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

A franchise agreement in Thailand lets a franchisor license its brand, system, and know-how to a franchisee who runs the business under that brand in return for fees. Thailand has no single dedicated franchise statute. Instead, a franchise is governed by a set of general laws, plus a specific set of competition guidelines that target unfair franchise terms. This guide explains what applies, sets out the clauses a Thai franchise 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 franchising in Thailand There is no standalone Franchise Act in force. A franchise relationship is built from several laws: - Civil and Commercial Code. The general law of contract and obligations applies to the franchise agreement, including formation, performance, and remedies.

• Trade Competition Act B.E. 2560 (2017). This Act, in force since 5 October 2017, governs anti-competitive conduct. Under it, the Trade Competition Commission issued Franchise Business Guidelines, announced in December 2019 and effective from 4 February 2020 (later amended). The guidelines restrict unfair franchisor terms and, notably, give existing franchisees a first right of refusal when the franchisor plans to open new branches near them. Section 58 of the Act bars local operators from agreeing with foreign operators to unfair trade restrictions.
• Unfair Contract Terms Act B.E. 2540 (1997). Terms that give the franchisor an excessive advantage can be adjusted by a court.
• Intellectual property laws. The Trademark Act, Copyright Act, and Patent Act protect the brand and system and support the licence granted in the franchise agreement.
• Foreign Business Act B.E. 2542 (1999). A foreign-owned franchisor or master franchisee may face restrictions on service activities and need a licence. A draft Franchising Business Act has been discussed but was not yet enacted at the time of writing, so check whether a dedicated statute has come into force before you rely on the current framework. ## What the franchise guidelines expect The Trade Competition Commission's guidelines are aimed at fairness in the franchisor-franchisee relationship. In practice, franchisors should: - Give clear information about fees, duration, and conditions before signing.
• Avoid forcing franchisees to buy goods or services they do not need (tying) unless it is justified to protect the system.
• Give existing franchisees the first right of refusal on a new branch in their area.
• Avoid terms that restrict the franchisee unfairly after the term ends. ## Key clauses in a Thailand franchise agreement ### 1. Parties and recitals Name the franchisor and franchisee in full, with registration details, and state the brand and system being licensed. ### 2. Grant of franchise and territory Define the rights granted, the location or territory, and whether it is exclusive. State whether the franchisee may open more than one outlet. ### 3. Term and renewal Set the initial term, renewal rights and conditions, and how renewal fees are calculated. ### 4. Fees Cover the initial franchise fee, ongoing royalties, marketing or advertising fund contributions, and any technology fees. State how and when each is paid, and the treatment of taxes. ### 5. Intellectual property and the system License the trademarks, trade dress, operations manual, and know-how for use only within the franchise. Confirm the franchisor keeps ownership and that goodwill belongs to the franchisor. ### 6. Operating standards and the manual Require the franchisee to follow the operations manual, maintain quality and brand standards, and accept inspection and audit rights. ### 7. Training and support Set out initial and ongoing training, launch support, and continuing assistance. ### 8. Supply and purchasing State whether the franchisee must buy from the franchisor or approved suppliers, keeping the Trade Competition Act limits on tying in mind. ### 9. Marketing and advertising Cover local and national marketing, use of the advertising fund, and approval of franchisee advertising. ### 10. Confidentiality and non-compete Protect the system during and after the term, within limits a Thai court will accept as reasonable in time and scope. ### 11. Data protection If the franchisee handles customer personal data, add obligations that meet the Personal Data Protection Act B.E. 2562 (2019). ### 12. Transfer and change of control Control assignment by the franchisee and set the conditions and fees for transfer. ### 13. Termination and post-termination Set grounds for termination, cure periods, and what happens afterwards: stop using the brand, return the manual, and deal with remaining stock. ### 14. Governing law and disputes Choose Thai law and a forum (Thai courts or arbitration). Note the contract language and whether a Thai version prevails. ## A simple clause skeleton 1. Parties and recitals

2. Definitions
3. Grant and territory
4. Term and renewal
5. Fees and payment
6. Intellectual property
7. Operating standards and manual
8. Training and support
9. Supply and purchasing
10. Marketing
11. Confidentiality and non-compete
12. Data protection
13. Transfer and change of control
14. Termination and consequences
15. Liability and indemnities
16. Governing law and disputes
17. General provisions ## One workspace to draft, review and track the franchise A franchise program is not one contract. It is a master agreement plus many franchisee agreements, each with its own renewal dates, fee schedules, and local changes. Keeping the current version, tracking renewals, and applying a system-wide change cleanly across every agreement is where franchisors lose control when the files sit across email and folders. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the master franchise agreement and each outlet's version stay connected and current. Indian corporate law is 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