Employment & Team generatorUAE · DIFC
Consultancy Agreement (DIFC)
An independent consultancy agreement under DIFC law, structured so the consultant stays outside employment, with no gratuity/DEWS, an IP assignment, and DIFC Courts jurisdiction.
What is a Consultancy Agreement?
A Consultancy Agreement (DIFC) engages an independent consultant under DIFC law and is structured so the consultant stays outside employment, with no gratuity/DEWS, an IP assignment, and DIFC Courts jurisdiction.
Built for a DIFC company engaging an independent consultant or consultancy firm for services and wanting a true B2B contractor relationship rather than disguised employment that triggers DIFC Employment Law obligations.
Consultancy Agreement template, current for 2026
Independent-contractor status is framed against DIFC Employment Law No. 2 of 2019 to avoid deemed employment, IP is assigned under DIFC law, and DP Law processor terms apply where personal data is handled.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Consultancy Agreement live as you answer. A licensed Hart David Carson attorney can then review it before you sign and coordinates sign-off by locally admitted counsel where the governing law requires it. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Who is the Client engaging the consultant? The DIFC-based company or entity commissioning the services. Its correct legal name, registration number and registered address anchor the whole agreement.
- What is the Client's DIFC registration number? (optional) The Client's DIFC Registrar of Companies number identifies the contracting entity precisely and avoids ambiguity in the DIFC Courts.
- Is the Consultant an individual or a company? This changes the independence analysis. An individual contracting personally carries the highest risk of being re-characterised as an employee; a corporate consultant is cleaner. We adjust the drafting either way.
- Who is the Consultant? The full legal name and address of the consultant (or consulting entity) providing the services. This is the counterparty to the agreement.
- What is the Consultant's entity registration or trade-licence number? (optional) For a corporate consultant, its commercial registration or trade-licence number. This confirms the counterparty runs its own registered business, reinforcing independent-contractor status. Leave blank for an individual with no entity.
- If the Consultant is a company, who is the named individual who will actually perform the work? Naming the key person lets the Client insist on that person while keeping substitution rights that reinforce independent-contractor status.
- What is the effective date of this Agreement? The date the contract's terms take legal effect and from which obligations run.
- When do the Services begin? The commencement date for the actual work, which may differ from the signing/effective date.
- What is the structure of the engagement term? A fixed term with a clear end, or a rolling term until terminated. Both are compatible with independence; open-ended full-time indefinite arrangements read more like employment, so we keep termination rights generous.
- What is the fixed end date of the term? The date the engagement automatically expires unless renewed.
- Should a fixed term auto-renew? Auto-renewal is convenient but can look like ongoing employment; if used, we pair it with easy non-renewal notice.
- Describe the Services / scope of work. A precise, results-oriented scope. Framing the work around deliverables and outcomes (not hours worked or a role in the org) is central to keeping the consultant outside employment.
- List the specific deliverables and any milestones or deadlines. Concrete deliverables make the relationship outcome-based rather than time-based, and give both sides clear acceptance criteria.
- What performance standard applies to the Services? Sets the quality bar the Consultant must meet: reasonable skill and care is standard for advisory work.
- May the Consultant work for others during the engagement? Freedom to serve other clients is one of the strongest indicators of genuine independence. We recommend keeping this open, subject only to a conflicts carve-out.
- Confirm the Consultant controls how, when and where the work is done. Control over the manner and means of work (own hours, own place, own methods) is the core legal test separating a contractor from an employee. This clause is deliberately explicit.
- Where is the Consultant expected to perform the Services? On-site presence at the Client's premises is an employment indicator; remote or hybrid working supports independence. We frame any required attendance as project-specific so it does not tip into deemed employment.
- May the Consultant use its own staff or substitutes to perform the work? A genuine right of substitution/subcontracting strongly rebuts employment. If the Client wants a named individual, we allow substitution with consent so the indicator is preserved.
- How is the Consultant paid? Fee structure matters. A fixed project fee or an invoiced day or hourly rate reads as a commercial arrangement, whereas a fixed monthly salary-like retainer on its own can look like pay. Retainers are fine when clearly invoiced.
- What is the fee amount (in the applicable rate/period)? The headline figure (the fixed fee, the retainer per month, or the day/hourly rate) before any expenses or tax. Enter the number only; the currency code is added automatically.
- In what currency are fees payable? DIFC contracts are commonly denominated in USD or AED; pick the billing currency.
- Specify the currency code. The billing currency code if not USD or AED (e.g. GBP, EUR). It is printed once before each amount.
- Is there a total cap on fees for the engagement? (optional) A cap gives the Client budget certainty on day/hourly/milestone arrangements. Enter the number only. Leave blank for no cap.
- How often will the Consultant invoice? Sets the billing cadence. Invoicing (rather than a payroll run) is itself an independence marker.
- Within how many days must the Client pay a valid invoice? The payment window (e.g. 14 or 30 days). Standard commercial credit terms reinforce that this is a supplier relationship.
- How is UAE VAT handled? UAE VAT (currently 5%) applies to most services. Stating that fees are exclusive of VAT, and that the Consultant is responsible for its own VAT registration/charging, keeps the tax treatment clean and consultant-side.
- What is the Consultant's UAE corporate-tax status? UAE corporate tax (Federal Decree-Law No. 47 of 2022) applies to most businesses above the threshold. Recording the Consultant's status keeps the tax responsibility on the Consultant and out of any payroll-style deduction, which supports non-employment.
- Are expenses reimbursed? Says whether the Client covers pre-approved out-of-pocket costs. Requiring prior approval and receipts keeps expenses commercial rather than employment-style perks.
- Who provides the tools and equipment for the work? A contractor typically uses its own equipment. This is another independence factor; where the Client must give access (systems, premises), we frame it as limited and for the project only.
- On what basis is the Consultant authorised to work in the UAE? The Consultant, not the Client, must carry valid UAE work authorisation. Recording the basis lets us set the right covenant and confirm the Client is not sponsoring an employment visa.
- How should intellectual property in the work product be handled? For most engagements the Client wants to own the deliverables. We draft a present assignment of all IP created under the engagement, with a licence-back only if you prefer the Consultant retain background IP.
- Include a waiver of moral rights? Lets the Client exploit the work fully. Standard where IP is assigned. General further-assurance cooperation is covered by a standalone clause that applies whatever you answer here.
- For how many years after termination should confidentiality survive? How long the Consultant must keep the Client's confidential information secret after the engagement ends (trade secrets survive indefinitely regardless).
- Will the Consultant process personal data on the Client's behalf? If so, we add DIFC Data Protection Law 2020 obligations (processing on instructions, security, breach notice, sub-processor controls). Skip if no personal data is involved.
- Include a non-solicitation restriction? Protects the Client's staff and/or clients from being poached. Restraints must be reasonable in scope and duration to be enforceable; we keep it targeted rather than a broad non-compete.
- For how many months after termination should the non-solicitation last? The restricted period. Keep it modest (commonly 6 to 12 months) so it is reasonable and enforceable.
- How many days' notice may either party give to terminate for convenience? A mutual right to walk away on notice is itself an independence marker. Set the notice window (e.g. 30 days).
- How should the Consultant's liability be capped? Limits the Consultant's financial exposure for claims, with the usual carve-outs (fraud, IP infringement, confidentiality breach). A fees-based cap is market standard.
- What is the fixed liability cap amount? The maximum aggregate liability figure. Enter the number only; the currency code is added automatically.
- Must the Consultant carry insurance? Requiring the Consultant to maintain its own professional indemnity cover reinforces that it runs its own business and bears its own risk.
- What minimum professional indemnity cover is required? The minimum per-claim / aggregate cover the Consultant must hold. Enter the number only; the currency code is added automatically.
- How should disputes be resolved? The engagement is structured for the DIFC Courts. You may instead prefer DIFC-seated arbitration. Either keeps the matter in the DIFC common-law system and out of onshore UAE labour tribunals.
- Require good-faith negotiation before formal proceedings? An escalation step (senior representatives meet within a set period) can resolve disputes cheaply before litigation/arbitration.
- What email address should receive notices for the Client? The contractual address for formal notices to the Client.
- What email address should receive notices for the Consultant? The contractual address for formal notices to the Consultant.
- Who signs for the Client (name)? The authorised signatory's full name for the Client's signature block.
- What is the Client signatory's title? Their role/authority (e.g. Director, Authorised Signatory).
- Who signs for the Consultant (name)? The Consultant's name, or the authorised signatory of the consulting entity.
- What is the Consultant signatory's title? (if a company) The signing person's role for a corporate consultant. Leave blank for an individual.
Frequently asked
About the Consultancy Agreement and how HDAi works.
What is a Consultancy Agreement (DIFC)? +
A Consultancy Agreement (DIFC) engages an independent consultant under DIFC law and is structured so the consultant stays outside employment, with no gratuity/DEWS, an IP assignment, and DIFC Courts jurisdiction. A DIFC company uses it to engage an independent consultant or consultancy firm for services on a true B2B contractor basis, because disguised employment triggers DIFC Employment Law obligations.
Is HDAi's Consultancy Agreement (DIFC) legally binding? +
The Consultancy Agreement (DIFC) HDAi generates becomes binding once it is completed, reviewed, and properly signed. You can route the draft to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because the agreement is governed by DIFC law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Consultancy Agreement (DIFC)? +
You can generate and download the Consultancy Agreement (DIFC) in minutes at no charge. If you want it finished, a licensed Hart David Carson attorney reviews the independence markers, the fee terms, and the IP assignment with you and coordinates with locally admitted DIFC counsel where the agreement needs it.
What makes this Consultancy Agreement (DIFC) current for 2026? +
Independent-contractor status is framed against DIFC Employment Law No. 2 of 2019 to avoid deemed employment, IP is assigned under DIFC law, and DP Law processor terms apply where personal data is handled.
How long does the Consultancy Agreement (DIFC) take? +
Estimated time about 25 min (49 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Consultancy Agreement (DIFC) work in the DIFC? +
Yes. This version is drafted for DIFC law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
Related documents
More in Employment & Team.
Independent Contractor Agreement→At-Will Offer Letter (Employee)→Confidential Information & Invention Assignment Agreement (Employee)→Independent Contractor / Consulting Agreement (with ABC-Test Guidance)→Advisor Agreement (FAST-Style, with Equity Vesting)→Internship Agreement (Paid / Unpaid with Compliance Guardrails)→
Employment & Team
Related generators
Employment Agreement / Offer Letter (DIFC) · Advisor Agreement (DIFC) · Advisor Agreement (Singapore) · Consultancy Agreement (Singapore) · All 124 →