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The Retainer Fee Agreement is essential for establishing long-term professional service relationships in the UAE market. It is commonly used when a client requires regular access to professional services and wishes to secure priority attention from the service provider. This document, governed by UAE law, typically includes detailed provisions about service scope, payment terms, performance standards, and mutual obligations. The agreement must comply with UAE Federal Law No. 5 of 1985 (Civil Code) and relevant emirate-specific regulations governing professional services. It's particularly important in professional sectors where ongoing support is needed, such as legal services, consulting, or business advisory. The document provides security for both parties by clearly defining the service relationship, payment structure, and delivery expectations.

1. Parties: Identification of the service provider and client, including full legal names, addresses, and registration details

2. Background: Context of the agreement and brief description of the parties' intention to enter into a retainer arrangement

3. Definitions: Key terms used throughout the agreement, including 'Services', 'Retainer Fee', 'Term', etc.

4. Appointment: Formal appointment of the service provider and acceptance of the appointment

5. Term and Renewal: Duration of the agreement and provisions for renewal or extension

6. Scope of Services: Detailed description of the services to be provided under the retainer arrangement

7. Retainer Fee and Payment Terms: Fee structure, payment schedule, invoicing requirements, and payment methods

8. Service Provider's Obligations: Key responsibilities and commitments of the service provider

9. Client's Obligations: Key responsibilities and commitments of the client

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Intellectual Property: Ownership and rights related to work products and pre-existing IP

12. Termination: Circumstances and procedures for ending the agreement

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability