Service agreement in Thailand: Template, Key Clauses and Local Law (2026)

The short answer A service agreement in Thailand is a commercial contract under the Civil and Commercial Code. The Code distinguishes a hire of services (an employment-style relationship) from a hire of work (an independent contractor engaged to produce a result, broadly sections 587 onward). A genuine service or contractor agreement sits outside the Labour Protection Act, but if the relationship is really employment in substance, labour protections and severance apply regardless of the label. Classification turns on control, not on what the document is called. ## Which law governs a service agreement in Thailand? The Civil and Commercial Code is the main source. A hire of work (broadly sections 587 to 607) is the independent-contractor structure: the contractor undertakes to accomplish a defined piece of work for a price, bears the risk of achieving the result, and generally controls how the work is done. A hire of services is closer to employment. Thailand follows freedom of contract, so the parties set scope, fees and terms within mandatory law. ## Independent contractor or employee? The classification test This is the central issue. Thai courts focus on control and subordination: if the hirer directs day-to-day work and can impose discipline, the relationship looks like employment; if the provider must deliver a defined end result and controls the method, it looks like a hire of work. The written label is not decisive; the real working arrangement governs. Misclassification can expose the client to back social security contributions, withholding tax and statutory severance, so draft and operate the agreement so independence is genuine. ## Key clauses, with local-law notes Scope of work. Define the services or the result to be delivered precisely, with acceptance criteria for a result-based (hire of work) engagement. Fees and withholding tax. State the fee, schedule and currency. Payments to a service provider in Thailand are generally subject to withholding tax, so address who accounts for it; confirm the current rate with a Thai tax adviser. Term and termination. Set the term and notice to end it. Independence. State that the provider is independent, controls its own method and hours, bears its own costs and is not an employee. Confidentiality. Protect confidential information; genuine trade secrets also enjoy protection under the Trade Secrets Act where the owner takes appropriate measures to keep them secret. Intellectual property. Specify ownership and assignment of work product expressly. Personal data. If the provider processes personal data, address Personal Data Protection Act (PDPA) duties. Liability and indemnity. Set a sensible liability position and any indemnity within mandatory limits. ## A simple template outline 1. Parties and effective date

2. Scope of services or work and acceptance
3. Fees, invoicing, expenses and withholding tax
4. Term and termination (including notice)
5. Independent-contractor status (hire of work)
6. Confidentiality and trade-secret protection
7. Intellectual property ownership and assignment
8. Personal data (PDPA) where relevant
9. Warranties, liability and indemnity
10. Governing law and dispute resolution Use a Thai or bilingual version where the provider operates in Thailand. ## Common mistakes and red flags - Running a supervised, integrated, exclusive engagement as a service contract when it is really employment, triggering severance and social security.

• Leaving IP ownership silent, so the client may not own the deliverables.
• Overlooking withholding tax on payments to the provider.
• No acceptance criteria on a hire-of-work engagement, causing disputes over whether the result was delivered.
• Handling personal data without a PDPA-compliant arrangement. ## Structuring for genuine independence To keep a Thai engagement a true hire of work rather than employment, both the contract and the practice must support independence. Helpful signals: the provider is engaged to deliver a defined result, controls its own method and hours, uses its own equipment, can serve other clients, invoices against milestones or acceptance rather than a fixed monthly salary, and is not subject to the hirer's day-to-day direction or discipline. Thai courts look through the label to the real arrangement, so treating the provider exactly like an employee undermines the structure. Where the result is well defined and the provider carries the risk of achieving it, the hire-of-work analysis is far more secure. ## Language, execution and dispute resolution Use a Thai or bilingual version where the provider operates in Thailand, and note that electronic signatures are generally recognised under Thai law. Choosing Thai law and a Thai court or a named arbitral forum improves predictability where the provider and the work are in Thailand. A simple escalation path, good-faith discussion then the chosen forum, helps resolve a dispute over scope, acceptance or payment without stalling the whole engagement. ## Keeping it all in one workspace Step back and drafting a contract like this is really several jobs at once: getting the local-law clauses right, keeping your own standard positions consistent, tracking versions as the document is negotiated, and remembering the dates and obligations it creates. When those jobs are spread across a template file, an inbox and someone's memory, things slip, not through carelessness but because the work is scattered. That is the single-workspace idea behind Adira: draft, understand, edit, track and govern a contract in one place, with each clause flagged favourable, neutral or unfavourable to your company and a built-in record of versions and key dates. Adira is India-first today. Support for other jurisdictions, including those in Asia, is on its roadmap rather than at Indian depth now, so for a Thai contract you would still rely on local counsel for the governing-law detail. The point is the direction: a contract you can see end to end, in one place, is easier to get right and to keep right. ## A note on legal advice This article is general information, not legal advice, and English translations of Thai statutes are unofficial, with the local-language text controlling. Employment, data and trade-secret rules change, so confirm the current position and have a qualified Thai lawyer review any contract you intend to sign.