Do UK restrictive covenants work in the UAE?

A covenant drafted for an English contract and pasted into a Dubai one rarely fails because the idea is wrong. It fails because every load-bearing part of it was written for a different legal system, and none of those parts travelled.

The UK–UAE corridor · Part of Outsourced General Counsel, Dubai

A restrictive covenant drafted for an English employment contract and pasted into a Dubai one does not usually fail because the idea is wrong. It fails because every load-bearing part of it was written for a different legal system, and none of those parts travelled.

Are non-compete clauses enforceable in the UAE?

That is the first and biggest difference. An English covenant is tested against a body of judge-made reasonableness: is the restriction no wider than necessary to protect a legitimate business interest, judged at the moment the contract was entered into? The UAE position is set out in the labour law itself — Article 10 of Federal Decree-Law No. 33 of 2021, with the conditions elaborated in Article 12 of Cabinet Resolution No. 1 of 2022. The framework requires a defined geographic scope, a period capped at two years, and a restriction tied to work whose performance elsewhere would genuinely harm the employer's interests. A helpful English-language summary of the regime sets out how those requirements interact in practice.

The practical consequence is that a UAE covenant is drafted to a specification rather than argued into reasonableness. A twelve-month, worldwide, "any competing business" restriction is a normal opening position in a London contract and an unusable one in a Dubai contract, because it names no place.

Why the English drafting habits actively hurt you

English drafting has been shaped by the way English courts cut. Since Tillman v Egon Zehnder the Supreme Court has been willing to sever an offending phrase from a covenant and enforce what remains, which rewards a drafter who packs the clause and relies on the blue pencil to tidy it afterwards. That habit is precisely wrong in a statutory regime, where a clause either meets the conditions or it does not.

Three specific imports cause most of the damage.

The cascade. English contracts often list descending alternatives — twelve months, or nine, or six — hoping a court will enforce the shortest enforceable one. In a specification-based system, a clause that does not commit to a period has not specified one.

The non-solicit written as a non-deal. "Shall not solicit or deal with any client" is standard in London. As a restriction on the employee's ability to work at all it is much harder to defend where the test is whether the restriction is confined to what protects a legitimate interest.

Garden leave used as a tactic. In England the covenant period is usually reduced by time spent on garden leave, and garden leave itself is a practical tool. It is a far weaker instrument where notice arrangements and end-of-service entitlements are governed by statute.

Which forum decides, and does it matter?

This is the single decision that changes most outcomes, and it is often made by whoever filled in the template. DIFC and ADGM are common-law jurisdictions with their own employment legislation and English-language courts. An onshore Dubai employment relationship is governed by the federal labour law and litigated in the UAE courts, where the Arabic text of the contract governs and a translation you have not checked is a risk you have accepted without reading it.

Neither is right in the abstract. What is wrong is having a contract whose substantive terms assume one system and whose forum clause points at the other.

What actually protects the business instead

The useful question is not how to make the covenant harder. It is what you were trying to stop, and whether a covenant was ever the best instrument for it.

Confidentiality obligations do not depend on the non-compete regime and survive the end of employment. They are worth drafting properly, with a definition that names the categories of information your business actually has.

Ownership of work product should be dealt with expressly and at the point of hiring, not inferred. Where the contract is silent, the answer differs by jurisdiction, which is the worst of both worlds.

Client relationships are held by contracts with clients, not by contracts with employees. A client agreement with a defined term, a notice period and a transition provision does more to keep revenue than a covenant that has to be enforced against a departing individual.

And the commercial lever that is usually available: end-of-service benefits, deferred incentives and the reference. A senior employee weighing a move responds to what is at stake, and what is at stake is mostly economic.

The specific mistake we see in corridor businesses

A UK company opens in Dubai, hires locally, and issues the London contract with the parties' names changed. Eighteen months later the country manager leaves for a competitor, takes the pipeline, and the company discovers three things at once: the covenant names no geography, the contract is governed by UAE law with an English forum clause, and the Arabic version filed with the authorities says something materially different from the English one on the desk.

None of that is exotic. It is what happens when one function runs two jurisdictions from a single template, which is the ordinary condition of a business at the point it first goes international. Running that function properly across both is what outsourced General Counsel in Dubai is for, and it starts with knowing which document governs.

Where a specialist is needed

Litigating a covenant in the UAE courts, advising on the correctness of an Arabic contract text, and any question of UAE regulatory or tax position are handled by instructed local specialists whom Dinmore Bell prepares, coordinates and controls. The judgement about what the business needs the covenant to do, and how the employment documents across both countries should fit together, is ours. So is the work of making sure the international structure and the contracts under it say the same thing.

A short checklist before you issue the next contract

Name the place. Name the period, once, and keep it inside two years. Name the type of work, narrowly enough that the restriction is about your clients and your secrets rather than about the person's career.

Decide the forum deliberately, and make the governing law match the drafting style. Check the Arabic. And write the confidentiality and intellectual property clauses as though the covenant will never be enforced, because in a good number of cases it will not be, and those are the clauses that will be doing the work.