Commercial Contracts

Business-focused legal support for commercial contracts in the UAE, helping companies move faster, reduce risk and make confident decisions.

Commercial Contracts

Every commercial relationship depends on contracts that actually protect you. We draft and review commercial agency agreements, general trading and sales contracts, and FIDIC construction contracts – with a focus on enforceability and risk allocation that holds up when tested.

In-depth description

Commercial contracts are the backbone of every business relationship. A poorly drafted contract is not just a legal risk – it is an operational one, creating ambiguity that invites disputes, delays enforcement, and ultimately costs money.

Contract Drafting – Commercial Agency

Drafting a Commercial Agency agreement in the UAE requires specialized expertise due to the robust protections afforded to local agents under federal law. Whether you are a foreign principal entering the market or a local agent securing a partnership, our service is designed to meticulously protect your interests. For principals, we focus on mitigating termination risks by defining clear performance targets and obligations. For agents, we ensure the agreement solidifies exclusivity and compensation rights, leveraging the full extent of legal protections to create a secure, long-term commercial relationship.

Scope of work

  • Advise on the significant risks and stringent protections under the UAE Commercial Agency Law.
  • For foreign principals, we draft contracts that define clear performance targets to mitigate termination risks.
  • For local agents, we draft contracts that solidify exclusivity and compensation rights, leveraging the full extent of legal protections.

Deliverables

  • A bespoke, professionally drafted UAE Commercial Agency Agreement.

Pricing

  • AED 15,000 – AED 35,000, billed Hourly.
    Existing/new document, applicable law, stake, industry, exclusivity, product focus (after-sales, installation, components, quality control) or service focus (scope, timeline, quality control).
 

 

General Contract Drafting – GTC, Sales Contract, Rental Conditions

We draft and review fundamental commercial documents that form the backbone of your business. This includes robust General Terms and Conditions (GTC), clear sales contracts, and enforceable rental agreements. Our focus is on creating a solid legal foundation for your daily operations, protecting your revenue, and preventing common disputes before they arise.

Scope of work

  • Draft and review fundamental commercial documents for the business.
  • The scope includes creating robust General Terms and Conditions (GTC) for goods or services, clear sales contracts, and enforceable commercial rental agreements.
  • The focus is on protecting revenue and preventing common disputes.

Deliverables

  • A suite of professionally drafted, tailored commercial contracts.

Pricing

  • AED 5,000 – AED 15,000, billed Hourly.
    Existing/new document, applicable law, product/service value, volume of business under GTC, sales contract, rental contract, industry, product focus (after-sales, installation, components, quality control) or service focus (scope, timeline, quality control).
 

 

FIDIC Short Form Contracts

We provide expert legal advice on the FIDIC Short Form Contract (Green Book), ideal for smaller or simpler construction and engineering projects. Our service ensures the contract is properly completed and adapted, risks are clearly defined, and the terms provide a simple yet robust legal framework for straightforward works.

Scope of work

  • Advise on the use and adaptation of the FIDIC Short Form Contract (Green Book) for smaller construction projects.
  • Our scope is to review the specifics of the project and ensure the contract is properly completed, risks are clearly defined, and the terms provide a robust legal framework.

Deliverables

  • A reviewed and amended FIDIC Short Form Contract tailored to the project.

Pricing

  • AED 20,000 – AED 200,000, billed Hourly.
    Existing/new document, applicable law, scope of work,client position (contractor, engineer, sub-contractor), contract value (stake of services), industry, project type (refinery, tunnel, building, etc.), client type (government, private, etc.).

Are your commercial contracts actually protecting your business?

Are you appointing a commercial agent in the UAE?

UAE Agency Law heavily protects local agents. Without expert drafting, foreign principals face serious termination risk.

Do you rely on standard terms that have never been reviewed?

Unreviewed GTCs and sales contracts often fail to protect revenue, limit liability, or address enforcement under UAE law.

Are you entering a construction project without a FIDIC contract?

FIDIC contracts require careful adaptation. Unamended standard forms leave risk allocations that do not reflect the actual deal.

Has a contract dispute cost you money or a client relationship?

A single well-drafted contract prevents disputes worth far more than the legal fee. Prevention is always cheaper than litigation.

Frequently asked questions

Choice of law is important. UAE law (DIFC, ADGM or mainland) is common for UAE-focused contracts. For international transactions, English law is frequently chosen for its predictability and the availability of DIFC court enforcement. The choice should align with where disputes are likely to be resolved and where counterparties’ assets are located.
Potentially yes, but they are extremely difficult to prove. UAE civil and commercial law recognises oral contracts in principle, but without documentary evidence, proving the terms of an oral agreement in court is unreliable. For any significant commercial relationship, a written contract is always strongly recommended.
 
Critical provisions include: precise scope of services or goods, payment terms and consequences of default, liability caps and exclusions, intellectual property ownership, confidentiality, termination rights and consequences, force majeure, dispute resolution (arbitration vs litigation), and governing law. Omitting any of these creates uncertainty.
B2B contracts typically cap liability at a multiple of the contract value (e.g., 1x or 2x annual fees) and exclude indirect and consequential losses. UAE courts will enforce reasonable limitations, but not blanket exclusions for fraud or wilful misconduct. Caps must be specifically agreed and clearly drafted to be effective.

Yes, but the process matters. UAE law requires formal notice before termination for breach unless the contract provides otherwise. A clear termination for convenience clause, with a specified notice period, gives greater flexibility. Terminating incorrectly can expose you to a wrongful termination claim.

Key contacts:

Romain Astruc

Managing Partner – Generalist, Advisory & Litigation

Mehdi Al Ghafari

Associate – Corporate, Commercial & Litigation

Gabriel Elmarzouki

Associate – Corporate, Commercial & Litigation

Get in touch

Other services you might need

Commercial contracts sit at the centre of every business relationship. These services address the most common issues that arise around them.

Business Disputes, Arbitration & Litigation

When a commercial contract is breached, we pursue or defend the claim through litigation or arbitration.
Learn more

Shareholders Agreements & JV Setup Advisory

Shareholder and JV agreements are commercial contracts with added complexity. We draft them with full legal rigour.
Learn more

HR & Employment Contracts for UAE Businesses

Employment contracts are your most critical commercial documents. We draft them to protect you from day one.
Learn more

WHAT SET US APART

Why ASTRUC & Co

Contracts that protect you in practice – not just on paper – are what separate good legal advice from routine document production.

1.

Business-first drafts

We draft contracts around your commercial objectives, risk appetite and counterparty dynamics. The legal language follows the deal – every clause is there for a reason

2.

Senior counsel only

Commercial contracts are your primary protection in every business relationship. They are drafted by senior lawyers with real transaction experience – not by associates using

3.

Cross-border fluency

Contracts between UAE entities and French or European counterparties require expertise in both systems. We draft for the governing law of the contract and where disputes will

More than legal counsel

With you, all the way

Life in the UAE brings extraordinary opportunities — and equally complex legal realities. Whether you’re relocating your family, navigating a divorce across jurisdictions, or structuring an inheritance that spans continents, you deserve a legal partner who understands both the technicalities and the human side of what you’re going through. At ASTRUC & Co, we treat every client’s situation as if it were our own.

From our offices in Dubai to our network spanning Riyadh, Paris, and Luxembourg, we bring senior-level attention to every matter — personal or financial. We believe the best legal advice is honest, clear, and delivered by someone who genuinely cares about the outcome. That’s why our clients stay with us, and why they come back when life presents its next chapter.

Ready to move forward?

Book a consultation with our team to discuss your situation and explore the right legal and strategic approach for your business.

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Merger and Acquisition
  • Set-up of the Workstreams related to the Transaction
  • Legal Due Diligence
  • Tax Due Diligence
  • Negotiating and Drafting the SPA
  • Assistance related to Conditions Precedents
  • Registration of the Transaction with the Authorities
Private Equity
  • Advisory on PE life cycle from Fund Formation, Capital Deployment, M&A, etc.
  • Advisory on Financing Rounds and Execution
  • Drafting of Prospectus, Investment Case, Risk Warnings and Investment Disclaimers, etc.
  • Drafting of Shareholders Agreements
  • Advisory on Board of Directors Structuring and Execution
  • Drafting of Policies, Charts and other JVAs
  • Litigation/Arbitration
Banking &Finance
  • Banking loan documentation negotiation and review including requested securities
  • Account opening requirements and forms
  • Compliance controls upon onboarding as a bank customer and regular updates to allow flawless funds repatriation
  • Escalation if needed with banking authorities and preparing file for litigation
  • Arabic speaker for immediate translation or intermediation with third parties including local authorities.
Commercial
  • Commercial Agency – Contract Drafting and Litigation
  • Rent-Sales Contract – Contract Drafting, Contract Management and Litigation
  • Logistic Services Contract
  • IT Services Contract
  • Intermediary Contract
  • Other Services Contract
Construction
  • FIDIC Short Form of Contract
  • FIDIC Larger or more complex projects (the Construction Contract)
  • FIDIC Contractor doing the Design (Plant and Design-Build Contract)
  • FIDIC EPC/Turnkey Contract
  • Review of Ad Hoc Contracts
  • Assistance for Management of the Contract
  • Litigation/Arbitration
Employment Relationship
  • Assistance during Recruitment Phase with Executive Search Agents or Recruitment Agency
  • Drafting Offer Letter and Employment Contract
  • Drafting Disciplinary Policy and Documentation
  • Registration of Company with Labour Authorities
  • Registration of Employee with Labour Authorities
  • Assistance During Disciplinary Proceedings
  • Termination Strategy and Execution
  • Litigation Services
HR Strategy – Advisory Services
  • Labour Market Analysis
  • Labour Legislation Memo and Manual
  • Analysis of Remuneration Trends, Structures and Composition
  • Labour Taxation
  • Industry Practice reg. bonus, schedule, overtime, leave, length of service, etc.
Business Set-Up and Maintenance
  • Comparative Study on Options Available
  • Legal Memorandum on Corporate and Tax Laws
  • Set-Up Services (Company, Immigration, Labour, Banking, Tax)
  • Nominee Services (Regulated Activity)
  • Shareholders Agreements
  • Board of Directors Structuring
  • Dissolution, Liquidation, Bankruptcy Proceedings
  • Litigation/Arbitration (Manager or Shareholders Dispute)
  • Redomiciliation
Joint Venture and Investors Relationship
  • Set-up of Joint Venture Company
  • Drafting Joint Venture Agreement
  • Drafting of Prospectus, Investment Case, Risk Warnings and Investment Disclaimers, etc.
  • Drafting of Shareholders Agreements
  • Advisory on Financing Rounds and Execution
  • Advisory on Board of Directors Structuring and Execution
  • Drafting of Policies, Charts and other JVAs
  • Litigation/Arbitration
Expatriation Services
  • Employment Package and Contract Review
  • Wealth Management Advisory
  • Tenancy Opportunities and Contract Advisory
  • Medical Insurance Advisory
  • Banking Advisory
  • School Advisory
  • Logistic Advisory
  • FX Exchange Advisory
Relocation
  • Resignation Strategy
  • Tax Situation Review
  • Logistic Advisory
  • FX Exchange Advisory
  • Administration of the Departure and Legal Representation
Advisory
  • Advisory Services on the Developer (reliability check)
  • Review of Contract with Developer
  • Conveyance of Property and Supervision of the Sales Process
  • Legal Representation for the Purchase/Sales
  • Assistance with Engineers and Contractors
  • Assistance with tenants or holidays home management firm
Litigation
  • Cancellation of Contract
  • Cancellation of Project
  • Disputes regarding Lands
  • Disputes regarding Permits and Licenses
  • Dispute with Engineer or Contractor
Civil Status
  • Amendment of Civil Status (divorced/married) in Home Country
  • Change of Name
  • Transcription of Marriage or Divorce
  • Legalisation Services with Consulate and Embassies
Nationality and Immigration
  • Application for Nationality due to family reasons
  • Coordination Services for Obtaining Nationality based on Investment (more than 40 countries)
  • Immigration Services to Schengen Country (Tourist, Business, Long Term, Residence, Nationality)
  • Immigration Services to the USA, UK, Canada, Australia (Tourist, Business, Long Term, Residence, Nationality)
  • Immigration Services to GCC countries (Tourist, Business, Long Term, Residence, Golden Visa, Nationality)
Succession Planning
  • Overall Estate Planning with Financial and Legal Experts
  • Set-up of Shariah Compliant Foundation or Holding Structure
  • Set-up of Trust (DIFC, UAE, ADGM, Foreign based)
  • Set-up of Holding Structure
  • Set-up of Last Wills in the UAE, Qatar, KSA and various territories, as needed
  • Family Counseling - Mediation of dispute between family members
Inheritance Proceedings
  • In any country where there are assets
  • Court proceedings based on Shariah Law
  • Court proceedings based on Deceased Law
  • Court Proceedings based on Last Will
Crime against the Person and Narcotics
  • Assault, Sexual Abuse, Murder
  • Kidnapping
  • Household Theft
  • Threat, Insult, Defamation, Harassment
  • Social Media Crimes
  • IT Crimes
  • Stealing or Misappropriation of Personal Data
  • Narcotics
Business Crimes
  • AML issues
  • Cryptocurrency and other Investment related Scams
  • Breach of Trust
  • Deception and Fraud
  • Theft of business secrets
  • Insolvency related Crimes
  • Accounting Crimes
  • Interpol
Marriages
  • Marriage between French nationals
  • Marriage involving a French national and a non-French national
  • Marriage involving two persons of the same nationality
  • Marriage involving two persons of different nationality
  • Marriage involving a Muslim
  • Brief on matrimonial regimes and applicable laws
Divorces
  • Divorce between French nationals
  • Divorce involving a French national and a non-French national
  • Divorce involving two persons of the same nationality
  • Divorce involving two persons of different nationality
  • Divorce involving a Muslim
  • Brief on matrimonial regimes and applicable laws