Retainer Agreement Template for the United Arab Emirates
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What is a Retainer Agreement?
The Retainer Agreement is essential for businesses and professionals operating in the UAE who wish to establish long-term professional service relationships. This document is commonly used when a client requires regular access to professional services and wants to secure priority attention, preferential rates, or guaranteed availability. The agreement must comply with UAE Federal Law, including the Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993). It typically includes provisions for service scope, payment terms, performance standards, and termination rights, while ensuring alignment with UAE business practices and regulatory requirements. The Retainer Agreement is particularly valuable for professional service providers who want to establish stable, recurring revenue streams while providing clients with reliable access to their services.
About the Retainer Agreement
A Retainer Agreement is a professional services contract that establishes an ongoing relationship between you and your service provider in the United Arab Emirates. This document secures your priority access to professional services while creating a stable business arrangement that benefits both parties under UAE Federal Law.
When do you need this document?
You need a Retainer Agreement when establishing long-term relationships with consultants, legal advisors, accountants, or other professional service providers in the UAE. This contract is essential for businesses requiring regular professional guidance, ongoing project support, or guaranteed service availability. Corporate entities often use retainer agreements to secure legal counsel, while SMEs rely on them for accounting and business advisory services. Government and semi-government entities frequently establish retainer arrangements with specialized consultants for regulatory compliance and strategic planning.
Key legal considerations
Your Retainer Agreement must clearly distinguish between independent contractor and employment relationships to comply with UAE Labor Law No. 8 of 1980. The contract should specify service scope, payment terms, intellectual property ownership, and confidentiality obligations. Include termination clauses that protect both parties' interests and define notice periods. Payment provisions must outline retainer amounts, billing cycles, and additional fee structures for services beyond the agreed scope. The agreement should address force majeure events, dispute resolution mechanisms, and governing law clauses to ensure enforceability in UAE courts.
Legal requirements in United Arab Emirates
Under UAE Federal Law No. 5 of 1985 (Civil Code), your Retainer Agreement must contain essential contract elements including offer, acceptance, and consideration. The Commercial Transactions Law (Federal Law No. 18 of 1993) governs commercial aspects of professional service relationships. If your service provider is a company, ensure compliance with UAE Commercial Companies Law No. 2 of 2015 regarding corporate capacity and authorization. The agreement must be in Arabic or have certified Arabic translation for certain government-related services. Include proper UAE address details for both parties and ensure the service provider holds necessary professional licenses and permits required by relevant UAE authorities.
GOVERNING LAW
Applicable law
This Retainer Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Regulates commercial transactions and business relationships, including provisions for professional services and commercial agencies.
UAE Federal Law No. 8 of 1980 (UAE Labor Law): Important to ensure the retainer agreement doesn't create an employment relationship and clearly establishes an independent contractor status.
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Relevant for establishing the proper business relationship and ensuring compliance with corporate regulations if dealing with companies.
UAE Federal Law No. 4 of 2012 (Competition Law): May be relevant for non-compete and exclusivity provisions often included in retainer agreements.
Dubai Law No. 13 of 2011 (if applicable to Dubai): Regulates the conduct of economic activities in Dubai, including professional services and business licensing requirements.
UAE Federal Law No. 37 of 1992 (Concerning Commercial Agencies): May be relevant if the retainer agreement involves agency-like arrangements or representation services.
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