كيف تراجع عقداً تجارياً وفق القانون الإماراتي: 10 بنود يجب التحقق منها

How to Review a Commercial Contract Under UAE Law: 10 Clauses to Check

How to Review a Commercial Contract Under UAE Law: 10 Clauses to Check

Signing a commercial contract in the UAE without reading it carefully is one of the most common — and most expensive — business mistakes. This checklist covers the clauses that cause the most disputes, and what has changed under the UAE's new Civil Transactions Law.

A new Civil Transactions Law from June 2026

Federal Decree-Law No. 25 of 2025 issuing the Civil Transactions Law came into force on 1 June 2026, replacing the 1985 law that governed contracts for almost 40 years. Much of it codifies existing practice, but several changes matter when you review a contract:

• Good faith now starts before signing. A party that negotiates, or breaks off negotiations, in bad faith may have to compensate the other side for its actual loss.
• A duty to disclose. Each party must disclose information of decisive importance to the other before the contract is made. This duty cannot be excluded by a clause in the contract.
• Agreed damages can still be adjusted. Courts may reduce agreed compensation that is exaggerated or where the obligation was partly performed, and may increase it in cases of fraud or gross fault.
• Exceptional circumstances. The law gives more room to modify or end a contract when unforeseen events make performance excessively onerous.

10 clauses to check

1. The parties. Check the exact legal names, licence numbers and who signs. A contract with the wrong entity can be hard to enforce.
2. Scope and deliverables. Vague descriptions of what must be delivered are the root of most disputes. Ask: could a judge tell from this clause whether the work was done?
3. Price and payment. Currency, VAT, payment dates, late-payment consequences and what happens if invoices are disputed.
4. Governing law. Which law applies? Contracts with a party in the DIFC or ADGM may choose common-law-based rules; onshore contracts usually apply UAE federal law.
5. Dispute resolution. Onshore UAE courts, DIFC or ADGM courts, or arbitration (for example DIAC)? Check that the clause is clear and that the seat of arbitration is stated.
6. Liability caps and exclusions. Are they balanced, and are they enforceable? Some liabilities cannot be excluded under UAE law.
7. Liquidated (agreed) damages. Remember that UAE courts can adjust them, so set amounts that are a genuine estimate of loss.
8. Termination. When can each side end the contract, with how much notice, and what must be paid or returned?
9. Force majeure and changed circumstances. Does the clause work with the new law's rules on exceptional circumstances?
10. Language. If there is an Arabic and an English version, which one prevails? Arabic translations are required for UAE court proceedings.

How AI can help

An AI contract review tool can read a contract clause by clause, flag risky or missing terms, check for governing-law and jurisdiction conflicts, and explain each issue in plain Arabic or English — usually within minutes. It is a fast first check before you take important contracts to a lawyer.

Try it: upload a contract to LexArab's AI contract review and get a clause-by-clause risk report.

This article is general information, not legal advice. For advice on a specific contract, consult a qualified UAE lawyer.