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Five contract clauses every UAE startup founder must master

The UAE offers incredible opportunities for startup founders, but one poorly drafted clause or contract can waste years of dedicated hard work

Ahmed Elnaggar
Ahmed Elnaggar

01 October, 2025

Five contract clauses every UAE startup founder must master
Ahmed Elnaggar, founder and managing partner of Elnaggar & Partners/Image: Supplied

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The UAE has become one of the world’s top destinations for startup founders and investors, thanks to welcoming policies, strong regulations, and global market access. But alongside the opportunities, many first-time entrepreneurs face seasoned investors who know exactly how to structure deals in their favour

As founder and managing partner of Elnaggar & Partners for Legal Consultation and Corporate Services, and having established the Emirates Legal Network Association, I witness this dynamic daily across the UAE’s thriving startup ecosystem. Too many founders rush into agreements, whether shareholder contracts, employment deals, convertible notes, or acquisition agreements, without fully understanding the legal implications hidden in complex clauses.

Whether you’re signing a shareholder agreement, an employment contract, a convertible note, or an acquisition deal, here are five critical clauses every startup founder must master before putting pen to paper or as we all do now, clicking that electronic signature button.

1. Your exit strategy: Plan your exit route before you need it

Every business relationship begins with a promise, just like the first bite of a meal. Startup founders often focus on opportunities but rarely ask: what happens when it ends?

A weak exit clause can trap you in a bad deal, force a loss-making sale, or even drag you into legal disputes. In the UAE’s fast-moving startup scene, this is far from hypothetical.

In Mergers and Acquisitions, exit terms decide if you leave rewarded or regretful. Drag-along rights, tag-along rights, and put/call options determine who controls the process and on what terms. If these terms are unfamiliar, it’s time to seek guidance.

The golden rule: You have to know your exit from day one. As Ahmed Tarek said on Shark Tank Egypt: “You don’t have to exercise it, but you must have it.” Define how partnerships end, how disputes are managed, how shares can be sold, and what happens if investors cash out before you do.

2. Valuation and dilution: When your ownership evaporates

Seasoned investors often structure deals that look appealing at first but gradually shift control and ownership away from founders. First-timers are the easiest targets.

Convertible notes are a classic example. Hidden terms, valuation caps, discounts, or equity triggers can quietly tip the balance. Anti-dilution clauses pose another risk, allowing investors to protect themselves at your expense during future funding rounds.

History offers a cautionary tale. Facebook’s early co-founder, Eduardo Saverin, saw his stake fall from over 30% to under 10% after signing documents that stripped his pre-emptive rights. A single clause enabled Zuckerberg and others to issue new shares without him.

The lesson is simple: never sign incorporation or shareholder agreements without securing strong pre-emptive rights and modelling the impact of future share issuances. Every word matters. Understand how terms play out in both best- and worst-case scenarios before you commit.

3. Control and voting rights: When majority ownership means nothing

Too often, founders sign deals only to realize they’ve lost control of their own companies. The harsh truth: majority ownership doesn’t always mean real power.

Investors and their lawyers frequently embed protective provisions that give them veto rights over key decisions: hiring executives, budgets, fundraising, and even product strategy. You might own most of the company yet be powerless to rebrand, expand, or pivot. Acquisition agreements can also lock you into restrictive commitments long after the deal closes.

Steve Jobs learned this lesson the hard way. Despite being Apple’s co-founder and visionary, he was sidelined when the board backed CEO John Sculley. Without protective voting rights, Jobs was effectively stripped of control.

Remember this crucial lesson: majority shareholder stake does not automatically equal control. Without protective governance rights, even founders can be sidelined by their own boards. Make sure you understand completely whether you’re selling shares of your company, accepting investment, or surrendering even partially your decision-making powers. Ensure all strategic controls remain aligned with your vision.

4. Non-compete and restrictive covenants: The career-killing clauses

This represents one of the most overlooked yet dangerous contractual elements. You might believe you’re simply signing an investment deal, but buried within could be a clause that prevents you from building your next startup. Non-compete clauses can be drafted so broadly that you’re effectively locked out of your entire industry for years.

If these clauses aren’t drafted fairly, you could find yourself stuck in a partnership where your partner is freely competing, growing, or expanding elsewhere while you’re restricted by legal force. The same principle applies to your employees who sign employment contracts without proper non-compete clauses protecting your company when they decide to leave, taking with them the wealth of training, knowledge, ideas, and contacts you’ve invested in building.

Non-solicitation terms and provisions can prevent you from working with your own team or client base if relationships deteriorate and you’re the one forced to leave your company. Imagine spending years building networks, relationships, and sometimes genuine friendships while pursuing your entrepreneurial dream, only to sign a document that places legal limitations on your professional, business, and personal connections.

Always negotiate specific time limits, geographical definitions, and carefully narrow or expand the definition of “competition” when it’s applicable and beneficial for you. Otherwise, you risk signing away your future ideas and innovations.

5. Dispute resolution: Choosing your legal battlefield wisely

Nobody enters a deal expecting conflict. Fatima BalFaqeeh said on The Jurist Podcast: “It’s always beautiful to witness the start of an enterprise, but envisioning worst-case scenarios early is one of the most crucial steps. Involving a legal professional makes it easier for everyone and removes the awkwardness.”

I couldn’t agree more. It’s far wiser to have tough discussions up front than to face costly battles later. That’s why the dispute resolution clause is critical, it dictates where, how, and under which laws conflicts will be resolved.

Being forced into litigation abroad can be crippling, draining time and resources. Thankfully, the UAE offers strong options: advanced civil law courts, two common law free zone courts, world-class arbitration centers, and structured mediation frameworks. Each has its advocates, but the key is ensuring your clause is enforceable and aligned with best practices.

Bottom line: choose a dispute forum you can both afford and trust.

Read: Building with confidence: The impact of Dubai’s new Contractors Law

The reality check every founder needs

The UAE offers incredible opportunities for startup founders, but one poorly drafted clause or contract can waste years of dedicated hard work. Don’t misunderstand, investors aren’t always predators, but they are always more experienced than founders, especially first-time entrepreneurs. As we’ve all learned through experience (or what some learn the hard way), business is business.

Before signing any contract, ask yourself these five critical questions: Where’s my exit strategy? How will this affect my future ownership? Who controls the business after signing? Am I signing away future opportunities? If things go wrong, where and how will I handle disputes?

If you can clearly answer all these questions, you’re positioned for success. If not, you need to seek experienced legal counsel before putting pen to paper or clicking that electronic signature button.

Flying Emirates? Power bank use banned onboard from October 1

Emirates allows passengers to carry only one power bank under 100 Watt Hours, but use of these devices in the cabin is now banned

Gulf Business
Gulf Business

30 September, 2025

Flying Emirates? Power bank use banned onboard from October 1
Image credit: Emirates/Website

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Effective October 1, 2025, Emirates is prohibiting the use of power banks during flights, marking a major shift in its onboard safety regulations. While passengers may still carry a power bank in their cabin luggage under specific conditions, charging devices using a power bank, or charging the power bank itself, is now strictly forbidden during the flight.

Image credit: Emirates/Website

A power bank is a portable, rechargeable device used to power smartphones, tablets, laptops, and cameras. Under the new rules, Emirates allows passengers to carry only one power bank under 100 Watt Hours, but use of these devices in the cabin is now banned, a WAM report said.

Key restrictions include:

  • Power banks cannot be used to charge personal devices onboard.
  • Charging power banks using the aircraft’s power source is not allowed.
  • Power banks must display capacity information and cannot be placed in overhead bins.
  • They must be stored either in the seat pocket or in a bag under the seat in front.
  • As before, power banks are not permitted in checked luggage.

These updated rules aim to reduce potential risks associated with lithium battery-powered devices, which have become increasingly common among air travellers.

Image credit: Emirates/Website

Why the ban? A proactive safety move

Emirates says the decision follows a comprehensive safety review, citing the rise in lithium battery-related incidents across the global aviation industry.

With more customers bringing power banks onboard, the airline is taking a firm, proactive stance to mitigate any associated hazards.

Image credit: Emirates/Website

By banning in-flight use and requiring easily accessible storage locations, Emirates ensures that in the rare event of a fire, trained cabin crew can act quickly to extinguish it.

Safety is a core value at Emirates and central to its operational practices. The airline remains committed to continuously enhancing safety standards for both customers and staff. The new power bank policy reflects this ongoing dedication and sets a clear benchmark for other global carriers to consider.

Gold slips from peak, but locks in strongest month since 2020

Bullion has risen 10.5 per cent so far in September, and is on track for its biggest monthly percentage gain since July 2020

Reuters
Reuters

30 September, 2025

Gold slips from peak, but locks in strongest month since 2020

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Gold fell on Tuesday as investors booked profits after prices hit a record high earlier in the session, while concerns about a looming US government shutdown and increased bets of a Federal Reserve rate cut limited losses.

Spot gold fell 0.7 per cent to $3,805.99 per ounce, after rising 1 per cent to hit a record high of $3,871.45 during Asia hours. Bullion has risen 10.5 per cent so far in September, and is on track for its biggest monthly percentage gain since July 2020.

Swissquote external analyst Carlo Alberto De Casa said gold has pared gains on profit-taking after rising as much as 1 per cent during Asia hours and “so far this is just a technical correction and we are not talking about an inversion.”

US President Donald Trump and his Democratic opponents appeared to make little progress at a White House meeting aimed at heading off a government shutdown that could disrupt a wide range of services as soon as Wednesday.

“The risk of shutdown for gold is positive because it means uncertainty and that the Federal Reserve doesn’t have clear data because that could arrive late,” De Casa added.

Markets expect an over 91 per cent chance of a 25-basis-point reduction at the Fed’s October meeting, according to CME Group’s FedWatch tool.Investors now await a slew of US data including Friday’s non-farm payrolls for further clues on the economy’s health.

The US Labor Department confirmed on Monday that its statistics agency would suspend data releases, including the closely-watched monthly employment report in the event of a partial government shutdown.

UBS expects gold could rise as high as $4,200/oz by mid-2026 in its bull case scenario, the bank said in a note on Tuesday.

Gold, viewed as a safe-haven asset in times of geopolitical and economic uncertainty, tends to do well in a low-interest rate environment.

Shares of China’s Zijin Gold International rose 66 per cent in their Hong Kong trading debut, after the company raised $3.2bn in an initial public offering (IPO), the largest deal of its kind globally in 2025.

Elsewhere, spot silver lost 1.7 per cent to $46.14 per ounce but has climbed 16.3 per cent so far this month. Platinum fell 3.1 per cent to $1,551.80 and palladium lost 3 per cent to $1,230.19.

From Dubai to Manila: Spinneys to launch Philippines stores in 2026

After its Riyadh debut last year, the UAE grocer is teaming with Ayala Corporation to open its first stores in the Philippines, marking its maiden step into Southeast Asia

Gareth van Zyl
Gareth van Zyl

30 September, 2025

From Dubai to Manila: Spinneys to launch Philippines stores in 2026
Entrance to a Spinneys supermarket in Dubai, UAE. (Credit: Getty Images)

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Spinneys, which first opened its doors in Dubai’s Al Nasr Square in 1961, is now set to expand into Southeast Asia.

The UAE-based premium grocer has signed a joint venture with conglomerate Ayala Corporation to launch a series of supermarkets in the Philippines, marking a new chapter in its international growth story.

Under the agreement, Ayala will hold a 60 per cent stake and Spinneys a 40 per cent. The first store is scheduled to open in the fourth quarter of 2026, with a pipeline of further outlets to follow. The joint venture will adopt a two-phased approach: Spinneys will initially support the venture with operational expertise before handing over day-to-day management to the new entity.

The move builds on Spinneys’ regional momentum. In June 2024, it opened its first Riyadh store in the upscale An Nuzha district, with plans to launch as many as 12 outlets across Saudi Arabia by 2028.

This year, the retailer also announced plans to expand into Kuwait alongside opening ten new stores in the UAE.

Read more: Spinneys expands regional footprint with new store in Riyadh

Sunil Kumar, CEO of Spinneys, said the Philippines offered the right fundamentals for the brand’s first step outside the GCC.

“The Philippines offers significant long-term growth potential, with strong economic fundamentals, a growing affluent population, and increasing demand for high-quality offerings,” he said.

“Our partnership with Ayala combines its deep local knowledge with our operational expertise, providing a strong foundation to grow in a measured way. As we enter this next phase, we’re delighted to be bringing our high-quality and fresh offering to a new region.”

Ayala, one of the Philippines’ oldest and largest conglomerates, has a diverse presence across real estate, banking, telecommunications, energy, and logistics. The group has been expanding its retail footprint by partnering with global brands.

“We are honoured to be the first partner of Spinneys as it ventures outside the GCC,” said Cezar P. Consing, president and CEO of Ayala Corporation.

“We hope this investment will catalyse trade and investment between the Philippines and the GCC.”

The tie-up aims to blend Ayala’s access to prime sites in mixed-use developments with Spinneys’ expertise in premium fresh food retailing. The Philippine market, with its expanding middle and upper-income classes, is seeing rising demand for modern, high-quality retail experiences, making it a strategic entry point for the brand.

Spinneys currently operates over 80 outlets across the UAE, Oman, and Saudi Arabia (including Waitrose stores), and has become synonymous with quality produce. Its 2024 IPO on the Dubai Financial Market raised Dhs1.4bn, fuelling an expansion drive that now stretches beyond the Gulf.

Burj Capital Business Bay sets new benchmark for commercial real estate in Dubai

Completion of Burj Capital Business Bay is scheduled for March 2029

Rajiv Pillai
Rajiv Pillai

30 September, 2025

Burj Capital Business Bay sets new benchmark for commercial real estate in Dubai
Moksh Garg, managing director of Centurion Properties/Image: Supplied

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Centurion Properties has officially unveiled Burj Capital Business Bay, a Grade A+ office tower designed to redefine Dubai’s commercial real estate landscape. The launch event, held on September 29, 2025, at JW Marriott Marquis Hotel, marked the opening of Phase 2 of the project and positioned the tower as one of the most prestigious commercial developments in the region. Strategically located in Business Bay, minutes from Burj Khalifa, Dubai Mall, DIFC and Dubai Design District, Burj Capital embodies Dubai’s ambition as a global hub of enterprise and innovation.

With more than 238+ office units spread across a close to million square feet of built-up area, the tower combines commercial scale with lifestyle sophistication. Businesses benefit from flexible layouts, floor plates ranging from 750 sqft to 14,000 sqft, and amenities that extend far beyond the traditional workplace—swimming pool, yoga deck, co-working spaces, amphitheater-style seating, a running track, pickleball courts, curated F&B outlets, and a panoramic rooftop lounge overlooking the Burj Khalifa and Canal.

“Even though it is a commercial tower, this is the only commercial tower in Dubai today that offers amenities typically associated with residential buildings,” said Moksh Garg, managing director of Centurion Properties. “We believe in work-life balance, and that’s what we’ve integrated into the tower. People may confuse it with a residential tower at first glance, but it is 100 percent commercial with the feel of a lifestyle development.”

Unique features and design

Among the standout features are the Sky Garden, located mid-tower with direct views of the Burj Khalifa, and the Sky Lounge at the top, designed as both a relaxation zone and a networking hub. “These spaces elevate the office environment by encouraging collaboration and balance,” added Moksh Garg. “The interiors and quality of construction are Grade A+, and the building competes with some of the most iconic names in Dubai’s commercial landscape.”

Vimal Mohan, chief development officer at Centurion Properties, highlighted the deliberate trade-offs made to prioritise lifestyle. “At Burj Capital, we dedicated an entire level to lifestyle amenities which is not a very common practice these days, creating a space that blends fitness & wellness, leisure, and community. The tower features a Sky Garden, rooftop lounge, and a full health and fitness floor with an indoor-outdoor gym, swimming pool, jogging track, steam, sauna, and paddle tennis. We know Dubai is a lifestyle city, and we wanted Burj Capital to reflect that.”

Flexibility is another differentiator. Businesses can configure entire floors to suit their needs, thanks to a modular layout system. The tower also anticipates future demand: five basement levels add 150 more parking spaces than standard requirements, complete with EV charging stations. Sixteen high-speed elevators serve 238+ offices, ensuring efficiency for high occupancy.

A vision rooted in Centurion’s legacy

Centurion Properties has specialised in commercial real estate since its inception in 2013, when it launched the first freehold commercial tower in Dubai. According to Garg, Burj Capital reflects that founding vision. While the company is recognised for delivering both premium residential and commercial projects, he emphasises: “We see immense potential in the premium commercial segment, and Centurion Properties remains deeply committed to creating landmark developments in this space. Burj Capital is a continuation of the journey we began over a decade ago—delivering Grade A+ commercial towers that meet global standards and establish addresses of significance.”

When asked to describe the development, Mohan drew a comparison: “If Burj Khalifa is the tallest tower in the residential segment, I would say Burj Capital is the tower of premium business.” Adding to this, Garg highlighted: “Burj Capital is the address every business aspires to call home.”

Looking ahead

Completion of Burj Capital Business Bay is scheduled for March 2029, but the launch already signals a new chapter for Dubai’s commercial property market. For Centurion, the project is more than just another tower. “This launch event is not just showcasing a project—it’s showcasing what Centurion Properties stands for today,” said Garg. “We can forecast and show people the future of the company, and we are bringing that future to life.”

Unexpected drop in Middle East oil premiums raises Saudi pricing dilemma

Dubai’s premium hit a six-month high of $3.63 a barrel in mid-September

Reuters
Reuters

30 September, 2025

Unexpected drop in Middle East oil premiums raises Saudi pricing dilemma
Image: Getty Images

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Spot premiums for Middle East crude oil unexpectedly slumped at the end of September despite stockpiling demand from top importer China, as there were ample supplies in Asia from Russia, and producers in the Gulf and other regions, traders said.

The sudden weakness in benchmarks – Dubai, Oman and Murban – could put Saudi Arabia in a quandary, they said, as the world’s top exporter is expected to raise official selling prices next month for November-loading supplies to Asia.

A total of 39 cargoes, or 19.5 million barrels of crude, were delivered via trades during the S&P Global Platts Market on Close process that assesses the Dubai benchmark, a tally by Reuters based on trade data as of Monday showed.

Trading firms Vitol, Gunvor, PetroChina and North Petroleum International snapped up the cargoes, traders said, keeping spot premiums for benchmark Dubai firmly above $3 in the first half of this month. Dubai’s premium hit a six-month high of $3.63 a barrel in mid-September.

Concerns about disruption in Russian oil exports from Ukrainian drone attacks and possible US sanctions provided support for the market, in addition to China’s oil stockpiling demand, they said.

Top seller Mercuria

Trading house Mercuria emerged as the key seller during the MoC process this month. The European trader sold 36 cargoes, including one Oman crude, two Qatari al-Shaheen crude while the rest are Abu Dhabi’s Upper Zakum grade, trade data obtained by Reuters showed.

Mercuria delivered more Upper Zakum crude than was available in the spot market as it bought some cargoes from Asian refiners including Formosa Petrochemical 6505.TW and Bharat Petroleum Corp Ltd BPCL.NS, three of the sources said.

Cash Dubai premiums slumped to 88 cents on Monday, losing more than two-third of its value in the past three sessions, Reuters data showed.

One of the sources said there are many unsold November-loading cargoes available in the market, mostly Upper Zakum crude. Another said Russia is exporting more crude as its refineries were damaged by Ukrainian drones.

There are also plenty of cargoes from producers in other regions such as Brazil and Europe, traders said. The arbitrage had opened when dated Brent slipped to an unusually wide discount of $3 a barrel against Dubai, they added. Low-sulphur Brent crude is typically priced at a premium to high-sulphur Dubai.

“Come late-October/early-November, we see Asia starting to feel bloated by the surge of inbound Atlantic Basin arb flows,” analysts at consultancy FGE said in a note.

“With Asia’s appetite for crude waning and as the circa 2 million barrels per day global oil surplus starts to materialise in stocks, we see contango creeping into the market.”

Contango refers to the market structure where prompt prices are lower than those in future months, indicating comfortable supplies.

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