Design Agreement

Residential Interior Design Services Agreement

Agreement made on the , between

of , referred to herein as Client, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Designer.

For and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Scope and Description of Work

Designer agrees to perform for Client interior design services with regard to the residence of Client located at , said services to be hereinafter referred to as the Project.

The Project pertains to the following areas within the Client’s residence:

Family Room
Living Room
Dining Room
Kitchen
Master Bedroom
Master Bathroom
Basement

II. Full Service Interior Design Services

A. Designer shall, as and where appropriate, perform the following services:

1. Determine Client’s design preferences and requirements;

2. Conduct an initial design study;

3. Provide illustrations and other materials to generally show the suggested interior design concepts, to include furnishings, fabric, color palettes, interior finishes, wall coverings, floor coverings, ceiling treatments, lighting treatments, and window treatments;

4. Prepare an AutoCAD layout showing the location of movable furniture and furnishings;

5. Prepare plans for recommended cabinet work, interior built-ins and other interior decorative details (also known as Interior Installations).

B. Prior to commencing services, Designer shall receive an initial Design Fee of $. This Design Fee is payable upon signing this Agreement and is in addition to all other compensation payable to Designer under this Agreement.

III. Interior Specifications and Purchasing Services

A. Designer will, as and where appropriate:

1. Select and/or specially design interior installations and all required items of movable furniture, furnishings, light fixtures, hardware, fixtures, accessories and the like (also known as Merchandise).

2. Prepare and submit for Client’s approval purchase orders for the purchase of Merchandise.

B. Designer may, at times, request Client to engage others to provide Interior Installations, pursuant to the arrangements set forth in Exhibit A attached hereto and made a part hereof.

C. Merchandise to be purchased though Designer will be specified in a written Purchase Order (PO) prepared by Designer and submitted in each instance for the Client’s written approval. Each PO will identify the item, its price, applicable sales tax, and freight cost to the Client. The price of each item to the Client (also known as Client Price) shall be the amount charged to Designer by the supplier of such item (also known as the Supplier Price), plus Designer’s purchase fee of . If installation is required, an estimate for such services will be completed upon request.

D. No item will be ordered by Designer until the Purchase Order has been approved by the Client, in writing, and returned to Designer with the required payment equal to 100% (one hundred percent) of the Client Price.

E. Should the merchandise require a Receiving and Delivery (R&D) Company (e.g. large furniture), the freight cost on the Invoice will be from the vendor to the R&D Company. The R&D Company will schedule delivery of the Merchandise directly with the Client. The Client is responsible to pay the R&D Company directly upon receipt of the Merchandise.

F. The R&D Company will inspect all Merchandise. Should the Merchandise arrive damaged to the R&D Company, the R&D Company will contact Designer, who will contact the Client and schedule replacement Merchandise to be sent. The Client will not be responsible to pay any additional freight costs.

G. Client shall inspect all merchandise upon delivery and advise the R&D Company of any damage or non-conformity in writing at the time. Designer reserves the right to fix or replace any damaged piece at no additional cost to the Client.

H. Should Merchandise be sent directly to Client, Client will have 24 hours to inspect the Merchandise. Client shall not accept any Merchandise that has damaged packaging unless it is opened and inspected upon delivery. Should Merchandise be delivered damaged, Client will call or email Designer. A picture of the damaged Merchandise is required. Designer will order a replacement for the damaged Merchandise. Client will not be responsible to pay any additional freight costs.

I. Should the client return any Merchandise purchased through Designer for reasons other than damage, Client will receive a refund of the Client Price. A restocking fee equal to of the Client Price is required plus the cost of freight to return the item to the vendor.

J. Custom Merchandise is Non-Refundable. All sales of custom merchandise are final.

K. Once all materials are specified, complete three dimensional computer generated renderings are available upon request at a cost of, on average, $ per room.

L. Any sales tax applicable to Merchandise purchased from Designer shall be the responsibility of the Client.

IV. Project Management

A. If the nature of the Project requires engagement by Client of any contractors to perform work based upon Designer’s concepts, drawings or interior design specifications, Client will enter into contracts directly with the concerned contractor.

B. Designer will, as and where appropriate, provide referral to licensed and insured contractors and installers, meet with all contractors and installers for estimate purposes, and review the contractors’ and installers’ work to determine whether the work is proceeding in general conformity with Designer’s concepts. However, constant observation of the work of any contractor at the Project site is not a part of Designer’s duties. Designer is not responsible for the performance, quality, timely completion or delivery of any work, materials or equipment furnished by contractors or pursuant to direct contracts with the Client.

C. Window treatment and art installers shall require a representative from Designer to remain present at the Project site for the entire time involved to complete the installation.

V. Compensation

A. For all Design Services provided by Designer pursuant to this Agreement, Designer shall be compensated by the hourly fee of $.

B. Based on the discussions at the initial meeting, the estimate to complete the project is hours, not to exceed hours.

C. Should the Client alter the project or require more than two revisions to individual specifications or require additional services above and beyond the scope of work covered in this Agreement, the hour estimate will be amended.

D. Client, pursuant to this Agreement will purchase Merchandise to complete the design prepared by Designer from Designer. Should the Client make purchases independent of Designer, the hourly fee will be amended to $ per hour. This includes all hours worked on the project, past, present, and future.

E. Hourly and project management charges will be invoiced to Client monthly and shall be payable within thirty days of invoice date. Invoices shall be generally sent to Client on the first of each month.

F. If any amount is not paid when due, Designer may suspend all work until payment is received and shall have the right to request advance payment before resuming services.

VI. Miscellaneous

A. Disbursements and fees incurred by Designer in the interest of the Project shall be reimbursed by Client to Designer within thirty days of receipt of invoices from Designer, which shall be rendered monthly. Reimbursements shall include, among other things, costs of long distance travel, long distance phone calls, and duplication of plans, drawings, and specifications.

B. Any amount not paid when due under this Agreement shall bear interest at the rate of per month until paid.

C. Any estimates of cost are only for the purpose of informing Client of the potential cost of any furniture, furnishing or service. It is understood and agreed that such estimates are not binding, and actual costs or fees may be more or less.

D. Designer’s drawings and specifications are conceptual in nature and intended to set forth design intent only. They are not to be used for architectural or engineering purposes. Designer does not provide architectural or engineering services.

E. Designer’s services shall not include undertaking any responsibility for the design or modification of the design of any structural, heating, air-conditioning, plumbing, electrical, ventilation or other mechanical systems installed or to be installed at the Project.

F. Should the nature of Designer’s design concepts require the services of any other design professional, such a professional shall be engaged directly by the Client pursuant to separate agreement as may be mutually acceptable to Client and such other design professional.

G. Since Designer requires a record of its design projects, Client will permit Designer to photograph the Project upon completion of the Project. Designer will be entitled to use photographs for Designer’s business purposes but shall not disclose the Project’s location or Client’s name without Client’s prior written consent.

H. All concepts, drawings, and specifications prepared by Designer and all copyrights and other proprietary rights applicable thereto shall remain at all times Designer’s property. Project Documents may not be used by Client for any purpose other than completion of Project by Designer.

I. Designer cannot guarantee that actual prices for Merchandise or other costs or services to Client will not vary either by item or in the aggregate from any proposed budget of Client.

J. This Agreement may be terminated by either party upon the other party’s default in performance, provided that termination may not be effected unless written notice specifying the nature and extent of the default is given to the defaulting party and such party fails to cure such default in performance within thirty days from the date of receipt of such notice. Termination shall be without prejudice to any and all other rights and remedies of Designer, and Client shall remain liable for all outstanding obligations owed by Client to Designer and for all items of Merchandise, interior installations and other services on order as of the termination date. Termination shall not void any existing purchase orders, and Client shall continue to be responsible for any obligation incurred prior to the effective date of termination.

K. In addition to all other legal rights, Designer shall be entitled to withhold delivery of any item of Merchandise or the further performance of interior installations or any other services, should Client fail to timely make payments due.

L. Client will provide Designer with access to the Project and all information Designer may need to complete the Project. It is Client’s responsibility to obtain all approvals required by any governmental agency in connection with this Project.

M. Designer shall not be responsible or liable for permits, governmental approvals, engineering, architectural services, manufacturing defects, acts of God, delays or actions of third parties.

N. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

O. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

P. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

Q. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

R. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

S. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

T. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

U. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

V. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

W. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

X. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.