Office Interior Build Contract: Terms & Standard Forms

In today’s work culture where office environments are increasingly prioritized, interior design and build projects have become a key element in shaping productive and professional workplaces.
An office interior build contract is not merely a legal document—it serves as a crucial framework that protects the rights and responsibilities of both the client and the contractor throughout the entire project lifecycle.

1. What Is an Office Interior Design & Build Contract and Why Is It Important?

An office interior design and build contract is a legally binding agreement between two parties: the client (typically the project owner or tenant) and the contractor (usually the interior construction company). This document outlines the terms and conditions related to the design, build, and completion of the interior works according to the client’s specific requirements.

A well-drafted interior build contract plays a crucial role throughout the project lifecycle by offering multiple benefits:

• Clarity of responsibilities: The contract clearly defines the roles, responsibilities, and deliverables of each party, minimizing misunderstandings or disputes.
• Legal protection: It serves as a formal legal basis for resolving any conflicts that may arise during the design and build process.
• Time and cost efficiency: A comprehensive contract helps optimize the project timeline and budget, ensuring the agreed-upon quality is met without delays or cost overruns.

2. Common Templates for Office Interior Design & Build Contracts

2.1 Simple Office Interior Build Contract Template

A simple office interior build contract template is best suited for small-scale projects. It typically includes essential clauses such as:

• Party details (client and contractor)
• Description of the work
• Total cost
• Timeline for execution
• Payment method

This type of contract ensures transparency and efficiency throughout the collaboration, even with a minimal legal structure. It helps both parties stay aligned and reduces the risk of misunderstanding during the project.

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

OFFICE INTERIOR DESIGN AND BUILD CONTRACT

Pursuant to the Civil Code 2015 passed by the National Assembly of the Socialist Republic of Vietnam on November 24, 2015, effective from January 1, 2017;

Pursuant to the Commercial Law 2005 passed by the National Assembly of the Socialist Republic of Vietnam on June 14, 2005, effective from January 1, 2006;

Based on the actual needs and capabilities of both parties;

Today, on the … day of …, 20…, at …, we, the undersigned, hereby enter into this contract:

Party A: Project Owner (or representative)

Full name: …………………

Year of birth: ………………

ID/Passport No.: ……………… Issued on: …/…/… at ………………

Address: ………………………………………

Phone: ………………………………………

Party B: Office Interior Contractor

Company name: ………………………………

Tax code: ………………………………

Representative: Mr./Ms. ………………… Position: ……………………

Head office address: ………………………………………

Phone: ………………………………………

Both parties hereby agree to enter into an Office Interior Design and Build Contract for the project located at:

Project address: ………………………………………

Project type: ………………………………………

Article 1. Scope of Work

• Party A assigns Party B to fully execute the office interior works in accordance with the architectural and interior drawings that have been agreed upon and signed by both parties, attached to this contract.
• Party B shall use all materials, specifications, color codes, and quantities as defined in the appendix that has been mutually agreed upon and signed by both parties.

Article 2. Project Timeline

2.1. Construction duration: … days, commencing from:

Start date: …/…/20…

Completion date: …/…/20…

2.2. Extension of timeline

Party B is allowed to extend the construction schedule if:

• There are changes to the scope, design, or construction methods requested by Party A;
• Delays are caused by Party A, its personnel, or its other contractors;
• Unforeseeable events occur (force majeure), including but not limited to: earthquakes, storms, floods, landslides, tsunamis, volcanic activities, wars, or pandemics.

Article 3. Contract Value

• Total contract value: …………………………… VND
• (In words): …………………………… VND
• Unit price excludes VAT

Article 4. Payment Terms

Upon signing this contract, Party A shall advance …% of the total contract value to Party B.
Amount: ……………… VND

After Party B has completed 70% of the total work volume, Party A shall pay an additional …%.

Amount: ……………… VND

The remaining …% will be paid after acceptance and handover of the entire project.
Amount: ……………… VND

Payment method: via bank transfer or cash (as agreed by both parties).

Article 5. Responsibilities of Party A

• Assign a qualified supervisor in writing to monitor product quality and quantity.
• Arrange accommodation or temporary stay for Party B’s construction team if necessary.
• Ensure timely payments. Late payments will incur interest as per bank regulations on the outstanding amount.

Article 6. Responsibilities of Party B

• Perform the works exactly as per the drawings and scope in Article 1.
• Complete the works on time, ensure safety, environmental protection, and fire prevention. Any delays caused by Party B will result in a penalty of 2% per week based on the value of delayed work (except delays caused by Party A or force majeure).
• Handle all access permits and related costs for entry and transport to the construction site.

Article 7. Suspension & Termination

7.1. Suspension/Termination by Party A

Party A may suspend or terminate the contract if Party B:

• Fails to execute the work as scheduled without justification;
• Subcontracts the entire project or transfers the contract without Party A’s consent;
• Is declared bankrupt, insolvent, or placed under asset management.

7.2. Suspension/Termination by Party B

Party B may suspend or terminate the contract if Party A:

• Fails to make payments as per the contract terms;
• Delays construction suspension over 45 days;
• Is bankrupt, insolvent, or under asset management;
• Violates applicable laws or requests actions against public policy or legal norms.

7.3. Settlement upon Termination

• Upon effective termination, Party A shall assess and agree upon the value of completed work, materials, documents, and any payable amounts to Party B.
• Party A reserves the right to deduct any losses or damages before final settlement.

Article 8. Warranty

Upon receiving the acceptance record for the completed project or project items to be put into use, Party B shall:

• Provide a 12-month warranty for the completed works.
• During the warranty period, Party B is responsible for repairing any defects or deficiencies caused by construction errors at its own expense.
• Such repairs must commence within no more than 7 days from the date Party A issues a written notice identifying the defects.

Article 9. General Provisions

The colors shown in the design drawings are as close as possible to the actual colors upon completion, within the limitations of modern printing technology.

• Custom-made or constructed items are non-returnable.
• The project shall be put into use only after both parties have signed the acceptance record.
• This contract shall take effect from the date of signing.
• Both parties commit to fully complying with the terms of this contract. Any breach shall be handled in accordance with applicable laws on economic contracts.
• During execution, if there are any increases or decreases in scope or cost, both parties shall actively negotiate a solution. If necessary, an addendum or supplementary agreement shall be prepared.
• This contract is made in two (02) copies of equal legal value, each party retains one (01) copy.

REPRESENTATIVE OF PARTY B                  REPRESENTATIVE OF PARTY A
(Signature & Full Name)                                        (Signature & Full Name)

 2.2 Interior Build Contract Template for Construction Projects

The Interior Design and Build Contract for Construction Projects is a legal document that clearly defines the rights and responsibilities of both the project owner and the interior contractor. It outlines the scope of work, project timeline, quality standards, warranty obligations, and payment terms—ensuring that the construction process is carried out in a transparent and professional manner.

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

——————

………, date …… month …… year 2020

INTERIOR DESIGN AND BUILD CONTRACT FOR CONSTRUCTION PROJECT

Contract No.: …….
(Re: Interior construction for building project)

– Pursuant to the Civil Code 2015;

– Pursuant to the Commercial Law 2005;

– Based on the mutual needs and agreement of both parties, this economic contract is entered into by and between:

Party A (Client / Investor)

Company name: ……………………………………….

Address: …………………………………………………

Phone: …………………………………………………..

Representative: …………………………………………

Position: …………………………………………………

Tax code: ………………………………………………..

Party B (Contractor)

Company name: ……………………………………….

Address: …………………………………………………

Phone: …………………………………………………..

Representative: …………………………………………

Tax code: …………………………………………………

Bank account number: ………………………………….

Article 1: Scope of Work

• Party A agrees to hire Party B to carry out the interior construction works for the building project (hereinafter referred to as the “Project”) for Party A. The specific scope of work shall be detailed in the Quotation signed by both parties.
• Project Schedule: The timeline and progress of the Project shall be specified in the signed Quotation.
• In the event that additional work arises during the execution of this Contract that is not covered in the original Contract or Quotation, both parties shall sign supplementary Quotations for such additional works.
• All Quotations attached to this Contract shall be deemed valid only if signed by both parties and clearly indicate their inclusion as appendices to this Contract. These Quotations shall be governed by the terms and conditions set forth in this Contract.

Article 2: Project Quality

• Party B guarantees to carry out the construction in accordance with the signed Quotation and shall take full responsibility for the overall interior quality of the Project.
• Party A shall assign a site supervisor to monitor the quality of materials, components, and construction execution. If any part is found to be unsatisfactory, Party B must rework or correct it as required. Party A shall be responsible for confirming any additional works, which will serve as the basis for acceptance and payment.
• If Party A deems that the construction work does not meet the required standards, Party A reserves the right not to sign the acceptance record or to postpone the handover.
• Any proposed changes to interior materials or design by Party B must be approved in advance in writing by Party A.

Article 3: Responsibilities of the Parties

Responsibilities of Party A:

• Provide the construction site for Party B.
• Receive and inspect delivered equipment, verify quality and quantity, and carry out acceptance upon completion of installation and construction by Party B.
• Comply with payment obligations as stipulated in Article 6 of this Contract.
• If Party A fails to make payment within the specified timeline in Article 6, a penalty of …% per day shall apply to the total contract value, with the total penalty not exceeding …% of the contract value.

Responsibilities of Party B:

• Manage the construction site throughout the construction period.
• Comply with the construction schedule, handover deadlines, and agreed warranty terms.
• Ensure supervision, safety, construction progress, and site security.
• Follow construction regulations set by Party A.
• Provide the exact materials, models, and equipment as committed in the signed Quotations attached to this Contract.

Article 4: Contract Value

The contract value is the total amount of the Quotation stated in Article 1, Clause 1 of this Contract and all signed Quotations attached to this Contract.

The unit prices stated in the signed Quotations shall remain unchanged during the performance of the Contract unless there is a price increase mandated by government regulation. If the parties agree to modify technical specifications, the contract value shall be adjusted accordingly.

Any changes requested by Party A shall be calculated based on the unit prices in the signed Quotations. If new items arise at Party A’s request that are not included in the existing Quotations, both parties shall sign a new Quotation and acceptance record for those items. If new work arises due to Party B’s error, Party B shall bear all costs related to such additional work.

Article 5: Project Acceptance and Handover

• Party A is responsible for accepting individual items or the entire project.
• Party B shall prepare all necessary conditions and documents for acceptance.
• Upon completion of the acceptance process, Party B shall hand over the project to Party A. Party A is responsible for storing all records in accordance with state regulations.

Article 6: Payment Terms

• First Payment: Party A shall pay 50% of the contract value within 5 working days after signing the Quotation and receiving Party B’s payment request.
• Second Payment: After Party B completes 60% of the project, Party B will send the second payment request. Party A shall pay 40% within 5 working days of receiving the request.
• Final Payment: After handover and confirmation of completed work items, Party B shall send the final payment request with a 10% VAT invoice. Party A shall pay the remaining 10% within 5 working days. Bank transfer fees shall be borne by Party A.

Article 7: Penalties for Delay and Quality Issues

If Party B fails to complete the project by the deadline specified in Article 1, Clause 2 due to subjective reasons, a penalty of …% per day shall apply to the total contract value, with the total penalty not exceeding …%.

If Party B fails to ensure quality and causes damage to Party A, Party B shall compensate Party A for such damages.

Article 8: Warranty and Repair Obligations

• Party B shall provide a 12-month warranty from the date of handover and use.
• For appliances and electronic equipment, the warranty terms shall follow the manufacturer’s policies.
• In case of defects, Party B shall promptly inspect and handle the issue. Party B shall bear all costs for damages caused by its own fault.
• During the warranty period, for manufacturer defects, Party B shall represent Party A to request repair or replacement from the manufacturer at no cost to Party A.
• Party B shall not provide warranty in the following cases:

1. Missing brand labels.
2. Expired warranty.
3. Lost warranty cards.
4. Unauthorized part replacement.
5. Force majeure events (natural disasters, fire, earthquake).
6. Damage caused by Party A.

• After the warranty period, Party B shall support repairs upon request. Any costs shall be agreed upon by both parties.

Article 9: Dispute Resolution

• Both parties commit to complying with all terms of this contract.
• Both parties shall keep each other informed about contract implementation. If any issues arise, both parties shall inform each other and seek a resolution through negotiation.
• If negotiation fails, either party may bring the dispute to court in accordance with Vietnamese law.

Article 10: Contract Validity

• This contract shall take effect from ………… until both parties sign the Acceptance Record and Liquidation Minutes.
• This contract is made in two (02) copies of equal legal value, each party retains one (01).

REPRESENTATIVE OF PARTY A                  REPRESENTATIVE OF PARTY B

2.3 Design & Build Interior Contract Template

A Design & Build interior contract is an optimal solution for clients seeking a turnkey service. Under this model, the contractor is responsible for both the design and execution phases, ensuring consistency and seamless project delivery from start to finish.

INTERIOR DESIGN AND BUILD CONTRACT

No.: …/…/D&B

Pursuant to the Civil Code 2015;

Pursuant to the Commercial Law 2005;

Based on the needs and capabilities of both parties.

Today, on … day of … month, … year at …, the parties agree to enter into this contract:

Party A (Client): ……………………

ID No.: … issued on: …/…/… at …………

Address: ………………………………

Phone: ………………………………

Party B (Contractor): ………………………………

Tax Code: ………………………………

Representative: Mr./Ms. …………………………

Position: ………………………………

Registered Address: ………………………………

Phone: ………………………………

Both parties agree to sign this interior design and build contract with the following terms:

Article 1: Scope of Work

Party A assigns Party B to design and build the interior of the property located at: …………… with a design area of … sqm at the rate of … VND/sqm.

The scope of work includes:

• Site survey
• 3D perspective drawings
• Interior layout planning
• Detailed design of ceiling, walls, and flooring
• Detailed interior specifications (style, color, material, technical specifications)
• Electrical, plumbing, and network design (if applicable)
• Landscaping and decorative features design (if applicable)
• Construction and supervision (upon request of Party A)
• Construction according to the approved design

Design Documentation and Handover

Detailed interior design documentation includes:

• Floor plans, elevations, and sections
• Overall project perspectives
• Architectural details for construction

Technical documentation includes:

• Detailed descriptions of materials and finishes (style, color, material, technical specs, paint codes)
• All related technical documentation (electrical, plumbing, etc.)

The design option selected by Party A shall be printed and delivered in full design and technical documentation. Party B shall proceed with construction based on the approved design.

Article 2: Implementation Schedule

Party B shall implement the work in the following stages:

Stage 1: Concept Design Documents

• Layout plans
• Design brief
• Reference images
• Interior layout plans and elevations
• Interior perspectives for each room
• Deadline: No later than …

Stage 2: Final Design Documents (Interior + Technical):

• Floor plans, elevations, and sections
• Overall project perspectives
• Construction architectural details
• Material specification tables
• Related technical drawings (electrical, plumbing, etc.)

Stage 3: Construction

Construction shall begin within … days after Party A approves the final design.

Article 3: Contract Value

• Design fee: … VND
• Design area: … sqm
• Construction cost: … VND
• Total contract value: … VND (In words): ………………… VND

Điều 4: Phương thức thanh toán: (bằng tiền mặt hoặc chuyển khoản).

Bên A thanh toán cho bên B: …% giá trị hợp đồng khi hợp đồng được ký.

Bên A thanh toán cho bên B: …% giá trị hợp đồng khi bên B hoàn tất giai đoạn 1 (Thiết kế sơ bộ).

Bên A thanh toán cho bên B: …% giá trị hợp đồng khi bên B bàn giao bản thiết kế có đầy đủ kích thước theo phương án mà bên A đã chọn.

Bên A thanh toán cho bên B: …% giá trị hợp đồng còn lại khi bên B thi công xong và được bên A chấp nhận.

Article 5: Force Majeure

Force majeure is defined as an objective event that is unforeseeable, beyond control, and unavoidable despite all necessary measures being taken.

Recognized force majeure events include: natural disasters (storms, floods, earthquakes, fires), war, terrorism, civil unrest, strikes, transportation disruptions, changes in laws or government orders not caused by either party.

If either party fails to perform due to force majeure, it shall not be held liable.

The affected party must promptly notify the other party and propose remedial measures.

If performance becomes impossible due to force majeure, both parties shall seek an amicable resolution before terminating the contract.

In such cases, the contract duration shall be extended by the force majeure period plus 30 days.

Article 6: Dispute Resolution

All disputes arising during implementation shall be resolved first through negotiation. If negotiation fails, disputes shall be referred to a competent court in accordance with Vietnamese law.

Article 7: Suspension and Termination

7.1 Suspension

Caused by either Party A or B

Due to force majeure

By mutual agreement

Compensation and timeline to be agreed upon

7.2 Contract Termination

Either party has the right to terminate the contract without liability for damages if the other party breaches the contractual terms.

Termination must be communicated in writing to the other party.

Once the contract is terminated, it shall cease to be effective from the date of termination.

Điều 8: Quyền hạn và nghĩa vụ của các bên.

8.1 Rights and Obligations of Party A

Party A shall provide all necessary documents, legal paperwork, and site-related instructions relevant to the execution of the contractual work by Party B.

Party A shall take the lead and coordinate with relevant parties to promptly resolve any issues or arising matters during the design, approval, and construction phases of the project.

Party A is responsible for inspecting and making payments to Party B based on the completed work volume, in accordance with the timeline committed in the contract.

Party A shall appoint Mr./Ms. … as the project manager to coordinate and supervise Party B during the execution of the contract.

8.2 Rights and Obligations of Party B

Party B shall execute all contractual duties, ensuring quality and technical standards in accordance with current government regulations, and shall strictly adhere to the project timeline.

Party B shall be fully responsible for the quality of its design and construction documentation.

Party B shall not disclose any information or documents related to the design and construction works under this contract without prior consent from Party A or an authorized representative.

Party B shall promptly review and address any requests from the Client regarding unreasonable elements in the design or construction.

Party B shall coordinate with Party A in the acceptance process of completed work items and sign acceptance records and as-built documentation.

Party B shall fulfill all other obligations as prescribed by applicable laws.

At the end of each design phase, both parties shall hold a meeting to review drawings, approve changes (if any), and finalize the design documentation. After each meeting, a list of approved items and items requiring revision shall be prepared and jointly confirmed by both parties.

If both parties have already agreed on the design and construction plans, and Party A later requests modifications, Party A shall bear the additional costs incurred based on the modified area and unit rates stated in the contract. The revision period shall be mutually agreed upon and counted within the project timeline.

Party B shall assign Mr./Ms. …, Position: Lead Designer, Phone: …, as the point of contact with Party A when needed.

Article 9: General Provisions

Contract validity: This contract shall take effect from the date of signing and remain valid until both parties sign the contract liquidation minutes. The breaching party shall bear liability in accordance with the provisions of economic contract law.

During the performance of this contract, if any disputes arise, both parties shall actively negotiate to resolve them.

If there are any changes in pricing during contract execution, a supplementary settlement shall be made based on the updated prices at the time of implementation.

Party B shall provide Party A with all necessary documents required to carry out the mutually agreed project(s). However, Party B shall retain copyright over all documents delivered to Party A. Party A shall not use any of the provided materials (drawings, documents, etc.) for any other project outside the scope of this contract.

Both parties agree to fully comply with all the terms and conditions set forth in this contract.

This contract is made in two (02) copies of equal legal value. Each party retains one (01) copy for payment and reference purposes.

REPRESENTATIVE OF PARTY A               REPRESENTATIVE OF PARTY B

3. Key Clauses to Include in an Interior Construction Contract

Drafting an interior construction contract requires precision and careful attention to detail. Below are some of the most important clauses you should consider when preparing such a contract:

3.1 Party Information

The first clause in any interior construction contract should clearly and accurately state the information of all involved parties. This helps clarify the roles of both the client (assignor) and the contractor (assignee), and ensures transparency throughout the collaboration.Required information includes:

• For businesses: company name, address, phone number, and tax identification number.
• For individuals: full name, ID/passport number, and residential address.

Accurately providing this information is a legal foundation for the contract and helps avoid future disputes.

3.2 Detailed Description of Construction Work

A clear and detailed description of the construction scope is essential. This clause allows both parties to understand exactly what is included in the project and helps prevent future misunderstandings.

The description should list specific items such as: electrical system installation, wall painting, furniture installation, etc.

This ensures effective project supervision and transparent handover procedures.

3.3 Pricing and Payment Terms

This is a mandatory clause in any interior construction agreement. The contract should clearly state the specific price for each work item, along with the total contract value.

In addition, the payment method should be specified—whether it will be a lump-sum payment, staged payments, or payment upon acceptance. Doing so will help prevent financial disputes later on.

3.4 Construction Timeline Clause

Finally, the contract should define clear timelines for each phase of construction, as well as the expected completion date of the entire project.

This clause enables the client to track progress and also places pressure on the contractor to meet deadlines. Penalties or remedies should also be stated in case the contractor fails to deliver on time.

4. Important Notes When Signing an Interior Construction Contract

Signing an interior construction contract is a crucial step that should not be overlooked. Below are some key points you should carefully consider before entering into the agreement:

• Thoroughly review and understand the contract: Before signing, make sure to read and fully comprehend all clauses and terms. Do not hesitate to ask questions if anything is unclear. Doing so will help you avoid potential risks and disputes later on.
• Verify the information of both parties: Ensure that all details provided in the contract are accurate and legally valid. Any incorrect or missing information may cause complications during project execution and in resolving disputes, if they arise.

• Do not overlook supplementary clauses: Supplementary clauses are also essential and should not be ignored. These may include commitments on quality standards, warranty terms, and conditions for contract termination. Such clauses play a critical role in protecting your rights in the event of unexpected issues.
• Keep the contract safely stored: After signing, make sure to store the contract in a secure and easily accessible location. This will allow you to quickly refer to it when needed and safeguard your interests throughout the construction process.

An interior construction contract is an indispensable part of any construction project. It not only clarifies the rights and responsibilities of each party but also protects their legal interests in the case of disputes.

With the knowledge and information provided in this article, we hope you now have a clearer and more comprehensive understanding of interior construction contracts—enabling you to make informed decisions throughout your project execution.