You have found a business you like. The broker sends you an NDA to sign before releasing the details. You read through it and stop at one paragraph: a commission clause saying you, the buyer, may owe a fee.
The first reaction is almost always the same. Why am I paying? The seller hired you.
It's a fair question, and it deserves a proper answer rather than a brush-off. Here is what that clause is, why it exists, and what you should look at before you sign.
What the clause actually says
In most UAE business-sale NDAs, the commission clause does two things.
First, it states that if you buy a business the broker introduced you to, a fee is payable on completion. Second — and this is the part people miss — it includes a non-circumvention provision. That means you agree not to bypass the broker and approach the seller directly to close the same deal privately.
The two work together. Without the second, the first is meaningless.
Why brokers won't remove it
The honest reason is that brokers have been burned, repeatedly.
Think about what actually happens when you sign. You receive the seller's financial statements. The exact location. The trade licence. The lease terms. Staff numbers. In many cases the trade name, which until that moment was confidential even from the business's own employees.
That information is the broker's entire product. Once it's handed over, it can't be taken back. A buyer who signs an NDA, collects the pack, and then walks into the shop to negotiate directly with the owner has taken everything of value and paid nothing for it.
This is not a hypothetical. It is common enough that no established broker in the UAE will release a full information pack without that clause in place. If one offers to, ask yourself what else they are cutting corners on.
When you actually pay
This is the part that resolves most of the objection, and it is worth being precise about it.
The fee is only payable if a transaction completes.
You can sign the NDA, review five businesses, visit three of them, make an offer on one, and walk away from all of them. You owe nothing. There is no retainer, no viewing fee, no charge for the information pack.
The fee is triggered by a completed purchase and nothing else.
It usually covers more than one business
Buyers often assume the NDA applies only to the listing in front of them. In most cases it doesn't — it covers every business that broker introduces you to.
This is deliberate, and it works in your favour more than you'd expect. It means you sign once and can then be shown the broker's whole portfolio, including off-market opportunities that are never advertised, without stopping to paper each one individually.
Check the wording, though. Know whether you are signing for one business or for an ongoing relationship, because the two are different commitments.
What the rate looks like in Dubai
Broker commission on UAE business sales generally sits around 10%, and it is common for it to be charged to both the buyer and the seller. On larger transactions there is normally room to negotiate — above roughly AED 5 million, most brokers will discuss the percentage.
Some will also work on a range rather than a fixed figure, with the rate depending on the size and complexity of the deal.
What is worth understanding is where that fee goes. It is not a finder's fee for sending you a link. It covers sourcing and vetting the business, verifying that the seller is genuine and the licence is clean, holding the deposit, managing the negotiation between two parties who often have never met, and shepherding the transfer through DED. On a deal that goes wrong, that work is the difference between losing your money and not.
What to check before you sign
Rather than asking for the clause to be deleted — which will not happen — look at these instead:
- What triggers the fee. It should be a completed transaction, not an introduction or a viewing.
- The percentage, and whether it changes on larger deals.
- How long the clause runs. Most NDAs have a defined period.
- How many businesses it covers — that one listing, or everything the broker shows you.
- What happens if you walk away. The answer should be: nothing.
- Whether the seller is also paying. It is normal in the UAE for both sides to pay; you are entitled to know.
If a broker will not answer these plainly, that tells you something useful.
The reasonable way to look at it
A commission clause is not a trap. It is the mechanism that makes confidential business sales possible at all.
Sellers will not hand over real financials to strangers without protection. Brokers will not spend months sourcing and vetting businesses without a way to get paid. Remove the clause and the whole market reverts to what it looked like before brokers existed: sellers advertising publicly, staff and competitors finding out, and buyers sorting genuine opportunities from time-wasters on their own.
Negotiate the rate. Question the terms. Understand what you are agreeing to. But a broker who insists on that clause is not being difficult — they are running their business properly.
FAQs
Do buyers pay commission when buying a business in Dubai?
Often, yes. It is standard in the UAE for commission to be charged to both the buyer and the seller. The rate is typically around 10%, with room to negotiate on larger transactions.
Can I ask the broker to remove the commission clause?
You can ask, but no established broker will agree. The clause is what protects them once confidential information has been released. Negotiating the rate is far more realistic than removing the clause.
What happens if I sign the NDA but don't buy anything?
Nothing. You owe no fee. The commission is triggered only by a completed purchase.
Does the NDA cover just one business or all of them?
It depends on the wording, but most broker NDAs cover every business that broker introduces you to. Check before signing so you know what you are agreeing to.
What is a non-circumvention clause?
It is the provision that stops you approaching the seller directly to close the same deal privately after the broker has introduced you and shared confidential details.
Is the commission negotiable?
On larger deals, usually. Most brokers in Dubai will discuss the percentage on transactions above around AED 5 million.
When exactly is the commission paid?
Normally on the day of transfer, when ownership of the licence changes hands.
Call to Action
Looking to buy a business in Dubai and want the process explained properly before you sign anything? Speak to BFS. We will walk you through the NDA line by line and answer every question before you commit to anything.
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