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Terms OF REFERENCE FOR RETAINER LEGAL SERVICES
REF. KEN/26/NBO/23/ADM
Introduction
Terre des hommes Foundation (Tdh) is the leading Swiss organization dedicated to children’s rights. For over 60 years, Tdh has worked globally to protect children, support their wellbeing, and advocate for child rights in fragile, humanitarian, and development contexts. Through integrated programming approaches, Tdh collaborates with governments, civil society, research institutions, and the private sector to strengthen child protection systems and improve outcomes for vulnerable children and youth.
Objective
Tdh-Kenya seeks to engage a competent legal firm on a retainer and case-by-case basis, as applicable, to provide a broad range of legal support services as outlined in the Scopes of Work. The firm must demonstrate expertise and experience in labour/employment law as well as corporate law. Familiarity with the NGO sector and applicable regulatory frameworks are required. Suitable legal firms are hereby required to submit their intent to offer their services for consideration reference to Scopes of Work below.
Scopes of Work
The successful firm’s scope of the assignment shall be to offer legal services on broad aspects of law that include field of labor/employment related matters and corporate etc. The services provided under this scope shall be on a case-to-case basis unless the applicant specifies otherwise. The applicant should indicate its area of specialization in addition to spelling out any other available extended services. The scope includes, but is not limited to, the following areas:
Labor and Employment
Providing legal advice and opinion on the instructions issued across various areas of
employment related laws.
Litigation support, including handling litigation processes on employment related cases,alternative dispute resolution on labour disputes, managing the legal processes with the courts of law, statutory tribunals, and other bodies/parties.
Serves as Tdh-Kenya’s representative in all legal matters including, court proceedings for legal cases, legal disputes and alternative dispute resolution forums.
Manages processes for closure of legal cases including dispute resolution, settlement negotiations, costs taxation and collection including other areas of the law.
Draw up formalities regarding the settlement of disputes and monitor the implementation of the legal clauses.
Provide ad hoc legal advice and guidance to HR Unit on matters of recruitment, separation and litigations to minimize risk exposure to the organization
Review of HR Related documents including but not limited to employment contracts, annexes and HR Policies for compliance with the labour laws and other underlying laws as applicable for risk mitigation within the context of Tdh-Kenya’s nature of business environment.
Provide prompt updates to Tdh-Kenya on legislative changes and relevant laws that affects labour and employment matters.
Any other employment and labour related legal services that Tdh-Kenya might require from time to time
Legal Services- Corporate
The successful firm will provide corporate legal services across a broad range of matters. These services will be delivered on a retainer or outsourced basis and will function as an extension of, or alternative to, an in-house legal unit. The engagement is intended to support risk management and compliance. Applicants should clearly explain how their service delivery model will operate. Firms must demonstrate specialization and proven experience in corporate law. The scope of the assignment should include but not limited to the following areas:
Provide routine corporate legal support to the management.
Monitor changes in relevant legislation and the regulatory environment and provide prompt updates to Tdh-Kenya to assure compliances.
Review of documents including but not limited to Memorandum of understanding (MOU’s) with partners, Service Level Agreements (SLA’s) and contracts with other parties for compliance with underlying laws as applicable for risk mitigation.
Provide advice on clauses for inclusion on contracts/Agreements to safeguard the organization from potential risks
Serves as the liaison for all legal cases and related issues.
Provide legal advice and opinions to management on legal matters as they arise, including handling related legal processes.
Protect the organization against legal risks and violations including providing guidance on necessary methods to protect the company from legal risks.
Review ongoing cases and advise management accordingly while maintaining a Tracker
PBO Act compliance, PBO Authority filing requirements, deregistration risk management, and liaison with the PBO Authority.
IP ownership and licensing advice for any intellectual property developed by Tdh individually or in a partnership.
Mandatory requirements
Business registration documents for companies.
Law Firm profile and staff structure or profile of the individual legal officer.
Current and valid Practicing Certificates.
Proof that the bidder has been in existence and practiced for a period of at least five (5) years prior to the closing date of this request.
Proof of membership to relevant professional legal body.
Copy of valid Tax Compliance Certificate.
List of at least five past clients with contact information.
Detailed Financial proposal.
NOTE: Bidders who do not submit above mandatory requirements shall be considered unresponsive, therefore, shall not proceed to the next stage.
Technical requirements
The technical requirements are indicated below:
Introduction: Profile of the firm (the firm’s qualifications) not exceeding 3 pages
Background: Understanding of the scope of work and proposed delivery approach or methodology
Firm’s experience and expertise in undertaking assignments of similar nature and experience(Table with: Name of organization, brief description of assignment, duration of the assignment (Dates), reference person contacts
Summary on Company values on Compliance and ethics
Proposed team composition of key personnel and their qualification details
Past performance and at least Five (5) references and testimonials from current and past clients preferably in non-profit sector (at least three (3) in the last one year)
Bidders who do not submit above technical requirements shall be considered unresponsive, therefore, shall not proceed to the next stage.
Financial requirements
The financial bid must indicate separately:
Breakdown of professional fees for the services as per each of the scopes of work.
Monthly retainer fees for the legal services provision to Tdh-Kenya out lining the services offered under the retainer.
Breakdown of other administrative costs where applicable
Summary table of all costs.
The prices and rates in the financial bid should clearly state the amounts exclusive of VAT and the applicable VAT amount and other levies. All cost must be in Kenya shillings
Qualifications and Areas of Expertise
Tdh-Kenya is interested with Service provider with wide range of knowledge and expertise on, but not limited to below
Legal and Regulatory Compliance, especially NGO Sector.
Employment & Labor Law.
Commercial/Company Law.
Litigation and Dispute Resolution
Communication Skills- Ability to explain complex legal concepts in an understandable manner.
Technical Skill- Proficiency in legal research and ability to review contracts, agreements, and other legal documents
Data Protection, Intellectual Property and Patent Protection
Sponsored, Funded / Financial terms- specifically NGO sector.
General dispute resolution and/ or litigation.
General government relations.
Legal and Governance Audit.
How to apply
Bids submission Instructions
Bidders must submit their proposals on company letterhead by email in electronic, password-protected format to [email protected] no later than June 30th, 2026, at10:00 a.m. EAT. Physical submissions will not be accepted.
The email subject must me clearly indicated as “PROVISION OF LEGAL SERVICES 2026-2028 PROPOSAL: REF. KEN/26/NBO/23/ADM’’
Tdh-Kenya shall require a credit period of 30 days from receipt of the invoices/debit notes.
Tdh-Kenya reserves the right to accept or reject any or all proposals/bids received and is not bound to give reasons for its decision.
The currency of the bids and payments shall be in Kenya Shillings.
Tdh-Kenya will disqualify a bidder where it is determined that the bidder has engaged in corrupt or fraudulent activities in competing for the bidding including canvassing.
The request for proposal does NOT constitute a commitment on the part of Tdh-Kenya, nor does it commit Tdh-Kenya to pay for costs incurred in the preparation and submission of the proposal. The bidder shall bear all costs associated with the preparation of its proposal.
Bidders are requested to submit any questions by not later than June 24th,2026,
to [email protected] .No questions or clarifications should be sought after this date