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

An agency agreement in Thailand appoints one party (the agent) to act for another (the principal), usually to find customers, make sales, or represent the principal in dealings with third parties. Thailand does not have a single standalone agency statute. The relationship is governed mainly by the Civil and Commercial Code, so your contract should be read alongside the Code rather than treated as the only source of the rules. This guide explains the local law, lists the clauses a Thai agency agreement should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified Thai lawyer before you sign. ## The law that governs agency in Thailand Agency is set out in the Civil and Commercial Code, Book III (Specific Contracts), Title XV on Agency, broadly sections 797 to 844. The Code defines agency as a relationship where the agent has authority to act for the principal, and acts done within that authority bind the principal directly. A few points from the Code matter for drafting: - Authority can be express or implied. The safest approach is to set the scope of authority in writing so there is no dispute about what the agent may and may not do.

• The agent must act in good faith and follow instructions. The Code requires the agent to act within the limits of the authority given and to account to the principal.
• The principal must pay remuneration and reimburse proper expenses. If the parties agreed on commission, the contract controls how and when it is earned and paid.
• A del credere agent (one who guarantees that third parties will perform) takes on extra liability and is usually entitled to extra remuneration. Say clearly whether your agent is del credere or not. Unlike the European Union, Thailand has no mandatory commercial-agent compensation regime that automatically pays the agent on termination. What the agent receives at the end depends on the contract and on general Code principles, so termination and post-termination payments should be spelled out. ## Foreign ownership and competition points to check If the agent is a foreign-owned company, the Foreign Business Act B.E. 2542 (1999) may restrict certain service activities and require a licence. Where 50 percent or more of a Thai company's shares are foreign owned, the company itself is treated as a foreigner under that Act. Check whether the agency activity is restricted before you set up the structure. The Trade Competition Act B.E. 2560 (2017) also applies to commercial arrangements. Exclusive territories, resale conditions, and other restraints should be checked against the Act so the agreement does not impose unfair or anti-competitive terms. ## Key clauses in a Thailand agency agreement ### 1. Parties and recitals Name the principal and agent in full, with company registration details and registered addresses. State briefly why the appointment is being made. ### 2. Appointment and scope of authority Define exactly what the agent may do: solicit orders, negotiate, conclude contracts, collect payment, or only introduce customers. State whether authority is exclusive, sole, or non-exclusive, and whether the agent may bind the principal or only pass on offers. ### 3. Territory and products List the geographic territory and the products or services covered. Make clear whether the agent may act outside the territory and whether online sales count. ### 4. Duties of the agent Set out standards: act in good faith, follow lawful instructions, keep proper records, not compete, protect confidential information, and account for sums received. State whether the agent is del credere. ### 5. Duties of the principal Cover supply of samples and information, support, and the duty to inform the agent about reduced volumes of business where relevant. ### 6. Commission and payment State the commission rate, when it is earned (on order, on delivery, or on payment), the currency, payment timing, and treatment of returns, cancellations, and bad debts. Address withholding tax and VAT. ### 7. Term and termination Set the fixed term or that it is open-ended, the notice period, and the grounds for immediate termination (breach, insolvency, loss of licence). State what happens to pending orders and whether any end-of-contract payment is due. ### 8. Intellectual property and confidentiality Confirm the principal keeps ownership of trademarks and know-how, and that the agent uses them only for the appointment. Add a confidentiality clause that survives termination. ### 9. Data protection If the agent handles personal data of customers, add obligations that meet the Personal Data Protection Act B.E. 2562 (2019), including lawful basis, security, and limits on further use. ### 10. Governing law and dispute resolution State Thai law as the governing law if the contract is performed in Thailand, and choose a forum: Thai courts or arbitration (for example under the Thai Arbitration Institute). Note the contract language, since a Thai version may be needed for local filings and enforcement. ## A simple clause skeleton 1. Parties

2. Definitions
3. Appointment and authority
4. Territory and products
5. Agent obligations
6. Principal obligations
7. Commission and payment
8. Tax
9. Confidentiality
10. Intellectual property
11. Data protection
12. Term and termination
13. Consequences of termination
14. Liability and indemnities
15. Governing law and disputes
16. General (notices, assignment, entire agreement, language) ## One workspace to draft, review and track the agreement Once the clauses are agreed, the work does not stop. Someone has to keep the signed version, track the renewal and notice dates, and make sure later edits (a changed commission rate, a new territory) are applied cleanly across the document. Doing this across email, folders, and separate tools is where versions drift. Adira is an AI legal operating system that keeps drafting, review, version history, and key-date tracking in one workspace, so the current agency agreement, its clause structure, and its renewal dates all live in one place. Indian corporate law is the deepest today, and wider non-India jurisdiction depth, including Thailand, is on the roadmap, so treat this page as general guidance and verify Thai specifics locally. You can see the product at Adira. ## Frequently asked questions