What changed, and when
Federal Decree-Law No. 25 of 2025 replaced the Civil Transactions Law of 1985 and has been in force since 1 June 2026. It is a recodification rather than an amendment, and the parts that reach commercial drafting soonest are the ones governing how a contract is negotiated rather than how it is performed.
This note is a first read. It reports what practitioners have published about the new articles and attributes it; it does not set out the statutory text, which is not reproduced here.
Good faith, and a duty to tell
Two articles are reported to govern the conduct of a negotiation. The first requires good faith throughout, and makes negotiating in bad faith compensable in actual damages, with the deliberate withholding of material information named as bad faith. The second requires each party to take care in supplying information relating to the negotiation and the intended contract, and is reported to render void any provision that limits that duty.1
The second is the one that reaches into forms already in use. A duty that cannot be limited by agreement is a duty that survives the clause drafted to limit it.
What it means for an entire agreement clause
Entire agreement and no-reliance wording has long been used to fix the boundary of what a counterparty may later complain about. If the duty to disclose is statutory and cannot be contracted out of, that boundary is no longer where the drafting puts it, and a clause written to close the question does not close it.
The response is not a better exclusion clause. It is a record: what was asked, what was provided, and when. A disclosure log kept during negotiation is worth more than a recital drafted after it.
What we are not saying
The official text has not been read for this note, and the article numbers above come from published commentary rather than from the statute. Before any of this is relied on for a particular contract, the articles should be read in the official text and the position confirmed.