The Subcontractor Agreement For Professional Services is essential in the UAE business environment where complex projects often require specialized expertise from various professional service providers. This agreement is typically used when a main contractor needs to engage professional expertise for specific components of a larger project or ongoing service delivery. The document ensures compliance with UAE Federal Law No. 5 of 1985 (Civil Code), Federal Law No. 8 of 1980 (Labor Law), and relevant professional licensing requirements. It addresses critical aspects such as scope definition, quality standards, payment terms, and regulatory compliance, while protecting both parties' interests through appropriate risk allocation and indemnification provisions. The agreement is particularly relevant in the UAE's diverse business landscape, where professional services are often delivered through a mix of local and international expertise, requiring careful consideration of local content requirements and professional qualifications.
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1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and registration details as per UAE requirements
2. Background: Context of the agreement, including reference to the main contract and basis for subcontracting
3. Definitions: Defined terms used throughout the agreement, including specific UAE legal and technical terms
4. Scope of Services: Detailed description of professional services to be provided, including deliverables and standards
5. Term and Commencement: Duration of the agreement and conditions for commencement
6. Subcontractor's Obligations: Key responsibilities, professional standards, and compliance requirements
7. Main Contractor's Obligations: Support, access, and information to be provided by the main contractor
8. Payment Terms: Fees, payment schedule, invoicing requirements, and currency specifications
9. Professional Standards and Quality: Required qualifications, standards, and quality assurance measures
10. Intellectual Property Rights: Ownership and usage rights of work products, aligned with UAE IP laws
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks and responsibilities under UAE law
13. Insurance: Required insurance coverage as per UAE regulations
14. Termination: Grounds and procedures for contract termination
15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction specifications
16. General Provisions: Standard boilerplate clauses adapted to UAE requirements
1. Non-Compete and Non-Solicitation: Restrictions on competition and employee solicitation, used when protecting business interests is crucial
2. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts
3. Change Control: Procedures for managing changes to scope or specifications, needed for complex or evolving projects
4. Performance Bonds: Requirements for performance guarantees, relevant for high-value or critical services
5. Data Protection: Specific provisions for handling personal data, required when dealing with personal information
6. Anti-Corruption: Compliance with anti-corruption laws, essential for government-related projects
7. Local Content Requirements: Provisions for meeting UAE local content requirements, relevant for government or semi-government projects
8. Assignment and Subcontracting: Rights to further assign or subcontract, needed when flexibility in service delivery is required
9. Environmental Compliance: Environmental protection measures, relevant for services with environmental impact
10. Health and Safety: HSE requirements, necessary for services involving on-site work
1. Schedule 1 - Scope of Services: Detailed specification of services, deliverables, and technical requirements
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Performance metrics and service level requirements
4. Schedule 4 - Key Personnel: List of key personnel and their qualifications
5. Schedule 5 - Required Insurance: Specific insurance requirements and coverage levels
6. Schedule 6 - Compliance Requirements: List of applicable regulations and compliance requirements
7. Appendix A - Form of Invoice: Template for invoices meeting UAE requirements
8. Appendix B - Change Request Form: Standard form for requesting and documenting changes
9. Appendix C - Professional Licenses: Copies of required professional licenses and certifications
10. Appendix D - Quality Assurance Plan: Detailed quality control and assurance procedures
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Management Consulting
Engineering Services
Architecture and Design
Financial Services
Legal Services
Healthcare Services
Education and Training
Project Management
Environmental Consulting
Business Advisory
Technical Services
Research and Development
Digital Marketing
Human Resources
Relevant Teams
Legal
Procurement
Operations
Risk and Compliance
Finance
Project Management Office
Quality Assurance
Business Development
Professional Services
Technical Services
Relevant Roles
Chief Executive Officer
Chief Operating Officer
Legal Counsel
Procurement Manager
Contract Manager
Project Director
Professional Services Director
Operations Manager
Risk Manager
Compliance Officer
Business Development Manager
Technical Director
Quality Assurance Manager
Finance Director
Professional Practice Lead
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