Before You Sign a Commercial Contract in the UAE: A 10-Point Checklist

Most commercial disputes trace back to a contract that was signed quickly. A short review before signing is far cheaper than a dispute afterwards. These ten points catch most of the problems we see.

1. Are the parties named correctly?

Use each company's exact legal name as it appears on its trade licence, with the licence number and registered address. A contract with a trade name or the wrong entity can be hard to enforce.

2. Does the person signing have authority?

Check that the signatory is authorised to bind the company, for example as manager named on the licence or under a power of attorney.

3. Is the scope precise?

What exactly is being delivered, by when, and to what standard? Vague scope is the most common cause of disputes.

4. Are payment terms clear?

Amount, currency, schedule, what triggers each payment, and what happens if payment is late. State whether prices include VAT.

5. What happens if things go wrong?

Look for warranties, liability caps and exclusions, and penalties or liquidated damages. Make sure the risk you are taking is one you accept.

6. How can the contract end?

Term, renewal, termination for convenience, termination for breach, and notice periods. Check what you owe on termination.

7. Which law applies?

The governing-law clause decides which law interprets the contract. Onshore UAE law, DIFC or ADGM law, or a foreign law are all possible; each has consequences.

8. Where will disputes be heard?

UAE onshore courts, the DIFC or ADGM Courts, or arbitration. The choice affects cost, speed, language and how a judgment or award is enforced.

9. What language governs?

If the contract is in English only and a dispute goes to the onshore courts, a certified Arabic translation will usually be required. For bilingual contracts, state which version prevails.

10. Is everything attached and signed?

Schedules, price lists and specifications referred to in the contract should be attached and initialled. Keep a fully signed copy.

Next step

If the contract is significant, or the other side's lawyers drafted it, a legal consultation before signing can flag the clauses that matter and what to negotiate.

This article is general information, not legal advice. Laws and procedures change and differ between emirates and between the mainland and free zones; take advice on your own circumstances before acting.