Most disputes over software projects are not really legal disputes. They are arguments about what "finished" meant, held by two parties who never wrote it down. A contract earns its keep by settling that in advance.
IP assignment, in writing, without conditions
The contract should assign intellectual property in the deliverables to you outright. Watch for two weaker forms: a licence rather than an assignment, and an assignment conditional on final payment. The second sounds fair and quietly means that any payment dispute becomes an ownership dispute.
Third-party components are the exception and should be listed. Open-source libraries are not being assigned to you and cannot be; what matters is that their licences permit your use.
Where the code lives while it is being written
This is the difference between a relationship you can leave and one you cannot. A vendor whose retention depends on you being unable to leave has an incentive problem that eventually shows up in the work.
Acceptance, defined against something
"Acceptance" is meaningless unless it points at a written scope. The contract should reference the scope document by name and date, and say what happens when something does not match it: a defined correction period, not a negotiation.
- What the scope document is, referenced explicitly
- How long you have to review a delivery before it is deemed accepted
- What counts as a defect versus a change request, since this is where most arguments start
- How change requests are priced, agreed in writing before the work happens
A holdback, released on acceptance
A percentage of the price retained until you accept the finished build is the single most effective clause available to a buyer. It costs the vendor nothing if the work is good, and it aligns the last mile of a project, which is exactly where attention usually drifts.
Twenty percent is a common figure and a reasonable one. A vendor who refuses any holdback at all is telling you something about how their projects end.
Exit, and what you get
State what happens if either side stops: what is handed over, in what condition, and within how long. If the repository is already yours and IP is already assigned, this clause is short. If it is long and complicated, that is a signal about the rest of the arrangement.
None of this is legal advice, and a UAE lawyer should review anything you sign. But a buyer who arrives with these four points already settled has removed the causes of most software disputes before they can start.