What should a Transition Services Agreement include under Thai law?

1. Definitions and Interpretation
2. Services
3. Service Standard
4. Service Period and Early Ending of a Service
5. Recipient's Obligations
6. Third-Party Consents
7. Personnel
8. Fees and Payment
9. Recipient Data and Security
10. Migration and Exit
11. Intellectual Property
12. Confidentiality
13. Liability
14. Force Majeure
15. Termination
16. Relationship with the Sale Agreement
17. Notices
18. Governing Law and Disputes
19. General

• Sign this Agreement at the same time as the sale agreement, or before completion, so that there is no gap in the services on the Completion Date.
• Go through Schedule 1 with the people who actually run each service. For each one, record its period, service level, dependencies and the subprocessors used before the sale. A service that is not listed does not have to be provided.
• The Provider must ask software licensors, landlords and other suppliers for consent within 5 Business Days (Clause 6.1). Many software licences do not allow use by a company outside the licensee's group. Without consent, the Provider is not in breach, but the Recipient loses that service, so start early.

• Give instructions only through the service managers named in Schedule 1 (Clause 5.3). The Provider's staff remain the Provider's employees; directing them like your own staff may create employment risks under the Labour Protection Act.
• Report a service failure in writing within 30 days; the Provider must fix it or re-perform within 5 Business Days at no charge (Clause 3.4).
• A Service may be extended once by up to … months, by notice at least 30 days before its period ends (Clause 4.2). Put these deadlines in your calendar.
• A single Service can be ended early on … days' notice (Clause 4.3). Check the dependencies in Schedule 1 first.

• The Provider acts as the Recipient's data processor for the personal data of the Business (Clause 9.3). The Personal Data Protection Act requires a processor to act only on the controller's instructions, keep the data secure and report breaches (section 40). The controller must notify the Personal Data Protection Committee of a breach within 72 hours in most cases, which is why the Provider must report within 48 hours.
• Update the Business's privacy notices to name the Recipient as the controller from the Completion Date.
• The Provider may not use the Business's data to train artificial intelligence models or for its own purposes (Clause 9.1).
• Ask for a full data export well before each service ends (Clause 10.1), test that the data can be loaded into your new system, and only then confirm receipt. The Provider deletes the data after your confirmation or 30 days after the last service ends (Clause 10.3).

• A transition services agreement is treated as a hire of work (Instrument 4 of the Stamp Duty Schedule): 1 THB for every 1,000 THB or part of the fees. On the Contract Value you entered, the duty on the original is the amount the system calculates from the figures entered, and each counterpart carries the amount the system calculates from the figures entered.Because the Fees are in …, convert the Contract Value to Thai Baht at the exchange rate on the date of signing and calculate the duty on the Baht amount. Each counterpart carries 5 THB, or 1 THB if the duty on the original is 5 THB or less. The Provider pays the duty (Clause 8.5), and must pay more if the fees actually received exceed the Contract Value.
• If the Contract Value is 1,000,000 THB or more, the duty must be paid in money to the Revenue Department instead of by stamps. If the Agreement is signed electronically, use the e-Stamp Duty system within 15 days after signing.
• A Thai company that pays service fees to a service provider in Thailand normally withholds 3%. If the Provider is abroad, different withholding rules and a tax treaty may apply; ask an accountant before the first payment.
• Keep the signed Agreement, Schedules, invoices and data-export confirmations. A Thai court will need a certified Thai translation of any English document you rely on.

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-9161E7. If you reuse this content, please credit the author and link to the original.