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

A reseller agreement is the contract that lets one business buy a supplier's products or services and sell them on to its own customers. In Kenya there is no single statute for reseller contracts. They rest on general contract law, with competition rules, intellectual property law and tax all shaping the deal. This guide sets out the clauses that matter and the local law behind them. It is written for suppliers, resellers and their legal teams. It is general guidance, not legal advice, and you should confirm the current position with a qualified Kenyan advocate. ## What a reseller agreement does A reseller buys from the supplier and sells to end customers in its own name and for its own margin. This is different from an agent, who sells on the supplier's behalf and binds the supplier. The contract must fix which model applies, because it decides who holds the customer relationship, the credit risk and the liability. The core terms cover what the reseller may sell, where, with what pricing freedom, and on what conditions. ## 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 offer, acceptance, consideration and intention are needed.

• Competition Act 2010 (No. 12 of 2010). This is the key statute for reseller deals. It restricts restrictive trade practices, including certain exclusivity and resale price arrangements, and is enforced by the Competition Authority of Kenya. Resale price maintenance and territorial restraints need care.
• Copyright Act and trademark law. If the reseller uses the supplier's brand, software or content, the agreement must grant a limited licence and protect the supplier's intellectual property.
• Consumer protection. The Consumer Protection Act 2012 shapes terms for sales to consumers, including how far liability can be limited.
• Tax. Value Added Tax applies at 16% to most goods and services, including digital services, so the agreement should state pricing clearly and say who accounts for VAT.
• Dispute resolution. Kenyan-facing deals usually choose Kenyan law and either the courts or arbitration under the Arbitration Act 1995. ## Key clauses to include ### Appointment and territory State what the reseller is appointed to sell, in which territory, and whether the appointment is exclusive or non-exclusive. Exclusivity and territory limits should be drafted with the Competition Act 2010 in mind. ### Pricing, discounts and margin Set the supplier's prices to the reseller and the discount structure. Be careful about dictating the resale price to end customers, which can raise competition concerns. ### Orders, payment and delivery Cover how orders are placed and accepted, payment terms, currency, VAT, and delivery or provisioning, with credit limits to protect the supplier. ### Reseller obligations Set minimum commitments, marketing duties and brand standards. A reseller usually has no authority to bind the supplier, so say so clearly. ### Intellectual property and brand use Grant a limited, revocable licence to use the supplier's trademarks and materials for resale only, with quality controls to protect the brand. ### Warranties, liability and indemnities Set out product warranties, who handles support and returns, and a sensible limitation of liability. Remember consumer protection rules limit exclusions for consumer sales. ### Compliance Include anti-bribery, data protection (the Data Protection Act 2019 applies if personal data is shared) and a duty to follow applicable law. ### Term, termination and post-termination State the term, renewal, termination rights and notice, and what happens afterwards: run-off of existing orders, return of materials and end of brand use. ## A simple structure to follow 1. Parties and definitions

2. Appointment, territory and exclusivity
3. Products and ordering
4. Pricing, discounts, payment and VAT
5. Reseller obligations and brand use
6. Intellectual property
7. Warranties, support, liability and indemnities
8. Compliance (competition, anti-bribery, data protection)
9. Term, termination and post-termination
10. Governing law and dispute resolution ## Common mistakes to avoid - Blurring reseller and agent, so it is unclear who the end customer contracts with.

• Fixing the resale price or imposing territorial restraints without checking the Competition Act 2010.
• No brand or IP licence, or one with no quality controls.
• Silence on VAT and currency.
• No clear exit, so brand use and stock keep running after termination. ## Keeping the agreement in one place A reseller agreement keeps generating obligations after signing: minimum commitments to track, renewal and termination dates to diarise, brand-use rules to enforce and pricing reviews to run. These slip when the signed contract sits in a folder and the obligations live in people's heads. The idea behind a single AI contract workspace is to hold the agreement and its duties together: draft the contract, review its clauses and risk, and track renewal dates, minimums 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.