contracts

Change Order in UAE: Template and Key Clauses (2026)

Adira EditorialLegal AI desk5 min read

A change order in the UAE, usually called a variation, is a document that records an agreed change to the scope, price or time of an existing contract, most often a construction or engineering contract. What makes the UAE version specific is the combination of FIDIC-style contract machinery, which the region uses heavily, and the mandatory rules of the Civil Transactions Law on contracting to make works (muqawala). This guide explains how variations work, the key clauses and a drafting skeleton. It is general information, not legal advice; confirm a live deal with a qualified local lawyer. ## Variations under the contract: FIDIC in the UAE Construction and engineering in the UAE commonly uses FIDIC-based forms. These give the engineer or employer a right to instruct variations and set out how the variation is valued and how time is adjusted. A change order should follow the contract's own variation clause: who may instruct, in what form, how the price is valued (agreed sum, rates or cost), and how any extension of time is dealt with. Doing extra work without a proper instruction is a common and avoidable dispute. ## The Civil Transactions Law: muqawala and lump sum works Over the top of the contract sit mandatory rules in the Civil Transactions Law (Federal Law No. 5 of 1985) on muqawala, the contract to make a thing or carry out work. These rules affect variations in important ways. For a lump-sum contract based on an agreed plan, the law limits a contractor's ability to claim extra for additions or changes unless the employer authorised them, and it contains provisions on when the price can be revisited. The courts also recognise good-faith duties. Because some of these rules cannot simply be contracted out of, a UAE change order should be consistent with them, not only with the FIDIC clause. Confirm the position for the specific contract. ## VAT VAT at 5 percent applies under the VAT law (Federal Decree-Law No. 8 of 2017). A change order that increases the price increases the VAT base, so state whether the change-order amount is inclusive or exclusive of VAT and who accounts for it. ## Key clauses in a UAE change order (variation) - Reference to the base contract: name the contract, its date and the parties, and confirm other terms continue.

  • Instruction and authority: the variation instruction relied on, and that it came from a person authorised under the contract.
  • Description of the change: a precise statement of the added, removed or altered works.
  • Valuation: the price adjustment and how it was valued (agreed sum, contract rates or cost).
  • Time: any extension of time and the effect on milestones.
  • VAT: treatment of the added value.
  • Reservation of rights: that agreeing this variation does not waive other claims.
  • Governing law and language: UAE law, the governing language, and the forum. ## A simple drafting skeleton 1. Title, variation number and date
  1. Reference to the base contract and parties
  2. Instruction and authority relied on
  3. Description of the varied works
  4. Valuation and price adjustment
  5. VAT treatment
  6. Extension of time and milestones
  7. Statement that other terms continue
  8. Reservation of rights
  9. Governing law, language and dispute resolution
  10. Authorised signatures Give the most attention to authority and valuation, because the Civil Transactions Law can limit extra claims on lump-sum works that the employer did not authorise. ## Common mistakes to avoid - Carrying out varied works without a proper, authorised instruction under the contract.
  • Drafting only to the FIDIC clause and ignoring the mandatory muqawala rules in the Civil Transactions Law.
  • Assuming a lump-sum price can always be increased for additions without authorisation.
  • Leaving VAT silent on the varied amount.
  • Signing an English-only variation without deciding the governing language for a UAE court. ## Records, notices and good faith UAE construction disputes often turn on records. The Civil Transactions Law recognises duties of good faith in performing a contract, and a contractor who proceeds with extra work should still follow the contract's notice and record requirements. Keep the instruction, the valuation working and any time-impact assessment on file. Where the engineer makes a determination on the value or the extension of time under a FIDIC-style form, record it and the basis for it. Good contemporaneous records are what allow a variation to be enforced or defended, especially where the mandatory muqawala rules limit extra claims on lump-sum works. ## Agreeing the change before the work where you can The strongest position is a signed variation agreed before the varied work starts, stating the scope, the price and the time effect, and confirming that the rest of the contract continues. Where the programme does not allow that and the employer instructs the work to proceed first, record the instruction immediately and value the change as soon as possible, flagging that valuation remains open. This keeps the paper trail clean and reduces the risk that the contractor carries unrecoverable cost or the employer faces an inflated later claim. ## Keeping a contract portfolio under control One UAE variation is manageable by hand. A portfolio is not. The hard part is tracking which version is current, when each notice period runs, which clause carries risk, and which renewal is due. That work (drafting from a tuned template, flagging risky clauses, tracking dates, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today, with other jurisdictions architected but not yet at the same depth, so verify local depth before relying on it for UAE law. More at Adira. The law above stands on its own. ## Bottom line A UAE change order, or variation, must satisfy both the contract's variation machinery (often FIDIC) and the mandatory muqawala rules in the Civil Transactions Law, especially on lump-sum works and authorisation. Use the contract's instruction process, value the change properly, handle VAT, decide the governing language, and get UAE construction advice for anything contentious.

Frequently asked questions

What is a change order called in the UAE?
It is usually called a variation. On construction and engineering projects it is an instructed change to the scope, price or time of the contract, handled under the contract's variation clause, which in the UAE is often a FIDIC-based form.
Does the Civil Transactions Law affect variations?
Yes. The Civil Transactions Law (Federal Law No. 5 of 1985) contains mandatory rules on muqawala, the contract to make works. For lump-sum contracts it can limit a contractor's ability to claim extra for additions the employer did not authorise, and it affects when the price can be revisited. A variation should be consistent with these rules, not only the contract clause.
Who can instruct a variation in the UAE?
Only a person authorised under the contract, typically the engineer or employer under a FIDIC-style form. Carrying out varied works without a proper, authorised instruction is a common cause of disputes, so record the instruction relied on in the change order.
Is VAT charged on a UAE variation?
Yes, on the added value, at 5 percent under the VAT law (Federal Decree-Law No. 8 of 2017) where parties are VAT registered. State whether the change-order amount is inclusive or exclusive of VAT.
Is this guide legal advice?
No. It is general information. UAE construction law combines contract machinery with mandatory statutory rules and the facts matter, so confirm with a qualified UAE lawyer before relying on it.
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