What should a UGC Content Creation Agreement include under Thai law?

1. Definitions and Interpretation
2. The Work
3. Delivery, Review and Acceptance
4. Claims, Honesty and Disclosure
5. Creator's Warranties
6. Rights in the Assets
7. Exclusivity
8. Fee and Payment
9. Cancellation, Delay and Rejection
10. Confidentiality and Personal Data
11. Liability
12. Term, Termination and Relationship
13. Notices
14. Governing Law and Disputes
15. General

• A content creation agreement is a hire of work for stamp duty purposes (Instrument 4 of the Stamp Duty Schedule). Duty is 1 THB for every 1,000 THB or part of 1,000 THB of the Fee, and the Creator pays it (Clause 8.5). On the Fee 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 Fee is in …, convert it 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.
• An agreement signed electronically is stamped through the Revenue Department's e-Stamp Duty system within 15 days after signing. An unstamped agreement cannot be used as evidence in a Thai civil court until the duty and a surcharge are paid (Revenue Code section 118).

• A Thai company that pays a Thai creator for producing content usually withholds 3% and gives a withholding tax certificate (Clause 8.5). A creator registered for VAT adds VAT to the Fee.
• If the Creator is abroad, other withholding rules and double tax treaties may apply; because you ticked gross-up, the Brand bears that tax on top of the Fee. Ask an accountant before the first payment.

• Send the Brief and the Products at least 10 Business Days before the Delivery Date (Clause 2.2). Put every claim you want the Talent to say in the Brief, together with the evidence for it and any mandatory wording for regulated products (Clauses 4.1 and 4.3).
• Approve each concept within … Business Days (Clause 2.3). Changing the concept after filming may cost extra (Clause 3.3).
• Anyone else who appears in the Assets needs to give written permission, and a person under 20 needs the consent of a parent or guardian (Clause 5.1(b)). Make sure … personally signs the Talent's consent at the end of the Agreement; the Creator's company cannot consent to the use of another person's face and voice.

• Review each delivery within … Business Days and reject it in writing with specific reasons, or it is treated as accepted (Clause 3.4). Publishing an Asset also counts as accepting it.
• No rights pass to the Brand, and the Brand may not publish any Asset, until the Fee is paid in full (Clause 8.4).

• The Brand has an exclusive licence for … months after acceptance, in … (Clause 6.1). Put the end date in your calendar and stop new posts and paid ads when it arrives.- The Brand receives the copyright in the Assets once the Fee is paid (Clause 6.1). A transfer of copyright must be in writing and signed by the transferor, so the Creator must sign this Agreement. The Talent's consent to the use of their face and voice remains limited by Clause 6.2.
• Label the Assets as advertising where the platform rules or the law require, and never present them as reviews from ordinary customers who were not paid (Clause 4.4). Health, beauty, food supplement, alcohol and financial advertising have extra legal restrictions in Thailand.
• Do not change what the Talent says, dub the Talent's voice with AI, or create a digital replica, avatar or synthetic voice of the Talent (Clauses 6.2 and 6.3). These uses need a separate agreement signed by the Talent.
• If you add music to the videos, make sure you hold a licence that covers advertising in the places where the ads run (Clause 5.2).

• A company should sign through the director or directors authorised in its latest company affidavit. Clause 15.5 allows electronic signatures and signed PDF copies. Keep the signed file, the Brief, approvals, delivery links, invoices and withholding tax certificates.
• A Thai court works in Thai, so English documents and chats must be filed with a certified Thai translation. For a Creator dealing with a foreign Brand, an advance payment is the most practical protection.

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-EE7843. If you reuse this content, please credit the author and link to the original.