Project Proposal Template Interior Design

INSTITUTIONAL INTERIOR DESIGN SERVICES AGREEMENT & PROJECT PROPOSAL

Document ID: MSA-ID-202X-V1.0
Effective Date: [Effective Date]
Project Reference: [Project Name / Number]
Governing Jurisdiction: State of [State / Province], United States

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

CRITICAL LEGAL NOTICE: This document is an institutional-grade legal instrument designed for commercial and high-end residential interior design engagements. It establishes comprehensive risk allocation, intellectual property ownership, and financial terms. Modifying, deleting, or altering provisions herein without the express written counsel of a licensed attorney may compromise the legal enforceability of this Agreement. Users must ensure that all bracketed fields are accurately completed and that local state licensing requirements for interior designers, architects, and contractors are independently verified prior to execution.

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2. PARTIES & RECITALS

This Interior Design Services Agreement and Project Proposal (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:

Design Professional / Company:
[Company Full Legal Name], a [State of Incorporation, e.g., Delaware Corporation / Limited Liability Company], having its principal place of business at [Principal Address] (hereinafter referred to as the "Designer").

Client:
[Client Full Legal Name], an individual / [Entity Type, e.g., Corporation / Trust], having a principal address or residence at [Client Principal Address] (hereinafter referred to as the "Client").

RECITALS

WHEREAS, the Designer is professionally engaged in the business of providing comprehensive interior design, spatial planning, styling, and procurement management services; and
WHEREAS, the Client desires to retain the Designer to provide such services for the real property located at [Property Street Address, City, State, Zip Code] (the "Project Site"), subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and valuable consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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3. EXHAUSTIVE OPERATIVE CLAUSES & LEGAL TERMS

SECTION 1: SCOPE OF SERVICES & ENGAGEMENT

1.1 Engagement. The Client hereby retains the Designer, and the Designer accepts such retention, to perform the interior design and related professional services set forth in this Agreement and the attached Statement of Work (collectively, the "Services").
1.2 Phased Services. The Services shall be executed in distinct phases, which may include: (a) Schematic Design and Spatial Planning; (b) Design Development, Material Selection, and Finishes Specification; (c) Procurement, Purchasing, and Project Management; and (d) Installation, Styling, and Final Punch-List Review.
1.3 Exclusions. The Services explicitly exclude architectural engineering, structural alterations, mechanical, electrical, and plumbing (MEP) engineering, and general contracting services, unless explicitly set forth in a separate written addendum executed by both Parties. The Designer is not a licensed general contractor and assumes no liability for structural integrity or code compliance of base building structures.
1.4 Client Approvals. The Client shall review all plans, specifications, color boards, and estimates submitted by the Designer and provide written or digital approval within [Number, e.g., five (5)] business days of receipt. Failure to object in writing within this period shall be deemed acceptance and authorization to proceed.

SECTION 2: COMPENSATION & PAYMENT TERMS

2.1 Fee Structure. The Client shall compensate the Designer for the Services in accordance with the following fee structure:

• Retainer: The Client shall pay an initial, non-refundable retainer in the amount of [Amount in USD] upon execution of this Agreement, which shall be credited against the final invoice or applied as set forth herein.
• Design Fees: Calculated on a [Select: Flat Fee of Amount in USD / Hourly Rate of Amount in USD per hour / Percentage Basis of Cost of Work].
• Procurement Markup: All furnishings, fixtures, equipment (FF&E), and materials purchased through or specified by the Designer shall be subject to a purchasing markup of [Number, e.g., thirty percent (30%)] over wholesale/trade cost, or billed at Designer’s standard retail pricing, unless otherwise agreed in writing.

2.2 Invoicing and Payment Schedule. The Designer shall issue invoices to the Client on a [Select: Monthly / Bi-Weekly / Milestone-Based] basis. Invoices are due and payable in full within [Number, e.g., fourteen (14)] calendar days from the invoice date.
2.3 Late Payments and Interest. Any invoice remaining unpaid after the due date shall accrue interest at the rate of [Number, e.g., one and one-half percent (1.5%)] per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date delinquency occurs until paid in full.
2.4 Suspension of Services. If any invoice remains unpaid for more than [Number, e.g., thirty (30)] days past its due date, the Designer reserves the right, upon providing written notice to the Client, to suspend all performance of Services and withhold delivery of any FF&E, plans, or intellectual property until all delinquent amounts, including accrued interest, are paid in full. The Designer shall not be liable for any project delays resulting from such suspension.

SECTION 3: TERM & TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue until the Services are fully completed and final payment is received by the Designer, unless terminated earlier in accordance with this Section 3.
3.2 Termination for Convenience. The Client or the Designer may terminate this Agreement at any time, with or without cause, by providing at least [Number, e.g., thirty (30)] calendar days’ prior written notice to the other Party.
3.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such material breach within [Number, e.g., ten (10)] calendar days after receipt of written notice detailing the breach.
3.4 Obligations Upon Termination. Upon termination of this Agreement for any reason:

• The Client shall immediately pay the Designer for all Services rendered, expenses incurred, and approved procurement commitments made up to the effective date of termination.
• The Client shall pay any non-cancellation fees, restocking charges, or vendor penalties incurred by the Designer as a result of canceled purchase orders.
• Upon receipt of all outstanding payments, the Designer shall deliver to the Client copies of all completed design documents for which the Designer has been fully compensated.

SECTION 4: INTELLECTUAL PROPERTY OWNERSHIP & WORK MADE FOR HIRE

4.1 Designer Ownership. All concepts, sketches, drawings, specifications, digital renderings, floor plans, mood boards, design documents, and other creative works prepared, developed, or created by the Designer pursuant to this Agreement (collectively, the "Design Works") constitute the exclusive intellectual property and proprietary trade secrets of the Designer.
4.2 Limited License. Subject to the Client’s full and timely payment of all compensation due under this Agreement, the Designer hereby grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Design Works solely for the construction, implementation, and occupation of the Project at the Project Site. The Client shall not use or reuse the Design Works for any other property, extension, or commercial venture without the express prior written consent of the Designer.
4.3 Marketing and Publicity Rights. The Designer retains the perpetual right to photograph, publish, and publicize the completed Project (including through print, digital, social media, and award submissions) for promotional and portfolio purposes. The Designer shall coordinate with the Client regarding the timing of public releases to ensure reasonable privacy and security considerations are met.

SECTION 5: MUTUAL CONFIDENTIALITY & NON-DISCLOSURE

5.1 Definition of Confidential Information. "Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") relating to business operations, financial details, design concepts, personal matters, security specifications, and proprietary pricing.
5.2 Obligations of Confidentiality. The Receiving Party shall hold all Confidential Information in strict confidence, shall use the same only as necessary to perform its obligations under this Agreement, and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by applicable law or legal process.
5.3 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of the Receiving Party; (b) was already in the rightful possession of the Receiving Party prior to disclosure; or (c) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information.

SECTION 6: REPRESENTATIONS & WARRANTIES

6.1 Designer Warranties. The Designer represents and warrants that: (a) it possesses the requisite professional skill, experience, and qualifications to perform the Services; (b) the Services shall be performed in a professional and workmanlike manner in accordance with industry standards; and (c) to the best of its knowledge, the Design Works do not infringe upon the intellectual property rights of any third party.
6.2 Client Warranties. The Client represents and warrants that: (a) it is the lawful owner of the Project Site or possesses the legal authority from the owner to enter into this Agreement and authorize the Services; (b) it shall provide unimpeded access to the Project Site as required for the execution of the Services; and (c) all funds provided for project procurement are legally acquired and unencumbered.
6.3 Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, MATERIALS, OR FURNISHINGS PROVIDED HEREUNDER.

SECTION 7: LIMITATION OF LIABILITY & INDEMNIFICATION

7.1 Limitation of Liability. To the maximum extent permitted by applicable law, the cumulative aggregate liability of the Designer, its officers, directors, employees, and agents arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be strictly limited to the total fees actually paid by the Client to the Designer under this Agreement.
7.2 Exclusion of Consequential Damages. In no event shall the Designer be liable to the Client for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of use, business interruption, or increased financing costs, arising out of or in connection with the Services.
7.3 Client Indemnification. The Client agrees to defend, indemnify, and hold harmless the Designer, its officers, contractors, and agents from and against any and all claims, liabilities, losses, damages, demands, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) the Client's breach of this Agreement; (b) the acts, omissions, or negligence of contractors, subcontractors, or other vendors hired directly by the Client; or (c) unauthorized alterations made to the Project Site or Design Works by the Client or third parties.

SECTION 8: DISPUTE RESOLUTION & ARBITRATION

8.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve the matter through direct business negotiations between the principals of each Party for a period of at least [Number, e.g., fifteen (15)] days.
8.2 Binding Arbitration. If the dispute cannot be resolved through good faith negotiations, the matter shall be submitted to final and binding arbitration administered by the [Select: American Arbitration Association (AAA) / JAMS] in accordance with its commercial arbitration rules. The place of arbitration shall be [City, State]. The arbitrator's award shall be final and binding, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
8.3 Attorneys’ Fees. In the event of any arbitration or legal action arising out of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable costs incurred, including reasonable attorneys' fees, collection expenses, and expert witness fees.

SECTION 9: GOVERNING LAW & JURISDICTION

9.1 Choice of Law. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement, shall be governed by, enforced under, and construed in accordance with the internal laws of the State of [State / Province], without regard to its conflict of laws principles.
9.2 Jurisdiction. Subject to Section 8, each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal courts located within [County Name] County, State of [State / Province], for any legal action or proceeding arising out of or relating to this Agreement.

SECTION 10: MISCELLANEOUS

10.1 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
10.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or digital signature platforms), and shall have the same legal force and effect as original signatures.
10.3 Entire Agreement. This Agreement, together with any attached Statements of Work, exhibits, and fee schedules, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and understandings, whether oral or written. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by duly authorized representatives of both Parties.

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4. EXECUTION & FORMAL SIGNATURE BLOCKS

IN WITNESS WHEREOF, the Parties hereto have caused this Interior Design Services Agreement to be duly executed by their respective authorized officers or representatives as of the Effective Date written above.

FOR [COMPANY FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Principal / Managing Director]
Company: [Company Full Legal Name]
Date: [Date]

FOR [CLIENT FULL LEGAL NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role, e.g., Homeowner / Corporate Representative]
Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Review & Customization: Open this document in Microsoft Word or Google Docs. Utilize the Find and Replace function to locate all bracketed text (e.g., [Company Full Legal Name], [Effective Date], [Amount in USD]) and replace them with the exact verified particulars of your engagement.
2. Schedule Attachment: Attach any specific project schedules, mood board references, or customized scope of work addendums directly following Section 3, re-labeling them as Exhibit A, Exhibit B, etc., if necessary.
3. Signatory Verification: Verify that the individual executing on behalf of the Client possesses legal authority (e.g., deed title, corporate resolution, or power of attorney) and that the Designer’s signing officer is an authorized corporate agent.
4. Digital Execution: Export the finalized document to PDF format. Upload the PDF into an institutional digital signature platform (such as DocuSign, Adobe Sign, or HelloSign) to capture cryptographically verifiable audit trails and secure electronic signatures from both Parties.
5. Record Retention: Upon full execution, store the fully executed PDF in a secure, backed-up cloud repository or enterprise document management system (DMS). Retain the executed agreement and all associated project invoices for a minimum of seven (7) years following project completion for corporate compliance, accounting, and legal reference.