Prime Contractor Staffing Services Agreement

This Prime Contractor Staffing 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 staffing services engagements unless specifically modified herein.

Overview

This Agreement governs staff augmentation and resource placement engagements where an Alliance Partner (Prime Contractor) contracts with Company to provide qualified personnel for the benefit of the Alliance Partner’s end clients (Beneficial Clients). Company provides technical resources 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 resource requirements and work assignments

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

Sub-Contractor Resource Breakdown Structure

Each staffing engagement will be documented in a Sub-Contractor Resource Breakdown Structure (PC-RBS) that includes:

• Resource roles and skill requirements
• Placement duration and work schedule
• Billing rates and payment terms
• Resource management and oversight responsibilities
• Termination and replacement procedures
• Work location and reporting structure

Resource Provision

Company will provide qualified personnel who possess the skills and experience specified in the Resource Breakdown Structure. Resources will work under the direction of the Alliance Partner or Beneficial Client as specified in the engagement terms, while remaining employees or contractors of Company.

Resource Management

Unless otherwise specified in the Resource Breakdown Structure:

• Company retains responsibility for resource compensation, benefits, and employment matters
• The Alliance Partner or Beneficial Client provides day-to-day work direction and assignments
• Company maintains oversight of resource performance and professional conduct
• Either party may request resource replacement with appropriate notice

Payment Terms

Payment terms follow the Alliance Program Invoice & Credit Terms as specified in the Master Alliance Agreement, with invoicing typically based on hours worked, days engaged, or other metrics defined in the Resource Breakdown Structure.