INTERIOR DESIGN RETAINER AGREEMENT
This Interior Design Services Agreement (“Agreement”) is entered into as of November 6, 2025 by and between (“Client”) with a residence located at 5413 Pacific Yacht Way, Sacramento, CA 95835 and Model Home Accents (“Designer” Rose Sypkens or “MHA”), located at 20 Main Ave Suite 1, Sacramento, California 95838.
RECITALS
WHEREAS, Designer is engaged in the business of providing professional interior design services; and
WHEREAS, Client desires to retain Designer to provide interior design services for Client’s residence; and
WHEREAS, the parties wish to set forth the terms and conditions of their professional relationship;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. ENGAGEMENT OF SERVICES
Client hereby engages Designer to provide interior design and home furnishing services for the property located at 5413 Pacific Yacht Way, Sacramento, California 95835 (“Project”), and Designer accepts such engagement under the terms set forth in this Agreement.
2. COMMENCEMENT DATE
Services shall commence on November 6, 2025, or upon receipt of the Retainer Deposit, whichever occurs first.
3. SCOPE OF SERVICES
3.1 Project Areas
Designer shall provide comprehensive interior design services (“Services”) for the space(s) identified during the initial In-Home Design Consultation, which may include:
Living room, Family room, Dining room, Formal dining room, Primary bedroom, Guest bedroom(s), Home office, Other: Not Applicable
Additional living spaces as determined by Designer at Designer’s discretion during the initial consultation.
3.2 Design Services and Recommendations
Services include, but are not limited to, recommendations and selections for:
• Furniture and furnishings selection and sourcing
• Space planning and furniture placement/layout
• Wall art and wall décor placement
• Area rugs (selection and sizing)
• Lighting design and fixture selection
• Paint colors and color palette development
• Decorative accessories and styling
• Window treatment recommendations
• Storage and organizational solutions
• Personal design style development
• Color scheme coordination and development
3.3 Design Deliverables
Services include the creation and delivery of Design Project Mood Boards featuring:
• Furniture recommendations
• Wall décor and art selections
• Area rug options
• Lighting fixtures
• Decorative accessories
• Window treatment concepts
Important Note: Mood boards will present a curated visual representation of recommended items and general layout concepts. They will not be digital renderings to scale, but rather a general layout and visual presentation of the recommended items. At Designer’s discretion, digital renderings and/or architectural drawings may be presented at follow-up meetings.
3.4 Shopping and Procurement Assistance
Designer will provide professional guidance on furniture and décor selections. All product purchases must be coordinated through and purchased from Model Home Accents. Designer will assist with delivery scheduling as part of the comprehensive design process.
4. COMPENSATION AND PAYMENT TERMS
4.1 Retainer Deposit
Client agrees to pay a Retainer Deposit of $5,000.00 (“Retainer Fee”) to secure Designer’s services under this Agreement. Payment shall be made to Model Home Accents, 3511 Del Paso Rd #160-228, Sacramento, California 95835 upon execution of this Agreement.
4.2 Payment Methods
Payment may be submitted via:
• Check made payable to Model Home Accents
• Credit card
• Online payment through the Model Home Accents website
Note: Payment submitted through MHA’s website constitutes execution and acceptance of this Agreement.
4.3 Application of Retainer Fee
The $5,000.00 Retainer Fee will be credited in full against Client’s furnishings, décor, and related product purchases made through Designer or Model Home Accents.
4.4 Hourly Rate (If Applicable)
In the event that Client does not make purchases through Designer or Model Home Accents sufficient to offset the Retainer Fee, Client will be billed at $150.00 per hour for all design work performed. The Retainer Fee of $5,000.00 will be applied toward these hourly charges. Designer estimates the project will require approximately 15 hours of design work based on the scope outlined in Section 3, though actual hours may vary depending on project complexity and revisions.
4.5 Product Purchases
Any furniture, décor, lighting, window treatments, or other products purchased through Designer shall be subject to separate invoicing. Unless otherwise agreed in writing, Client is responsible for 100% payment of all products before Designer places orders with vendors. Standard payment requirement is full payment (100%) at time of order placement, unless otherwise specified by Designer.
4.6 Additional Services
Any services beyond the original scope outlined in Section 3 will be billed separately at Designer’s standard hourly rate of $150.00 per hour. Client will be notified in advance in writing of any additional charges before Designer proceeds with additional work.
4.7 Late Payment
In addition to any other right or remedy provided by law, if Client fails to pay any amount when due, Designer has the option to:
• Treat such failure as a material breach of this Agreement
• Suspend Services until payment is received
• Cancel this Agreement
• Seek legal remedies
Late payments may be subject to a service charge of 1.5% per month (18% annually) on the outstanding balance, or the maximum rate permitted by law, whichever is less.
5. CLIENT RESPONSIBILITIES
5.1 Client agrees to:
• Provide timely access to the project property for consultations, measurements, and assessments
• Respond to Designer’s requests for decisions, approvals, and feedback within reasonable timeframes (typically 5-7 business days)
• Provide accurate and complete information regarding budget constraints, design preferences, timeline expectations, and project requirements
• Make timely payments as outlined in Section 4 of this Agreement
• Inform Designer promptly of any changes to project scope, requirements, budget, or timeline
• Obtain any necessary approvals from landlords, homeowners associations, or other governing bodies if applicable
• Ensure that the property is ready for any scheduled installations or deliveries
6. DESIGNER RESPONSIBILITIES
6.1 Designer agrees to:
• Provide Services in a professional, timely, and workmanlike manner
• Use knowledge and recommendations that meet generally acceptable standards in the interior design industry
• Provide a standard of care equal to or superior to that used by similar design professionals on similar projects in Designer’s community and region
• Communicate regularly with Client regarding project progress, timelines, and any issues that arise
• Present design recommendations that align with Client’s stated preferences, lifestyle needs, and budget parameters
• Use reasonable efforts to source quality products and materials from reputable vendors
• Coordinate with vendors, manufacturers, and service providers as needed for product procurement, delivery, and installation
• Maintain confidentiality of Client’s personal information and project details
6.2 Designer’s Limitations
Designer does not provide:
• Architectural or structural engineering services
• Electrical, plumbing, or HVAC design or installation
• Building permits or code compliance certifications
• Construction or contractor services
• Installation services (though Designer can recommend qualified installers)
7. PROJECT TIMELINE
The estimated timeline for completion of Services shall be determined based on project scope, complexity, product availability, and Client’s responsiveness to design proposals. Designer will make reasonable efforts to adhere to mutually agreed-upon timelines; however, delays may occur due to:
• Product availability and manufacturer lead times
• Vendor and shipping schedules
• Client-requested changes or revisions
• Unforeseen circumstances beyond Designer’s control
Designer will communicate any anticipated delays to Client as soon as reasonably possible.
Estimated Project Completion Date: (To Be Determined) , 2025 (subject to change)
8. CHANGES TO SCOPE OF WORK
8.1 Scope Changes
Any changes, additions, or modifications to the Services outlined in Section 3 must be requested by Client in writing and approved by both parties in writing before Designer proceeds with the additional work.
8.2 Additional Fees
Additional fees will apply for scope changes that require:
• Additional design time beyond the original scope
• Revisions beyond those included in the original Agreement (typically 2 rounds of revisions are included)
• Design services for additional rooms or spaces not originally specified
• Significant redesign due to Client-requested changes after approval
Additional work will be billed at Designer’s hourly rate of $150.00 per hour, and Client will be provided with a written estimate before Designer proceeds.
9. CANCELLATION AND TERMINATION
9.1 Client Termination
Client may terminate this Agreement at any time by providing fourteen (14) days’ written notice to Designer. Upon termination by Client:
• The Retainer Deposit of $5,000.00 is non-refundable
• Client shall be responsible for payment of all work completed through the date of termination
• Client shall be responsible for any furniture, décor, or product orders placed on Client’s behalf prior to the termination date
• Designer will deliver all completed work product to Client within 30 days of termination
• Client may not use incomplete design concepts without Designer’s written consent
9.2 Designer Termination
Designer may terminate this Agreement by providing fourteen (14) days’ written notice to Client if:
• Client fails to make required payments when due
• Client fails to provide necessary access to the project property
• Client fails to respond to communications within reasonable timeframes
• The professional relationship becomes untenable
• Client engages in conduct that is abusive, threatening, or otherwise inappropriate
Upon termination by Designer:
• Unused Retainer Deposit funds (if any remain after billing for completed work) will be refunded to Client within 30 days
• Designer will deliver all completed work product to Client
• Client remains responsible for any outstanding invoices
9.3 Effect of Termination
Upon termination by either party:
• All payment obligations incurred prior to termination remain in effect
• Designer shall deliver all completed work to Client
• Any unfinished deliverables shall remain the property of Designer unless Client pays for the proportional work completed
• Client may not reproduce, distribute, or implement incomplete design concepts without Designer’s written consent
• All confidentiality obligations survive termination
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Ownership of Work Product
All design concepts, drawings, mood boards, specifications, floor plans, and other creative work product developed by Designer (“Work Product”) remain the intellectual property and proprietary information of Designer, protected by copyright law.
10.2 License to Client
Upon full payment of all fees owed under this Agreement, Client is granted a limited, non-exclusive, non-transferable license to use and implement the Work Product solely for the Project specified in this Agreement at the address listed in Section 1.
10.3 Restrictions
Client may not:
• Reproduce, distribute, or use Work Product for any property other than the Project location
• Use Work Product for commercial purposes
• Provide Work Product to third parties, including other designers or contractors, without Designer’s written consent
• Claim authorship or ownership of Work Product
• Modify or create derivative works based on Work Product without Designer’s consent
11. PRODUCT WARRANTIES AND LIABILITY
11.1 Third-Party Products
Designer makes no express or implied warranties regarding products manufactured, supplied, or installed by third parties, including but not limited to furniture, lighting fixtures, window treatments, flooring, or décor items. All product warranties are provided solely by the respective manufacturers, vendors, or installers.
11.2 Product Inspection
Client is responsible for inspecting all delivered products upon receipt and reporting any damage, defects, or discrepancies to Designer within 48 hours of delivery. Designer will assist Client in coordinating returns, exchanges, or warranty claims with vendors, but Designer is not liable for manufacturer defects or shipping damage.
11.3 Limitation of Liability
Designer’s total liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid by Client to Designer for Services under this Agreement (excluding product purchases).
Designer is not liable for:
• Delays or failures caused by product availability, manufacturing delays, or shipping issues
• Manufacturer defects or product performance issues
• Installation errors by third-party installers
• Damages resulting from Client’s failure to follow product care instructions
• Circumstances beyond Designer’s reasonable control (Force Majeure events)
• Consequential, incidental, indirect, or punitive damages
11.4 Indemnification
Client agrees to indemnify and hold harmless Designer from any claims, damages, or expenses arising from:
• Client’s misuse of products or failure to follow care instructions
• Third-party installations arranged independently by Client
• Structural or mechanical issues with the property
• Claims by third parties related to the Project
12. WARRANTIES AND REPRESENTATIONS
12.1 Designer’s Warranty
Designer warrants that:
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Designer possesses the necessary skills, experience, and qualifications to perform the Services
• Work Product will be original and will not infringe upon the intellectual property rights of third parties
• Designer will exercise reasonable care and professional judgment in performing Services
12.2 No Other Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DESIGNER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. FORCE MAJEURE
If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event.
The term Force Majeure shall include, without limitation:
• Acts of God
• Natural disasters (fire, flood, earthquake, storm)
• Plague, epidemic, pandemic, or outbreaks of infectious disease
• Public health crises, including quarantine or other restrictions
• Orders or acts of military or civil authority
• National emergencies, insurrections, riots, or wars
• Strikes, lock-outs, or work stoppages
• Supplier or vendor failures
• Utility failures or transportation disruptions
The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.
14. CONFIDENTIALITY
14.1 Mutual Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of this engagement, including but not limited to:
• Design concepts and creative work product
• Pricing information and vendor relationships
• Client’s personal information, financial information, and property details
• Business practices and methodologies
14.2 Exceptions
Confidential information does not include information that:
• Is or becomes publicly available through no breach of this Agreement
• Is rightfully received from a third party without breach of confidentiality obligations
• Is independently developed without use of confidential information
• Must be disclosed pursuant to legal requirement or court order
14.3 Survival
The confidentiality obligations under this Section shall survive termination of this Agreement for a period of five (5) years.
15. PHOTOGRAPHY AND MARKETING
15.1 Photography Rights
Upon completion of the Project, Client grants Designer permission to photograph the completed design work for Designer’s portfolio, marketing materials, website, social media, publications, and promotional purposes.
☐ Client grants permission for photography and marketing use☐ Client declines permission for photography and marketing use
15.2 Privacy Protection
Designer agrees not to disclose Client’s full name, specific address, or other personally identifiable information in any marketing materials without Client’s express written consent. Designer may reference the general location (e.g., “Sacramento residence”) and project details.
15.3 Opt-Out
Client may revoke photography permission at any time by providing written notice to Designer. Designer will remove images from future marketing materials to the extent reasonably practicable (though images already published may not be retrievable).
16. DISPUTE RESOLUTION
16.1 Good Faith Negotiation
Any disputes, controversies, or claims arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the parties within thirty (30) days of written notice of the dispute.
16.2 Mediation
If resolution cannot be reached through negotiation, the parties agree to participate in mediation before a mutually acceptable mediator before pursuing arbitration or litigation. The costs of mediation shall be shared equally by the parties.
16.3 Arbitration
If mediation is unsuccessful, any remaining controversies or disputes shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association.
The arbitration shall take place in Sacramento County, California, or at a location mutually agreed upon by the parties. The parties shall select a mutually acceptable arbitrator knowledgeable about interior design and related business issues. In the event the parties are unable to agree on selection, each party will select an arbitrator and the two arbitrators shall select a third arbitrator, all three of whom shall preside jointly over the matter.
16.4 Arbitration Procedures
• All documents, materials, and information relevant to the dispute shall be made available to the other party for review no later than 30 days after notice of arbitration is served
• The arbitrator(s) shall not have authority to modify any provision of this Agreement or to award punitive damages
• The arbitrator(s) shall have power to issue mandatory orders and restraint orders in connection with the arbitration
• The decision rendered by the arbitrator(s) shall be final and binding on the parties
• Judgment may be entered in conformity with the decision in any court having jurisdiction
• The agreement to arbitration shall be specifically enforceable under prevailing arbitration law
• During any arbitration proceeding, the parties shall continue to perform their respective non-disputed obligations under this Agreement
16.5 Attorney’s Fees
The prevailing party in any dispute resolution proceeding (including negotiation, mediation, arbitration, or litigation) shall be entitled to recover reasonable attorney’s fees and costs from the non-prevailing party.
17. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Sacramento County, California, and the parties hereby consent to the personal jurisdiction and venue of such courts.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, agreements, arrangements, or understandings, whether written or oral, relating to the subject matter of this Agreement.
19. AMENDMENTS AND MODIFICATIONS
This Agreement may be modified or amended only by a written instrument signed by both parties. Any purported amendment or modification that is not in writing and signed by both parties shall be null and void.
20. SEVERABILITY
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. If a court finds that any provision is invalid or unenforceable but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
21. WAIVER
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.
22. ASSIGNMENT
Neither party may assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment without such consent shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
23. NOTICES
23.1 Notice Requirements
All notices, requests, demands, or other communications required or permitted under this Agreement shall be in writing and shall be deemed properly given when:
• Delivered personally to the intended recipient
• Sent by certified or registered mail, return receipt requested, postage prepaid
• Sent by recognized overnight courier service
• Sent by email with confirmation of receipt
23.2 Notice Addresses
Notices shall be sent to the addresses set forth below, or to such other addresses as either party may designate in writing in accordance with this Section.
For Client:
Name: Sumanjit Sandhu
Address: 5413 Pacific Yacht Way, Sacramento
Sacramento, CA 95835
Email: sumanjitsandhu@yahoo.com
For Designer:
Model Home Accents,
Rose Sypkens, Principal Designer
3511 Del Paso Rd. Suite 160-228
Sacramento, California 95838
Email: rose@modelhomeaccents.com
24. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and digitally signed documents shall have the same legal effect as original signatures and shall be binding upon the parties.
25. HEADINGS
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
26. RELATIONSHIP OF PARTIES
Designer is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement shall be construed to create an employment relationship, partnership, or joint venture between the parties.
27. SURVIVAL
The following provisions shall survive termination or expiration of this Agreement: Sections 4 (Payment obligations for completed work), 10 (Intellectual Property Rights), 11 (Product Warranties and Liability), 14 (Confidentiality), 16 (Dispute Resolution), 17 (Governing Law), and any other provisions which by their nature should survive termination.
ACKNOWLEDGMENT AND ACCEPTANCE
By signing below, the parties acknowledge that they have read, understood, and agree to be bound by all terms and conditions of this Interior Design Retainer Agreement. Each party represents that they have the authority to enter into this Agreement and that this Agreement constitutes a legal, valid, and binding obligation.
CLIENT: Sumanjit Sandhu
*Signature: Online Checkout constitutes execution of Retainer Agreement, Date: 11/06/2025
Printed Name: Sumanjit Sandhu
DESIGNER:
Signature: Rose Sypkens, Date: 11/06/2025
Printed Name: Rose Sypkens
Rose Sypkens: Principal Designer, Model Home Accents
☐ CASH Paid Payment in the amount of $5,000.00 received on 11/06/2025
☐ Credit card payment in the amount of $5,000.00 processed on __________________
☐ Online payment through Model Home Accents website in the amount of $5,000.00 processed on __________________ (constitutes execution of this Agreement)
Model Home Accents | 3511 Del Paso Rd #160-228, Sacramento, California 95835 | Phone:
916.409.7777