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Non-Compete Laws in the UAE Introduction Non-compete clauses are everywhere — tucked inside employment contracts, consultancy agreements, franchise arrangements, and share sale deals. Everyone includes them. Few get them right. In the UAE, courts do not enforce these clauses just because they exist. They scrutinize them, clause by clause. If yours is overbroad, lazy, or recycled, it will not survive. And once tested in court, a weak non-compete can do more harm than good. What the Law Says The legal framework in the UAE is clear on this point — restraint of trade is an exception, not a default right. The party seeking to enforce a non-compete carries the burden of proof. You want to block someone from working? Show the court why. Article 10 of Federal Decree-Law No. 33 of 2021 on the Regulation of Labour Relations permits a post-employment non-compete clause only  if: The employee had access to sensitive information The clause protects a legitimate business interest The restriction is limited  in time, place, and scope Then there’s Cabinet Resolution No. 1 of 2022 , which caps enforceability at two years from the end of employment . That’s not a green light — it’s a ceiling. Courts routinely reduce that period to six months or less unless the employer justifies why more is needed. In Cassation Case No. 196/2016 , the Dubai Court of Cassation dismissed a non-compete clause that was too vague in defining the prohibited activity and excessive in duration. That decision has since become the benchmark for non-compete enforcement in the private sector. Non-compete obligations in the UAE are not limited to employment contracts. They appear just as often in consultancy agreements, franchise arrangements, joint venture term sheets, commercial agency contracts, share purchase agreements, and business sale deals. In each case, the clause aims to prevent one party from using inside knowledge, brand equity, or strategic access to compete against the other. The legal basis shifts slightly depending on context — for commercial relationships, Article 909 of the Civil Transactions Law governs these restrictions. But the test remains consistent: the clause must serve a real business interest, be limited in time and scope, and not overreach. When applied outside employment, non-competes are often tied to the sale of goodwill, transfer of proprietary systems, or exclusivity in distribution — all situations where post-deal competition would undercut the bargain. Whether it's an ex-partner, seller, franchisee, or advisor, the same logic applies: protect what needs protecting, and leave the rest alone. Steps to Comply If you want your non-compete clause to stand up in court — or even prevent litigation — it needs to be drafted with intent. That means every word should do work. Here’s what matters: Narrow the scope . Define the restricted activity in plain terms. Avoid language like “any similar business” — it’s meaningless and unenforceable. Limit the geography . If your company operates in Dubai, you don’t need a blanket restriction across all seven emirates — unless you can show operational overlap. Keep it short . More than 12 months? You better have evidence. Six months is generally acceptable for most roles unless the employee had access to core IP or top-tier clients. Be specific about the risk . Courts want to see that the employee or partner had access to confidential information, client strategies, or pricing mechanisms — and that misuse would result in identifiable harm. Link the clause to the role . A generic clause for all employees, regardless of position, will not be taken seriously. Senior roles need custom drafting. Use Arabic for enforceability . If the contract is bilingual, the Arabic version will prevail in court. Make sure it says exactly what the English says — not just a quick translation. Update on promotion or restructuring . A clause signed years ago in a different role or context won’t automatically bind someone who’s moved up or across departments. Common Mistakes to Avoid Too many businesses rely on boilerplate. It’s the number one reason non-compete clauses fail. Here's what else you need to avoid: Copy-pasting foreign templates . UAE law is unique. What works in London, New York, or Mumbai won’t hold here. Overreaching . Blocking someone from working in the entire industry across the entire UAE for two years is not protecting your business. It’s trying to control theirs. The courts won’t allow it. Failing to prove access . If your claim rests on the employee having trade secrets, be ready to show what they were, how access was given, and how misuse could hurt you. Mixing non-competes with non-disclosure clauses . They serve different purposes. A confidentiality clause is about secrecy. A non-compete is about restraint. Treat them separately. Not revisiting the clause post-termination . When someone exits, especially in a contentious separation, review what applies and document the business rationale for any restrictions you plan to enforce. Ignoring MOHRE involvement . For employees, MOHRE (Ministry of Human Resources and Emiratisation) may get involved before civil courts do. Make sure you’ve followed their procedural rules if the case goes there. How Juris Maestro Can Help We work with both companies and individuals on non-compete matters. But we don’t just draft. We ask hard questions. We stress-test your assumptions. We treat these clauses as potential litigation — because that’s exactly what they become. If you're a business , we can: Audit your existing contracts and flag clauses that won’t hold up Rewrite your non-compete language to align with current UAE court trends Assist with enforcement — including notice letters, settlement offers, and court filings Advise on how to structure client access and internal confidentiality protocols to support future enforcement If you’re an individual , we’ll: Review whether the clause is enforceable — and what your actual risks are Negotiate amendments or removals that let you work without threat Defend you against unfair or excessive enforcement claims

Smarter Equity Sharing for UAE Start-ups Introduction: Rewarding Talent Without Surrendering Control Building a start-up in the UAE is not just about capital—it's about people. Retaining the right team often hinges on offering more than just a pay check. But in a jurisdiction like the UAE, where traditional shareholding structures are tightly regulated, the question arises: how do you offer equity-linked incentives without complicating your ownership or triggering regulatory friction? The answer lies in two forward-looking strategies: Phantom ESOPs  and Holding Company models . Both allow you to link compensation to performance and valuation, but with very different mechanics and implications. Choosing between them isn’t just a legal decision—it’s a strategic one. Understanding the Legal Landscape The UAE doesn’t currently offer a comprehensive legal framework for employee stock options the way some common law jurisdictions do. What that means is: start-ups operating here need to navigate within the existing commercial and civil legal boundaries—and be particularly cautious when structuring anything that looks like a share transfer. At the heart of the issue is this: UAE courts do not generally enforce side agreements that purport to transfer shareholding unless they are reflected in the company’s official documents , such as the Memorandum of Association (MOA) or share register. So if you’re promising shares informally, or through off-the-record arrangements, you're taking a legal and operational risk. That’s where Phantom ESOPs  come in as a smart workaround. Since these do not involve issuing actual shares, but rather promise a cash equivalent  based on valuation or performance milestones, they fall within the scope of contractual entitlements —not corporate governance. This makes them enforceable under UAE contract law, provided they are clearly drafted and well-executed. Phantom ESOPs: Equity-Like Incentives Without Ownership Transfer A Phantom ESOP is essentially a bonus plan, structured to mirror the economic benefits of shareholding without altering the company’s capital structure. Employees don’t receive real shares, nor do they become shareholders. Instead, they are granted units or “phantom shares,” which vest over time or on the achievement of specific milestones. Upon a liquidity event (e.g., company sale, IPO), they receive a cash payout  equivalent to the value of those phantom units. This model works well in the UAE because: It doesn’t require changes to the MOA It avoids the regulatory limitations around share classes It protects the founder’s equity and control Most importantly, it gives employees a meaningful stake in the company’s financial success, without granting governance rights or legal ownership. Holding Companies: Structuring Real Equity Through a Parent Entity For companies preparing for investment rounds or seeking to issue real shares to employees, a holding company model  may be more appropriate. In this structure, a parent entity—often incorporated in a jurisdiction that permits multiple classes of shares  and more flexible governance—is created to own the operating business. Employees can then be issued equity through this holding company, with clearly defined rights, restrictions, and exit terms. Jurisdictions like ADGM, DIFC, and RAK ICC  allow the creation of non-voting or restricted shares , making it easier to separate economic interest from control. However, this model comes with complexity: Additional regulatory compliance Cross-entity legal coordination Investor due diligence on both the holdco and opco If done right, it offers a long-term framework for equity distribution, particularly for companies that plan to scale or exit in the medium term. What Happens on Exit or in a Dispute? One of the most valuable features of a Phantom ESOP is how it plays out during a liquidity event . When the company is sold or acquired, the value of the business is assessed, and phantom shareholders receive a pre-agreed payout based on that valuation. If there’s a dispute over ownership or valuation , phantom holders don’t get involved in governance disputes—they simply exercise their rights under the contract. This makes resolution faster and cleaner than traditional shareholder disagreements. The key is to draft clearly: Define valuation methods Set payout triggers Include dispute resolution clauses (preferably arbitration or UAE court jurisdiction) When structured properly, phantom ESOPs avoid many of the legal bottlenecks that often arise in equity-based conflicts. Are Phantom Shares the Same as Bonuses? Not quite. While both are performance-linked, phantom shares are tied to the growth and valuation of the company , often with vesting periods and long-term incentives. Bonuses, on the other hand, are typically short-term, discretionary, and linked to individual KPIs. Here’s a quick comparison: Feature Phantom ESOPs Employee Bonuses Purpose Long-term value alignment Short-term performance reward Vesting Yes (time or performance-based) Usually not Ownership Rights None None Tax in UAE Not taxable for UAE residents Not taxable for UAE residents Legal Form Contractual entitlement Salary component How Juris Maestro Can Support Your ESOP Journey At Juris Maestro, we help founders structure equity-sharing models that work— legally, commercially, and strategically . Whether you're considering a phantom ESOP to motivate your core team or exploring a holding company setup for international investors, we ensure your framework is sound, scalable, and investor-ready. Our advisory includes: Custom drafting of Phantom ESOP agreements Legal setup of holding companies Review and amendment of MOAs and share structures Guidance on compliance, employment, and dispute planning Conclusion: Equity Sharing Done Right Equity isn’t just about shares—it’s about trust. In the UAE, founders can reward talent without relinquishing control, as long as the structure is thoughtfully designed. Phantom ESOPs offer simplicity and flexibility; holding companies offer robustness and scalability. The right choice depends on your growth stage, regulatory environment, and long-term vision.

Upholding Trust and Transparency in Recruitment In the UAE, the commitment to fairness and accountability is not just a legal promise — it’s a practical reality that is shaping the way employers and recruitment agencies work together. Recent decisive action by the Ministry of Human Resources and Emiratisation (MoHRE)  underscores this commitment and sends a powerful message across the domestic labour market. Fourteen Agencies Sanctioned for Serious Violations In a significant enforcement drive this January, MoHRE took legal and administrative action against 14 domestic worker recruitment agencies  for failing to meet their legal obligations. Investigations revealed 22 violations  under the UAE Domestic Workers Law and its related regulations. Most notably, 20 of these breaches  involved agencies failing to refund recruitment fees to employers within the prescribed two-week period after a domestic worker had been returned or reported absent. An additional 2 violations  were linked to agencies’ disregard for other vital ministry regulations and circulars. A Legal Safeguard That Employers Can Trust The UAE Labour Law is unequivocal in protecting employer interests in such scenarios. Recruitment agencies must refund fees promptly — and if they do not, employers have every right to escalate the matter directly with the Ministry. The law empowers MoHRE to take action on behalf of employers, up to and including the revocation of licences for agencies that persistently disregard their legal duties. This is not mere rhetoric; it is a practical safeguard that restores balance and transparency to a vital service. MOHRE’s Call to Employers: Speak Up Crucially, the Ministry is encouraging employers to be proactive. Employers who face delays or refusals can submit complaints via MoHRE’s digital channels or contact the Labour Claims and Advisory Call Centre on 80084 . Every report is taken seriously and investigated thoroughly — reinforcing the message that no employer should have to absorb unfair losses because of an agency’s failure to comply. A Shared Responsibility for Integrity At the heart of this legal regime lies a shared responsibility. Recruitment agencies must hold up their end by providing qualified workers, operating within the law, and delivering transparent, professional services. Employers, too, have a role in choosing their partners wisely — by ensuring they deal exclusively with licensed agencies  listed on MoHRE’s official website at www.mohre.gov.ae . Avoiding unlicensed recruiters and unverified social media pages protects everyone: the employer, the worker, and the reputation of the UAE’s domestic labour sector. Looking Ahead: Strengthening Confidence in the Market The UAE’s action against these 14 agencies is a clear statement of intent — one that will encourage better practices, sharper compliance, and greater trust across the entire recruitment ecosystem. It’s also a reminder that the law is responsive, evolving, and equipped with the tools to protect those who play by the rules. As legal practitioners and advisors, we welcome these measures. They don’t just enforce the law; they reflect the UAE’s broader commitment to an efficient, fair, and transparent labour market. For employers and reputable agencies alike, this is an opportunity to embrace best practices and build lasting, trustworthy relationships.

Looking for a trusted corporate lawyer in Dubai? Juris Maestro Legal Consultants Best Law Firm in Dubai offers expert legal advice for businesses. Contact Juris Maestro Legal Consultants for Commercial law, corporate law and other legal Solutions in UAE. ABOUT JURIS MAESTRO Your Business Is Not a Pitch Deck. It’s a Legal Reality. Structure - Enforce - Defend - That’s how we build. That’s how we protect. We write agreements that hold — in boardrooms, in courtrooms, under pressure, regulatory reviews, and across jurisdictions. What you sign, how you structure it, and who owns what — these aren’t minor details. They form the foundation of your company. Equity splits, shareholder control, IP rights — miss the fine print, and you’ll pay for it in disputes, exits, and audits With deep experience in advising high-stakes businesses across the UAE, the UK, and India, we’ve seen how legal decisions unfold — not just in documents, but in board meetings, audits, and high-pressure situations where the stakes are real. Whether you’re setting up under DED, ADGM, DIFC, or DMCC, drafting shareholder agreements, hiring under UAE labour law, or managing obligations around ESR, UBO, or AML — we make sure every step is enforceable and commercially aligned. We simplify the complex. Founder exit turning messy? Employment dispute on your desk? We don’t overwhelm you with choices. We tell you what holds — and why. Talk to Us Before You Decide You Build the Future We keep it legally protected and enforceable Together, we lay the legal groundwork for bold ideas to thrive. OUR SERVICES Tailored Legal Solutions for Business Leaders Our counsel goes beyond compliance — it’s a strategic asset designed to keep you competitive, compliant and protected. Comprehensive Legal Consultation We offer expert legal consultations that address your unique challenges, ensuring you have the insights needed to make informed decisions. Strategic Business Insights Our team provides actionable strategies to help your business navigate regulations and achieve sustainable growth. Client-Centric Approach We prioritize your needs, working collaboratively to establish a solid foundation for your future achievements. Building Lasting Partnerships We aim to build strong partnerships with our clients, ensuring mutual growth and success in the legal and business realms. Tailored Legal Documentation We provide customized legal documentation that meets your specific needs and regulatory requirements. Proactive Compliance Management We help you navigate complex regulations to ensure compliance and help you stay ahead in the market.

Review the Privacy Policy of Juris Maestro. Learn how we collect, use, and protect your personal information when using our legal services. PRIVACY POLICY Effective Date: 18th July 2024 Last Updated: 18th July 2024 Juris Maestro ("we," "us," "our") is committed to protecting and respecting your privacy. This Privacy Policy explains how we collect, use, disclose, and safeguard your information when you visit our website www.jurismaestro.com (the "Site") and interact with our services. 1. Information We Collect 1.1 Personal Information We may collect personal information that you provide to us directly, such as: Name Email address Phone number Job title Company name Any other information you choose to provide when contacting us or using our services 1.2 Usage Data We may automatically collect certain information about your use of our Site, including: IP address Browser type and version Operating system Pages visited and time spent on our Site Referring website 1.3 Cookies and Tracking Technologies We use cookies and similar tracking technologies to enhance your experience on our Site. Cookies are small files stored on your device that help us understand how you use our Site. You can manage your cookie preferences through your browser settings. 2. How We Use Your Information We use the information we collect for the following purposes: To provide, maintain, and improve our services To communicate with you, including responding to inquiries and sending updates To analyze usage trends and enhance the functionality of our Site To ensure compliance with legal obligations and protect our rights 3. Data Sharing and Disclosure 3.1 Third-Party Service Providers We may share your information with third-party service providers who perform services on our behalf, such as hosting, data analysis, and customer service. These providers are contractually obligated to protect your information and use it only for the purposes for which it was shared. 3.2 Legal Requirements We may disclose your information if required by law or in response to valid requests by public authorities (e.g., subpoenas or court orders). 3.3 Business Transfers In the event of a merger, acquisition, or sale of assets, we may transfer your information to the acquiring entity. We will notify you of any such change in ownership. 4. Data Security We implement reasonable security measures to protect your information from unauthorized access, use, or disclosure. However, no method of transmission over the internet or electronic storage is completely secure, and we cannot guarantee absolute security. 5. Your Rights Under DIFC regulations, you have the following rights regarding your personal data: Access: You can request access to the personal information we hold about you. Correction: You can request that we correct any inaccurate or incomplete personal information. Deletion: You can request the deletion of your personal information, subject to certain exceptions. Objection: You can object to the processing of your personal information for specific purposes. To exercise these rights, please contact us using the details provided below. 6. Data Retention We retain your personal information for as long as necessary to fulfill the purposes outlined in this Privacy Policy, comply with legal obligations, or resolve disputes. 7. Links to Other Sites Our Site may contain links to third-party websites. We are not responsible for the privacy practices or content of these external sites. Please review the privacy policies of any third-party sites you visit. 8. Changes to This Privacy Policy We may update this Privacy Policy from time to time. Changes will be posted on this page with an updated effective date. We encourage you to review this Privacy Policy periodically to stay informed about our practices. 9. Contact Us If you have any questions or concerns about this Privacy Policy or our data practices, please contact us at: Email: info@jurismaestro.com Phone: +971 56 156 1526

Need legally sound contracts that protect your business? Juris Maestro Legal Consultants specializes in contract drafting & risk mitigation, ensuring airtight agreements that safeguard your interests. Contract Drafting & Risk Mitigation Services Drafting Legally Sound Contracts: Every Clause Matters Contracts are the backbone of every successful business. BA poorly drafted contract can be a ticking time bomb, leading to costly disputes and liabilities. At Juris Maestro Legal Consultants, we don't just draft contracts—we build legal fortresses that safeguard your interests, minimize risks, and ensure compliance with applicable regulations. Why Contract Drafting & Risk Mitigation Matters A handshake is not enough in today’s business world. Contracts define rights, obligations, and protections—yet one ambiguous clause can cost millions. That’s why expert contract drafting and risk mitigation is crucial. The Role of Juris Maestro Legal Consultants in Contract Drafting – Precision, Protection & Compliance At Juris Maestro Legal Consultants, we: ✅ Identify legal loopholes before they turn into liabilities. ✅ Tailor contracts to your industry, operations, and risk appetite. ✅ Future-proof agreements to withstand legal scrutiny. A well-drafted contract is meaningless if it doesn’t mitigate risks effectively. Our risk mitigation strategies include: 🛡️ Legal Compliance Review – Ensuring all agreements comply with local and international regulatory frameworks. 🛡️ Liability & Indemnity Protections – Limiting liability and maximizing legal protection. 🛡️ Dispute Resolution Clauses – Drafting robust arbitration and mediation clauses to prevent costly litigation. 🛡️ Due Diligence & Contract Audits – Reviewing existing agreements to detect vulnerabilities. Why Choose Juris Maestro Legal Consultants? industry -specific knowledge From tech start-ups to multinational corporations, we tailor contracts to your business landscape. risk management We go beyond drafting to ensure your contracts are bulletproof against future disputes. Global Reach Local Expertise Whether in Dubai, the UK, or internationally, we ensure your contracts meet jurisdictional requirements. Secure Your Business with Expert Contract Drafting & Risk Mitigation Don’t leave your contracts to chance. A single vague clause can cost you everything. Whether you're drafting a new contract or need a risk assessment of existing agreements, Juris Maestro Legal Consultants ensures legal security, compliance, and strategic protection. Contact Juris Maestro Legal Consultants today to schedule a consultation and take the first step toward strategic business growth. Let Juris Maestro Legal Consultants be your trusted partner in Contract Drafting & Risk Mitigation.