One UAE-specific question runs through this document: **is the person or company you are engaging genuinely independent, and are they licensed to do the work?** Engaging an individual without the right permit, or a company for activities outside its trade licence, creates exposure for the client as well as the supplier.
Services Agreement
Master terms, statement of work and consultants
One UAE-specific question runs through this document: is the person or company you are engaging genuinely independent, and are they licensed to do the work? Engaging an individual without the right permit, or a company for activities outside its trade licence, creates exposure for the client as well as the supplier.
| Item | Detail |
|---|---|
| Supplier | [NAME], licence [NUMBER], [jurisdiction] |
| Client | [NAME], licence [NUMBER], [jurisdiction] |
| Supplier type | [Licensed company / Freelance permit holder / Individual] |
| Licensed for these services? | [Y/N] — confirm against the trade licence |
| Services | [DESCRIBE THE CATEGORY — detail in each SOW] |
| Term | [2] years from [DATE] |
| Payment terms | [30] days from a valid tax invoice |
| VAT | 5% in addition where the Supplier is registered |
| IP in deliverables | [Assigned to the Client / Licensed] |
| Liability cap | [Fees paid in the preceding 12 months / AED ______] |
| Governing law and forum | [Emirate of ______ / DIFC / ADGM / Arbitration] |
| Language | [English / Bilingual — Arabic prevails onshore] |
1. Structure
1.1This agreement sets the terms on which the Supplier provides services. It does not itself commit either party to any particular engagement.
1.2Each engagement is documented in a Statement of Work signed by both parties, incorporating these terms.
1.3Where a Statement of Work conflicts with this agreement, this agreement prevails, unless the Statement of Work identifies the clause it varies, states that it is varying it, and is signed by an authorised signatory of each party.
1.4Purchase order terms, supplier standard terms and terms appearing on any portal or invoice do not apply.
2. Licensing and Status
2.1The Supplier warrants that it holds a valid trade licence or permit covering the services, and shall provide a copy on request and on renewal.
2.2Where the Supplier is an individual, they warrant that they hold the appropriate permit to provide the services in the UAE — a freelance permit, a Green Visa, or the written consent of their sponsoring employer.
2.3The Supplier is an independent contractor. Nothing creates employment, partnership or agency.
2.4The Supplier shall determine how the services are performed, subject to the objectives and deadlines in the Statement of Work.
6 more pages in the Word file
This is page 1 of the Word document, exactly as it appears when you open it. Fields shown like THIS are placeholders for you to complete.
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.
A UAE company may only carry on the activities on its trade licence. Engaging a supplier for services outside its licence exposes both parties, and the invoice may be questioned. Ask for the licence, read the activity list, and re-check on renewal.
A person cannot simply invoice you as a freelancer. They need a freelance permit, a Green Visa, or written consent from their sponsoring employer. Engaging someone without one creates exposure for the client as well as the individual, and it is the most common informal arrangement in the market.
Fixed hours set by you, a company email identity, appraisals, a line manager and a desk in your office all point towards employment. Where an engagement genuinely needs that level of integration, employ the person and obtain the work permit. Clause 2.5 sets the boundary; the practice has to match it.
Intellectual property created by a contractor generally remains theirs unless assigned in writing — unlike work created by an employee in the course of employment. This is the single most common gap in consultancy arrangements and it surfaces in due diligence years later.
Copyleft licences can require disclosure of source code, which is a serious problem for a client expecting proprietary software. Clause 5.4 requires identification and consent. Ask before delivery, not after deployment.
The structure only works if the Statement of Work stays confined to scope, deliverables, timing and price. Once SOWs start varying liability caps and IP ownership there are effectively several contracts and nobody knows which governs.
The exclusions list prevents more disputes than the inclusions list. Everyone agrees what is being built; the argument is about what was assumed to come with it. Spend the time on that row.
A fixed price rests on assumptions about data quality, access, decision speed and third party cooperation. Recording them converts a failed assumption from an argument into a change request.
Most delays in services engagements are caused by the client — late data, unavailable people, slow decisions. Recording dependencies in the SOW converts that from a supplier failure into a documented extension.
The client needs a valid tax invoice with all required particulars to recover input tax, including the VAT amount in dirhams. A defective invoice turns a compliance point into a commercial dispute and a request to reissue.
Federal PDPL, DIFC or ADGM depends on where each party is established. Where the client is in a financial free zone and the supplier onshore, sending personal data is a restricted transfer requiring safeguards — the mainland is not on the DIFC adequacy list.
Onshore courts operate in Arabic with translated documents; DIFC and ADGM operate in English under common law. For a services dispute the practical difference is cost and speed. Where both parties are onshore an onshore forum is usually unavoidable; where there is a genuine free zone connection, consider it.
A cap at twelve months’ fees is standard. Whether confidentiality, data protection and the IP indemnity sit inside or outside it is what matters, because those exposures can dwarf the contract value.
Restrictions on hiring the other side’s people should be limited in time and to individuals materially involved in the services. Broad restraints across an entire organisation are harder to justify and harder to enforce.
Reflects UAE law and practice current as of {{DATE OF USE}}. Licensing requirements, freelance and work permit rules, VAT invoice particulars, data protection regimes and court jurisdiction all change — confirm the supplier’s licensing position before engagement and take legal advice on any material services agreement.
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.