Before the issuance in late 2019 of the Trade Competition Commission of Thailand’s Guidelines on Unfair Trade Practices in Franchise Businesses, which took effect in February 2020, Thai law made little mention of franchising as a business model—despite the great popularity of franchising in the country. The guidelines, which were issued under the Trade Competition Act B.E. 2560 (2017), partly made up for the absence of a single, codified franchising law in the country and offered valuable direction on how franchisors and franchisees should operate in compliance with Thai law. One of the most significant conditions introduced by the original guidelines in February 2020 was a requirement for franchisors to provide a right of first refusal to their existing franchisees before opening a new franchise outlet within current franchisees’ operating vicinity. An update to the guidelines addressing the right of first refusal was issued in August 2020. Most recently, a second update was announced on July 13, 2021. It was published in the Government Gazette on August 19, 2021, and came into force on the following day. The August 2021 update further revised this provision, and the updated guidelines now adopt a less restrictive approach for franchisors in relation to this first-refusal requirement. Under the updated guidelines, a franchisor who decides to open a new outlet, whether it will be operated by the franchisor or by another franchisee or person, must notify the existing franchisee located in closest proximity to the intended location, and provide the franchisee with a right of first refusal for a period of 30 days. However, the franchisor does not have to provide the closest franchisee with a right of first refusal if the franchisee’s existing performance does not meet the franchisor’s criteria as specified and communicated to the franchisee in advance. In determining what

Attorneys from Tilleke & Gibbins wrote the Thailand chapter for Licensing 2022, a comprehensive guide from Lexology Getting the Deal Through to licensing in 17 countries around the world. Two specialists from Tilleke & Gibbins’ Bangkok office—Alan Adcock, partner and deputy director of intellectual property, and Kasama Sriwatanakul, senior associate—authored the Licensing 2021 Thailand chapter, which covers the following topics: Laws: Unfair Contract Terms Act, Trade Competition Act, pre-contractual disclosure, registration of international licensing, implied obligations, Civil and Commercial Code, Trademark Act, Patent Act, and Trade Secrets Act. Intellectual property issues: Paris Convention for the Protection of Industrial Property, PCT, TRIPs. Contesting the validity of licensor’s IP rights, invalidity and expiry of IP rights, evidence of use, licensing unregistered IP, opposability requirements, sub-licensing, co-owners, trade secrets, and copyright. Software licensing: Perpetual licensing, import/export restrictions, improvements and modifications, user restrictions, and legal developments. Competition law: Trade Competition Act, specific restrictions on licensing agreements, and significant court decisions. Indemnification, disclaimers, and damages: Prevalence and enforceability of indemnity provisions and contractual waivers of damages. Termination: Conditions, indemnity, agency, and impact on sub-licenses. Bankruptcy: Impact of licensee bankruptcy on licensor and vice versa, protection, and rights to terminate. Dispute resolution: Governing law, arbitration, enforcement, injunctions, contractual waivers Royalties and payments: Currency conversion, tax, remittance restrictions, and jurisdiction-specific payments. The Thailand chapter is available below as a PDF. Tilleke & Gibbins also contributed the Vietnam chapter to Licensing 2022. To browse all 17 jurisdictions covered by the guide, please visit the Getting the Deal Through website.

Attorneys from Tilleke & Gibbins have written the Vietnam chapter for Licensing 2022, a comparative guide from Lexology Getting the Deal Through to licensing law and practice in 17 countries around the world. Licensing 2022, a guide that provides an overview of a wide range of licensing relationships, including licensing of copyrights, trademarks, and patents; software licenses; technology transfer agreements; and franchise agreements. The book also addresses issues of royalties and other payments, taxes, competition law, and termination of licensing relationships. The Vietnam chapter was authored by Linh Thi Mai Nguyen, partner and head of Tilleke & Gibbins’ trademark team in Vietnam; Son Thai Hoang, trademark executive; and Chi Lan Dang, associate, of Tilleke & Gibbins’ trademark team, along with corporate and commercial senior associate Tu Ngoc Trinh, who has extensive experience in franchising and competition law. The Vietnam chapter is available below as a PDF. Tilleke & Gibbins also contributed the Thailand chapter to Licensing 2022. To browse all 17 jurisdictions covered by the guide, please visit the Getting the Deal Through website.

Thailand’s Trade Competition Commission issued new guidelines on unfair trade practices in response to new practices that have arisen due to changing business models and other economic developments.