Retainer Billing Addendum

Purpose

1.1 This Retainer Billing Addendum ("Addendum") activates paid services under [MASTER_AGREEMENT_NAME] (the "Master Agreement") between [CLIENT_LEGAL_NAME] and aisecurity.llc.

1.2 If the Master Agreement is a Zero-Dollar Services Retainer, this Addendum is the activating instrument that converts the zero-committed-spend framework into a billable engagement for the Authorized Services described in Section 3.

1.3 This Addendum does not modify the zero-dollar baseline of the Master Agreement for any work not expressly authorized here. All terms of the Master Agreement not expressly modified by this Addendum remain in full force.

Definitions

2.1 "Addendum" means this Retainer Billing Addendum.

2.2 "Authorized Services" means the services described in Section 3 of this Addendum.

2.3 "Billing Period" means each [BILLING_PERIOD] (e.g., calendar month, four-week period) beginning on [FIRST_BILLING_DATE].

2.4 "Retainer Amount" means [RETAINER_AMOUNT_USD] per Billing Period.

2.5 "Included Hours" means [INCLUDED_HOURS_PER_PERIOD] hours of Provider time per Billing Period.

2.6 "Overage Rate" means [HOURLY_RATE_USD] per hour, or the applicable role rate in Section 4.4, for hours exceeding the Included Hours in a Billing Period.

2.7 "Overage Hours" means Provider hours worked in a Billing Period in excess of the Included Hours, authorized in accordance with Section 4.5.

2.8 "Deliverables" has the meaning given in the Master Agreement and includes any work product expressly identified in this Addendum or a change order.

Authorized Services

3.1 Provider is authorized to perform the following categories of services under this Addendum:

1. [SERVICE_CATEGORY_1] — [SERVICE_CATEGORY_1_DESCRIPTION]
2. [SERVICE_CATEGORY_2] — [SERVICE_CATEGORY_2_DESCRIPTION]
3. [SERVICE_CATEGORY_3] — [SERVICE_CATEGORY_3_DESCRIPTION]
4. [SERVICE_CATEGORY_4] — [SERVICE_CATEGORY_4_DESCRIPTION]

3.2 Example service activities that may fall within the categories above include: AI security engineering advisory; LLM application security review; agentic system security assessment; secure RAG architecture review; governance evidence design; claim-readiness review; AI red-team planning; private benchmark analysis; and security operations design.

3.3 Services outside the categories in Section 3.1 require a written change order or separate Statement of Work signed by both parties before Provider begins work.

3.4 Provider will deliver Authorized Services in accordance with the Master Agreement's standards of care and professional performance obligations.

Fees and Rate Structure

4.1 Client will pay the Retainer Amount of [RETAINER_AMOUNT_USD] per Billing Period, beginning with the first Billing Period.

4.2 The Retainer Amount includes [INCLUDED_HOURS_PER_PERIOD] hours of Provider time per Billing Period, allocated across Authorized Service categories at Provider's reasonable discretion unless otherwise agreed.

4.3 Default Overage Rate for all Authorized Service categories not listed in Section 4.4 is [HOURLY_RATE_USD] per hour.

4.4 Role and service-specific overage rates (where different from the default):

Principal AI Security Engineering: [PRINCIPAL_RATE_USD] per hour

Security Research and Red Team: [RESEARCH_RATE_USD] per hour

Governance Evidence and Documentation: [GOVERNANCE_RATE_USD] per hour

Implementation Support: [IMPLEMENTATION_RATE_USD] per hour

Emergency Response (see Section 10): [EMERGENCY_RATE_USD] per hour

4.5 Overage Hours must be authorized by Client in writing before Provider incurs them, except as provided in Section 10 for emergency work. Provider will notify Client promptly when it forecasts Included Hours will be exhausted within the Billing Period.

4.6 Minimum time increment for billing is [MINIMUM_TIME_INCREMENT] (e.g., fifteen minutes). Partial increments round up to the next full increment.

Invoice Cadence and Payment

5.1 Provider will invoice Client [INVOICE_CADENCE] (e.g., on the first business day of each Billing Period for the upcoming period, or in arrears on the last business day of each Billing Period).

5.2 All invoices are due [PAYMENT_TERM_DAYS] days from the invoice date.

5.3 Client will pay by [PAYMENT_METHOD] (e.g., ACH, wire transfer, check) to the account details in Provider's invoice.

5.4 Fees are exclusive of applicable taxes, duties, withholding, wire transfer fees, and similar charges. Each party is responsible for its own tax obligations. If Client is required to withhold tax, Client will gross up the payment so Provider receives the full invoiced amount.

5.5 Client will notify Provider of any good-faith invoice dispute within [INVOICE_DISPUTE_DAYS] days of receipt, with written explanation of the disputed amount. Undisputed amounts must be paid by the due date.

5.6 The parties will attempt to resolve billing disputes in good faith within fifteen (15) days of written notice.

Late Payment

6.1 Undisputed invoiced amounts unpaid after the due date will accrue interest at the lesser of [LATE_FEE_RATE_MONTHLY] per month or the maximum rate permitted by applicable law, from the due date until paid.

6.2 Provider may suspend Services for undisputed overdue amounts after written notice and a cure period of [PAYMENT_CURE_DAYS] days. Suspension does not waive Client's obligation to pay accrued fees and interest.

6.3 Provider may resume Services upon receipt of all overdue amounts and applicable interest.

Expenses

7.1 Client-approved expenses will be reimbursed at cost without markup, unless the parties agree otherwise in writing.

7.2 The following expense categories require specific written pre-approval before Provider incurs the cost: travel, accommodation, third-party tooling or licenses, paid datasets, cloud infrastructure, lab environments, and specialized testing platforms.

7.3 Pre-approved expense threshold for routine incidentals (e.g., printing, minor software) without individual approval: [EXPENSE_APPROVAL_THRESHOLD_USD].

7.4 Provider will provide receipts or reasonable documentation for all reimbursable expenses exceeding [EXPENSE_RECEIPT_THRESHOLD_USD].

Deliverables and Acceptance

8.1 Deliverables will be specified in this Addendum, a project plan, or a written change order.

8.2 Deliverables are deemed accepted upon delivery unless Client reports a material nonconformity in writing within [ACCEPTANCE_REVIEW_DAYS] days of delivery, with a description of the specific nonconformity.

8.3 A material nonconformity means a substantial failure to meet the acceptance criteria or scope expressly stated in this Addendum or a change order. Disagreement with Provider's findings, risk ratings, recommendations, or editorial conclusions does not constitute a material nonconformity.

8.4 Provider will use commercially reasonable efforts to correct timely-reported material nonconformities at no additional charge, within a reasonable timeframe agreed in writing.

Unused Hours

9.1 Unless otherwise stated in this Addendum, unused Included Hours in a Billing Period do not carry forward to the next Billing Period and are not refundable.

9.2 If the parties agree to rollover: unused hours may carry forward up to a maximum of [ROLLOVER_HOURS_LIMIT] hours, and must be used within [ROLLOVER_EXPIRATION_DAYS] days of the end of the originating Billing Period.

Emergency Work

10.1 Emergency work means work required to respond to an active AI security incident, critical vulnerability, prompt injection containment event, credential compromise, model supply-chain compromise, evidence preservation need, or other situation where delay would materially increase harm.

10.2 Emergency work must be authorized in writing by Client, except where Client has pre-authorized emergency response in this Addendum and immediate action is necessary to prevent active harm to Client systems or data.

10.3 Pre-authorization for emergency response without prior approval (if applicable): [EMERGENCY_PRE_AUTHORIZATION_TERMS].

10.4 Emergency work will be billed at the Emergency Response rate in Section 4.4 and does not count against Included Hours unless the parties agree otherwise in writing.

10.5 Provider will provide a written summary of emergency work performed within [EMERGENCY_SUMMARY_DAYS] business days of the emergency response.

Intellectual Property

11.1 The intellectual property terms in the Master Agreement govern ownership of Deliverables and Provider Materials under this Addendum.

11.2 Upon full payment of all fees due under this Addendum, Client receives the license to Deliverables granted in the Master Agreement.

11.3 If Client requires ownership (assignment of title) of specific Deliverables rather than a license, the parties must expressly agree to the assignment in a written change order or amendment to this Addendum, with any additional fee for the assignment expressly stated.

Confidentiality

12.1 All confidentiality terms in the Master Agreement apply to this Addendum.

12.2 The following are Confidential Information under this Addendum regardless of marking: pricing and rate terms, scope of Authorized Services, security findings, private benchmark outputs, governance evidence, engagement plans, vulnerability information, and all Client Materials.

Reporting

13.1 Provider will deliver a brief written activity summary at the end of each Billing Period, including hours worked by category, work completed, issues noted, and projected work for the next period.

13.2 Format and cadence for activity summaries: [REPORTING_FORMAT_AND_CADENCE].

Term and Termination

14.1 This Addendum begins on the Effective Date and continues for the Initial Term of [INITIAL_TERM].

14.2 After the Initial Term, this Addendum automatically renews for successive [RENEWAL_TERMS] periods unless either party gives [NON_RENEWAL_NOTICE_DAYS] days' written notice of non-renewal before the end of the then-current term.

14.3 Either party may terminate this Addendum for material breach if the breach is not cured within [CURE_PERIOD_DAYS] days after written notice describing the breach in reasonable detail.

14.4 Upon termination: (a) Client will pay all fees, Overage Hours, and approved expenses incurred through the effective termination date; (b) Provider will deliver all completed Deliverables through the termination date; and (c) each party will comply with its return or destruction obligations under the Master Agreement.

14.5 Termination of this Addendum does not terminate the Master Agreement.

Order of Precedence

15.1 In the event of conflict: this Addendum controls over the Master Agreement solely for the Authorized Services and billing terms governed here. The Master Agreement controls for all other matters.

15.2 A change order controls over conflicting terms in this Addendum for the specific scope covered by that change order only.

Signature Blocks