Retainer Agreement Sample Kenya

PROFESSIONAL LEGAL SERVICES RETAINER AGREEMENT

DOCUMENT CONTROL & JURISDICTION

• Effective Date: [Effective Date]
• Document Version: 3.4-KE
• Jurisdiction: Republic of Kenya
• Governing Framework: Advocates Act (Cap 16), Law Society of Kenya (LSK) Remuneration Order, and the Constitution of Kenya (2010).

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OFFICIAL NOTICE & LEGAL DISCLAIMER

This document is a standardized professional legal services retainer agreement drafted in accordance with the laws of Kenya. As an operational architecture and legal template, it requires customization to reflect the specific scope of work, fee arrangements, and operational dynamics of the contracting parties. Execution of legal services agreements in Kenya is subject to the Advocates Act and applicable professional indemnity regulations. Parties are advised to seek independent legal counsel prior to execution.

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PARTIES & DEFINITIONS

This Retainer Agreement (the "Agreement") is entered into and made effective as of [Date], by and between:

1. The Client: [Client Full Legal Name / Company Name], a legal entity duly incorporated under the laws of Kenya, with its principal place of business at [Physical Address], P.O. Box [Box Number], [Postal Code], Nairobi, Kenya (hereinafter referred to as the "Client").
2. The Counsel / Firm: [Law Firm Name / Advocate's Full Name], an advocate of the High Court of Kenya holding a valid practicing certificate for the current year, practicing as [Law Firm Structure, e.g., Sole Proprietorship / Partnership / Limited Liability Partnership], with offices situated at [Physical Address], P.O. Box [Box Number], [Postal Code], [City/Town], Kenya (hereinafter referred to as the "Counsel").

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OPERATIVE CLAUSES & TERMS

1. APPOINTMENT AND SCOPE OF SERVICES

1.1 Appointment: The Client hereby retains the Counsel to provide legal, advisory, and corporate secretarial/litigation services (delete inapplicable) as set out herein, and the Counsel accepts such appointment upon the terms and conditions of this Agreement. 1.2 Scope of Work: The Counsel shall provide the specific services detailed in Schedule A (the "Services"). Any services outside the scope of Schedule A shall constitute "Extra-Contractual Services" and shall be subject to a separate written variation agreement or additional fees. 1.3 Standard of Care: The Counsel shall perform the Services with reasonable care, skill, and diligence in accordance with the standards of the legal profession in Kenya and the Code of Standards of Professional Practice and Ethical Conduct.

2. TERM AND COMMENCEMENT

2.1 Commencement: This Agreement shall commence on [Start Date] (the "Effective Date") and shall continue for a period of [Number] [months/years], expiring on [End Date], unless terminated earlier in accordance with Clause 7. 2.2 Renewal: Upon expiration, this Agreement may be renewed only by mutual written agreement executed by both Parties.

3. RETAINER FEE AND FINANCIAL TERMS

3.1 Monthly Retainer: In consideration of the availability of the Counsel and the performance of the baseline Services, the Client shall pay to the Counsel a non-refundable monthly retainer fee of Kenya Shillings [Amount in Words] (KES [Amount in Figures]), exclusive of Value Added Tax (VAT) and statutory levies (the "Retainer Fee"). 3.2 Payment Due Date: The Retainer Fee shall be paid strictly in advance on or before the [Day] day of each calendar month into the Counsel's designated client account:

• Bank Name: [Bank Name]
• Branch: [Branch Name]
• Account Name: [Account Name]
• Account Number: [Account Number]
• Swift Code: [Swift Code] 3.3 Disbursements and Expenses: The Retainer Fee excludes out-of-pocket expenses, filing fees, stamp duty, travel costs, expert witness fees, courier charges, and statutory disbursements. The Client shall advance funds for disbursements upon receiving a formal estimate from the Counsel. 3.4 Value Added Tax (VAT) and Withholding Tax: All fees are subject to VAT at the prevailing rate under the Value Added Tax Act (No. 35 of 2012). The Client shall deduct withholding tax where mandated by the Kenya Revenue Authority (KRA) under the Income Tax Act (Cap 470) and shall issue a valid Withholding Tax Certificate to the Counsel within thirty (30) days of deduction. 3.5 Late Payment Penalties: Any invoice remaining unpaid after [Number] days from the due date shall accrue interest at the rate of [Percentage, e.g., 1.5%] per month, compounded monthly, until full payment is received.

4. ALLOCATION OF HOURS AND CARRY-OVER

4.1 Included Hours: The monthly Retainer Fee covers up to [Number] hours of legal services per calendar month (the "Allotted Hours"). 4.2 Excess Hours: Hours expended by the Counsel in excess of the Allotted Hours within any single month shall be billed at the discounted hourly rate of KES [Hourly Rate] per hour, subject to prior written approval by the Client. 4.3 Non-Cumulative Hours: Unused Allotted Hours within any given calendar month shall expire at midnight on the last day of that month and shall not roll over or accumulate to subsequent months.

5. CLIENT OBLIGATIONS AND COOPERATION

5.1 Information Access: The Client shall provide the Counsel with accurate, complete, and timely information, instructions, and documentation necessary for the execution of the Services. 5.2 Designated Point of Contact: The Client designates [Name of Contact Person / Title] as the sole authorized representative to issue instructions to the Counsel. The Counsel shall be entitled to rely upon instructions given by this designated representative.

6. CONFIDENTIALITY AND DATA PROTECTION

6.1 Professional Secrecy: The Counsel acknowledges that all information communicated by the Client is subject to advocate-client privilege and professional confidentiality rules under Kenyan law. 6.2 Data Protection Act (2019): Both Parties shall comply with the provisions of the Data Protection Act, 2019, regarding the collection, processing, storage, and transfer of personal data encountered in the performance of this Agreement.

7. TERMINATION

8.1 Termination for Convenience: Either Party may terminate this Agreement at any time by giving [Number, e.g., 30] days' prior written notice to the other Party. 7.2 Termination for Cause: The Counsel may terminate this Agreement immediately upon written notice if:

• The Client fails to pay any undisputed fees or disbursements within fourteen (14) days of receiving a demand notice.
• The Client demands actions that violate the Advocates Act, the Law Society of Kenya Code of Conduct, or any written law of Kenya.
• The Client becomes insolvent, enters liquidation, or experiences bankruptcy proceedings. 7.3 Post-Termination Obligations: Upon termination, the Client shall pay all outstanding fees, disbursements, and hourly charges accrued up to the effective date of termination. The Counsel shall release all Client files and documents subject to the Counsel’s statutory and common law lien for unpaid legal fees.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law: This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the Republic of Kenya. 8.2 Good Faith Negotiation: Any dispute arising out of or in connection with this Agreement shall first be resolved through good-faith negotiations between the senior representatives of the Parties within fourteen (14) days of a written dispute notice. 8.3 Arbitration: If the dispute remains unresolved, it shall be referred to arbitration by a single arbitrator to be appointed jointly by the Parties, or in the absence of agreement, by the Chairman of the Chartered Institute of Arbitrators (Kenya Branch). The arbitration shall be conducted in Nairobi, Kenya, in accordance with the Arbitration Act (Cap 49).

9. MISCELLANEOUS PROVISIONS

9.1 Entire Agreement: This Agreement, together with Schedule A, constitutes the entire understanding between the Parties and supersedes all prior discussions, negotiations, or draft agreements. 9.2 Independent Contractor: The Counsel acts as an independent contractor, and nothing herein shall be construed as creating a partnership, joint venture, or employer-employee relationship. 9.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, and the remaining provisions shall remain in full force and effect.

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SCHEDULE A: SCOPE OF LEGAL SERVICES

The Counsel shall provide the following ongoing legal services during the term of this Agreement:

1. General corporate and commercial legal advisory services.
2. Review, drafting, and negotiation of routine commercial contracts, leases, and vendor agreements.
3. Maintenance of statutory registers and corporate secretarial compliance filings at the Business Registration Service (BRS) / Companies Registry (where applicable).
4. Periodic legal risk assessments and regulatory compliance updates regarding Kenyan legislation.
5. [Add any specific operational tasks, litigation scope, or specialized advisory requirements here]

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EXECUTION & SIGNATURES BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized representatives as of the Effective Date written above.

FOR: THE CLIENT ([Company Name])

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Signature

Name: [Authorized Signatory Name]
Title: [Director / Managing Director / CEO]
Date: [Date]

In the presence of:
Signature: _________________________________________
Name: [Witness Name]
Address: [Witness Address]

FOR: THE COUNSEL ([Law Firm Name])

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Signature

Name: [Advocate Full Name]
Title: [Managing Partner / Principal / Retained Advocate]
Practicing Certificate No: [P.C. Number for Current Year]
Date: [Date]

In the presence of:
Signature: _________________________________________
Name: [Witness Name]
Address: [Witness Address]

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STEP-BY-STEP EXECUTION & ENFORCEMENT GUIDE

1. Review & Customization: Populate all bracketed fields ([...]) with accurate factual details. Adjust the Allotted Hours (Clause 4.1) and Retainer Fee (Clause 3.1) to reflect the commercial agreement negotiated between the firm and the corporate client.
2. Corporate Authorization: Ensure the Client representative signing the agreement has the requisite corporate authority (Board Resolution or Articles of Association powers) to bind the entity under Kenyan company law.
3. Advocate Status Verification: Ensure the Counsel's name appears on the current Roll of Advocates and that they hold a valid, un-impugned Practicing Certificate for the current operational year issued by the Registrar of the High Court of Kenya.
4. Execution & Witnessing: Both parties must execute the document in duplicate in the physical presence of independent witnesses who must sign and provide their contact details.
5. Tax & Stamp Duty Compliance:
   • Ensure payment of any applicable stamp duty under the Stamp Duty Act (Cap 480) if required based on the nature of the financial commitments.
   • File monthly KRA returns and secure Withholding Tax certificates for all payments made against the monthly retainers.
6. Filing & Archiving: Store the original signed executed agreement in the firm's secure physical contract vault and provide a duplicate counterpart to the Client for their corporate compliance records.