Introducer Agreement (UAE)

An Introducer Agreement in the United Arab Emirates is a commercial contract under which a company appoints an introducer to identify and introduce potential clients to the company for a fee payable when those introduced clients enter into an engagement. The introducer's role is strictly limited to making introductions: the introducer has no authority to negotiate terms, sign contracts, accept orders, or otherwise act on behalf of the company. All negotiations and agreements are conducted directly between the company and the introduced client. The arrangement is governed by the UAE Civil Code (Federal Law No. 5 of 1985) and the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022).

An introducer agreement is commonly used in professional services — investment advisory, corporate finance, real estate brokerage, legal services, and management consulting — where the company's business development depends on personal relationships and networks rather than active sales campaigns. The introducer leverages its network to open doors that the company's own team could not easily access, and earns a fee when those introductions result in business.

The DIFC (Dubai International Financial Centre) and the ADGM (Abu Dhabi Global Market) are important contexts for introducer agreements in the UAE's financial and professional services sector. Both free zones maintain independent common-law legal systems — the DIFC Courts and the ADGM Courts — and regulated activities in each zone, including introductions that constitute financial promotion or advisory services, require authorisation from the DFSA (Dubai Financial Services Authority) or the FSRA (Financial Services Regulatory Authority) respectively. An unregulated introducer in the DIFC or ADGM who makes introductions in connection with regulated financial activities may be acting without the required authorisation, which is a serious regulatory risk.

Key commercial terms include the services for which introductions are accepted, the target market or client profile, the introducer fee (typically a percentage of revenue from the introduced client), the tail period (the period during which an introduced client must engage the company for the fee to be payable), and the exclusions (clients already known to the company, earlier introductions by another party). The Personal Data Protection Law (Federal Decree-Law No. 45 of 2021), administered by the UAE Data Office, applies to personal data of introduced clients. VAT at 5% under the VAT Law (Federal Decree-Law No. 8 of 2017), administered by the Federal Tax Authority (FTA), applies to introducer fees where the introducer is VAT-registered.

An Introducer Agreement in the United Arab Emirates is needed whenever a company wishes to formalise an arrangement with a person or entity who will introduce potential clients from their personal or professional network, with a fee payable on a success basis. Without a formal agreement, disputes about whether a fee is owed, which introductions qualify, and how the fee is calculated are common.

Professional services firms in the UAE use introducer agreements extensively. An investment advisory business in DIFC that relies on high-net-worth individuals and family offices referred by trusted intermediaries needs an introducer agreement to document the fee arrangement, the tail period, and the anti-bribery undertakings. A management consultant that works through a network of senior contacts at UAE and GCC companies needs an introducer agreement to ensure fees are paid when introductions convert to mandates.

Corporate finance and M&A advisory is one of the highest-value contexts for introducer agreements in the UAE. Introducing a buyer or investor to a transaction can generate a fee of several percent of the deal value, and the agreement must define precisely what introduction is required, when the fee is triggered, and how it is calculated relative to the company's success fee from its client.

Real estate brokerage firms in the UAE use introducer agreements with individuals who refer property buyers, sellers, or tenants. The Dubai Land Department (DLD) and the Real Estate Regulatory Authority (RERA) regulate real estate brokerage activity, and any introducer who is effectively acting as a broker may need a RERA licence.

Startups in the UAE increasingly use introducer arrangements with advisors, angels, and mentors who open doors to investors, corporate partners, or key customers. Documenting the fee in an introducer agreement prevents misunderstandings and is essential where the fee could be significant relative to the company's fundraising or revenue.

A UAE Introducer Agreement consistent with the UAE Civil Code (Federal Law No. 5 of 1985) and the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022) must address the following elements. The forms-legal.com UAE introducer agreement template covers each component in a format used by the DIFC Courts, the Dubai Courts, and the Abu Dhabi Judicial Department.

Party identification must record the full legal name, address, and trade licence number of both parties. Where the introducer is a regulated person in the DIFC or ADGM, any applicable regulatory authorisation reference should also be noted.

Scope of introductions must define the company's products or services for which introductions are accepted. Clear scope prevents disputes about whether an introduction for a service outside the defined scope entitles the introducer to a fee.

Target market or client profile should define the type of client the introducer is authorised to refer — industry, size, geography, or investment profile — to help both parties focus efforts and avoid misunderstandings about which introductions qualify.

Authority limits must state clearly that the introducer has no authority to negotiate, agree terms, sign contracts, or bind the company in any way. The company has complete discretion whether to engage any introduced client.

Introducer fee must state the percentage or amount, the basis (fee from the introduced client), the timing of payment (after the company receives fees from the introduced client), and the procedure for calculating and verifying the amount. VAT at 5% under the VAT Law (Federal Decree-Law No. 8 of 2017) applies where the introducer is VAT-registered with the Federal Tax Authority (FTA).

Tail period must state the period during which an introduced client must engage the company for the fee to be payable. A tail period of 6 to 12 months is common. The agreement should state when the tail period runs from — typically from the date of the written introduction.

Exclusions must list circumstances where no fee is payable: clients already in the company's CRM, earlier introductions by another party, or clients that approach the company without the introducer's involvement.

Anti-bribery and anti-corruption provisions must require the introducer to comply with UAE anti-corruption law and not to offer or receive improper payments to or from introduced clients or third parties.

Confidentiality and data protection must address the use of introduced clients' personal data under the Personal Data Protection Law (Federal Decree-Law No. 45 of 2021) and the confidentiality of the company's terms and business information.

Completing an Introducer Agreement for the United Arab Emirates requires careful attention to the fee structure and the regulatory context, particularly where the parties operate in or around the DIFC or ADGM. Follow these steps.

First, confirm whether regulatory authorisation is required. If the company's services are regulated financial activities under DIFC or ADGM rules, the introducer may need DFSA or FSRA authorisation before making introductions. Take qualified UAE legal or regulatory advice before proceeding.

Enter company details: full legal name and UAE address. If the company is a DIFC or ADGM entity, include the relevant jurisdiction.

Enter introducer details: full legal name, trade licence number or relevant regulatory authorisation, and address.

Enter the agreement date in DD/MM/YYYY format.

Describe the company's products or services for which introductions are accepted. Be specific — vague descriptions lead to disputes about whether a particular introduction is in scope.

Describe the target market or client profile: industry, size, geography, or other characteristics. This helps the introducer identify suitable introductions and prevents disputes about non-qualifying introductions.

Set the introducer fee: state the percentage of the company's fees from the introduced client, the events that trigger payment, and the timing. Where the introducer is VAT-registered under the VAT Law (Federal Decree-Law No. 8 of 2017), the fee is subject to VAT at 5% and a valid Federal Tax Authority (FTA) tax invoice is required.

State the tail period: the period during which an introduced client must engage the company for the fee to be payable. State clearly when the tail period starts — typically from the date of the written introduction referral.

State the exclusions: which clients are excluded from the fee entitlement because they were already known to the company or introduced by another party.

Select the governing court: the DIFC Courts, the Dubai Courts, the Abu Dhabi Judicial Department, or the ADGM Courts depending on the jurisdictional context.

Sign the agreement. Electronic signatures are valid under the Electronic Transactions and Trust Services Law (Federal Decree-Law No. 46 of 2021). Download as PDF or Word and retain signed copies.

An Introducer Agreement in the United Arab Emirates is governed by the UAE Civil Code (Federal Law No. 5 of 1985) for the contractual obligations and the Commercial Transactions Law (Federal Decree-Law No. 50 of 2022) for commercial conduct. The Commercial Agencies Law (Federal Law No. 3 of 2022) does not apply to a pure introduction arrangement where the introducer makes introductions only and has no authority to act on behalf of the company.

Regulatory considerations are critical in the DIFC and ADGM contexts. The DIFC, regulated by the Dubai Financial Services Authority (DFSA), and the ADGM, regulated by the Financial Services Regulatory Authority (FSRA), both impose regulatory requirements on persons who carry out regulated activities, including arranging deals in investments and providing introductions in connection with financial services. An introducer who makes introductions in connection with regulated investment products, financial advisory services, or credit facilities in or from the DIFC or ADGM may require authorisation from the DFSA or FSRA. Acting without authorisation is a criminal offence and can result in prosecution, fines, and disgorgement of fees. Parties operating in these jurisdictions must take qualified regulatory advice before entering into an introducer arrangement.

For mainland UAE activities, the introducer must hold an appropriate trade licence from the relevant Department of Economic Development or a UAE free zone authority covering the activity being performed. Real estate introductions in Dubai may require a RERA broker licence from the Real Estate Regulatory Authority at the Dubai Land Department (DLD).

Introducer fees are subject to VAT at 5% under the VAT Law (Federal Decree-Law No. 8 of 2017), administered by the Federal Tax Authority (FTA), where the introducer is VAT-registered. The introducer must issue valid tax invoices complying with FTA requirements. Anti-bribery obligations apply under Cabinet Decision No. 15 of 2012 on the Federal Anti-Corruption Law. Personal data of introduced clients is protected under the Personal Data Protection Law (Federal Decree-Law No. 45 of 2021). Electronic execution is valid under the Electronic Transactions and Trust Services Law (Federal Decree-Law No. 46 of 2021).

An Introducer Agreement in the UAE is deceptively simple to draft but frequently leads to disputes. These are the most common mistakes.

1. No written referral process. An introducer agreement that does not require introductions to be submitted in writing through a defined process makes it impossible to establish which introductions qualify for a fee. Verbal introductions at networking events are notoriously hard to prove. Require written referrals.

2. Undefined tail period. Without a stated tail period, disputes arise about whether a fee is owed for an introduced client who engages the company several months after the introduction. State the tail period explicitly — typically 6 to 12 months from the date of the written referral.

3. No exclusion for pre-existing clients. If the company already knows a potential client, the introducer should not be entitled to a fee for introducing that person. The agreement must exclude clients already in the company's CRM or otherwise known to it before the introduction.

4. Missing authority limits. An introducer who represents the company's fees, services, or terms to a potential client without authority can create misunderstandings and potential liability. State clearly that the introducer has no authority to negotiate, quote prices, or bind the company.

5. Ignoring regulatory requirements. In the DIFC and ADGM, introductions in connection with regulated financial services require authorisation from the DFSA or FSRA respectively. Entering an introducer arrangement without checking the regulatory position can result in a criminal offence.

6. No VAT clause. Introducer fees are subject to VAT at 5% under the VAT Law (Federal Decree-Law No. 8 of 2017) where the introducer is VAT-registered. Failing to address VAT leaves the parties uncertain about whether fees are inclusive or exclusive of VAT.

7. No anti-bribery provisions. An introducer who receives improper payments from introduced clients in exchange for directing business creates serious legal risk for the company. The agreement should require the introducer to comply with UAE anti-corruption law and prohibit corrupt conduct.