Office Design Proposal

Office Design Proposal

Parties

Recitals

WHEREAS, Client Name: (the "Client") desires professional interior design and space planning services for the office premises described herein; and

WHEREAS, Designer Name: (the "Designer") is willing to provide such services in accordance with the terms and conditions set forth in this Proposal;

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

Project Identification

Scope of Work

The Designer shall provide professional office design services including programming, schematic layout, furniture selection, finishes specification, construction documentation as required for the Project and coordination with Client-selected contractors. Specific tasks, deliverables and exclusions are set forth below.

Payment Terms

Client shall pay Designer the fees described below in exchange for the Scope of Work. Fees are exclusive of applicable taxes and costs unless otherwise stated.

Invoices not paid within days of invoicing shall accrue interest at % per month or the maximum rate permitted by law, and Client shall be responsible for collection costs and reasonable attorneys' fees incurred by Designer.

Term and Termination

This Proposal shall commence on the Start Date and continue until the End Date or until completion of the scope, unless earlier terminated in accordance with this section.

Either party may terminate this Proposal for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Upon termination, Client shall pay Designer for all services performed and expenses incurred through the effective date of termination, including reasonable wind-down costs.

Confidentiality

Each party agrees to hold in confidence and not to disclose or use, except in performance of its obligations under this Proposal, any proprietary or confidential information of the other party disclosed in connection with the Project. Confidential information does not include information that is or becomes publicly available through no fault of the receiving party, is independently developed, or is rightfully received from a third party without restriction. If disclosure is compelled by law or legal process, the receiving party will provide prompt notice to permit the disclosing party to seek protective measures. The confidentiality obligations set forth herein shall survive termination of this Proposal for a period of three (3) years.

Intellectual Property and Ownership

All design concepts, drawings, specifications and other documents prepared by Designer are instruments of service and remain the property of Designer. Upon full payment of all amounts due, Designer grants Client a non-exclusive license to use final construction drawings and specifications for the Project only. Designer may include images of the Project in promotional materials unless Client provides written objection at the time of acceptance.

Governing Law

This Proposal and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties agree that any litigation shall be brought in a court of competent jurisdiction located in that State, unless the parties mutually agree otherwise in writing.

Entire Agreement

This Proposal, including any attachments or exhibits executed by the parties, constitutes the entire agreement between Client and Designer with respect to the Project and supersedes all prior and contemporaneous agreements, representations, and understandings. Any modification or waiver must be in writing and signed by both parties.

Acceptance

By signing below, Client and Designer acknowledge their acceptance of this Proposal and agree to be bound by its terms. Signature by electronic means or scanned signature shall have the same force and effect as an original signature.

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