Decoration Support Services

DECORATION SUPPORT SERVICES AGREEMENT

This Decoration Support Services Agreement (the Agreement) is made and entered into as of Effective Date: by and between Client Name: ("Client") and Service Provider Name: ("Service Provider").

WHEREAS

WHEREAS, Client desires to obtain certain decoration support services for the project identified as Project Name: located at Project Address: ; and

WHEREAS, Service Provider represents that it possesses the experience, personnel and resources necessary to provide such decoration support services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform decoration support services for Client.

1. Scope of Work

Service Provider shall provide decoration support services as described below and in any attached work schedules or exhibits. Services shall include provision of labor, supervision, coordination with third-party vendors, installation support and restoration of work areas as required for the Project.

Unless otherwise agreed in writing, the Scope of Work includes reasonable site visits and coordination but excludes structural alterations, electrical or plumbing work that require licensed trades unless explicitly listed in the Detailed Scope of Work.

2. Payment Terms

If any undisputed payment is not received within days after the due date, interest shall accrue at the lesser of (a) or (b) the maximum rate permitted by law. In addition, Client shall pay reasonable collection costs and attorneys' fees incurred in recovering unpaid amounts.

All fees are exclusive of applicable sales, use or other taxes, which shall be paid by Client unless Client provides a valid exemption certificate prior to invoicing.

3. Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: or until the Scope of Work is complete.

Either party may terminate this Agreement for convenience by providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if such breach remains uncured for a period of 14 days after written notice specifying the breach.

Upon termination, Client shall pay Service Provider for all services performed and reasonable costs incurred through the effective date of termination, including costs of demobilization and any non‑cancelable commitments.

4. Confidentiality

Each party (the Receiving Party) shall keep confidential all non-public information disclosed by the other party (the Disclosing Party) that is marked or reasonably understood to be confidential, including designs, pricing, client lists, trade secrets and proprietary methods (Confidential Information). The Receiving Party shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose it to any third party except to those employees, consultants or subcontractors who need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations shall not apply to information that (a) is or becomes publicly available through no fault of the Receiving Party, (b) is lawfully obtained from a third party without restriction, (c) is independently developed by the Receiving Party, or (d) is required to be disclosed by law or valid legal process, provided the Disclosing Party is given prompt notice and, where possible, an opportunity to seek protective measures.

5. Insurance, Indemnity and Liability

Service Provider shall maintain commercially reasonable insurance coverage appropriate to the work, including general liability and workers' compensation as required by law. Service Provider agrees to indemnify, defend and hold harmless Client from and against claims, damages and liabilities to the extent caused by Service Provider's negligent acts or willful misconduct. In no event shall either party be liable to the other for incidental, consequential or punitive damages except for liability arising from gross negligence or willful misconduct.

6. Independent Contractor; Subcontracting

Service Provider is an independent contractor and not an employee or agent of Client. Service Provider retains the right to engage subcontractors, provided Service Provider remains responsible for the performance and compliance of any subcontractors with this Agreement.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its principles of conflict of laws.

8. Entire Agreement; Amendment

This Agreement, including any attachments or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

9. Notices

Notices shall be delivered to the addresses set forth above or to such other address as either party may designate in writing.

10. Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. The parties agree to attempt in good faith to replace any invalid provision with a valid provision effectuating the parties' intent. Headings are for convenience and do not affect interpretation.

Each person signing below represents and warrants that they are authorized to execute this Agreement on behalf of the party they represent.

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