Commercial contracts in Morocco: a comprehensive guide for 2026

Commercial contract law in Morocco rests on a dual legislative foundation. The first pillar is the Dahir of Obligations and Contracts (DOC), promulgated on 12 August 1913, which constitutes the general law of obligations in Morocco. This century-old text, inspired by French law and adapted to Moroccan realities, governs the conditions of formation, validity, and performance of all contracts, including commercial ones. The second pillar is the Commercial Code, promulgated by Dahir No. 1-96-83 of 1 August 1996, which sets specific rules for commercial acts and traders.

The interplay between these two texts is fundamental. The DOC applies on a supplementary basis when the Commercial Code does not provide a specific provision. Thus, the general conditions of contract validity (consent, capacity, object, cause) fall under Articles 2 to 65 of the DOC, while rules specific to commercial contracts (evidence, joint liability, limitation periods) are set out in the Commercial Code. This normative duality requires practitioners to have thorough command of both texts to draft legally sound contracts.

Over the decades, the Moroccan legislator has enriched this framework with special laws governing particular types of commercial contracts. Law No. 53-05 on the electronic exchange of legal data, promulgated in 2007, laid the foundations for the legal recognition of contracts concluded electronically. Law No. 31-08 on consumer protection introduced mandatory provisions in contracts between professionals and consumers. Law No. 17-97 on industrial property governs clauses relating to patents, trademarks, and technology transfers in commercial contracts.

In 2026, the Moroccan contractual landscape is also marked by the rise of commercial arbitration, encouraged by Law No. 08-05 on arbitration and conventional mediation. An increasing number of Moroccan and foreign companies favour arbitration clauses referring to institutional arbitration, particularly at the Casablanca International Mediation and Arbitration Centre (CIMAC) or the International Chamber of Commerce (ICC). This trend reflects the desire of economic actors for a faster and more confidential dispute resolution method than state courts.

Drafting a solid commercial contract in Morocco requires the inclusion of essential clauses that frame the parties' obligations and anticipate performance difficulties. The object clause precisely defines the services expected of each party. It must be sufficiently detailed to avoid ambiguity while remaining flexible enough to adapt to foreseeable developments. For the supply of goods, it specifies the nature, quality, quantity, and technical specifications. For services, it details the scope, deliverables, and acceptance criteria.

The price clause is one of the most sensitive elements of a commercial contract. The price must be determined or determinable. Article 487 of the DOC requires that the price be set by mutual agreement or established by reference to objective elements (market rates, published tariffs, indexation). For contracts with successive performance, it is prudent to include a price revision clause incorporating indexation mechanisms tied to inflation or raw material costs. Payment terms (deadlines, methods, late payment penalties) deserve particular attention in the Moroccan context where inter-company payment delays constitute a major issue.

The duration and termination clause determines the contract's timeline and exit conditions. A fixed-term contract ends at its expiry without the need for notice, unless there is an automatic renewal clause. An indefinite-term contract may be terminated at any time by either party, subject to reasonable notice. The early termination clause must be carefully drafted, distinguishing termination for breach (with prior formal notice and a cure period) from termination for convenience (with notice and possibly a termination indemnity).

The force majeure clause releases the parties from their obligations in the event of an unforeseeable, irresistible, and external event. Article 268 of the DOC provides that no damages are due when the debtor proves that non-performance results from a cause that cannot be attributed to them. However, it is recommended to contractually define the events constituting force majeure (natural disasters, pandemics, wars, government decisions), their effects (suspension or termination), and the parties' obligations during the force majeure period (notification, mitigation measures).

Commercial dispute resolution in Morocco may follow the judicial or alternative route. The judicial route falls under the commercial courts, created by Law No. 53-95 of 6 January 1997. These specialised courts have jurisdiction over commercial disputes exceeding 20,000 dirhams, as well as corporate insolvency matters. They are present in Morocco's main cities: Casablanca, Rabat, Marrakech, Fez, Tangier, Agadir, Oujda, and Meknes.

Commercial arbitration has become a preferred option for resolving commercial disputes in Morocco, particularly in international contracts. Law No. 08-05 of 30 November 2007, incorporated into the Code of Civil Procedure, sets the legal framework for domestic and international arbitration. The arbitration clause, by which the parties agree to submit future disputes to arbitration, must be in writing and specify the applicable arbitration rules, the number of arbitrators, the language of arbitration, and the seat. Morocco is also a party to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

Conventional mediation, promoted by the same Law No. 08-05, offers a third option: the parties call upon a mediator to help them find an amicable solution. The mediator has no decision-making power, unlike an arbitrator. Mediation has the advantage of being confidential, fast, and less costly than arbitration or court proceedings. It is particularly suited to commercial disputes where the parties wish to preserve their business relationship.

The choice between an arbitration clause and a jurisdiction clause depends on several factors: the nature of the contract, the value of the potential dispute, the parties' nationalities, and the need for confidentiality. In international contracts, arbitration is generally preferred as it offers institutional neutrality and easier enforcement of awards in countries that are signatories to the New York Convention. In low-value domestic contracts, a jurisdiction clause in favour of the commercial court is often more economical.

Drafting a commercial contract in Morocco requires a methodical and rigorous approach. The first principle is clarity: each clause must be written in precise language, without ambiguity, avoiding excessive jargon. Technical terms must be defined in a definitions article at the beginning of the contract. Each party's obligations must be formulated affirmatively and measurably, using performance indicators where relevant.

The confidentiality clause is essential in most commercial contracts. It must precisely define confidential information, the persons authorised to access it, the duration of the confidentiality obligation, and the penalties for breach. Under Moroccan law, breach of professional secrecy is criminally sanctioned by Article 446 of the Penal Code, but the contractual clause allows for specific civil remedies and an adapted evidentiary regime.

The post-contractual non-compete clause must be drafted carefully in Morocco. Moroccan case law requires it to be limited in time, space, and scope of activity. A clause that is too broad will be declared null by the court, which has the power to reduce it to reasonable proportions. Unlike French law, Moroccan law does not systematically require financial consideration for non-compete clauses in commercial contracts, but the presence of such consideration strengthens the clause's validity.

Finally, the penalty clause (Articles 263 to 266 of the DOC) allows the advance fixing of damages for non-performance or delay. In Morocco, the court has the power to moderate the penalty clause: it may reduce it if deemed excessive, or increase it if considered manifestly derisory. Article 264 of the DOC specifies that damages must only cover what is an immediate and direct consequence of non-performance. The penalty clause is a powerful tool but must be realistically calibrated to survive judicial review.