Commercial Contract Review in the UAE: 10 Things to Check

Ten points to review before you sign

1. Correct legal entities. Check each party’s full legal name, registration details and authority to sign. A brand or trading name may not identify the party that will owe the obligations.
2. Scope and deliverables. State what will be supplied or performed, what is excluded, how changes are approved and who must provide information or access.
3. Price and payment. Confirm the price, currency, taxes where relevant, invoicing, due dates, expenses, late payment consequences and any milestones or conditions for payment.
4. Delivery and acceptance. Define delivery dates, review periods, acceptance criteria, defect reporting and how a rejected deliverable will be corrected.
5. Variations and change control. Set a practical method for approving scope, fees, timing and dependencies. Avoid relying on informal messages that leave a dispute about what was agreed.
6. Warranties and service levels. Make the promised quality, response times, performance commitments and remedy for non performance realistic and measurable.
7. Liability and indemnities. Understand what losses each party may be responsible for, any caps, exclusions and risks that may not be covered by insurance. The commercial allocation should be deliberate, not copied without review.
8. Confidentiality, data and intellectual property. Identify what is confidential, who can use the information, who owns deliverables and what happens to data or work product after the contract ends.
9. Term and termination. Check renewal, termination for breach, cure periods, termination for convenience if relevant, handover duties and payment for work already performed.
10. Governing law, notices and disputes. Confirm the governing law, court or arbitration forum, language, official notice method and addresses for service. These terms can matter greatly if the relationship fails.

Review the whole agreement, not only the headline clause

Key obligations are often spread across the main agreement, schedules, purchase orders, service descriptions, policies and appendices. Check which document prevails if they conflict and whether an amendment changes earlier terms.

The UAE Civil Transactions Law that came into force on 1 June 2026 is one reason businesses should review the legal assumptions behind their contract templates. Its effect on a specific contract depends on the transaction, governing law, timing and other applicable rules. Use the official legislation rather than a generic online clause library.

Questions to ask before approval

• Can the business team explain what each party must do and by when?
• Are there obligations that depend on a third party, regulator, customer or supplier?
• Does the contract specify who approves changes and how that approval is recorded?
• If performance stops, can the business protect its data, work product, payments and customers?
• Do the dispute and notice clauses fit the real location of the parties and assets?

Common questions

Can I reuse a contract from another country?

A template can be a starting point, but definitions, remedies, governing law, dispute forums and mandatory rules vary. Review the full agreement for the actual transaction and applicable legal regime.

Does every UAE contract need a dispute resolution clause?

The right approach depends on the transaction and governing framework, but the parties should understand how a dispute is intended to be handled. A vague or inconsistent clause can create uncertainty at the moment it is needed most.

When should I ask for a review?

Ideally before signing or accepting a material change. If a deadline is close, prioritise the clauses with the greatest effect on price, delivery, liability, termination and dispute handling.

Disclaimer: This article provides general legal information for awareness and is not legal advice on a particular matter. Laws, procedures and outcomes depend on the facts, jurisdiction and applicable legal framework. It does not create a lawyer client relationship. Please verify the current official source and seek appropriately scoped advice before acting.