Master Services Agreement in Kenya: Template, Key Clauses and Local Law (2026)

A master services agreement (MSA) is the umbrella contract that sets the legal terms for an ongoing services relationship, so that individual projects can be ordered quickly through statements of work (SOWs) without renegotiating everything each time. In Kenya the MSA is governed by general contract law, with the Data Protection Act 2019, competition rules and the tax position shaping specific clauses. This guide sets out what belongs in an MSA and the local law behind it. It is written for buyers, suppliers and their legal teams. It is general guidance, not legal advice, and you should confirm the current position with a qualified Kenyan advocate. ## What an MSA is and why it is used An MSA separates the legal framework from the project detail. The MSA is signed once and covers the terms that rarely change: payment, liability, intellectual property, confidentiality, data protection and dispute resolution. Each piece of work then gets its own SOW, which plugs into the MSA and carries the scope, timeline and price. The benefit is speed and consistency. Once the MSA is agreed, new projects need only a short SOW, and the legal position is already settled. ## The law that applies in Kenya - Law of Contract Act (Cap 23). This Act applies the English common law of contract in Kenya, with modifications. So the familiar rules of offer, acceptance, consideration and intention apply, and certain contracts, such as guarantees, must be in writing and signed.

• Data Protection Act 2019 (No. 24 of 2019). If the services involve personal data, this Act applies, enforced by the Office of the Data Protection Commissioner (ODPC). The Data Protection (General) Regulations 2021 require a written contract between a data controller and a data processor and set out the processor's obligations.
• Competition Act 2010. Restrictive terms, such as exclusivity or non-compete arrangements, should be checked against this Act, which the Competition Authority of Kenya enforces.
• Copyright Act. Deliverables such as software, designs and reports are protected by copyright, so ownership of created intellectual property must be clear.
• Tax. Value Added Tax applies at 16% to most services. Non-resident suppliers of digital services to Kenyan customers must register and account for VAT, and a separate significant economic presence tax applies to some non-resident income, so pricing and tax responsibility should be spelled out. ## Key clauses to include ### Structure and statements of work State that the MSA is the framework and that services are ordered through SOWs. Include an order-of-precedence clause saying which document wins if the MSA and an SOW conflict. ### Services and standards Set the general standard of service, such as reasonable skill and care, and let each SOW define the specific work. ### Fees and invoicing Cover how fees are set in SOWs, invoicing, payment terms, VAT and any withholding tax. ### Intellectual property Say who owns deliverables and pre-existing materials, and grant any licences needed to use them. ### Confidentiality Protect each side's confidential information and set how long the duty lasts. ### Data protection If personal data is processed, include or attach data protection terms meeting the Data Protection Act 2019 and the 2021 Regulations, including the required controller-to-processor terms. ### Warranties, indemnities and liability Include service warranties, indemnities for key risks, and a clear limitation of liability with a cap and exclusions of indirect loss. ### Term, termination and insurance State the term, renewal, termination rights and notice, what happens to open SOWs on termination, and any insurance the supplier must carry. ### Governing law and disputes Kenyan-facing deals usually choose Kenyan law and either the courts or arbitration under the Arbitration Act 1995. ## A simple structure to follow 1. Parties and definitions

2. Structure: MSA and SOWs, order of precedence
3. Services and standards
4. Fees, invoicing, VAT and withholding tax
5. Intellectual property
6. Confidentiality
7. Data protection
8. Warranties, indemnities and limitation of liability
9. Term, termination and insurance
10. Governing law and dispute resolution ## Common mistakes to avoid - No order-of-precedence clause, so an SOW and the MSA conflict with no tie-breaker.

• Putting project detail in the MSA, which defeats the point of a framework.
• Leaving out data protection terms the 2021 Regulations require.
• An uncapped or silent liability position.
• Not saying what happens to live SOWs when the MSA ends. ## Keeping the agreement in one place An MSA is a living framework. It spawns SOWs, renewal dates, liability caps and data obligations that all need tracking, and the current version has to be the one people rely on. This gets hard when the MSA, its SOWs and the obligations inside them live in different tools. The idea behind a single AI contract workspace is to hold the MSA and its SOWs together: draft and review each document, link SOWs to the master agreement, and track renewal dates and obligations in one place rather than across email and spreadsheets. Adira is one such workspace. It is built around Indian corporate law first, and support for other jurisdictions, including Kenya, is on its roadmap, so treat the local-law points above as a starting position to confirm with a qualified Kenyan advocate.