Contract Writing in the UAE
Contract writing involves turning agreed terms into clear, legally appropriate provisions that define the rights and responsibilities of the contracting parties.
A commercial understanding may appear straightforward until the parties disagree about what a particular term requires. Words such as “reasonable time,” “satisfactory performance,” or “additional costs” can create uncertainty when the agreement does not explain how these expressions should operate.
For businesses and individuals in the UAE, effective contract writing requires more than recording commercial terms. The language must reflect the intended arrangement, operate consistently throughout the document, and comply with the applicable legal framework.
Abdulrahman Alshaali Advocates & Legal Consultants assists clients in preparing and refining contractual wording that reflects their objectives while addressing foreseeable risks and potential disagreements.
How UAE Law Influences Contract Wording
Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law provides the general legal framework governing civil contracts and obligations in the UAE.
Article 120 establishes principles governing contractual interpretation, including the relevance of the parties’ intentions, expressed contractual terms, good faith, and the circumstances surrounding the agreement.
These principles make accurate wording particularly important. Contractual provisions should communicate the parties’ commitments clearly while remaining consistent with the applicable legal framework.
Specialised agreements may also be subject to mandatory requirements that cannot be overridden by contractual wording.
Turning Commercial Terms into Clear Contractual Obligations
The first challenge in contract writing is distinguishing what the parties expect from what they are legally committing to do.
A commercial proposal may state that a service provider will complete a project quickly and deliver satisfactory results. These expressions communicate expectations but may not establish sufficiently precise performance requirements.
The agreement should instead consider the intended completion date, the required deliverables, how performance will be assessed, and the responsibilities of each party.
For example:
Unclear wording:
“The contractor shall complete the work as soon as possible.”
More precise wording:
“The contractor shall complete the work by the agreed completion date specified in Schedule 1, subject to any extension approved in accordance with this Agreement.”
The second formulation identifies the source of the deadline and the mechanism for changing it.
However, appropriate wording depends on the actual transaction. A construction project, professional consultancy, and supply arrangement may require different approaches to deadlines and extensions.
How to Write Contract Clauses Without Creating Conflicting Terms
An agreement may contain individually understandable clauses that produce inconsistent results when read together.
Consider a contract with the following provisions:
- The payment clause requires the customer to pay within seven days of receiving an invoice.
- The acceptance clause states that payment becomes due only after the customer approves the completed work.
- The termination clause requires immediate settlement of all outstanding invoices.
If the agreement does not explain how these obligations interact, a disagreement may arise over whether payment is due before acceptance or immediately upon termination.
Effective contract writing requires reviewing the relationship between provisions rather than treating each clause as an isolated statement.
Establish a Consistent Payment Trigger
The agreement should identify the event that creates a payment obligation, such as delivery, acceptance, completion of a milestone, or another agreed condition.
Use Defined Terms Consistently
If the agreement defines “Completion Date,” the same expression should be used throughout the document unless a different date is intentionally required.
Address Exceptions Explicitly
Where payment, delivery, or performance obligations are subject to exceptions, the relevant conditions should be stated clearly.
Review Cross-References
References to other clauses and schedules should be checked to ensure they direct the reader to the correct provisions.
These drafting practices help create an agreement whose provisions operate together rather than introducing competing obligations.
Defining Responsibilities When More Than One Party Is Involved
Contractual responsibilities become particularly important where several individuals, companies, or service providers contribute to the same transaction.
A contract should distinguish between obligations performed independently and those requiring cooperation.
For example, a technology implementation agreement may require one company to supply software while another provides access to existing systems and necessary information.
If implementation is delayed because system access was not provided, the agreement should offer a clear basis for determining the parties’ responsibilities.
Relevant wording may address cooperation requirements, information-sharing obligations, dependencies between tasks, and procedures for notifying the other party of delays.
When preparing a draft contract between two parties, these matters should be established according to the actual responsibilities of each contracting party rather than assuming that obligations are automatically shared equally.
Writing Contract Clauses That Address Changes in Scope
Some contractual relationships develop after signing, particularly where services are delivered over several months or project requirements evolve.
An agreement that does not establish how changes are approved may create disagreements about whether additional work is included in the original price.
A practical change-control provision may address:
- Who can request additional work or changes.
- Whether approval must be documented.
- How changes affect fees and completion dates.
- When the revised obligations become effective.
For example, a consulting agreement may require written approval of a revised scope and additional fees before the consultant begins work outside the original engagement.
The appropriate approval procedure should reflect the transaction and applicable contractual requirements.
Clear change-control wording helps distinguish agreed variations from informal requests or proposals that have not become binding amendments.
When Should Contract Language Be More Detailed?
Not every contractual provision requires extensive wording. The level of detail should reflect the legal and commercial importance of the matter being addressed.
A straightforward payment provision may require only a defined amount, payment date, and payment method.
A complex arrangement involving staged delivery, performance testing, conditional payments, or several contracting entities may require additional detail.
The drafting should be proportionate to the transaction.
Excessive language can introduce unnecessary definitions and qualifications, while overly brief provisions may omit information needed to establish the parties’ obligations.
The objective is not to produce the longest possible agreement. It is to ensure that the essential terms are sufficiently clear for the transaction they govern.
Contract Language and the Risk of Ambiguous Interpretation
Ambiguity often arises when contractual language allows the parties to reach different conclusions about the same obligation.
For example, a clause requiring a customer to reimburse “all applicable expenses” may create uncertainty if the agreement does not identify the expenses covered, establish financial limits, or specify whether prior approval is required.
A more effective provision would identify the recoverable expense categories, establish any agreed limits, and explain the approval process for additional expenditure.
Similar difficulties can arise when a contract uses expressions such as “material delay” or “satisfactory completion” without establishing how those conditions will be assessed.
The appropriate solution depends on the transaction. Rather than attempting to define every possible situation, the agreement should provide objective criteria for obligations that are likely to affect payment, performance, or contractual remedies.
For example, if a contract permits termination following a material delay, it may be useful to identify the relevant deadlines, any applicable notice requirements, and whether the party responsible for the delay has an opportunity to remedy the breach.
This approach provides a clearer basis for determining whether a particular event triggers a contractual right or obligation.
Avoiding Problems with Templates and Standard Contract Wording
Standard contract templates can provide a useful starting structure, but their provisions may not reflect the transaction being negotiated.
A template prepared for another jurisdiction may use terminology, remedies, or assumptions that do not correspond to the applicable UAE legal framework.
Even a template originally prepared for a UAE transaction may become unsuitable if the parties, commercial arrangements, or legal requirements differ.
Before using standard wording, the drafter should consider whether the provisions accurately reflect the agreement and whether they are consistent with the laws governing the transaction.
Particular care is required when incorporating provisions concerning liability, contractual remedies, dispute resolution, and termination.
A contract drafting lawyer can assist in assessing whether standard wording is appropriate or requires changes to reflect the parties’ specific circumstances.
Contract Writing for Bilingual Agreements
Some UAE transactions involve parties who prefer different working languages.
Where a contract is prepared in Arabic and English, the drafting process should address consistency between the two versions.
Technical terms, defined expressions, financial obligations, and cross-references should convey the intended meaning in both languages.
The parties should also consider applicable mandatory language requirements and whether the agreement will need to be submitted to a court, regulatory authority, or other official body.
A provision identifying the intended governing language may help clarify the parties’ agreement, but it cannot override mandatory legal or procedural language requirements.
Bilingual drafting should therefore focus on substantive consistency rather than relying on a word-for-word translation alone.
What Information Should You Provide Before Contract Writing Begins?
Clients can help make the drafting process more effective by providing the information that defines the proposed transaction.
Useful materials may include the agreed commercial terms, the identity of the contracting parties, proposed deadlines, payment arrangements, and any existing correspondence recording important decisions.
Where negotiations have already taken place, it is useful to distinguish confirmed agreements from proposals that remain subject to approval.
The drafter should also be informed about any commercially important conditions, such as a required regulatory approval, a dependency on another contract, or a deadline linked to an external event.
Clarifying these matters early reduces the need for repeated revisions and helps ensure that the written document accurately reflects the intended arrangement.
Contract Writing Assistance from Abdulrahman Alshaali Advocates & Legal Consultants
Abdulrahman Alshaali Advocates & Legal Consultants assists businesses and individuals with preparing contractual wording appropriate to their transactions.
Our work may include examining agreed terms, developing contractual provisions, reviewing inconsistencies, and incorporating negotiated changes.
Where a client already has an agreement, we can assist in identifying wording that requires clarification or adjustment.
For broader assistance with preparing and reviewing agreements, explore our contract drafting services.
The objective is to develop contractual documentation that communicates the parties’ commitments accurately and provides an appropriate framework for their relationship.
Explore Our Contract Drafting Services
Our contract-related services address different agreements and legal requirements. Explore the following areas for guidance on preparing documents suited to your transaction.
General Contract Preparation
contract drafting: Explore the complete process of preparing, reviewing, and negotiating agreements under UAE law.
draft contract: Understand how agreed commercial terms are developed into a structured contractual document.
contract drafting lawyer: Obtain legal assistance with contractual wording, risk assessment, and negotiations.
draft contract between two parties: Define mutual responsibilities, consideration, and performance obligations between two contracting parties.
Employment and Workplace Agreements
draft employment contract: Prepare employment terms addressing remuneration, duties, duration, and applicable employment requirements.
Draft Employment Agreement: Develop employment-related documentation reflecting the applicable labour framework and agreed employment conditions.
Non-Compete Agreement Draft: Address restrictions on competitive activity while considering applicable legal limitations.
Property and Rental Agreements
draft tenancy agreement: Establish the responsibilities of landlords and tenants under the applicable tenancy legislation.
draft lease agreement: Prepare provisions addressing property use, lease duration, rent, and contractual responsibilities.
draft rental agreement: Document rental payments, maintenance responsibilities, security deposits, and other relevant arrangements.
Corporate and Investment Agreements
draft partnership agreement: Establish partners’ contributions, management responsibilities, and financial arrangements.
draft operating agreement: Prepare internal management arrangements using documentation appropriate to the entity’s legal form.
Draft Shareholders Agreement: Define shareholder rights, management arrangements, share transfers, and exit procedures.
Draft Investment Agreement: Document investment commitments, funding conditions, and the rights of investors and other parties.
Draft Joint Venture Agreement: Establish the responsibilities and contributions of parties undertaking a collaborative business project.
Commercial and Financial Agreements
draft business contract: Prepare agreements governing commercial transactions and business relationships.
Draft Sales Agreement: Define the subject of a sale, price, delivery obligations, and relevant contractual conditions.
Draft Supply Agreement: Establish supply quantities, product specifications, delivery requirements, and payment arrangements.
draft loan agreement: Document financing obligations, repayment terms, and relevant security or default provisions.
Franchise Agreement Draft: Establish contractual terms concerning franchise operations, fees, intellectual property, and the parties’ responsibilities.
Draft Agreement Between Two Companies: Define the contractual obligations and commercial arrangements between separate corporate entities.
Services and Confidentiality Agreements
draft consulting services agreement: Specify consultancy deliverables, professional responsibilities, fees, and engagement terms.
Draft Service Agreement: Establish service requirements, performance standards, and payment obligations.
draft nda agreement: Identify confidential information and establish restrictions on unauthorised disclosure or use.
Draft Confidentiality Agreement: Document confidentiality obligations appropriate to negotiations and ongoing business relationships.
Personal and Dispute-Related Agreements
Prenuptial Agreement Draft: Examine legally available arrangements for documenting financial understandings before marriage under the applicable personal status framework.
Draft Settlement Agreement: Record negotiated resolutions, performance obligations, and agreed settlement conditions.
Each document requires an assessment of the transaction and the legislation applicable to the parties.
Speak to Our Contract Writing Team
Whether you need an agreement prepared from agreed commercial terms or require assistance refining an existing draft, Abdulrahman Alshaali Advocates & Legal Consultants can help assess the relevant wording and contractual requirements.
Contact our team to discuss your proposed agreement and the legal assistance appropriate to your circumstances.
Frequently Asked Questions
1. Can handwritten changes be added to a printed contract before signing?
Handwritten changes may form part of an agreement where they are validly accepted by the parties and comply with any applicable formal requirements.
To reduce uncertainty, changes should be clearly identified and acknowledged by the relevant parties. The final executed document should establish which wording was agreed and avoid conflicting versions.
2. Is it advisable to leave blank spaces in a contract until the parties agree on the remaining details?
Leaving important terms incomplete can create uncertainty about the parties’ obligations and whether they have reached a sufficiently definite agreement.
Essential information should be resolved before execution where possible. If a matter is intended to be determined later, the agreement should establish a legally appropriate mechanism for doing so.
3. Can schedules and annexes form part of a contract?
Schedules and annexes can form part of the contractual arrangement where they are properly incorporated into the agreement.
The contract should identify the relevant attachments and explain their relationship with the main document. Where provisions conflict, an appropriate order-of-precedence clause may help determine which terms apply.
4. Who should approve the final wording when several departments are involved in a company contract?
The company should establish an internal approval process that reflects the transaction and its governance arrangements.
Commercial, financial, operational, and legal teams may need to review different aspects of the document. Final approval and execution should be carried out by individuals with the necessary authority.
Sources
- Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law.UAE Legislation Platform.Relevant provisions include Article 120 concerning contractual interpretation and the provisions governing contractual formation.Read the official legislation
