Terms of reference (TOR); is one of the main procedures in international commercial arbitration. It plays an important role in the arbitration process, in which it determines all the contents of the process; as language, place of arbitration, terms and means of notifications. Simply we can say that terms of reference represents the scope of arbitration mission, or the executive agreement of arbitration, and this show the difference between arbitration agreement and terms of reference, which many of legal persons as lawyers , judges, arbitrators, do not distinct between the both, and get enough only by arbitration agreement, and ignore terms of reference.

Lack of this procedure leads important legal implications; the most serious one is the nullification of the whole arbitration process, which stated in New York convention on the recognition and enforcement of foreign arbitral awards, and most of comparative laws. This result assured in cassation judgments in UAE and Egypt.