VANHALM THOMPSON

DANA FOSTER INTERIORS
CONSULTING SERVICES AGREEMENT

Dana Foster Interiors, ("Consultant") and

("Client") agree as follows:

It is the intent of both parties that this Consulting Services Agreement ("Agreement") shall serve as the basis for services to be provided by Consultant to Client. The parties hereto agree as follows:

1. Term. This Agreement is intended to memorialize that a consulting relationship has been established between Consultant and Client took effect on

Date

05/11/2022

• and shall continue until terminated in accordance with this Agreement.

2. Consultant's Services.
   • Scope and Nature of Services. Consultant represents the Client as the Client's interior designer, and provides professional skill and judgement in accordance with recognized professional standards in interior design. Consultant will review the Client's scope of project, budget, and schedule to reach an understanding of the project requirements and provide professional services outlined in Appendix A, as approved by the Client. Consultant may perform other services as may be agreed between the parties (collectively, the "Services").
   • Delivery of Services. Consultant shall retain its full control and discretion over the manner in which it performs the Services, including, but not limited to, the specific hours to be worked, subject to the general requirement that Consultant shall perform his/her services at such times that are most beneficial to the Client. Consultant shall perform the Services in a professional manner and in accordance with generally accepted business practices, and it shall devote that portion of his/her time, energy and skill as may be reasonably necessary to fulfill his/her obligations under this Agreement.
   • Non-Client Services. During the term of the Agreement, Consultant shall be free to devote his/her time and attention to such other non-Client related consulting activities with any other persons or firms as it deems appropriate.
   • Subcontractors. All product and/or service that is billed through Consultant is managed by Consultant. Consultant will provide and direct qualified subcontractors who specialize in residential design work, renovations, and new construction and who are licensed and insured to conform to the highest industry standards and practices. Consultant may work with other contractors, or their Builder/General Contractor's subcontractors, that are hired by Client, however Consultant will not be held liable for the work performed, the timely completion of work or any portion of the work performed by these third parties.
3. Client Responsibilities. Client shall comply with all reasonable requests of Consultant and to provide access to all information or resources reasonably necessary to the performance of Consultant's duties under this agreement.
   • Client shall furnish consulting services not included in this contract but required for the project, including but not limited to architecture, structural engineering, electrical engineering, mechanical engineering, surveying, geotechnical engineering, and environmental testing or like services.
   • Designer drawings are conceptual in nature and are intended to set fourth design intent. They are not to be used for architectural or engineering purposes. Consultant does not provide drawings for permits, obtain permits, or provide budget for permits.
   • While Consultant works hard to provide thorough and accurate dimensions for design and drawings, field measurements sometimes change during construction and discrepancies may occur. It is the responsibility of the Builder/General Contractor (or Client if there is no Builder/General Contractor) to ensure on-site measurements and field conditions for accuracy.
4. Costs and Compensation.
   • Payment for Services. Client shall pay Consultant for the Services at rates that are agreed upon in Appendix A of this Agreement.
   • Invoices. Invoices for design and merchandise fees are produced monthly and issued to Client electronically by the first of the month or no later than the 10th day of each month. Attached to the hourly fee invoice is an itemized log of work performed during that month. All design time invoices are due and payable in full upon receipt and received no later than 10-days from date of invoice. If payment is 30 days late, a late charge will incur at 3% per month.
     
     Invoices for merchandise procured are due at the time of acceptance. Merchandise and/or labor or subcontractor work will not be ordered until the required payment is received in full. The receipt of funds act as your acknowledgment and approval of goods and services.
   • Method of Payment. All invoices are sent electronically to Consultant, unless otherwise requested. Payment for the retainer, design invoices, merchandise invoices and deposits are accepted by credit card, or check made payable to Dana Foster Interiors. Any credit card payments are charged a 4% processing fee.
   • Notification of Billing Questions/Right to Halt Work. Consultant is available to answer invoice questions. In the event there is a question regarding design fees or merchandise invoices, please notify Consultant early on. If one month of design billing is outstanding, Consultant reserves the right to halt to work until all invoices are paid in full.
   • Retainer. A retainer is required at the time of signing the Agreement. The retainer amount is based on the scope of the project and is outlined in Appendix A. The retainer remains in the possession of Consultant until the completion of the project. The retainer is returned upon receipt of all design fee invoices and merchandise invoices.
   • Long Distance Travel Expenses. Client is required to pay costs for any long distance travel and travel related expenses, professional moving services and cleaning services are not included in the professional fees or scope of service. Long distance travel related expenses are determined as required.
   • Out-of-Pocket Expenses. Out-of-pocket expenses required to facilitate the design concept is a reimbursable expense billed to the Client at the Consultant's cost. These reimbursable expenses may include reproduction costs, blueprint reproductions, black and white or color copies, oversized copies, packing products, courier costs, long distance phone calls, paint samples, paint brushes, postage, handling, and/or mock-ups etc. necessary for the project. Client authorizes Consultant to spend up to $200.00 per item without written approval. Any expense that is $200.00 or higher in cost requires Client authorization and approval.
   • Cost Proposals. Consultant prepares and submits electronic cost proposals for all items to be purchased. All proposals are valid for 30-days, unless otherwise notified. If proposals are not approved within 30-days, Consultant will need to check for any price increase or product discontinuation. This service is billable at the principal designer rate in Appendix A. Upon receipt of approved products or services, an electronic invoice is sent for payment. The required payment or deposit is listed on the invoice in accordance to the terms in this agreement. Invoices act as receipts. Purchases will not be processed without Client approval and required payment. The merchandise or service deposit received is acknowledgement of these terms and serves as approval of goods and services.
   • Product Delay, Discontinuation, or Back Order. Consultant assumes no responsibility for product or merchandise delay, back-order, or material discontinuation that are beyond its control. Products can be back-ordered or discontinued at any time, and material dye lot colors can change at any time. Consultant provides written notice if any of these contingencies occur and it provides alternate selections and/or solutions immediately. Any merchandise re-selection or design revision made for any reason in consultation with Client, and the Builders/General Contractors are billed the principal designer rate. Once materials, dimensions and design layouts are approved by the Client, and products are ordered, the Client takes full responsibility for such items.
   • Freight, Receiving, Delivery Charges. In-bound freight charges for merchandise from various manufacturers to Consultant's receiving warehouse are billed separately once costs are known. Additionally, any local pick-up, delivery, and/or set up installation charges for merchandise are billed separately once known. In-bound freight charges are based on the location of origin, weight, packing requirements, and speed of shipment and are established by the manufacturer. Any freight claims are filed by Consultant on the Client's behalf and remedied in a timely manner.
   • Client Ordered Products. Consultant carefully selects items and designs spaces to reflect the overall project aesthetic, budget, and quality that represents Dana Foster Interiors. Consultant understand that certain items may be procured by Client. Consultant recommends that any purchase made by Client is brought to its attention so that Consultant can ensure 1) the design aesthetic remains consistent and 2) Consultant is kept apprised of any project timelines that may affect the ordering or delivery process. Purchasing responsibilities for any furnishing items that Consultant recommends through local or national retail stores (i.e. Restoration Hardware, Crate and Barrel, Pottery Barn, West Elm etc.) belong to the Client, unless otherwise requested. Consultant is not responsible for the quality or condition of any product procured by Client, or held responsible for any defect or damage, or project delay caused by merchandise purchased by the Client.
5. Intellectual Property.
   • Instruments of Service. Instruments of service are representations of the creative work performed by the Consultant and the Consultant's subcontractors. Instruments of service may include, without limitation, any creative works, studies, models, hand sketches, drawings, details, materials specifications, contract documentation, or any 3D computer aided rendering or virtual reality tool or similar representation used to demonstrate the design concept and build the completed project.
   • Ownership and Use of Consultant's Drawings, Specifications, and other Documents. Documents prepared by the Consultant are instruments of the Consultant's service for use solely with respect to this project only. The Builder/General Contractor, subcontractors, sub-subcontractors, and material or equipment suppliers are authorized to use and reproduce the instruments of service solely and exclusively for execution of the work on this project only. The instruments of service may not be used or replicated for use on other projects, publications, media or news articles or without the specific acknowledgement and written consent of the Consultant. If instruments of service are requested to be used for publication, media, news articles or marketing, the work shall recognize and credit interior design work to Dana Foster Interiors along with photographer.
   • Photography. Consultant requires Clients to authorize that Consultant can photograph and/or film before and after photos, progress photos and completion photos of the property. Consultant may use the photography for marketing purposes for portfolio, website, social media and other marketing tools/materials. Personal information of the Client or property address are protected in confidence. Occasionally, Consultant asks clients to authorize Consultant to place a lawn or fence sign on the property throughout the project. if appropriate. Any photography produced by Dana Foster Interiors or affiliate members of the project shall recognize and credit interior design work to Dana Foster Interiors.
6. Termination. Either Consultant or Client may terminate this Agreement for any reason and without cause upon written notice. Client shall be obligated to pay Consultant for all time spent rendering Services, and to reimburse Consultant for all applicable expenses incurred, up to termination.
7. Assignment. Neither this Agreement nor any duties, obligations or benefits under this Agreement may be assigned by either party without the prior written consent of the other party.
8. Notice. All notices required by this Agreement, including, but not limited to termination notices, will be sent regular first class and certified or overnight mail, or delivered by hand to the respective parties to the address set forth below, or if applicable, to the email addresses set forth below (or to such other alternative addresses or persons as one party may provide in writing to the other):

9. Limitations on Liability. Neither Consultant nor Client shall be liable to each other or any other person for any indirect, incidental, consequential or punitive damages, for any matter arising out of or relating to the Agreement. In addition, Consultant does not make any representations or warranties as to the Work Product that is given to third parties by Client and shall not be liable for any damages as a result of reliance by third parties on the Work Product.
10. Indemnification. Consultant and Client agree that they will mutually indemnify, defend, protect and hold harmless each other and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates, at all times from and after the date of this Agreement from and against all liabilities, obligations, deficiencies, demands, claims, suits, actions, or causes of action, losses, costs, expenses, interest, fines, penalties, actual or punitive damages (individually a “Loss” and collectively, the “Losses”) incurred by any of such indemnified persons as a result of or arising from the gross negligence or willful misconduct of one of the indemnifying parties.
11. Attorneys’ Fees. In the event that Consultant or Client employs an attorney to enforce or defend any claim or cause of action arising out of or in any way connected with the rights and obligations set forth in this Agreement, including arbitration or litigation (including appeals) in any state or federal court, the prevailing party shall be entitled to an award of reasonable attorney fees and costs.
12. Choice of Law/Jurisdiction/Venue. The Agreement shall be governed and construed in accordance with the laws of the State of Washington, and both Consultant and Client consent to jurisdiction in the state and federal courts sitting in the State of Washington and King County.
13. Successor Interests. This Agreement shall be binding upon and inure to the benefit of the parties, their successors, and assigns.
14. Waiver of Contractual Right. No delay or failure by any party hereto in exercising or enforcing any of its or their rights or remedies hereunder, and no course of dealing or performance with respect thereto, will constitute a waiver thereof. The express waiver by a party hereto of any right or remedy in a particular instance will not constitute a waiver thereof in any other instance. All rights and remedies will be cumulative and not exclusive of any other rights or remedies.
15. Entire Agreement; Severability. This Agreement contains the entire agreement between Consultant and Client, and all negotiations and understandings have been merged herein. Any prior agreements between the parties related to the subject matter hereto are superseded in their entirety. This Agreement may only be modified or amended upon written mutual consent of both Consultant and Client.
16. Agreement Expiration. The terms in this letter of agreement will hold for 14 days from date of letter, or until 5/25/2022

Term Date

05/26/2022