The Standard Consulting Agreement is essential for businesses operating in the UAE that engage external expertise for various professional services. This document is designed to comply with UAE federal laws, including the Civil Code and Commercial Transactions Law, while providing a robust framework for consulting relationships. The agreement is particularly important in the UAE context where clear delineation between employment and consulting relationships is crucial for regulatory compliance. It typically includes comprehensive provisions for service delivery, payment structures, intellectual property protection, and confidentiality obligations, all aligned with UAE legal requirements and business practices. The Standard Consulting Agreement is commonly used by both UAE mainland and free zone companies, as well as government entities, when engaging consultants for projects ranging from strategic advisory to technical implementations.
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1. Parties: Identification of the parties, including full legal names, license/registration numbers, and addresses as required under UAE law
2. Background: Context of the agreement and confirmation of parties' capacity and authority to contract
3. Definitions: Defined terms used throughout the agreement, including Arabic translations of key terms where necessary
4. Scope of Services: Detailed description of consulting services to be provided, deliverables, and performance standards
5. Term and Timelines: Duration of the agreement, commencement date, and any renewal provisions
6. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing requirements
7. Consultant's Obligations: Key responsibilities, performance standards, and compliance with UAE laws
8. Client's Obligations: Client's responsibilities, including provision of information and cooperation
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during the engagement
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with UAE data protection laws and data handling requirements
12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
13. Termination: Termination rights, notice periods, and consequences of termination
14. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction of UAE courts
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on competitive activities, if applicable to the consulting relationship
2. Force Majeure: Events beyond parties' control affecting performance, including specific UAE force majeure concepts
3. Insurance: Insurance requirements for consultant, if required for specific types of services
4. Compliance with Anti-Corruption Laws: Additional compliance provisions for government-related consulting
5. Local Content Requirements: Provisions addressing UAE local content requirements if applicable
6. Assignment and Subcontracting: Rights to assign or subcontract services, if permitted
7. Exclusivity: Exclusive service provisions if consultant is restricted from serving other clients
8. Key Personnel: Identification and replacement of key personnel if specific expertise is crucial
1. Schedule 1 - Services Description: Detailed scope of work, deliverables, and performance specifications
2. Schedule 2 - Fees and Payment Schedule: Detailed fee structure, payment milestones, and expense policies
3. Schedule 3 - Service Levels: Performance metrics, quality standards, and reporting requirements
4. Schedule 4 - Key Personnel: List of key consultant personnel and their qualifications
5. Schedule 5 - Client Materials and Resources: Resources and information to be provided by the client
6. Schedule 6 - Compliance Requirements: Specific UAE regulatory requirements applicable to the services
7. Appendix A - Form of Invoice: Template for invoices meeting UAE requirements
8. Appendix B - Progress Report Template: Standard format for progress reporting
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