Prime Contractor General Retainer Agreement

This Prime Contractor General Retainer Agreement is subject to and governed by the Master Alliance Agreement, which in turn is subject to the General Terms & Conditions. All provisions of the Master Alliance Agreement and General Terms & Conditions apply to Prime Contractor retainer engagements unless specifically modified herein.

Overview

This Agreement governs retainer-based service engagements where an Alliance Partner (Prime Contractor) contracts with Company to provide ongoing expert consultation, technical assistance, and support services for the benefit of the Alliance Partner’s end clients (Beneficial Clients). Company provides technical expertise while the Alliance Partner maintains the primary contractual and business relationship with the Beneficial Client.

Beneficial Client Relationship

The Alliance Partner serves as the primary contracting party with Company and remains responsible for:

• All contractual obligations under this Agreement
• Payment of retainer fees and any additional charges
• Managing the relationship with the Beneficial Client
• Coordinating service requests and priorities

The Beneficial Client has no direct contractual rights or obligations under this Agreement.

Retainer Structure

The retainer provides the Alliance Partner (and through them, the Beneficial Client) with access to Company’s expertise and services for:

• Architecture and design consultation
• Engineering support and technical guidance
• System serviceability and troubleshooting assistance
• Advisory services on technology strategy and implementation
• Ad-hoc technical support within the retainer scope

Service Scope

Each retainer engagement will define:

• The scope of technologies, platforms, and services covered
• Allocated hours or service units per period
• Response time commitments for retainer requests
• Exclusions and services requiring separate engagement
• Carryover or expiration policies for unused retainer value

Service Delivery

Services under the retainer are delivered on an as-needed basis in response to requests from the Alliance Partner or Beneficial Client (as coordinated through the Alliance Partner). Company will provide qualified personnel appropriate to each request within the terms of the retainer.

Retainer Payment Terms

Retainer fees are typically invoiced:

• In advance of each service period (monthly, quarterly, or annually)
• According to the Alliance Program Invoice & Credit Terms
• With reconciliation of actual usage against allocated retainer value as specified in the engagement

Additional services beyond the retainer scope or allocation may be billed separately according to the terms of the Master Alliance Agreement.