Statement of Work in Thailand: Template, Key Clauses and Local Law (2026)

A statement of work (SOW) in Thailand is the document that sets out the detail of a specific engagement, usually under a wider master services agreement (MSA) or framework contract. The MSA holds the legal terms that stay the same across every project. The SOW holds the project-specific detail: scope, deliverables, timeline, acceptance, and price. Thailand treats this as ordinary freedom of contract under the Civil and Commercial Code, so the parties can shape both documents, but a few local rules affect the SOW. This guide explains what a Thai SOW 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 an SOW fits with a master agreement The MSA sets the legal framework: liability, confidentiality, IP ownership, payment terms, and dispute resolution. Each SOW then describes one piece of work and references the MSA. This split lets parties start new projects quickly without renegotiating the legal terms every time. The SOW should say clearly that it is governed by the MSA, and what happens if the two conflict. ## What law governs an SOW in Thailand - The Civil and Commercial Code (CCC) governs the contract, including formation, performance, breach and remedies. Services engagements usually sit under the rules on hire of work and hire of services.

• Tax rules in the Revenue Code apply to service fees. Value added tax (currently 7 percent) generally applies, and withholding tax can apply to service payments, including to a contractor outside Thailand. Confirm the current rates and any treaty relief.
• Labour law matters if the engagement looks like employment rather than an independent service. Misclassifying staff as contractors can create employment obligations, so the SOW and the working relationship should match a genuine service arrangement.
• Intellectual property law, including the Copyright Act B.E. 2537 (1994), governs who owns deliverables created during the work. Set ownership in the MSA or SOW, because commissioned work can default to the hirer unless agreed otherwise. ## Key clauses in a Thai SOW ### Scope of work Describe the services and deliverables precisely. Vague scope is the main cause of disputes, so define what is in and what is out. ### Deliverables and milestones List each deliverable, its due date, and any dependencies on the client. ### Acceptance criteria Set how deliverables are reviewed, the acceptance test, and what happens if work is rejected or needs rework. ### Timeline and project management Set the schedule, key dates, and how progress is reported and managed. ### Price and payment State the fee, whether it is fixed, time-and-materials or milestone-based, invoicing, and how VAT and withholding tax are handled. ### Change control Set how changes to scope, price or timeline are requested, approved and documented. This keeps scope creep under control. ### Personnel and subcontracting Name key personnel if they matter, and set whether and how subcontracting is allowed. ### Intellectual property Confirm who owns the deliverables and any pre-existing materials, and grant any licence needed to use them. ### Relationship to the MSA State that the MSA governs and set the order of priority if the SOW and MSA conflict. ## A simple drafting checklist - Reference the governing MSA and set the conflict order.
• Define scope, deliverables, milestones and acceptance clearly.
• Set the fee basis, invoicing, and VAT and withholding-tax treatment.
• Add a change-control process to manage scope creep.
• Fix IP ownership of deliverables and pre-existing materials.
• Check the engagement is a genuine service arrangement, not disguised employment.
• Keep signed copies of both the MSA and every SOW on file. ## Keeping SOWs linked to their master agreements The hardest part of running SOWs is keeping each one tied to the right master agreement and tracking its milestones, acceptance dates and change orders. When SOWs live as loose PDFs, the link to the MSA and the deadlines get lost. Keeping them in one workspace, where each SOW is connected to its MSA and the key dates are structured, makes projects far easier to manage. 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.