NDA in Kenya: Template, Key Clauses and Local Law (2026)

What is an NDA in Kenya, and what does the law require? A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract that binds one or both parties to keep shared information secret and to use it only for an agreed purpose. Kenya has no dedicated NDA statute. An NDA is governed by the general law of contract, built on the Law of Contract Act (Cap 23) and the common law. To be enforceable it must have the usual ingredients of a valid contract: offer and acceptance, consideration, an intention to create legal relations, capacity, certainty of terms, and a lawful object. A clear NDA between competent parties is enforceable in the Kenyan courts. Two local points shape a good Kenyan NDA. First, data protection. Kenya has a comprehensive data protection law, the Data Protection Act 2019, and the Constitution protects the right to privacy under Article 31. If the information shared includes personal data, for example customer, staff or financial records, the Act applies on top of the NDA, and a party that processes personal data for another takes on duties as a data processor, which can include acting only on instructions and keeping the data secure. A confidentiality clause does not replace those duties, so where personal data is involved the NDA should carry data protection wording or sit beside a data processing agreement. Second, restraint of trade. An NDA controls the use and disclosure of information. It does not, by itself, stop a person working in their field or using their general skill. To limit competition you need a separate non-compete, which the courts will only enforce so far as it is reasonable. This article is general information, not legal advice. Confirm the position with a Kenyan advocate before you rely on any clause. Last verified October 2026. ## A Kenya NDA template you can copy ```

NON-DISCLOSURE AGREEMENT This Agreement is made on [DATE] BETWEEN: [DISCLOSING PARTY NAME], [registration / ID number], of [address] ("Disclosing Party") AND [RECEIVING PARTY NAME], [registration / ID number], of [address] ("Receiving Party") 1. PURPOSE The parties wish to explore [state the purpose, e.g. a possible partnership] (the "Purpose") and will share confidential information only for that Purpose. 2. CONFIDENTIAL INFORMATION "Confidential Information" means all non-public information disclosed by the Disclosing Party, in any form, including [business plans, financials, customer data, technical material], and the existence and terms of this Agreement. 3. EXCLUSIONS Confidential Information does not include information that is or becomes public without breach, was already lawfully known to the Receiving Party, is independently developed without use of the Confidential Information, or is lawfully received from a third party free of any duty of confidence. 4. OBLIGATIONS The Receiving Party will keep the Confidential Information secret, use it only for the Purpose, and disclose it only to employees or advisers who need to know it and are under a like duty. 5. PERSONAL DATA Where Confidential Information includes personal data, the Receiving Party will process it only for the Purpose, apply appropriate safeguards, and comply with the Data Protection Act 2019. 6. COMPELLED DISCLOSURE If required by law or a court to disclose Confidential Information, the Receiving Party will, where lawful, give prompt notice so the Disclosing Party can seek protection. 7. RETURN OR DESTRUCTION On written request or when the Purpose ends, the Receiving Party will return or destroy the Confidential Information and confirm it in writing, subject to any legal retention duty. 8. TERM AND SURVIVAL This Agreement runs for [N] years. The duty of confidentiality survives for [N] years after it ends, and indefinitely for trade secrets. 9. NO LICENCE No intellectual property right or licence is granted by disclosure. The information is shared without warranty of accuracy. 10. REMEDIES The parties agree that damages may not be an adequate remedy and that the Disclosing Party may seek an injunction to restrain a breach. 11. GOVERNING LAW This Agreement is governed by the laws of Kenya. Signed: Disclosing Party: __________ Receiving Party: __________ Name / capacity / date Name / capacity / date

- **Definition and exclusions (clauses 2 and 3).** Define confidential information broadly, then add the standard carve-outs. The exclusions keep the clause reasonable and enforceable, and stop the receiving party being bound over information that was never really secret.
- **Need to know (clause 4).** Restrict onward sharing to people who must see the information and who are themselves under a duty of confidence. This is how the obligation works inside a company.
- **Personal data (clause 5).** This is the Kenyan overlay. If personal data is shared, the Data Protection Act 2019 applies regardless of the NDA. Add wording that the receiving party processes only for the purpose and with proper safeguards.
- **Term and survival (clause 8).** Separate the term of the sharing from the life of the duty. Genuine trade secrets can stay protected for as long as they remain secret.
- **Remedies (clause 10).** Kenyan courts can grant an injunction to restrain a breach. Recording that damages may be inadequate supports an urgent application. ## Red flags to watch for - **Using an NDA as a non-compete.** An NDA protects information, not market position. To stop competition you need a separate, reasonable restraint. A court will not stretch an NDA to do that work.
- **No exclusions.** A definition with no carve-outs is overbroad and invites a court to read it down.
- **Ignoring data protection.** Sharing personal data under a bare confidentiality clause can still breach the Data Protection Act 2019. Add the data protection wording.
- **One-sided when the flow is mutual.** If both sides will share, use a mutual NDA so the duties run both ways.
- **No end point for return or destruction.** Without clause 7 the receiving party can keep your information with no clear cut-off. ## A note on jurisdiction and current law A Kenyan NDA rests on the general law of contract, which gives parties wide freedom to agree their own terms, subject to legality and public policy. The local overlay is the Data Protection Act 2019 and the constitutional right to privacy, which apply wherever personal data is shared, plus the separate law on restraint of trade if you want to limit competition. Because the data protection duties and the reasonableness of any restraint turn on the facts, confirm the position with a Kenyan advocate before you rely on a clause. Adira is built around Indian corporate law first and is architected to expand. Deeper, verified Kenyan coverage, including data protection review, is on the roadmap rather than live today, so treat this template as a sound starting point and have local counsel check anything high-stakes. ## Where a contract workspace helps An NDA is usually the first document in a deal and rarely the last. It is followed by term sheets, the main agreement and, where personal data flows, a data processing agreement, and you often send slightly different NDAs to different counterparties. The work that outlasts the drafting is keeping those versions straight, remembering the purpose and term agreed with each party, and making sure the data wording matches the real data flow. Keeping the drafting, review and version history in one AI workspace tuned to how your company shares information means the definition, purpose and data protection wording stay consistent across every NDA, with edits made in plain language. [Adira](https://adiralaw.com) is one workspace built to work this way. The template above is enough to put a fair Kenyan NDA in place on its own. *This article is general information, not legal advice. Data protection duties and restraint of trade rules turn on the facts, so have a qualified Kenyan advocate review anything important. Last verified October 2026.*