What a consultancy agreement is — and why every consultant needs one
A consultancy agreement sets out the terms between a client and an independent consultant: what will be done, for how much, over what period, and who owns the work. In Kenya it's the document that protects both sides — the consultant gets paid, the client gets what they contracted for, and neither ends up arguing over scope or ownership.
The clauses that matter most are scope, fees and payment, confidentiality, intellectual property, and termination — plus a clear statement that the consultant is an independent contractor, not an employee (which affects tax and liability). Getting these in writing before work starts is the single best protection against the disputes that sour so many engagements.
What a consultancy agreement should include
- ◆The parties — client and consultant
- ◆The services / scope of work
- ◆Fees, and how and when they are paid
- ◆That the consultant is an independent contractor
- ◆Confidentiality and intellectual-property ownership
- ◆Term, termination and governing law (Kenya)
Common mistakes to avoid
- ✕Starting work with no written scope, then arguing over it
- ✕No IP clause — who owns the deliverables?
- ✕Silence on the consultant's independent-contractor status
- ✕No notice period or termination terms
Questions
Is a consultant an employee?
No — a consultant is an independent contractor, responsible for their own taxes and not entitled to employee benefits. Stating this clearly in the agreement avoids a later claim that an employment relationship existed.
Who owns the work the consultant produces?
Whatever the agreement says. Commonly, on full payment the work product created specifically for the client belongs to the client — but only if the IP clause says so. Don't leave it unstated.
Does a consultancy agreement need to be witnessed?
A signed agreement between the parties is generally binding without a witness, though witnesses (and dating) strengthen it. For high-value or complex engagements, have an advocate review it.
What law governs it?
For a Kenyan engagement, Kenyan law — and this template says so. Cross-border consultancy may specify a different governing law; take advice where that applies.
This tool is free to write and preview, and gives you an editable draft in professional sections — adjust the wording to your business. Downloading a clean PDF without the small watermark is KES 200 in Kenya (a one-off) and free elsewhere. No account needed; your business details are saved on your own device.