Copyright Assignment (Kenya)
COPYRIGHT ASSIGNMENT
Copyright Act No. 12 of 2001 (Section 30) | Law of Contract Act (Cap. 23)
Date of Assignment: [Assignment Date]
PARTIES
ASSIGNOR: [Assignor Name] (NIC/BRS: [Assignor NIC/BRS]) of [Assignor Address] (the "Assignor")
ASSIGNEE: [Assignee Name] (NIC/BRS: [Assignee NIC/BRS]) of [Assignee Address] (the "Assignee")
RECITALS
A. The Assignor is the author and sole owner of the copyright work described below (the "Work").
B. The Assignee wishes to acquire ownership of the copyright in the Work, and the Assignor wishes to assign the copyright on the terms set out in this Assignment.
C. The parties agree to enter into this Copyright Assignment under Section 30 of the Copyright Act No. 12 of 2001 and the Law of Contract Act (Cap. 23) of Kenya.
1. DESCRIPTION OF THE WORK
1.1 Title of Work: [Work Title]
1.2 Nature of Work: [Work Type]
1.3 Date of Creation: [Work Creation Date]
1.4 KECOBO Registration Number (if applicable): [KECOBO Registration Number]
1.5 Description: [Work Description]
2. ASSIGNMENT OF COPYRIGHT
2.1 In consideration of the payment of [Consideration Amount] (the receipt and sufficiency of which the Assignor hereby acknowledges), the Assignor hereby assigns to the Assignee, with full title guarantee, all copyright and other intellectual property rights in and to the Work.
2.2 Scope of assignment: [Assignment Scope].
2.3 Specific rights description (where applicable): [Specific Rights Description]
2.4 This assignment includes the right to reproduce, publish, distribute, broadcast, adapt, translate, create derivative works from, and commercially exploit the Work in all media, formats, and technologies now known or hereafter invented, subject to the scope set out in clause 2.2.
2.5 Following this assignment, the Assignor retains no economic rights in the Work within the scope assigned.
3. WARRANTIES BY THE ASSIGNOR
3.1 The Assignor warrants and represents to the Assignee that:
(a) The Assignor is the sole and unencumbered owner of the copyright in the Work;
(b) The Work is original and does not infringe the copyright, trademark, or any other intellectual property right of any third party;
(c) The copyright in the Work has not been previously assigned, exclusively licensed, or charged to any third party;
(d) There are no pending claims, disputes, or proceedings before the High Court of Kenya or the Kenya Copyright Board (KECOBO) affecting the copyright; and
(e) The Assignor has full legal capacity and authority to enter into this Assignment.
4. MORAL RIGHTS
4.1 Moral rights waiver: [Moral Rights Waiver].
4.2 To the extent that the Assignor has indicated a waiver of moral rights above, the Assignor hereby irrevocably waives, to the fullest extent permitted by Section 32 of the Copyright Act No. 12 of 2001, all moral rights in the Work — including the right of attribution and the right to object to derogatory treatment — in favour of the Assignee and any person authorised by the Assignee.
4.3 Nothing in this clause prevents the Assignee from identifying the Assignor as the original creator of the Work at its sole discretion.
5. FURTHER ASSURANCE
5.1 Further assurance obligation: [Further Assurance].
5.2 Where the Assignor has agreed to further assurance, the Assignor shall, at the Assignee's reasonable request and cost, execute any further documents and take any further steps necessary to perfect the assignment, register it with the Kenya Copyright Board (KECOBO), or enforce the Assignee's rights against third parties.
6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Assignment shall be governed by and construed in accordance with the laws of Kenya, including the Copyright Act No. 12 of 2001, the Law of Contract Act (Cap. 23), and the Arbitration Act No. 4 of 1995 (revised 2022).
6.2 Dispute resolution: [Dispute Resolution].
IN WITNESS WHEREOF the parties have executed this Copyright Assignment on the date first written above.
Assignor
________________
Signature
Assignee
________________
Signature
Witness
________________
Signature
What Is a Copyright Assignment (Kenya)?
A Copyright Assignment in Kenya conveys a defined interest from the assignor to the assignee and fixes the effect of that transfer.
Section 30 of the Copyright Act No. 12 of 2001 requires that an assignment of copyright be in writing and signed by the assignor or their authorised agent to be effective. An oral assignment of copyright is not recognised under Kenyan law, and a purported assignment not reduced to writing will not transfer ownership — the original creator will retain copyright ownership regardless of any oral agreement or payment. Section 2 of the Copyright Act defines 'assignment' as the transfer of copyright or any of the exclusive rights comprised in copyright.
Copyright in Kenya arises automatically upon the creation of an original work — no registration is required for copyright to subsist. Protected works under the Copyright Act No. 12 of 2001 include: literary works (books, articles, computer programs, databases, lectures); musical works; artistic works (paintings, drawings, sculptures, photographs, architectural drawings); audiovisual works (films, television programmes); sound recordings; and broadcasts. Section 22 of the Copyright Act establishes that copyright vests in the author — the natural person who created the work — unless the work was created in the course of employment, in which case copyright belongs to the employer under Section 24, or pursuant to a commissioning agreement where the parties have agreed otherwise.
The Kenya Copyright Board (KECOBO), established under Section 3 of the Copyright Act No. 12 of 2001, is the statutory body responsible for administering copyright law in Kenya. KECOBO manages the voluntary copyright registration and deposit scheme, licenses and supervises Collective Management Organisations (CMOs) — such as the Music Copyright Society of Kenya (MCSK) and the Performers Rights Society of Kenya (PRISK) — and enforces copyright law against infringement. While copyright registration with KECOBO is not compulsory for copyright to subsist, registration creates a rebuttable presumption of ownership and supports enforcement.
A Copyright Assignment must be distinguished from a Copyright Licence. An assignment permanently and irrevocably transfers ownership of the copyright to the assignee — the assignor no longer owns the copyright after the assignment (unless the assignment is limited in term or territory). A licence, by contrast, grants the licensee permission to use the copyright work in specified ways while the licensor retains ownership. In commercial practice, assignments are used when a creator wishes to fully divest themselves of a work in exchange for a lump-sum payment — for example, a freelance graphic designer assigning the copyright in a logo design to the commissioning company. Licences are used when the creator wishes to retain ownership while granting usage rights — for example, a music publisher licensing a song for use in a television commercial for a defined period.
Beyond economic rights, the Copyright Act No. 12 of 2001 recognises moral rights under Section 32 — the right of the author to be identified as the creator (right of attribution) and the right to object to derogatory treatment of the work (right of integrity). Moral rights cannot be assigned but may be waived by the author in writing. A well-drafted Copyright Assignment should address whether the assignor waives their moral rights to the extent permitted by law.
When Do You Need a Copyright Assignment (Kenya)?
A Kenya Copyright Assignment is required in the following circumstances.
A Copyright Assignment is required when a company or individual has commissioned a freelance creator — a graphic designer, software developer, content writer, photographer, or illustrator — to create original work and wishes to own the copyright in that work outright, rather than merely licensing it. Under Section 22 of the Copyright Act No. 12 of 2001, copyright in a commissioned work vests in the author (the freelancer) unless the parties expressly agree otherwise in writing. Without a signed Copyright Assignment, the commissioning party holds only a licence to use the work, not ownership.
A Copyright Assignment is needed when a company acquires a business — through a business sale agreement or asset purchase agreement — and the intellectual property assets of the target business include copyright works such as software code, marketing materials, manuals, databases, or website content. A Copyright Assignment is required to formally transfer ownership of those copyright assets to the acquiring company.
A Copyright Assignment is required when a startup or technology company raising investment capital needs to confirm that all copyright in its software, platform, or content has been assigned from the individual founder-developers to the company entity registered with the Business Registration Service (BRS). Investors and venture capital funds conducting due diligence will require evidence of proper copyright ownership in the company's name, not in the names of individual founders.
A Copyright Assignment is needed when an author, musician, or artist wishes to sell the full economic rights in their creative works to a publisher, record label, film production company, or other media entity for a lump-sum payment, granting the assignee the right to reproduce, distribute, and commercially exploit the works globally.
A Copyright Assignment is required when an employee who created valuable copyright works outside the scope of their employment (on personal time, using personal resources) assigns those works to their employer as part of a commercial arrangement — since Section 24 of the Copyright Act does not automatically vest copyright in the employer for works created outside employment duties.
A Copyright Assignment is needed in litigation settlement agreements where one party agrees to transfer copyright ownership to the other party as part of the terms of settlement of a copyright infringement dispute before the High Court of Kenya or KECOBO.
What to Include in Your Copyright Assignment (Kenya)
A Kenya Copyright Assignment under Section 30 of the Copyright Act No. 12 of 2001 must contain the following essential provisions to be legally effective and commercially sound.
Parties: Full legal names of the assignor (current copyright owner) and the assignee (new owner), with their respective National Identity Card (NIC) numbers or BRS Registration Numbers (for companies), KRA PINs, and registered addresses in Kenya.
Description of the Work: A precise description of the copyright work being assigned — the title (if any), the nature of the work (literary, artistic, musical, audiovisual, software), the date of creation, and any registration number issued by the Kenya Copyright Board (KECOBO). The description must be specific enough to identify the work unambiguously.
Scope of Assignment: Whether the assignment covers all economic rights in the work globally and in perpetuity, or is limited in scope — for example, limited to a specific territory (Kenya only), a specific medium (print rights only), or a limited term. Section 30 of the Copyright Act No. 12 of 2001 permits partial assignments limited by territory, medium, or duration. A total, unconditional global assignment in perpetuity gives the assignee the broadest possible rights.
Consideration: The monetary payment (in KES) or other valuable consideration given by the assignee to the assignor in exchange for the copyright assignment. If no monetary consideration is given, the assignment should state this expressly (nominal consideration of KES 100 is commonly used in commercial practice to satisfy the requirement for consideration under the Law of Contract Act Cap. 23).
Warranty of Title and Non-Infringement: A warranty by the assignor that: (a) the assignor is the sole and unencumbered owner of the copyright in the work; (b) the work does not infringe the copyright, trademark, or any other intellectual property right of any third party; (c) the work has not been previously assigned or exclusively licensed to any third party; and (d) there are no pending claims, proceedings, or disputes affecting the copyright. A breach of warranty entitles the assignee to damages under Kenyan law.
Moral Rights Waiver: A waiver by the assignor of their moral rights (right of attribution and right of integrity) under Section 32 of the Copyright Act No. 12 of 2001, to the extent permitted by law. Moral rights cannot be assigned outright, but the assignor can agree not to exercise them against the assignee or any person authorised by the assignee.
Further Assurance: An obligation on the assignor to execute any further documents or take any further steps reasonably required by the assignee to perfect the assignment or register it with the Kenya Copyright Board (KECOBO) or any other relevant authority.
Governing Law and Dispute Resolution: The assignment is governed by the laws of Kenya, including the Copyright Act No. 12 of 2001, the Law of Contract Act (Cap. 23), and the Arbitration Act No. 4 of 1995 (revised 2022). Disputes may be referred to the High Court of Kenya (Intellectual Property Division) or to the Nairobi Centre for International Arbitration (NCIA).
Forms-legal.com provides this Kenya Copyright Assignment as a starting template for creators, businesses, and legal practitioners — KECOBO recommends that assignments involving significant commercial value be reviewed by an Advocate of the High Court of Kenya with intellectual property expertise.
Additional compliance elements for a Copyright Assignment (Kenya) used in Kenya include: Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Forms-legal.com provides this template as a starting point for Kenya-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
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title = {Copyright Assignment (Kenya) (Kenya)},
year = {2026},
howpublished = {\url{https://forms-legal.com/kenya/business/intellectual-property/copyright-assignment-kenya}},
note = {Free legal document template}
}Also available for these jurisdictions:
Frequently Asked Questions
Registration of a copyright assignment with the Kenya Copyright Board (KECOBO) is not mandatory for the assignment to be legally effective between the parties. Under Section 30 of the Copyright Act No. 12 of 2001, the only formal requirement for a valid copyright assignment is that it must be in writing and signed by the assignor or their authorised agent. However, voluntary registration of the assignment with KECOBO is strongly advisable for several practical reasons. First, registration creates a publicly accessible record of the assignee's ownership, which simplifies enforcement against infringers and provides evidence of title in litigation before the High Court of Kenya. Second, registration protects the assignee against a fraudulent assignor who attempts to make a second assignment of the same work to a different third party — a registered assignee has stronger priority claims. Third, registration is often required by financial institutions, investors, and business counterparties as evidence of clean ownership of copyright assets during due diligence for financing, mergers, and acquisitions. KECOBO's voluntary registration and deposit scheme is accessible through its offices in Nairobi and its website at www.copyright.go.ke. The Stamp Duty Act (Cap. 480) may impose a nominal stamp duty on instruments of assignment, payable to the Kenya Revenue Authority (KRA).
Under Section 24 of the Copyright Act No. 12 of 2001, copyright in a work created by an employee in the course of their employment belongs to the employer — not the employee — unless the employment contract specifies otherwise. This means that if a software developer employed by a technology company in Nairobi writes code as part of their job duties, the company automatically owns the copyright in that code without needing a separate assignment. Similarly, a graphic designer employed in a marketing agency who creates advertising artwork during working hours for the company's clients creates works whose copyright vests in the employer agency. The key qualifying phrase is 'in the course of employment' — if the employee creates a work on their own time, using their own resources, and outside the scope of their job duties, copyright remains with the employee. Employment contracts frequently include broad intellectual property assignment clauses requiring employees to assign all IP created during their employment to the employer, including works created outside working hours but related to the employer's business. Such clauses are generally enforceable under the Law of Contract Act (Cap. 23) if they are reasonable in scope and clearly communicated to the employee. A separate Copyright Assignment from the employee to the employer provides additional certainty for high-value works where the 'in the course of employment' question might be disputed.
Yes. Section 30 of the Copyright Act No. 12 of 2001 expressly permits partial assignments of copyright. A partial assignment may be limited in one or more of the following ways: (1) by territory — for example, assigning copyright for exploitation in Kenya only, while the assignor retains rights for the rest of the world; (2) by rights — for example, assigning only the reproduction and distribution rights while retaining the right to create adaptations or derivative works; (3) by medium — for example, assigning print publishing rights while retaining digital and audiovisual rights; and (4) by term — for example, assigning copyright for a period of 10 years, after which ownership reverts to the assignor (technically a time-limited licence, though Kenyan practice sometimes structures this as a partial assignment with reversion). Partial assignments are particularly common in the Kenyan publishing, music, and film industries, where creators wish to monetise specific exploitation channels while retaining ownership of other rights. A partial assignment must be precisely drafted to identify exactly which rights are being transferred and which are retained, to avoid ambiguity that could lead to disputes before the High Court's intellectual property jurisdiction or KECOBO.
Moral rights are personal rights of authors under Section 32 of the Copyright Act No. 12 of 2001 that exist separately from and independently of the economic rights in a copyright work. Kenyan copyright law recognises two primary moral rights: (1) the right of attribution — the author's right to be identified as the creator of the work and to have their name associated with the work when it is published, broadcast, or publicly performed; and (2) the right of integrity — the author's right to object to any distortion, mutilation, or other derogatory treatment of the work that would be prejudicial to the author's honour or reputation. Moral rights in Kenya cannot be assigned or sold — they are personal to the author and remain with them even after the economic rights are assigned to another person. However, an author may waive the exercise of their moral rights in writing — meaning they agree not to assert those rights against the assignee or any person authorised by the assignee. A well-drafted Copyright Assignment should include a moral rights waiver from the assignor to give the assignee maximum freedom to use the work without risk of the original author asserting their right of attribution or objecting to adaptations or modifications. Moral rights survive the death of the author and pass to their heirs under the Law of Succession Act (Cap. 160) for the remaining duration of copyright protection.
The duration of copyright protection in Kenya under the Copyright Act No. 12 of 2001 varies by the type of work. For literary, musical, and artistic works: copyright lasts for the lifetime of the author plus 50 years after death. For audiovisual works (films): 50 years from the date the work was first made available to the public with the consent of the copyright owner, or 50 years from the date of creation if not published. For sound recordings: 50 years from the date the recording was first published. For broadcasts: 50 years from the date of first broadcast. For works of joint authorship: the 50-year post-mortem period runs from the death of the last surviving author. For works owned by corporations (works made for hire or by employees): copyright lasts for 50 years from the date of creation or first publication, whichever is earlier. Kenya's 50-year post-mortem copyright term is shorter than the 70-year term adopted by the European Union and many common law countries — this is a deliberate policy choice. Upon expiry, works enter the public domain and may be used by anyone without permission or payment. KECOBO maintains records of copyright registrations and can advise on whether a specific work is still in copyright or has entered the public domain.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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