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1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details
2. Background: Context of the agreement, relationship to main contract, and general purpose of the subcontracting arrangement
3. Definitions: Key terms used throughout the agreement, including defined project terms, technical terminology, and legal concepts
4. Scope of Services: Detailed description of services to be provided, deliverables, and performance standards
5. Term and Timeline: Duration of the agreement, key milestone dates, and any renewal provisions
6. Payment Terms: Fees, payment schedule, invoicing requirements, and payment methods in compliance with UAE laws
7. Obligations of the Subcontractor: Key responsibilities, quality standards, reporting requirements, and compliance obligations
8. Obligations of the Main Contractor: Support, access, and information to be provided by the main contractor
9. Warranties and Representations: Standard warranties regarding capacity, authority, and quality of services
10. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP during the service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks, limitations of liability, and indemnification obligations
13. Termination: Grounds for termination, notice periods, and consequences of termination
14. Force Majeure: Events excusing performance and related procedures
15. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Insurance Requirements: Detailed insurance obligations when specific coverage types are required for the services
2. Data Protection: Required when services involve processing personal data or compliance with specific data protection regulations
3. Health and Safety: Necessary when services involve on-site work or specific safety requirements
4. Environmental Compliance: Required for services with environmental impacts or risks
5. Security Requirements: Important when services involve access to sensitive systems or facilities
6. Non-Compete and Non-Solicitation: Added when protection against competition or staff poaching is required
7. Performance Bonds: When financial security for performance is required
8. Change Control: For complex services where formal change management procedures are needed
9. Compliance with Anti-Corruption Laws: When services involve government contracts or high-risk jurisdictions
10. Local Content Requirements: When UAE local content requirements apply to the services
1. Schedule 1 - Scope of Services: Detailed technical specifications and service requirements
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Performance metrics, KPIs, and measurement criteria
4. Schedule 4 - Project Timeline: Detailed project schedule, milestones, and deliverable dates
5. Schedule 5 - Key Personnel: List of key team members and their roles
6. Schedule 6 - Required Insurance: Specific insurance types and coverage amounts
7. Schedule 7 - Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix A - Form of Invoice: Template for invoices meeting UAE VAT and other requirements
9. Appendix B - Change Order Form: Template for documenting and approving changes to services
10. Appendix C - Required Reports: Templates and specifications for required reporting
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