Commercial Interior Design Template

COMMERCIAL INTERIOR DESIGN AGREEMENT

RECITALS

WHEREAS, Client Name: desires to retain Designer to provide commercial interior design services for the Project Address: ; and

WHEREAS, Designer Name: represents that it has the skills, experience, and personnel to perform the services described in this Agreement effective as of Effective Date: .

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows.

PARTIES AND CONTACTS

SCOPE OF WORK

Designer shall provide professional commercial interior design services for the Project consisting of programming, conceptual design, design development, documentation, selection of finishes and furnishings, coordination with consultants, construction administration, and close-out as further described below. Services shall be performed in a professional manner in accordance with industry standards.

PAYMENT TERMS

Client shall pay Designer for services performed under this Agreement in accordance with the following payment terms and schedule.

Payments are due within the number of days specified in the payment schedule. Late payments shall accrue interest at the rate specified above and Designer may suspend services if invoices remain unpaid after thirty (30) days following written notice.

CHANGES AND ADDITIONAL SERVICES

Client may request changes to the scope of work. Any changes that affect cost, schedule, or scope shall be set forth in a written change order signed by both parties prior to commencement. Designer's hourly rates or fixed fees for additional services are set forth below or as may be agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within Notice Period: days after receipt of written notice. Upon termination, Client shall pay Designer for all services performed and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in strict confidence all non-public information provided by the other party that is marked confidential or that should reasonably be understood to be confidential given its nature ("Confidential Information"). Confidential Information may be disclosed only to employees, consultants, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is publicly known through no fault of the receiving party, independently developed by the receiving party, or rightfully obtained from a third party without restriction.

Client acknowledges that designer may share samples and manufacturer information with contractors; such limited disclosures shall remain subject to confidentiality obligations.

INTELLECTUAL PROPERTY

Designer retains all ownership and copyright in design concepts, drawings, specifications, and other original works prepared by Designer, subject to Client's payment of all sums due. Upon final payment, Designer grants Client a non-exclusive license to use deliverables solely for the Project. Reuse of drawings or designs for other projects, modifications, or extensions requires Designer's prior written consent and may require additional fees.

INSURANCE, WARRANTIES, AND INDEMNIFICATION

Designer shall maintain commercially reasonable professional liability and general liability insurance in amounts customary for the industry. Designer warrants that services will be performed in a professional and workmanlike manner. Except for willful misconduct or gross negligence, Designer's liability for claims arising out of this Agreement shall be limited to the amount of fees paid by Client to Designer for the services giving rise to the claim. Each party shall indemnify and hold harmless the other from claims arising from the indemnifying party's negligent acts or willful misconduct.

PERMITS, APPROVALS, AND CONTRACTOR COORDINATION

Client is responsible for obtaining all permits and approvals unless otherwise agreed in writing. Designer will coordinate design information with Client-selected contractors but is not responsible for contractor means, methods, or performance. Contractor selection, contract negotiation, and construction management are excluded from Designer's basic services unless explicitly included in the scope.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to choice-of-law principles. Any dispute arising under this Agreement shall first be submitted to good faith negotiation between authorized representatives. If negotiation fails, the parties may pursue mediation or binding arbitration as mutually agreed.

NOTICES

ENTIRE AGREEMENT

This Agreement, including any incorporated exhibits, scopes, and change orders executed in writing, constitutes the entire agreement between the parties with respect to the Project and supersedes all prior negotiations, representations, or agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Neither party may assign this Agreement without the prior written consent of the other, except that Designer may assign to an affiliate or successor in connection with a merger or sale of substantially all of Designer's assets. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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