Intellectual property earns its value when you commercialise it. IP licensing in Kenya lets you allow others to use your brand, invention or content for a fee, while keeping ownership; an assignment transfers ownership outright. This guide explains the difference, how franchising fits in, and the terms that decide whether a deal protects you or exposes you.
This guide is for owners who want to commercialise their IP, businesses taking a licence or a franchise, and investors valuing an IP portfolio. If you are registering the underlying right, see our guides to trademark registration and to protecting intellectual property in Kenya. For the wider agreement, our corporate and commercial team acts alongside.
There are two basic ways to let value flow from intellectual property. First, a licence is permission: you keep ownership and let another party use the right, for a defined purpose, time and place, usually for a royalty or fee. By contrast, an assignment is a sale: you transfer ownership of the right to the other party, and it becomes theirs. So the choice drives everything else, because a licensor retains control and a continuing income, while an assignor gives up the asset for a price. In practice, most brand and technology deals are licences; assignments are common on a business sale, a group reorganisation or a buy-out of a creator’s rights.
Each type of right licenses a little differently.
A franchise is not a separate statutory creature in Kenya; it is a commercial structure built on IP. At its heart it is a licence of the franchisor’s brand, business system and know-how, combined with obligations on standards, supply, fees and territory. Because Kenya has no dedicated franchise statute, a franchise stands or falls on its contract and on the general law, including competition rules on restrictive terms. So the drafting carries all the weight, which is exactly why franchise agreements repay careful legal work.
| Feature | Licence | Assignment |
|---|---|---|
| Ownership | Stays with you | Transfers to the other party |
| Income | Ongoing royalties or fees | One-off price |
| Control | You keep control on the agreed terms | You give up control |
| Typical use | Brand, technology and content deals; franchising | Business sale, reorganisation, buy-out |
| Formality | Written; recordable for registered rights | Written; record with the registry; copyright in writing |
Whether a licence protects or exposes you comes down to a handful of clauses: the scope of the rights granted and any field-of-use limits; the territory; whether the grant is exclusive, sole or non-exclusive; quality control and standards, especially for trademarks; the royalty or fee and how it is calculated and audited; the term and the grounds for termination; and what happens to the rights and materials when the deal ends. Weakness in any of these is where licensing disputes come from.
What is the difference between a licence and an assignment? A licence lets someone use your IP while you keep ownership; an assignment transfers ownership outright.
Can I license my trademark and keep it? Yes. A licence keeps ownership with you, but it must let you control the quality of the licensee’s goods or services.
Does a copyright assignment have to be in writing? Yes. Under the Copyright Act, an assignment and an exclusive licence of copyright must be in writing.
Is a franchise a special kind of licence? In substance, yes. A franchise is a bundle of IP licences plus commercial obligations, governed by contract and the general law.
Should I record a licence or assignment? For registered rights, record the assignment, and the licence where the law allows, so the registry reflects the true position.
The recurring mistakes are licensing a trademark without a quality-control clause, which weakens the brand; failing to put a copyright deal in writing; and not recording an assignment of a registered right, so the register still shows the old owner. In franchising, the classic error is a thin agreement that leaves standards, territory, fees and exit unclear. And many deals omit an audit right, so the licensor cannot check the royalties it is owed.
Our intellectual property and commercial teams draft and negotiate IP licences, assignments, franchise agreements and technology-transfer deals, and record them with the registries where required. We act for owners commercialising their IP and for businesses taking licences and franchises, and we build in the controls that protect the value. To structure an IP deal, contact John Maina or Kenneth Likoko, Partners, at OLM Law Advocates LLP.
This article is a general guide only and is not legal advice. Please seek advice on your specific circumstances.
OLM Law Advocates LLP protects brands, inventions, designs and content: registration, licensing, cross-border filing and enforcement.
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