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A balanced agreement for a Company engaging an individual independent Contractor (for example a freelance permit holder) in the UAE mainland, governed by UAE federal law and the law of the chosen Emirate, with the Emirate's courts.
UAE Mainland
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Company legal name, licence number and address] (the "Company") and [TO BE CONFIRMED — Contractor name, Emirates ID or passport number and address] (the "Contractor").
"Services" means [TO BE CONFIRMED — Services].
"Deliverables" means [TO BE CONFIRMED — Deliverables and milestones].
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A balanced agreement for a Company engaging an individual independent Contractor under the law of the Abu Dhabi Global Market (English common law as applied in ADGM), with ADGM Courts jurisdiction.
"Commencement Date" means [TO BE CONFIRMED — Commencement date].
"Initial Term" means 12 months from the Commencement Date.
"Fees" means [TO BE CONFIRMED — Fees (amount, rate and basis)], payable in AED.
"Payment Period" means 30 days after receipt of a valid invoice.
"Expense Policy" means The Company will reimburse reasonable, necessary and pre-approved out-of-pocket expenses supported by receipts..
"VAT Treatment" means Fees are exclusive of VAT, which is payable only on receipt of a valid tax invoice where properly chargeable..
"Notice Period" means 30 days.
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party becoming insolvent or bankrupt includes bankruptcy or any equivalent procedure for an individual in any jurisdiction.
The Contractor must provide the Services with reasonable skill, care and diligence and in accordance with applicable law. The Company must give the Contractor the information and access the Contractor reasonably needs to provide the Services.
The Contractor must deliver the Deliverables by the agreed milestones. The Company must promptly review them and notify the Contractor of any material non-conformity with the agreed requirements, and the Contractor must have a reasonable opportunity to remedy it.
This agreement starts on the Commencement Date and continues for the Initial Term and then month to month until terminated under this clause.
Either party may terminate this agreement, without the need for a court order to the extent the law permits, by giving the other at least the Notice Period's written notice.
Either party may terminate this agreement immediately by written notice, without the need for a court order to the extent the law permits, if the other party commits a material breach and, where the breach can be remedied, does not remedy it within 14 days after written notice requiring it to do so, or becomes insolvent or bankrupt. The Contractor may also terminate immediately in the same way if the Company does not pay an undisputed amount within 14 days after written notice that it is overdue. The Company may also terminate immediately if the Contractor ceases to hold a permit or licence required by the Status clause, or dies or becomes permanently unable, through illness or incapacity, to provide the Services.
On termination or expiry, the Contractor must stop providing the Services, deliver all completed work and Company materials in the Contractor's possession, and submit a final valid invoice. The Company must pay Fees properly due for Services performed up to termination. Termination does not affect accrued rights or the clauses intended to continue after it.
The Contractor is an independent contractor and not an employee, worker, agent or partner of the Company. This agreement is a contract for services and not an employment contract under Federal Decree-Law No. 33 of 2021 on the regulation of employment relations. The Contractor has no authority to bind the Company unless the Company authorises it in writing.
The Contractor must hold, throughout this agreement, any freelance permit, licence and residence permit that UAE law requires for the Contractor to provide the Services, give the Company copies on request, and promptly tell the Company if any of them expires or is cancelled.
The Contractor decides how, when and where to provide the Services, subject to agreed deadlines and the Company's reasonable security and site requirements, and provides the Contractor's own equipment. The Contractor may provide services to others while this agreement continues, provided this does not breach the Confidentiality or Intellectual Property clauses or prevent the Contractor from providing the Services.
The Contractor is responsible for the Contractor's own licences, permits, insurance, taxes and other statutory obligations, and for any assistant the Contractor engages.
The Company must pay the Fees. The Contractor must issue accurate invoices containing the information required by law, and the Company must pay each undisputed amount within the Payment Period. If the Company disputes part of an invoice in good faith, it must pay the rest on time and promptly give reasons.
The Expense Policy applies. The Contractor must provide reasonable evidence of reimbursable expenses when invoicing.
The VAT Treatment applies. Each party is responsible for taxes the law imposes on it. The Company may make any deduction or withholding required by law and must give the Contractor reasonable evidence of it.
Each party must keep the other party's non-public information disclosed in connection with this agreement ("Confidential Information") confidential and use it only to perform or receive the Services. A party may disclose it to its professional advisers and to any approved assistant who needs to know it and is bound by confidentiality obligations, or where required by law or a competent authority. Confidential Information does not include information that the receiving party can show was lawfully known to it without restriction, becomes public other than through breach, or is independently developed without use of the other party's Confidential Information.
On request and on termination or expiry, the Contractor must promptly return or securely delete the Company's Confidential Information and property, except to the extent the law requires the Contractor to keep it, in which case it remains confidential.
The Work Product is created for the Company's benefit, and the economic rights in the works comprised in it belong to the Company. To the extent any such right does not vest in the Company, the Contractor assigns it to the Company as each item of Work Product is created, including the rights of reproduction, translation, adaptation, distribution, rental, broadcasting and communication to the public, for any purpose and by any means of exploitation, worldwide and for the full term of protection. The right to each invention, industrial design and other industrial property comprised in the Work Product, including the right to apply for and obtain a patent, utility certificate or industrial design registration for it in the United Arab Emirates or elsewhere, belongs to the Company, and to the extent it does not, the Contractor assigns it to the Company as soon as it is made. The Contractor must promptly disclose each such invention or design to the Company in writing. The Contractor keeps ownership of the Contractor's pre-existing materials, tools and know-how and grants the Company a perpetual, worldwide, non-exclusive, royalty-free licence to use any of them incorporated in the Work Product.
Moral rights in the Work Product remain with the Contractor, as the law does not allow them to be assigned or waived. To the extent the law permits, the Contractor consents to the Company publishing, adapting and modifying the Work Product and agrees not to object to that use, provided it does not harm the Contractor's reputation.
At the Company's request and expense, the Contractor must sign any confirmatory assignment, specifying the rights assigned, and any other document reasonably required to confirm, register or enforce the Company's rights in the Work Product. This includes signing, before the competent ministry, a notary public or otherwise in the form the law requires, any assignment of a patent, utility certificate or industrial design, or of an application for one, needed to record the Company's ownership in the industrial property register.
The Contractor must not incorporate third-party materials into the Work Product unless the Contractor has the right to do so and has told the Company the licence terms, and must obtain any permission reasonably needed for the Company to use the Work Product as this agreement contemplates.
Each party must comply with applicable data protection law. Where the Contractor processes personal data for the Company, the Contractor must do so only for the following purposes and on the Company's documented instructions: [TO BE CONFIRMED — Personal data processing details]. The Contractor must use appropriate technical and organisational safeguards, notify the Company without undue delay of a personal data breach affecting that data, reasonably assist the Company with data-subject and regulatory requests, and delete or return the data when the Services end unless the law requires otherwise.
Each party warrants that it has authority to enter into and perform this agreement. The Contractor warrants that, to the Contractor's knowledge, the Company's use of the Work Product as permitted by this agreement will not infringe a third party's intellectual property rights. To the extent the law permits, no other warranties apply.
The Contractor must indemnify the Company against third-party claims to the extent arising from infringement of intellectual property rights by the Work Product or the Contractor's breach of applicable law, except to the extent caused by Company materials, Company instructions, or modification or use outside this agreement. The Company must promptly notify the Contractor of a claim, allow the Contractor reasonable control of its defence and settlement, and give reasonable assistance at the Contractor's cost.
Nothing in this agreement limits or excludes liability for fraud, gross negligence or wilful misconduct, or any other liability that cannot lawfully be limited or excluded. Subject to that, neither party is liable for indirect or consequential loss or loss of profit, revenue, business or anticipated savings, and each party's total liability arising out of or in connection with this agreement is limited to the Liability Cap.
While providing the Services, the Contractor must maintain professional indemnity insurance of at least AED 1,000,000 for each claim with a reputable insurer and provide reasonable evidence of cover on request.
While providing the Services and for 6 months after this agreement ends, the Contractor must not solicit for employment any employee of the Company with whom the Contractor had material dealings through the Services, except through general recruitment not targeted at that employee. This restriction applies only to the extent the law permits.
A notice under this agreement must be in writing and delivered by hand, courier or email to the Company at [TO BE CONFIRMED — Company notice address and email] or to the Contractor at [TO BE CONFIRMED — Contractor notice address and email], or to a replacement address notified in writing. A notice is received when delivered by hand or by courier, or when an email is sent without a delivery-failure message if sent before 5.00 pm on a business day in the recipient's location, and otherwise on the next business day.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control that it could not have foreseen or avoided, provided it promptly notifies the other party and uses reasonable efforts to mitigate the effect. This does not excuse payment for Services already performed. If the event continues for 30 days, either party may terminate this agreement by written notice.
Neither party may assign or transfer its rights or obligations under this agreement without the other's prior written consent, not to be unreasonably withheld. The Contractor remains responsible for any approved assistant or subcontractor.
This agreement is the entire agreement between the parties about its subject matter and supersedes prior arrangements about it. A change is effective only if in writing and signed by both parties. A failure or delay in exercising a right is not a waiver of it.
If any provision of this agreement is invalid or unenforceable, it applies with the minimum modification needed to make it enforceable or, if that is not possible, is severed, and the rest of this agreement continues in effect.
This agreement is made in English. If it is translated into Arabic or another language, including for a court or authority, the English text prevails between the parties to the extent the law permits.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the federal laws of the United Arab Emirates and the laws applicable in the Emirate of Dubai. The courts of the Emirate of Dubai (which, for clarity, do not include the courts of the Dubai International Financial Centre or the Abu Dhabi Global Market) have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.
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