Retainers Agreement Template for the United Arab Emirates
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What is a Retainers Agreement?
This Retainers Agreement is designed for use in the United Arab Emirates when establishing ongoing professional service relationships between service providers and their clients. The document is particularly useful when parties wish to formalize a continuous professional engagement with regular payment terms and clearly defined service scope. It incorporates key requirements under UAE law, including provisions from the Civil Code and Commercial Transactions Law, ensuring compliance with local legal requirements while protecting both parties' interests. The agreement is structured to provide clarity on service delivery expectations, payment obligations, and professional standards, making it suitable for various professional service arrangements from legal and consulting services to technical and advisory support. Key components include detailed service descriptions, fee structures, performance metrics, and termination provisions, all aligned with UAE commercial practices and legal frameworks.
About the Retainers Agreement
A Retainers Agreement is a professional service contract that establishes an ongoing relationship between a service provider and client under United Arab Emirates law. This document creates a framework for continuous professional engagement, setting out payment terms, service expectations, and performance standards while ensuring compliance with UAE commercial legislation including the Civil Code and Commercial Transactions Law.
When do you need this document?
You need a Retainers Agreement when establishing long-term professional relationships that require ongoing services rather than one-time engagements. Law firms use these agreements to secure monthly retainers from corporate clients for legal advisory services. Consulting firms employ them when providing continuous business advisory support to government entities or free zone companies. Accounting firms utilize retainer agreements for regular financial reporting and compliance services to LLC companies. Marketing agencies establish retainers with corporate clients for ongoing brand management and advertising campaigns. The agreement is particularly valuable when services are provided on a recurring basis with predictable monthly or quarterly payments.
Key legal considerations
Your Retainers Agreement must clearly define the scope of services to prevent disputes over what is included versus additional billable work. Payment terms should specify retainer amounts, billing cycles, and consequences for late payments, ensuring compliance with UAE commercial practices. Include detailed termination clauses that protect both parties' interests, particularly regarding unused retainer balances and transition periods. Professional liability and indemnification provisions are crucial, especially for regulated professions like legal or financial services. The agreement should address intellectual property ownership, confidentiality obligations, and data protection requirements. Consider including force majeure clauses and dispute resolution mechanisms, preferably specifying UAE courts or recognized arbitration centers like the Dubai International Arbitration Centre.
Legal requirements in United Arab Emirates
Under UAE Federal Law No. 5 of 1985 (Civil Code), your Retainers Agreement must contain essential contractual elements including clear identification of parties, service obligations, and consideration. The Commercial Transactions Law requires specific provisions for payment terms and commercial obligations when the agreement involves business entities. If providing legal services, ensure compliance with UAE Federal Law No. 23 of 1991 (Legal Profession Law) regarding professional conduct and fee arrangements. Companies must have proper authorization under the Commercial Companies Law to enter retainer agreements, with board resolutions if required. Consumer protection laws may apply when serving individual clients, requiring additional disclosures and fair contract terms. All agreements should be executed in accordance with UAE signature requirements, with proper attestation for corporate entities and consideration of electronic signature validity under UAE e-commerce regulations.
GOVERNING LAW
Applicable law
This Retainers Agreement is drafted to comply with United Arab Emirates law. Key legislation includes:
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and business relationships, including payment terms, commercial obligations, and business contracts
UAE Federal Law No. 2 of 2015 (Commercial Companies Law): Relevant for determining the capacity of companies to enter into retainer agreements and their authority to contract
UAE Federal Law No. 23 of 1991 (Legal Profession Law): If the retainer involves legal services, this law governs the regulation of legal professionals and their service agreements
UAE Federal Law No. 24 of 2006 (Consumer Protection Law): May be applicable if the retainer agreement is with an individual client, ensuring fair treatment and transparent fee structures
UAE Federal Law No. 1 of 2006 (Electronic Transactions Law): Relevant for electronic execution of agreements and digital communications between parties
UAE Federal Law No. 4 of 2012 (Competition Law): May be relevant for ensuring the retainer agreement does not contain anti-competitive provisions or restrictive practices
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