Client & Project Management

Independent Contractor Agreement -- Individual, Project

An Independent Contractor Agreement for a specific project. Defines the working relationship, deliverables, payment, and ensures the contractor is not classified as an employee.

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Drafted to comply with Kenyan law and international common law standards.

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What this document covers

Contractor and client details
Project scope and deliverables
Payment amount and schedule
Intellectual property assignment on payment
Confidentiality obligations
Independent contractor status declaration
No employment relationship clause
Termination provisions
Governing law clause

Frequently Asked Questions

What is the difference between an independent contractor and an employee in Kenya?
Under the Employment Act 2007, key factors include: who controls how the work is done, whether the person is integrated into the business, who provides tools, and exclusivity. Misclassifying an employee as a contractor exposes a business to NSSF, NHIF, and PAYE liability. A well-drafted contractor agreement helps establish the correct relationship.
Is an independent contractor agreement enforceable in Kenya?
Yes, under the Law of Contract Act (Cap. 23). However, the agreement cannot override employment law if the actual working relationship resembles employment. Courts look at the substance of the relationship, not just the label in the contract.
Does a contractor agreement work across common law countries?
Yes. Common law jurisdictions apply similar tests to distinguish contractors from employees. The agreement should make clear the contractor's independence — providing their own tools, working for multiple clients, controlling their schedule — to withstand scrutiny in any jurisdiction.