Software License Agreement in Thailand: Template, Key Clauses and Local Law (2026)

A software license agreement in Thailand is the contract by which the owner of software (the licensor) lets another party (the licensee) use it on set terms, without transferring ownership. In Thailand, software is protected as a literary work under the Copyright Act B.E. 2537 (1994), so a licence is really a permission to use rights that stay with the owner. Thailand is a freedom-of-contract jurisdiction, so the parties can shape the licence, but the Copyright Act and a few other rules set the frame. This guide explains what a Thai software licence should contain, the clauses that matter, and the local-law points to check. It is general information, not legal advice. For a specific deal, confirm the current position with a Thai lawyer. ## How software is protected in Thailand The Copyright Act B.E. 2537 (1994) protects a computer program as a literary work. The law defines a computer program as a set of instructions, or anything used with a computer, to make it work or produce a result. Protection covers the source code and runs automatically on creation, with no registration needed, although voluntary recordal is possible. Ownership matters for drafting. Where a developer creates software on commission, copyright generally vests in the hirer unless the parties agree otherwise. So who owns the code, and who may license it, should be written down clearly. ## What law governs a software licence in Thailand - The Copyright Act B.E. 2537 (1994) is the core statute. It defines the exclusive rights, protects the source code, and sets out infringement and remedies.

• The Civil and Commercial Code governs the contract itself, including formation, breach and remedies.
• Tax rules in the Revenue Code can apply to licence fees and royalties, including value added tax (currently 7 percent) and withholding tax on certain payments, especially to a licensor outside Thailand. Confirm the current rates and treaty position.
• The Foreign Business Act B.E. 2542 (1999) can affect a foreign licensor doing business in Thailand through a local presence. ## Key clauses in a Thai software licence ### Licence grant and scope State exactly what is licensed, the permitted use, whether it is exclusive or non-exclusive, the territory, the number of users or devices, and whether it is perpetual or term-based. ### Restrictions Set out what the licensee must not do, such as copy beyond the licence, reverse engineer where that can be restricted, sublicense, or transfer without consent. ### Ownership and intellectual property Confirm the licensor owns the software and all IP, and that no ownership passes. Deal with ownership of any customisations. ### Fees, royalties and tax Set the licence fee or royalty, payment timing, and how tax, including VAT and withholding tax, is handled. ### Delivery, support and maintenance State how the software is delivered, and whether support, updates and maintenance are included or sold separately. ### Warranties and liability Give any performance warranty, disclaim others as far as the law allows, and cap liability. ### Confidentiality and source code Protect confidential information and any source code. Deal with escrow if the licensee needs continuity. ### Term, termination and effect of exit Set the term, renewal, termination rights, and what happens to copies and data when the licence ends. ### Governing law and disputes Choose Thai law or another law, a forum or arbitration, and the contract language. ## A simple drafting checklist - Confirm who owns the software and who may license it.
• Define the grant, scope, users, territory and term precisely.
• List the restrictions and protect the source code.
• Set fees, royalties and the VAT and withholding-tax treatment.
• Cover support, warranties, liability caps and confidentiality.
• Deal with termination and what happens to copies on exit.
• Add governing law, dispute resolution and contract language. ## Keeping software licences in order Software licences carry renewal dates, user limits and royalty terms that are easy to lose once the contract is signed and filed away. Keeping them in one workspace, where the grant, restrictions and key dates are structured instead of buried in flat text, makes renewals and compliance far easier to run. Tools such as Adira bring drafting, review and obligation tracking together in a single place. Adira's depth is strongest for India today, with other jurisdictions on its roadmap, so for Thai-law specifics confirm the position with local counsel.