Commercial Contracts

Managing Contracts

Most contract losses are not disputes. They are **auto-renewals nobody noticed**, obligations nobody tracked, and agreements signed by someone without authority. The remedy is unglamorous: a register, notice dates diarised, and a rule about who may sign.

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Managing Contracts

Signing authority, renewals and the obligations you agreed to

Most contract losses are not disputes. They are auto-renewals nobody noticed, obligations nobody tracked, and agreements signed by someone without authority. The remedy is unglamorous: a register, notice dates diarised, and a rule about who may sign.

ItemDetail
Company[COMPANY NAME], [licence] [NUMBER]
Register held in[SYSTEM / LOCATION]
Owner[NAME], [DESIGNATION]
Signing authority perThe delegated authority matrix
Standard governing law and forum[Emirate of ______ / DIFC / ADGM]
Standard payment terms[30] days
Legal review thresholdAED [AMOUNT] or [12] months
Reviewed[DATE]

1. Who May Sign

ContractAuthorityLegal review
Standard terms, below AED [AMOUNT][Manager]No
Above AED [AMOUNT][Senior manager]Yes
Any term beyond [12] months[Senior manager]Yes
Anything with an unlimited liability[Shareholders]Yes
Guarantees or security[Shareholders]Yes
Related party contracts[Shareholders, interested party abstaining]Yes
Anything creating a registrable agency[Shareholders]Yes — very hard to exit
Contracts involving personal data[Manager]DPO review
Anything requiring notarisation[Shareholders]Yes
Employment contracts[HR]Per template

1.1A third party dealing in good faith may rely on apparent authority. An internal signing rule that is not reflected in the constitutional document or the licence may not protect the Company against a commitment made beyond it.

1.2Which is why the rule has to be enforced internally rather than relied on externally. Someone signing outside their authority binds the Company and creates a disciplinary matter, not an escape route.

2. Before Signing

Generated from www.helionerp.com1

4 more pages in the Word file

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Notes for use

These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.

Most contract losses are administrative, not adversarial

Auto-renewals nobody noticed, obligations nobody tracked, agreements signed without authority. A register with owners and notice dates prevents more loss than any drafting improvement.

Diarise the notice date, not the expiry

By the expiry date the renewal has already happened. The reminder should fire well before the last date to give notice, with time to review and decide.

Check the form and address for notice

Notice clauses often specify both. Notice by email where the contract requires registered post to a named address is not notice, and the contract renews — a wholly avoidable and expensive technicality.

Extract your own obligations at signature

Contracts are read for what the other side must do and then filed. Reporting duties, insurance levels, minimum volumes and notification obligations go untracked until they are breached. Extract them into a register with owners.

Check you actually carry the insurance you promised

A contract requiring cover the Company does not hold is breached from signature and discovered when a claim arises. This is among the most common quiet breaches and the easiest to check.

One named owner per contract

Contracts owned by a department are owned by nobody. Named ownership is what makes notice dates, obligations and renewals someone’s actual responsibility.

Name the correct legal entity on both sides

Trading names are not entities and group affiliates are not interchangeable. Take the details from the current trade licence — a contract with the wrong entity is difficult to enforce and awkward to fix.

Check the counterparty is licensed for what they provide

A UAE company may only carry on its licensed activities. A supplier operating outside them creates problems for both sides, and the licence takes a minute to read.

Read the Arabic version

Where a bilingual contract is governed by onshore law, the Arabic prevails. A party relying on the English may be relying on terms that differ. Have it read before signing, not during a dispute.

Internal signing rules do not bind third parties

A person signing beyond their authority may still bind the Company where the third party acted in good faith. The rule protects the Company internally and is a disciplinary matter when broken — not an escape route from the contract.

Flag anything creating a registrable agency

A commercial agency registration gives the counterparty statutory protections that are very difficult to exit. It belongs at the highest approval level and needs legal review before signature.

Re-test related party contracts annually

Terms that were market at the outset drift, and transfer pricing requires them to remain arm’s length with documentation. An annual comparison is far easier than reconstructing a justification later.

Keep the signed originals

Including any Arabic version and any variation. A scan of an unsigned draft is not a contract, and question 10 of the annual review exists because this gap is more common than anyone expects.

Review concentration, not just individual contracts

A register makes visible what individual contract reviews cannot — that one customer represents most of the revenue, or one supplier is unreplaceable. That is a business risk found only by looking across the whole set.

Current as of

Reflects UAE law and practice current as of {{DATE OF USE}}. Commercial agency rules, notarisation requirements, VAT invoicing, data protection regimes and court jurisdiction all change — take UAE legal advice on material contracts and before signing anything that could be registrable as an agency.

This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, corporate secretary, or accountant as relevant) before you rely on it.