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Contract Transfer Agreement

Contract Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Contract Transfer Agreement

I need a Contract Transfer Agreement to transfer our UAE maintenance services contract from our current subsidiary to our new operating company, with the transfer to take effect from March 1, 2025, ensuring all existing service levels and client relationships are maintained.

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Document background
The Contract Transfer Agreement is a vital legal instrument used in the United Arab Emirates when one party to an existing contract needs to transfer its rights and obligations to a new party. This typically occurs during corporate restructuring, business sales, or strategic realignments. The agreement must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and related commercial regulations, particularly regarding the assignment of rights and novation of obligations. It requires careful drafting to address various aspects including the scope of transfer, effective date, warranties, indemnities, and ongoing liabilities. The document is especially crucial in ensuring a smooth transition while protecting all parties' interests and maintaining legal compliance within the UAE's legal framework.
Suggested Sections

1. Parties: Identifies the Transferor (original party), Transferee (new party), and Other Contract Party (remaining original party)

2. Background: Details of the original contract, reason for transfer, and confirmation of parties' agreement to the transfer

3. Definitions: Defines key terms including Original Contract, Transfer Date, Liabilities, Rights and Obligations

4. Transfer: Core provision detailing the transfer of rights and obligations from Transferor to Transferee

5. Effective Date: Specifies when the transfer becomes effective and any conditions precedent

6. Consideration: Details of any payment or consideration for the transfer

7. Representations and Warranties: Standard warranties from all parties regarding authority, capacity, and validity

8. Other Party's Consent: Express consent of the Other Contract Party to the transfer

9. Release of Transferor: Terms of release of the Transferor from future obligations

10. Governing Law and Jurisdiction: Confirms UAE law as governing law and specifies jurisdiction for disputes

Optional Sections

1. Retained Liabilities: Used when certain liabilities are to remain with the Transferor

2. Security Arrangements: Required when existing security needs to be addressed or new security is being provided

3. Tax Provisions: Needed when transfer has tax implications that need to be allocated between parties

4. Intellectual Property: Include when the transfer involves IP rights or licenses

5. Confidentiality: Optional section for additional confidentiality obligations beyond the original contract

6. Third Party Rights: Include when transfer affects rights of third parties not direct parties to the agreement

7. Further Assurance: Optional clause requiring parties to take additional steps to perfect the transfer

8. Costs: Include when there's a need to specify how transfer-related costs are allocated

Suggested Schedules

1. Original Contract: Copy of the contract being transferred

2. Rights and Obligations: Detailed list of specific rights and obligations being transferred

3. Retained Rights and Obligations: List of any rights or obligations not included in the transfer

4. Outstanding Payments: Schedule of any outstanding payments or financial obligations

5. Related Agreements: List of any related agreements affected by the transfer

6. Required Consents: List of third-party consents required for the transfer

7. Transfer Documents: Forms or notices required to effect the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


































Clauses






























Relevant Industries

Banking and Financial Services

Real Estate and Construction

Manufacturing

Energy and Utilities

Technology and Telecommunications

Healthcare

Retail and Consumer Goods

Transportation and Logistics

Professional Services

Education

Hospitality and Tourism

Relevant Teams

Legal

Compliance

Commercial

Corporate Affairs

Risk Management

Operations

Business Development

Mergers & Acquisitions

Finance

Company Secretariat

Relevant Roles

Legal Counsel

Contract Manager

Corporate Lawyer

Commercial Director

Chief Legal Officer

Business Development Manager

Compliance Officer

Risk Manager

Company Secretary

General Counsel

Operations Director

Project Manager

Mergers & Acquisitions Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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