Do you have a creative project in the works? Are you worried about protecting your intellectual property (IP)? There are several legal practices that creative professionals need to know when operating their businesses. Baraza Media lab hosted experts from JGIP Consultants to a lunch and learn workshop on these practices. This is a summary of  some of the key takeaways from the workshop.

Copyright: Copyright is a legal protection afforded to creators of original content. Official copyright registration is done by the Kenya Copyrights Board, and it expires after 50+ years of the author’s death.

Trademark: A trademark is a word, phrase, or symbol that identifies the source of a product or service and must be registered to be protected. Trademark registration in Kenya is done by Kenya Industrial Property Institute (KIPI), and takes approximately eight months to complete.

Intellectual Property: You own the rights to all the original content you create. Make sure to protect your IP by registering your company with the government and filing copyrights. If you are working on a project with someone else, make sure to sign an agreement outlining who owns what. This is particularly important when working online — for example, if two people are collaborating on a website, they should both own the site’s content. Never just copy content from other websites and assume it is free and clear to use — always ask the owner first!  You protect the expression of the idea, not the idea itself.

Contracts:A contract is a legally binding agreement between at least two parties that outlines the parties obligations and rights. The basic elements are Contractual Offer, Acceptance, Consideration, Capacity, Legality, and  Mutuality. Be sure to get a lawyer to look over the contract before you sign it! When negotiating a contract, be sure to document the agreement in writing, to ensure that both parties are aware of their obligations and understand what they are signing. Specific clauses to negotiate include IP Definition & Clear listing of IP (ex/TM, (c), IP Ownership, Permission to Use IP, Image, Name, Likeness, Performance etc, Termination and its effects, Payment Terms, Non – Disclosure and confidentiality. If you sign an agreement without having read it first, you may be subject to penalties. Remember to ask lots of questions if you are unsure of anything!

The three main business vehicles are partnerships, companies, and sole proprietorships. 

Partnerships: A written agreement will help to prevent disputes later down the road by clearly stating the expectations of each party and how decisions will be made. When forming a partnership, be sure to consult with an attorney to advise you whether a partnership is the right option for your type of business and help you write up a formal agreement. There are three types of partnerships. General Partnerships are those in which the partners are jointly and equally liable for the debts and returns of the partnership. Limited partnerships are those in which partners can participate in profits and losses but are not liable to the partnership’s debts.  Limited Liability Partnerships combine both characteristics of a company and a partnership.

Sole Proprietorship: This is a business structure operated and owned by one personIt is usually a business structure for small and medium sized enterprises and registration is with the Registrar of Business Names. Since you are the sole decision maker, you are liable to all losses, debts and returns of the company. Even though the formal compliances are minimal, you must register your trademark since company registration does not provide protection for the business name.

Companies: A company can be defined as an association of several persons who contribute money or money’s worth into a common stock and who employ it for some common purpose. There are three types of companies. Limited company is a company limited by shares or by guarantee. Unlimited company has no limit on the liability of its members. Private Companies restrict a member’s right to transfer shares; and prohibit invitations to the public to subscribe for shares or debentures of the company. Public Companies allow its members the right to transfer their shares in the company; and its articles do not prohibit invitations to the public to subscribe for shares or debentures of the company. If you are starting a company, be sure to file paperwork with the government, including things like a company registration form, business plan, and financial statements. Be sure to get a lawyer to look over the documents, they will be able to tell you if there are any errors or omissions and can help you make the necessary changes. It will also help to ensure that you are complying with all the legal requirements and gives your company a level of legitimacy. 


  1. Best Tax options for creatives:

The difference is negligible in terms of tax obligations. However, sole proprietorships offer a slightly lower tax obligation on the income/profit made than partnerships and companies. Always consider the exposure to risk and what kind of business you will be running.

  1. How technical is company registration:

Not very. The process is automated on eCitizen and simple enough for anyone.

  1. Must haves on a service contract:

Parties; Term of the contract; Duties of all the parties; termination and its effects; Intellectual property; Remuneration; Work for Hire Relationship; Non – disclosure; Dispute Resolution; Governing Law.

  1. Red Flags in a Contract:

Unclear timelines; unclear duties and responsibilities; no provision for termination.

  1. Best Way to Settle Breach of Contract:

There are many remedies available at law e.g., Damages; Specific performance; rescission. The contract will usually provide for how disputes will be resolved by the parties e.g., court process or out of court settlement. Alternative dispute resolution processes are negotiation, arbitration and mediation. 

By Cynthia Adongo


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