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Interior Decorating Consultant Agreement

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This Interior Decorating Consultant Agreement sets forth a template contract to be entered into between a consultant and an individual client for the provision of interior design consulting services. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This agreement is for use by an individual interior decorating consultant when providing such services, or by a client engaging the services of the consultant.

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									This Interior Decorating Consultant Agreement sets forth a template contract to be
entered into between a consultant and an individual client for the provision of interior
design consulting services. This document in its draft form contains numerous of the
standard clauses commonly used in these types of agreements, as well as optional
language to allow for customization to ensure the specific terms of the parties’
agreement are addressed. This agreement is for use by an individual interior decorating
consultant when providing such services, or by a client engaging the services of the
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of the ___
day of _____, 20__, [Instruction: Insert date.] by and among _____ [Instruction: Insert client
name.] (“Client”), and _____ [Instruction: Insert consultant’s name.] (“Consultant”).
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.]; and
WHEREAS, Client desires to retain Consultant to provide services related to and in support of
efforts in which Consultant has expertise; and
WHEREAS, Consultant is in the business of providing such consulting services and has
agreed to provide the services in accordance with the terms and conditions set forth in this
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
   1. Consultant shall furnish Client with his best advice, information, judgment and
      knowledge with respect to the services related to and in support of efforts in which
      Consultant has expertise which is to be provided in accordance with this Agreement.
      Specifically, Consultant shall _____. [Comment: Insert specific duties Consultant
      shall have under Agreement. Include whether Consultant will provide and/or
      supervise provision of new architectural drawings if any.]
   2. Client shall retain Consultant as set forth in this Agreement with respect to services to be
      performed at _____ [Instruction: Insert location where services to be performed.]
   3. Consultant, in its sole discretion, may retain the services of a qualified _____
      [Instruction: Insert any additional services which Consultant may retain to perform
      services.] firm to assist with or to provide the required services. [Comment: Parties
      should state here who will pay for additional required services.]
   4. The terms of this Agreement shall be valid for a period of ____ days [Instruction: Insert
      number of days.]. In the event this Agreement is not executed in said time, the terms
      hereof are subject to modification and/or amendment.
   5. The term for performance of this Agreement shall begin on _____ [Instruction: Insert
      commencement date.] and shall, subject to the provisions for termination and/or force
      majeure set forth herein, continue until and terminate on _____ [Instruction: Insert
      termination date.].
   6. For all services that Consultant renders to Client, Client will pay Consultant $_____, and
      all applicable sales, use and value added taxes, if any. [Instruction: Insert applicable
      payment agreement, including whether fee is per hour, and whether or not there is
      an additional markup on anything provided by Consultant.] All such payments are
      due within thirty (30) calendar days of a written invoice from Consultant. Late payments
      by Client shall be subject to late penalty fees of _____% [Instruction: insert number]
      per month from the due date until the amount is paid.

© Copyright 2013 Docstoc Inc.                                                             2
   7. [Optional: If expenses are to be paid, same should be carefully set forth in this
      paragraph.] Client also agrees to pay Consultant’s fees for all third party charges
      incurred on Client’s behalf. Client shall reimburse Consultant for all travel expenses,
      including but not limited to hotels, meals, etc., in connection with servicing Client’s
      account. Such reimbursement shall not be limited to the above, and may include special
      services and charges originated on Client’s behalf by Consultant, incurred in servicing
      Client’s account.
   8. Merchandise to be purchased through Consultant will be specified in a written Purchase
      Order (“PO”) prepared by Consultant and submitted in each instance for Client’s written
      approval. Each PO will identify the item, its price, applicable sales tax, and freight cost
      to Client. The price of each item to Client (a.k.a. Client Price) shall be the amount
      charged to Consultant by the supplier of such item (a.k.a. Supplier Price), plus
      Consultant’s additional purchase fee of 33%. If installation is required, an estimate for
      such services will be completed upon request.
   9. Any material or ideas prepared or submitted to Client, which Client has chosen not to
      accept will remain Consultant’s property (regardless of whether the physical embodiment
      of creative work is in your possession in the form of copy, artwork, plates, recordings,
      films, tapes, etc.) and may be submitted to other clients for their use.
   10. No item will be ordered by Consultant until the PO has been approved by Client, in
       writing, and returned to Consultant with the required payment equal to 100% (one
       hundred percent) of the Client Price.
   11. Should the merchandise require a Receiving and Delivery Company (“R&D Company”)
       (e.g., large furniture), the freight cost on the Invoice will be from the vendor to the R&D
       Company. The R&D Company will schedule delivery of the merchandise directly with
       Client. Client is responsible to pay the R&D Company directly upon receipt of the
   12. The R&D Company will inspect all Merchandise. Should the Merchandise arrive
       damaged to the R&D Company, the R&D Company will contact Consultant, who will
       contact Client to inform Client and schedule replacement Merchandise to be sent. Client
       will not be responsible to pay any additional freight costs.
   13. Client shall inspect all merchandise upon delivery and advise the R&D Company of any
       damage or non-conformity in writing at the time. Consultant reserves the right to fix or
       replace any damaged piece at no additional cost to Client.
   14. Should Merchandise be sent directly to Client, Client will have 24 hours to inspect and
       advise Consultant in writing of any damage. Client should not accept any
       Merchandise that has damaged packaging unless it is opened and inspected upon
       delivery. Should Merchandise be delivered damaged, Client will call / email Consultant
       a picture of the damaged Merchandise. Consultant will order a replacement for the
       damaged Merchandise. Client will not be responsible to pay any additional freight costs.
   15. In the event Client returns any Merchandise for any reason other than damage, Client will
       receive a 75% refund of the Client Price. A restocking fee equal to 25% of the Client
       Price is required plus the cost of freight to return the item to the vendor. All returns must
       be in the original packaging, and all Merchandise must be unused and undamaged.

© Copyright 2013 Docstoc Inc.                                                              3
   16. Custom merchandise is non-refundable. All sales of custom merchandise are final.
   17. Client will purchase all Merchandise from Consultant to complete the design prepared by
       Consultant. Should Client make purchases independent of Consultant the hourly fee will
       be amended to the Consultation Services fee noted below. This includes all hours
       worked on the project, past, present, and future.
   18. Client will permit Consultant or its representatives to photograph the Project upon
       completion of the Project. Such photography shall be at a mutually agreeable time;
       however, Client hereby agrees to use its best efforts to permit such photography in a
       manner to permit the Project to be photographed in its most favorable manner.
       Consultant shall be entitled to use any or all such photographs for business purposes (in
       any media) but shall not disclose the Project location or Client’s name without Client’s
       prior written consent.
   19. All of Consultant’s services as set forth in this Agreement shall be performed according
       to the times set forth, absent any delay by an act or neglect of Client, or by labor disputes,
       fire, unusual delays in deliveries, unavoidable casualties or other causes beyond the
       Contractor’s control (including but not limited to acts of God, total or substantial
       destruction of the premises to which any items are to be delivered through no fault of
       Contractor, acts of war, actual or threatened acts of terrorism, insurrection or hostilities,
       acts of a public enemy, epidemics or quarantines, discovery of known or suspected
       hazardous substances or conditions or other causes similar to those enumerated) or by
       delay authorized by Client’s pending mediation or arbitration or by other causes which
       the Contractor determines may justify delay, then the performance date shall be extended
       by change order for such reasonable time as Contractor may determine.
   20. In no event shall Consultant be liable to Client for Client’s lost profits, or special,
       incidental or consequential damages (even if Consultant has been advised of the
       possibility of such damages). Consultant's total liability under this Agreement for
       damages, costs and expenses, regardless of cause, shall not exceed the total amount of
       fees paid to Consultant by Client under this Agreement. Client shall indemnify
       Consultant against all claims, liabilities and costs, including reasonable attorney fees, of
       defending any third party claim or suit, other than for infringement of intellectual
       property rights, arising out of or in connection with Client’s performance under this
       Agreement. Consultant shall promptly notify Client in writing of such claim or suit and
       Client shall have the right to fully control the defense and any settlement of the claim or
   21. In the event of a breach hereunder and a failure to cure such breach within thirty (30)
       days of written notice of such breach, this Agreement may be terminated by either party
       upon written notice.
   22. The provisions of this Agreement are severable, and if any one or more provisions may
       be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
       provisions, and any partially enforceable provision to the extent enforceable in any
       jurisdiction, shall nevertheless be binding and enforceable.
   23. The rights and obligations of Client under this Agreement shall inure to the benefit of and
       shall be binding upon the successors and assigns of Client. The rights, obligations and
       duties of Consultant hereunder may not be assigned or delegated without Client's prior

© Copyright 2013 Docstoc Inc.                                                               4
      written consent except that Consultant may assign its interest to a company formed by
      Consultant for the purpose of providing such services.
   24. Consultant is an independent contractor. Both parties acknowledge and agree that
       Consultant's engagement hereunder is not exclusive and that either party may provide to,
       or retain from others similar services to those provided hereunder by Consultant,
       provided that it does so in a manner that does not otherwise breach this Agreement.
       Neither party is, nor shall claim to be, a legal agent, representative, partner or employee
       of the other, and neither shall have the right or authority to contract in the name of the
       other nor shall it assume or create any obligations, debts, accounts or liabilities for the
   25. Consultant represents and warrants to Client that he/she is under no contractual or other
       restrictions or obligations which are inconsistent with the execution of this Agreement, or
       which will interfere with the performance of his/her duties or provision of services
       hereunder. Consultant represents and warrants that the execution and performance of this
       Agreement will not violate any policies or procedures of any other person or entity for
       which he/she performs services concurrently with those performed herein.
   26. Consultant acknowledges and agrees that it shall be solely responsible to pay any and all
       incomes taxes on any moneys earned from Client while performing services
       contemplated under this Agreement. Consultant further acknowledges that Client will
       not at any time withhold any taxes from Client’s payments to Consultant under this
       Agreement for the purposes of income tax or any other applicable taxes.
   27. Any notices or other communications required or permitted under this Agreement shall
       be in writing and shall be deemed to have been duly given and delivered when delivered
       in person, two (2) days after being mailed postage prepaid by certified or registered mail
       with return receipt requested, or when delivered by overnight delivery service or by
       facsimile to the recipient at the following address or facsimile number, or to such other
       address or facsimile number as to which the other party subsequently shall have been
       notified in writing by such recipient:
          If to Client:
                  [Instruction: Insert Client notice information here.]
          If to Consultant:
                  [Instruction: Insert Consultant notice information here.]
   28. Either party's failure to enforce any provision or provisions of this Agreement shall not in
       any way be construed as a waiver of any such provision or provisions as to prior or future
       violations thereof or of any other provision of this Agreement, nor prevent that party
       thereafter from enforcing each and every other provision of this Agreement. The rights
       granted the parties herein are cumulative and the waiver by a party of any single remedy
       shall not constitute a waiver of such party's right to assert all other legal remedies
       available to him or it under the circumstances.
   29. This Agreement will be governed by and interpreted in accordance with the substantive
       laws of the State of _____ [Instruction: Insert state.] without reference to conflicts of
       law. [Comment: Parties may wish to consider including alternative dispute
       resolution provisions.]

© Copyright 2013 Docstoc Inc.                                                             5
   30. The various captions and section headings contained in this Agreement are inserted only
       as a matter of convenience and in no way define, limit or extend the scope or intent of
       any of the provisions of this Agreement.
   31. The pronouns used herein shall include, where appropriate, either gender or both,
       singular and plural.
   32. With respect to its subject matter, this Agreement constitutes the entire understanding of
       the parties superseding all prior agreements, understandings, negotiations and discussions
       between them whether written or oral, and there are no other understandings,
       representations, warranties or commitments with respect thereto.
   33. This Agreement may be signed in one or more counterparts, each of which when
       exchanged will be deemed to be an original, binding upon the parties as if a single
       document had been signed by all, and all of which when taken together will constitute the
       same agreement. Any true and correct copy of this Agreement made by customary,
       reliable means (e.g., photocopy or facsimile) shall be treated as an original.
   34. No modification to this Agreement, nor any waiver of any rights, will be effective unless
       assented to in writing by the party to be charged.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date
first written above.


[Instruction: Insert Client signature block]

© Copyright 2013 Docstoc Inc.                                                           6

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