Interior Design Project

INTERIOR DESIGN PROJECT AGREEMENT

This Interior Design Project Agreement ("Agreement") is entered into as of between Client Name: with primary address: , and Designer Name: with primary address: .

Whereas

WHEREAS, Client seeks professional interior design services for the project described below and desires to engage Designer to provide such services in accordance with the terms set forth in this Agreement.

WHEREAS, Designer represents that Designer has the skill, experience, and professional capability to perform the Services and will perform them in a professional and workmanlike manner consistent with industry standards.

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the scope, schedule, and compensation for the Project.

Project Identification

Scope of Work

Designer will provide interior design services for the Project as described below. The Scope of Work includes conceptual design, space planning, selection of materials and finishes, furnishing specifications, and construction administration limited to design-related matters. The parties may supplement this Scope by written change order executed in accordance with this Agreement.

Payment Terms

In consideration for the Services, Client shall pay Designer the fees and reimbursable costs set forth below. Fees are exclusive of sales, use, excise, value-added and other taxes unless otherwise noted; such taxes are the responsibility of Client.

Change Orders and Additional Costs

Any material change in the Scope of Work, additional services, or unforeseeable conditions shall be documented in a written change order signed by both parties. Additional costs for materials, specialty vendors, or modifications to the design will be billed separately and are payable under the same terms as other invoices.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until completion of the Services or on Estimated Completion Date: , unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered no fewer than days prior to the effective termination date. Either party may terminate for cause if the other party materially breaches any provision and fails to cure the breach within 14 days after receipt of written notice specifying the breach.

Upon termination, Designer shall be paid for all work performed and costs incurred through the effective date of termination, including reasonable close-out costs. Designer shall deliver to Client all work-in-progress and completed deliverables upon payment.

Confidentiality

Each party shall maintain as confidential all non-public information disclosed by the other party that is marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was in the receiving party's lawful possession prior to disclosure; (iii) is lawfully disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. The receiving party may disclose Confidential Information to its employees, contractors, and agents on a need-to-know basis provided they are bound by substantially similar confidentiality obligations. Remedies for breach include injunctive relief and recovery of damages.

Intellectual Property

Designer retains all copyright and other intellectual property rights in design concepts, drawings, specifications, renderings, and other design documents created for the Project (collectively, "Design Documents") until Designer has received final payment in full. Upon full payment, Designer grants Client a non-exclusive, non-transferable license to use the Design Documents solely for the Project at the Project Location. Reuse of Design Documents for other projects or locations, or modification by third parties, is prohibited without Designer's prior written consent and may require additional fees.

Warranties, Insurance, and Liability

Designer warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, DESIGNER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Designer's total liability to Client for any claim arising out of or relating to this Agreement shall not exceed the total fees paid to Designer under this Agreement, except for liability resulting from Designer's gross negligence or willful misconduct. Each party shall maintain customary insurance coverage appropriate to its obligations under this Agreement.

Indemnification

Client shall indemnify, defend and hold Designer harmless from and against third-party claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of Client's use of the Design Documents, Client-furnished information, or Client's breach of this Agreement, except to the extent caused by Designer's gross negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising out of this Agreement shall be resolved in the state or federal courts located within that state.

Entire Agreement and Severability

This Agreement, including all exhibits and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this section.

Miscellaneous Provisions

The parties are independent contractors and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Designer may assign receivables to a financing entity. Headings are for convenience only and shall not affect interpretation.

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