Contract drafting and contract templates: pillars, key clauses and a contract structure

What is a contract, and what is contract drafting?

A contract is an agreement that creates obligations between its parties, and contract drafting turns what the parties agreed into clear written clauses that can carry only one meaning. A good contract answers: who the parties are, what each must do, when, for how much, and what happens if one of them fails to perform.

The pillars of a contract in the Civil Transactions Law

Under the Civil Transactions Law, a contract rests on the consent of its parties, a subject matter that is possible and determined or determinable, and a lawful cause. If one of these fails, the contract's validity is affected, however well it is worded.

• Consent: a matching offer and acceptance from two parties with capacity to contract
• Subject matter: what each party undertakes, possible and determined or determinable
• Cause: a lawful purpose for contracting

• The Civil Transactions Law on the Bureau of Experts platform (opens in a new tab)

The key clauses of any contract template

Contracts differ in subject, but most need the same clauses: the parties, recitals, definitions, subject, consideration, term, obligations, breach, termination, force majeure, confidentiality, dispute resolution, and copies and signature.

Notes on common contract templates

Each type of contract needs particular care in drafting. These are the main points in the contracts whose templates are searched for most, and they add to the key clauses rather than replace them.

• Sale contract: a description that identifies what is sold, the price, the time and place of delivery, and the transfer of ownership and risk.
• Supply contract: quantities and specifications, the delivery schedule, inspection and acceptance, and how shortfalls or defects are handled.
• Services and maintenance contract: the scope of the service, the expected level of performance, response times, and what the service excludes.
• Construction contract: specifications and drawings, the term and penalties, payments tied to progress, and the warranty after handover.
• Partnership contract: the partners' shares and contributions, management, and how profits and losses are shared. If the aim is to form a company, see articles of association.
• Commercial lease: leases are documented through the Ejar platform, so check its requirements.
• Settlement contract: the disputed right, what each party gives up, and the settlement's effect on any pending case.
• Non-disclosure agreement: a definition of confidential information, the exceptions, the term of the obligation, and returning or destroying the information.

• Articles of association

Sample structure

Sample structure of a two-party agreement

Headings and blank fields in square brackets that work as a base for most contracts. This structure is not a finished contract, nor a Word or PDF file, and it does not replace a lawyer's review.

Before you file or sign

Common mistakes

• Terms used with different meanings because the contract has no definitions clause.
• Signature by an employee who may not sign for the company under its articles of association or a valid authorisation.
• A vague price or delivery date, such as "as soon as possible".
• No dispute resolution clause, so the parties later disagree on the competent forum.
• Arabic and English versions that differ, with no prevailing text stated.

FAQ

Frequently asked questions

Official sources

• Civil Transactions Law, Bureau of Experts at the Council of Ministers (opens in a new tab)
• Companies Law, Bureau of Experts at the Council of Ministers (opens in a new tab)