Master Services Agreement in Thailand: Template, Key Clauses and Local Law (2026)

What a master services agreement is A master services agreement (MSA) is the standing contract between a service provider and a customer that holds the legal terms once, so individual projects can run under short statements of work (SOWs) without renegotiating everything each time. The MSA covers payment, liability, intellectual property, confidentiality, and termination; each SOW covers the scope, deliverables, and price of one job. The value of an MSA is speed with control: agree the hard terms once, then move quickly on each project. This is a general guide to Thai law, not legal advice. See the note at the end. ## Which Thai law governs an MSA? Thailand's private-law backbone is the Civil and Commercial Code (CCC). A services MSA sits on the CCC's rules, most relevantly: - Hire of services, where a worker provides labour or services for remuneration, and

• Hire of work, where a contractor undertakes to achieve a specified result for a price. Which category your services fall into affects completion, acceptance, and risk, so identify it. On top of the CCC, several statutes can apply: - The Personal Data Protection Act B.E. 2562 (2019), fully in force since 1 June 2022, where personal data is processed.
• The Unfair Contract Terms Act B.E. 2540 (1997), which lets a court limit unfair terms (for example, overly broad exclusions of liability) to the extent that is fair and reasonable.
• The Trade Competition Act B.E. 2560 (2017), relevant to restrictive terms.
• The Copyright Act B.E. 2537 (1994), where protected works are created under the services. ## Form and language points in Thailand - A services MSA does not generally need a special form, but put it in writing for certainty.
• If the contract will be used before a Thai authority or court, a Thai-language version is often needed; a bilingual contract should state which language prevails.
• Stamp duty under the Revenue Code can apply to certain instruments, such as a hire-of-work contract, so check whether your MSA or its SOWs attract duty. ## Key clauses in a Thai MSA ### 1. Structure and precedence State that the MSA sets standing terms and that SOWs sit under it, and which prevails if they conflict (usually the MSA, unless an SOW expressly varies a named clause). ### 2. Services framework Describe the service categories at a high level and leave the detail to SOWs. Note whether the work is hire of services or hire of work under the CCC. ### 3. Fees, payment, and tax Set the fee model, invoicing, and payment terms. Thai value-added tax applies to many services, and withholding tax can apply to service payments, so allocate tax expressly. Flag any stamp duty. ### 4. Intellectual property Say who owns deliverables and who keeps background IP. Under the Copyright Act B.E. 2537, software is protected as a literary work and protection is automatic, with no registration needed; a transfer of ownership should be documented, so assign deliverables expressly if the customer is to own them. ### 5. Confidentiality Protect commercial and technical information, with carve-outs and a survival period. Trade-secret protection is also available under the Trade Secrets Act B.E. 2545 (2002). ### 6. Data protection Where personal data is processed, align with the PDPA, including controller and processor duties, lawful basis, security, and cross-border transfer rules. The PDPA reaches controllers and processors outside Thailand that handle the data of people in Thailand. ### 7. Warranties and service levels Set performance standards and service levels, and the remedy if they are missed. ### 8. Liability Allocate and cap liability, but keep caps and exclusions reasonable, because the Unfair Contract Terms Act lets a court cut back terms it finds unfair to the extent that is fair and reasonable. ### 9. Term and termination Set the term, renewal, termination for convenience and for breach, and the consequences, including handover and payment for work done. ### 10. Governing law and disputes Choose the law and forum. Thai parties often use Thai law and the Thai courts or arbitration (for example, the Thai Arbitration Institute). Foreign arbitral awards are generally enforceable in Thailand under the New York Convention, subject to local recognition. ## A simple MSA structure you can reuse 1. Parties and definitions

2. Structure (MSA plus SOWs) and precedence
3. Services framework (hire of services or hire of work)
4. Fees, payment, tax, stamp duty
5. Intellectual property
6. Confidentiality and trade secrets
7. Data protection (PDPA)
8. Warranties and service levels
9. Liability (reasonable caps, mindful of the Unfair Contract Terms Act)
10. Term and termination
11. Governing law and dispute resolution
12. Schedules: SOW template, rate card ## Common mistakes - Writing a sweeping exclusion of liability that the Unfair Contract Terms Act can cut back.

• Ignoring withholding tax and VAT on service payments, and any stamp duty on a hire-of-work contract.
• Treating PDPA duties as optional when personal data is processed.
• Assuming the customer owns deliverables without a documented assignment under the Copyright Act.
• No Thai-language version where one is needed, and no prevailing-language clause. ## Keeping the MSA and its SOWs in step An MSA is only as strong as the SOWs under it, and the usual trouble is an SOW that quietly contradicts the MSA on IP, liability, or payment, plus renewal and termination dates spread across many projects that nobody is tracking. The work of drafting from a house template, checking each SOW against the MSA, surfacing the liability clause that an unfair-terms challenge could reach, and keeping dates in view can live in one AI contract workspace rather than scattered files. Adira is an AI legal operating system that drafts, reads, and tracks contracts in one place, tuned to how your company contracts and built on frontier AI; its deepest jurisdiction support today is India, with other jurisdictions including Thailand on the roadmap, so confirm local-law depth before relying on it. ## Not legal advice This page is a general explanation of master services agreements under Thai law in 2026. It is not legal advice. The hire-of-services versus hire-of-work line, tax and stamp duty, PDPA duties, and the reach of the Unfair Contract Terms Act depend on your facts, so take advice from a qualified Thai lawyer before you sign.