Interior Design Panels Form

INTERIOR DESIGN PANELS AGREEMENT

This Interior Design Panels Agreement (the Agreement) is entered into by the following parties on the Effective Date set forth below.

Client Name:     Designer Name:

RECITALS

WHEREAS, Client wishes to engage Designer to supply, fabricate, finish and, if selected, install interior design panels for the project described herein; and

WHEREAS, Designer represents that it has the professional skill, equipment and experience necessary to perform the fabrication, finishing and installation services for interior design panels in accordance with the specifications and schedule agreed by the parties; and

WHEREAS, the parties desire to set forth the terms under which Designer will provide panels, related materials and services to Client.

1. SCOPE OF WORK

Designer shall furnish all labor, materials and equipment necessary to fabricate, finish and deliver the panels described below and, if selected, to install the panels at the Delivery Address. The specific tasks, design drawings, tolerances and acceptance criteria for the panels are as follows:

2. PANEL SPECIFICATIONS

The parties acknowledge that panels will be produced per the below schedule of types and unit details. Designer shall manufacture panels consistent with the materials, dimensions and finishes specified below.

3. PAYMENT TERMS

Client shall pay Designer the Total Contract Amount as follows. Payment is due in accordance with the schedule below. All amounts are stated in the currency indicated in the invoice.

Late payments shall incur a late fee as set forth below. Designer may suspend further performance if invoices are not timely paid following written notice.

4. DELIVERY, INSTALLATION & ACCEPTANCE

5. TERM & TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Section, shall terminate on the End Date.

Either party may terminate this Agreement for material breach if the breaching party fails to cure within the notice period above following written notice. Termination shall not relieve Client of payment obligations for work performed and materials supplied prior to the effective date of termination.

6. CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in written, graphic, electronic or oral form that is designated as confidential or that reasonably should be understood to be confidential.

Receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except as necessary to perform this Agreement, and shall use at least the same degree of care to protect Confidential Information as it uses for its own confidential information but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no breach by the receiving party, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

7. WARRANTIES & LIMITATIONS

Designer warrants that panels will materially conform to the specifications in Section 2 for a warranty period specified below, provided that Client notifies Designer in writing of any nonconformity within the Acceptance Period. Designer's sole obligation under this warranty shall be, at Designer's option, to repair or replace nonconforming panels or refund the portion of the purchase price attributable to the nonconforming panels.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND DESIGNER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT.

8. CHANGE ORDERS

Any changes to the Scope of Work shall be made only by written change order signed by both parties. Change orders shall set forth the changes, the effect on price and schedule, and any other modifications to this Agreement.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of its negligent acts or omissions in connection with performance of this Agreement, provided that the indemnified party gives prompt written notice of the claim and permits the indemnifying party to control the defense and settlement of the claim.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Agreement, together with any exhibits or change orders specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

12. NOTICES

All notices, requests, claims and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth below or as otherwise provided in writing.

13. MISCELLANEOUS

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 are independent contractors and neither party is an agent or partner of the other. This Agreement may be executed in counterparts, each of which shall be deemed an original.

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