Residential Interior Design Services Agreement
Agreement made on the _____________________ (date), between
__________________________ (Name of Client) of ____________________________
________________________________________ (street address, city, state, zip code) ,
referred to herein as Client, and __________________________________ (Name of
Interior Designer), a corporation organized and existing under the laws of the state of
_____________________ (name of state), with its principal office located at
______________________________________________________________________
(street address, city, state, zip code) , referred to herein as Designer.
For and in consideration of the mutual covenants contained in this Agreement,
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
I. Scope and Description of Work
Designer agrees to perform for Client interior design services with regard to the
residence of Client located at ______________________________________________
________ (street address, city, county, state, zip code ) , said services to be hereinafter
referred to as the Project . The Project pertains to the following areas within the Client’s
residence: (For example:
Family Room;
Living Room;
Dining Room;
Kitchen;
Master Bedroom;
Master Bathroom; and/or
Basement).
II. Full Service Interior Design Services
A. Designer shall, as and where appropriate, perform the following services:
1. Determine Client’s design preferences and requirements;
2. Conduct an initial design study;
3. Provide illustrations and other materials to generally show the
suggested interior design concepts, to include furnishings, fabric, color
palettes, interior finishes, wall coverings, floor coverings, ceiling
treatments, lighting treatments, and window treatments;
4. Prepare an AutoCAD 1
layout showing the location of movable
1
The term "autocad" is frequently used to refer to any type of computer
aided drafting (CAD); however AutoCAD is actually the trademarked name
of the CAD software produced by a company called Autodesk. Autocad
furniture and furnishings;
5. Prepare plans for recommended cabinet work, interior built-ins and
other interior decorative details (also known as Interior Installations ).
B. Prior to commencing services, Designer shall receive an initial Design Fee
of $___________. This Design Fee is payable upon signing this Agreement and
is in addition to all other compensation payable to Designer under this
Agreement.
II. Interior Specifications and Purchasing Services
A. Designer will, as and where appropriate:
1. Select and/or specially design interior installations and all required
items of movable furniture, furnishings, light fixtures, hardware, fixtures,
accessories and the like (also known as Merchandise).
2. Prepare and submit for Client’s approval purchase orders for the
purchase of Merchandise.
B. Designer may, at times, request Client to engage others to provide Interior
Installations, pursuant to the arrangements set forth in Exhibit A attached hereto
and made a part hereof.
C. Merchandise to be purchased though Designer will be specified in a
written Purchase Order (PO) prepared by Designer and submitted in each
instance for the Client’s written approval. Each PO will identify the item, its
price, applicable sales tax, and freight cost to the Client. The price of each item
to the Client (also known as Client Price ) shall be the amount charged to
Designer by the supplier of such item (also known as the Supplier Price ), plus
Designer’s purchase fee of ________%. If installation is required, an estimate for
such services will be completed upon request.
D. No item will be ordered by Designer until the Purchase Order has been
approved by the Client, in writing, and returned to Designer with the required
payment equal to 100% (one hundred percent) of the Client Price.
E. Should the merchandise require a Receiving and Delivery (R&D)
Company ( e.g. large furniture), the freight cost on the Invoice will be from the
vendor to the R&D Company. The R&D Company will schedule delivery of the
mean Automatic Computer Aided Drafting or Designing. An AutoCAD
drawing consists of two working environments: model space and paper
space. The model tab is a digital representation of the real world and
objects are drawn to scale.
Merchandise directly with the Client. The Client is responsible to pay the R&D
Company directly upon receipt of the Merchandise.
F. The R&D Company will inspect all Merchandise. Should the Merchandise
arrive damaged to the R&D Company, the R&D Company will contact Designer,
who will contact the Client and schedule replacement Merchandise to be sent.
The Client will not be responsible to pay any additional freight costs.
G. Client shall inspect all merchandise upon delivery and advise the R&D
Company of any damage or non-conformity in writing at the time. Designer
reserves the right to fix or replace any damaged piece at no additional cost to the
Client.
H. Should Merchandise be sent directly to Client, Client will have 24 hours to
inspect the Merchandise . Client shall not accept any Merchandise that has
damaged packaging unless it is opened and inspected upon delivery. Should
Merchandise be delivered damaged, Client will call or email Designer . A picture
of the damaged Merchandise is required. Designer will order a replacement for
the damaged Merchandise. Client will not be responsible to pay any additional
freight costs.
I. Should the client return any Merchandise purchased through Designer
for reasons other than damage, Client will receive a ______% refund of the
Client Price. A restocking fee equal to ______% of the Client Price is required
plus the cost of freight to return the item to the vendor. All returns should occur in
the original packaging, and all merchandise must be unused and undamaged.
Should the original packaging not be suitable or available to return the
Merchandise, Client will incur the cost to adequately ship the Merchandise
without being damaged.
J. Custom Merchandise is Non-Refundable . All sales of custom
merchandise are final.
K. Once all materials are specified, complete three dimensional computer
generated renderings are available upon request at a cost of, on average,
$________ per room.
L. Any sales tax applicable to Merchandise purchased from Designer shall
be the responsibility of the Client.
III. Project Management
A. If the nature of the Project requires engagement by Client of any
contractors to perform work based upon Designer ’s concepts, drawings or
interior design specifications, Client will enter into contracts directly with the
concerned contractor.
B. Designer will, as and where appropriate, provide referral to licensed and
insured contractors and installers, meet with all contractors and installers for
estimate purposes, and review the contractors’ and installers’ work to determine
whether the work is preceding in general conformity with Designer’s concepts.
However, constant observation of the work of any contractor at the Project site is
not a part of Designer’s duties. Designer is not responsible for the performance,
quality, timely completion or delivery of any work, materials or equipment
furnished by contractors or pursuant to direct contracts with the Client.
C. Window treatment and art installers shall require a representative from
Designer to remain present at the Project site for the entire time involved to
complete the installation.
IV. Compensation
A. For all Design Services provided by Designer pursuant to this Agreement,
Designer shall be compensated by the hourly fee of $____________.
B. Based on the discussions at the initial meeting, the estimate to
complete the project is ______ (number) hours, not to exceed ______ (number)
hours.
C. Should the Client alter the project or require more than two revisions to
individual specifications or require additional services above and beyond the
scope of work covered in this Agreement, the hour estimate will be amended.
D. Client, pursuant to this Agreement will purchase Merchandise to complete
the design prepared by Designer from Designer. Should the Client make
purchases independent of Designer, the hourly fee will be amended to
$_________ per hour. This includes all hours worked on the project, past,
present, and future.
E. Hourly and project management charges will be invoiced to Client monthly
and shall be payable within thirty days of invoice date. Invoices shall be generally
sent to Client on the first of each month.
F. If any amount is not paid when due, Designer may suspend all work until
payment is received and shall have the right to request advance payment before
resuming services.
V. Miscellaneous
A. Disbursements and fees incurred by Designer in the interest of the Project
shall be reimbursed by Client to Designer within thirty days of receipt of invoices
from Designer, which shall be rendered monthly. Reimbursements shall include,
among other things, costs of long distance travel, long distance phone calls, and
duplication of plans, drawings, and specifications.
B. Any amount not paid when due under this Agreement shall bear interest at
the rate of _____% per month until paid.
C. Any estimates of cost are only for the purpose of informing Client of the
potential cost of any furniture, furnishing or service. It is understood and agreed
that such estimates are not binding, and actual costs or fees may be more or
less.
D. Designer’s drawings and specifications are conceptual in nature and
intended to set forth design intent only. They are not to be used for architectural
or engineering purposes. Designer does not provide architectural or engineering
services.
E. Designer’s services shall not include undertaking any responsibility for the
design or modification of the design of any structural, heating, air-conditioning,
plumbing, electrical, ventilation or other mechanical systems installed or to be
installed at the Project.
F. Should the nature of Designer’s design concepts require the services of
any other design professional, such a professional shall be engaged directly by
the Client pursuant to separate agreement as may be mutually acceptable to
Client and such other design professional.
G. Since Designer requires a record of its design projects, Client will permit
Designer to photograph the Project upon completion of the Project. Designer will
be entitled to use photographs for Designer’s business purposes but shall not
disclose the Project’s location or Client’s name without Client’s prior written
consent.
H. All concepts, drawings, and specifications prepared by Designer and all
copyrights and other proprietary rights applicable thereto shall remain at all times
Designer’s property. Project Documents may not be used by Client for any
purpose other than completion of Project by Designer.
I. Designer cannot guarantee that actual prices for Merchandise or other
costs or services to Client will not vary either by item or in the aggregate from
any proposed budget of Client.
J. This Agreement may be terminated by either party upon the other
party’s default in performance, provided that termination may not be effected
unless written notice specifying the nature and extent of the default is given to
the defaulting party and such party fails to cure such default in performance
within thirty days from the date of receipt of such notice. Termination shall be
without prejudice to any and all other rights and remedies of Designer, and Client
shall remain liable for all outstanding obligations owed by Client to Designer and
for all items of Merchandise, interior installations and other services on order as
of the termination date. Termination shall not void any existing purchase orders,
and Client shall continue to be responsible for any obligation incurred prior to the
effective date of termination.
K. In addition to all other legal rights, Designer shall be entitled to withhold
delivery of any item of Merchandise or the further performance of interior
installations or any other services, should Client fail to timely make payments due
L. Client will provide Designer with access to the Project and all information
Designer may need to complete the Project. It is Client’s responsibility to obtain
all approvals required by any governmental agency in connection with this
Project.
M. Designer shall not be responsible or liable for permits, governmental
approvals, engineering, architectural services, manufacturing defects, acts of
God, delays or actions of third parties.
N. The invalidity of any portion of this Agreement will not and shall not be
deemed to affect the validity of any other provision. If any provision of this
Agreement is held to be invalid, the parties agree that the remaining provisions
shall be deemed to be in full force and effect as if they had been executed by
both parties subsequent to the expungement of the invalid provision.
O. The failure of either party to this Agreement to insist upon the performance
of any of the terms and conditions of this Agreement, or the waiver of any breach
of any of the terms and conditions of this Agreement, shall not be construed as
subsequently waiving any such terms and conditions, but the same shall
continue and remain in full force and effect as if no such forbearance or waiver
had occurred.
P. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of __________________ (name of state).
Q. Unless provided herein to the contrary, any notice provided for or
concerning this Agreement shall be in writing and shall be deemed sufficiently
given when sent by certified or registered mail if sent to the respective address of
each party as set forth at the beginning of this Agreement.
R. In the event that any lawsuit is filed in relation to this Agreement, the
unsuccessful party in the action shall pay to the successful party, in addition to all
the sums that either party may be called on to pay, a reasonable sum for the
successful party's attorney fees.
S. Notwithstanding the foregoing, and anything herein to the contrary, any
dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each
party shall select one arbitrator and both arbitrators shall then select a third. The
third arbitrator so selected shall arbitrate said dispute. The arbitration shall be
governed by the rules of the American Arbitration Association then in force and
effect.
T. This Agreement shall constitute the entire agreement between the parties
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding upon either party except to the extent
incorporated in this Agreement.
U. Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if placed in
writing and signed by each party or an authorized representative of each party.
V. The rights of each party under this Agreement are personal to that party
and may not be assigned or transferred to any other person, firm, corporation, or
other entity without the prior, express, and written consent of the other party.
W. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute
but one and the same instrument.
X. In performing under this Agreement, all applicable governmental laws,
regulations, orders, and other rules of duly-constituted authority will be followed
and complied with in all respects by both parties.
WITNESS our signatures as of the day and date first above stated.
________________________________
(Name of Name of Interior Designer)
________________________ By: _____________________________
(P rinted Name of Client) ______________________________
________________________ (P rinted Name & Office in Corporation)
(Signature of Client) _________________________
(Signature of Officer)