Interior Design Letter of Agreement

Service Phase Definitions and Deliverables. The Services to be performed by Architect / Design Professional Name ("Architect") for Owner / Client Name ("Owner") for the Project described in the Scope are organized into the following phases: (a) Schematic Design Phase. Architect shall prepare schematic design documents consisting of drawings and other documents illustrating the scale and general design concept for Owner's approval. Deliverables: Schematic Design Deliverables. Owner approval of the Schematic Design is required before proceeding to Design Development. (b) Design Development Phase. Architect shall prepare design development documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials, and such other elements as may be appropriate. Deliverables: Design Development Deliverables. Owner approval of the Design Development Documents is required before proceeding to Construction Documents. (c) Construction Documents Phase. Architect shall prepare construction documents for Owner's approval. These documents shall set forth in detail the requirements for construction of the Project. Deliverables: Construction Documents Deliverables. (d) Bidding or Negotiation Phase. Architect shall assist Owner in obtaining bids or negotiated proposals and assist in awarding and preparing construction contracts. Services include: Bidding Phase Services Description. (e) Construction Administration Phase. Architect shall provide administration of the construction contract as set forth below and in Construction Administration services provisions herein. Services include: Construction Administration Services Description. Completion of each phase is contingent upon Owner's timely decisions and approvals and Owner's fulfillment of Owner's responsibilities. If Owner requests or requires changes after approval of a phase, such changes constitute Additional Services.

COMPENSATION STRUCTURE Client name / business name shall compensate Your name / business name for services rendered under this Agreement as follows: (a) Basic Services: Compensation Method (e.g., lump sum, percentage of construction cost, hourly) (b) Additional Services: Services not included in the Scope of Basic Services and performed at Client name / business name's written request shall be compensated on an hourly basis at the rates set forth in Exhibit Rate Schedule Exhibit Reference, or as otherwise agreed in writing by the parties. (c) Initial Retainer: Prior to commencing Services, Client name / business name shall pay Your name / business name an initial retainer in the amount of Initial Retainer Amount (the "Retainer"). The Retainer shall be applied to the first invoice and shall not bear interest. The Retainer is not a limitation on Client name / business name's total compensation obligation under this Agreement. (d) Independence from Construction Cost: This compensation is independent of the cost of construction and constitutes payment for professional services rendered, not for any particular project outcome. Compensation shall not be contingent upon construction cost savings or any other project result.

PAYMENT TERMS (a) Invoice Submission. Your name / business name shall submit invoices for services rendered and reimbursable expenses incurred under this Agreement Invoice Frequency (e.g., monthly, upon completion of each phase). Each invoice shall include: (i) A description of services performed during the billing period, identified by project phase or task; (ii) For time-based compensation, an itemization of hours by personnel classification and the applicable hourly rate; (iii) For phase-based or percentage-based compensation, the percentage of the phase or overall services completed and the amount due based on such percentage completion; (iv) A summary of reimbursable expenses with supporting documentation as reasonably requested by Client name / business name; and (v) Total amount due and cumulative amount invoiced to date. (b) Payment Due Date. Payment is due within 30 days of Client name / business name's receipt of each invoice. (c) Late Payment Interest. Invoices not paid within 30 days shall bear interest at 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid. (d) Right to Withhold Deliverables. If Client name / business name fails to pay any undisputed invoice within 10 days after written notice of non-payment, Your name / business name may, without penalty or liability for delay, suspend performance of Services and withhold delivery of documents until all outstanding invoices are paid in full. Your name / business name shall not withhold documents if such withholding would endanger public safety or violate Your name / business name's professional obligations. Resumption of Services after suspension may require equitable adjustment of the schedule and fee.

STANDARD OF CARE (a) Professional Standard. Architect/Design Professional Name shall perform all Services under this Agreement with the professional skill and care ordinarily provided by competent Profession Type (e.g., architects, structural engineers) practicing under similar conditions at the same time and in the same or similar locality. This standard of care establishes a professional liability standard based on reasonable care and skill, not a warranty of fitness for a particular purpose or guarantee of a specific result. (b) No Warranty of Results. Architect/Design Professional Name makes no warranty, express or implied, that: (i) The design, when constructed, will be free from defects or errors; (ii) Construction costs will not exceed any estimate or budget provided; (iii) The project will be completed within any projected timeline; or (iv) The design will achieve any particular aesthetic, functional, or financial result. (c) No Fitness-for-Purpose Warranty. Architect/Design Professional Name makes no warranty, express or implied, that the design will be suitable or fit for any particular purpose other than those expressly stated in the written project program or design criteria provided by Owner/Client Title. Owner/Client Title acknowledges that the standard of care described in Section (a) is the sole measure of Architect/Design Professional Name's obligations and that no reliance on Architect/Design Professional Name's professional judgment shall create any implied warranty of fitness for purpose beyond the exercise of reasonable professional skill and care.

CODE COMPLIANCE AND AUTHORITY HAVING JURISDICTION (a) Design for Compliance. Architect/Design Professional Name shall prepare design documents intended to comply with applicable building codes, zoning ordinances, and other governmental regulations in effect at the time Services are performed and applicable to the Project as Architect/Design Professional Name reasonably interprets such requirements. (b) Code Changes During Construction. Architect/Design Professional Name designs to applicable codes in effect at the time of design document preparation. Building codes, zoning ordinances, and other regulations may change between the completion of design documents and the completion of construction. The contractor is responsible for identifying and complying with any code changes, amendments, or new regulations occurring after issuance of construction documents. Architect/Design Professional Name is not responsible for redesigning the project to comply with code changes that occur after construction documents are issued unless Owner/Client Title requests such revisions as Additional Services. (c) AHJ Exclusive Authority. Final determination of code compliance and interpretation of applicable regulations is the exclusive authority of the governmental authority having jurisdiction ("AHJ"), including building officials, zoning administrators, fire marshals, and other regulatory officials. Architect/Design Professional Name's interpretation of codes and regulations does not bind the AHJ, and the AHJ may require modifications to the design even if Architect/Design Professional Name reasonably believed the design complied with applicable requirements.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.