What should a Technology and Know-How Transfer Agreement include under Thai law?

1. Definitions and Interpretation
2. Grant of Licence
3. Patent Licence Registration
4. Technical Documentation
5. Training and Technical Assistance
6. Performance Test
7. Fees
8. Taxes
9. Improvements
10. Confidentiality
11. Supplies and Freedom of Trade
12. Warranties
13. Indemnities and Liability
14. Export Control and Compliance
15. Term and Termination
16. Consequences of Expiry or Termination
17. Notices
18. Governing Law and Disputes
19. General

• No stamp duty is payable on the licence of know-how or patents, which is not listed in the Stamp Duty Schedule of the Thai Revenue Code.
• Paid training or technical work that produces a result may be treated as a hire of work (Instrument 4), with duty of 1 THB for every 1,000 THB of that part of the fee. Keep the price of training and assistance identifiable in Schedule 2, and ask an accountant whether duty applies to it.

• Royalties, and fees for know-how, training and technical assistance, paid to a Transferor outside Thailand are usually subject to Thai withholding tax, and a double tax treaty between Thailand and the Transferor's country may reduce the rate. The Transferee must withhold, pay the tax to the Revenue Department and send the Transferor the receipt (Clause 8.2). Because you ticked gross-up, the Transferee also bears that tax on top of the fees, which can add materially to the cost.
• A Thai Transferee paying for services or rights used in Thailand to a foreign Transferor must generally self-assess and pay Thai VAT (Form P.P.36), and may then claim it as input tax if it is VAT-registered.
• Ask an accountant before the first payment; the classification of each fee (royalty, service or training) changes the tax treatment.
• If the Transferee has investment promotion (BOI) privileges, check whether the project conditions require approval of technology agreements or restrict royalty payments.

• Foreign engineers who work at the Plant need the correct visa and a Thai work permit, even for short commissioning visits; the Transferor arranges its own staff's permits and the Transferee provides the supporting letters (Clause 5.3).
• Plan the performance test early. The test must be held within … months (Clause 6.1), and the second instalment of the fee depends on it.

• Know-how is protected only while it stays secret. The Trade Secrets Act B.E. 2545 (2002) protects business information that the owner takes appropriate steps to keep secret (section 3). Clause 10.2 lists those steps: controlled access, logs, no AI tools that train on input, and incident reporting within 48 hours.
• Have every employee who sees the Technical Documentation sign a confidentiality undertaking (Clause 10.1).

• Thai competition law prohibits unfair trade practices (Trade Competition Act B.E. 2560 (2017) section 57). Guidance on licensing treats as risky: forcing a licensee to take unwanted technology or buy tied supplies, and stopping a licensee from developing its own technology. This form avoids them (Clause 9.1 and Clause 11.1) and keeps any grant-back non-exclusive, with the Transferee keeping ownership (Clause 9.3).

• Technical data and some equipment may need an export licence from the Transferor's country, and must not be passed to sanctioned countries or users (Clause 14.1). Ask the Transferor for the export classification before delivery.

• When the Term expires, the Transferee may keep using the know-how it has received without further royalty, but gets no new documents, training or improvements, and must keep the know-how confidential (Clause 16.1). Patented inventions still in force need a new registered licence.- When the Agreement ends, the Transferee must stop using the know-how and return or destroy the documents within 30 days, and may sell existing stock for 90 days (Clause 16).

• A company should sign through the director or directors authorised in its latest company affidavit or, for a foreign company, the equivalent document from its home country. The Department of Intellectual Property may require originals and, for a foreign Party, notarised and legalised documents for registration.
• Keep records of every document delivered, each training session and attendee list, the performance test results signed by both Parties, royalty statements and tax receipts.

• You chose arbitration in Bangkok. Thailand is a party to the New York Convention of 1958, so an award can be enforced in most countries where the other Party has assets.- You chose the Thai courts. If the other Party has no assets in Thailand, a Thai judgment may be hard to enforce abroad. Intellectual property and international trade disputes can be heard by the Central Intellectual Property and International Trade Court. A Party relying on this English Agreement in a Thai court must file a Thai translation certified as accurate.

Compiled from the notes that accompany the English contract templates on this site, published by Phuwara Krobtaku (ภูวรา ครอบตะคุ), Thai attorney-at-law, licence no. 477/2558. The short answer and summary at the top of this page are put together by the site from the template's clause headings and notes. Statutes are quoted only in the official Thai text: Thai is the only official language of Thai legislation, and an unofficial translation can mislead. Article registry OKC-B0163F. If you reuse this content, please credit the author and link to the original.