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Commercial Contract Review Lawyers in Kenya
Drafting, reviewing and negotiating commercial agreements so you understand the legal and commercial risks before you sign.
Commercial contract drafting and review in Kenya
Clear commercial contracts protect your business before problems arise. Njau & Associates Advocates drafts, reviews and negotiates commercial agreements for companies, founders, investors and organisations across Kenya, helping clients understand legal risks before they sign and ensuring the contract accurately reflects the commercial deal.
A commercial agreement should do more than record a transaction. It should clearly define each party's responsibilities, payment obligations, risk allocation, liability, intellectual property rights, termination rights and remedies if something goes wrong.
What does a contract review involve?
We review the agreement against your commercial objectives and identify provisions that could create unnecessary cost, liability or operational risk. Depending on the transaction, our review may include:
- Confirming the contracting parties and authority to sign
- Reviewing the scope of work, deliverables, service levels and performance obligations
- Assessing pricing, payment terms, deposits, penalties and interest provisions
- Reviewing warranties, indemnities and limitations of liability
- Checking confidentiality, data protection and intellectual property provisions
- Assessing termination, renewal, suspension, default and exit rights
- Reviewing exclusivity, non-compete and non-solicitation provisions where relevant
- Examining dispute resolution, governing law, notices and enforcement mechanisms
- Identifying sector-specific regulatory requirements affecting the transaction
Contracts we regularly draft and review
We advise on a wide range of business agreements, including:
- Service and consultancy agreements
- Supplier and procurement agreements
- Distribution and agency agreements
- Non-disclosure agreements (NDAs)
- Shareholders agreements
- Investment and subscription agreements
- Employment and contractor agreements
- Commercial leases
- SaaS and technology agreements
- Software and intellectual-property licences
- Loan and financing agreements
- Standard terms and conditions of business
Common contract risks we identify
Many commercial disputes begin with wording that appeared harmless when the agreement was signed. We pay particular attention to provisions that can materially affect cost, control and exit options, including:
- Unlimited or disproportionate liability
- Overly broad indemnities
- Unclear deliverables, milestones or acceptance criteria
- Automatic renewals and difficult termination provisions
- Payment terms that create cash-flow or collection risk
- Weak ownership provisions for intellectual property and work product
- Confidentiality and data obligations that do not reflect the operating model
- One-sided variation, suspension or cancellation rights
- Exclusivity and restrictive provisions that limit future business options
- Dispute clauses that make enforcement unnecessarily expensive or difficult
Contract review charges in Kenya
There is no single professional fee that applies to every contract review. The cost usually depends on the length and complexity of the agreement, the nature and value of the transaction, urgency, the number of related documents, whether substantial redrafting is required, whether negotiation support is needed, and any sector-specific or cross-border issues.
For a straightforward agreement, the engagement may be limited to identifying material legal risks and recommending amendments. More complex transactions may require detailed mark-ups, negotiation support and review of several related agreements. We confirm the scope and fee basis before substantive work begins.
How our contract review process works
- Send us the agreement. Provide the contract together with the relevant commercial background and your proposed signing deadline.
- Define the scope. We confirm whether you need a high-level risk review, detailed mark-up, redrafting, negotiation support or a combination of these.
- Legal and commercial review. We identify material risks, inconsistencies, missing protections and provisions requiring clarification.
- Advice and proposed amendments. We explain the major issues and recommend practical changes or revised wording.
- Negotiation support. Where required, we assist with responses to the counterparty and advise on reasonable compromise positions.
- Final review. We can review the execution version to confirm whether agreed amendments have been incorporated and flag any remaining issues.
Urgent contract reviews
Where a transaction is time-sensitive, contact us with the agreement and signing deadline. Subject to availability and complexity, we can agree an expedited review scope focused on the provisions carrying the greatest legal and commercial risk.
Who this service is for
- Companies entering customer, supplier, distribution or partnership agreements
- Founders and SMEs entering significant commercial arrangements
- Investors and shareholders documenting investments or governance rights
- Technology companies entering SaaS, licensing or digital-service agreements
- Landlords and commercial tenants negotiating leases
- Businesses that need standard contracts or terms for repeat use
- Non-profit organisations entering donor, supplier or service arrangements
Related legal services
- Technology Contracts & Digital Business Advisory
- Commercial Leasing & Document Review
- Corporate Governance & Compliance
- Employment & Labour Law
- Business Structure & Company Registration
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Read insight →Frequently asked questions
How much does contract review cost in Kenya?
Contract review fees depend on the agreement's length and complexity, transaction value, urgency, number of documents, regulatory issues and whether negotiation or redrafting is required. We agree the scope and fee basis before substantive work begins.
Should I have a lawyer review a contract before signing?
Yes. A legal review can identify unclear obligations, excessive liability, weak termination rights, payment risks and missing protections before you become legally bound.
What types of contracts can Njau & Associates review?
We review commercial agreements including service contracts, supplier agreements, NDAs, shareholder and investment agreements, employment agreements, commercial leases, technology contracts, licensing agreements and financing documents.
Can you review an urgent contract?
Yes, subject to availability and complexity. Where there is a signing deadline, we can agree a priority review focused on the most material legal and commercial risks.
Can you negotiate contract terms on my behalf?
Yes. We can prepare amendments, explain their commercial effect and support negotiations with the counterparty or its advisers.
Can you prepare standard contracts for repeat use?
Yes. We prepare template agreements and standard terms tailored to the client's sector, risk profile and operating model for repeat use.
The information on this website is general in nature, is not legal advice, and does not create an advocate-client relationship. It should not be relied upon for any specific matter. Requirements may change and should be confirmed against the current law, regulations and regulator guidance before action is taken. Please contact Njau & Associates Advocates for advice on your circumstances.