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Company Law & Governance

Contracts and investment

Commercial contract drafting and review in Saudi Arabia

Short answer

A well-drafted contract is the cheapest dispute a business will ever have. Al-Fahal Law Firm drafts, reviews and negotiates commercial contracts governed by Saudi law, taking into account the Civil Transactions Law that came into force on 16 December 2023, and prepares Arabic and English versions where needed.

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Updated

Situations we help with

  • You are signing a large supply, services or distribution contract and want to know where the risk sits.
  • Your standard terms were written before the Civil Transactions Law and may not reflect it.
  • A counterparty has sent an English-only contract governed by foreign law for work in Saudi Arabia.
  • You need an Arabic version that says the same thing as the English draft.
  • A contract is going wrong and you need to understand your rights before you act.

What the work covers

  • Drafting and reviewing supply, distribution, agency and franchise agreements
  • Services, consultancy, outsourcing and technology agreements
  • Construction, subcontracting and facility management contracts
  • Shareholder, joint venture and partnership agreements
  • Non-disclosure, non-compete and employment-related agreements
  • Standard terms and conditions and purchase order terms
  • Dispute resolution, governing law and arbitration clauses
  • Negotiation support and contract amendments

Saudi contract law since December 2023

Before the Civil Transactions Law, Saudi contract law was largely uncodified and applied by the courts from Islamic jurisprudence. The new law, which came into force on 16 December 2023, sets out general rules on the formation, validity, interpretation and performance of contracts and on compensation for harm. It also introduced general limitation periods for civil claims.

For businesses, the practical consequences are that contract terms written for the old environment may now be interpreted differently, and some clauses — on compensation, penalties or limitation of liability — should be checked against the new rules.

Clauses that cause the most disputes

Payment and acceptance. When payment falls due, what counts as acceptance, and what happens if the customer is silent.

Delay and liquidated damages. Whether agreed compensation for delay is enforceable as written, and whether it is the only remedy.

Termination. What breaches allow termination, what notice is required, and what happens to work in progress.

Governing law and disputes. Whether disputes go to the Saudi commercial courts or to arbitration, the seat and rules of any arbitration, and the language of proceedings.

Language. Which version governs if the Arabic and English texts differ.

Arabic and English versions

The firm prepares contracts in Arabic, with English versions for foreign-owned clients and counterparties. Where both versions are signed, the contract should say which prevails. Translation is treated as legal drafting, not a clerical step: the two versions must create the same obligations.

How a consultation works

  1. 1

    Tell us what you need

    Send a short enquiry or call the office. Describe the matter in general terms — no confidential documents yet.

  2. 2

    Conflict check and call-back

    The firm checks that it can act for you, then contacts you to understand the matter.

  3. 3

    Consultation

    You meet a lawyer in Jeddah or online. You get an initial view of your position and options.

  4. 4

    Scope and fees in writing

    If you instruct the firm, you receive the scope of work and fees in writing before work begins.

Questions clients ask

Do contracts in Saudi Arabia have to be in Arabic?
Many private commercial contracts are signed in English or in both languages. However, Arabic is the language of the Saudi courts, so a contract that ends up in litigation will be read in Arabic translation. For contracts likely to be enforced in the Kingdom, a bilingual contract with a clause stating which version prevails is the safer choice.
What is the Civil Transactions Law and does it affect my contracts?
The Civil Transactions Law is Saudi Arabia's first codified civil law covering contracts, obligations and liability. It came into force on 16 December 2023. It affects how contracts are formed, interpreted and enforced, including rules on compensation and on time limits for claims, so older templates should be reviewed against it.
Can a contract performed in Saudi Arabia be governed by foreign law?
Commercial parties often choose foreign law, especially when disputes go to arbitration. But Saudi mandatory rules and public policy still apply, and a Saudi court or enforcement judge will not apply provisions that conflict with Sharia or public order. Choosing foreign law can also make enforcement in the Kingdom slower and more uncertain.
How long does a contract review take?
A straightforward review can often be turned around within days; complex or high-value contracts take longer. The firm will confirm a timetable and fee when you send the document.

Official sources

Laws change. We cite the official text so you can check the current version.

This page is general information, not legal advice for your situation.

Lawyers who handle this work

A question about your company, a contract or a dispute?

Send a short enquiry and a lawyer from Al-Fahal Law Firm in Jeddah will contact you. Please don't send confidential documents until the firm has confirmed it can act for you.