The Consulting Agreement Indemnification is essential for businesses engaging consultants or professional service providers in the United Arab Emirates. This document is specifically designed to comply with UAE federal laws and regulations, including the UAE Civil Code and Commercial Transactions Law. It is particularly relevant when engaging consultants for high-value or high-risk projects where clear risk allocation and protection mechanisms are crucial. The agreement includes comprehensive indemnification provisions that address professional liability, third-party claims, intellectual property infringement, and other potential risks while ensuring enforceability under UAE law. This document type is commonly used by companies seeking to protect their interests while maintaining professional relationships with consultants, and it incorporates necessary provisions for both local and international consulting arrangements within the UAE jurisdiction.
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1. Parties: Identification of the parties, including full legal names, addresses, and registration details as required under UAE law
2. Background: Context of the agreement, relationship between parties, and general purpose of the consulting arrangement
3. Definitions: Key terms used throughout the agreement, including specific UAE legal terminology where relevant
4. Scope of Services: Detailed description of consulting services to be provided
5. Consultant's Obligations: Specific duties, responsibilities, and standard of care required from the consultant
6. Client's Obligations: Responsibilities and obligations of the client, including provision of information and cooperation
7. Fees and Payment: Compensation structure, payment terms, and currency specifications
8. Indemnification: Core indemnification provisions, including scope, limitations, and process for claims
9. Insurance: Required insurance coverage and minimum limits
10. Term and Termination: Duration of agreement and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property: Ownership and usage rights of intellectual property
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses adapted for UAE law compliance
1. Force Majeure: Specific provisions for unforeseen events, recommended when services are susceptible to external disruptions
2. Non-Competition: Restrictions on competitive activities, optional based on nature of consulting services
3. Assignment and Subcontracting: Rights to transfer obligations or use subcontractors, important for complex consulting arrangements
4. Compliance with Laws: Specific regulatory compliance requirements, necessary for regulated industries
5. Data Protection: Specific data handling requirements, necessary when personal data processing is involved
6. Language: Specification of controlling language, important when agreement is bilingual Arabic/English
1. Schedule 1 - Scope of Services: Detailed breakdown of consulting services and deliverables
2. Schedule 2 - Fee Schedule: Detailed fee structure, payment milestones, and expense policies
3. Schedule 3 - Insurance Requirements: Specific insurance types, coverage limits, and requirements
4. Schedule 4 - Key Personnel: List of key consultant personnel assigned to the project
5. Schedule 5 - Service Levels: Performance metrics and standards for consulting services
6. Appendix A - Required Forms: Standard forms for claims, notices, or other formal communications
7. Appendix B - Client Policies: Relevant client policies consultant must comply with
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