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Master Transfer Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Master Transfer Agreement

I need a Master Transfer Agreement governed by UAE law for transferring a portfolio of tech assets from our Dubai mainland company to our ADGM subsidiary, with completion planned for March 2025 and including specific provisions for software licenses and data protection compliance.

Document background
The Master Transfer Agreement serves as the primary legal framework for complex asset or business transfers in the UAE. It is particularly utilized in scenarios involving large-scale transfers of assets, business divisions, or portfolios of rights and obligations. The agreement must comply with UAE Federal Laws, including the Civil Code and Commercial Transactions Law, and may need to address both mainland UAE and free zone requirements. This document type is essential for structuring transactions that require detailed transfer mechanics, regulatory approvals, and specific completion requirements. The Master Transfer Agreement typically includes comprehensive provisions for warranties, indemnities, and both pre- and post-completion obligations, making it suitable for sophisticated commercial transactions in the UAE's dynamic business environment.
Suggested Sections

1. Parties: Identification of transferor and transferee with full legal names and addresses as required under UAE law

2. Background: Context of the transfer arrangement, relationship between parties, and purpose of the agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules

4. Transfer and Consideration: Core transfer provisions, transfer mechanics, and consideration details

5. Conditions Precedent: Prerequisites that must be satisfied before the transfer becomes effective

6. Completion: Process and requirements for completing the transfer, including timing and mechanics

7. Representations and Warranties: Standard and specific warranties from both parties regarding the transfer

8. Pre-Completion Obligations: Obligations of both parties before completion of the transfer

9. Post-Completion Obligations: Continuing obligations after the transfer is completed

10. Liability and Indemnities: Allocation of risks and indemnification provisions

11. Confidentiality: Protection of confidential information and trade secrets

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.

Optional Sections

1. Regulatory Compliance: Required when transfer involves regulated assets or requires regulatory approvals

2. Tax Provisions: Detailed tax treatment when transfer has significant tax implications

3. Employee Matters: Required when transfer involves employment relationships or staff transfers

4. Intellectual Property: Specific provisions for transfers involving IP rights

5. Data Protection: Required when transfer involves personal data or database rights

6. Anti-corruption Compliance: Required for high-value transfers or government-related transactions

7. Force Majeure: Optional but recommended for long-term transfer arrangements

8. Transitional Services: Required when ongoing support is needed post-transfer

Suggested Schedules

1. Schedule 1 - Transferred Assets: Detailed list and description of all assets being transferred

2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer

3. Schedule 3 - Completion Requirements: Detailed checklist of completion deliverables and requirements

4. Schedule 4 - Form of Transfer Documents: Templates of subsidiary transfer documents required

5. Schedule 5 - Warranties: Detailed warranties specific to the transferred assets

6. Schedule 6 - Encumbrances: List of existing encumbrances on transferred assets

7. Schedule 7 - Required Consents: List of third-party and regulatory consents required

8. Appendix A - Power of Attorney: Form of power of attorney if required for transfer execution

9. Appendix B - Notice of Transfer: Template notices to be sent to relevant third parties

Authors

Alex Denne

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

Relevant legal definitions
























































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Relevant Industries

Financial Services

Real Estate

Manufacturing

Technology

Energy and Resources

Healthcare

Retail and Consumer

Transportation and Logistics

Telecommunications

Professional Services

Construction and Infrastructure

Hospitality and Tourism

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Development

Operations

Business Development

Project Management

Due Diligence

Integration

Treasury

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Transaction Manager

Compliance Officer

Risk Manager

Business Development Director

Integration Manager

Asset Manager

Company Secretary

Finance Director

Operations Director

Project Manager

Due Diligence 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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