Interior Design Contract

VII. Retainer. The Client is: (check one)

☐ - Required to pay a Retainer in the amount of $__________ to the Designer as an advance on future Services to be provided ("Retainer"). The Retainer is: (check one)

☐ - Refundable.

☐ - Non-Refundable.

☐ - Not required to pay a Retainer before the Designer is able to commence work.

VIII. Expenses. The Designer is: (check one)

☐ - Responsible for all expenses. The Designer shall be responsible for all expenses related to providing the Services under this Agreement. This includes, but is not limited to, supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions and/or payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Designer including out-of-pocket expenses.

☐ - Reimbursed for ONLY the following expenses: _______________________.

Client agrees to pay the Designer within thirty (30) days of receiving notice of any expense directly associated with the Services. Upon request by the Client, the Designer may have to show receipt(s) or proof(s) of purchase for said expense.

☐ - Not required to pay or be responsible for any expense in connection with the Services provided.

IX. Disputes. If any dispute arises under this Agreement, the Designer and the Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve such disputes themselves, then either party may submit the dispute to mediation by a mediator approved by both parties. If the parties cannot agree with any mediator or if either party does not wish to abide by any decision of the mediator, they shall submit the dispute to arbitration by any mutually acceptable arbitrator, or the American Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne according to the decision of the arbitrator, who may apportion costs equally or in accordance with any finding of fault or lack of good faith of either party. If either party does not wish to abide by any decision of the arbitrator, they shall submit the dispute to litigation. The jurisdiction for any dispute shall be administered in ____________________ County, State of ____________________.

X. Legal Notice. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in-person or deposited in the United States Postal Service via Certified Mail with return receipt. If different from the mailing address in Section I, enter below:

Client's Address: _______________________________________________

Designer's Address: _______________________________________________

XI. Return of Records. Upon termination of this Agreement, the Designer shall deliver all records, notes, and data of any nature that are in the Designer's possession or under the Designer's control and that are of the Client's property or relate to Client's business.

XII. Waiver of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

XIII. Independent Contractor Status. The Designer, under the code of the Internal Revenue (IRS), is an independent contractor and neither the Designer's employees or contract personnel are, or shall be deemed, the Client's employees. In its capacity as an independent contractor, the Designer agrees and represents:

a.) Designer has the right to perform Services for others during the term of this Agreement;

b.) Designer has the sole right to control and direct the means, manner, and method by which the Services required under this Agreement will be performed; Designer shall select the routes taken, starting and ending times, days of work, and order the work that performed;

c.) Designer has the right to hire assistant(s) as subcontractors or to use employees to provide the Services under this Agreement.

d.) Neither Designer nor the Designer's employees or personnel shall be required to wear any uniforms provided by the Client;

e.) The Services required by this Agreement shall be performed by the Designer, Designer's employees or personnel, and the Client will not hire, supervise, or pay assistants to help the Designer;

f.) Neither the Designer nor the Designer's employees or personnel shall receive any training from the Client for the professional skills necessary to perform the Services required by this Agreement; and

g.) Neither the Designer nor Designer's employees or personnel shall be required by the Client to devote full-time to the performance of the Services required by this Agreement.

XIV. State and Federal Licenses. The Designer represents and warrants that all employees and personnel associated shall comply with federal, state, and local laws requiring any required licenses, permits, and certificates necessary to perform the Services under this Agreement.

XV. Payment of Taxes. Under this Agreement, the Client shall not be responsible for:

a.) Withholding FICA, Medicare, Social Security, or any other Federal or State withholding taxes from the Designer's payments to employees or personnel or make payments on behalf of the Designer;

b.) Making Federal and/or State unemployment compensation contributions on the Designer's behalf; and

c.) Making payments of taxes incurred while performing the Services under this Agreement, including all applicable income taxes and, if the Designer is not a business entity, all applicable self-employment taxes. Upon demand, the Designer shall provide the Client with proof that such payments have been made.

XVI. Employees' Compensation. The Designer shall be solely responsible for the following:

a.) Employee Benefits. The Designer understands and agrees that they are solely responsible and shall be liable to all benefits that are provided to their employees, including, but not limited to, retirement plans, health insurance, vacation time-off, sick pay, personal leave, or any other benefit provided.

b.) Unemployment Compensation. The Designer shall be solely responsible for the unemployment compensation payments on behalf of their employees and personnel. The Designer shall not be entitled to unemployment compensation with the Services performed under this Agreement.

c.) Workers’ Compensation. The Designer shall be responsible for providing all workers' compensation insurance on behalf of their employees. If the Designer hires employees to perform any work under this Agreement, the Designer agrees to grant workers' compensation coverage to the extent required by law. Upon request by the Client, the Designer must provide certificates proving workers' compensation insurance at any time during the performance of the Services.

XVII. Indemnification. Designer shall release, defend, indemnify, and hold harmless Client and its officers, agents, and employees from all suits, actions, or claims of any character, name, or description including reasonable Designer fees, brought on account of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons, or property, arising out of services provided under this Agreement or Designer's failure to perform or comply with any requirements of this Agreement including, but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary rights. Client reserves the right to retain whatever funds which would be due to the Designer under this Agreement until such suits, action or actions, claim or claims for injuries or damages as aforesaid shall have been settled and satisfactory evidence to that effect furnished.

XVIII. Confidentiality & Proprietary Information. The Designer acknowledges that it will be necessary for the Client to disclose certain confidential and proprietary information to the Designer in order for the Designer to perform their duties under this Agreement. The Designer acknowledges that disclosure to a third (3rd) party or misuse of this proprietary or confidential information would irreparably harm the Client. Accordingly, the Designer will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of the Client without the Client's prior written permission except to the extent necessary to perform the Services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to:

a.) The written, printed, graphic, or electronically recorded materials furnished by Client for Designer to use;

b.) Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and

processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information; and

c.) Information belonging to customers and suppliers of the Client about whom the Designer gained knowledge as a result of the Designer‘s Services to the Client.

Upon termination of the Designer's Services to the Client, or at the Client's request, the Designer shall deliver all materials to the Client in the Designer's possession relating to the Client's business. The Designer acknowledges any breach or threatened breach of confidentiality under this Agreement will result in irreparable harm to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and remedies otherwise available at law.

Furthermore, proprietary information, under this Agreement, shall include:

a.) The product of all work performed under this Agreement ("Work Product"), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, works-in-progress and deliverables, will be the sole property of the Client, and Designer hereby assigns to the Client all right, title, and interest therein, including, but not limited to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights, and other proprietary rights therein. Designer retains no right to use the Work Product and agrees not to challenge the validity of the Client's ownership in the Work Product;

b.) Designer hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Designer's work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings; and

c.) The Client will be entitled to use the Designer's name and/or likeness in advertising and other materials.

XIX. Assignment and Delegation. The Designer may assign rights and may delegate duties under this Agreement to other individuals or entities acting as a subcontractor ("Subcontractor"). The Designer recognizes that they shall be liable for all work performed by the Subcontractor and shall hold the Client harmless of any liability in connection with their performed work.

The Designer shall be responsible for any confidential or proprietary information that is shared with the Subcontractor in accordance with this section. If any such information is shared by the Subcontractor to third (3rd) parties, the Designer shall be made liable.

XX. Governing Law. This Agreement shall be governed under the laws in the State of ____________________.

XXI. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid

or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

XXII. Additional Terms and Conditions. ____________________________________

______________________________________________________________________

______________________________________________________________________

XXIII. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the Client and Designer. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates written hereunder.

Designer's Signature _________________________ Date _______________

Print Name _________________________

Client's Signature _________________________ Date _______________

Print Name _________________________