Before Signing a Commercial Contract in the UAE: Six Clauses to Review

A carefully drafted contract is one of the most effective tools for preventing commercial disputes. Whether the agreement concerns distribution, consultancy, construction, technology, supply, franchising or professional services, the parties should clearly understand their rights and obligations before signing.

The UAE’s new Civil Transactions Law modernised several areas of contract law, including pre-contractual negotiations, disclosure of fundamental information and framework agreements for continuing commercial relationships.

  1. Identity and authority of the parties
    Confirm the correct legal name, licence details and address of each party. The person signing must have proper authority to bind the company.
  2. Scope of work
    The agreement should clearly define the goods, services, specifications, deadlines and expected results. Vague descriptions frequently lead to disagreements.
  3. Payment terms
    State the price, currency, invoicing procedure, taxes, payment dates and consequences of delayed payment.
  4. Liability and indemnities
    Review limitations of liability, warranties, indemnities and insurance obligations. A clause that appears standard may place disproportionate risk on one party.
  5. Termination
    The contract should explain when either party may terminate, what notice is required and what happens to outstanding payments, confidential information and ongoing work.
  6. Governing law and dispute resolution
    Identify the governing law and decide whether disputes will be resolved by the UAE courts, DIFC Courts or arbitration. The clause must be consistent and enforceable.

Businesses should also review confidentiality, intellectual property, data protection, force majeure and renewal provisions.

Commercial pressure should not replace legal review. The cost of reviewing a contract before signature is often significantly lower than the cost of resolving a dispute after performance begins.

Our commercial lawyers assist businesses with drafting, reviewing and negotiating contracts in the UAE and across borders.

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