The Sub Vendor Agreement is a critical document used in the UAE business environment when a main contractor needs to engage additional service providers or suppliers to fulfill its contractual obligations. This agreement type is particularly important in the UAE context due to specific local regulatory requirements, including commercial agency laws, foreign ownership restrictions, and local content requirements. The document establishes clear hierarchies, responsibilities, and compliance obligations while ensuring alignment with UAE Federal Laws and regulations. It typically includes detailed provisions for payment terms, performance standards, dispute resolution mechanisms, and necessary safeguards for both parties. The agreement is essential for managing risk, ensuring compliance, and maintaining clear communication channels in complex project delivery structures within the UAE market.
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1. Parties: Identification of the main contractor and sub-vendor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship to the main contract, and general purpose of the sub-vendor arrangement
3. Definitions: Detailed definitions of terms used throughout the agreement, including specific UAE legal and commercial terms
4. Scope of Services: Detailed description of services/works to be provided by the sub-vendor, including deliverables and performance standards
5. Term and Timeline: Duration of the agreement, key milestones, and delivery schedules
6. Payment Terms: Compensation, payment schedule, invoicing requirements, and VAT considerations under UAE law
7. Performance Standards: Quality requirements, KPIs, and acceptance criteria for deliverables
8. Obligations of the Parties: Specific responsibilities of both main contractor and sub-vendor
9. Compliance Requirements: Obligations to comply with UAE laws, regulations, and industry standards
10. Warranties and Representations: Standard and specific warranties regarding capacity, authority, and service delivery
11. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification provisions
12. Insurance: Required insurance coverage under UAE law and industry standards
13. Confidentiality: Protection of confidential information and trade secrets
14. Intellectual Property: Ownership and usage rights of IP created during the project
15. Termination: Grounds for termination, notice requirements, and consequences
16. Dispute Resolution: Process for resolving disputes, including UAE jurisdiction and governing law provisions
17. General Provisions: Standard boilerplate clauses adapted for UAE law
1. Local Sponsorship: Required when the sub-vendor needs local sponsorship or agency arrangements under UAE law
2. Security Requirements: Include when the services involve sensitive information or government contracts
3. Equipment and Materials: Required when the sub-vendor will be providing or using specific equipment or materials
4. Personnel Requirements: Include when specific qualifications or security clearances are required for sub-vendor staff
5. Environmental Compliance: Required for projects with environmental impact considerations
6. Health and Safety: Include for services involving on-site work or physical presence
7. Data Protection: Required when personal or sensitive data processing is involved
8. Force Majeure: Optional but recommended given regional considerations
9. Change Control: Include for long-term or complex service arrangements
10. Step-in Rights: Include for critical services or high-value contracts
1. Schedule 1 - Scope of Services: Detailed technical specifications and service requirements
2. Schedule 2 - Pricing and Payment Terms: Detailed pricing structure, payment milestones, and invoicing requirements
3. Schedule 3 - Service Levels: Specific performance metrics, KPIs, and measurement criteria
4. Schedule 4 - Required Personnel: Key personnel requirements, qualifications, and roles
5. Schedule 5 - Timeline and Deliverables: Project schedule, milestones, and delivery requirements
6. Schedule 6 - Technical Requirements: Specific technical standards and requirements
7. Schedule 7 - Compliance Requirements: Specific regulatory and compliance obligations
8. Appendix A - Form of Performance Bond: Standard form for performance security if required
9. Appendix B - Required Insurance: Detailed insurance requirements and minimum coverage
10. Appendix C - Change Request Form: Standard form for requesting and documenting changes
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