Media Production Contract (Kenya)
MEDIA PRODUCTION CONTRACT
Copyright Act No. 12 of 2001 | Law of Contract Act Cap. 23
THIS MEDIA PRODUCTION CONTRACT is made on [Agreement Date]
BETWEEN:
(1) [Client Name] (BRS No.: [Client BRS Number]), of [Client Address] (the "Client"); and
(2) [Producer Name] (KFCB Licence No.: [KFCB Licence Number]), of [Producer Address] (the "Producer").
The Client and the Producer are together referred to as the "Parties".
1. SCOPE OF PRODUCTION
1.1 The Producer agrees to produce the following media production for the Client (the "Production"):
Title: [Production Title]
Type: [Production Type]
Description: [Production Description]
1.2 Final Deliverable Format: [Deliverable Format]
1.3 The Producer shall provide [Number of Edits] included in the fee.
2. PRODUCTION SCHEDULE
2.1 Pre-production shall commence on [Pre-Production Date].
2.2 Principal photography / recording shall take place on [Production Date].
2.3 The Producer shall deliver the final Production to the Client on or before [Delivery Date].
2.4 Time is of the essence in respect of the delivery date. Late delivery shall entitle the Client to a reduction in the production fee at a rate to be agreed by the Parties in writing.
3. FEES AND PAYMENT
3.1 The Client shall pay the Producer a total production fee of [Production Fee] (the "Production Fee") in accordance with the following schedule:
(a) Deposit: [Deposit Amount], payable on execution of this Agreement.
(b) Balance: [Balance Payment Trigger].
3.2 Withholding Tax: [WHT Arrangement], in accordance with Section 35 of the Income Tax Act Cap. 470.
3.3 Medical services are exempt from Value Added Tax under the Second Schedule to the Value Added Tax Act No. 35 of 2013. Where the Producer is VAT-registered for non-clinical supplies, VAT at 16% shall be charged separately.
3.4 All payments shall be made in Kenya Shillings (KES) by bank transfer or M-Pesa to the Producer's nominated account.
4. INTELLECTUAL PROPERTY
4.1 Copyright Ownership: [Copyright Ownership]. Any assignment of copyright shall be in writing and signed by the Producer as required by Section 35 of the Copyright Act No. 12 of 2001 and shall take effect upon receipt of the full Production Fee.
4.2 The Producer warrants that the Production (excluding Client-supplied materials) is original and does not infringe any third-party intellectual property rights.
4.3 Music Clearance: [Music Clearance]. Evidence of all synchronisation licences from the Music Copyright Society of Kenya (MCSK) and master use licences from the Kenya Association of Music Producers (KAMP) shall be provided to the Client before delivery of the Production.
4.4 KFCB Classification: [KFCB Classification], under the Films and Stage Plays Act Cap. 222B, before public exhibition of the Production.
5. WARRANTIES AND CONFIDENTIALITY
5.1 The Producer warrants that it holds a valid KFCB production licence and that all personnel engaged on the Production hold appropriate qualifications.
5.2 Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement, including the Production prior to its public release, and shall not disclose such information to any third party without prior written consent.
5.3 The Producer shall maintain professional indemnity insurance adequate to cover claims arising from breach of this Agreement.
6. DEFAULT AND TERMINATION
6.1 Either Party may terminate this Agreement on 14 days' written notice if the other Party materially breaches this Agreement and fails to remedy the breach within the notice period.
6.2 Upon termination by the Client for cause, the Client shall be entitled to a refund of the deposit and any payments made for work not yet delivered.
6.3 Upon termination by the Client for convenience (without cause), the Client shall pay the Producer for all work completed to the date of termination plus a kill fee equal to 20% of the remaining balance.
6.4 On termination, each Party shall return all materials and confidential information of the other Party.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1 This Agreement is governed by the laws of Kenya, including the Copyright Act No. 12 of 2001 and the Law of Contract Act Cap. 23.
7.2 Disputes shall be resolved by [Dispute Resolution], in [Governing County].
IN WITNESS WHEREOF, the Parties have signed this Agreement on the date first written above.
Client (Authorised Signatory)
________________
Signature
Producer (Authorised Signatory)
________________
Signature
Witness
________________
Signature
What Is a Media Production Contract (Kenya)?
A Media Production Contract in Kenya records the obligations the parties accept and the terms governing their arrangement.
The Kenya Film Classification Board (KFCB), established under the Films and Stage Plays Act Cap. 222, classifies and rates films and audio-visual content intended for public exhibition in Kenya. A Media Production Contract for commercial content must account for the KFCB classification process, and the contract should allocate responsibility for obtaining KFCB approval before public distribution. The KFCB Act Cap. 222B requires all locally produced films to be registered with the Board, and production companies operating in Kenya must hold a valid KFCB production licence.
The Communications Authority of Kenya (CA), established under the Kenya Information and Communications Act No. 2 of 1998, regulates broadcasting and digital content distribution. Where the media production is intended for broadcast on a licensed radio or television station, the broadcaster's licence conditions under the CA's Content Code must be observed. The CA's Content Standards Regulations govern content standards for broadcast media, and a Media Production Contract for broadcast content should address compliance with these regulations.
The Kenya Revenue Authority (KRA) treats production fees as business income subject to Corporate Tax at 30% for resident companies or Withholding Tax at rates prescribed under the Income Tax Act Cap. 470. Where the commissioning party pays a production company fees exceeding KES 24,000 per annum, Withholding Tax at 5% applies under Section 35 of the Income Tax Act Cap. 470 on payments to resident persons for services rendered. The Value Added Tax Act No. 35 of 2013 imposes VAT at 16% on taxable supplies of services, meaning VAT-registered production companies must charge VAT on their production fees.
The Music Copyright Society of Kenya (MCSK), the Kenya Association of Music Producers (KAMP), and the Performers Rights Society of Kenya (PRISK) collectively manage neighbouring rights and mechanical rights for music incorporated into media productions. A Media Production Contract that involves the synchronisation of existing music must address music clearance obligations and specify which party bears the cost of synchronisation licences obtained from MCSK or directly from rights holders.
When Do You Need a Media Production Contract (Kenya)?
A Media Production Contract in Kenya is required whenever a commissioning client engages a production company, freelance director, videographer, or content creator to produce media content for commercial, educational, governmental, or artistic purposes where questions of intellectual property ownership, deliverables, payment milestones, and regulatory compliance must be resolved in advance.
A Media Production Contract is needed when a Kenyan corporation commissions a production house to create a television commercial for broadcast on Citizen TV, NTV Kenya, or KTN Home. Without a written contract, the production company retains copyright in the footage under Section 26 of the Copyright Act No. 12 of 2001, and the corporation cannot lawfully broadcast the content without a licence from the production company.
A Media Production Contract is required when a government ministry or county government commissions a documentary or public service announcement. The Public Procurement and Asset Disposal Act No. 33 of 2015 requires public entities to award production contracts through a competitive procurement process, and the written contract must comply with Public Procurement Regulatory Authority (PPRA) standard tender document requirements.
A Media Production Contract is needed when a music label or individual artist engages a recording studio and producer to record an album or single. The agreement must address music publishing rights, producer royalties, master recording ownership, and distribution rights — all governed by the Copyright Act No. 12 of 2001 and managed through MCSK and KAMP.
A Media Production Contract is required when a digital content creator or YouTuber in Kenya enters into a brand partnership with a corporate sponsor to produce sponsored content. The contract must address the Advertising Standards Code issued by the Advertising Standards Bureau of Kenya (ASB) and disclosure obligations under the Kenya Information and Communications Act No. 2 of 1998.
A Media Production Contract is needed when an NGO or international organisation commissions a media agency to produce training films, advocacy documentaries, or awareness campaigns for distribution in Kenya, as the contract must allocate IP ownership, specify content standards, and address KFCB classification requirements.
Parties in Kenya should prepare a Media Production Contract (Kenya) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Media Production Contract (Kenya)
A Kenya Media Production Contract under the Copyright Act No. 12 of 2001 and the Law of Contract Act Cap. 23 must contain the following essential elements to protect both the commissioning client and the production company.
Parties and Capacity: Full legal names and addresses of the commissioning client (the "Client") and the production company or producer (the "Producer"); for companies, the Business Registration Service (BRS) certificate number and registered office under the Companies Act No. 17 of 2015; KRA PIN numbers of both parties for Withholding Tax compliance under the Income Tax Act Cap. 470.
Scope of Work and Deliverables: A precise description of the media production — type of content (film, audio, digital, broadcast), running time or volume, technical format (resolution, frame rate, codec), number of edits or revisions included, and the final deliverable format (broadcast master, web version, social media cuts). Ambiguity in the scope of work is the single most common source of dispute in Kenya production contracts.
Production Schedule and Milestones: Key production dates — pre-production start, principal photography or recording dates, post-production completion, and final delivery date. Milestone-linked payment triggers should align with delivery of agreed production stages.
Fees and Payment Schedule: The total production fee stated in Kenya Shillings (KES), the payment schedule (deposit on signing, instalment on completion of principal photography, balance on delivery), Withholding Tax obligations under Section 35 of the Income Tax Act Cap. 470, and VAT under the Value Added Tax Act No. 35 of 2013 where the Producer is VAT-registered.
Intellectual Property Ownership and Assignment: A clear statement of who owns the copyright in the finished production and the underlying materials — footage, music recordings, scripts, and artwork. Where the Client is to own the production outright, the contract must include an express assignment of copyright from the Producer to the Client under Section 35 of the Copyright Act No. 12 of 2001. The assignment must be in writing and signed by or on behalf of the assignor to be effective.
Third-Party Rights Clearance: Identification of any third-party intellectual property incorporated in the production (music, archive footage, stock images, trademarks) and allocation of responsibility for obtaining and paying for synchronisation licences from MCSK, mechanical licences from KAMP, and performer releases from PRISK.
Regulatory Compliance: Responsibility for obtaining KFCB classification and registration under Cap. 222B before public exhibition; compliance with the CA Content Standards Regulations for broadcast content; and, where applicable, the Advertising Standards Code issued by the ASB.
Confidentiality and Credit: Confidentiality obligations covering unreleased content and client data; and credit obligations specifying how the Producer's name and logo appear (or do not appear) in the finished production and in promotional materials.
Default and Termination: Events of default (failure to deliver by the agreed date, insolvency under the Insolvency Act No. 18 of 2015, breach of regulatory compliance obligations), the cure period, and the consequences of termination — including return or destruction of materials and the treatment of fees paid.
Governing Law and Dispute Resolution: The agreement is governed by the laws of Kenya. Disputes may be referred to arbitration before the Nairobi Centre for International Arbitration (NCIA) under the Arbitration Act No. 4 of 1995, or to the High Court of Kenya. The forms-legal.com Kenya Media Production Contract template includes all mandatory clauses required under the Copyright Act No. 12 of 2001 and the Law of Contract Act Cap. 23.
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title = {Media Production Contract (Kenya) (Kenya)},
year = {2026},
howpublished = {\url{https://forms-legal.com/kenya/business/services/media-production-contract-kenya}},
note = {Free legal document template}
}Frequently Asked Questions
Under Section 26 of the Copyright Act No. 12 of 2001, copyright in a media production vests in the author as the first owner. Where the production is created by an employee in the course of their employment, the employer is the first owner under Section 26(3). However, in a commissioning arrangement — where a production company is engaged by a client — the production company is the author and first owner unless the contract expressly assigns copyright to the client. This is the critical reason why a written Media Production Contract containing an express copyright assignment clause is essential for commissioning clients in Kenya. The Kenya Copyright Board (KECOBO) maintains records of copyright assignments. Without a written assignment signed by the assignor, the client acquires only a licence to use the production, not ownership of the copyright, and the production company retains the right to exploit the content in other ways.
Yes. The Kenya Film Classification Board (KFCB), operating under the Films and Stage Plays Act Cap. 222 and the KFCB Act Cap. 222B, requires all film and audio-visual content producers operating in Kenya to hold a valid KFCB production licence. This requirement applies to companies producing content for public exhibition, including cinema, television broadcast, online streaming, and DVD distribution. Foreign production companies filming in Kenya must also obtain a filming permit from KFCB. Content intended for public exhibition must be submitted to KFCB for classification and rating before distribution. The Media Production Contract should clearly allocate responsibility for obtaining KFCB classification — typically the Producer bears this obligation — and should provide a mechanism for addressing content that fails to receive the required classification rating.
Under Section 35 of the Income Tax Act Cap. 470, Withholding Tax applies to payments made by resident persons to other resident persons for services rendered in Kenya. Production fees paid by a corporate client to a production company are subject to Withholding Tax at 5% where the total payments exceed KES 24,000 per annum. The commissioning client (the withholding agent) deducts the tax from the gross production fee, remits it to the Kenya Revenue Authority (KRA) through the iTax portal, and issues a Withholding Tax certificate to the production company. The production company then uses this certificate as a tax credit against its corporate income tax liability. The Media Production Contract should specify the gross fee and state that the Client will deduct Withholding Tax, or alternatively, that the stated fee is the net amount and the Client will gross up the payment to cover Withholding Tax. VAT at 16% under the Value Added Tax Act No. 35 of 2013 applies separately if the Producer is VAT-registered, and VAT is not subject to Withholding Tax.
Yes. A work-for-hire arrangement can be achieved in Kenya through an express copyright assignment clause in the Media Production Contract, since Kenya's Copyright Act No. 12 of 2001 does not use the term 'work made for hire' as U.S. Copyright law does. Under Section 35 of the Copyright Act No. 12 of 2001, copyright may be assigned by its owner to another person. The assignment must be in writing and signed by or on behalf of the assignor to be effective. The assignment should cover all rights — the right to reproduce, broadcast, make adaptations, distribute, and communicate the work to the public — and should state whether the assignment is for the full term of copyright or a limited period. A well-drafted assignment clause in the Media Production Contract ensures the commissioning client receives all rights in the finished production and in underlying materials such as raw footage, scripts, and music compositions created specifically for the project.
If a production company delivers the finished media production after the agreed delivery date, the commissioning client's remedies depend on the terms of the Media Production Contract and the Law of Contract Act Cap. 23. If the contract contains a liquidated damages clause specifying a daily or weekly rate for late delivery, the client may deduct that amount from the final payment without proving actual loss. If the contract is silent on late delivery, the client may claim general damages for actual losses caused by the delay — for example, costs of a postponed advertising campaign or a rescheduled product launch — and must prove those losses before the Magistrates Court or the High Court under the Civil Procedure Act Cap. 21. Where the delay is caused by force majeure events — floods, strikes, government orders — covered under a force majeure clause, the Producer is typically excused from liability. The Media Production Contract should include a clear late delivery clause and a force majeure provision to avoid uncertainty.
Yes. Music incorporated into a media production in Kenya is protected by copyright under the Copyright Act No. 12 of 2001. Two separate rights must be cleared: the musical composition (melody and lyrics), administered by the Music Copyright Society of Kenya (MCSK), and the sound recording (master recording), administered by the Kenya Association of Music Producers (KAMP). Additionally, performers' rights in recorded performances are managed by the Performers Rights Society of Kenya (PRISK). For commercial media productions, the Producer must obtain a synchronisation licence from MCSK or directly from the music publisher, and a master use licence from KAMP or the record label. Using unlicensed music exposes both the Producer and the Client to copyright infringement claims under Section 35(2) of the Copyright Act, which provides for remedies of injunction, damages, and delivery up of infringing copies. The Media Production Contract should allocate music clearance responsibility to the Producer and require the Producer to provide evidence of all necessary licences before delivery of the finished production.
A commissioning client in Kenya may terminate a Media Production Contract before delivery of the finished production, but the right to terminate and the financial consequences depend on the termination provisions in the contract. Most media production contracts include a 'kill fee' or 'termination for convenience' clause, which requires the client to pay for all production work completed to date plus a percentage of the remaining fee as compensation for the Producer's loss of profit. Under general contract law principles applied in Kenya under the Law of Contract Act Cap. 23, a client who terminates without contractual justification may be liable for the Producer's expectation damages — the profit the Producer would have earned on full completion. Where the termination is for cause — for example, the Producer has materially breached the contract by missing a milestone or delivering non-conforming work — the client may terminate without paying a kill fee and may recover any deposits paid. The termination clause in the Media Production Contract should set out the notice period, the kill fee formula, and the treatment of materials and intellectual property on early termination.
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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