Interior Design Wall Dividers

Interior Design Wall Dividers Agreement

Parties

Recitals

WHEREAS, Client desires the design, fabrication and/or installation of interior wall dividers and related elements at the project location identified in this Agreement; and

WHEREAS, Service Provider has professional experience in interior design, materials selection, fabrication oversight and installation services for custom wall divider systems and agrees to perform such services under the terms set forth herein; and

WHEREAS, the parties wish to set forth the terms, deliverables, schedule and payment terms for the design and installation of wall dividers.

Project Identification

Scope of Work

Service Provider shall perform the professional services described below. The scope includes design development, selection of materials and finishes, preparation of construction documents as required for fabrication, coordination with fabricators and installers, on-site supervision during installation, and final inspection and acceptance testing as specified.

Payment Terms

Client shall pay Service Provider the total contract price specified below in accordance with the schedule and milestones described. All payments are due in U.S. dollars and are exclusive of applicable taxes unless otherwise stated.

Deposit due on or before: Day Month Year .

Late payments shall incur a late fee of % per month on the outstanding balance, or the maximum rate permitted by law, and Client shall reimburse Service Provider for reasonable collection costs, including legal fees.

Term and Termination

This Agreement commences on the Start Date and continues until completion of the services or the End Date, whichever occurs first, unless earlier terminated pursuant to this section.

Start Date: Day Month Year .

End Date (if applicable): Day Month Year .

Either party may terminate for convenience upon written notice to the other party at least days prior to termination. Termination for cause may be declared if a material breach remains uncured for a period of 15 days after written notice, and the non-breaching party may pursue available remedies.

Upon termination, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination, including reasonable demobilization and closeout costs.

Change Orders

Any material change to the Scope of Work, materials, finishes, design specifications, or installation procedures must be documented in a written change order signed by both parties. Change orders shall include revisions to price and schedule as necessary.

Acceptance, Inspection and Warranty

Upon completion of installation, Client shall have days to inspect and notify Service Provider of any non-conforming work. Service Provider shall correct defects at its expense provided the reported defects are not the result of misuse, modification by others, or ordinary wear and tear.

Service Provider warrants that materials and workmanship supplied under this Agreement shall be free from defects for a period of months from the date of final acceptance, subject to the terms of this Agreement.

Confidentiality

Each party shall maintain in strict confidence all proprietary and non-public information disclosed by the other party in connection with this Agreement, including drawings, specifications, pricing, shop drawings, and business information ("Confidential Information"). Confidential Information shall not be disclosed to third parties except as necessary for performance and shall be used solely for the purposes of this Agreement.

The obligations under this Confidentiality section shall survive termination of this Agreement for a period of years, except to the extent disclosure is required by law.

Insurance and Indemnification

Service Provider shall maintain commercial general liability insurance and, where applicable, professional liability insurance and workers' compensation coverage. Service Provider shall indemnify and hold Client harmless from third party claims arising out of Service Provider's negligence in performance of the services, subject to the limitations set forth in this Agreement.

Limitation of Liability

Except for liability arising from gross negligence or willful misconduct, each party's aggregate liability to the other for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement. In no event shall either party be liable for special, incidental or consequential damages.

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 promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration or litigation as agreed below.

Entire Agreement; Amendments

This Agreement, including the Scope of Work, payment schedule and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties to be effective.

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. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of its business.

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