Mobile App Software Development Agreement in Kenya

Mobile App Software Development Agreement in Kenya

I recently had an interaction with a prospective Client who had contracted a software developer to develop an app for his company. Unfortunately, the Client did not enter into an agreement with the developer and there had been consistent delays in the delivery of the project and the Client was now getting anxious. Unfortunately, without an agreement, the Client was at a disadvantage. The issues surrounding software development are around ownership, delivery of the project, Intellectual Property, and dispute resolution.

What is included in the Mobile App Software Development Agreement in Kenya?

1. Parties Involved Clearly identifying the parties to the agreement is a basic but essential element. This includes the client (which could be an individual or a company) and the mobile app development team (which could be a freelance developer, software company, or a tech startup). Including the names and contact details of both parties helps in official correspondence and future reference.
   • Platform (Android, iOS, or cross-platform)
   • Key features and functionalities
   • Programming languages and development frameworks (e.g., Flutter, React Native, or Java)
   • Deliverables (such as wireframes, prototypes, and the final product)Scope of the Project Defining the scope is crucial to prevent “scope creep,” where additional features or functionalities are requested without proper renegotiation. The agreement should specify:
2. Payment Terms Payment structures should be clear from the start. In Kenya, development agreements often rely on milestone payments:
   • Deposit: A percentage (typically 30-50%) upfront before work begins.
   • Milestone Payments: Based on agreed-upon project phases (e.g., 20% upon completion of the prototype).
   • Final Payment: Once the app is completed, tested, and approved.

   The agreement should include clauses for handling late payments, penalties, or breach of contract.

   • Ownership of the app’s source code and design.
   • Licenses for third-party tools or open-source software used during development.Intellectual Property (IP) Rights In most cases, intellectual property rights over the app are transferred to the client upon full payment. However, developers often retain rights to reusable code libraries or proprietary tools. It is crucial that the agreement clarifies:
3. Confidentiality and Non-Disclosure Confidentiality clauses protect sensitive information shared during the app development process. This includes:
   • Business ideas and strategies
   • Customer data
   • Proprietary technologies

   Given Kenya’s growing concerns over data privacy, especially under the Data Protection Act of 2019, developers and clients must ensure that all data handling aligns with local regulations.

4. Testing, Quality Assurance, and Acceptance Comprehensive testing is a critical step in app development. The agreement should outline:
   • Testing environments (e.g., different devices, operating systems, and network conditions).
   • Criteria for user acceptance and quality standards (e.g., no critical bugs or app crashes).
   • Revisions: How many rounds of revisions are allowed before additional costs apply.
5. Maintenance and Post-Launch Support Mobile apps often require ongoing support after launch, including:
   • Bug fixes
   • Security updates
   • Feature upgrades

   The agreement should specify whether support is included in the initial contract or charged separately. In Kenya, a common practice is to provide post-launch support for a fixed period (e.g., three months), after which clients may opt for a retainer agreement for continuous updates.

6. Termination and Dispute Resolution Termination clauses define the conditions under which either party can end the agreement. This section should specify:
   • Grounds for termination (e.g., breach of contract, missed deadlines).
   • Compensation: What payments are due upon termination.

   Dispute resolution: In Kenya, parties often prefer mediation or arbitration to avoid lengthy court processes. The agreement should specify the chosen method, venue, and governing law (Kenyan law, in this case).

7. Governing Law and Jurisdiction Since the agreement operates within Kenya, it must be governed by Kenyan law. For disputes, the contract should specify the jurisdiction of Kenyan courts or alternative methods like arbitration under the Nairobi Centre for International Arbitration (NCIA).

The Importance of Mobile App Software Development Agreements

A well drafted mobile app software development agreement serves multiple purposes:

• Legal Protection: Clear terms ensure that both the client and developer are protected from potential disputes.
• Project Clarity: Well-defined deliverables, timelines, and milestones help ensure that the project progresses smoothly and both parties have aligned expectations.
• IP Protection: Safeguarding intellectual property rights is critical in app development. The agreement should prevent misuse or unauthorized replication of the app.
• Avoiding Disputes: By clearly defining the payment terms, project scope, and revision processes, both parties reduce the likelihood of misunderstandings.

Do you need a software development agreement in Kenya? Please contact us on info@swkadvocates.com