Contract drafting lawyers in Dubai

The contracts we draft

Ownership and investment

Shareholders' and founders' agreements, joint venture agreements, share subscription and share purchase agreements, convertible instruments adapted to UAE law, option and incentive plans, and the term sheets and heads of terms that come before all of them. Our guides cover the clauses that matter in a UAE shareholders' agreement and when a heads of terms becomes binding. Acquisitions run through our M&A practice.

Revenue contracts

Distribution, reseller, franchise and commercial agency agreements, supply and purchase agreements, framework and master services agreements, statements of work, SaaS and platform terms, website terms of use and privacy notices. These are the documents your customers sign, so we draft them to be accepted quickly as well as to protect you.

Suppliers, contractors and people

Outsourcing and services agreements, consultancy and contractor agreements that keep ownership of the work with you, employment contracts for mainland, free zone and DIFC employers, confidentiality and non-compete protection, and staff policies.

Finance and security

Shareholder and intercompany loans, guarantees, share pledges and the intercompany agreements a group needs for banking, transfer pricing and Corporate Tax purposes, coordinated with our group's accounting arm, Neo Finance.

Sector contracts

FIDIC and subcontract documentation through our construction practice, brand and talent agreements through our creator team, sponsorship and athlete contracts through sports and entertainment, and platform, token and market maker terms through our digital asset practice.

What makes a UAE contract hold up

The UAE is several legal systems in one country, and a contract that would work in London or Sydney can fail here for reasons that have nothing to do with the commercial deal. Four points decide most outcomes.

The governing law and the forum

Onshore UAE courts apply the Civil Transactions Law and work in Arabic. The DIFC and ADGM Courts are English-language common law courts that any party can agree to use. Arbitration in Dubai or Abu Dhabi, or offshore, is enforceable in the UAE under the New York Convention. The right choice depends on where your counterparty's assets are and what you will need to enforce. Our guide to governing law and dispute resolution clauses explains the trade-offs.

Clauses that work differently onshore

The Civil Transactions Law requires contracts to be performed in good faith, and an onshore court can adjust a pre-agreed compensation figure so that it matches the loss actually suffered. Liquidated damages, limitation of liability and termination clauses copied from a common law precedent do not always operate as the drafter expected. We draft them for the court that will read them.

The constitutional documents

For a mainland company, the memorandum of association is the document registered with the authorities and relied on by third parties. A shareholders' agreement that contradicts it, or the Commercial Companies Law, may bind the shareholders to each other but not the company. The two have to be drafted together.

Language and execution

English contracts are valid, but a dispute before the onshore courts runs on a certified Arabic translation, so the drafting has to survive translation. Electronic signatures are recognised under the Electronic Transactions and Trust Services law, with exceptions for documents that must be notarised and certain real estate and personal status matters.

How an engagement runs

We start with a call to understand the deal, the counterparty and what matters to you commercially, then confirm a fixed fee for the contract or the suite before any drafting starts. You receive a first draft with a short note on the positions we have taken and why, then a clean issues list for each round of negotiation. If you would rather your counterparty deals with us, we will run the negotiation directly. Businesses with a steady flow of contracts usually move to our outsourced general counsel retainer, which covers drafting, review and negotiation for a fixed monthly fee. We do not publish fees; we confirm them on the first call once we know the scope.

Who drafts

Commercial work is led by founder and managing partner Harly Zappino, whose corporate and M&A practice covers shareholder and joint venture documentation, capital raisings and transactions exceeding USD 1.4 billion in aggregate value, with founding partner Levent Shevki, who has more than 17 years in corporate, commercial and M&A practice and sits on the other side of the table too: he is a founder and board director of Twenty3 Sport and Entertainment and oversees a portfolio of more than ten operating companies. Our Emirati founding partners Khalil Abdulla, Feras Al Sadek and Shihab Al Hashimi bring the regional judgement that decides how a UAE counterparty should be approached, and specialist teams cover construction, creator and brand deals and Chinese-language matters.