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Co-Delivery — Tier C Addendum (Strategic Partner)

DRAFT — 2026-05-12. Pending review by counsel. The strategic-partner tier of the AuditForge co-delivery offer.

Parties

This Addendum is entered into between Base2ML LLC ("Base2ML") and [FIRM NAME] ("Firm") and references their Co-Delivery Agreement dated [DATE] (and, if applicable, their Tier B Addendum dated [DATE]).

Purpose

Following demonstrated mutual value, both Parties wish to formalize a strategic-partner relationship in which AuditForge becomes the Firm's preferred AI document-review platform and the Firm becomes a charter customer in Base2ML's go-to-market.

Tier C terms

The Firm commits to:

  • 24-month annual platform license at $30,000 per year (40% off list of $50,000), invoiced annually in advance
  • Total monetary commitment over the term: $60,000
  • Unlimited AuditForge engagements during the term — no per-engagement fee
  • Partner-level review and sign-off on every engagement (standard AuditForge usage discipline)
  • One substantive case study at the 6-month mark — quantitative metrics (engagement count, partner-time-saved, finding volume, deliverable quality) plus a senior-partner-attributed reference quote
  • Two warm introductions over the 24-month term to comparable-sized firms in the Firm's network
  • Mutual co-marketing — the Firm may publish their use of AuditForge; Base2ML may publish the Firm's name in marketing, sales, and investor materials (subject to standard approval rights over specific language)

Base2ML commits to:

  • Unlimited engagements under the platform license — no surprise per-engagement charges, no overage fees
  • Price locked at $30,000/year for the full 24-month term — insulated from any list-pricing changes
  • Quarterly onsite or onsite-equivalent day — one full day per quarter of Chris's time, either at the Firm's office (within PA / OH / WV / MD or via reimbursed travel) or via dedicated remote video session
  • Quarterly strategic review — what's working, what's not, where the Firm wants the product to go
  • Right-of-first-refusal in specialty + state — for 12 months from signing, Base2ML will not enter into a Tier C agreement with another firm in the same primary specialty (e.g., CMMC pre-assessment) and same primary state as the Firm. If approached by such a firm, Base2ML will offer the Firm 60 days to elect whether to upgrade or release the exclusivity. (This protection is most meaningful in tight geographic markets; in dense urban markets exclusivity is harder to enforce and the Parties may negotiate a narrower scope.)
  • "Charter customer" branding — the Firm is publicly identified as one of Base2ML's first five charter customers if and when Base2ML launches public-facing customer marketing
  • Quarterly roadmap priority — the Firm nominates one roadmap item per quarter for serious consideration

Service-level expectations (not contractual SLA)

  • Support response: within 4 business hours during US business hours
  • Engagement-level questions: same-day response by Chris during business hours
  • Critical platform issues (outage affecting active engagement): within 1 hour, prioritized

These are operational targets reflecting current single-operator capacity and will be revisited as Base2ML grows headcount.

Future relationship

At the end of the 24-month term, the Parties may:

  • Renew at the then-current pricing (with consideration for the long-term partnership)
  • Convert to a pay-as-you-go relationship
  • Conclude the partnership amicably

If the Firm renews, Base2ML commits to giving the Firm 60-day advance notice of any price change so the Firm has time to plan.

Exit clauses

Either Party may terminate this Addendum for material breach upon 30 days written notice if the breach is not cured within that period.

The Firm may terminate without cause at the end of any 12-month period upon 60 days written notice; in that case, Base2ML refunds the prorated unused portion of the current annual license payment.

Base2ML may not terminate without cause; if Base2ML ceases operations, the Firm receives a full refund of any unused prepaid period.

What this is not

  • Not a guarantee of any specific feature being built
  • Not a guarantee of platform uptime beyond best-effort targets above
  • Not an exclusivity arrangement for the Firm (the Firm may use any other tooling alongside AuditForge)
  • Not an obligation by the Firm to use AuditForge for any specific engagement — use is at the Firm's discretion

Signatures

Base2ML LLC

By: ______

Name: ______

Title: Founder

Email: chris@base2ml.com

Date: ___

[FIRM NAME]

By: ______

Name: ______

Title: ______

Email: ______

Date: ___