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Engagement Agreement for United Arab Emirates

Engagement Agreement Template for United Arab Emirates

This document is a comprehensive Engagement Agreement governed by UAE law, establishing the professional relationship between a service provider and client. It outlines the terms and conditions for the provision of professional services, including scope, deliverables, fees, obligations, and compliance requirements under UAE jurisdiction. The agreement incorporates key provisions required by UAE Federal Laws, including the Civil Code and Commercial Transactions Law, and can be adapted for use in mainland UAE or free zones. It includes necessary bilingual considerations (Arabic/English) and addresses specific UAE regulatory requirements for professional service engagements.

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What is a Engagement Agreement?

The Engagement Agreement is a fundamental document used in the United Arab Emirates to establish and govern professional service relationships between service providers and their clients. This contract type is essential for businesses operating in the UAE mainland or free zones, providing a legally compliant framework for professional engagements while adhering to UAE Federal Laws, including Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993). The agreement typically covers comprehensive terms including service scope, deliverables, payment terms, intellectual property rights, confidentiality, and dispute resolution mechanisms. It's particularly important in the UAE context due to specific local legal requirements, such as the need for bilingual documentation and compliance with local professional licensing regulations.

What sections should be included in a Engagement Agreement?

1. Parties: Identification of the service provider and client, including full legal names, addresses, and registration details

2. Background: Context of the engagement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement, ensuring clarity and consistent interpretation

4. Scope of Services: Detailed description of services to be provided, including specific deliverables and exclusions

5. Term and Commencement: Duration of the engagement and conditions for commencement

6. Fees and Payment Terms: Detailed fee structure, payment schedule, and invoicing requirements

7. Obligations of the Service Provider: Specific duties, responsibilities, and service standards

8. Client Obligations: Client's responsibilities, including provision of information and cooperation

9. Confidentiality: Protection of confidential information and trade secrets

10. Intellectual Property: Ownership and usage rights of pre-existing and created IP

11. Liability and Indemnification: Limitation of liability and mutual indemnification provisions

12. Termination: Grounds for termination, notice requirements, and consequences

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

15. Execution: Signature blocks and execution formalities

What sections are optional to include in a Engagement Agreement?

1. Service Levels: Specific performance metrics and standards, used when quantifiable service levels are required

2. Change Control: Process for managing changes to scope or services, relevant for complex or long-term engagements

3. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value engagements

4. Non-Competition: Restrictions on competitive activities, used when protecting market position is crucial

5. Insurance: Specific insurance requirements, important for high-risk services or regulated industries

6. Data Protection: Detailed data handling provisions, required when personal or sensitive data is involved

7. Anti-Corruption: Compliance with anti-corruption laws, particularly important for international engagements

8. Warranties: Specific warranties beyond standard obligations, used for specialized services

9. Step-In Rights: Rights to take over services, relevant for critical service provisions

What schedules should be included in a Engagement Agreement?

1. Schedule 1 - Scope of Services: Detailed breakdown of services, methodologies, and deliverables

2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment terms

3. Schedule 3 - Key Personnel: List of key team members and their roles

4. Schedule 4 - Service Levels: Detailed performance metrics and measurement criteria

5. Schedule 5 - Client Dependencies: Specific client-provided resources and requirements

6. Appendix A - Form of Change Order: Template for documenting and approving changes

7. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements

8. Appendix C - Technical Requirements: Technical specifications or standards applicable to the services

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use

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