Solutions — Three Practice Services
Three Services, Each
Delivered as Written Work
Khaolak Counsel offers three fixed-fee services covering the principal legal questions that arise in franchise and distribution relationships in Thailand and across ASEAN.
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How Each Engagement Works
Step 01
Field Inquiry
Submit a brief description of your matter using the inquiry form. No documents required at this stage.
Step 02
Scope Confirmation
A practitioner responds within two working days to confirm the scope and fee, in writing, before any work begins.
Step 03
Written Work
The agreed deliverable is prepared — memorandum, redline, or disclosure framework — within the confirmed timeline.
Step 04
Follow-Up Discussion
A brief follow-up call to walk through the written output is included within the fixed fee.
Service 01
Master Franchise Agreement Drafting & Negotiation
Considered preparation and negotiation of master franchise agreements between foreign brand owners and Thai master franchisees, including territorial rights, performance milestones, royalty and marketing fund structures, and the practical realities of supporting a franchisee network through its first decade.
We discuss the choice-of-law and dispute resolution provisions that have tended to hold up well, the protections appropriate for brand standards and supply arrangements, and the post-termination considerations that often benefit from advance attention. Suited to international brand owners entering Thailand and to Thai groups acquiring master rights for the region.
What the Engagement Covers
- Territorial scope, exclusivity, and sub-franchise rights
- Royalty structures, marketing fund obligations, and fee adjustment mechanisms
- Performance milestones and renewal conditions
- Brand standards, supply chain requirements, and training obligations
- Choice-of-law, dispute resolution, and post-termination provisions
Fixed Fee
฿29,800
Process Steps
Initial instructions and document review
Receive existing drafts, term sheets, and background on the brand and territory.
Drafting or structured annotation
Prepare the agreement or provide an annotated draft with clause-by-clause commentary.
Negotiation support memorandum
Deliver a short memo on the negotiating range for key provisions and the rationale for each position.
Follow-up discussion
Walk through the written output by call or in-person meeting to address remaining questions.
Service 02
Distribution & Reseller Agreement Review
A focused review of distribution, reseller, and dealer agreements being considered with counterparts in Thailand or across ASEAN — flagging clauses that often warrant negotiation, including exclusivity scope, minimum purchase obligations, termination triggers, post-termination stock handling, and intellectual property usage rights.
Delivered as a written memorandum with redline suggestions and a short summary at the front, suitable for boards and commercial directors deciding how deeply to engage with the document.
What the Review Covers
- Exclusivity scope — territorial and product-line definitions
- Minimum purchase obligations and consequences of shortfall
- Termination triggers, notice periods, and cure rights
- Post-termination stock handling and return obligations
- IP usage rights and brand guidelines compliance obligations
Fixed Fee
฿9,500
Process Steps
Document submission
Submit the agreement and a brief note on the counterpart, territory, and product category.
Clause-by-clause review
Full review of the agreement, with flags on provisions that represent elevated risk or negotiating opportunity.
Written memorandum with redline
Deliver the memorandum (with board-ready front summary) and marked-up document within five to eight working days.
Follow-up call
Brief call to discuss priority items in the output and next steps in the negotiation.
Service 03
Franchise Disclosure & Pre-Contract Memorandum
A short written memorandum on the disclosure documentation that a Thai franchisor or master franchisee may consider providing to prospective sub-franchisees before contract signing — including the supporting financial information that has tended to reassure cautious counterparties, the limitations on forward-looking statements, and a calmer approach to pre-contract conversations.
Useful for franchisors preparing their disclosure practice ahead of a network expansion. This service is often the starting point for franchisors moving from informal arrangement-making to a more structured pre-contract process.
What the Memorandum Covers
- Disclosure framework structure and recommended content
- Financial information to include and how to present it
- Limitations on forward-looking projections and representations
- Pre-contract conversation approach and documentation of discussions
- Network expansion readiness indicators
Fixed Fee
฿4,200
Process Steps
Background on the network
Provide a brief description of the franchise model, current stage of expansion, and the type of sub-franchisee being recruited.
Disclosure framework preparation
Draft the memorandum covering recommended disclosure structure, content, and approach to pre-contract discussions.
Delivery within agreed timeline
Memorandum delivered within three to five working days from confirmed instructions.
Selection Guide
Which Service Fits Your Situation
| Your Situation | Agreement Drafting ฿29,800 |
Distribution Review ฿9,500 |
Disclosure Memo ฿4,200 |
|---|---|---|---|
| Entering Thailand as a foreign franchisor | |||
| Thai group acquiring master franchise rights | |||
| Reviewing a distribution agreement before signing | |||
| ASEAN reseller or dealer agreement received from counterpart | |||
| Franchisor preparing to recruit sub-franchisees | |||
| Master franchisee formalising pre-contract practice |
Not certain which service applies to your situation? Describe it briefly in a field inquiry and a practitioner will indicate the appropriate service before any fee is charged.
Across All Services
Professional Standards That Apply
Written Scope Confirmation
Scope, fee, and timeline confirmed in writing before work commences on any engagement.
Confidentiality
All matters handled under professional confidentiality obligations. Information shared in inquiry is not disclosed to third parties.
Timeline Commitment
Delivery timeline agreed at scope stage. For time-sensitive matters, expedited timelines are discussed at the outset.
Direct Practitioner Contact
Clients communicate directly with the practitioner handling their matter throughout. No intermediaries.
Honest Scope Limits
Where a matter falls outside the scope of the service, this is stated clearly. Referrals to local counsel in other jurisdictions are provided where appropriate.
Conflict Screening
Conflict checks conducted before engagement. Where a conflict exists, the inquiry is declined promptly and the client is informed.
Transparent Pricing
Fixed Fees — No Hourly Billing
Disclosure Memo
฿4,200
Per engagement
- Written memorandum
- Disclosure framework
- Pre-contract approach guidance
- Follow-up discussion included
Distribution Review
฿9,500
Per engagement
- Full agreement review
- Board-ready front summary
- Annotated redline suggestions
- Covers ASEAN counterparts
- Follow-up discussion included
Master Franchise Drafting
฿29,800
Per engagement
- Full agreement preparation
- Negotiation support memo
- Choice-of-law guidance
- Post-termination provisions
- Follow-up discussion included
Get Started
Not Sure Where to Begin? Send a Brief Note
Describe your matter in a few sentences. A practitioner will read it and indicate which service applies — before any fee is charged or commitment made.
Send a Field Inquiry