This Retainer Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between Big Data Staging Academy, a [STATE] corporation with its principal place of business at [COMPANY_ADDRESS] ("Service Provider"), and [CLIENT_NAME], with its principal place of business at [CLIENT_ADDRESS] ("Client").
1.1 "Services": The data staging, pipeline development, and related consulting services described in Section 2.
1.2 "Monthly Retainer Fee": The fixed monthly fee paid by Client for the Services, as detailed in Section 3.
1.3 "Overage Hours": Hours worked by Service Provider beyond the included hours under the Monthly Retainer Fee, billed at the rate specified in Section 3.3.
1.4 "Confidential Information": Any non-public, proprietary, or sensitive information disclosed by one party to the other, as further defined in Section 10.
1.5 "Intellectual Property": All deliverables, documentation, and work product created by Service Provider under this Agreement, as further defined in Section 11.
2.1 Included Services: Service Provider agrees to provide the following services to Client:
- Data pipeline design and staging for raw data transformation into production-ready formats.
- Optimization of ETL (Extract, Transform, Load) workflows using industry-standard tools such as Apache Airflow, Talend, and dbt.
- Data quality assurance, including schema validation, deduplication, and anomaly detection.
- Consultation on cloud-based data storage solutions (e.g., AWS S3, Google BigQuery, Azure Data Lake).
- Monthly reporting on pipeline performance metrics (e.g., throughput, error rates, latency).
2.2 Exclusions: The following services are not included under this Agreement unless explicitly agreed upon in writing:
- Custom software development outside the scope of data staging.
- On-premises infrastructure setup or maintenance.
- Real-time data streaming architecture (e.g., Kafka, Kinesis).
2.3 Service Delivery: Services will be delivered remotely unless otherwise agreed in writing.
3.1 Monthly Retainer Fee: Client agrees to pay a Monthly Retainer Fee of $[AMOUNT] for up to [INCLUDED_HOURS] hours of Services per month.
3.2 Included Hours: The Monthly Retainer Fee covers up to [INCLUDED_HOURS] hours of Services.
3.3 Overage Rates: Any hours worked beyond the included hours will be billed at a rate of $[HOURLY_RATE] per hour.
3.4 Rollover Policy: Unused hours from one month will not roll over to subsequent months.
4.1 Standard Response Time: Service Provider will respond to Client inquiries within [RESPONSE_TIME_HOURS] business hours.
4.2 Emergency Support: For critical issues affecting pipeline functionality, Service Provider will respond within [EMERGENCY_RESPONSE_TIME_HOURS] hours. Emergency support is subject to availability and may incur additional charges at the Overage Rate.
5.1 Monthly Reports: Service Provider will provide a detailed report to Client by the 5th business day of each month, including:
- Summary of hours worked and tasks completed.
- Key performance metrics (e.g., data pipeline uptime, error rates, processing times).
- Recommendations for optimization or improvements.
5.2 Ad Hoc Reports: Additional reports may be requested by Client and will be billed at the Overage Rate.
6.1 Review Meetings: Service Provider and Client will conduct a quarterly review meeting to evaluate:
- Performance of data pipelines against agreed KPIs.
- Effectiveness of implemented solutions.
- Potential adjustments to the scope of Services.
6.2 Action Plan: Following each review, Service Provider will provide a written action plan for the next quarter.
7.1 Change Requests: Any changes to the scope of Services must be documented in a written change request and approved by both parties.
7.2 Fee Adjustments: Changes to the scope may result in adjustments to the Monthly Retainer Fee, which will be agreed upon in writing.
8.1 Invoice Schedule: Service Provider will issue invoices on the 1st day of each month.
8.2 Payment Due Date: Payment is due within [PAYMENT_TERMS] days of the invoice date.
8.3 Late Payments: Late payments will incur a late fee of [LATE_FEE_PERCENT]% per month.
8.4 Payment Method: Payments shall be made via [PAYMENT_METHOD], to the account details provided by Service Provider.
9.1 Initial Term: This Agreement shall commence on the Effective Date and continue for an initial term of [INITIAL_TERM] months.
9.2 Renewal: The Agreement will automatically renew for successive [RENEWAL_TERM] periods unless either party provides written notice of non-renewal at least [NON_RENEWAL_NOTICE_PERIOD] days prior to the end of the current term.
10.1 Termination for Convenience: Either party may terminate this Agreement with [TERMINATION_NOTICE_PERIOD] days' written notice.
10.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within [CURE_PERIOD] days.
10.3 Transition Period: Upon termination, Service Provider will provide reasonable assistance to transition ongoing projects to Client or a third party, billed at the Overage Rate.
11.1 Obligations: Both parties agree to maintain the confidentiality of all Confidential Information and not disclose it to any third party without prior written consent.
11.2 Exclusions: Confidential Information does not include information that is publicly available, independently developed, or disclosed by a third party without breach of confidentiality.
12.1 Ownership: All Intellectual Property created by Service Provider under this Agreement shall be the sole property of Client upon full payment of all fees.
12.2 License: Service Provider retains a non-exclusive, royalty-free license to use the Intellectual Property for internal portfolio and marketing purposes, unless otherwise agreed in writing.
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.
This Agreement may only be amended in writing, signed by both parties.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Big Data Staging Academy
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: [DATE]
[CLIENT_NAME]
By: [REPRESENTATIVE_NAME]
Title: [REPRESENTATIVE_TITLE]
Date: [DATE]
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