All templatesSERVICE / CONSULTANCY AGREEMENT
THIS AGREEMENT is made on 1 October 2026
BETWEEN:
(1) SAVANNAH HEALTH TECHNOLOGIES LIMITED of P.O. Box 78001-00507, Nairobi (the Client); and
(2) JABALI DIGITAL SOLUTIONS LIMITED, a company, of P.O. Box 45210-00100, Nairobi (the Service Provider).
RECITALS
(A) The Client wishes to engage the Service Provider to provide the services described in this Agreement.
(B) The Service Provider has agreed to provide them on the terms of this Agreement.
IT IS AGREED as follows:
1. Definitions
In this Agreement, unless the context otherwise requires—
1.1 Services means the design, development and implementation of a patient records management module for the Client's clinic network, including data migration from the legacy system, staff training, and twelve months of post-implementation support.
1.2 Deliverables means a working software module deployed to the Client's production environment, migrated legacy patient data, administrator and user training for up to twenty staff, and monthly support reports.
1.3 Fees means the amounts payable by the Client to the Service Provider under clause 5.
1.4 Commencement Date means the date of this Agreement.
1.5 Term means the period stated in clause 2.
1.6 Confidential Information means all information, in whatever form, disclosed by one party to the other in connection with this Agreement which is marked confidential or which a reasonable person would treat as confidential, and includes the terms of this Agreement.
1.7 Intellectual Property Rights means all patents, copyright, trade marks, trade secrets, know-how and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for them.
1.8 Business Day means a day other than a Saturday, a Sunday or a public holiday in Kenya.
2. Term
2.1 This Agreement commences on the Commencement Date and continues for a period of twelve (12) months (the Term), unless terminated earlier in accordance with Clause 10 (Termination).
3. Services and Deliverables
3.1 The Service Provider shall provide the following services (the Services):
(a) design, development and implementation of a patient records management module for the Client's clinic network;
(b) data migration from the legacy system;
(c) staff training; and
(d) twelve months of post-implementation support.
3.2 The Service Provider shall deliver the following deliverables (the Deliverables):
(a) a working software module deployed to the Client's production environment;
(b) migrated legacy patient data;
(c) administrator and user training for up to twenty staff; and
(d) monthly support reports.
3.3 The Service Provider shall provide the Services and deliver the Deliverables with reasonable skill and care.
3.4 The Service Provider shall use suitably qualified people to provide the Services and deliver the Deliverables.
3.5 The Client shall give the Service Provider the information, access and decisions reasonably needed for the provision of the Services and the delivery of the Deliverables, in good time.
4. Acceptance
4.1 A Deliverable is accepted when it conforms in all material respects to its description in this Agreement.
4.2 The Client shall, within 14 days of delivery of a Deliverable, either accept the Deliverable in writing or give the Service Provider written reasons why the Deliverable does not conform.
4.3 Where the Client gives written reasons under clause 4.2, the Service Provider shall correct the Deliverable and deliver it again within 14 days.
4.4 A Deliverable is treated as accepted if the Client gives no written reasons within the 14 days referred to in clause 4.2.
5. Fees and Payment
5.1 The Fees are milestone-based and comprise KES 2,400,000 in total, payable by the Client to the Service Provider as follows:
(a) 30% on execution of this Agreement;
(b) 40% on delivery of the working module; and
(c) 30% on final acceptance,
each instalment payable within 14 days of the Client's invoice.
5.2 The Service Provider shall render an invoice for each instalment, and the Client shall pay each invoice in accordance with the payment terms set out in clause 5.1.
5.3 The Client may deduct from any payment under this Agreement any tax which the law requires it to withhold, and shall give the Service Provider the certificate for the tax withheld.
5.4 The Service Provider shall bear its own expenses in performing this Agreement unless the Client agrees otherwise in writing.
6. Intellectual Property
6.1 All Intellectual Property Rights in the Deliverables belong to the Client.
6.2 The Service Provider assigns to the Client all Intellectual Property Rights in the Deliverables, and shall sign any document needed to perfect that assignment.
6.3 The Service Provider keeps the Intellectual Property Rights in any materials it owned before this Agreement and which it uses in the Deliverables, and grants the Client a perpetual, non-exclusive, royalty-free licence to use those materials as part of the Deliverables.
6.4 Each party keeps the Intellectual Property Rights it owned before this Agreement.
7. Confidentiality
7.1 Each party shall keep the other's Confidential Information confidential and shall use it only to perform this Agreement.
7.2 A party may disclose the other's Confidential Information to its employees, advisers and subcontractors who need it for the performance of this Agreement and who are bound to keep it confidential.
7.3 The duty of confidentiality does not apply to information that is public otherwise than by breach of this Agreement, was already lawfully held by the receiving party, or is required to be disclosed by law or by order of a court.
7.4 The duty of confidentiality continues after this Agreement ends.
8. Data Protection
8.1 The Client is the data controller and the Service Provider is the data processor in respect of any personal data handled by the Service Provider in the course of providing the Services.
Business and deals
Service or consultancy agreement template (Kenya)
Also called: Service / Consultancy Agreement
What it is for
Hiring a contractor, freelancer or consultant, or being one.
The Kenyan law it follows
- Law of Contract Act Cap 23
- Employment Act 2007 — control test
- Income Tax Act Cap 470 — withholding
- Arbitration Act (Cap. 49) — arbitration agreement in writing; award final and binding
- Data Protection Act, 2019 — s.42(2)(b) (written contract between data controller and data processor; processor acts only on the controller's instructions), s.42(4), s.43(3) (processor notifies controller of a breach without delay and where reasonably practicable within forty-eight hours)
Who prepares it
You can prepare this yourself. It is still wise to have an advocate read it before you sign, especially where a lot of money or a long commitment is involved.
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Sample service or consultancy agreement
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