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A reusable agreement for professional services between a Customer and Provider established in different countries, designed for United States federal-law and UAE mainland cross-border transactions.
United States (Federal) · 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 — Customer legal name and details] (the "Customer") and [TO BE CONFIRMED — Provider legal name and details] (the "Provider").
"Purpose" means [TO BE CONFIRMED — Purpose].
"Services" means [TO BE CONFIRMED — Services].
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"Service Location" means [TO BE CONFIRMED — Service location(s)].
"Service Start Date" means [TO BE CONFIRMED — Service start date].
"Acceptance Period" means [TO BE CONFIRMED — Acceptance period].
"Fees" means [TO BE CONFIRMED — Fees].
"Currency" means [TO BE CONFIRMED — Currency].
"Payment Period" means [TO BE CONFIRMED — Payment period].
"Late Interest Rate" means 1% per month or the maximum lawful rate, if lower.
"Exchange-Rate Allocation" means each party bears its own exchange and bank-conversion costs.
"Tax Allocation" means fees are exclusive of indirect taxes; Customer may withhold only as required by law and will provide evidence.
"Permanent-Establishment Allocation" means each party bears its own permanent-establishment and direct-tax risk caused by its own acts or personnel.
"Background IP" means [TO BE CONFIRMED — Background IP].
"Transfer Mechanism" means applicable adequacy decision or other lawful transfer mechanism.
"Required Insurance" means commercially reasonable insurance appropriate to the Services.
"Initial Term" means one year from the Service Start Date.
"Termination Notice Period" means 30 days.
"Exit Assistance Period" means 30 days.
"Contract Language" means English.
"Governing Law" means [TO BE CONFIRMED — Governing law].
"Dispute Forum" means arbitration.
"Arbitration Rules" means ICC Arbitration Rules.
"Arbitration Seat" means a mutually agreed neutral seat.
"Arbitration Language" means English.
"Number of Arbitrators" means one.
"Data Processing Agreement" means [TO BE CONFIRMED — Data Processing Agreement].
"Liability Cap" means [TO BE CONFIRMED — Liability cap].
"Liability-Cap Basis" means fees paid or payable in the 12 months before the event.
Provider will perform the Services with due skill, care and diligence, in accordance with this agreement and applicable law, and will provide the Deliverables for the Purpose. Provider will supply suitably qualified personnel and will comply with Customer's reasonable site, security and safety rules notified in advance.
Provider may use subcontractors to perform the Services only with Customer's prior written permission, but may use its affiliates without Customer's prior written permission. Provider remains responsible for all acts and omissions of its subcontractors, for ensuring their compliance with this agreement and any applicable statement of work, and for paying them.
Customer will provide timely access, decisions, information, cooperation and approvals reasonably necessary for Provider to perform the Services. Provider is not responsible for delay or failure caused by Customer's failure to do so, to the extent Provider promptly notifies Customer of the impact and uses reasonable efforts to mitigate it.
Neither party is required to perform a change to the Services, Deliverables, Fees, timetable or assumptions unless authorised in a written change order signed by authorised representatives of both parties. A change order must state its effect on scope, charges, timing, acceptance criteria and other affected terms.
Each party will specify in each applicable statement of work a project lead with responsibility and authority to act as its key point of contact and decisionmaker, and an escalation lead with more senior executive authority. Provider's project lead will provide regular updates to Customer's project lead on the status of the Services and Deliverables, including delivery dates and other agreed timeframes. If either party believes the other has failed to perform a required action or the parties disagree over acceptance, a change request or another process, their project leads will meet and discuss the issue in good faith. If they do not resolve it within 10 days, either party may request a meeting of the escalation leads, who will use reasonable and good-faith efforts to resolve the matter within 10 days of the request.
Customer will review each Deliverable against the agreed specifications during the Acceptance Period after delivery. Customer may reject it only by written notice identifying material non-conformities within that period. Provider will promptly correct confirmed non-conformities and resubmit the Deliverable. A Deliverable is accepted when Customer accepts it in writing, uses it in production other than for evaluation, or does not issue a valid rejection within the Acceptance Period.
Customer will pay the Fees in the Currency for Services properly performed and accepted expenses expressly authorised in writing. Provider may invoice as stated in an applicable statement of work, or monthly in arrears if none is stated. Customer will pay undisputed invoiced amounts within the Payment Period after receipt of a valid invoice. Customer will notify Provider promptly of any good-faith dispute and pay the undisputed portion when due.
Overdue undisputed amounts accrue simple interest from the due date until payment at the Late Interest Rate, to the extent permitted by applicable law. After giving at least 10 business days' written notice, Provider may suspend affected Services while an undisputed overdue amount remains unpaid; Provider will resume promptly after payment.
Payments must be made in the Currency in immediately available funds to the account notified by Provider. Exchange conversion and bank charges are allocated in accordance with the Exchange-Rate Allocation. Neither party may deduct or set off an amount except as required by law or agreed in writing.
Taxes are allocated in accordance with the Tax Allocation. Each party is responsible for taxes imposed on its own net income, franchise, employment and property. Customer will pay properly chargeable indirect taxes unless the Fees are expressly tax-inclusive or Customer supplies a valid exemption document. If withholding is required by law, Customer may withhold and remit it, will use reasonable efforts to minimise it lawfully, and will provide Provider official evidence of remittance.
Provider acts as an independent contractor. Nothing creates employment, worker, partnership, joint-venture, fiduciary, agency or representative relationship between the parties, and neither party may bind the other. Provider controls the manner and means of performing the Services, subject to agreed outcomes and Customer's lawful site, security and safety requirements.
Neither party will hold itself out as having authority to create a permanent establishment, taxable presence or other business presence for the other. The parties will cooperate reasonably to structure performance consistently with that intention. Permanent-establishment and related direct-tax exposure is allocated in accordance with the Permanent-Establishment Allocation, but neither party is required to take an unlawful action or adopt a position contrary to a competent authority's binding determination.
Provider is responsible for its personnel, including their compensation, supervision, employment taxes, benefits, work authorisation, visas and permits, except to the extent Customer expressly agrees in writing to provide a specific invitation, sponsorship support or site document. Each party will provide reasonable cooperation and information needed for lawful cross-border travel and access.
As between the parties, Provider owns all intellectual-property rights in its Background IP and Customer owns all intellectual-property rights in Deliverables created specifically for Customer and paid for in full, excluding Provider's Background IP, general skills, know-how, tools, templates, methods and reusable materials. Provider assigns to Customer the transferable rights in those Deliverables upon full payment and will procure equivalent assignments from relevant personnel, to the extent permitted by law. Any assignment under this clause covers the economic rights of reproduction (including downloading and electronic storage), translation, adaptation and modification, distribution, rental, lending, broadcasting, performance and communication to the public (including making available through computer and communication networks) in those Deliverables, for the purposes of this agreement and the Customer's business and, beyond that, every purpose, including use, adaptation and commercial exploitation in any medium, in the whole world and for the full term of protection of each right, as Article 9 of Federal Decree-Law No. 38 of 2021 requires a transfer to state.
To the extent Background IP is incorporated in or necessary to use a Deliverable, Provider grants Customer a perpetual, non-exclusive, worldwide, royalty-free licence to use, reproduce and modify that Background IP solely as necessary to use the Deliverable for the Purpose. Customer grants Provider a non-exclusive, non-transferable, royalty-free licence during the Term to use Customer materials solely to perform the Services.
The licences granted to Customer under this agreement constitute licences to rights in intellectual property for purposes of Section 365(n) of Title 11 of the United States Code, and Customer is entitled to all rights and benefits under that section in accordance with its terms.
Provider may incorporate third-party materials into Deliverables only if permitted by an applicable statement of work and authorised by Customer in writing, including by email. Provider is responsible for obtaining all rights, licences, consents, approvals and authorisations necessary to use and incorporate third-party materials procured by Provider and to grant Customer the rights in the Deliverables contemplated by this agreement. Customer is responsible for obtaining corresponding rights for third-party materials it procures, and Provider will reasonably assist Customer in obtaining rights for third-party materials Provider recommends but Customer procures.
To the extent Third-Party Materials consist of open-source code or libraries, Provider will list each individual open-source item, including incorporated code, and provide complete related licence and copyright-attribution information. Unless an applicable statement of work expressly states otherwise, Provider will not incorporate into or include with any Deliverable open-source material licensed under a licence that requires Customer to make source code for the Deliverable, a modification, derivative work or code combined with or linked to it available under that same licence. Customer's licence to use open-source material is governed by its applicable open-source licence to the extent that licence requires.
"Confidential Information" means non-public information that one party discloses to the other in connection with this agreement and that is marked confidential or would reasonably be understood to be confidential, but excludes information that is or becomes public through no fault of the recipient, was already lawfully known to the recipient, is independently developed by it, or is lawfully received from a third party without restriction. Each party will protect the other party's Confidential Information using at least reasonable care, use it only to perform or receive the Services and the Purpose, and disclose it only to personnel, affiliates and advisers with a need to know who are bound by confidentiality obligations no less protective than these. Confidential Information excludes information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the information, or is lawfully received from a third party without restriction. A party may disclose Confidential Information when required by law, if it gives prompt notice where lawful and reasonable cooperation to seek protective treatment.
Neither party may use the other party's name, trademarks or logos, or make a public announcement about this agreement, without the other party's prior written consent, except as required by law or securities-regulation requirements.
Each party will comply with applicable data-protection law, including applicable US state law and applicable UAE mainland, DIFC or ADGM requirements. Each party will process personal data only as necessary for this agreement, implement appropriate technical and organisational security measures, and reasonably assist the other with data-subject, security-incident and regulatory obligations to the extent applicable to its role.
Provider may use Customer materials solely to the extent necessary to provide the Services and for no other purpose. Provider may access and use Customer systems only to the extent expressly authorised by Customer in writing, necessary to provide the Services, and in strict accordance with applicable time limits, authorised personnel, access controls and Customer policies or instructions. Provider may access Customer facilities solely to provide the Services and in strict accordance with Customer policies and instructions. As between the parties, Provider is solely liable for its acts or omissions, including those of its personnel and subcontractors, while at a Customer facility, including acts or omissions resulting in personal injury or property damage. Provider warrants that it has adequate personnel, security and operational measures to comply with this clause and not impair the security, integrity or availability of Customer materials, systems or facilities; on request, it will timely provide reasonably necessary compliance documentation, third-party audit reports or other information.
If the parties have a Data Processing Agreement, each party will comply with its obligations under it, and its terms will control the parties' rights and obligations concerning personal data and prevail over this agreement to the extent of any conflict.
Neither party will transfer personal data internationally except as permitted by applicable law. The parties will use the Transfer Mechanism and execute supplementary documentation reasonably required to make that mechanism effective. Where a conflict exists, mandatory data-protection law and the required transfer documentation prevail to the extent of the conflict.
Each party will comply with applicable export-control, import, re-export and economic-sanctions laws. Neither party will require the other to supply goods, software, technology, services or data in breach of those laws or to a prohibited person, destination or end use. Provider may suspend affected performance on written notice where reasonably necessary to comply, and the parties will cooperate in good faith on a lawful alternative.
Each party will comply with applicable anti-bribery, anti-corruption, anti-money-laundering and books-and-records laws. Neither party will offer, promise, give, request or accept an improper advantage in connection with this agreement. Each party will maintain reasonable controls and promptly notify the other of a credible suspected breach affecting this agreement, to the extent lawful.
Provider warrants that it has authority to enter into this agreement, will perform the Services professionally, and that for 90 days after acceptance each Deliverable will materially conform to agreed specifications. Customer's exclusive remedy for breach of the Deliverable warranty is Provider's re-performance, repair or replacement; if Provider cannot cure within a reasonable time, Customer may recover the Fees paid for the affected Deliverable. Customer warrants that materials and instructions it provides may lawfully be used by Provider to perform the Services.
Provider warrants that the Services and all Deliverables will be free of viruses, malicious code and similar harmful materials, and of features enabling disabling, timing out, remote monitoring or collection of data that are not expressly disclosed in the agreed specifications.
Provider warrants that it has and will have all rights necessary to grant the licences and make the assignments contemplated by this agreement, including necessary proprietary-rights agreements with its personnel and subcontractors and licences with licensors. Provider further warrants that neither the Services nor Deliverables, nor any element of them, will infringe a third party's intellectual-property rights, incorporate third-party confidential information, or be subject to restrictions, liens, pledges, security interests, encumbrances or encroachments. Customer's and its permitted licensees' exercise of rights assigned or licensed under this agreement will not require third-party consents, clearances, or payment of fees, residuals or other amounts to third parties.
Except for express warranties in this agreement and to the fullest extent permitted by law, neither party gives implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted availability or results. Provider does not warrant that the Services or Deliverables will be error-free or achieve a particular business outcome unless expressly agreed in writing.
During the Term, Provider will maintain the Required Insurance with reputable insurers, to the extent commercially available on reasonable terms for the Services, and will provide reasonable evidence of coverage on request. Insurance does not limit Provider's liability under this agreement.
Subject to the carve-outs in this clause, each party's aggregate liability arising out of or relating to this agreement will not exceed the Liability Cap, calculated by reference to the Liability-Cap Basis.
Neither party is liable for indirect, incidental, special, punitive or consequential loss, or for lost profits, revenue, goodwill, anticipated savings or business opportunity, whether foreseeable or not. The exclusions and cap do not limit liability that cannot lawfully be limited, or liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, breach of the Confidentiality clause, infringement or misuse of the other party's intellectual property, or payment obligations. Liability for data-protection breaches and indemnity obligations is subject to the Liability Cap unless applicable law requires otherwise.
Provider will defend Customer against a third-party claim that an unmodified Deliverable, when used as permitted, infringes that third party's intellectual-property rights, and will pay finally awarded damages and reasonable settlement amounts. Provider has no liability to the extent a claim arises from Customer materials, Customer instructions, combination with items not supplied by Provider, modification not made by Provider, or use outside the agreement. Provider may procure a right to continue use, modify or replace the affected Deliverable, or terminate the affected part and refund Fees paid for it on return or cessation of use.
Customer will defend Provider against a third-party claim arising from Customer materials, Customer data or Customer instructions supplied to Provider and will pay finally awarded damages and reasonable settlement amounts, to the extent the claim would not have arisen but for those materials, data or instructions.
An indemnified party must give prompt written notice of a claim, reasonable cooperation at the indemnifying party's cost, and sole control of the defence and settlement to the indemnifying party. The indemnifying party may not settle a claim in a way that admits fault by, imposes liability or non-monetary obligations on, or materially affects the rights of the indemnified party without that party's prior written consent, not to be unreasonably withheld.
This agreement starts on the Service Start Date and continues for the Initial Term. It then renews automatically for successive periods equal to the Initial Term unless either party gives the other at least the Termination Notice Period written notice before the then-current term ends.
Either party may terminate this agreement immediately by written notice if the other materially breaches it and fails to cure the breach within 30 days after written notice, becomes insolvent or unable to pay debts as they fall due, enters liquidation other than for a solvent reorganisation, or ceases material business operations. Either party may terminate immediately if continued performance would breach applicable law, sanctions or export controls.
On termination or expiry, Customer will pay Fees and authorised expenses accrued through the effective date, and each party will return or securely destroy the other party's Confidential Information on request, subject to legal retention requirements. Provisions intended by their nature to survive will survive, including payment, intellectual property, confidentiality, data protection, liability, indemnities, disputes and general provisions.
For the Exit Assistance Period after notice of termination or expiry, Provider will provide reasonable transition assistance requested by Customer to transfer the Services and Customer materials in an orderly manner, provided Customer pays Provider's then-current applicable rates and reimburses approved expenses. Provider need not disclose its Background IP or Confidential Information beyond the rights expressly granted under this agreement.
Neither party is liable for delay or failure, other than payment of accrued undisputed amounts, caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, governmental action, sanctions, utility failure or widespread telecommunications failure. The affected party will notify the other promptly, mitigate the effect and resume performance when reasonably practicable. If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected Services on written notice.
Notices under this agreement must be in writing and delivered by personal delivery, internationally recognised courier, registered mail where reliable, or email with confirmation of receipt, to Customer at [TO BE CONFIRMED — Customer notice details] and to Provider at [TO BE CONFIRMED — Provider notice details], or to replacement details notified under this clause. A notice is received on delivery, or for email, when the sender receives confirmation of receipt and no delivery-failure message.
This agreement is made in the Contract Language. Any translation is for convenience unless the parties expressly state otherwise in the Key Terms. Each party will cooperate reasonably with any Arabic translation, notarisation, legalisation, registration or other formality required by mandatory law for enforceability or use in the relevant jurisdiction; related costs are borne by the party requesting the formality unless mandatory law provides otherwise.
The parties intend this agreement to be a contract for services and not a commercial agency, distributorship, franchise or arrangement requiring registration under UAE commercial agency law. Provider has no authority to solicit or conclude contracts in Customer's name unless expressly stated in a signed writing. Nothing in this agreement excludes or limits mandatory law applicable at the Service Location or to either party.
This agreement and any non-contractual obligations arising out of or relating to it are governed by the Governing Law, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
The parties irrevocably submit disputes arising out of or relating to this agreement to the exclusive jurisdiction of the competent courts in Customer's country. Nothing prevents either party from seeking urgent interim or protective relief in a court of competent jurisdiction.
A breach of the Confidentiality clause or violation of a party's intellectual-property rights may cause irreparable harm for which monetary damages cannot adequately compensate. On an actual or threatened breach or violation, the non-breaching party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
Each party will take reasonable steps to facilitate recognition and enforcement of a final court judgment or arbitral award in any jurisdiction where the other party seeks enforcement, subject to applicable procedural and mandatory law. The parties acknowledge that cross-border recognition may be subject to treaty, reciprocity, public-policy, translation, notarisation and local procedural requirements.
This agreement, together with signed statements of work and change orders, is the entire agreement on its subject matter and supersedes prior discussions. An amendment or waiver is effective only if in writing and signed by authorised representatives of both parties. Neither party may assign this agreement without the other's prior written consent, except to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee can perform its obligations. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. No failure or delay in exercising a right is a waiver.
If there is a conflict, the Key Terms control first, followed by any additional terms and attachments expressly incorporated into this agreement, and then this agreement. An applicable statement of work may not modify another part of this agreement unless it specifically identifies the provisions it supersedes.
Provider rejects any terms included in Customer's purchase order or similar document; those documents may be used only for accounting or administrative purposes and do not amend this agreement.
This agreement may be executed in counterparts, each of which is an original and all of which together form one instrument. Electronic signatures and electronically exchanged copies are effective to the fullest extent permitted by applicable law. The parties will provide wet-ink originals, notarised copies or legalised documents only where required by mandatory law or reasonably needed for enforcement.