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Risk engineering, not document production. The contract is the only legal instrument standing between the company and its worst-case scenario — commercial, construction (FIDIC), finance (LMA), technology, employment, distribution, and franchise agreements across GCC and French law.
The contract is the document everyone reads at signing and nobody reads again until something goes wrong — at which point it is too late to change it.
There is a measurable difference between a contract that describes what the parties intend and a contract that protects one party when the other party stops intending it. The gap between the two is where clients lose money — and that gap is invisible at signing.
Cross-border agreements are deceptively dangerous. A limitation of liability clause that is enforceable in one jurisdiction may be void in another. A force majeure provision that protects you under common law may be overridden by mandatory civil code provisions elsewhere. The gap between what a contract says and what a court will enforce is where corporate value is quietly destroyed — often years after signing. GSDA does not draft standard contracts — we engineer contractual protection for the specific commercial relationship, the specific risk profile, and the specific jurisdictions involved.
Force majeure clauses drafted before 2020 routinely fail to cover supply chain disruption, pandemic-adjacent events, or Red Sea and Strait of Hormuz shipping disruptions — and most companies have not updated their template contracts since COVID-19 made the gaps visible
UAE Federal Decree-Law No. 40 of 2023 on Commercial Transactions changed how bills of exchange and commercial instruments are treated — contracts that incorporate payment mechanisms referencing the previous Commercial Transactions Law may now create unintended consequences for the party accepting payment by instrument
Limitation of liability clauses in technology contracts are routinely struck down by UAE courts as unfair contract terms under Civil Code Article 296, which voids any contractual exclusion of liability for gross negligence or intentional harm — a standard that UAE courts interpret more broadly than common-law jurisdictions
French contracts governed by French law are subject to the 2016 Ordonnance réformant le droit des contrats, which introduced imprévision (hardship) as a default right — unless expressly excluded, either party can seek judicial renegotiation of commercial terms when performance becomes excessively onerous due to unforeseeable circumstances
Arbitration clauses in contracts governed by Saudi law must comply with the Saudi Arbitration Law (Royal Decree M/34 of 2012) — clauses that do not specify the arbitration institution, seat, and applicable procedural rules are frequently found to be pathological (unenforceable) by Saudi courts, leaving disputes to the Saudi court system by default
Distribution and agency contracts in the UAE and Saudi Arabia carry statutory termination compensation regimes under commercial agency laws — a principal who terminates a registered agent without cause faces statutory compensation obligations regardless of what the contract's termination provisions say
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The challenges you face
Every day we hear these concerns from CEOs, CFOs and general counsel across the GCC and Europe. If any of these sound familiar, you're not alone — and we can help.
Article 296 of the UAE Civil Code voids contractual exclusions of liability for intentional acts and gross negligence. UAE courts apply a broad interpretation of gross negligence that extends well beyond what English or French courts would recognise. The limitation of liability clause in your technology services agreement was copied from an English-law template that operates in a different legal tradition — it was never tested against the Article 296 standard.
A company that believed its liability was capped at 12 months of contract fees discovers that the cap is void under UAE law, exposing it to the full measure of the counterparty's direct and consequential losses. The cap existed on paper; it did not exist in law.
The contract was drafted under English law for a UK transaction and then reused operationally across the UAE, Saudi Arabia, Qatar, Egypt, and Morocco. The choice of law clause specifies English law. But choice of law clauses do not override local mandatory law provisions — employment protections in Saudi Arabia, consumer protection in the UAE, commercial agency registration requirements in Qatar, and data protection obligations in Morocco all apply regardless of the governing law the parties chose.
The company faces mandatory law claims in four jurisdictions it did not plan for, none of which its standard contract addresses, and all of which are adjudicated by courts that will not apply the English law the contract specifies. The contract provides an illusion of uniformity; the legal exposure is entirely jurisdiction-specific.
The subcontract was intended to flow down all risks and obligations from the main FIDIC contract on a back-to-back basis. In practice, the subcontract has different notice periods (21 days instead of 28), a different payment timeline (60 days instead of 56), and a different dispute resolution mechanism (ad hoc arbitration instead of DIAC). These differences break the pass-through of risk at the precise moment a main contract claim needs to be funded by the subcontractor's liability.
The main contractor recovers a AED 12 million delay claim from the employer but cannot recover the corresponding amount from the subcontractor because the subcontract notice period expired before the main contract notice was served. The recovery gap represents the contractor's entire profit margin on the subcontract package.
The software development agreement assigns ownership of all custom developments to the vendor, grants the client a non-exclusive licence that terminates with the contract, and includes a broad data usage right that permits the vendor to use client data for 'service improvement and product development.' When the client terminates the contract, it loses access to systems built on its own operational data and business requirements — and discovers that the vendor has been using that data to develop derivative products for competitors.
The company's operational data has been used to train models and develop products that benefit its competitors. The contract permitted this. The data is gone, the competitive advantage is gone, and the termination clause that was supposed to provide a clean exit has instead provided the vendor with a permanent asset.
The force majeure clause lists 'war, earthquake, flood, and Act of God' without specifying what obligations are suspended, whether payment obligations are included, what notice requirements apply, or whether either party has a long-stop termination right if the event continues beyond a defined period. Under UAE Civil Code Article 273, force majeure requires impossibility of performance — and a clause that does not precisely define the mechanism for suspending or terminating obligations does not create the legal effect the drafter intended.
A party seeking to invoke force majeure discovers that the clause does not cover the specific event (supply chain disruption is not 'war'), does not suspend the payment obligation (only performance), does not give the right to terminate after 90 days of continued force majeure, and leaves the party in breach of contract while arguing that it should not be.
Don't let these problems compound.
Let's solve them together.
Sale of goods, services, distribution, agency, and franchise agreements across GCC and French civil law jurisdictions. We structure commercial contracts around the specific mandatory law provisions of each jurisdiction — UAE Civil Code good faith obligations, Saudi Civil Transactions Law termination rights, French imprévision provisions — rather than adapting templates from a single legal tradition.
FIDIC particular conditions, EPC/Turnkey, NEC4, and government-drafted forms. We draft particular conditions that protect the client's commercial position rather than expose it — analysing each amendment against the risk allocation of the standard form and identifying the specific clauses where modifications create unintended consequences for claims, variations, and payment.
Software development, SaaS, data processing, IP licensing, and AI tool contracts — with specific focus on IP ownership allocation, data residency requirements under UAE PDPL and Saudi PDPL, vendor lock-in provisions, and the limitation of liability clauses that UAE courts will actually enforce under Civil Code Article 296.
Facility agreements, pledge documentation, intercreditor arrangements, and guarantee structures. Working alongside our banking and finance team, we draft the contractual documentation that underpins lending relationships — with particular attention to the clauses that determine enforcement outcomes when the facility defaults.
C-suite employment agreements, non-compete provisions, severance and golden parachute engineering, and cross-border secondment arrangements. We draft employment contracts that comply with the mandatory provisions of UAE Federal Decree-Law No. 33 of 2021, Saudi Labour Law, and French Code du travail — three regimes that impose fundamentally different obligations on employers.
Governance, deadlock resolution, exit provisions, drag-along and tag-along rights, and valuation mechanisms for cross-border joint ventures and multi-shareholder structures. We engineer shareholder agreements that function under pressure — when partners disagree on strategy, when one partner wants to exit, and when the business needs capital that not all shareholders can provide.
You can specify English governing law in a UAE-based contract, but English-law clauses will not override UAE mandatory provisions that apply regardless of the parties' choice of law. UAE Civil Code Article 390 gives courts discretion to modify liquidated damages to match actual loss, Article 296 voids exclusions of liability for gross negligence, and Article 246 imposes a duty of good faith that cannot be contracted out of. If the contract is disputed in a UAE court, the judge will apply these mandatory provisions regardless of the governing law clause. If the contract routes disputes to DIFC Courts or arbitration, English law has greater effect — but enforcement of any resulting award against UAE onshore assets still passes through the UAE court system.
A pathological arbitration clause is one that is internally contradictory, incomplete, or unenforceable — typically because it names a non-existent institution, specifies contradictory seats, or fails to provide enough information for an arbitration to be constituted. Common examples include 'ICC arbitration in Dubai' without specifying whether Dubai means DIFC or onshore, 'arbitration under DIFC-LCIA rules' (the DIFC-LCIA Centre ceased operations in 2021), or clauses that specify both DIAC and ICC without a mechanism to choose between them. Under Saudi Arbitration Law, a clause that does not specify the institution, seat, and procedural rules may be found unenforceable by Saudi courts, defaulting the dispute to the Saudi court system.
French law permits limitation of liability clauses in B2B contracts, but with significant constraints. Under the reformed Code civil (Article 1231-3), liability for foreseeable damages can be limited by contract. However, a clause that purports to exclude liability entirely for a party's essential obligation (obligation essentielle) is void under the Chronopost doctrine (Cass. com., 22 October 1996). Additionally, gross fault (faute lourde) and intentional fault (dol) cannot be contractually excluded. The practical effect is that French law permits liability caps on direct foreseeable damages but does not permit the broad exclusion of consequential damages that is standard in English-law contracts.
Under UAE Civil Code Article 273, force majeure applies as a matter of law even without a contractual clause — but it requires that the event renders performance impossible, not merely more expensive or difficult. If the event qualifies, the obligation is extinguished. For events that make performance excessively onerous without making it impossible, Article 249 gives the court discretion to reduce the obligation to a reasonable level — but this is a judicial remedy, not an automatic right. Without a contractual force majeure clause, you have no control over which events qualify, how notice is given, or whether you can terminate after a prolonged event. The statutory protection exists but is narrower and less predictable than a properly drafted clause.
It is possible to use a single template as a starting point, but it must be localised for each jurisdiction or the protective clauses will fail where they matter most. Liquidated damages are judicially adjustable in the UAE (Article 390), now codified in Saudi Arabia under the Civil Transactions Law with different treatment, and subject to Qatari Civil Code provisions that differ from both. Non-compete provisions have different maximum durations and enforceability standards in each jurisdiction. Termination rights, notice periods, and remedies all differ under the mandatory provisions of each country's civil code. A single template that has not been localised creates a portfolio of agreements that look uniform but are legally defective in every jurisdiction except the one they were originally drafted for.
We had been using the same English-law template across six GCC jurisdictions for four years. GSDA reviewed the portfolio and identified that our limitation of liability clauses were void under UAE law, our non-competes were unenforceable in Saudi Arabia, and our force majeure provisions did not cover the events we most needed them to cover. The remediation they delivered was worth more than every dispute we avoided because of it.
General Counsel — European Industrial Group, Dubai Regional Office
Insights
The GSDA advantage
We draft contracts to survive disputes, not just to describe deals — every limitation of liability, force majeure, and termination clause is stress-tested against the governing law and enforcement forum where it will actually be contested.
Multi-system legal fluency across French civil law, English common law, UAE Federal law, and Saudi Civil Transactions Law — eliminating the translation risk that arises when a single-jurisdiction firm adapts templates for legal systems it does not practice in.
Integrated with every practice area — our contract drafting sits at the intersection of construction, banking, corporate, employment, and real estate, meaning we understand the commercial context behind every clause, not just the legal mechanics.
Our offices
Our contract drafting & negotiation team operates from offices in France, the Gulf, and North Africa — ensuring local expertise wherever your business needs it.
Saudi Arabia Practice
Five offices across the Kingdom — Riyadh, Jeddah, Dammam, Makkah & Madinah — serving Vision 2030 giga-projects, MISA-licensed foreign investors, and international contractors.
Knowledge hub
Key legal terms for contract drafting & negotiation