Prime Contractor Managed Services Agreement

This Prime Contractor Managed Services 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 managed services engagements unless specifically modified herein.

Overview

This Agreement governs managed services engagements where an Alliance Partner (Prime Contractor) contracts with Company to provide ongoing managed services for the benefit of the Alliance Partner’s end clients (Beneficial Clients). Company delivers technical managed services 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 all fees and charges
• Managing the relationship with the Beneficial Client
• Coordinating requirements and communications between Company and the Beneficial Client

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

Service Delivery Framework

Managed services delivered under this Agreement include:

• Sub-Contractor Scope of Services - Detailed scope documentation defining the specific managed services to be provided
• Service Level Commitments - Performance standards, availability guarantees, and response time requirements
• Support Structure - Technical support provided through defined echelons and escalation paths

Scope of Services Documentation

Each engagement will include a Sub-Contractor Scope of Services document that specifies:

• Systems, infrastructure, and applications under management
• Service boundaries and exclusions
• Support hours and coverage
• Performance metrics and reporting requirements
• Escalation procedures and contacts

Service Level Agreement

The parties will agree upon appropriate Service Level Agreement parameters, which may include:

• System availability commitments
• Incident response and resolution timeframes
• Support coverage hours
• Performance monitoring and reporting
• Service credits or remedies for non-performance

Payment Terms

Payment terms follow the Alliance Program Invoice & Credit Terms as specified in the Master Alliance Agreement, with invoicing based on the agreed service delivery model (monthly recurring, usage-based, or hybrid).