Interior Design Agreement (India)
INTERIOR DESIGN AGREEMENT
This Interior Design Agreement ("Agreement") is entered into on [Agreement Date] between:
CLIENT: [Client Name], [Client Address], GSTIN: [Client GSTIN], PAN: [Client PAN] (the "Client"); and
INTERIOR DESIGNER: [Designer Name], [Designer Address], GSTIN: [Designer GSTIN], Qualifications: [Designer Qualifications] (the "Designer").
This Agreement is governed by the Indian Contract Act 1872, the Copyright Act 1957, the Central Goods and Services Tax Act 2017, and the Income Tax Act 1961.
1. PROJECT
1.1 Project address: [Project Address]
1.2 Project description: [Project Description]
1.3 Estimated completion timeline: [Completion Timeline]
2. SCOPE OF SERVICES
2.1 The Designer shall provide the following services: [Design Scope].
2.2 Any changes to the agreed scope must be documented in a written Change Order signed by both parties, specifying the additional fee and time impact. No additional work shall be undertaken without a signed Change Order.
2.3 Where the Designer procures materials, furniture, or equipment on the Client's behalf, the Designer shall do so as the Client's agent, maintaining separate records of purchases. The procurement fee applicable is [Procurement Fee Rate]. Trade discounts obtained from vendors shall be passed on to the Client unless otherwise agreed in writing.
3. FEE, GST, AND TDS
3.1 Fee structure: [Fee Structure]. Design fee: ₹[Design Fee] (excluding GST).
3.2 Payment schedule: [Payment Schedule]. Payment shall be made within 15 days of each milestone being achieved and invoiced.
3.3 GST at 18% shall be charged on the design fee. The Designer shall issue compliant GST tax invoices. The Client shall deduct TDS at the applicable rate under Section 194C (works contracts) or Section 194J (professional services) of the Income Tax Act 1961 on the design fee (excluding GST), and issue Form 16A to the Designer.
4. INTELLECTUAL PROPERTY
4.1 The Designer hereby assigns to the Client, upon full payment of all fees, all copyright and other intellectual property rights in all design drawings, concept documents, 3D renderings, mood boards, specifications, and other work product created under this Agreement. This assignment is made under Section 19 of the Copyright Act 1957 and shall be effective globally and in perpetuity.
4.2 Until full payment is received, the Client has a limited licence to use the design documents solely for the purpose of obtaining statutory approvals and contractor quotes for the Project.
4.3 The Designer retains the right to include photographs of the completed project in their professional portfolio, with the Client's prior written approval.
5. DEFECT LIABILITY, TERMINATION, AND GOVERNING LAW
5.1 Defect liability period: [Defect Liability Period]. During this period, the Designer shall rectify workmanship defects notified by the Client at no additional charge.
5.2 Either party may terminate this Agreement by giving 30 days' written notice. Upon termination, the Client shall pay for all services performed up to the date of termination. The Designer shall deliver all design documents completed to date, and IP in such documents vests in the Client upon payment of the pro-rata fee.
5.3 This Agreement is governed by the laws of India and the State of [Governing State]. Disputes shall be resolved by arbitration under the Arbitration and Conciliation Act 1996, with the seat at [Governing State].
5.4 This Agreement shall be executed on non-judicial stamp paper as required under the Indian Stamp Act 1899 and applicable stamp laws of [Governing State].
Client
________________
Signature
Interior Designer
________________
Signature
What Is a Interior Design Agreement (India)?
An Interior Design Agreement in India records the bargain between the parties, fixing their respective rights, duties and remedies.
Interior design in India is not a licensed profession (unlike architecture, which is regulated under the Architects Act 1972 and requires Council of Architecture registration). Any person may style themselves an interior designer. This makes a carefully drafted agreement even more important — it is the primary mechanism for establishing the designer's qualifications, scope accountability, quality obligations, and liability.
The Agreement covers the full life cycle of an interior design project: concept design and client briefing; detailed design development and documentation; material and product specification; procurement coordination; site supervision and quality control; and final handover with defect liability obligations. The document also addresses the critical question of copyright ownership in design drawings — without an explicit assignment clause, copyright vests in the designer under Section 17 of the Copyright Act 1957, not the client.
For larger projects, the Agreement should also address works contract GST (at 18% for supply + installation) and TDS obligations under Section 194C of the Income Tax Act 1961.
The legal framework governing the Interior Design Agreement (India) in India draws on several key statutes and regulatory bodies. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Parties executing a Interior Design Agreement (India) in India should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Indian Contract Act, 1872 sets the foundational requirements.
When Do You Need a Interior Design Agreement (India)?
An Interior Design Agreement is needed whenever a client engages a professional interior designer for a residential, commercial, hospitality, or institutional space design project.
You need this agreement when engaging an interior designer for a home renovation or new home interior — defining the design scope, budget, procurement responsibilities, and timeline for completion.
You need this agreement when commissioning office interior design for a new workspace — particularly where the designer will also coordinate vendor procurement, furniture supply, and installation. The agreement must clearly define whether the designer acts as principal (buying and reselling at a markup) or agent (procuring on the client's behalf) for GST purposes.
You need this agreement when engaging a designer for a restaurant, hotel, or retail fit-out — where the design quality directly impacts the client's business and the agreement must set measurable quality standards and provide remedies for design deficiencies.
You need this agreement to secure copyright in the design drawings — without a written assignment, the copyright belongs to the designer and the client cannot use the drawings for future modifications, extensions, or documentation without the designer's consent.
You need this agreement whenever the project value exceeds ₹1 lakh — to establish the legal basis for TDS deduction under Section 194C and for GST invoicing under the CGST Act 2017.
Parties in India should prepare a Interior Design Agreement (India) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Interior Design Agreement (India)
A well-drafted India Interior Design Agreement should contain the following essential elements.
Party Details: Full legal name, address, PAN, and GSTIN of both the client and the interior designer/firm.
Project Description: Address and description of the space to be designed, the design style and objectives, and any specific requirements (accessibility, brand guidelines, budget constraints).
Scope of Services: Detailed breakdown of the designer's responsibilities at each phase — concept design, design development, working drawings, material specification, procurement coordination, site supervision, and handover. Explicit statement of what is excluded.
Fee Structure: The designer's fee — whether fixed, percentage of project cost, or time-based — clearly stated. If percentage-based, definition of 'project cost.' Procurement fee or handling charge rate (if applicable). Reimbursable expenses policy.
Payment Milestones: Payment schedule tied to project milestones (design concept approval, detailed design, commencement, 50% completion, handover). Consequences of payment delay.
GST and TDS: Applicable GST rate (18%) on design services; whether the engagement is a pure service or works contract; TDS obligations under Section 194C or 194J acknowledged.
Intellectual Property Assignment: Explicit assignment of copyright in all design drawings, concept documents, and deliverables to the client upon full payment.
Change Order Procedure: Formal written change order process for any variation to agreed scope, materials, or budget.
Defect Liability: Defect liability period (minimum 6 months) and the designer's obligations to rectify workmanship defects during this period.
Termination: Notice period, grounds for immediate termination, and consequences (partially completed work, IP rights on termination, refund of advance).
Additional compliance elements for a Interior Design Agreement (India) used in India include: Under Indian law, the Indian Contract Act 1872 governs contractual obligations, with Section 10 setting essential requirements for valid agreements. The Companies Act 2013 regulates corporate entities through the Registrar of Companies (ROC) and Ministry of Corporate Affairs (MCA). The Industrial Disputes Act 1947 and state labour commissioners govern employment disputes. The Information Technology Act 2000 and IT (Reasonable Security Practices) Rules 2011 protect personal data. The Income Tax Act 1961 and Goods and Services Tax Act 2017 govern tax obligations through the Central Board of Direct Taxes (CBDT) and GST Council. Forms-legal.com provides this template as a starting point for India-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Interior Design Agreement (India) (India) [Legal document template]. Forms Legal. https://forms-legal.com/india/business/services/interior-design-agreement-india
"Interior Design Agreement (India) (India)." Forms Legal, 2026, https://forms-legal.com/india/business/services/interior-design-agreement-india.
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year = {2026},
howpublished = {\url{https://forms-legal.com/india/business/services/interior-design-agreement-india}},
note = {Free legal document template. Based on Indian Contract Act, 1872}
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Frequently Asked Questions
An interior design agreement in India should be carefully drafted to protect the client from the common risks of interior design projects — cost overruns, scope disputes, delayed delivery, and ownership of design intellectual property. Based on the Indian Contract Act 1872 and the Copyright Act 1957, the following provisions are essential for client protection. Detailed scope of work: The agreement must define precisely what the designer is responsible for — concept design, detailed design drawings, material selection, vendor coordination, procurement, site supervision, project management, and final handover. In India, interior design engagements frequently become disputes because the scope was not clearly defined at the outset — particularly regarding whether the designer is responsible for procurement (buying materials, furniture, fixtures on the client's behalf) or only specifying them. Fixed fee vs. percentage of project cost: Indian interior designers typically charge either a fixed fee, a percentage of project cost (usually 10–15% of the total project value), or a combination. The agreement must clearly state the fee structure and how 'project cost' is defined for percentage-fee arrangements. If the designer's fee is a percentage of procurement costs, the client must understand that the designer has a financial incentive to specify higher-cost items. Procurement and handling charges: Many designers charge a procurement fee (typically 10–15%) on materials and goods purchased on the client's behalf. This must be disclosed clearly in the agreement.
The ownership of copyright in interior design drawings in India is governed by the Copyright Act 1957, specifically Section 2(c) (definition of 'artistic works'), Section 13 (works in which copyright subsists), and Section 17 (first ownership of copyright). Copyright protection for interior design drawings: Interior design drawings, floor plans, elevation drawings, 3D renderings, and concept design documents qualify as 'artistic works' under Section 2(c) of the Copyright Act 1957, which includes 'any other work of artistic craftsmanship.' Copyright subsists in such works from the moment they are created and fixed in any material form (paper, digital file), without any registration requirement — though voluntary registration with the Copyright Office under Section 44 provides evidentiary benefits. First ownership — the independent contractor problem: Section 17 of the Copyright Act 1957 provides that the 'author' is the first owner of copyright. For an interior designer who is a sole proprietor or a design firm engaged under a service contract (not as an employee), the designer is the 'author' and retains copyright in all design drawings and documents created under the engagement — even though they were created specifically for the client and paid for by the client. This is because the proviso to Section 17 (employer-as-owner rule) applies only to works made in the course of employment under a 'contract of service' (employment), not under a 'contract for services' (independent contractor engagement).
Interior design services in India are subject to GST at 18% under the Goods and Services Tax framework. The applicable SAC (Service Accounting Code) for interior design and decoration services is 998322 (Architectural services for residential buildings — which is commonly used) or 998349 (Other specialised design services). The GST rate of 18% applies to the designer's professional fee component. However, interior design projects in India often involve both a service component (design fees, site supervision) and a goods/works contract component (supply and installation of furniture, fixtures, flooring). The GST treatment differs:
Pure services (design fee only): If the agreement is for design services only — producing drawings, specifications, and design management — the entire fee is a service supply taxable at 18% GST. The designer issues a tax invoice for the design fee plus 18% GST. Works contract (supply + installation): If the agreement includes the designer procuring and supplying goods (furniture, fixtures, materials) and installing them — this is a 'works contract' under Section 2(119) of the CGST Act 2017. Works contracts (other than for government projects) are taxable at 18% GST as per Entry 3(ii) of Notification 11/2017-Central Tax (Rate). The designer must issue a works contract invoice for the composite supply.
Disputes in interior design contracts in India commonly arise from disagreements about scope of work, quality of materials and workmanship, cost overruns, delayed completion, and IP ownership. The dispute resolution mechanism should be specified in the agreement itself, as the default position (civil court litigation) is slow and expensive. Arbitration under the Arbitration and Conciliation Act 1996: Most commercial interior design contracts should include an arbitration clause, designating arbitration as the exclusive dispute resolution mechanism. The arbitration clause should specify: the seat of arbitration (e.g., Mumbai, Delhi, Bangalore); the number of arbitrators (sole arbitrator for smaller projects, three-arbitrator panel for large projects); the language (English); and any institutional rules (e.g., MCIA Rules, DIAC Rules) to be applied. The Commercial Courts Act 2015 applies to arbitration proceedings for disputes of 'specified value' (above ₹3 lakh). Mediation: The Mediation Act 2023 (India's first standalone mediation law, enacted in September 2023) provides a statutory framework for mediation. Interior design contracts may include a tiered dispute resolution clause: (1) negotiation for 15 days; (2) mediation for 30 days before an accredited mediator (under the Mediation Act 2023); and (3) arbitration if mediation fails. This tiered approach is particularly useful in ongoing project relationships where parties want to resolve disagreements quickly without formal proceedings.
A Interior Design Agreement (India) does not legally require a lawyer in India, and individuals and businesses may draft and execute the document independently. The Indian Contract Act, 1872 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified India lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of India has jurisdiction over disputes arising from this type of document, and Registrar of Companies (ROC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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