Reviewing a contract with a counterparty in the Middle East

A contract with a counterparty in the Gulf or the wider Middle East can be governed by English law and often is, but the counterparty's own law will still decide whether a local agent or distributor can be terminated, whether interest can be recovered, whether a judgment can be enforced, and who must be paid for the introduction. The financial free zones have their own courts and laws, and the mainland jurisdictions have theirs. Acting for the UK business, I mark up the contract and explain in writing which changes to press for, which points turn on local law and which a counterparty in the region is likely to accept, for a fixed fee of £895 in five working days.

Who this is for

UK exporters, consultancies, technology businesses and manufacturers supplying goods, services, technology or expertise to, or buying from, a customer, distributor, agent, joint venture partner or government entity in the United Arab Emirates, Saudi Arabia, Qatar, Bahrain, Kuwait, Oman or elsewhere in the region. The contract is between businesses. My advice is on the law of England and Wales, with the questions for a lawyer in the counterparty's jurisdiction listed separately.

What to look for in a contract with a Middle East counterparty

Governing law, the arbitration seat and enforcement

English law is a common choice in the region, and the review checks that it is chosen expressly and that the dispute resolution clause matches it. A judgment of the English courts may be difficult to enforce on the mainland of a Gulf state, while an arbitral award is enforceable across the region under the New York Convention, so the review recommends an arbitration clause, which the Arbitration Act 1996 governs where the seat is in England, seated in London or in one of the region's arbitration centres, and checks that the clause names the rules, the seat, the language and the number of arbitrators. Where the counterparty is in a financial free zone with its own common law courts, the review considers whether those courts are the better forum.

Local agency and distribution laws that override the contract

Several Gulf states have commercial agency laws under which a registered local agent or distributor is entitled to compensation on termination and may block the appointment of a replacement, whatever law the contract chooses, in the same way that the Commercial Agents (Council Directive) Regulations 1993 protect an agent in Great Britain. The review identifies whether the counterparty is or could become a registered agent, drafts the appointment to reduce that risk where local advice confirms it can be, and asks for the termination provisions to be reviewed by a lawyer in the counterparty's jurisdiction before signature.

Interest, payment, security and the counterparty's law on interest

Interest on late payment may be unenforceable or restricted under the law of a counterparty's jurisdiction, and a court there may decline to enforce an English law interest clause or the interest under the Late Payment of Commercial Debts (Interest) Act 1998. The review drafts the payment terms to reduce reliance on interest: staged payments, advance payment, a letter of credit from a bank the UK business accepts, a parent company guarantee, and a right to suspend performance for non-payment. It also checks the currency, the treatment of withholding taxes and the invoicing requirements of the counterparty's tax authority, which are for the UK business's accountant.

Intermediaries, sponsors and the Bribery Act

Business in the region is done through local sponsors, agents and introducers, and payments to them are where the risk under section 7 of the Bribery Act 2010 sits, since a business is liable for bribery by a person performing services for it unless it has adequate procedures. The review checks that any intermediary is engaged under a written agreement with defined services, a commission that is proportionate and paid to the intermediary's own bank account, anti-corruption warranties and audit rights, and that the contract with the counterparty does not require payments the UK business cannot account for. The Bribery Act 2010 guidance published by the Ministry of Justice sets out what adequate procedures involve.

Sanctions, export controls and dual-use goods

The UK business must comply with UK sanctions regimes and with the Export Control Order 2008 for military and dual-use goods, software and technology, and the review checks the goods and services against those controls, the end user and end use, and the contract's warranties on re-export. It also checks that the contract allows the UK business to suspend or terminate where performance would breach sanctions or export controls, without liability, and that force majeure covers a refused export licence.

Data transfers and the counterparty's own data law

No adequacy regulations cover the region's jurisdictions, so any personal data the UK business sends there must go under one of the mechanisms in Article 46 of the UK GDPR and the Data Protection Act 2018, in practice the International Data Transfer Agreement or the Addendum, each with a transfer risk assessment. Several Gulf states and free zones have their own data protection laws with localisation requirements. The review checks the transfer mechanism, the processor terms where one party processes for the other, and identifies the local data law points for the counterparty's lawyer. For goods supplied across borders, section 26 of the Unfair Contract Terms Act 1977 removes the Act's reasonableness controls, and the liability clause stands or falls on its own drafting.

What it costs

Complex review, £895. Heavily negotiated or unusually complex documents. Five working days.

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

Can we enforce an English judgment in Dubai or Riyadh?

Enforcement of a foreign court judgment on the mainland of a Gulf state is possible in some cases but uncertain and slow, while an arbitral award is enforceable under the New York Convention. The review recommends arbitration and drafts the clause to make the award enforceable where the counterparty's assets are.

Our distributor in the Gulf wants exclusivity. What happens when we want to end it?

That depends on the local commercial agency law, which may give a registered agent or distributor compensation and the right to block a replacement whatever the contract says. The review identifies the risk, drafts to reduce it, and asks for local confirmation before you sign.

The contract says no interest is payable on late payment. Is that normal?

It reflects the counterparty's law, which may not enforce interest. The review drafts the payment terms so that you do not depend on interest: staged and advance payments, a letter of credit or guarantee, and a right to suspend performance if you are not paid.

Related guidance and services

• Contract review, £895, the service this page describes
• Terms and conditions drafting, £995
• Reviewing a contract governed by the law of another country
• Reviewing a distribution agreement from a manufacturer

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.