Statement of Work (Kenya)
STATEMENT OF WORK
Law of Contract Act Cap. 23 (Kenya)
THIS STATEMENT OF WORK ("SOW") is made on [SOW Date]
BETWEEN:
(1) [Client Name] (BRS/NIC No: [Client BRS/NIC]), KRA PIN: [Client KRA PIN], of [Client Address] (the "Client"); and
(2) [Provider Name] (BRS/NIC No: [Provider BRS/NIC]), KRA PIN: [Provider KRA PIN], of [Provider Address] (the "Service Provider").
Parent Agreement: [MSA Reference]
The Client and the Service Provider are collectively referred to as the "Parties".
1. PROJECT OVERVIEW
1.1 Project Name: [Project Name]
1.2 Category: [Project Type]
1.3 Objectives: [Project Objectives]
2. SCOPE OF WORK
2.1 In-scope services: [Scope Of Work]
2.2 Out-of-scope exclusions: [Out Of Scope]
3. DELIVERABLES AND TIMELINE
3.1 Deliverables: [Deliverables List]
3.2 Acceptance criteria: [Acceptance Criteria]
3.3 Project start date: [Project Start Date]
3.4 Project completion date: [Project End Date]
3.5 Liquidated damages for delay: [LD Rate]
4. PAYMENT
4.1 Total contract price: [Total Contract Price]
4.2 Payment schedule: [Payment Schedule]
4.3 Payment due date: [Payment Due Days] business days after receipt of a valid tax invoice.
4.4 VAT: [VAT Status]
4.5 Withholding tax: [Withholding Tax]
4.6 Late payment interest: Overdue invoices attract interest at the CBK base rate plus 3% per annum from the due date until actual payment, consistent with the Law of Contract Act Cap. 23.
5. INTELLECTUAL PROPERTY
5.1 IP ownership: [IP Ownership]
5.2 Where ownership vests in the Client, the Service Provider hereby assigns to the Client all copyright, patent rights, and other intellectual property rights in the deliverables, effective upon full payment of all outstanding invoices. The assignment operates under the Copyright Act No. 12 of 2001 (Kenya Copyright Board, KECOBO) and the Industrial Property Act No. 3 of 2001 (Kenya Industrial Property Institute, KIPI).
5.3 The Service Provider retains a royalty-free licence to use the deliverables for portfolio and demonstration purposes.
6. CHANGE CONTROL AND DATA PROTECTION
6.1 Change control: [Change Control Process]
6.2 Data protection: Both Parties shall comply with the Data Protection Act No. 24 of 2019, administered by the Office of the Data Protection Commissioner (ODPC) of Kenya. Where the Service Provider processes personal data as a data processor on behalf of the Client (the data controller), the Parties shall execute a Data Processing Agreement compliant with Section 43 of the Data Protection Act. A data breach must be reported to the ODPC within 72 hours of discovery.
7. GENERAL PROVISIONS
7.1 Governing law: This SOW is governed by and construed in accordance with the laws of Kenya.
7.2 Dispute resolution: Disputes shall be resolved by good-faith senior management negotiation for 30 days, thereafter by arbitration under the Nairobi Centre for International Arbitration (NCIA) Arbitration Rules 2015, with the seat at Nairobi, Kenya, conducted in English.
7.3 For government procurement SOWs: This SOW is governed by the Public Procurement and Asset Disposal Act No. 33 of 2015 (PPADA) and the Public Procurement and Asset Disposal Regulations 2020, supervised by the Public Procurement Regulatory Authority (PPRA). Any dispute may also be referred to the Public Procurement Administrative Review Board (PPARB).
7.4 This SOW constitutes the entire agreement of the Parties in relation to the project described herein. Any amendment must be in writing and signed by authorised representatives of both Parties.
8. EXECUTION
IN WITNESS WHEREOF the Parties have signed this Statement of Work on [SOW Date].
Client — Authorised Representative
________________
Signature
Service Provider — Authorised Representative
________________
Signature
Witness
________________
Signature
What Is a Statement of Work (Kenya)?
A Statement of Work in Kenya records a formal statement of the particulars it certifies.
The primary legal framework for a Statement of Work in Kenya is the Law of Contract Act Cap. 23, which applies English common law contract principles received in Kenya through the Judicature Act Cap. 8. A Statement of Work constitutes an enforceable contract if it satisfies the requirements of offer and acceptance, valuable consideration, intention to create legal relations, and contractual capacity of the parties. In practice, a well-drafted SOW reduces the most common source of commercial disputes in Kenya — disagreements over what was agreed to be delivered, by when, and for how much.
For government and public sector engagements in Kenya, the Public Procurement and Asset Disposal Act No. 33 of 2015 (PPADA) and the Public Procurement and Asset Disposal Regulations 2020, administered by the Public Procurement Regulatory Authority (PPRA), require that procurement contracts for goods, works, and services above specified thresholds be documented in a standard form approved by PPRA. The PPRA Statement of Requirements, a functional equivalent of the SOW for public procurement, must comply with PPADA Section 64 requirements for scope definition, technical specifications, and evaluation criteria.
In the technology and ICT services sector — Kenya's largest growing outsourcing segment, centred in Nairobi's Silicon Savannah — Statements of Work are the standard mechanism for documenting software development, system integration, data analytics, and digital transformation projects. The Kenya ICT Authority, under the Ministry of Information, Communications and the Digital Economy, and the Kenya Private Sector Alliance (KEPSA) have promoted standardised SOW formats for ICT service contracts as part of the Kenya Digital Economy Blueprint 2019.
Intellectual property provisions in a Statement of Work are critical in Kenya. Software code, creative content, data analytics models, and architectural designs produced under an SOW engagement are works created for the client and governed by the Copyright Act No. 12 of 2001, administered by the Kenya Copyright Board (KECOBO). Under Section 32 of the Copyright Act No. 12 of 2001, copyright in a work created by an employee in the course of employment vests in the employer. For independent contractors delivering work under a Statement of Work, copyright vests in the contractor by default — the SOW must contain an explicit IP assignment clause transferring ownership of all deliverables to the client to avoid post-engagement IP disputes.
When Do You Need a Statement of Work (Kenya)?
A Statement of Work in Kenya is needed for every project or service engagement where the scope of work is sufficiently distinct, time-bound, and measurable to require precise contractual documentation separate from an ongoing services retainer.
A Statement of Work is needed for IT and software development projects. Whether a Nairobi-based fintech company is commissioning a custom payment gateway, a county government is procuring a records management system, or an NGO is building a data platform, a thorough SOW documenting functional requirements, acceptance testing criteria, source code delivery, and payment milestones is essential to managing the project and enforcing the contract if deliverables are not met.
A Statement of Work is required for consulting and professional services engagements. Management consultancies, financial advisors, legal practitioners, and marketing agencies in Kenya typically operate under retainer agreements or framework contracts — but each specific project deliverable (a due diligence report, a market entry study, a legal opinion, a brand strategy) should be documented in a SOW that defines precisely what will be delivered and when, preventing disputes about the scope of the engagement fee.
A Statement of Work is needed for construction and engineering projects. While major construction projects in Kenya use FIDIC or NEC standard form contracts, smaller civil engineering, interior fit-out, and infrastructure projects benefit from a thorough SOW that defines technical specifications, material standards, Bill of Quantities (BoQ) items to be completed, construction milestones, and defects liability provisions consistent with the National Construction Authority Act No. 41 of 2011.
A Statement of Work is required for government and public sector contracts in Kenya. Under the Public Procurement and Asset Disposal Act No. 33 of 2015 (PPADA), all public procurement contracts must include a Statement of Requirements that defines the technical specifications and deliverables, evaluated by the procuring entity's evaluation committee under PPRA oversight.
A Statement of Work is needed for outsourcing and business process outsourcing (BPO) engagements. Kenya has established itself as a leading BPO destination in Africa, with Nairobi hosting contact centres and shared services operations for regional and international clients. Each BPO engagement should be documented in a SOW that defines service volumes, service levels (SLAs), staffing requirements, data security obligations under the Data Protection Act No. 24 of 2019, and performance measurement frameworks.
What to Include in Your Statement of Work (Kenya)
A valid Statement of Work in Kenya under the Law of Contract Act Cap. 23 must include the following essential elements to be enforceable and commercially effective.
Parties and Project Identification: Full legal names, BRS registration numbers (for companies), KRA PINs, and physical addresses of both the client and the service provider. The SOW should identify whether it is a standalone contract or a schedule to a Master Services Agreement (MSA) or framework contract, and cross-reference the parent agreement if applicable.
Project Overview and Objectives: A concise description of the business or technical problem the project is intended to solve, the strategic objectives the client wishes to achieve, and the background context necessary for the service provider to understand the engagement.
Scope of Work: A precise, itemised description of the services, tasks, and activities the service provider is obligated to perform. The scope definition should be detailed enough that a reasonable person could determine whether any given activity falls within or outside the agreed scope — vague scope definitions are the primary cause of scope creep and payment disputes in Kenyan service contracts.
Deliverables: A numbered list of all tangible outputs the service provider must produce and deliver to the client — documents, reports, software modules, physical products, completed works — with a description of the content, format, and quality standard of each deliverable.
Acceptance Criteria: The objective, measurable criteria against which the client will evaluate each deliverable to determine whether it meets the required standard for acceptance. For software deliverables, acceptance criteria typically include functional test cases, performance benchmarks, and security standards. Without defined acceptance criteria, the client and service provider are likely to disagree on whether deliverables meet the required standard.
Project Timeline and Milestones: A project schedule setting out the key milestones — commencement date, intermediate deliverable dates, client review and feedback periods, and the final completion date. Under the Law of Contract Act Cap. 23, time is not of the essence unless expressly stated; if timely delivery is critical, the SOW should include a clause making time of the essence and providing for liquidated damages for delay.
Payment Schedule: The total contract price (in Kenya Shillings, KES), the payment structure (lump sum, milestone-based, time-and-materials, or retainer), the invoicing procedure, the payment due date after invoice receipt, and any applicable tax withholding. For public sector contracts, payment must comply with the Public Finance Management Act No. 18 of 2012 (PFMA) and Treasury Regulations on procurement payments. The Value Added Tax Act No. 35 of 2013 (VAT Act) at 16% applies to taxable supply of services.
Intellectual Property: A clear assignment clause vesting ownership of all deliverables, source code, designs, reports, and other IP produced under the SOW in the client upon full payment of all invoices. The assignment operates under the Copyright Act No. 12 of 2001 and, for patentable inventions, the Industrial Property Act No. 3 of 2001 administered by the Kenya Industrial Property Institute (KIPI). The service provider may retain a royalty-free licence to use the deliverables for portfolio and demonstration purposes.
Change Control: A formal procedure for requesting, evaluating, approving, and pricing changes to the agreed scope, timeline, or deliverables — the change request form, review period, written sign-off requirement, and consequential adjustment to the project fee and timeline.
Confidentiality and Data Protection: Obligations on both parties to maintain confidentiality of each other's business information, consistent with the Data Protection Act No. 24 of 2019 administered by the Office of the Data Protection Commissioner (ODPC) in Kenya. For projects involving personal data processing, a Data Processing Agreement compliant with Section 43 of the Data Protection Act must be incorporated.
Governing Law and Dispute Resolution: Kenya law governs the SOW. Disputes are referred first to senior management negotiation, then to arbitration under the Nairobi Centre for International Arbitration (NCIA) Arbitration Rules or to the High Court of Kenya (Commercial Division). Forms-legal.com provides this Statement of Work as a practical starting document for IT companies, consultants, contractors, and clients across Kenya.
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.
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title = {Statement of Work (Kenya) (Kenya)},
year = {2026},
howpublished = {\url{https://forms-legal.com/kenya/business/services/statement-of-work-kenya}},
note = {Free legal document template}
}Also available for these jurisdictions:
Frequently Asked Questions
A Master Services Agreement (MSA) and a Statement of Work (SOW) serve complementary but distinct functions in a Kenya service contract structure. The MSA establishes the overarching legal framework governing the commercial relationship between the client and service provider — including payment terms, liability caps, intellectual property ownership principles, confidentiality obligations, dispute resolution, and termination rights. The SOW is a project-specific document that operates within the MSA framework, defining the scope, deliverables, timeline, acceptance criteria, and fee for a particular engagement. A single MSA may have multiple SOWs attached to it as schedules — each documenting a distinct project while the MSA provides the consistent legal backdrop. Under the Law of Contract Act Cap. 23, both the MSA and the SOW are binding contracts; where there is a conflict between them, the specific terms of the SOW generally prevail over the general terms of the MSA for the scope of the particular project.
Under the Copyright Act No. 12 of 2001, copyright in an original work vests in the author — and for an independent contractor delivering services under a Statement of Work, the contractor is the author and owns the copyright in the deliverables by default, unless the SOW contains an express assignment clause. This is a critical distinction from employment, where Section 32 of the Copyright Act provides that copyright in works created by an employee in the course of employment vests in the employer. Clients in Kenya must therefore ensure that every Statement of Work includes an explicit clause assigning all intellectual property — software code, reports, designs, data models — created under the SOW to the client, effective upon payment of all outstanding invoices. The assignment should extend to all rights under the Industrial Property Act No. 3 of 2001 (for patentable inventions) and the Trade Marks Act Cap. 506 (for brand-related deliverables), in addition to copyright under the Copyright Act. Both parties should ensure the IP assignment is filed with the Kenya Industrial Property Institute (KIPI) or noted on any pending IP registration.
Yes. For government and public sector procurements in Kenya, the Public Procurement and Asset Disposal Act No. 33 of 2015 (PPADA) and the Public Procurement and Asset Disposal Regulations 2020 require all procurement contracts above specified thresholds to include detailed technical specifications and a Statement of Requirements — the public procurement equivalent of a commercial SOW. The Public Procurement Regulatory Authority (PPRA) provides standard bidding documents and contract templates that include SOW formats for different procurement categories (goods, services, works). Public sector SOWs must be precise and objective to ensure fair competition among bidders evaluated under PPADA Section 66. For ICT services contracts awarded by government entities such as the Kenya ICT Authority, the Ministry of Health, or county governments under the County Governments Act No. 17 of 2012, additional technical standards issued by the ICT Authority may apply. Failure to include a properly defined SOW in a public procurement contract may constitute a ground for contract challenge by an aggrieved bidder before the Public Procurement Administrative Review Board (PPARB).
Yes, but only through the formal change control process specified in the SOW. Under the Law of Contract Act Cap. 23, a variation to an existing contract is itself a contract and requires the same elements: offer, acceptance, consideration, and intention to create legal relations. In the SOW context, a change request (CR) is typically initiated by either party in writing, reviewed and priced by the service provider, and approved in writing by the client before any change to scope, timeline, or fee takes effect. Informal verbal changes to a SOW scope — common in Kenya's informal commercial culture — create significant risk: the service provider may perform additional work without a written change order, and the client may refuse to pay for it. Courts in Kenya applying the Law of Contract Act Cap. 23 will generally not enforce additional payments for scope changes that were not documented in writing where the original SOW specifies that changes must be documented. A signed change order is therefore essential for both parties.
Services supplied by a VAT-registered person in Kenya under a Statement of Work are subject to Value Added Tax at 16% under the Value Added Tax Act No. 35 of 2013 (VAT Act). A service provider whose annual taxable turnover exceeds KES 5 million must register for VAT with the Kenya Revenue Authority (KRA) and charge VAT on taxable supplies. The VAT is an additional 16% on the SOW contract price and must be stated separately on the tax invoice issued by the service provider. For exported services — services supplied to a non-resident client and consumed outside Kenya — the supply may qualify as a zero-rated export under the VAT Act, subject to satisfying the KRA's documentation requirements for zero-rating. Withholding VAT (6%) applies where the client is a designated withholding VAT agent appointed by KRA — the client deducts 6% from each payment and remits it directly to KRA, with the remaining 10% paid to the service provider. The SOW should clearly state whether the contract price is inclusive or exclusive of VAT to avoid payment disputes.
The consequences of late delivery under a Statement of Work in Kenya depend on whether the SOW contains a liquidated damages (LD) clause. If the SOW specifies a daily or weekly liquidated damages rate for delay — which is common in construction, IT, and public procurement SOWs — the client is entitled to deduct the specified LD amount from the outstanding payment for each day or week of delay beyond the contractual completion date, provided the delay is not caused by the client's own failure (such as delayed client approvals or late payment). Liquidated damages clauses are enforceable under the Law of Contract Act Cap. 23 provided they represent a genuine pre-estimate of loss, not a penalty — the High Court of Kenya applies the English common law rule in Dunlop Pneumatic Tyre Co v New Garage & Motor Co on this point. If the SOW does not contain an LD clause, the client must prove actual loss caused by the delay to recover damages. Where the delay is so severe that the fundamental purpose of the contract is frustrated, the client may be entitled to treat the contract as repudiated under Kenyan contract law.
Where a Statement of Work involves the service provider accessing, processing, or storing personal data belonging to the client or the client's customers, the Data Protection Act No. 24 of 2019 (administered by the Office of the Data Protection Commissioner, ODPC) imposes specific obligations on both the data controller (the client) and the data processor (the service provider). The SOW or a Data Processing Agreement (DPA) incorporated into the SOW must specify: the categories of personal data to be processed; the purpose and lawful basis for processing under Section 30 of the Data Protection Act; the security measures the service provider must implement to protect personal data; the data subject rights procedures (access, correction, erasure) that must be supported; the procedure for notifying the ODPC and affected data subjects in the event of a data breach under Section 43 of the Data Protection Act (within 72 hours of discovery); data retention and deletion schedules; restrictions on sub-processing; and the requirement to delete or return personal data at the end of the engagement. Failure to comply with the Data Protection Act No. 24 of 2019 may result in regulatory fines from the ODPC of up to KES 5 million for a first offence.
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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