Interior Design Project Contract

This Agreement is made effective as of [Month Day, Year], by and between [Your Company Name] ("Designer"), with it principal place of business located at [Your Company Address], and [Your Partner Company Name] ("Client"), with its principal of business located at [Your Partner Company Address].

I. Services Provided

The Designer agrees to perform comprehensive interior design services. These services encompass concept development, where the Designer will formulate a design vision based on the Client’s preferences and the functional requirements of the space. This will involve space planning to ensure optimal utilization of the area.

1. The Designer will handle the selection of furniture, fixtures, and equipment, ensuring that these elements align with the overall design theme and meet the Client's quality standards.

2. The Designer will coordinate with vendors and contractors to ensure the availability and timely delivery of materials and services. This coordination also includes overseeing the contractors' work to ensure adherence to the design plans and quality specifications.

3. Project management is a critical component of the services, where the Designer will oversee the implementation of the design from start to finish, managing timelines, and ensuring that the project stays within budget.

4. The Designer will also address any issues that arise during the implementation, making adjustments as needed to achieve the desired outcome.

II. Compensation

The Client agrees to compensate the Designer for the interior design services provided under the following terms:

1. Fixed Fee: The total fee for the complete scope of services is set at ten thousand dollars ($10,000). This fee covers all the primary design services outlined in the scope of work.

2. Deposit: Upon signing this agreement, the Client shall pay a deposit amounting to thirty percent (30%) of the total fee, which totals three thousand dollars ($3,000). This deposit secures the engagement of the Designer and is applied towards the total project cost.

3. Additional Services: Any services requested by the Client that are not included in the initial scope of work will be billed separately at an hourly rate of $100. These may include additional design concepts, revisions beyond the agreed number, or services beyond the agreed scope.

4. Payment Schedule: The remaining balance of seven thousand dollars ($7,000) will be paid in installments, aligned with the completion of specific project milestones. The payment schedule is as follows:

Milestone	Percentage of Total Fee	Amount Due	Date
Design Approval	20%	$2,000
Mid-Project Review	30%	$3,000
Project Completion	50%	$2,000

III. Expenses

The Client agrees to reimburse the Designer for all necessary and pre-approved expenses that are directly related to the execution of the project. Such expenses include but are not limited to:

1. Travel Expenses: Costs incurred by the Designer for travel essential to the project, such as site visits, meetings with vendors, or procurement trips. These expenses will cover transportation, accommodation, and per diem allowances.

2. Purchases of Materials: Outlays for materials essential to the project, such as special-order items, samples for client approval, or unique decorative elements that are integral to the agreed design concept.

3. Shipping and Handling Costs: Charges associated with the delivery and handling of materials and furnishings required for the project. This includes both domestic and, if applicable, international shipping fees.

For transparency and mutual trust:

1. Approval Process: All such expenses must be pre-approved by the Client. The Designer will submit a detailed proposal for any anticipated expenses that fall outside the routine scope of materials and services. This proposal will include a rationale for the expense and, where possible, estimates from vendors or service providers.

2. Documentation: Following the approval, the Designer is required to submit all receipts and supporting documentation for each incurred expense. Reimbursement will be processed only upon submission of these documents and subsequent approval by the Client.

3. Reimbursement Timeline: The Client will reimburse the Designer within thirty (30) days of receipt and approval of the documentation associated with the expenses.

IV. Project Schedule

The successful execution of the project requires adherence to a structured schedule. The following details outline the project timelines:

1. Commencement of Services: The design services will begin immediately upon the signing of this agreement. The effective date of commencement is the date on which both parties sign the agreement.

2. Completion Date: The estimated project completion date is set for [Month Day, Year], by which all agreed-upon services should be finalized and delivered to the Client.

3. Adjustments to Schedule: If adjustments to the project schedule are necessary, they will be communicated and documented through mutual agreement. Both parties must agree in writing to any changes that affect the delivery and completion dates.

4. Milestone Schedule: Within fourteen (14) days after the commencement of the services, the Designer will provide a detailed timeline highlighting key project milestones. This schedule is crucial for ensuring that both parties are aligned on expectations and deliverables throughout the project duration.

The table below provides an overview of the project milestones:

Milestone Description	Due Date
Initial Concept Approval
Detailed Design Documentation
Mid-Project Review
Final Review and Adjustments
Project Completion and Handover

V. Ownership of Materials

This section outlines the terms of ownership for all materials produced and procured during the execution of the interior design project:

1. Ownership of Design Documents: All original designs, drawings, plans, specifications, and related documents created by the Designer as part of this project remain the intellectual property of the Designer until full payment is received. Upon final payment, ownership of these documents will transfer to the Client.

2. Use of Design Documents: Prior to the transfer of ownership, the Client may use the design documents exclusively for the purpose of executing the project. The Client agrees not to use or distribute the design documents for any other project or purpose without the express written consent of the Designer.

3. Materials and Furnishings: Ownership of all tangible materials such as furniture, fixtures, and equipment procured by the Designer for the project will pass to the Client upon full payment of all fees and expenses associated with these items.

4. Retention of Copies: The Designer retains the right to keep copies of all design documents and materials for their records, portfolio, and marketing purposes. However, these copies will not be used in a way that compromises the Client’s proprietary rights.

5. Credit and Promotion: The Designer may display and use any work performed for the Client as part of their portfolio and promotional materials. Proper credit to the Designer’s contributions in any public display or publication of the project’s final outcomes is required unless agreed otherwise.

VI. Confidentiality

The confidentiality clause is critical to maintaining trust and protecting the proprietary information of both parties involved in the interior design project. Here are the specifics:

1. Definition of Confidential Information: Confidential Information includes all non-public information that is exchanged between the parties during the term of this agreement. This encompasses trade secrets, business plans, designs, sketches, and other proprietary details related to the project or business operations of either party.

2. Obligation of Confidentiality: Both parties agree to:

   • Keep all Confidential Information in strict confidence.

   • Not disclose Confidential Information to any third parties except as mutually agreed upon in writing or as necessary for compliance with applicable laws and regulations.

   • Use the Confidential Information solely for the purpose of executing the project as outlined in this agreement.

3. Duration of Confidentiality Obligations: The obligation to maintain confidentiality shall continue for a period of five (5) years following the termination or conclusion of this agreement, regardless of the reason for termination.

4. Exclusions from Confidential Information: Information shall not be deemed confidential if it:

   • Is or becomes publicly known through no breach of this agreement by the receiving party.

   • Is received from a third party without breach of any obligation of confidentiality.

   • Is independently developed by the receiving party without the use of or reference to the other party’s Confidential Information.

5. Procedures for Handling Confidential Information: In the event that either party receives a request or is required by law to disclose any of the Confidential Information, the party required to make the disclosure shall promptly notify the other party to allow them to contest the disclosure or seek a protective order.

6. Return or Destruction of Materials: Upon the termination of the agreement, each party agrees to return or destroy all materials containing Confidential Information. If requested, a written certification of the destruction will be provided to the party that disclosed the Confidential Information.

VII. Termination

This section outlines the conditions under which this Agreement may be terminated before the completion of the services. The intent is to provide a clear path for both parties should the need arise to end the contract prematurely:

1. Termination by Mutual Agreement: The Client and the Designer may mutually agree to terminate this Agreement at any time. Such termination must be documented in writing and signed by both parties.

2. Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any of its terms and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Breaches can include, but are not limited to:

   • Non-payment of fees due as stipulated in the compensation section of this Agreement.

   • Failure to cooperate or provide necessary information to complete the design services as agreed.

   • Any action that materially affects the ability of the other party to perform its obligations under this Agreement.

3. Termination for Convenience: The Client retains the right to terminate this Agreement for convenience, at any time, by providing thirty (30) days written notice to the Designer. In such an event, the Client shall be liable for payments corresponding to the services rendered up until the termination date and any direct expenses incurred by the Designer as a result of the project up to that point.

4. Post-Termination Obligations: Following termination, both parties will fulfill any obligations that, by their nature, are intended to survive the termination of the Agreement, including but not limited to obligations concerning confidentiality, ownership of materials, and dispute resolution.

VIII. Limitation of Liability

This section outlines the limitations on the legal liabilities associated with the performance of the interior design services under this Agreement:

1. Cap on Liability: The total liability of the Designer for all claims arising out of or related to the performance of this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by the Client to the Designer under this Agreement.

2. Exclusion of Indirect Damages: In no event will either party be liable to the other for any consequential, incidental, indirect, special, or punitive damages, including but not limited to lost profits, even if the party has been advised of the possibility of such damages.

3. Force Majeure: Neither party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, terrorism, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party.

4. Mitigation of Damages: Both parties agree to mitigate damages whenever possible. This means that if a breach occurs, the non-breaching party will take reasonable steps to reduce or limit the damage, and the breaching party is only liable for damages that could not be mitigated.

5. Disclaimer of Warranties: The Designer disclaims all warranties, express or implied, to the extent allowable by law. This includes warranties of merchantability and fitness for a particular purpose.

IX. Dispute Resolution

In the interest of resolving conflicts in an expedient and cost-effective manner, both parties agree to the following dispute resolution process:

1. Negotiation: Prior to pursuing any other legal recourse, the parties agree to attempt to resolve any dispute arising out of or related to this agreement through informal negotiation between the parties directly involved in the dispute. This initial step is intended to facilitate a mutually beneficial resolution without formal proceedings.

2. Mediation: If negotiation does not resolve the dispute within thirty (30) days, the parties agree to engage in mediation before a neutral third party mediator at a mutually agreed location. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

3. Binding Arbitration: If mediation fails to resolve the dispute, either party may initiate binding arbitration as the final resolution mechanism. Arbitration shall be conducted in the United States, in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties, and the arbitrator shall have the authority to award the same damages and relief that a court can award.

4. Legal Fees: In the event of arbitration or any other legal proceeding, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorney's fees incurred in enforcing this Agreement.

5. Confidentiality of Proceedings: The parties agree to maintain the confidentiality of the arbitration proceedings and any decision or award issued by the arbitrator, except as necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

X. Entire Agreement

This section reaffirms that the written contract and associated documents represent the full and complete agreement between [Your Company Name] and the Client:

1. Integration Clause: This Agreement and the project proposal attached hereto constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior negotiations, representations, or agreements between the parties, whether written or oral. This Agreement may not be amended, altered, or supplemented except in writing signed by both parties.

2. No Reliance: Each party acknowledges that in entering into this Agreement, they do not rely on any statement, representation, assurance, or warranty that is not set out in this Agreement or the documents referred to in it.

3. Severability: If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Signatures:

[Your Company Name]:

[Your Name]

[Job Title]

[Month Day, Year]

[Your Partner Company Name]:

[Name]

[Job Title]

[Month Day, Year]

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