Third Party Vendor Contract Template for United Arab Emirates

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Key Requirements PROMPT example:

Third Party Vendor Contract

"I need a Third Party Vendor Contract for an IT services provider who will be managing our cloud infrastructure and handling sensitive data, with operations based in Dubai, UAE, starting from March 2025."

Document background
The Third Party Vendor Contract is a crucial document for businesses operating in the United Arab Emirates who engage external providers for goods or services. This agreement is designed to comply with UAE federal and local laws, including the UAE Civil Code, Commercial Transactions Law, and relevant sector-specific regulations. It serves as the primary legal framework governing the relationship between the contracting company and its vendors, covering essential aspects such as service delivery, payment terms, performance metrics, and compliance requirements. The document is particularly important in the UAE context due to specific local requirements regarding commercial relationships, agency laws, and business practices. It includes provisions for both English and Arabic versions (where required by law) and incorporates necessary elements for enforcement under UAE jurisdiction.
Suggested Sections

1. Parties: Identification of contracting parties including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Services/Supply: Detailed description of services or goods to be provided by the vendor

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Vendor Obligations: Detailed responsibilities and commitments of the vendor

7. Customer Obligations: Responsibilities and commitments of the customer

8. Pricing and Payment Terms: Detailed pricing structure, payment schedule, and invoicing requirements including VAT provisions

9. Service Levels: Performance standards, KPIs, and measurement criteria

10. Compliance and Regulations: Regulatory compliance requirements including UAE-specific regulations

11. Confidentiality: Protection of confidential information and trade secrets

12. Intellectual Property Rights: Ownership and usage rights of IP including pre-existing and created IP

13. Data Protection: Data handling, privacy, and security requirements

14. Liability and Indemnification: Limitation of liability and indemnification provisions

15. Insurance: Required insurance coverage and minimum limits

16. Force Majeure: Events constituting force majeure and consequent rights/obligations

17. Termination: Termination rights, process, and consequences

18. Dispute Resolution: Process for resolving disputes including jurisdiction and governing law

19. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Change Control: Procedures for managing changes to services or deliverables - include when services are likely to evolve

2. Transition Services: Provisions for handover at start and end of contract - include for complex service arrangements

3. Business Continuity: Disaster recovery and business continuity requirements - include for critical services

4. Environmental Compliance: Environmental protection and sustainability requirements - include for relevant industries

5. Security Requirements: Physical and cyber security requirements - include for sensitive operations

6. Staff and Subcontracting: Requirements for vendor personnel and subcontractor usage - include when vendor staff will be on-site

7. Import/Export Compliance: Customs and trade compliance - include for international goods supply

8. Quality Control: Quality assurance and control procedures - include for manufacturing/production contracts

9. Training and Support: Training and ongoing support requirements - include for technical products/services

10. Warranties: Specific warranties beyond standard terms - include for goods supply or technical services

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services or goods to be provided

2. Schedule 2 - Pricing Schedule: Detailed pricing, rate cards, and payment milestones

3. Schedule 3 - Service Levels and KPIs: Detailed performance metrics and measurement methodology

4. Schedule 4 - Implementation Plan: Timeline and milestones for service implementation

5. Schedule 5 - Technical Requirements: Technical specifications and requirements

6. Schedule 6 - Security Requirements: Detailed security protocols and requirements

7. Schedule 7 - Approved Subcontractors: List of approved subcontractors and their scope

8. Schedule 8 - Form of Change Order: Template for documenting and approving changes

9. Appendix A - Contact Details: Key contacts and escalation matrix

10. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage

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

Technology and IT Services

Manufacturing

Retail and Consumer Goods

Financial Services

Healthcare

Construction and Infrastructure

Energy and Utilities

Professional Services

Logistics and Supply Chain

Telecommunications

Hospitality and Tourism

Education

Real Estate

Media and Entertainment

Relevant Teams

Legal

Procurement

Finance

Operations

Compliance

Risk Management

Supply Chain

Commercial

Vendor Management

Contract Administration

Relevant Roles

Chief Procurement Officer

Procurement Manager

Vendor Relations Manager

Contract Manager

Legal Counsel

Compliance Officer

Chief Financial Officer

Operations Director

Supply Chain Manager

Risk Manager

Commercial Director

General Counsel

Chief Operations Officer

Category Manager

Sourcing Manager

Industries
UAE Civil Code (Federal Law No. 5 of 1985): Fundamental law governing contracts, obligations, and civil transactions in the UAE. Provides the basic principles for contract formation, validity, and enforcement.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Regulates commercial transactions and business relationships between parties, including terms of trade, commercial obligations, and business contracts.
UAE Commercial Companies Law (Federal Law No. 2 of 2015): Governs business entities and commercial relationships, including requirements for foreign companies doing business in the UAE.
UAE Federal Competition Law (Federal Law No. 4 of 2012): Ensures fair competition and prevents monopolistic practices, which must be considered in vendor agreements and exclusive dealing arrangements.
UAE Commercial Agency Law (Federal Law No. 18 of 1981): Regulates commercial agency relationships and distribution agreements in the UAE, particularly relevant if the vendor will act as an agent or distributor.
UAE Federal Law No. 4 of 2012 on the Regulation of Competition: Governs anti-competitive practices and must be considered when drafting exclusivity clauses or territorial restrictions.
UAE Electronic Transactions and Commerce Law (Federal Law No. 1 of 2006): Relevant for contracts involving electronic transactions or digital services.
UAE Labor Law (Federal Law No. 8 of 1980): Must be considered if the vendor contract involves provision of personnel or manpower services.
UAE Federal Law No. 37 of 1992 on Trademarks: Important for protecting intellectual property rights and trademark usage in vendor relationships.
UAE Value Added Tax Law (Federal Decree-Law No. 8 of 2017): Governs VAT obligations and must be considered in pricing and payment terms of the contract.
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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