Referral Agreement in UAE: Template and Key Clauses (2026)

A referral agreement in the UAE is a contract where one party introduces potential customers to another for a fee. The biggest UAE-specific risk is boundary with commercial agency: the UAE has a strong, registrable commercial-agency regime that gives agents powerful protections, and you do not want a simple introduction treated as a protected agency by accident. On top of that sit the Civil Transactions Law, VAT and the need for the referrer to be properly licensed for whatever activity they actually carry out. This guide covers the law, the key clauses and a drafting skeleton. It is general information, not legal advice; confirm a live deal with a qualified local lawyer. ## Keep a referral out of commercial-agency territory The UAE Commercial Agencies Law gives a registered commercial agent exclusivity and compensation rights that can make a principal's exit expensive. A referral agreement should be drafted so the referrer merely introduces and does not distribute, sell, promote as an agent, negotiate or bind the principal. If the arrangement starts to look like a commercial agency, the parties may find themselves in a different and much stronger statutory regime. Define the role tightly as introductions only. ## What law governs the contract General contract rules sit in the Civil Transactions Law (Federal Law No. 5 of 1985, as amended), with commercial matters also shaped by the Commercial Transactions Law. Arabic is the court language, so many parties sign bilingual contracts and state the prevailing language. ## Licensing A business in the UAE must be licensed for the activity it carries on, whether onshore or in a free zone. If the referrer is itself a UAE business earning fees, it should hold a licence that covers marketing or brokerage-type activity. Confirm the referrer is properly licensed, because fees earned outside a valid licence can be challenged. ## VAT VAT at 5 percent applies under the VAT law (Federal Decree-Law No. 8 of 2017). A VAT-registered referrer charges VAT on the fee. State whether the fee is inclusive or exclusive of VAT. ## Key clauses in a UAE referral agreement - Nature of the relationship: introductions only, no agency, no authority to bind, and an express statement that this is not a commercial agency.

• Qualifying referral: what counts as a referral that earns a fee.
• Fee and trigger: the amount or percentage and when it is earned.
• VAT: treatment of the fee.
• Licensing warranty: the referrer holds the licence needed for its activity.
• Data sharing: how prospect details are shared and with what consent.
• Exclusivity and term: whether the referrer may refer to competitors, and duration.
• Non-circumvention: protection so a referred customer earns the fee.
• Governing law and language: UAE law, the governing language and the forum. ## A simple drafting skeleton 1. Parties and date

2. Nature of the relationship (introductions only; not a commercial agency)
3. Definition of a qualifying referral
4. Fee, trigger and payment
5. VAT treatment
6. Licensing warranty
7. Data sharing and consent
8. Exclusivity (if any) and term
9. Non-circumvention
10. Confidentiality
11. Governing law, language and dispute resolution
12. Signatures Give the most attention to the non-agency language and the fee trigger, because the first keeps you out of the commercial-agency regime and the second is where disputes arise. ## Common mistakes to avoid - Drafting so loosely that an introduction looks like a protected commercial agency.

• Letting the referrer negotiate or bind the principal.
• Paying fees to a referrer not licensed for the activity.
• Leaving VAT silent on the fee.
• Signing an English-only contract without deciding the governing language for a UAE court. ## Why the agency line is worth the effort It is worth being clear about what is at stake if a referral slips into commercial-agency territory. A registered commercial agent under the UAE regime can gain exclusivity over a territory, the ability to block others from importing or distributing the same goods, and compensation when the principal ends or does not renew the relationship. None of that is what a brand intends when it simply pays someone for an introduction. So the agreement should state expressly that the arrangement is not a commercial agency, that it will not be registered as one, and that the referrer has no authority to represent, negotiate for or bind the principal. Keep the referrer away from pricing, contracting and collecting payment. ## Documentation and the fee trigger As with any referral deal, record who was introduced and when, and define the trigger for the fee precisely, whether that is a signed contract or payment received. Add a non-circumvention clause so the fee is honoured if the introduced customer later contracts directly. Address VAT on the fee and confirm the referrer's licence covers the activity. A tightly documented, introductions-only arrangement is both easier to enforce and far less likely to be recharacterised under UAE law. ## Keeping a contract portfolio under control One UAE referral programme is manageable by hand. A portfolio is not. The hard part is tracking which version is current, when each notice period runs, which clause carries risk, and which renewal is due. That work (drafting from a tuned template, flagging risky clauses, tracking dates, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today, with other jurisdictions architected but not yet at the same depth, so verify local depth before relying on it for UAE law. More at Adira. The law above stands on its own. ## Bottom line A UAE referral agreement should keep the referrer to introductions, state expressly that it is not a commercial agency, define the fee trigger tightly, handle VAT, confirm the referrer's licence, and decide the governing language. Keep it out of agency territory, and get UAE advice before paying for introductions at scale.