If you let someone use your brand in Thailand, must the trademark licence be registered?

Business Asset Purchase Agreement

• Vehicles: both Parties sign the transfer documents at the Department of Land Transport within 15 days after Completion (Clause 7.4). Check that the Seller is the registered owner, not a finance company.
• Trade marks: record the assignment with the Department of Intellectual Property. Until it is recorded, the Buyer may have difficulty enforcing the mark.
• Domain names, app store and social media accounts: transfer them through each platform's own procedure on the Completion Date, and change all passwords.
• A transfer of copyright must be in writing and signed (Copyright Act section 17); this Agreement, signed by both Parties and listing the works in Schedule 1, serves as that document.

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Brand Identity and Graphic Design Agreement

• Copyright passes to the Client only when the Fee is paid in full (Clause 9.1). Keep the transfer slip for the balance with the signed Agreement: together they prove the Client's ownership, for example when filing a trade mark or dealing with a printer or platform.- The Designer keeps copyright and the Client holds an exclusive, permanent licence (Clause 9.1). Thai law would otherwise give copyright in a commissioned work to the Client, so the signed Agreement is the Designer's proof of ownership. Keep it safely.

• A transfer or licence of copyright must be in writing and signed by both Parties. Make sure both sign, including every page initial on the Schedules.

• If a studio company is the Designer, the studio should hold written assignments from the individual designers who worked on the project, otherwise it cannot pass full rights to the Client.

• Before approving the final logo, run a trade mark search in each country where the brand will be used. If the search shows a conflict, the Designer adapts the design once for free (Clause 12.2). File the trade mark application in the Client's name as soon as the logo is approved.

• Buy the font licences listed by the Designer in the Client's own name (Clause 11.2). A desktop licence may not cover web, app or video use; check each licence.

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Co-Marketing Agreement

• Write every task, deadline, in-kind contribution and shared cost in Schedule 1. A cost that both campaign managers have not approved in writing is borne by the Brand that committed it (Clause 4.3).
• Exchange brand guidelines and approve every piece of material that shows your logo; silence is not approval (Clause 3.1).
• The permission to use each other's logos covers campaign materials only (Clause 5.1). A co-branded product or packaging with both logos needs a separate trademark licence, and a licence of a registered Thai trademark must be registered with the Department of Intellectual Property to be valid.
• Build the joint form so that it names both Brands, links to each Brand's privacy notice, and has a separate, unticked consent box for each Brand (Clause 8.1). Transfer only the data of participants who agreed to hear from the other Brand, with their consent records.- Do not share participants' names, phone numbers or emails with the other Brand. Share only total figures such as entries, clicks and sales (Clause 8.1).

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Contract Manufacturing Agreement

• Register the Customer's trademarks in Thailand, and in the Manufacturer's country if production is abroad, before sending artwork or placing the first Order. Thailand gives priority to the first to file, and a factory that knows an unregistered brand can file first.

• Ask the Manufacturer to sign a separate non-disclosure agreement before you send the formula or drawings, if you have not already done so. Clause 22 then covers the information exchanged under this Agreement.

• Check that the Manufacturer's factory licence and any good manufacturing practice certificate for products of this type are valid and cover the address in Clause 2.2. Keep copies.

• Sign Schedule 1 and any separate formula sheet or drawing on every page, so that the version used for production can be proved later.

• Under the Unsafe Products Liability Act B.E. 2551 (2008), a person who commissions manufacture, and a person who puts its name or trademark on a product, is an "operator" who is jointly liable with the Manufacturer to an injured person, without proof of fault. A term that excludes this liability towards consumers is void. Clause 18 only decides how the Parties share the cost between themselves.

• The Manufacturer can avoid liability if the unsafe condition was caused by the Customer's design or instructions and the Manufacturer could not have foreseen it. That is why Clause 4.1 requires the Manufacturer to warn you in writing about any specification it believes is unsafe or unlawful — keep those warnings.

• Ask for the Manufacturer's product liability certificate every year (Clause 20.2) and check that it covers sales in the Territory.- You chose no insurance clause. Consider buying product liability insurance in the Customer's own name, because the Customer can be sued directly by consumers.

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Contract Packaging and Labelling Agreement

• Visit the Facility and keep copies of its factory or premises licences and the licence or notification that allows it to pack products of your type (Clause 6.5). For packaged food sold in Thailand, repacking for sale must take place at premises licensed for that purpose; the licence is linked to the address in Clause 2.2.

• Register your trademark in Thailand before you send artwork. Clause 14.2 stops the Packer from using or registering your brand, but a registration in your own name is what protects you against everyone else.

• Name in Schedule 1 the people who may approve artwork (Clause 6.2). An approval by anyone else, or by a chat message, should not be accepted by the Packer.

• Under the Unsafe Products Liability Act B.E. 2551 (2008), "manufacturing" includes repacking, and a person who puts its name or trademark on a product is also an operator. Both the Packer and the Customer can therefore be liable to an injured consumer without proof of fault, and a term that excludes that liability towards consumers is void. Clause 17 only decides how the Parties share the cost between themselves.

• A wrong label, such as a missing allergen or a wrong expiry date, is one of the most common reasons for a recall. The label reconciliation in Clause 8.3 and the line clearance in Clause 8.2 are there to prevent it; ask for the records of each Batch.

• Ask for the Packer's insurance certificate every year (Clause 19.1) and check that it covers your goods while they are at the Facility.- You chose no insurance duty for the Packer. Insure your goods at the Facility in your own name, because the Packer's ability to pay after a fire or flood is uncertain.

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Copyright Licence Agreement

• The Licensee may use the Work only for the Permitted Purpose, in the Permitted Media, in the Territory and until (calculated by the system from the figures entered) (Clause 1.1). Use outside that scope is copyright infringement, which can lead to civil claims and criminal complaints in Thailand, not only a claim for breach of contract.
• To extend the period or add a new medium, sign a written amendment before the new use starts (Clause 16.2). An email saying "go ahead" is weak evidence of what was agreed.
• The copyright stays with the Licensor (Clause 2.4). The Licensee may not register any part of the Work as a trademark or logo (Clause 3.3).

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Distributorship Agreement

• Clause 12 lets the Distributor use the brand only to sell genuine Products. That does not need registration.
• A trademark licence — allowing the Distributor to put the brand on goods it makes, packs or adapts — must be made in writing and registered with the Department of Intellectual Property (Trademark Act section 68). Use a separate licence agreement for that.
• Check before signing that the Supplier's Trademarks are registered in Thailand in the Supplier's name. If not, the Supplier should file promptly; Thailand gives priority to the first to file.

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Domain Name Transfer Agreement

• Check the registration records (WHOIS or RDAP) to confirm that the Seller is the registrant and to see the expiry date and any lock status. If the Seller's name does not match, ask for proof of control, such as a DNS record that the Buyer chooses.
• Search the trademark register of the Department of Intellectual Property, and of any country where you will use the domain, before you buy. A domain that conflicts with someone else's trademark can be taken away through a domain dispute procedure, even if you bought it in good faith. The Seller does not warrant your planned use (Clause 7.2).
• For a .th domain, check the registry's eligibility rules and the documents it needs for a change of registrant before signing. The Buyer must meet those rules (Clause 4.4).
• Open the escrow transaction only through the escrow service's official website, and check the website address carefully. Fake escrow sites are a common scam in domain sales.- You chose to pay in full before the transfer. This is safe only if you trust the Seller. Pay only to the bank account written in this Agreement, and confirm any change of account by phone with a person you know.- The Buyer pays …% first and the balance within 2 Business Days after the transfer (Clause 3.1). If the balance is not paid, the Seller may terminate and require the domain to be transferred back (Clause 9.2).

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Event Co-Production Agreement

• The Lead Producer sends the final accounts within … days; you have 15 days to object (Clause 6.1). Use the inspection right if the figures are unclear (Clause 5.3).
• The Event name is owned jointly (Clause 8.1). Neither of you may run a further edition without the other's consent, so agree the future of the brand early.- The owner of the Event name may run the next edition, but must first negotiate with the other Co-Producer if it does so within … months (Clause 8.3). If the name is valuable, register it as a trademark in the owner's name.

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Franchise Agreement

• The Thai Trade Competition Commission's guidelines on franchise businesses expect a franchisor to give the franchisee the key facts before the contract is signed and before any fee is paid: all fees, the estimated investment, the rights in the trademarks, existing outlets and expansion plans. Clause 3.1 and Schedule 3 record that this was done on ….

• Keep proof of delivery of the Disclosure Document (email with attachment, or a copy signed as received). Give the franchisee enough time to read it and take advice; at least 14 days is good practice.

• An unfair trade practice under the Trade Competition Act B.E. 2560 (2017) (section 57) can lead to an administrative fine of up to 10% of the turnover in the year of the offence (section 82). The clauses on fees (Clause 7.4), supplies (Clause 8), pricing (Clause 9.3), first offer of nearby outlets (Clause 2.3), non-competition (Clause 13) and stock buy-back (Clause 15.2) follow those guidelines. Making them stricter increases the risk.

• A licence to use a registered trademark must be in writing and registered with the Department of Intellectual Property (Trademark Act B.E. 2534 (1991), section 68). An unregistered licence may have no effect as a licence. The Franchisor files within … days (Clause 3.3), and the Outlet may not open to the public under the Marks until the Registration Date (Clause 3.4).

• The Registrar may ask for a Thai translation of the licence terms and for signed originals; the Parties must sign them (Clause 20.7). A renewal under Clause 4.2 must also be registered.

• Check before signing that each Mark in Schedule 1 is registered in Thailand in the Franchisor's name and covers the goods or services of the Outlet.

• The Initial Fee and the royalties are payments for the use of a trademark and know-how. A Thai Franchisee paying a Thai company normally withholds 3% and issues a certificate, and pays VAT on the invoice.

• If the Franchisor is abroad, Thai withholding tax on royalties applies at the rate set by the Revenue Code or reduced by a double tax treaty, and the Franchisee must usually self-assess and pay VAT on the fees (Form P.P.36). You ticked gross-up, so the Franchisee bears that withholding tax on top of the Fees (Clause 7.6).Without gross-up, the tax withheld is deducted from the Fees and counts as paid (Clause 7.6). Ask an accountant before the first payment.

• Marketing contributions are part of the Fees for tax purposes. The Franchisor must report annually how the Marketing Fund was spent (Clause 7.3).

• Late payment interest is agreed at …% per year. The statutory default rate for money debts is 5% per year (Civil and Commercial Code section 224), and a Thai court may reduce an agreed rate that it finds excessive.

• Keep the Disclosure Document with proof of delivery, the signed Agreement and Schedules, the trademark licence registration, every version of the Manual, monthly sales statements, inspection reports, notices of breach and the Marketing Fund statements.

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Merchandising Licence Agreement

• A licence to use a trademark registered in Thailand must be made in writing and registered with the Registrar of Trademarks (Trademark Act B.E. 2534 (1991) section 68). Without registration, the licence of the trademark does not take effect.

• The Licensee must file within 30 days after signing (Clause 3.2), and must not use the registered names or logos until the Registrar accepts the licence. The artwork itself, protected by copyright, may be used from the Start Date.

• Only goods within the trademark's registered classes can be covered. If a product category in Schedule 2 falls outside them, the Licensor should apply to register the mark for that class.

• When the Agreement ends, both Parties ask the Registrar to cancel the registration (Clause 3.3).

• 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. Clause 21.7 allows electronic signatures, but the Registrar may require originals for the trademark licence registration.

• Copyright and trademark disputes, and counterfeiting cases, are heard by the Central Intellectual Property and International Trade Court. A Party relying on this English Agreement must file a Thai translation certified as accurate.

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Product Development and Prototyping Agreement

• Make sure Schedule 1 states measurable targets and Schedule 2 states measurable acceptance criteria for each Stage. "Looks good" or "works well" cannot be tested and leads to disputes about payment.
• If you have not already exchanged a non-disclosure agreement, rely on Clause 15 from the date of signing and do not send the product concept before this Agreement is signed.
• Register your brand name as a trademark early. A product name that you only use during development is not protected until it is registered.

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Repair and Refurbishment Services Agreement

• Describe refurbished units as refurbished or used, with their Grade and your own warranty terms (Clause 15.1). Selling them as new, or advertising that they were repaired by the brand's authorised service centre when they were not, can breach consumer protection and trademark law.
• A person who alters or refurbishes a product, and the seller of it, can be treated as liable to an injured consumer under the Unsafe Products Liability Act B.E. 2551 (2008) without proof of fault. Clause 19 only shares that cost between the Parties. Keep the test records for batteries and electrical safety (Clause 6.2) in case a unit overheats or causes injury.
• Do not ask the Provider to remove activation locks or anti-theft protection that the owner or manufacturer has not released (Clause 6.3). Units that appear to be stolen should be set aside and checked.

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Authorised Repair Centre Agreement

• Train and certify the technicians and give access to the service portal and diagnostic software before the Commencement Date (Clause 4.2). A Service Centre without at least … certified technicians for more than 60 days may be terminated (Clause 13.2).
• Put the full Warranty Policy on the Principal's website and give the Service Centre the current version. Schedule 2 is only a summary. Changes apply only to products sold after 30 days' notice (Clause 4.4).
• The words "Authorised Service Centre" and the brand logo may be used only to show that status (Clause 2.2). That use does not need a registered trademark licence. If the Service Centre is to sell goods or services under the brand, make a separate trademark licence and register it with the Department of Intellectual Property (Trademark Act section 68).

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Procurement and Sourcing Services Agreement

• Get a confidentiality and non-use undertaking from each Supplier before sending designs (Clause 8.2). For important designs, also register them, or the trademark, in Thailand and in the Supplier's country; a contract alone does not stop copying by third parties.
• If the Client buys directly from an Introduced Supplier within … months, it pays …% of the Purchase Value (Clause 9.1). Keep the Agent's written shortlists: they are the evidence of which Suppliers the Agent introduced. Thai courts enforce restrictions like this only as far as they are fair.

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Trademark Licence Agreement

• Under the Trademark Act B.E. 2534 (1991), a licence to use a registered trademark must be made in writing and registered with the Registrar at the Department of Intellectual Property (section 68). An unregistered licence does not take effect as a trademark licence. This Agreement therefore starts the licence only on the Registration Date (Clause 2.1) and bars sales before then (Clause 3.4).

• The LicenseeLicensor must file within … days after signing (Clause 3.2). Use the Department's current application form, attach this Agreement and the documents it requires, and have each Party sign or appoint a trademark agent.- The Marks are still applications. A licence can be registered only after a Mark is registered. The LicenseeLicensor must file within … days after each Mark is registered (Clause 3.2). Until then the Licensee may not sell products bearing the Marks.

• The application must show conditions that let the Licensor genuinely control the quality of the Licensee's goods, and list the licensed goods (section 68). That is why Schedule 2 must contain real, measurable standards and Schedule 1 must list only registered goods.

• The Registrar may accept the licence with conditions, or refuse it, and a refusal can be appealed to the Trademark Board within 60 days (section 69). Clause 3.3 sets out what the Parties do in that case.

• The Department usually requires a Thai translation of an English agreement. Clause 19.8 makes the English version prevail between the Parties, but the Registrar works from what is filed, so have the translation checked.

• Use by the Licensee counts as use by the owner (section 70), which protects the Marks against cancellation for non-use. Keep the evidence of use required by Clause 6.3.

• A change to the licensed goods or to the conditions must be filed jointly with the Registrar (section 71 and Clause 19.3).

• The Licensor must actually enforce the Quality Standards. If it does not control quality, an interested person or the Registrar may ask the Trademark Board to revoke the registration of the licence (section 72).

• When the Agreement ends, both Parties file to cancel the registration of the licence within 15 Business Days; if one refuses, the other may apply alone by showing that the licence has ended (section 72 and Clause 15.1).

• No stamp duty is payable. A trademark licence is not listed in the Stamp Duty Schedule of the Thai Revenue Code. A power of attorney for a Party or its trademark agent carries 10 THB or 30 THB.

• Fees for using a trademark are royalties for Thai tax purposes. A Thai company or juristic person that pays them to a company carrying on business in Thailand normally withholds 3% and issues a withholding tax certificate (Clause 8.2).

• If the Licensor is abroad, different withholding rules apply and a double tax treaty may reduce the rate, and a Thai Licensee may have to self-assess Thai VAT on the payment (Form P.P.36). Ask an accountant before the first payment, especially because you ticked gross-up, so the Licensee bears the withholding tax on top of the fees.

• The Licensee must hold the product approvals needed in Thailand — for example food, drug, cosmetic or medical device registrations and mandatory industrial standards — and use Thai-language labels (Clause 5.1).

• Under the Unsafe Products Liability Act B.E. 2551 (2008), a person who puts its name or trademark on a product in a way that makes it appear to be the manufacturer is treated as an operator and is liable to injured consumers together with the actual manufacturer. The Licensee's indemnity in Clause 12.2 decides who finally pays between the Parties, and the insurance in Clause 13 makes that indemnity worth something. Ask for the certificate every year.

• Trademark cases in Thailand are heard by the Central Intellectual Property and International Trade Court. A Party relying on this English Agreement must file a Thai translation certified as accurate.

• Counterfeiting a registered trademark is also a criminal offence in Thailand. Report fakes to the Licensor under Clause 10.1; the Licensor decides on action.

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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-73215F. If you reuse this content, please credit the author and link to the original.