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The Consultant Retainer Agreement is essential for businesses operating in the UAE that require ongoing professional consulting services. This document is particularly relevant in the UAE business environment where companies frequently engage external expertise while ensuring compliance with local laws and regulations. The agreement serves as a comprehensive framework for establishing a professional relationship between the client and consultant, covering key aspects such as service scope, payment terms, confidentiality, and intellectual property rights. It is specifically structured to comply with UAE federal laws, including the Civil Code and Commercial Transactions Law, while clearly distinguishing the consulting relationship from employment. This type of agreement is commonly used when engaging consultants for long-term projects or ongoing advisory services, whether with individual professionals or consulting firms, and can be adapted for use across various free zones and mainland UAE operations.

1. Parties: Identification of the parties, including full legal names, addresses, and registration details as required by UAE law

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Key terms used throughout the agreement, including specific UAE legal terminology where relevant

4. Scope of Services: Detailed description of consulting services to be provided, including any specific deliverables

5. Term and Engagement: Duration of the agreement and terms of engagement, including renewal provisions

6. Fees and Payment Terms: Retainer fee structure, payment schedule, VAT provisions, and invoicing requirements

7. Independent Contractor Status: Clear statement of consultant's independent status and not an employee

8. Obligations of the Consultant: Key responsibilities, availability, quality standards, and reporting requirements

9. Obligations of the Client: Client's responsibilities, including provision of information and resources

10. Confidentiality: Confidentiality obligations complying with UAE business secret protection requirements

11. Intellectual Property: Ownership and usage rights of materials created during the engagement

12. Liability and Indemnification: Limitation of liability and indemnification provisions conforming to UAE law

13. Termination: Grounds for termination, notice periods, and consequences of termination

14. Governing Law and Jurisdiction: UAE law as governing law and specification of jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability