Contract Drafting & Review Services in UAE

Contract Drafting & Review

Contract Drafting & Review at Lawyers in Dubai turns commercial intent into enforceable, regulator‑ready agreements. Our team drafts, negotiates, and localizes contracts for use across the UAE, DIFC, and ADGM, then secures signatures, notarizations, and filings when the law requires them. We coordinate with notary public offices, Dubai Courts and Abu Dhabi Judicial Department, as well as DIFC and ADGM Courts for urgent relief or contract enforcement. We also align documents with sector rules from the Central Bank, SCA, DFSA, FSRA, RERA, DLD, DHA, and other authorities. Below, you will find practical guidance on Commercial Agency Agreement, Share Purchase Agreement, Asset Purchase Agreement, Employment Contract, Consultancy Agreement, Non-Disclosure Agreement, Franchise Agreement, Joint Venture Agreement, Service Level Agreement, Software Licence Agreement, Construction Contract, Supply Agreement, Distribution Agreement, Lease Agreement, Loan Agreement, Islamic Facility Agreement, Shareholders Agreement, Partnership Agreement, Memorandum of Understanding, Letter of Intent, Amendment & Novation Agreement, Renewal Agreement, Termination Agreement, Guarantee Agreement, Indemnity Agreement, and Force Majeure Notice. With disciplined drafting and clear risk allocation, you control outcomes before disputes arise.

Contract Drafting & Review in the UAE

Contract Drafting & Review in the UAE must account for onshore civil law, common‑law choices in DIFC or ADGM, and practical enforcement in local courts. Therefore, we select governing law and forum clauses that match the deal’s assets and counterparties. We also prepare bilingual texts for clarity and certify signatures where required. When timelines are tight, we fast‑track notarizations, legalizations, and certified translations through Ministry of Justice channels. Because strong contracts support funding and compliance, we embed clauses for data protection, sanctions, AML, and audit rights that satisfy banks, investors, and regulators.

Commercial Agency Agreement

Commercial Agency Agreement terms carry serious consequences if registered with the Ministry of Economy. Registration can create exclusivity, termination compensation, and strict protection. Consequently, the drafting must reflect true intent, territory, and product scope. We define commission triggers, service levels, and inventory obligations. We also set lawful termination grounds, notice periods, and dispute routes that consider UAE courts’ practice.

Our advocates and legal consultants:

Draft and negotiate agency or non‑agency distribution to avoid unintended registration

Advise on MoE registration, termination compensation, and litigation strategy

Practical insights:

Avoid agency‑style wording if you do not intend MoE registration

Keep sales reports and marketing approvals defined from day one

Share Purchase Agreement

Share Purchase Agreement documentation should balance warranties, price mechanics, and closing conditions. We tailor SPA terms for mainland, free‑zone, DIFC, and ADGM entities. Moreover, we plan regulatory approvals, notary share transfer procedures, and bank consents. We integrate earn‑outs, escrow arrangements, W&I insurance, and indemnity baskets. When sensitive data is involved, we add PDPL‑compliant disclosure and clean team protocols.

Our advocates and legal consultants:

Prepare SPAs with conditions precedent, warranty schedules, and disclosure letters

Coordinate approvals with DET/DED, free‑zones, SCA, Central Bank, DFSA, or FSRA

Practical insights:

Align SPA long‑stop dates with authority timelines

Stage closing deliverables and translations early

Asset Purchase Agreement

Asset Purchase Agreement structures isolate assets and selected liabilities. We define asset lists, title transfer procedures, and third‑party consents. Additionally, we handle property transfers with DLD or other land departments, assign contracts, and transfer employees where required. We address VAT, inventory valuation, and IT or IP migration.

Our advocates and legal consultants:

Draft APAs with clear schedules, conditions, and tax treatments

Secure consents and registrations to avoid post‑closing gaps

Practical insights:

Map each asset’s registry path and fees before signing

Plan cutover for data, licences, and supplier codes

Employment Contract

Employment Contract terms must follow UAE Labour Law onshore and the separate regimes in DIFC or ADGM. We set job scope, working time, benefits, variable pay, and leave. Non‑competes must be reasonable in scope, geography, and duration. We add confidentiality, IP assignment, and conflict‑of‑interest clauses. For executives, we include board responsibilities and KPI‑linked bonuses.

Our advocates and legal consultants:

Draft bilingual contracts and file MOHRE or free‑zone forms

Align policies, handbooks, and WPS requirements

Practical insights:

Keep job titles consistent across licence, payroll, and visa

Calibrate bonuses with measurable, documented criteria

Consultancy Agreement

Consultancy Agreement drafting should avoid “disguised employment.” We define deliverables, milestones, and fees. Moreover, we clarify independence, insurance, IP ownership, and data protection. We also set termination rights and step‑in access to project materials if delivery stalls.

Our advocates and legal consultants:

Build scopes and acceptance criteria that prevent scope‑creep

Draft IP and confidentiality clauses that stand up in court

Practical insights:

Avoid control language that suggests employment

Tie payments to objective deliverables, not hours alone

Non-Disclosure Agreement

Non-Disclosure Agreement (NDA) terms protect trade secrets and personal data. We define confidentiality, purpose limitation, and retention. Carve‑outs cover public, independently developed, or lawfully obtained information. We also embed PDPL, DIFC, or ADGM data rules when personal data is shared, and we add injunctive relief where needed.

Our advocates and legal consultants:

Draft mutual or unilateral NDAs with practical security obligations

Align NDAs with later IP assignments and data transfer clauses

Practical insights:

Mark confidential materials clearly and control access

Set a survival period suited to the asset’s lifespan

Franchise Agreement

Franchise Agreement frameworks depend on trademark control, brand standards, and training. However, careless drafting can trigger Commercial Agencies Law risks. We define territory, fees, QA, supply chain, and audit rights. We also control marketing approvals, sub‑franchising, and de‑branding on exit.

Our advocates and legal consultants:

Draft master and unit franchises with disclosure packs

Avoid unintended agency registration and manage RERA/F&B rules

Practical insights:

Register trademarks and record licences before launch

Protect manuals and recipes as trade secrets

Joint Venture Agreement

Joint Venture Agreement terms set contributions, governance, reserved matters, and exit options. We choose company or contractual JV structures and map required approvals. Deadlock and dispute mechanisms prevent stalemates. Additionally, we allocate IP ownership and non‑compete obligations.

Our advocates and legal consultants:

Draft JVAs with clear KPIs, funding, and decision thresholds

Set enforceable UAE, DIFC, or ADGM dispute paths

Practical insights:

Match JV form to tax and licensing needs

Document in‑kind contributions and valuation methods

Service Level Agreement

Service Level Agreement (SLA) clauses translate promises into metrics. We set KPIs, service credits, exclusions, maintenance windows, and reporting. Moreover, we align data protection, security, and audit rights with client obligations. Change control bridges operations and contract terms.

Our advocates and legal consultants:

Draft SLAs for cloud, logistics, facilities, and support services

Calibrate caps and credits to real operational risk

Practical insights:

Define how uptime is measured and verified

Tie chronic breach to step‑in or termination rights

Software Licence Agreement

Software Licence Agreement drafting depends on on‑prem, SaaS, or hybrid models. We set scope, users, territory, term, and updates. We control reverse engineering, benchmarking, and sublicensing. For SaaS, we add uptime SLAs, data portability, and PDPL‑compliant processing and transfers.

Our advocates and legal consultants:

Draft licences, DPAs, and support terms that work together

Protect source code and audit compliance fairly

Practical insights:

Separate IP licence from services for clarity

Plan exit and data return before go‑live

Construction Contract

Construction Contract terms often adopt FIDIC. We tailor notice regimes, extensions of time, liquidated damages, and variations. We also set testing, commissioning, and defects liability. Under UAE law, decennial liability can apply to contractors and designers for major defects.

Our advocates and legal consultants:

Draft employer or contractor‑friendly amendments

Align bonds, guarantees, and insurances with the build’s risks

Practical insights:

Track time bars; missing notices can forfeit claims

Use clear procedures for variations and approvals

Supply Agreement

Supply Agreement terms cover forecasts, MOQs, quality, and delivery. We specify Incoterms, risk transfer, and acceptance testing. Warranties, recalls, and safety notices protect both sides. Price review and currency clauses manage volatility.

Our advocates and legal consultants:

Draft supplier codes, audit rights, and compliance clauses

Set escalation and cure periods that save relationships

Practical insights:

Tie packaging and labelling to market rules

Keep recall and credit procedures tested and ready

Distribution Agreement

Distribution Agreement clauses define territory, exclusivity, and performance. However, if the terms resemble an agency, registration risks arise. We add marketing approvals, product liability allocation, and stock return rules. Termination and sell‑off periods reduce waste and disputes.

Our advocates and legal consultants:

Draft true distribution with safeguards against agency re‑characterisation

Prepare competition‑safe targets and rebates

Practical insights:

Avoid lifetime exclusivity without clear exit routes

Keep product manuals and claims compliant in Arabic and English

Lease Agreement

Lease Agreement drafting for commercial premises ties into DLD and Ejari in Dubai and Tawtheeq in Abu Dhabi. We set rent, service charges, fit‑out, assignment, and reinstatement. Break options, renewal, and rent index rules reduce surprises. We also plan security deposits and guarantees.

Our advocates and legal consultants:

Draft leases and register Ejari/Tawtheeq

Resolve disputes at RDC or the competent emirate forum

Practical insights:

Match permitted use to the tenant’s licence

Record condition at handover with photos and meters

Loan Agreement

Loan Agreement terms must align with security, events of default, and regulatory rules. We draft covenants, information rights, and intercreditor provisions. We register security at land departments, DLD, or the Emirates Movable Collateral Registry. DIFC or ADGM law can support cross‑border recognition.

Our advocates and legal consultants:

Draft facilities, security packages, and enforcement routes

Align with Central Bank, DFSA, or FSRA rules where relevant

Practical insights:

Tie financial covenants to realistic reporting

Stage security filings before drawdown

Islamic Facility Agreement

Islamic Facility Agreement structures include Murabaha, Ijara, and Tawarruq. We ensure asset identification, title transfer mechanics, and Shari’a approvals. Security, undertakings, and events of default align with the structure’s principles.

Our advocates and legal consultants:

Draft Shari’a‑compliant documents and coordinate board approvals

Register collateral and step‑in rights properly

Practical insights:

Keep commodity and purchase flows precise

Avoid interest language; use compliant profit terms

Shareholders Agreement

Shareholders Agreement terms control decision‑making, exits, and funding. We draft reserved matters, drag/tag, anti‑dilution, and dividend policy. We also add deadlock, dispute resolution, and valuation mechanics. The SHA must align with the Memorandum and Articles.

Our advocates and legal consultants:

Draft SHAs and align filings at DIFC/ADGM or onshore registries

Prepare POAs and notarizations when required

Practical insights:

Keep pre‑emption and valuation clear and workable

Calibrate board and veto rights for future investors

Partnership Agreement

Partnership Agreement frameworks define profit share, management, and liability. We use civil company or other permitted forms for professional practices. We document capital accounts, drawings, and withdrawals. Exit and non‑compete terms protect the firm.

Our advocates and legal consultants:

Draft partnership deeds and register the structure

Align with tax, ESR, and licensing rules

Practical insights:

Separate ownership, management, and compensation

Document client ownership and referral rights

Memorandum of Understanding

Memorandum of Understanding (MOU) sets the roadmap. It can be binding or non‑binding depending on drafting. We confirm which clauses bind—confidentiality, exclusivity, costs, law, and forum—and which do not, such as the deal itself. Clear wording prevents accidental obligations.

Our advocates and legal consultants:

Draft MOUs with precise binding and non‑binding sections

Add timelines and data rooms that keep momentum

Practical insights:

Avoid “agreement to agree” language for key terms

Use annexes to capture specs and milestones

Letter of Intent

Letter of Intent (LOI) often precedes detailed contracts. It may grant site access or early works. However, careless signatures can create binding duties. We define purpose, term, and termination. We also insert liability limits and IP protections.

Our advocates and legal consultants:

Draft LOIs with clean conditions and caps

Convert LOIs into definitive agreements on schedule

Practical insights:

Add evidence lists and deliverables even for short trials

Keep payment, risk, and insurance explicit

Amendment & Novation Agreement

Amendment & Novation Agreement clauses either modify terms or replace a party. We determine if consent is needed from lenders, landlords, or regulators. We also ensure releases are clear and that security or guarantees remain effective.

Our advocates and legal consultants:

Draft amendments and novations with proper notices

Register changes where contracts are filed with authorities

Practical insights:

Confirm that novation resets or preserves liabilities

Align dates and definitions across all documents

Renewal Agreement

Renewal Agreement drafting extends contracts without importing old mistakes. We review performance, pricing, KPIs, and legal updates. Then we refresh terms for tax, PDPL, sanctions, and compliance. We also adjust caps, credits, and SLAs for current realities.

Our advocates and legal consultants:

Draft renewals with updated annexes and controls

Avoid unintended automatic renewals where risk is high

Practical insights:

Reprice using agreed indices or market tests

Reset notice periods and escalation ladders

Termination Agreement

Termination Agreement terms deliver a clean exit. We define handover, IP returns, data deletion, and non‑disparagement. We also agree on releases, survival clauses, and final payments. When needed, we file court‑ratified settlements for enforceability.

Our advocates and legal consultants:

Draft terminations, releases, and settlement deeds

Coordinate filings at Dubai Courts or ADJD for execution

Practical insights:

Tie releases to actual receipt of assets and data

Confirm third‑party consents before switch‑off

Guarantee Agreement

Guarantee Agreement enforceability depends on authority, scope, and wording. We draft corporate or personal guarantees with caps, duration, and demand mechanics. We also check financial assistance issues and ensure signatures follow company rules.

Our advocates and legal consultants:

Draft enforceable guarantees and register security where needed

Pursue or defend guarantee claims in UAE, DIFC, or ADGM Courts

Practical insights:

Keep variation and release rules precise

Obtain spousal or board approvals if policy requires

Indemnity Agreement

Indemnity Agreement clauses allocate risk for third‑party claims, IP breaches, or regulatory fines. We define scope, caps, baskets, and procedures. Carve‑outs address gross negligence or fraud. Notice and conduct rules prevent prejudice.

Our advocates and legal consultants:

Draft targeted indemnities matched to real risks

Align indemnities with insurance for recoverability

Practical insights:

Link indemnity survival to claim life cycles

Avoid hidden double recovery with service credits and LDs

Force Majeure Notice

Force Majeure Notice must follow the contract’s wording. We confirm qualifying events, mitigation, and notice timing. Evidence matters: government orders, supplier notices, and logs. We also propose workarounds, partial performance, or price resets where allowed.

Our advocates and legal consultants:

Draft and serve compliant notices and responses

Seek interim relief from courts when necessary

Practical insights:

Track end dates and review events regularly

Use variation or suspension clauses if force majeure is uncertain

Speak with Lawyers in Dubai

Contract Drafting & Review is about clarity, leverage, and enforceability. Our lawyers design agreements that regulators accept, banks trust, and courts enforce. We move from term sheet to execution with tight timelines, bilingual documents, and practical risk control across the UAE, DIFC, and ADGM. If you need a watertight contract, a fast redline, or a dispute‑proof settlement, contact Lawyers in Dubai today. We will protect the deal and your long‑term interests.

Legal Disclaimer

This page provides general information and is not legal advice. Contract laws, sector regulations, and court practices in the UAE—across Dubai Courts, Abu Dhabi Judicial Department, Sharjah Courts, and other emirate courts, plus DIFC Courts and ADGM Courts—change over time. Outcomes depend on specific facts and documents. Reading this page does not create a lawyer–client relationship with Lawyers in Dubai. Engagement begins only after a signed agreement. If you face a signing deadline, regulatory approval, or enforcement risk, seek qualified legal advice immediately.