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Contract Review Checklist

Fourteen checks before you sign a commercial contract in the UAE — with a risk score and the gaps to fix.

● Parties are named exactly as on their trade licences, with licence numbersA wrong or unlicensed party can leave you with nobody to enforce against.
● The signatory has authority to sign (MOA, board resolution or power of attorney)A contract signed without authority can be challenged by the company later.
● The scope of work or goods is defined precisely, with deliverables and acceptanceMost disputes start with “that was not included”.
● Price, payment dates, VAT and late-payment consequences are statedSilence on VAT or late payment usually costs the supplier.
● Term, renewal and termination rights (with notice periods) are clearYou need a clean way out — and to know when the other side has one.
● Liability is capped and excluded losses (e.g. lost profit) are listedWithout a cap, exposure can exceed the value of the contract.
Indemnities are limited to what each party controlsBroad indemnities shift the other side’s risk onto you.
Ownership and licence of intellectual property are dealt withPaying for work does not automatically transfer the IP in it.
Confidentiality and personal-data obligations are includedRequired where you share client, employee or business data.
● Governing law is chosenDetermines which rules a court or tribunal will apply.
● The dispute forum is chosen (onshore courts, DIFC, ADGM or arbitration seat and rules)A missing or broken clause adds months and cost to any dispute.
The prevailing language is stated (Arabic is needed before onshore courts)A conflicting translation can change the meaning of key terms.
Force majeure and change-of-law events are addressedDecides who carries the risk of events nobody controls.
Assignment and change-of-control are restricted or permitted as you needMatters if either business is sold or restructured.

How this works

  • Answer each check for the contract in front of you. Critical items (marked ●) carry double weight.
  • The score is the share of weighted checks you can answer “Yes”. “Not sure” counts as a gap — it usually is one.
  • A high score means the structure is there; it does not mean the terms are good for you. That needs a read of the clauses themselves.

Estimates and checklists for general guidance only — not legal or tax advice on your situation.

Questions

Does a contract have to be in Arabic in the UAE?

Not for validity between private parties, but documents relied on before the onshore courts must be in Arabic or officially translated — so state which language prevails.

Is an email exchange a binding contract?

It can be, if offer and acceptance on the essential terms are clear. That is exactly why the checklist matters before you say “agreed”.

More free tools

Free tools

UAE Corporate Tax Calculator

Estimate corporate tax at 0% / 9%, check Small Business Relief and the free-zone de minimis test.

UAE VAT Calculator & Registration Check

Add or remove 5% VAT, and check whether you must — or may — register.

End-of-Service Gratuity Calculator

Gratuity under UAE labour law: 21 days per year for the first five years, 30 days after, capped at two years’ wage.

Tell us what you are working on.

A short description is enough to start. We reply to every enquiry personally, usually within one business day.

+971 50 730 6224 · info@consulto.legal

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