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The Consulting Subcontractor Agreement is essential for businesses operating in the UAE that engage external consultants or specialized service providers through a subcontracting arrangement. This document is particularly relevant when a primary consulting firm needs to supplement its capabilities with additional expertise or capacity while maintaining its primary relationship with the end client. The agreement ensures compliance with UAE federal laws, including Federal Law No. 33 of 2021 (Labor Law), Federal Law No. 2 of 2015 (Commercial Companies Law), and recent data protection regulations. It addresses crucial aspects such as scope of services, payment terms, intellectual property rights, confidentiality obligations, and dispute resolution mechanisms within the UAE legal framework. The document is structured to clearly establish an independent contractor relationship while providing comprehensive protection for all parties' interests.

1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between parties, and reference to the main contract (if applicable)

3. Definitions: Key terms used throughout the agreement, including specific consulting services terminology

4. Scope of Services: Detailed description of consulting services to be provided, including deliverables and performance standards

5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination

6. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures

7. Independent Contractor Status: Clear statement of independent contractor relationship and associated obligations

8. Obligations of the Subcontractor: Key responsibilities, compliance requirements, and performance standards

9. Obligations of the Main Contractor: Support, resources, and information to be provided by the main contractor

10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during the engagement

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: Compliance with UAE data protection laws and data handling requirements

13. Warranties and Representations: Guarantees regarding services, qualifications, and legal compliance

14. Liability and Indemnification: Allocation of risks and responsibilities between parties

15. Insurance: Required insurance coverage and minimum limits

16. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for dispute resolution

17. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendment procedures