Bedrock IS Lifecycle

Introduction

This General Retainer Agreement establishes standard terms and conditions for retainer-based service agreements entered into by and between Bedrock Information Systems LLC (Company) and a contracting party (Prime Contractor) for the benefit of an end client (Beneficial Client).

This Retainer is executed pursuant to and subject to the terms and conditions of the applicable Master Customer Agreement (the MCA) and General Terms & Conditions between Company and Prime Contractor, which are incorporated herein by reference. Where the terms of this Retainer conflict with the terms of the Master Customer Agreement or General Terms & Conditions, the terms of this Retainer shall govern and prevail with respect to retainer-based services only.

1. Project Overview

This Retainer serves as a general retainer for architecture, engineering, and serviceability support across the products and services detailed within the scope below. By establishing this engagement, Beneficial Client will have access to ongoing expert consultation and technical assistance for the deployment, integration, and management of Microsoft and associated third-party solutions.

All undertakings and obligations herein shall be governed strictly in accordance with the Master Customer Agreement, General Terms & Conditions, and any applicable amendments or addenda agreed to by the Parties.

2. Scope of Services

This Retainer encompasses the complete range of services and capabilities currently offered by Company. The comprehensive and up-to-date list of these services can be found at https://lifecycle.bedrockis.com/scope/services. Please note that this list is subject to updates as product lifecycles and technology continue to evolve, and the published terms on the referenced site shall take precedence and govern the scope of Services provided under this Retainer.

Services, products, and capabilities not listed may be provided at best effort with no guarantees or warranties, subject to the limitations and exclusions outlined in Section 2.2 below, and subject to Company‘s sole discretion.

2.1. Support Channels

Services will be provided remotely by Company. Onsite services may be rendered when necessary. Prime Contractor shall be responsible for reimbursing Company for all reasonable expenses incurred in travel including, but not limited to, mileage and rental cars, airfare and hotel accommodations, per diems, and other costs in the event onsite services are performed. Company may invoice expenses to Prime Contractor in advance and require pre-payment if air travel is required.

Beneficial Client may request support by phone, email, Teams message, or through any online support or case management portals or automated digital assistants Company may provide now or in the future. Access to these channels will be provided upon execution of this Retainer. More information can be found at https://lifecycle.bedrockis.com/getsupport/.

2.2. Exclusions from Scope

The following items are explicitly excluded from this Retainer:

3. Billing Schedule

Billing rates for Services are determined based on the resource type, skill, and level required to fulfill each Beneficial Client demand, case, or other request. The complete index of billing rates and resource definitions can be found on our website at https://lifecycle.bedrockis.com/billing/rates/ and may be updated quarterly. Notice of any changes will be provided upon publication, with all updates published by the 15th day of the second month of each quarter and taking effect on the first day of the first month of the following quarter.

The primary designated resource type, skill, level, and rate(s) as of the time of execution of this Retainer are listed at the link above.

The resource type, skill, and level, and associated hourly rate, are determined by the nature and complexity of the tasks being performed, rather than being tied to any specific individual. This approach enables flexibility to adjust billing rates as project needs evolve, ensuring that work is always assigned to the most appropriate resource level. As a result, clients can realize cost savings by matching the right expertise to each task and avoiding unnecessary charges for higher-level resources when not required.

3.1. Time and Materials

Prime Contractor is required to deposit a monetary retainer in advance. Charges for Services will be deducted from this retainer based on the actual hours worked by each resource and the applicable hourly rate for the resource engaged. Additional funds must be deposited before further hours can be utilized, ensuring that the retainer always covers the cost of anticipated work.

Initial Retainer Amount: [To be specified in applicable Statement of Work (SOW) or Order Form]

3.1.1. Time Tracking and Categorization

Hours will be deducted from budget weekly, based on the actual hours worked during the prior week, categorized as follows:

Actual deductions will reflect the number of hours worked per week, in accordance with Client demand and requests for support. After Hours, Holiday, and Overtime support rates will consume remaining retainer funds at the multiplier rate.

For clarity: The retainer amount represents a dollar amount rather than a set number of hours. The client is purchasing services up to the specified dollar increment, and the rate at which these funds are consumed will depend on the number of hours worked and the applicable hourly rates for those hours. Actual hours provided will be determined by the corresponding rate applied during the period of service.

4. Pricing, Invoicing, and Payment

4.1. Invoicing and Payment Terms

Company will invoice Prime Contractor for Services and expenses as specified in each Statement of Work (e.g., monthly or upon milestones). Payment of each invoice is due net 30 days from the invoice date, unless otherwise stated in the Statement of Work. All payments shall be made in U.S. Dollars. Timely payment of fees is a material condition of this Retainer.

4.2. Billing Disputes

If Prime Contractor disputes any portion of an invoice in good faith, it must notify Company in writing within 7 days of receipt of the invoice, specifying the disputed amount and the reason for dispute. Prime Contractor shall timely pay the undisputed portion. The Parties will work in good faith to resolve the dispute promptly. If no notice of dispute is received within the 7-day window, the invoice is deemed accepted.

Late fees and interest shall not accrue on the disputed amount while under good faith resolution; however, any resolved amount that is determined to have been payable shall then become immediately due with any applicable late charges from the original due date.

4.3. Late Fees and Interest

If Prime Contractor fails to pay any invoice when due, Company may assess a late fee of ten percent (10%) of the overdue amount for each week or portion thereof that payment is late, up to four (4) weeks. If any amount remains unpaid 28 days past due, then starting on the 29th day, the total unpaid balance (including accrued late fees) will bear interest at the rate of Prime Rate + 3.5% per annum, compounded daily, until paid in full.

These charges are agreed as liquidated damages to compensate for the costs of late payment and are not a penalty, and are in addition to Company‘s other remedies (including the right to suspend work or terminate for breach). Prime Contractor shall also be liable for any reasonable costs of collection (including attorneys’ fees).

5. General Obligations

5.1. Beneficial Client Obligations

5.2. Company Obligations

5.3. Third-Party Beneficiary Status

This Retainer is for the sole benefit of the signatory Parties and their permitted successors and assigns. No other person or entity shall be considered a third-party beneficiary of this Retainer, except as expressly provided with respect to indemnitees under the indemnification provisions set forth in the Master Customer Agreement and General Terms & Conditions. In particular, any end-client for whose benefit the Services are performed (a Beneficial Client) is not a party to this Retainer and has no direct rights or claims against Company under this Retainer.