Experts from Tilleke & Gibbins’ intellectual property team have written the Vietnam chapter of Practical Law’s Intellectual Property Transactions Global Guide 2022, a high-level comparative overview of intellectual property laws and regulations across more than 30 jurisdictions. The Intellectual Property Transactions Global Guide focuses on business-related aspects of intellectual property, such as the value of intellectual assets in M&A transactions, and the licensing of IP portfolios. The topics covered include the following: IP assignment IP licensing Research and development collaborations IP audits IP aspects of M&A Lending and security interests Settlement agreements Employee and consultant agreements Key issues in IP transactions To read the Vietnam chapter, please visit the Practical Law website or click on the link below.

Attorneys from Tilleke & Gibbins’ corporate and commercial group in Bangkok have contributed the Thailand chapter of the new Lex Mundi Sustainability and Competition Global Practice Guide. Featuring contributions from Lex Mundi member firms from around the world, the guide seeks to provide in-house and outside counsel with information on ESG (environmental, social, and governance) measures related to the competition regime in each jurisdiction. The chapters, which cover 44 jurisdictions around the world, are provided by member firms in the global Lex Mundi legal network. Each chapter covers the following main areas: Presence of ESG measures and sustainability agreements in the competition regime; Guidance from authorities related to ESG initiatives and competitor working groups; Calculation and reporting of ESG efforts; Precedents involving ESG and sustainability matters in the country; and Antitrust regulations that could lead to ESG litigation. To read the Thailand chapter or browse the other jurisdictional contributions, please visit the Lex Mundi website.

Thailand’s Trade Competition Commission has amended the guidelines prohibiting large purchasers from setting unfair credit terms for small and medium-sized enterprises (SMEs). The new guidelines, which were published in the Government Gazette on August 17, 2022, revise the definition of SMEs and clarify the duties of concerned parties. The original guidelines, which took effect in December 2021, set a favorable maximum period for credit terms for SMEs selling products or services to a third-party purchaser. Prescribing longer credit terms than the mandatory period would constitute an unfair trade practice in violation of the Trade Competition Act B.E. 2560 (2017). In defining what businesses are considered SMEs, the guidelines set thresholds for the number of employees and amount of annual turnover. The amended guidelines maintain these thresholds, but the new guidelines require that both employee-number and turnover thresholds be met in order for a business to be considered an SME. In contrast, the original guidelines only required either the employee-number threshold or the turnover threshold to be met. This amendment will likely mean that fewer business operators qualify as SMEs. Accordingly, two types of businesses are defined as SMEs under the guidelines: Manufacturers of goods with up to 200 employees and an annual turnover of no more than THB 500 million (approximately USD 13.5 million); or Service providers or wholesale or retail businesses with up to 100 employees and an annual turnover of no more than THB 300 million (approximately USD 8.1 million). To benefit from protection under the new guidelines against unfair credit terms, SMEs must provide documents proving the number of employees and the amount of annual turnover to trade partners that purchase goods or services from them. The new guidelines come into force on September 16, 2022. For more information on the unfair credit term guidelines, or

Indemnification clauses are common contractual provisions in many jurisdictions including Thailand, but enforcing them can be challenging in the eyes of Thai law. In general, to “indemnify” means to hold another party free of responsibility for a potential risk or loss. When one party (i.e., the “indemnitor”) indemnifies another party (i.e., the “indemnitee”), the indemnitor is obligated to pay or compensate the indemnitee for any liabilities or losses (within the scope agreed in the contract). In this way, an indemnification clause can be a useful provision to shift responsibility for potential risks from one party to another. In some jurisdictions, “indemnity” includes the recovery of attorneys’ fees incurred by the indemnitee. It may even carry with it the duty to defend or fund the defense of any claim brought against the indemnitee. If that is the case, even though the contract does not say so, the indemnitor would have to hire an attorney and pay the legal fees for the indemnitee. In contracts that contain an indemnification clause, the indemnity would typically include the duty to defend. Let’s use a case example to elaborate this point. In this hypothetical case, a supplier of machinery agrees to indemnify and defend a retailer against claims from the retailer’s customer in the event that a purchased machine becomes defective. As a result, besides being responsible for the damages that the retailer may suffer based on contract law or negligence, the supplier must also pay for the lawyers to defend the retailer if the customer decides to sue. In Thailand, this kind of indemnification clause may not be enforceable. Unlike contract rules in many jurisdictions, Thai contract law is silent on “contractual indemnity.” It is commonly understood in Thailand (and confirmed by Supreme Court decision 7943/2542) that “indemnity” means “compensation” under section 222