A license agreement is simply a contract that governs duties, rights, and obligations between parties to a transaction. The licensor is generally the owner or holder of title to certain rights and the licensee is the party who has contracted to use some or all of those rights with or without certain restrictions.
License agreements arise in many contexts in Thailand. For example, some licenses are created in the process of selling a business, while others arise as the result of a party’s wish to grow or develop by acquisition of rights to new technologies, trademarks, content, or other valuable assets. Still other licenses arise in the end game of litigation.
This chapter will address several issues that commonly arise in licensing in the Thai context. As demonstrated below, license terms may be dictated by legislation, negotiation, or practical considerations that have critical importance in Thailand. Specifically, although Thailand is generally a “freedom of contract” jurisdiction, some provisions are absolutely required in certain license agreements, while other terms are not permissible or advisable in such agreements.