Category Archives: Legal Updates

From Clause to Business-Critical Risk

For decades, force majeure provisions in Gulf construction and energy contracts were treated as standard boilerplate, a precautionary formality that nobody expected to invoke. The assumption underpinning this complacency was straightforward: the Gulf was a stable operating environment, its energy infrastructure was a global anchor, and its megaproject pipeline from NEOM in Saudi Arabia to Dubai’s urban expansion was built on the bedrock of reliable hydrocarbon revenues and investor confidence.

That assumption has been abruptly tested given the current regional climate. Force majeure has moved from the footnotes of legal briefings to the front pages of financial news. It is now, unambiguously, a live operational risk.

A Region Under Pressure: The Cascade of Declarations

The trigger for the current crisis was significant. On 4 March 2026, QatarEnergy, responsible for approximately 20% of global liquefied natural gas supply, declared force majeure on all LNG shipments. Within days, Kuwait followed, declaring force majeure on oil sales after cutting output at its fields and refineries. Bahrain’s state energy company, Bapco, subsequently invoked the clause.

The scale of disruption has been extraordinary. Maritime war-risk insurance premiums surged by more than 1,000%, with coverage costs for vessels rising from roughly 0.25% to approximately 3% of a vessel’s value. Asian LNG benchmark prices jumped nearly 70% to over $25 per million British thermal units. Brent crude surged above $114 per barrel, some 60% higher than at the outset of hostilities. Major shipping lines suspended all transits through the Strait of Hormuz, leaving container ships stranded and sending ripple effects through global port networks.

The consequences are not confined to energy markets. Construction projects across the GCC, including infrastructure developments in Saudi Arabia, the UAE, Kuwait, and Qatar, are experiencing delays in materials delivery, cost escalation driven by freight surcharges, disruptions to international personnel movements, and uncertainty over the continuity of subcontractor chains. These developments are no longer theoretical risks. They are live issues affecting ongoing projects today.

What Force Majeure Actually Means and What It Doesn’t

For businesses navigating these circumstances, an understanding of force majeure is essential. The term refers to a contractual provision that excuses a party, in whole or in part, from performing its obligations when an extraordinary event beyond its control renders performance impossible or fundamentally impracticable. However, the legal scope of the clause varies substantially depending on jurisdiction and the precise wording agreed by the parties.

Under English law, force majeure has no automatic legal definition. Its scope depends entirely on the specific language of the contract. A party seeking relief must demonstrate that the event falls within the clause’s definition; that the event has caused the inability to perform, not merely made performance more expensive or commercially disadvantageous; and that the affected party has taken reasonable steps to mitigate the impact. The key threshold is typically whether performance has been prevented rather than merely made more costly.

Under UAE law, parties may have broader recourse even where contracts lack an express force majeure clause. The UAE Civil Code provides statutory mechanisms that may excuse performance when a supervening event renders an obligation impossible or excessively onerous. Kuwait’s Civil Code similarly extinguishes a contractual obligation when performance becomes impossible due to circumstances beyond the obligated party’s reasonable foresight and control and also recognises a hardship doctrine for circumstances in which performance has become unreasonably burdensome.

The Megaproject Dimension: Construction Contracts in the Crosshairs

Gulf megaprojects occupy a distinctive legal and commercial environment. Contracts are typically multi-party, multi-jurisdictional, and long-duration, often governed by frameworks such as FIDIC standard conditions or bespoke employer-drafted documents. Supply chains stretch from East Asia to Europe, with critical materials such as steel, specialist equipment, and chemicals now reliant on shipping lanes subject to severe disruption.

The current crisis is generating a surge in contractual notices across the construction sector. Contractors are sending force majeure notifications to employers; subcontractors are notifying contractors; material suppliers are alerting downstream purchasers. For employers and developers, the challenge is to evaluate the genuine legal merit of these claims while managing project timelines and cost exposure. For contractors, the imperative is to ensure that notices are issued promptly under most force majeure clauses, which impose strict notice periods, and that they are supported by sufficient substantiation to preserve entitlements.

Extension-of-time claims will inevitably follow, along with disputes over prolongation costs, the recovery of escalated material prices, and the question of whether delays triggered by force majeure events entitle contractors to additional compensation or only to relief from liquidated damages. War-risk insurance has also become a critical pressure point. Many standard construction all-risks policies exclude war and acts of hostility, and the dramatic repricing of specialist war-risk coverage and, in some cases, its withdrawal altogether, leaves projects exposed precisely when risk is highest.

Beyond Contracts: Sovereign-Level Force Majeure and Investment Risk

The force majeure dynamic is operating beyond the project level. Multiple Gulf states have begun internal reviews to assess whether the clause can be invoked in broader investment commitments and government contracts, as regional budgets face pressure from declining hydrocarbon revenues, rising defence costs, and disruptions to tourism and aviation. Gulf sovereign wealth funds, which had pledged substantial investment commitments to international counterparties, may face questions about their capacity to honour those obligations in the short term.

This sovereign dimension introduces a new layer of risk for international businesses and investors with contractual relationships with Gulf state entities. Material adverse change clauses are also receiving renewed scrutiny, as parties on both sides of transactions assess whether the current environment meets the threshold for invoking exit rights or renegotiation provisions.

Strategic Responses: What Businesses Must Do Now

The window for protective action is narrow. Businesses with operations, contracts, or supply chains in or through the Gulf should treat the following as immediate priorities.

First, audit your contract portfolio. Identify every agreement with counterparties and locate force majeure clauses, notice provisions, and related risk-allocation mechanisms. Understand whether your governing law is English, UAE, Qatari, Kuwaiti, or another jurisdiction, and what that means for your entitlements.

Second, issue notices promptly. If performance has been affected, do not wait. Most force majeure clauses impose strict notice periods, typically 14 to 28 days from the occurrence of the triggering event. Failure to notify in time can extinguish an otherwise valid claim. Notices should be detailed, specific, and tied to causal chains connecting the conflict to the performance failure.

Third, document everything. The evidential burden in force majeure disputes falls on the party seeking relief. Record all disruptions in real time: delayed deliveries, cost escalations, personnel movement restrictions, insurance changes, and supplier notifications. This contemporaneous record will be essential in any subsequent dispute.

Fourth, mitigate actively and visibly. Force majeure does not relieve a party of the obligation to take reasonable steps to minimise the impact of the triggering event. Identify alternative supply routes, substitute suppliers, and other mitigation measures. Document what has been explored and why alternatives are unavailable or impractical.

Fifth, review your insurance coverage. Engage brokers immediately to clarify which war-risk coverage remains in force, at what premium, and for what period. Consider whether specialist political risk insurance is appropriate for your exposure profile.

Sixth, engage counterparties commercially. In many cases, commercial negotiation, extensions of time, cost-sharing arrangements, and scope adjustments will produce better outcomes than formal legal notices.

Early dialogue is generally preferable to an entrenched dispute. Seventh, seek specialist legal advice. The interaction between force majeure, hardship doctrines, war-risk provisions, insurance policies, and dispute resolution mechanisms is complex. Businesses need advisers with specific knowledge of GCC law, international construction contracts, and dispute resolution in the region.

The Longer View: Rethinking Risk in Gulf Megaprojects

The current crisis will pass; however, future contracts in the region should be drafted with greater care around force majeure provisions: definitions should be precise and comprehensive; notice periods should be realistic; hardship and exceptional circumstances provisions should be considered where applicable law permits; and the interplay with insurance, dispute resolution, and termination rights should be explicitly addressed.

More broadly, businesses operating in the Gulf should build resilience into their operating models: diversified supply chains, financial buffers for cost escalation, genuine political risk insurance programmes, and legal advisory relationships capable of rapid response. Force majeure has demonstrated that it can shift in a matter of days from a theoretical provision to an operational crisis. The businesses that navigate the current disruption best will be those that treated this possibility as real before events forced the issue.

This article is provided for informational purposes and does not constitute legal advice.

Remote work in Saudi Arabia is no longer an exceptional arrangement. It has become a structured and regulated employment model, supported by Vision 2030’s broader objectives of workforce participation, digital transformation, and private-sector growth.

 

For employers operating in the Kingdom, however, remote work is not simply a commercial or operational choice. It is governed by a defined statutory framework under Saudi labour and data protection law. Businesses that fail to align their employment structures, contracts and internal policies with this framework risk regulatory exposure, reputational harm and employment disputes.

The Legal Foundation: Saudi Labour Law and the Telework Regulation

Remote work in Saudi Arabia is governed principally by the Saudi Labour Law and the Telework Regulation issued by the Ministry of Human Resources and Social Development (MHRSD).

The Telework Regulation formally recognises teleworking as a legitimate employment arrangement. It provides that a teleworker must have a written employment contract specifying the remote nature of the work. The contract must clearly define:

• The job description and duties
• The method of supervision and performance evaluation
• Working hours and availability
• Compensation and benefits

Crucially, the regulation affirms that remote employees enjoy the same statutory rights as on-site employees. This includes protection under Articles 84–87 of the Labour Law relating to end-of-service benefits, wage protection obligations, leave entitlements and termination protections. Remote work does not create a separate category of worker. It remains a standard employment relationship subject to full Labour Law protection.

Employer Obligations Remain Intact

One of the most common misconceptions is that remote work reduces employer responsibility. Under Saudi law, this is not the case.

The employer remains responsible for compliance with:

• The Wage Protection System (WPS
• GOSI registration and contributions
• Saudisation (Nitaqat) classification requirements
• Occupational safety obligations

Article 122 of the Labour Law imposes a duty on employers to take precautions necessary to protect employees from hazards. While the Telework Regulation allows work to be performed outside the employer’s premises, it does not remove the employer’s duty of care. Employers must therefore ensure that remote arrangements are structured in a manner that does not expose them to claims of unsafe working conditions or unregulated working hours.

From a governance perspective, this means that remote work policies must address supervision, documentation of working time, and health and safety awareness.

Contractual Clarity and Risk Allocation

In practice, legal risk in remote work arrangements most often arises from inadequate contractual drafting.

Saudi courts and labour dispute committees will examine the substance of the employment relationship, not merely the label applied to it. If remote working terms are ambiguous or undocumented, disputes may arise over working hours, overtime entitlements, place of work, or termination rights.

Under Article 52 of the Labour Law, employment contracts must clearly define essential terms. For remote employees, this requires additional clarity regarding:

• Whether the arrangement is permanent or hybrid
• Whether the employer may require a return to on-site work
• Equipment provision and ownership
• Confidentiality and information security obligations

Failure to properly document these elements may result in disputes before the Labour Courts established under the Labour Courts Law.

Data Protection and Confidentiality

Remote work significantly increases data protection exposure, particularly where employees handle client data, financial information or sensitive corporate materials.

Saudi Arabia’s Personal Data Protection Law (PDPL) imposes binding obligations on data controllers. Employers are typically considered controllers in respect of employee and client data processed in the course of business.

The PDPL requires:

• A lawful basis for processing personal data
• Implementation of appropriate security measures
• Restrictions on cross-border data transfers
• Notification obligations in the event of data breaches

Remote employees working from home networks or personal devices increase cybersecurity risk. However, under the PDPL, liability rests with the data controller not the individual employee alone.

Employers must therefore implement technical and organisational safeguards, including secure VPN access, device management policies and data handling protocols.

The Saudi Data and Artificial Intelligence Authority (SDAIA), which oversees PDPL implementation, has emphasised the importance of security controls. Non-compliance may lead to administrative penalties and, in certain cases, criminal liability.

Working Time and Overtime Exposure

Remote arrangements can blur boundaries around working hours. Under Articles 98–107 of the Labour Law, working hours are regulated and overtime compensation is mandatory where applicable. Employers must ensure that remote working does not result in undocumented overtime claims. Digital monitoring mechanisms must, however, be proportionate and compliant with privacy standards.

Clear internal policies and agreed availability windows are therefore essential to mitigate wage disputes.

Saudisation and Workforce Classification

Remote work may support Saudisation objectives by enabling greater workforce participation, including among women and persons with disabilities. However, employers must ensure that telework arrangements are properly recorded in MHRSD systems to avoid inconsistencies in Nitaqat calculations.

Incorrect classification can affect a company’s compliance status and access to government services.

Dispute Trends and Practical Exposure

While Saudi case law is not published in the same manner as common law jurisdictions, recent labour disputes increasingly reflect claims relating to:

• Termination of remote employees without documented performance grounds
• Overtime claims arising from flexible arrangements
• Disputes over equipment costs and internet allowances

Labour Courts have demonstrated a consistent approach: where ambiguity exists, interpretation tends to favour employee protection under the Labour Law’s public order principles.

This reinforces the importance of precision in drafting and structured governance.

A Structured Legal Approach

For employers operating in Saudi Arabia, remote work should be implemented within a defined legal framework rather than through informal managerial discretion.

At a minimum, businesses should ensure:

• A formal remote work policy aligned with the Telework Regulation
• Updated employment contracts or addenda
• PDPL-compliant data security measures
• Clear supervision and performance documentation mechanisms

Remote work, when properly structured, can deliver flexibility and commercial advantage. When implemented without legal alignment, it can create significant regulatory and litigation exposure.

Saudi Arabia has provided a clear statutory basis for remote work. The Telework Regulation and Labour Law together establish that remote employment is fully legitimate but not lightly regulated. For employers, the legal message is straightforward: remote work does not dilute statutory obligations. It requires thoughtful contractual drafting, disciplined compliance with labour and data protection law, and consistent governance across the organisation.

Saudi Arabia’s defence sector is undergoing structural transformation. Anchored by the Kingdom’s localisation objectives, the sector is evolving from a predominantly import-driven model to a domestically integrated industrial base. For participants in this market, whether manufacturers, contractors, technology providers or advisors, the legal environment is sophisticated, security-sensitive and highly regulated.

Defence is a strategically protected domain governed by public law, procurement regulation, export controls and international treaty obligations.

 

This article examines the legal architecture shaping defence operations in the Kingdom and highlights the principal compliance and contractual considerations for market participants.

The Institutional and Regulatory Framework

At the centre of Saudi Arabia’s defence industrial transformation is the General Authority for Military Industries (GAMI). GAMI is responsible for regulation, licensing, localisation policy, and oversight of military industries within the Kingdom.

Its mandate includes:

• Licensing defence manufacturers and service providers
• Regulating military procurement and localisation
• Setting standards for compliance and performance
• Developing policies to achieve the Kingdom’s localisation target (50% military spending localisation under Vision 2030)

Companies operating in this sector must obtain the appropriate industrial and activity licences issued by GAMI. Operating without proper licensing may result in administrative sanctions, suspension of activities, and invalidation of contracts.

In parallel, procurement activities are governed by the Government Tenders and Procurement Law (GTPL). While certain defence contracts may fall under classified or exceptional procurement processes, the GTPL establishes foundational principles of transparency, fairness and accountability in public contracting.

Defence Contracting and Procurement Law

Defence contracts in Saudi Arabia are typically characterised by:

• Long-term supply and service arrangements
• Technology transfer and localisation requirements
• Offset obligations
• Strict confidentiality and security controls

Under the GTPL framework, public sector contracting entities must adhere to structured tender procedures unless exemptions apply. Defence-related procurements may involve direct negotiation or restricted tendering where national security considerations justify deviation from standard processes.

Contractual drafting in defence transactions must account for:

• Performance guarantees and liquidated damages
• Security clearance requirements
• Intellectual property ownership, particularly in joint ventures or localisation arrangements
• Termination rights linked to regulatory approvals

Foreign defence contractors frequently operate through joint ventures or partnerships with Saudi entities to comply with localisation and industrial participation requirements. These structures must align with the Saudi Companies Law and sector-specific licensing conditions imposed by GAMI.

Export Controls and International Legal Obligations

Saudi Arabia’s defence trade operates within both domestic regulatory controls and international legal frameworks.

Domestically, military exports and imports require licensing and regulatory approval. Compliance failures may trigger criminal liability under applicable security legislation.

Internationally, the Kingdom is a member of the United Nations (UN) and is bound by Security Council arms embargo resolutions. Any defence transaction involving jurisdictions subject to UN sanctions must be carefully screened to ensure compliance.

While Saudi Arabia is not a party to the Arms Trade Treaty (ATT), global defence contractors operating in the Kingdom are often subject to parallel compliance obligations under foreign laws such as:

• The United States International Traffic in Arms Regulations (ITAR)
• The U.S. Export Administration Regulations (EAR)
• The UK Export Control Act 2002

This creates complex multi-jurisdictional compliance considerations. A Saudi-based joint venture involving U.S.-origin defence technology may trigger ITAR restrictions even if the transaction is conducted entirely within the Kingdom.

For multinational contractors, internal compliance frameworks must therefore integrate Saudi regulatory requirements alongside foreign export control regimes.

Anti-Corruption and Integrity Obligations

The defence sector globally carries heightened corruption risk due to high-value contracts and state counterparties.

In Saudi Arabia, anti-corruption enforcement is governed by the Combating Bribery Law and overseen by the Control and Anti-Corruption Authority.

The GTPL reinforces integrity requirements by prohibiting collusion, bribery and conflicts of interest in public procurement.
International defence contractors may also remain subject to extraterritorial anti-corruption legislation, such as:

• The U.S. Foreign Corrupt Practices Act (FCPA)
• The UK Bribery Act 2010

Consequently, defence transactions in the Kingdom often require enhanced due diligence, third-party screening and compliance representations within contractual documentation.

Ethical and Legal Challenges in International Conflict Contexts

The defence sector operates within a sensitive geopolitical environment. Legal exposure may arise not only from regulatory non-compliance but also from allegations linked to international humanitarian law (IHL) or human rights considerations.

Although responsibility for the use of defence equipment lies with sovereign authorities, companies increasingly face scrutiny regarding:

• Supply chain transparency
• End-use certification
• Compliance with UN sanctions
• Reputational risk arising from conflict zones

Globally, litigation trends have shown an increase in attempts to hold manufacturers accountable in foreign courts for alleged misuse of equipment. While such claims face significant jurisdictional and sovereign-immunity hurdles, they underscore the importance of contractual clarity and documented compliance with export authorisations.

For Saudi-based defence participants, maintaining clear documentation of regulatory approvals and end-use compliance is essential to mitigate cross-border legal exposure.

Localisation, Offsets and Industrial Participation

A defining legal feature of the Saudi defence sector is its localisation agenda. Through GAMI’s policies, defence contracts may include mandatory localisation targets, technology transfer commitments and local content requirements.

Failure to meet contractual localisation benchmarks can trigger:

• Financial penalties
• Withholding of payments
• Suspension from future tenders

Local content compliance must align with the Local Content and Government Procurement Authority (LCGPA) framework, where applicable, adding an additional regulatory layer to defence procurement.
This creates a hybrid legal environment in which public procurement law, industrial regulation and commercial contract law intersect.

Intellectual Property and Technology Transfer

Defence industrialisation frequently involves joint research, manufacturing partnerships and licensed production.

Saudi Arabia’s Intellectual Property Law framework, including the Patent Law, provides protection for registered patents and proprietary technology. However, localisation-driven arrangements often require negotiated technology transfer clauses.

Careful drafting is required to balance:

• Compliance with GAMI localisation objectives
• Protection of proprietary technology
• Restrictions imposed by foreign export control regimes

Improperly structured IP clauses may create long-term strategic risk for both Saudi entities and foreign contractors.

Enforcement and Dispute Resolution

Defence contracts may involve dispute resolution clauses referencing:

• Saudi Courts
• Saudi Center for Commercial Arbitration (SCCA)
• International arbitration forums

Given the strategic sensitivity of defence matters, confidentiality provisions are typically robust. However, parties must ensure that arbitration clauses comply with the Saudi Arbitration Law and are enforceable under the New York Convention, to which Saudi Arabia is a signatory.

Saudi Arabia’s defence sector is legally structured, strategically regulated and internationally interconnected. The regulatory framework, led by GAMI and underpinned by the Government Tenders and Procurement Law, establishes clear licensing, procurement and compliance obligations. At the same time, the sector operates within a broader matrix of export controls, anti-corruption enforcement and geopolitical scrutiny.

For participants in the Kingdom’s defence industry, success depends not only on technical capability or commercial competitiveness but also on disciplined legal structuring, contractual precision and proactive regulatory compliance. In a sector where transactions are high-value and nationally significant, legal architecture is not ancillary; it is foundational.

In Saudi Arabia’s Sharia-based judicial system, judgments are intended to bring certainty. Yet the pursuit of justice does not end with the issuance of a decision. The Law of Procedure Before Sharia Courts recognises that errors, procedural failures and exceptional circumstances can arise, and it provides litigants with carefully regulated mechanisms to challenge judgments where fairness demands correction.

 

These objection pathways are not procedural formalities. They are critical legal safeguards that ensure judgments remain aligned with Sharia principles, statutory requirements, and due process. Knowing how to use them and when is often decisive.

The Three Routes of Objection

The law provides three distinct methods for objecting to judgments: appeal, petition for reconsideration, and cassation. Each serves a specific legal function, operates under strict conditions, and is governed by mandatory time limits.

Appeal: Revisiting the Case in Full

An appeal is the principal route for challenging judgments issued by courts of first instance. It allows a higher court to re-examine the case in its entirety, including the facts and the trial court’s legal reasoning. Crucially, an appeal must be filed within 30 days of the judgment’s issuance. This deadline is strictly applied. Once it passes, the judgment generally becomes final and enforceable, regardless of its commercial or personal impact. Appeals, therefore, demand immediate action and careful procedural execution.

Petition for Reconsideration: An Exceptional Safeguard

A petition for reconsideration is an extraordinary remedy, available only in limited and clearly defined circumstances. It is not a second appeal, nor a mechanism to revisit unfavourable outcomes without cause.

Under Article 200, reconsideration may be sought where the judgment was founded on forged documents or testimony later declared perjurious, where decisive documents emerge that could not previously be produced, or where fraud by the opposing party materially influenced the judgment. It also applies where the court awarded relief beyond the parties’ claims, issued contradictory reasoning, ruled in absentia, or rendered judgment against a party who was not properly represented. The filing period is 30 days from the date the petitioner becomes aware of the relevant ground, not from the date of judgment. This knowledge-based trigger underscores the exceptional nature of this remedy and the importance of evidentiary precision.

Cassation: Protecting Legal Integrity

Cassation represents the highest level of judicial review and is brought before the Supreme Court. Its role is not to reassess facts, but to safeguard legal correctness and procedural integrity. Pursuant to Article 193, cassation may be pursued where a judgment violates Sharia principles or applicable laws, where the court was improperly constituted, lacked jurisdiction, or where the case was incorrectly characterised in law. Cassation ensures consistency across the judiciary and reinforces the proper application of legal principles throughout the Kingdom.

Precision Is Not Optional

Each objection route is tightly regulated. Choosing the wrong mechanism, relying on unsupported grounds, or missing a statutory deadline can permanently foreclose the right to challenge a judgment.

As Saudi Arabia continues to strengthen judicial efficiency and procedural discipline, the courts’ tolerance for procedural missteps is narrowing. A successful objection today requires not only strong legal grounds, but also strategic clarity and meticulous compliance.