Private Sale Agreement for United Arab Emirates

Private Sale Agreement Template for United Arab Emirates

A comprehensive legal document governed by UAE law that formalizes the sale and purchase of assets between private parties. The agreement incorporates essential elements required under UAE Civil Code (Federal Law No. 5 of 1985) and considers Sharia principles where applicable. It details the terms and conditions of the sale, including asset description, purchase price, payment terms, warranties, and transfer of ownership provisions. The document ensures compliance with UAE commercial regulations while protecting both parties' interests through clear rights, obligations, and dispute resolution mechanisms.

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What is a Private Sale Agreement?

The Private Sale Agreement is a fundamental legal instrument used in the United Arab Emirates for documenting the transfer of assets between private parties. This document is essential when conducting private sales of significant value or complexity, ensuring compliance with UAE Civil Code requirements and local commercial regulations. It provides a structured framework for recording the sale terms, protecting both parties' interests, and maintaining clear documentation for legal and regulatory purposes. The agreement is particularly important in the UAE context, where formal documentation of transactions is crucial for enforcement and compliance with local laws. It includes provisions for both conventional and Sharia-compliant transactions, making it versatile for various types of sales in the UAE market.

What sections should be included in a Private Sale Agreement?

1. Parties: Identification of the Seller and Buyer with full legal names, addresses, and any registration details if companies

2. Background: Context of the sale and brief description of the asset being sold

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase, including description of the asset

5. Purchase Price: Amount, currency, and payment terms including method of payment

6. Completion: Details of when and where completion will take place and what will happen at completion

7. Seller's Warranties: Warranties regarding ownership, condition, and right to sell the asset

8. Buyer's Warranties: Warranties regarding ability to pay and complete the transaction

9. Title and Risk: When title passes and risk transfers to the buyer

10. Confidentiality: Obligations to keep the transaction and its terms confidential

11. Notices: How formal notices under the agreement should be given

12. Governing Law and Jurisdiction: Confirmation of UAE law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Private Sale Agreement?

1. Condition of Asset: Detailed description of asset condition - used for high-value items or where condition is material

2. Due Diligence: Buyer's right to inspect and verify - used for complex assets or business sales

3. Encumbrances: Details of any existing liens or encumbrances - used if asset is not free from all encumbrances

4. Post-Completion Obligations: Any continuing obligations after completion - used if ongoing responsibilities exist

5. Tax Provisions: Specific tax-related provisions - used for high-value transactions or where tax implications are significant

6. Force Majeure: Provisions for unforeseen circumstances - used for transactions with delayed completion

7. Assignment: Right to assign the agreement - used when transfer rights may be needed

8. Third Party Rights: Rights of third parties under the agreement - used if third parties have interests

9. Islamic Finance Compliance: Specific provisions for Sharia compliance - used if required by parties

What schedules should be included in a Private Sale Agreement?

1. Asset Description: Detailed description of the asset being sold including specifications, condition, and identifying features

2. Payment Schedule: If payment is in installments, detailed breakdown of payment dates and amounts

3. Required Documents: List of documents to be delivered at completion

4. Form of Transfer Documents: Templates of documents needed to effect the transfer

5. Encumbrance Details: If applicable, full details of any encumbrances affecting the asset

6. Due Diligence Results: Summary of any due diligence findings if relevant

7. Warranties: Detailed warranties beyond those in the main agreement

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

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant Industries

Retail

Real Estate

Automotive

Manufacturing

Technology

Consumer Goods

Industrial Equipment

Art and Collectibles

Luxury Goods

Small Business

Agriculture

Construction

Maritime

Aviation

Relevant Teams

Legal

Procurement

Sales

Compliance

Risk Management

Commercial

Operations

Finance

Corporate Secretariat

Business Development

Relevant Roles

Legal Counsel

Contract Manager

Procurement Manager

Sales Director

Business Development Manager

Compliance Officer

Risk Manager

Commercial Director

General Manager

CEO

CFO

Property Manager

Asset Manager

Operations Manager

Company Secretary

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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