Professional Services Subcontractor Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Professional Services Subcontractor Agreement

"I need a Professional Services Subcontractor Agreement for an IT consulting firm in Dubai, UAE, to engage offshore developers for a 12-month project starting March 2025, with strict IP protection and data security provisions."

Document background
The Professional Services Subcontractor Agreement is essential in the UAE business environment where companies frequently need to engage specialized service providers through subcontracting arrangements. This document is particularly relevant when a main contractor needs to delegate specific professional services to qualified subcontractors while maintaining their primary contractual obligations to the end client. The agreement must comply with UAE Federal Laws, including Labor Law No. 8 of 1980, Commercial Transactions Law, and relevant free zone regulations where applicable. It covers crucial elements such as scope of services, payment terms, intellectual property rights, confidentiality, and dispute resolution mechanisms, while ensuring that the subcontracting arrangement doesn't violate any local sponsorship or commercial agency laws. The agreement is structured to protect all parties' interests while maintaining transparency in the service delivery chain.
Suggested Sections

1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship to main contract, and general purpose of the subcontracting arrangement

3. Definitions: Key terms used throughout the agreement, including defined project terms, technical terminology, and legal concepts

4. Scope of Services: Detailed description of services to be provided, deliverables, and performance standards

5. Term and Timeline: Duration of the agreement, key milestone dates, and any renewal provisions

6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods in compliance with UAE laws

7. Obligations of the Subcontractor: Key responsibilities, quality standards, reporting requirements, and compliance obligations

8. Obligations of the Main Contractor: Support, access, and information to be provided by the main contractor

9. Warranties and Representations: Standard warranties regarding capacity, authority, and quality of services

10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during the service provision

11. Confidentiality: Protection of confidential information and trade secrets

12. Liability and Indemnification: Allocation of risks, limitations of liability, and indemnification obligations

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Force Majeure: Events excusing performance and related procedures

15. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms

16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Insurance Requirements: Detailed insurance obligations when specific coverage types are required for the services

2. Data Protection: Required when services involve processing personal data or compliance with specific data protection regulations

3. Health and Safety: Necessary when services involve on-site work or specific safety requirements

4. Environmental Compliance: Required for services with environmental impacts or risks

5. Security Requirements: Important when services involve access to sensitive systems or facilities

6. Non-Compete and Non-Solicitation: Added when protection against competition or staff poaching is required

7. Performance Bonds: When financial security for performance is required

8. Change Control: For complex services where formal change management procedures are needed

9. Compliance with Anti-Corruption Laws: When services involve government contracts or high-risk jurisdictions

10. Local Content Requirements: When UAE local content requirements apply to the services

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed technical specifications and service requirements

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones

3. Schedule 3 - Service Levels: Performance metrics, KPIs, and measurement criteria

4. Schedule 4 - Project Timeline: Detailed project schedule, milestones, and deliverable dates

5. Schedule 5 - Key Personnel: List of key team members and their roles

6. Schedule 6 - Required Insurance: Specific insurance types and coverage amounts

7. Schedule 7 - Compliance Requirements: Specific regulatory or industry compliance requirements

8. Appendix A - Form of Invoice: Template for invoices meeting UAE VAT and other requirements

9. Appendix B - Change Order Form: Template for documenting and approving changes to services

10. Appendix C - Required Reports: Templates and specifications for required reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Construction and Engineering

Management Consulting

Financial Services

Healthcare

Education and Training

Oil and Gas

Professional Services

Real Estate

Manufacturing

Telecommunications

Media and Entertainment

Environmental Services

Business Process Outsourcing

Research and Development

Relevant Teams

Legal

Procurement

Operations

Finance

Risk and Compliance

Project Management Office

Commercial

Supply Chain

Business Development

Technical Services

Relevant Roles

Procurement Manager

Legal Counsel

Contract Manager

Project Manager

Operations Director

Commercial Manager

Business Development Manager

Chief Financial Officer

Risk Manager

Compliance Officer

Technical Director

Head of Operations

Supply Chain Manager

General Counsel

Chief Operating Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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