Home Decorating Agreement

HOME DECORATING AGREEMENT

This Home Decorating Agreement ("Agreement") is made effective as of / / , by and between Client Name: with principal address: , and Decorator Name: with principal address: .

RECITALS

WHEREAS, Client desires to retain the services of Decorator to provide home decorating, styling and procurement services for the residence located at (the "Property"); and

WHEREAS, Decorator represents that it possesses the skill, experience and qualifications to perform the decorating services described in this Agreement and is willing to perform such services pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth their respective obligations, fees and the scope of the engagement.

NOW, THEREFORE

In consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. ENGAGEMENT

Client hereby engages Decorator, and Decorator accepts such engagement, to provide decorating services for the Property as described in Section 2. Decorator shall act as an independent contractor and shall not be considered an employee, agent, joint venturer or partner of Client.

2. SCOPE OF SERVICES

Decorator shall provide the following services: consultation, space planning, selection of color schemes, selection and procurement of furniture, fixtures and accessories, installation and styling, and coordination with contractors and vendors as necessary (collectively, the "Services"). Specific tasks, rooms and design objectives are set forth in the Scope of Services below.

3. CHANGE ORDERS

Any change to the Scope of Services shall be made only by written change order signed by both parties. The change order shall describe the change, any adjustment to the Schedule or Fees, and any additional time required. Decorator shall not be obligated to perform Services outside the written Scope absent a signed change order.

4. SCHEDULE

Work shall commence on or about / / . Estimated substantial completion is / / . Time is of the essence, but the timetable may be extended for causes beyond Decorator's reasonable control.

5. FEES AND PAYMENT

Client shall pay Decorator the total fee of $ (the "Fee"), payable as set forth below. All fees are due according to the payment schedule and are non-refundable except as expressly provided in Section 11.

Late payments shall accrue interest at until paid. Client shall be responsible for all collection costs, including reasonable attorneys' fees, if payment is not made when due.

6. MATERIALS, PROCUREMENT AND ALLOWANCES

Unless otherwise agreed in writing, Decorator may procure furniture, fixtures and materials on Client's behalf. Client shall reimburse Decorator for all reasonable costs, taxes, shipping and handling associated with procurement. Allowances for specified items shall be set forth in the Scope of Services; any costs in excess of an allowance will be billed to Client as additional charges.

7. ACCESS AND COOPERATION

Client shall provide Decorator and authorized vendors reasonable access to the Property during normal business hours and at other times by mutual agreement. Client is responsible for securing and removing personal property as reasonably requested by Decorator to allow performance of the Services.

8. WARRANTIES AND DISCLAIMER

Decorator warrants that Services shall be performed in a workmanlike manner consistent with industry standards. Except for the express warranty set forth herein, Decorator disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. Manufacturer warranties for purchased goods shall pass to Client to the extent transferable.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising from that party's breach of this Agreement, negligence, or willful misconduct, except to the extent caused by the indemnified party's negligence or willful misconduct.

10. INSURANCE

Decorator shall maintain commercial general liability insurance and, where applicable, workers' compensation insurance in amounts sufficient to cover the Services. Upon request, Decorator shall provide certificates of insurance evidencing such coverage.

11. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Upon termination, Client shall pay Decorator for Services performed and costs incurred through the effective date of termination.

12. CONFIDENTIALITY

Each party agrees to keep confidential all proprietary information disclosed by the other party in connection with the Services and not to use such information except to perform its obligations under this Agreement. Confidentiality obligations do not apply to information that is or becomes publicly known through no fault of the receiving party or that is required to be disclosed by law.

13. INTELLECTUAL PROPERTY

All original design work created by Decorator in connection with the Services shall remain the property of Decorator until payment in full of all fees due, at which time ownership of delivered documents, drawings and specifications shall transfer to Client except that Decorator retains the right to use non-confidential design concepts in its portfolio and marketing materials.

14. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. DECORATOR'S AGGREGATE LIABILITY WITH RESPECT TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT.

15. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or such other address as a party may designate by written notice in accordance with this Section.

16. AMENDMENTS; WAIVER

No amendment to this Agreement will be effective unless in writing and signed by both parties. No waiver of any breach shall constitute a waiver of any subsequent breach.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be binding.

18. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state.

19. ENTIRE AGREEMENT

This Agreement, including all exhibits, attachments and signed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

20. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

SIGNATURES

The parties have executed this Agreement as of the dates set forth below.

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