Before Signing a Commercial Agreement in Qatar: A Practical Legal Checklist

This is a practical list of what to review before signing. It does not repeat the substantive clauses — those belong to commercial contracts in Qatar — but covers what tends to be overlooked at the pre-signature stage: the validity of the contract itself, the standing of the person signing it, and what will be relied on if the agreement becomes a dispute.

First: the counterparty, and who signs for it

The most frequent error is not in the terms but in the identity of the party actually contracted with. A trade name is not necessarily the legal entity, and the entity that negotiates is not always the one that signs or the one the obligations fall on.

• The entity's full legal name and legal form, matched against what appears in the commercial register.
• That the contracted activity falls within the entity's licence and its registered activities.
• The signatory's standing: whether they can bind the entity, on what basis — constitutional documents or a written authority — and whether that authority carries a financial or subject-matter limit.
• Where the contract is with a branch or representative office, which party bears the obligation: the branch or the parent.
• Which platform licensed the entity, since the applicable legal regime follows the licensing platform and may differ from the other party's.

Second: the subject matter is a validity requirement

The Civil Code treats definition of the subject matter as a condition of validity, not a drafting nicety. Where the subject matter of an obligation is impossible in itself, the contract is void (Article 148). The subject matter must be identified so as to exclude gross ambiguity, failing which the contract is void; where the obligation relates to a thing, that thing must be determined specifically, or by its type, quantity and quality, and where it is determined by type it is enough that the contract contains what allows its quantity to be determined (Article 150).

The subject matter may be a future thing, provided the contract is not aleatory (Article 149). Contracting for what does not yet exist is therefore possible, but it requires enough definition to remove uncertainty.

• Scope of work or specification: determined specifically, or by type, quantity and quality.
• The consideration, how it is calculated, when it falls due, and what it does and does not include.
• Acceptance criteria: what counts as conforming performance, who decides, and within what period.
• Variations and additional work: the mechanism, the records, and prior approval.
• Duration and any extension or renewal, and the effect of performance continuing after the term ends.

Third: what evidence will rest on later

Most commercial disputes are not decided by construing a clause but by what each party can prove. Arranging records and notice before signature is therefore more useful than addressing them after a fall-out.

• Each party's address for notice, the accepted means of giving it, and when notice is treated as given.
• Formal notice: as a rule damages are not due until the obligor has been formally notified, unless the parties agree or the law provides otherwise (Article 260) — so the notice mechanism needs to be workable and provable.
• Documents exchanged during performance: variation orders, completion certificates, delivery records, and who retains them.
• The language of the contract and of correspondence, and which text prevails on a discrepancy.
• Claim-notification periods and objection deadlines, and what follows from letting them pass.

Fourth: time limits and prescription

Prescription is not a detail to leave until a dispute arises, because it can extinguish a claim before it is brought. The general rule is that a claim for a personal right prescribes after fifteen years, except where the law fixes another period (Article 403) — and the law does fix shorter periods for certain kinds of right.

More important at the drafting stage: the parties may not agree that prescription shall run for a period different from the one fixed by law, and prescription may not be waived before the right to it is established (Article 418). A clause setting a contractual deadline for claims does not alter the statutory limitation period. The periods by type of right are set out in debt recovery and commercial claims in Qatar.

Fifth: the dispute mechanism

• The governing law, the dispute mechanism, and whether the two are consistent.
• If arbitration is the mechanism: the form the arbitration agreement must take, and the scope of disputes it covers, both confirmed under the arbitration framework that applies.
• The seat and language of the proceedings, and what they mean for cost and duration.
• Whether the outcome can practically be enforced where the other party's assets actually are.
• Pre-dispute steps: negotiation or prior notice, how long they run, and whether they condition the claim.

Requirements differ with the type of contract, the activity, the standing of the parties and the licensing platform, and this list is no substitute for a legal review of the particular agreement. Where the agreement involves personal data — customer, employee or supplier records — the obligations attaching to whoever determines how that data is processed also need checking; see Qatar's personal data framework. Our contracts team and the firm's commercial-law team advise on reviewing commercial agreements before signature.