Interior Design Contract

INTERIOR DESIGN CONTRACT

Parties

Recitals

WHEREAS, Designer is engaged in the business of providing interior design and space-planning services, and represents that Designer has the qualifications, experience, and ability to perform the services described herein; and

WHEREAS, Client desires to engage Designer to provide interior design services for the property located at (the "Project"), and Designer is willing to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

Scope of Work

Designer shall provide professional interior design services for the Project as described in this section. Services may include space planning, selection and specification of finishes, fixtures, furnishings, preparation of drawings and schedules, procurement assistance, coordination with contractors, and project administration as applicable.

Deliverables and Schedule

Designer will deliver the items and milestones identified below in accordance with the schedule. Any change to the schedule shall be subject to a written change order.

Payment Terms

Client shall pay Designer for services and authorized expenses according to the following terms.

Late payments shall accrue interest at per month (or the maximum permitted by law), plus any costs of collection including reasonable attorney fees.

Client shall reimburse Designer for pre-approved expenses reasonably incurred on Client's behalf, including but not limited to samples, delivery, custom fabrication, and subcontractor invoices. Reimbursable expenses shall be billed with supporting documentation and due according to the payment schedule above.

Include reimbursable expenses: Yes

Change Orders

Any modification to the Scope of Work shall be made only by written change order signed by both parties. Change orders shall include a description of the change, adjustments to compensation, and any revision of schedule. Designer shall not be required to perform work for which Client has not approved a written change order.

Term and Termination

This Agreement commences on and continues until completion of the services or until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. In the event of termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination and for any work in progress as set forth in the final invoice.

Confidentiality

Each party shall maintain the confidentiality of the other's proprietary information disclosed in connection with this Agreement and shall not use or disclose such information except as necessary to perform its obligations hereunder or as required by law. Confidential information does not include information that is or becomes publicly known through no breach of this Agreement.

Intellectual Property and Use of Designs

Designer retains copyright and all intellectual property rights in design concepts, drawings, plans, specifications, and related materials prepared by Designer, whether or not executed. Upon full payment of all amounts due, Designer grants Client a non-exclusive license to use the deliverables for the Project at the Project location. Use of Designer's work beyond the Project or transfer to a third party requires Designer's prior written consent and may be subject to additional fees.

Indemnification and Limitation of Liability

Each party shall indemnify the other against claims arising from its negligent acts or omissions in performing this Agreement. Designer's liability for any claim, whether in contract, tort, or otherwise, arising out of this Agreement shall be limited to direct damages not to exceed the total compensation paid to Designer under this Agreement. In no event shall Designer be liable for special, incidental, consequential, or punitive damages.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. If litigation is commenced, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the governing state.

Entire Agreement

This Agreement, including any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing contained herein shall be construed to create a partnership, joint venture, or employment relationship.

Acceptance

By signing below, Client acknowledges that Client has read, understood, and agrees to be bound by the terms of this Agreement and authorizes Designer to proceed with the services described herein upon receipt of the required deposit.

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