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A balanced UAE mainland (onshore) agreement for a startup or board advisor engaged as an independent contractor and paid in equity, a fee or both: services and time commitment, an optional equity, option or phantom-equity award with monthly vesting, cliff and optional acceleration (reflecting onshore share-transfer formalities), confidentiality, ownership of work product consistent with UAE copyright rules, data protection, liability and UAE courts or DIAC arbitration.
UAE Mainland
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Company] (the "Company") and [TO BE CONFIRMED — Advisor] (the "Advisor").
"Services" means [TO BE CONFIRMED — Services].
"Company Contact" means [TO BE CONFIRMED — Company contact].
"Time Commitment" means up to 5 hours a month, at times agreed between the parties.
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"Commencement Date" means [TO BE CONFIRMED — Commencement Date].
"Engagement Term" means 24 months.
"Fee" means [TO BE CONFIRMED — Fee].
"Invoice Frequency" means monthly.
"Payment Period" means 30 days after receipt of a valid invoice.
"VAT Treatment" means exclusive of VAT; VAT is payable in addition where properly chargeable.
"Expense Policy" means reasonable pre-approved out-of-pocket expenses are reimbursable on supporting evidence.
"Confidentiality Period" means 3 years after termination or expiry.
"Work Product Ownership" means that the Company owns the Work Product on creation.
"Liability Cap" means the greater of AED 50,000 and the total fees paid or payable to the Advisor under this agreement in the 12 months before the event giving rise to the claim.
"Governing Law" means laws of the United Arab Emirates as applied in the Emirate of Dubai.
"Court Forum" means the courts of the Emirate of Dubai (which, for clarity, do not include the courts of the Dubai International Financial Centre or the Abu Dhabi Global Market).
Where a party is an individual, "it", "its" and "itself" refer to that individual; a reference to a party's officers, board, constitutional documents or being duly incorporated or organised applies only to a party that is a body corporate or other entity; and a reference to a party becoming insolvent includes, for an individual, being made bankrupt or becoming subject to any equivalent procedure in any jurisdiction.
The Advisor must provide the Services with reasonable skill, care and diligence and in accordance with applicable law. The Advisor must keep the Company Contact reasonably informed of material progress and promptly notify the Company of any material issue affecting the Services.
The Advisor must make itself reasonably available to provide the Services for the Time Commitment. The Advisor decides how, when and where it provides the Services, subject to reasonable coordination with the Company. Any work beyond the Time Commitment requires the parties' prior written agreement.
The Services do not include introducing or soliciting investors, negotiating or arranging any issue or sale of the Company's securities, promoting a market in them, or any other activity that requires a licence, authorisation or registration the Advisor does not hold. The Advisor must not carry on any of those activities for the Company unless the parties first agree separate written terms.
The Advisor acts as an independent contractor and not as an employee, worker, partner, agent or representative of the Company. The Advisor has no authority to bind the Company or incur obligations in its name without the Company's prior written authority.
This agreement begins on the Commencement Date and continues for the Engagement Term unless ended earlier under this clause.
Either party may terminate this agreement for convenience by giving the other party written notice of at least 30 days. If the Company ends this agreement under this clause before the work is complete, the Advisor keeps any right it has under Article 836 of the Civil Transactions Law (Federal Decree-Law No. 25 of 2025) to compensation for the expenses it has incurred, the work it has done and the profit it would have made by completing the work, although a court may reduce the lost-profit part where fair, in particular by what the Advisor saved, or earned by using its time elsewhere, because of the termination; amounts paid under this agreement because of the termination count towards that compensation.
Either party may terminate this agreement with immediate effect by written notice, without the need for a court order to the extent the law permits, if the other party materially breaches this agreement and, where the breach can be remedied, does not remedy it within 14 days after written notice requiring it to do so; becomes insolvent; or acts unlawfully or in a way that is reasonably likely to cause material reputational harm to the terminating party. If the Advisor is an individual, this agreement ends automatically on the Advisor's death, and the Company may terminate it in the same way if the Advisor is unable through illness, injury or incapacity to provide the Services for more than 60 consecutive days.
On termination or expiry, the Advisor must promptly stop providing the Services unless the Company requests reasonable transition assistance, return or securely delete the Company's Confidential Information, and deliver all completed and in-progress Work Product. The Company must pay any undisputed fees properly earned for Services performed up to the termination or expiry date. Vesting of any Advisor Equity stops as the Equity Compensation clause provides. Termination or expiry does not affect accrued rights. The Interpretation, Confidentiality, Intellectual Property, Liability, Notices, General and Governing Law and Jurisdiction clauses continue after termination or expiry, as do the Company's obligation to pay fees and expenses accrued up to that date and, where this agreement includes them, the Equity Compensation clause as it applies to equity that vested before that date and the Data Protection clause as it applies to personal data the Advisor still holds, together with any other provision intended to continue.
The Company must pay the Fee. The Advisor must invoice at the Invoice Frequency with reasonable supporting detail, and the Company must pay each valid, undisputed invoice within the Payment Period. If the Company disputes part of an invoice in good faith, it must say so promptly and pay the rest on time.
The VAT Treatment applies to any Fee. Each party is responsible for its own taxes arising from this agreement, except taxes that applicable law requires the other party to withhold or account for. The Expense Policy applies to expenses incurred in providing the Services.
Subject to the partner or shareholder approvals required by the Company's memorandum and articles of association and applicable law, the Company must grant the Advisor an award equal to [TO BE CONFIRMED — Advisor equity (number or percentage of shares, and basis)] (the "Advisor Equity") under the Company's share incentive plan or, where the Company's constitutional documents or applicable law do not permit the Advisor to hold shares directly, a phantom award giving an equivalent economic interest. The Company must seek those approvals within 30 days after the date of this agreement, and the award documents must reflect the vesting terms of the Equity Compensation clause. Any issue or transfer of shares to the Advisor takes effect only when the required amendment to the Company's memorandum of association, any notarisation and the registration with the Company's licensing authority are complete, which the Company must use reasonable efforts to procure. The award documents govern all other terms, including price, settlement, leaver treatment and transfer, and prevail over this clause if they conflict. No right to the Advisor Equity arises until the award is approved and the award documents are signed. The Advisor is responsible for any tax arising to it on the Advisor Equity.
The Advisor Equity vests in equal monthly instalments over 24 months starting on the Commencement Date (the "Vesting Start Date"). Each instalment vests on the same day of each following month or, if a month has no such day, on its last day. No Advisor Equity vests until 3 months after the Vesting Start Date, when every instalment that would otherwise have vested by then vests together. Instalments are rounded down to whole shares, with any remainder vesting in the final instalment. Vesting stops on the date the Advisor's engagement under this agreement ends for any reason, and no Advisor Equity vests after that date except under the acceleration terms of this agreement, if any.
If, within 12 months after a Change of Control, the Company or its successor ends the Advisor's engagement under this agreement other than for the Advisor's material breach, all unvested Advisor Equity vests in full immediately before that engagement ends. "Change of Control" means a transfer of shares or other transaction after which the persons who held the Company's shares immediately before it hold less than 50% of its shares or voting rights, or a sale of all or substantially all of the Company's business and assets, but not an internal reorganisation or a transaction made principally to raise finance. The Company must ensure the award documents reflect this clause.
Each party must keep the other party's non-public business, technical, financial and commercial information ("Confidential Information") confidential and use it only to perform or receive the Services. A party may disclose Confidential Information to its personnel and professional advisers who need to know it and are bound by equivalent confidentiality duties, or where disclosure is required by law. This obligation does not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully received from a third party without a confidentiality duty. These obligations continue for the Confidentiality Period.
"Work Product" means all deliverables, reports, materials and other outputs created specifically for the Company in performing the Services, excluding the Advisor's pre-existing materials, know-how, tools and methodologies. The Work Product Ownership applies. Where the Company owns the Work Product, the Advisor assigns to the Company all economic rights in it, for every form of exploitation, worldwide and for the full term of protection, and must sign any further document needed to record that assignment. Moral rights remain with their author as the law requires, and the Advisor must not exercise them unreasonably to object to the Company's use or adaptation of the Work Product. The Advisor grants the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use, reproduce, modify and distribute any of the Advisor's pre-existing materials incorporated in the Work Product, as needed to use it. The rights assigned under this clause are the economic rights of reproduction (including downloading and electronic storage), translation, adaptation and modification, distribution, rental, lending, broadcasting, performance and communication to the public (including making available through computer and communication networks) in the Work Product, together with any other intellectual property rights in it.
The Advisor confirms that entering into and performing this agreement does not breach any obligation it owes to another person. The Advisor must promptly disclose any actual or potential conflict of interest relating to the Services, including advising a competitor of the Company, and must not proceed with the affected matter without the Company's written consent. Each party must comply with applicable anti-bribery, anti-money-laundering, sanctions and other applicable laws in connection with this agreement.
During the term of this agreement, the Company may name the Advisor as an advisor to the Company, and use the Advisor's name, title and a biography the Advisor has approved, on its website and in its investor, recruitment and marketing materials. The Advisor may withdraw this permission for future materials by written notice. When this agreement ends, the Company must stop presenting the Advisor as a current advisor within a reasonable time.
Each party must comply with applicable data protection law, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data where it applies, when processing personal data in connection with this agreement. The Advisor must process personal data only as necessary for the Services and on the Company's documented instructions, implement appropriate technical and organisational security measures, notify the Company without undue delay of a personal-data breach, and not appoint a sub-processor or transfer personal data outside the UAE without the Company's prior written approval and any safeguards applicable law requires.
Neither party excludes or limits liability that cannot lawfully be excluded or limited. Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings. Each party’s aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap.
A notice under this agreement must be in writing and delivered by hand, reputable courier or email to the Company at [TO BE CONFIRMED — Company Notice Address] and to the Advisor at [TO BE CONFIRMED — Advisor Notice Address], or to any replacement address notified in writing. A notice is deemed received when delivered by hand, on courier delivery, or when sent by email without an automated failure notice, provided that an email sent after 5.00 pm on a business day is deemed received on the next business day.
This agreement is the entire agreement between the parties concerning its subject matter and supersedes prior discussions and arrangements. A variation is effective only if in writing and signed by both parties. Neither party may assign or transfer this agreement without the other party's prior written consent, except that the Company may assign it to an affiliate or as part of a merger, restructuring or transfer of substantially all relevant business or assets. A failure or delay to exercise a right is not a waiver. If any provision is unenforceable, it is to be adjusted only as far as needed and the remainder remains effective. This agreement may be signed in counterparts and by electronic signature, to the extent permitted by applicable law.
This agreement is made in English. If it is translated into Arabic or any other language, including for filing with a court, the English text prevails between the parties to the extent the law permits.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the Governing Law. The Court Forum has exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, subject to any mandatory law.