Contract Review in Dubai: Cost, Timeline and What a Lawyer Checks

What a contract review actually includes

A proper review is not a proofread. It is a risk read: the lawyer works out what happens to you in the three or four realistic bad scenarios, then checks whether the document leaves you a way out.

• A plain summary of the commercial deal as the document actually records it, which is frequently not what was discussed.
• The clauses that create the most exposure, ranked, with the practical consequence of each.
• Whether the drafting is enforceable in the forum the contract names.
• Specific replacement wording — not a general recommendation to negotiate.
• What to do if the other side refuses each change, and which points are worth losing.

The clauses a UAE lawyer checks first

Governing law and dispute forum

This is the clause that decides everything else. A contract can be governed by UAE federal law and heard in Dubai Courts in Arabic; it can be governed by DIFC or ADGM law and heard in those common-law courts in English; or it can go to arbitration, commonly under DIAC or ADGM Arbitration Centre rules. The three routes differ in language, cost, timeline and how a judgment is enforced. A mismatch — for example naming a foreign law but a local court — is one of the most common defects we see.

Payment, currency and late payment

Check when payment falls due, what triggers the invoice, whether interest on late payment is provided for, and whether you can suspend performance if you are not paid. Silence on late payment is not neutral; it makes recovery slower.

Termination and notice

Look for termination for convenience, cure periods, notice length, notice method and where notices must be sent. Many contracts require written notice to a registered address; an email to a colleague will not count.

Liability, indemnities and caps

UAE law does not allow you to contract out of everything — liability for fraud and certain statutory obligations cannot be excluded — but the cap, the exclusion of indirect loss and the indemnity trigger are where most one-sided drafting hides.

Intellectual property and confidentiality

For services and development work, confirm who owns the output and whether ownership transfers on payment or on delivery. If confidential information moves before signature, a separate NDA should be in place first.

Language

If the contract may be litigated onshore, an Arabic version matters. Where a bilingual contract exists and the versions conflict, the document should state which prevails; before Dubai Courts, the Arabic text will in practice be the working text.

How long a review takes

• A short agreement such as an NDA, a purchase order or a one-page engagement: a few hours.
• A standard commercial contract, service agreement or lease: same working day.
• A shareholders' agreement, investment document or long-form supply contract: one to two working days, because the schedules matter as much as the body.
• Negotiation with the other side: not a fixed timeline, because it depends on their responsiveness.

The clock starts when the full document arrives, including annexes. Reviews stall most often because a schedule, a rate card or a referenced policy was never sent.

Review, redlining or your own contract?

Three different jobs are often called the same thing. A review tells you where you stand on their paper. Redlining produces a marked-up version and takes the negotiation to them. Drafting your own contract puts you on your paper from the start, which is the strongest position and worth doing once for any agreement you will reuse.

If you are reviewing an employment contract specifically, the rules differ by regime and our employment contracts guide covers them. If it is a shareholders' agreement, read that guide first.

Practical checklist

• Send the full document, including every schedule and annex.
• Say what the commercial deal is meant to be, in two lines.
• Confirm your deadline to sign.
• Flag anything already agreed by email that is not in the document.
• Identify the counterparty properly: mainland, free zone, DIFC or offshore.
• Check whether a signed NDA needs to be in place before you share anything further.
• Decide in advance which points you are willing to concede.

Common mistakes

• Signing first and asking afterwards.
• Accepting a governing law and court combination that do not match.
• Assuming an email chain overrides the signed document — most contracts contain an entire-agreement clause.
• Ignoring the notice clause until the day you need to terminate.
• Treating an unlimited indemnity as boilerplate.
• Relying on an English version when the matter will be heard in Dubai Courts in Arabic.

Frequently asked questions