Interior Design Service Contract

INTERIOR DESIGN SERVICE CONTRACT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Designer is engaged in the business of providing interior design services, including but not limited to space planning, selection of finishes and furnishings, procurement management, and applicable project administration;

WHEREAS, Client desires to retain Designer to provide interior design services for the property identified in this Agreement and Designer is willing to provide such services pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows.

Scope of Work

Designer shall furnish professional interior design services for the project described below. Services shall include design development, material and finish selection, furniture and fixture selection, preparation of drawings/specifications, procurement assistance, and coordination with contractors as required.

Change Orders and Additional Services

Any material change to the Scope of Work will be documented in a written change order signed by both parties. Additional services requested by Client that are beyond the Scope of Work shall be billed separately at Designer's standard hourly rates or at a mutually agreed fixed fee. Designer shall not be obligated to commence additional services until the parties agree in writing to scope and compensation for such services.

Payment Terms

Client agrees to pay Designer the fees and expenses set forth below in exchange for the Services. All amounts are due in U.S. dollars unless otherwise stated.

Invoices are due within the period specified in the invoice. Any undisputed amounts not paid when due shall accrue a late fee of % per month (or the maximum permitted by law, if less). Client is responsible for all costs of collection, including reasonable attorney fees, for overdue payments.

Term and Termination

The term of this Agreement shall commence on and continue until completion of the Services or until , unless earlier terminated as permitted herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to termination. Designer may terminate immediately for nonpayment or material breach by Client. Upon termination, Client shall pay Designer for all Services performed and expenses incurred through the effective date of termination, plus reasonable wind-down costs.

Confidentiality

Each party acknowledges that in the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public business or technical information, drawings, specifications, pricing, and procurement details disclosed in any form. Each party shall (a) hold such Confidential Information in strict confidence, (b) use it only for the purposes of performing obligations under this Agreement, and (c) not disclose it to third parties except to employees, contractors, or agents who have a need to know and who are bound to confidentiality obligations at least as protective as those contained herein.

Confidentiality obligations shall survive termination of this Agreement for years, except with respect to trade secrets, which shall be protected for so long as they remain trade secrets under applicable law. Confidential Information does not include information that is or becomes publicly known other than through breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

Intellectual Property

Designer retains ownership of original design documents, drawings, concept boards, digital files, and other design materials created by Designer in connection with the Services, subject to the license rights granted below. Upon full payment of all fees due under this Agreement, Designer grants Client a non-exclusive, non-transferable license to use final design deliverables for the project location. Reuse of designs for other projects or resale of Designer-created documents is prohibited without Designer's prior written consent and compensation.

Warranties; Limitation of Liability; Indemnification

Designer warrants that services will be performed in a professional manner consistent with industry standards. Except for this warranty, Designer disclaims all other warranties, express or implied. In no event shall Designer's liability exceed the fees paid to Designer under this Agreement for the portion of Services causing the claim. Neither party shall be liable for consequential, incidental, punitive, or special damages.

Client shall indemnify and hold Designer harmless from any third-party claims, liabilities, losses, or expenses (including reasonable attorney fees) arising from Client's negligence, misuse of deliverables, or failure to obtain required approvals or permits.

Insurance and Independent Contractor

Designer is an independent contractor and not an employee of Client. Designer shall maintain appropriate professional liability and general liability insurance as required by industry practice. Designer may engage subcontractors to perform portions of the Services; Designer shall remain responsible for the performance of such subcontractors.

Governing Law; 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 shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by binding arbitration administered in accordance with the rules agreed by the parties and held in a venue within the governing state unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, together with any attached exhibits and executed change orders, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. No amendment to this Agreement shall be effective unless executed in writing by both parties.

Miscellaneous Provisions

If any provision of this Agreement is found to be illegal or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Designer may assign to an affiliate or in connection with a sale of substantially all of its business assets.

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