Freelance Interior Designer Agreement

This Agreement is made on [Date] between [Company Legal Name], a [company / LLP / proprietorship] having its registered office at [Address] (“Company”), and [Designer’s Full Legal Name], residing or having an office at [Address, Hyderabad, Telangana], PAN [●] and GSTIN [●, if applicable] (“Designer”).

The engagement relates to [Project name and description] at [Project location], for the client identified as [Client name or project code]. The Project has already commenced, with the current design-completion target falling between 1 and 5 December 2026. The Company project lead is [Name].

The client is exclusively the Company’s client. Unless authorised in writing, the Designer will communicate and coordinate only with the Company’s internal teams.

1. Project brief. Review the client questionnaire and information supplied by the Company and prepare a structured brief covering functional needs, aesthetic direction, room-wise requirements and relevant design considerations.
2. Drawings coordination. Coordinate with internal design, drafting, execution and site teams. Review drawings for design intent and consistency and provide written comments, mark-ups and design decisions. The coordinated drawing package comprises: (a) switchboard layout; (b) automation layout; (c) HVAC layout; (d) plumbing layouts; (e) false ceiling layout; (f) reflected ceiling plan (RCP) layout; (g) lighting layout; (h) bathroom tiling layout; (i) flooring layout; and (j) wall elevations.
3. Render coordination. Provide the visualisation team with design direction, references, materials and lighting intent; review drafts and provide consolidated comments until the agreed render package is complete. Unless separately agreed, the Designer coordinates and reviews renders but does not personally produce 3D models or renders.
4. Site design coordination. Respond to design questions from the site or execution team and provide clarifications, sketches, mark-ups or revised design inputs. This does not include contractor supervision, measurement or quantity certification, construction management, site safety or responsibility for workmanship. Whenever the Company requires the Designer to travel for the Project, the Company will arrange directly or bear the reasonable costs of her round-trip travel, local transportation, accommodation or stay, and meals or food during the approved travel period. These costs are separate from the Designer’s Fee.
5. Selections in Hyderabad. When required, assist with product, material, furniture, finish, lighting, sanitaryware, fabric, artwork or accessory selections available in Hyderabad. The Designer may not independently commit the Company or client to a purchase.
6. Collages, palettes and presentations. Prepare mood boards, material palettes, concept collages, room-wise presentations and agreed client-facing design presentations. The Company will conduct client meetings, present the material and manage client communication.
7. Design continuity. Maintain consistency between the approved brief, concept, selections, drawings, renders and presentations, and promptly identify material inconsistencies or missing information.

Unless added by written change order, the Designer is not responsible for client meetings or direct client communication; approvals or statutory permissions; architectural, structural, electrical, plumbing or engineering certification; production work assigned to internal teams; BOQs, procurement orders or estimates; contractor supervision, construction quality or site safety; product availability, vendor performance or execution quality; unapproved travel; or work arising from a material change to the approved client brief.

The Designer must not contact the client, represent herself as authorised to bind the Company, disclose commercial terms or accept instructions directly from the client without prior written approval. Direct client contact must be promptly referred to the Company project lead.

The Parties will maintain a mutually agreed schedule for the principal deliverables: project brief; concept collages, palettes and presentations; coordinated inputs and reviews for the switchboard, automation, HVAC, plumbing, false ceiling, RCP, lighting, bathroom tiling and flooring layouts and wall elevations; coordinated and reviewed render package; selection recommendations where required; site design clarifications during the design phase; and a final organised design handover package.

The Project has already commenced. The present estimated programme targets completion of the agreed render package between 5 and 10 November 2026, and completion of all required drawing coordination together with the Company’s internal budgeting exercise between 1 and 5 December 2026. Budget preparation, BOQs, cost estimates and commercial approvals remain the responsibility of the Company and its internal teams; the Designer will provide the design information and coordination reasonably required for that exercise.

The Company will provide the questionnaire, measurements, drawings, requirements, budgets, timelines, internal-team access and consolidated feedback reasonably required. The Designer is not responsible for delays caused by incomplete information, delayed decisions, changed instructions, delayed internal-team output or circumstances beyond her reasonable control.

Unless otherwise agreed, the fee includes up to two consolidated revision rounds per principal deliverable. The Company will accept a deliverable or provide one consolidated set of written comments within five business days. A deliverable is accepted when the Company confirms it; it is issued to or approved by the client; the next dependent stage is instructed; or no specific written comments are provided within five business days.

Corrections required because the Designer did not follow the approved brief are not additional revisions. Changes in preference, instructions, budget or client brief may require a change order.

The Company will pay the Designer 25% of the Design Fee. “Design Fee” means the professional fee expressly allocated to the design portion in the Company’s final signed proposal or client contract, excluding the execution or project-management fee; GST and other taxes; procurement margins or commissions; reimbursable expenses; vendor, consultant and statutory charges; execution-related discounts, refunds or credits; and additional services not assigned to the Designer.

The Company’s total professional fee charged to the client for the Project is ₹25,00,000. Of this amount, 50%, being ₹12,50,000, is allocated to the design portion (“Design Fee”), and the remaining 50% is allocated to execution. The Designer’s Fee is 25% of the Design Fee, being ₹3,12,500. If the client-approved design scope or Design Fee changes, the Designer’s Fee will be adjusted proportionately through a written change order. No reduction applies retrospectively to an accepted milestone.

Payment schedule:

1. 30% advance — ₹93,750, on signing and receipt of a valid invoice.
2. 40% render milestone — ₹1,25,000, on completion and acceptance of the agreed final render package.
3. 30% design-completion milestone — ₹93,750, on acceptance of the complete design phase and final handover package.

Valid invoices are payable within seven business days after the applicable milestone. The advance is adjusted against the total Designer’s Fee. GST, when legally applicable and supported by a valid tax invoice, is additional. The Company may deduct TDS or other amounts required by law and will provide the applicable certificate. Project travel requested by the Company will be arranged or paid for by the Company as stated in the Scope of Services. Any other out-of-pocket expense requires written pre-approval and reasonable supporting documents.

Either Party may propose a change to scope, deliverables, revisions or programme. The Designer need not begin additional work until the Parties confirm in writing the revised services, fee or calculation method, timeline and effect on milestones. Approval by email is sufficient for a change order.

The Company may provide limited access to Miro, Slack, shared drives, project-management systems and other internal tools solely to perform the services. The Designer will secure credentials, use only assigned accounts, follow reasonable security policies, avoid unauthorised copies or invitations, report suspected misuse, and return or delete Company information when requested or on termination.

Slack and similar platforms may be used operationally. Formal approvals, scope changes and material commercial decisions must be confirmed in writing by the Company project lead.

The Designer will perform professionally and diligently in accordance with the approved brief, agreed timelines and generally accepted interior-design practices. She will promptly identify design inconsistencies, technical or execution conflicts, incomplete information, out-of-scope instructions and matters likely to affect the timeline or outcome.

Final responsibility for structural, engineering, statutory and execution matters remains with appropriately qualified professionals and the Company’s execution team. Material subcontracting or delegation requires prior written approval.

“Work Product” means project-specific briefs, concepts, layouts, drawings, mark-ups, schedules, palettes, collages, presentations and other materials created under this Agreement.

Upon receipt of the applicable payment, the Designer assigns exclusively to the Company, worldwide and for the entire period of copyright and all renewals or extensions, all transferable rights, title and interest in the corresponding Work Product, including rights to reproduce, adapt, modify, combine, publish, communicate, execute and license it for the Project and Company business purposes. The Designer’s Fee is the complete consideration and no separate royalty is payable.

To the extent permitted by law, the Designer consents to modification, adaptation, completion and omission of attribution and will sign reasonable confirmatory documents. She retains independently developed tools, templates, processes and know-how identified before use, while granting the Company a perpetual, worldwide, irrevocable, transferable, royalty-free licence to any such material incorporated in the Work Product. Unlicensed third-party material must not knowingly be used, and restrictions must be disclosed in advance.

The Designer will protect all non-public information concerning the Company, client, Project, pricing, drawings, property, vendors, processes, systems and communications and use it only for the services. Standard exclusions apply to information previously and lawfully known, independently public, lawfully received without restriction or legally compelled to be disclosed.

Confidentiality continues for five years after termination; trade secrets, credentials and personal client information remain protected while confidential. The Designer may not publish the client name, property details, drawings, renders, photographs, pricing or Project information in a portfolio, social media, website, award submission or other public forum without prior written approval.

During the Project and for 12 months after completion or termination, the Designer will not knowingly bypass the Company to solicit or accept substantially similar work directly from the client in relation to this Project, or use confidential information to solicit Company employees, retained consultants or project vendors away from the Company.

This clause does not prevent the Designer from carrying on her profession or accepting work from other clients generally.

The Designer is an independent contractor, not an employee, partner, agent or joint venturer. She receives no employee benefits, cannot bind the Company, remains responsible for her methods subject to agreed outcomes, and may serve others if there is no conflict, misuse of confidential information or material interference.

Each Party confirms its authority to contract. The Designer confirms that the Work Product will be original or properly licensed; this engagement breaches no other obligation; conflicts will be disclosed; no undisclosed commission or referral arrangement will be made; and applicable law will be followed.

The Designer indemnifies the Company against third-party claims directly arising from infringement by her original material, material confidentiality breach, fraud, wilful misconduct, gross negligence or an unauthorised commitment in the Company’s or client’s name. The Company indemnifies the Designer against third-party claims directly arising from Company-supplied materials or instructions used in accordance with this Agreement.

Except for fraud, wilful misconduct, confidentiality breach, infringement or amounts properly payable, neither Party is liable for indirect, special, punitive or consequential loss. Subject to those exceptions, aggregate liability is capped at the total Designer’s Fee.

Either Party may terminate for convenience on 14 days’ written notice, or for material breach not cured within seven days after detailed written notice. The Company may terminate immediately for fraud, deliberate confidentiality breach, serious misconduct, repeated failure after warning, unauthorised client dealing or system misuse.

On termination, the Designer will stop as directed and deliver completed and in-progress Work Product. The Company will pay accepted milestones and reasonably completed work plus approved non-cancellable expenses. An unearned advance is refunded if termination results from the Designer’s uncured breach or abandonment. On Company convenience termination, the advance is non-refundable but credited against completed work. Partially completed work is valued by reference to milestone allocation and documented progress.

Neither Party is liable for delay beyond reasonable control if prompt notice is given and reasonable mitigation is attempted. If the event materially prevents performance for more than 30 days, either Party may terminate the affected services.

Any dispute will first be discussed in good faith between authorised representatives of the Parties. If the dispute is not resolved within 15 days after written notice, either Party may pursue the remedies available to it before a court of competent jurisdiction.

This Agreement is governed by Indian law. Courts at [City, State] will have exclusive jurisdiction. Formal notices will be sent to [Company notice email] and [Designer notice email].

This Agreement and written change orders are the complete agreement. Amendments must be written and accepted by both Parties. Assignment requires consent, except for a genuine Company merger, restructuring or transfer of the relevant business or Project. Delay is not waiver; invalid provisions are limited or severed; and electronic or counterpart signatures are permitted.

For [Company Legal Name]

Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________

Designer

Name: __________________________
Signature: _____________________
Date: __________________________