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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.
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. INTERIOR DECORATING CONSULTING AGREEMENT 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”). WITNESSETH: 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 Agreement. 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 follows: 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.] (“Premises”). 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 Merchandise. 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 suit. 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 other. 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. _________________________ Consultant _________________________ [Instruction: Insert Client signature block] © Copyright 2013 Docstoc Inc. 6
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