Franchise Agreement in Kenya: Template and Key Clauses (2026)

A franchise agreement in Kenya is the contract under which a brand owner, the franchisor, lets another business, the franchisee, trade under its brand and system in return for fees. Unlike some countries, Kenya does not have a single franchise statute. A franchise is built on ordinary contract law, supported by trademark, competition and consumer protection rules. That makes a well-drafted agreement even more important, because the contract itself carries most of the weight. This is general information, not legal advice. The law changes and every deal is different, so confirm the current position before relying on any clause. ## How Kenyan law shapes a franchise There is no dedicated franchise law in Kenya, so the agreement is governed by general contract principles. Several other laws shape it. The brand is protected by trademark registration with the Kenya Industrial Property Institute, and the franchise licenses the use of those marks. The Competition Act 2010, administered by the Competition Authority of Kenya, matters for territory, exclusivity and pricing restrictions, because resale price maintenance and certain restrictive agreements are controlled. The Consumer Protection Act applies where consumers are involved, and the Companies Act 2015 governs the franchisee entity. If the service or system handles personal data, the Data Protection Act 2019 applies. <!-- [VERIFY] whether any franchise-specific registration or disclosure rule has been introduced, and the exact Competition Act 2010 provisions on resale price maintenance, before stating them as fixed figures --> ## A clause by clause skeleton Use this as a structure to adapt, not a finished document. ``` FRANCHISE AGREEMENT Parties: [Franchisor] and [Franchisee] Date: [date] 1. GRANT The right to operate [the business] under the brand and system in the Territory for the Term. 2. TERRITORY AND EXCLUSIVITY The Territory and whether the grant is exclusive or non-exclusive. 3. TERM AND RENEWAL The Term and the conditions and notice for renewal. 4. FEES Initial franchise fee, ongoing royalty on revenue, and marketing-fund contribution. 5. INTELLECTUAL PROPERTY The Franchisee uses the trademarks and system only as licensed and acquires no ownership. 6. SYSTEM AND STANDARDS The operating manual, brand standards, approved suppliers and quality controls. 7. TRAINING AND SUPPORT Training, launch help and ongoing support from the Franchisor. 8. PREMISES AND FIT-OUT Site approval, lease arrangements and fit-out to brand specification. 9. CONFIDENTIALITY AND NON-COMPETE Protection of the system and limits on competing, so far as enforceable. 10. TERMINATION Grounds, cure periods and what happens to the brand, stock and premises on exit. 11. GOVERNING LAW AND DISPUTES Governed by Kenyan law, disputes by arbitration or the courts. Schedule 1: Territory Schedule 2: Fees Annexure: Operating Manual summary

- **Competition law.** The Competition Act 2010 controls resale price maintenance and restrictive agreements. The franchisor can recommend prices but should not fix the franchisee's resale prices.
- **Trademarks.** Register the brand with the Kenya Industrial Property Institute before launch, because an unregistered mark is hard to enforce.
- **Data protection.** If the franchise system handles customer personal data, the Data Protection Act 2019 and the Office of the Data Protection Commissioner apply. ## Common mistakes to avoid - Assuming there is a statutory disclosure document and cooling-off period as in some other countries. In Kenya the contract must do that work itself if the parties want it.
- Fixing the franchisee's resale prices and breaching competition law.
- Not registering the trademarks before opening.
- Vague territory or exclusivity terms that pit franchisees against each other.
- A non-compete so wide or long that a court is unlikely to enforce it. ## Keeping a franchise network in one place A franchisor rarely has one agreement. It has many, each with its own territory, fee schedule, renewal date and standards that change over time. When these live across email and folders, it is hard to see which outlets are current, what each owes, and whose renewal or review is due. Drafting a franchise agreement, reviewing a territory or termination clause, editing the fee schedule in plain English and holding every agreement with its dates in one view can live in a single AI workspace tuned to how your company contracts. Adira is built around that workspace, running on Claude, with per-seat pricing shown up front and a 7-day trial, India-first and built to work across jurisdictions. You can read more at [adiralaw.com](https://adiralaw.com). For a single outlet the skeleton above is enough on its own. The point worth keeping is that a franchise network is easier to govern when every agreement, its schedules and its dates stay together and current.