A written interior-work contract helps the company and contractor define the exact design and execution responsibilities, approved drawings, material brands, quantities, timelines, payment milestones, variation procedure, warranties and remedies before work begins.
INTERIOR DESIGN AND EXECUTION AGREEMENT
This Interior Design and Execution Agreement ("Agreement") is made at ____________ on this ____ day of __________, 20____.
BETWEEN
________________ Private Limited / Limited, a company incorporated under the Companies Act, 2013 and having its registered office at ____________________________, acting through its duly authorised representative Mr./Ms. ____________________________ (hereinafter referred to as the "Company", which expression shall, unless repugnant to the context, include its successors and permitted assigns), of the First Part;
AND
M/s ____________________________, a company / LLP / partnership firm / proprietorship having its registered/principal office at ____________________________, acting through Mr./Ms. ____________________________ (hereinafter referred to as the "Contractor", which expression shall, unless repugnant to the context, include its successors and permitted assigns), of the Second Part.
The Company and the Contractor are individually a "Party" and collectively the "Parties".
RECITALS
A. The Company proposes to carry out interior design, furnishing, fit-out and allied works at its premises situated at ____________________________ ("Site").
B. The Contractor represents that it possesses the necessary experience, personnel, licences, registrations and resources to execute the Works and has submitted its quotation/proposal dated __________.
C. The Parties wish to record the terms governing the design and execution of the Works.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Scope of Work and Contract Documents
1.1 The Contractor shall design, supply, execute, test, commission, complete and hand over the interior and allied works described in Annexure A, in accordance with the approved drawings, specifications, bill of quantities ("BOQ"), approved makes and written instructions forming part of this Agreement.
1.2 The contract documents shall include this Agreement, Annexure A (Scope/BOQ), Annexure B (Approved Makes and Specifications), Annexure C (Drawings), Annexure D (Project Schedule), the accepted quotation/purchase order and written variation orders. In case of conflict, the order of precedence shall be: this Agreement, written amendments/variation orders, purchase order, annexures, approved drawings and quotation, unless expressly agreed otherwise.
1.3 No material deviation from approved drawings, brands, specifications, quantities or methods shall be made without prior written approval of the Company.
2. Contract Price, GST and Statutory Deductions
2.1 The estimated / lump-sum Contract Price is ₹____________ (Rupees __________________ only), [inclusive / exclusive] of GST. The Parties shall clearly identify the applicable GST rate, tax component and invoicing basis in the BOQ or purchase order.
2.2 The Contractor shall issue tax invoices compliant with applicable GST law and shall be responsible for its tax returns, tax payment and statutory compliances. Where input tax credit is contractually expected, the Contractor shall furnish correct invoice and registration particulars and comply with requirements reasonably necessary for the Company to claim lawful credit.
2.3 The Company may deduct tax at source or make any other statutory withholding required by the law in force on the date of payment, including the applicable withholding provisions of the Income-tax Act, 2025 for payments/credits on or after 1 April 2026.
2.4 Unless this is expressly a fixed-price contract, final payment shall be based on jointly measured and certified quantities at the agreed rates. No extra item or variation shall be payable unless authorised in writing, except genuine emergency work subsequently ratified in writing.
3. Commencement and Completion
3.1 The commencement date ("Zero Date") shall be __________, subject to the Company handing over reasonable access to the Site, approved drawings and the agreed mobilisation advance, if any.
3.2 The Contractor shall achieve substantial completion within ____ calendar days from the Zero Date and final handover within ____ days thereafter, in accordance with Annexure D.
3.3 Time is of the essence, subject to approved extensions for Company-caused delay, approved variations, force majeure, authority restrictions, or other causes demonstrably beyond the Contractor's reasonable control.
4. Site Inspection and Existing Conditions
The Contractor confirms that it has inspected the Site and considered access, working hours, storage, loading/unloading, utilities and reasonably observable conditions. Latent conditions not reasonably discoverable during inspection shall be promptly notified to the Company and dealt with through the variation procedure.
5. Materials, Drawings and Workmanship
5.1 Unless stated otherwise in Annexure A, the Contractor shall provide all labour, supervision, materials, plant, tools, equipment, consumables, temporary works and services necessary for completion.
5.2 Materials shall be new, of the approved make and specification, fit for purpose and compliant with applicable Indian Standards, National Building Code requirements where applicable, manufacturer instructions and lawful authority requirements.
5.3 Shop drawings, samples and mock-ups requiring approval shall be submitted sufficiently in advance. Approval shall not relieve the Contractor of responsibility for dimensions, coordination, quality, safety or contractual performance.
5.4 The Contractor shall maintain progress records and provide periodic photographs/reports when reasonably required.
6. Workers, Safety and Labour-Law Compliance
6.1 The Contractor shall be responsible for its employees, workers, supervisors, subcontractors and agents and shall comply with the labour and social-security laws applicable to the establishment and Works, including the Labour Codes brought into force from 21 November 2025 and rules/notifications issued thereunder.
6.2 Without limiting the above, the Contractor shall comply, as applicable, with the Code on Wages, 2019; Code on Social Security, 2020; Occupational Safety, Health and Working Conditions Code, 2020; Industrial Relations Code, 2020; and relevant Central/State rules, schemes and notifications.
6.3 The Contractor shall provide required personal protective equipment, safe systems of work, trained supervision, first-aid arrangements, accident reporting and all legally mandated registers, records, contributions and benefits.
6.4 The Contractor shall indemnify the Company against statutory liability, penalties and claims attributable to the Contractor's breach of applicable worker-safety, wage, social-security or employment obligations, subject to applicable law.
7. Inspection, Testing and Rejection
The Company, its architect, project manager or authorised representative may inspect the Works at reasonable times. Defective or non-conforming work or materials shall, after written notice, be rectified or replaced by the Contractor at its cost within the specified reasonable period. Inspection or payment shall not constitute acceptance of latent defects.
8. Payment
Subject to certification, supporting documents and statutory deductions, the indicative payment schedule may be recorded as follows and should be adapted to the project:
| Milestone | Payment | Condition |
|---|---|---|
| Mobilisation / purchase order | ____% | Against agreed security, if any |
| Material mobilisation / stage 1 | ____% | After inspection/certification |
| Stage 2 completion | ____% | After measured progress |
| Substantial completion | ____% | After snag list preparation |
| Final handover | ____% | After documents and rectification |
| Retention | ____% | Release after defects-liability period |
Correct, undisputed invoices shall be paid within ____ days after receipt and certification. The Company shall communicate genuine invoice disputes within a reasonable period and shall not unreasonably withhold undisputed amounts.
9. Delay and Liquidated Damages
If completion is delayed solely for reasons attributable to the Contractor, the Contractor shall pay liquidated damages at ____% of the Contract Price for each week (or part thereof) of culpable delay, subject to an aggregate cap of ____% of the Contract Price. The Parties record that this amount is intended as a genuine pre-estimate / reasonable compensation for delay and remains subject to applicable Indian law.
No liquidated damages shall accrue for an approved extension of time. The Contractor shall notify delay events promptly, state their likely effect and take reasonable mitigation steps.
10. Variations and Extra Work
No addition, omission, substitution, change in quantity, finish, layout or sequence shall alter the Contract Price or completion period unless recorded through a written variation order identifying the price and time effect. In an emergency affecting safety or property, the Contractor may take immediately necessary protective action and shall notify the Company without undue delay.
11. Defects Liability and Warranty
The defects-liability period shall be ____ months from certified handover. The Contractor shall rectify defects attributable to defective workmanship or materials within a reasonable period after notice. Manufacturer warranties, guarantees, manuals, test certificates and as-built drawings shall be handed over at completion where applicable.
12. Subcontracting and Assignment
The Contractor shall not assign the Agreement or subcontract a material part of the Works without prior written consent of the Company, except for specialist trades disclosed in the accepted proposal. Consent shall not relieve the Contractor from responsibility for subcontracted work.
13. Insurance, Property Damage and Indemnity
The Contractor shall maintain such insurance as is legally required and commercially appropriate for the project, which may include employees/workers coverage, third-party liability, contractor's plant/equipment and contractor's all-risk insurance. Each Party shall be responsible for loss caused by its breach, negligence, wilful misconduct or violation of law, subject to the Agreement and applicable law.
14. Intellectual Property and Design Documents
Ownership and permitted use of drawings, designs, renders, specifications and other design deliverables shall be stated in Annexure E. The Contractor shall not knowingly use third-party intellectual property without necessary permission and shall indemnify the Company against proven infringement arising from Contractor-supplied designs or materials, except to the extent based on Company-mandated material.
15. Suspension and Termination
15.1 A Party may terminate this Agreement for material breach if the defaulting Party fails to cure the breach within ____ days after written notice, unless the breach is incapable of cure.
15.2 The Company may, after due notice, engage others to complete unperformed work following Contractor default and recover reasonable additional completion cost to the extent permitted by law and this Agreement.
15.3 On termination, the Parties shall jointly record completed work, authorised materials at Site, outstanding defects, documents and amounts lawfully due. The Contractor shall remove its surplus materials, tools and equipment within the period reasonably specified.
16. Force Majeure
A Party shall not be liable for delay to the extent caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome, including natural disaster, war, riot, epidemic/pandemic restriction, governmental prohibition or comparable event. The affected Party shall promptly notify the other Party, mitigate the effect and resume performance when reasonably possible. If the event substantially prevents performance for more than ____ consecutive days, either Party may invoke the agreed suspension/termination mechanism.
17. Statutory Permissions and Compliance
Each Party shall obtain the approvals expressly allocated to it in Annexure F. The Contractor shall comply with applicable building, electrical, fire-safety, environmental, occupational-safety, municipal, labour and other laws affecting its execution of the Works. The Company shall provide owner/occupier approvals and building-management permissions allocated to it.
18. Confidentiality and Site Photography
Commercial, technical and security-sensitive information received for the project shall be kept confidential except where disclosure is required by law or reasonably necessary to execute the Works. The Contractor shall not publish photographs, videos, plans, branding or identifying details of the completed premises for advertising or portfolio use without prior written consent of the Company.
19. Notices
Contractual notices shall be sent to the postal and email addresses set out below or to any replacement address notified in writing. A notice concerning termination, arbitration or a material default should be capable of being proved as delivered.
20. Dispute Resolution and Arbitration
20.1 The Parties shall first attempt in good faith to resolve any dispute through authorised representatives within ____ days after written notice of dispute.
20.2 If unresolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended and in force.
20.3 The tribunal shall consist of a sole independent and impartial arbitrator mutually appointed by the Parties. If the Parties fail to agree within the period permitted by law, either Party may seek appointment in accordance with Section 11 of the Arbitration and Conciliation Act, 1996. No Party or person having an interest in the outcome shall have an exclusive unilateral right to appoint the sole arbitrator contrary to applicable law.
20.4 The seat and legal place of arbitration shall be ____________, India. Hearings may be held physically or virtually as directed by the tribunal. The language shall be English. The award shall be reasoned and costs shall be determined by the tribunal in accordance with applicable law.
20.5 Nothing prevents either Party from seeking interim measures from a competent court or arbitral tribunal where permitted by law.
21. Governing Law and Courts
This Agreement shall be governed by the laws of India. Subject to the arbitration clause and the mandatory jurisdiction rules applicable to arbitral proceedings, courts having lawful jurisdiction at ____________ shall have jurisdiction.
22. General Provisions
This Agreement and its annexures constitute the agreed contractual record and may be amended only in writing signed or otherwise validly authenticated by authorised representatives of both Parties. A waiver on one occasion is not a continuing waiver. If a provision is held unenforceable, the remaining provisions shall continue to the extent legally permissible. Headings are for convenience only.
Execution
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorised representatives on the date first written above.
Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________
Name: __________________________
Designation: ___________________
Signature: _____________________
Date: __________________________
Name: __________________
Address: ________________
Signature: ______________
Name: __________________
Address: ________________
Signature: ______________
Suggested Annexures
Annexure A: Detailed Scope of Work and BOQ
Annexure B: Approved Brands, Materials and Technical Specifications
Annexure C: Approved Drawings and Layouts
Annexure D: Project Programme and Milestones
Annexure E: Design/IP and Handover Deliverables
Annexure F: Responsibility Matrix for Approvals, Utilities and Building Management
Official Legal Resources
- Companies Act, 2013 - India Code
- Central Goods and Services Tax Act, 2017 - India Code
- Arbitration and Conciliation Act, 1996 - India Code
- Ministry of Labour & Employment - Labour Codes, rules and notifications
- Income Tax Department - current tax and TDS guidance
Last reviewed: August 2026. Verify State-specific rules, stamp duty, local building/fire permissions and project-specific tax treatment before execution.