A designer's proposal tends to arrive as a few pages of prose and one number, and most owners read it for the number. The interior design contract that follows is the document you will work under for a year or more, and the fee is only one clause in it. This is a reading guide to the rest, clause by clause, for a restaurant owner or a homeowner deciding whether to sign. How the fee itself gets set is a separate question, covered in how commercial interior design fees are structured.
What an interior design contract should contain
A complete agreement answers ten questions in writing:
- Parties. The legal names of both sides and the project address.
- Scope of work. The services, listed by phase.
- Deliverables. What you receive at the end of each phase.
- Fee structure. The model, and what number it applies to.
- Retainer. How much, when it is paid, and how it is applied.
- Reimbursable expenses. Which costs are billed on top of the fee, and at what rate.
- Schedule. The design calendar, kept separate from vendor lead times the designer does not control.
- Ownership of drawings. Who owns them, and what you may do with them.
- Termination. How either side ends the agreement, and what is owed when it does.
- Dispute resolution. Where a disagreement goes, and in what form.
Standard forms exist, and they make a useful checklist even when your designer writes on their own paper. The American Institute of Architects publishes B152-2019, its standard owner-architect agreement for interior design and FF&E design services. The American Society of Interior Designers (ASID) sells contract packages for commercial and residential work; the commercial one is organized around design services for interior construction, FF&E selection and specification, project administration, purchasing, compensation, termination rights, and claims and disputes. If the agreement in front of you is silent on one of those topics, you have found your first question.
An interior design proposal is written to win the work; the agreement is written to run it, and where they differ, the agreement is what you signed.
The interior design scope of work, phase by phase
Scope is the clause most worth reading slowly, because "full design services" means different things to different people. B152 divides its basic services into programming, schematic design, design development, construction documents, construction procurement, and construction contract administration, with FF&E documents, procurement, and contract administration running alongside. In plain terms:
- Programming puts the brief in writing: seat count, service style, what the room must hold.
- Schematic design tests layouts.
- Design development settles finishes, lighting, and millwork.
- Construction documents are the drawing set a contractor prices and builds from.
- Procurement covers bidding the construction and ordering the furniture, fixtures, and equipment.
- Contract administration is the design team's presence during construction and installation.
The AIA built B152 so that a firm providing only interior design or only FF&E services can strike the services it is not performing. A missing phase can be a fair choice. It should still be a visible one, named and priced. Name the disciplines the same way: the scope at Sesilya, a Georgian restaurant in Park Slope, covered interior architecture, FF&E, lighting, and custom artwork, and each of those is a line a contract can list.
Two New York details. Interior designers do not file construction jobs with the Department of Buildings; a licensed engineer or registered architect must submit the plans, and the contract should name that person and whose fee covers them (we explain how the designer, architect, and contractor roles divide). Then titles. Under Article 161 of the state Education Law, only a person certified under that article may use the title "certified interior designer", and the article states that the practice it defines does not authorize the practice of engineering or architecture. If the title appears in your contract, check it in the state's online license verification.
The retainer, and how it is applied
An interior design retainer fee is money paid at signing, before design work starts. ASID's Minnesota chapter defines the retainer as an amount paid by the client to the designer and applied to the balance due at the termination of the project, customarily paid upon signing. Not every contract treats it that way, so read for three things: whether the retainer is credited against the final invoice or used up by the first phase, whether any of it comes back if the project stops early, and whether it can be held against unpaid invoices.
Some designers start with a short interior design retainer agreement that covers only a site survey or a feasibility study. Read what it commits you to beyond that phase.
Procurement: who buys, at what price, and who carries the risk
Who buys. Either the designer purchases on your behalf, or you buy directly in your own name while the designer specifies. Under the cost plus method ASID describes, the designer buys at cost and sells to the client at cost plus a specified percentage agreed with the client. Whatever the model, the contract should say whether you see net pricing, and state any markup as a number. We cover typical markups in what an interior designer costs in NYC.
Deposits. If vendors require deposits, the contract should say who pays them, when, and what happens to that money if a vendor fails to deliver.
Damage and acceptance. The AIA's owner-vendor agreement for FF&E, A151-2019, is a sale-of-goods contract governed by the local Uniform Commercial Code, and under it title and risk of loss for the FF&E transfer to the owner upon acceptance. Your contract should say when a damaged banquette becomes your problem, and who inspects the delivery before then.
B152 also assumes the owner sets separate budgets for construction and for FF&E. Ask for the same split in yours.
Scope creep, additional services, and change orders
Every project changes. The contract decides whether change is priced in advance or argued about later. B152 separates supplemental services, identified as the design firm's responsibility when the agreement is signed, from additional services that arise as the project proceeds. Look for an hourly rate table or a fixed price per item for additional services, and a requirement that you approve each one in writing before the work starts.
Construction changes run on a separate track. The AIA's guidance for owners is that changes should be agreed upon by the parties and documented in writing, and it publishes a change order form, G701-2017, for that purpose.
The back pages: drawings, termination, disputes
The interior design contract terms and conditions at the back hold the clauses owners skip and later need.
Ownership of drawings. Under the AIA's standard owner-architect agreement, B101-2017, the architect keeps copyright in the drawings, and the owner receives a license to use them solely for constructing, using, maintaining, altering, and adding to the project. Put the same questions to your designer's contract: can you finish the project with the drawings if the relationship ends, and can you reuse them at a second location.
Termination. Read it in both directions. What notice is required, what is owed for work completed, and what happens to the retainer.
Disputes. ASID's commercial package offers two different approaches to claims and disputes, which tells you this clause is a choice, not boilerplate. Know which one you are agreeing to.
Residential work in New York City. The Department of Consumer and Worker Protection says a Home Improvement Contractor license is required for work costing more than $200 on any residential building in NYC, that the contract must be in writing and signed by both parties, and that homeowners should pay no more than 25 percent of the total contract amount upfront. If a designer's agreement has them performing or contracting construction in your home, ask whose license covers that work.
Red flags in an interior design contract
- Scope written as adjectives instead of phases and deliverables.
- Additional services with no rates attached.
- A markup mentioned in words but never stated as a number.
- A retainer with no statement of how it is applied or whether any of it comes back.
- Construction administration listed with no description of what it includes.
- A termination clause that runs in only one direction.
- A professional title you cannot find in the state's license verification.
To judge the firm before you reach the contract stage, see how to hire an interior designer in NYC and choosing hospitality interior design firms in NYC.
How we run an engagement
ORÉA COLLECTIVE runs every project in the same order: a full drawing set before any trade is engaged, both founders on the project throughout, and the studio present through installation. That sequence, described on the studio page, gives a simple test for any proposal, including one from us: find the drawing set listed as a deliverable before construction is priced, and find installation inside the scope rather than after it.
This article is a reading guide, not legal advice; have a lawyer review the agreement before you sign it.
Read the scope and the back pages before the fee, because the fee only means something once you know what it buys. If you are holding a proposal for a restaurant or a home in New York, start with a conversation.