This Master Customer Agreement (called the “Agreement”) and its applicable Transaction Documents are the complete agreement regarding your purchase of Products and Services from DataPro Solutions, Inc.

By signing the transaction agreement, each of us agrees to the terms of this Agreement.  Once signed, all Products and Services purchased by you under this Agreement are subject to it.

Thank you.



Change Order is a document completed by both of us that authorizes a change to a Transaction Document or Scope of Work.

Discovery is a process performed to define a Scope of Work.

Deliverable is any item, specified in a Transaction Document or Scope of Work, which we provide (Documentation, Drawings, Reports or Materials, Et Cetera).

Materials are work products such as programs, program listings, programming tools, documentation, reports, and drawings.  The term “Materials” does not include Program Products, but does include modifications of a Program Product.

Product is a machine, its features, elements, cables, or accessories, or any combination thereof or a program product.  The term “Product” includes the documentation required to install, support, use, and maintain the product.

Program Product is a commercially available software product and the documentation required to install, support, use, and maintain it.  You are the licensee (and we are not).

Services are technical work that we perform to complete a Scope of Work or the delivery of customer offerings.  Deliverables may result from such work.

Scope of Work is a detailed list of tasks to be performed during the implementation of a project.


Agreement Structure:

Transaction Documents: We will provide to you the appropriate “Transaction Documents” that supply additional information about your acquisition of Products and/or Services from us, and which are also part of this Agreement.  The following are examples of Transaction Documents, with examples of information they may contain:

–  Project Services:  (Scope of Work and Payment Schedule)

– Change Orders:  (Changes to the Transaction Document or Scope of Work)

–  Customer Care Services: (Proactive Health Checks of Systems and/or Infrastructure)

–  Help Desk Services

–  Product Quotation and Acceptance.

You accept the terms of a Transaction Document by signing it.

Conflicting terms: If there is a conflict of terms in the various documents, those of a Transaction Document will prevail.


How You Engage Us for a Project:

–  This Agreement is not a commitment by you to give us any work.  When you wish to engage us as your solution provider and/or consultant for a specific project, we will issue a Transaction Document, which both of us must sign.  We will not begin work until you have specifically authorized us to do so, in writing.

Changes to a Transaction Document / Statement of Work: Any modification of a Statement of Work, additional project phases, changes in system design or timeline, after execution of a Transaction Document, will be considered a change in the agreement.  A Transaction Document or Statement of Work may only be modified by a Change Order, which both of us must sign prior to performed services.  Any changes to the Transaction Document or Statement of Work may affect the estimated schedule, payments, and other terms.


Our Relationship:

Mutual Responsibilities: Each of us agrees that under this Agreement:

–  All information exchanged is non-confidential.  If either of us requires the exchange of confidential information, it will be done under a signed Non-Disclosure Agreement;

–  Each will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations;

–  Neither of us will bring a legal action against the other more than two years after the cause of action arose.

Your other responsibilities: You agree to do the following:

–  To not assign or otherwise transfer, this Agreement, without our prior written consent;

– To provide us with sufficient, free and safe access to your facilities for us to fulfill our obligations; and

–  To not disclose the terms of this Agreement without our prior written consent.



Each of us will authorize a person to represent us in all matters concerning this Agreement.  These representatives will be available throughout the term of this Agreement.  Each of us will 1) address all notices to the other’s representative and 2) promptly notify the other in writing if this person is replaced.

You agree to not hire or attempt to hire any DataPro Solutions employee on either a temporary or permanent basis, either directly or through a third party, without the express written consent of DataPro Solutions.


Ownership and Proprietary Rights:

Notwithstanding anything to the contrary stated herein, no transfer is made to Customer of any ownership to or proprietary rights in the Licensed Products, software programs, software interfaces and Documentation, and all copies of the Licensed Products, software programs, software interfaces and Documentation, including modifications by DataPro contained in customized versions and related software.  Customer shall NOT have any right to copy any Licensed Products, software programs, software interfaces and Documentation for use, sale, sublicensing, distribution or any other purpose.


Compliance with Laws:

You agree to comply, and assist us in complying, with all applicable 1) Federal, State, and local laws and regulations and 2) building codes, ordinances, and standards.


Prices, Payment, and Taxes:

You will pay us the price specified in the Transaction Document.  A down payment or deposit may be required on some transactions.  Down payments and deposits are non-refundable.  The price will include all applicable taxes.  If you are exempt from taxes, please notify us in advance with corroborating documentation of your exemption.  You will reimburse us for appropriate expenses (such as travel), provided we have obtained your prior written approval.  Leasing and finance plans are available to increase your financial flexibility.

Our payment terms are – Due upon receipt of invoice.  If different terms better meet your business needs, we will be happy to discuss them with you.  We invoice you for product when it is shipped to you.  To secure payment of any amount due to DataPro Solutions under this agreement, you hereby grant a purchase money security interest in any Product or Program Product you purchase from us.  You agree to promptly execute any documents required to protect DataPro Solutions’ security interest as a first lien.  You also authorize us to act as your agent and/or attorney in fact for the purpose of (i) executing or filing any document which we deem necessary to protect our security interest and (ii) exercising our rights as a secured party under this Agreement.  Title to and ownership of the described merchandise shall remain in DataPro Solutions, Inc. name until full payment is received in accordance with the payment schedule set forth herein.  In the event payment is not made within the time and manner as set forth herein, the seller may remove said equipment and materials and retake possession, whether or not the merchandise has been permanently attached or affixed to the realty.  Purchaser agrees to pay to seller reasonable attorney’s and collection fees, if necessary, to enforce any of the terms of this agreement.  Interest on deferred balances shall be charged at the maximum rate allowed by law.  In no situation will DataPro Solutions, Inc. or its employees be held responsible for any loss pertaining to the use, misuse, or failure of the products or services.

As a reseller of Equipment, Program Products, and some Services, we are not required to pay taxes for those items.  Taxes are the responsibility of the end user or consumer of said products and services.

You agree to pay all Transportation charges as required by the project and mutually agreed upon for the shipment of Equipment and Program Products (if applicable) to the location you specify.

Occasionally a manufacturer will charge us “rework” charges if a configuration is changed after a certain point in the manufacturing cycle.  We will make every effort to avoid rework charges on your behalf.  If rework charges are incurred due to configuration changes requested by you, these charges will be passed on to you.  You will be notified in advance of such charges.

We invoice weekly for project services, monthly for service work and Help Desk services, or upon completion of the Scope of Work or services identified in the Transaction Document.  Unless otherwise agreed to in writing, on-site services will be billed travel time at the then current rate plus a minimum of two hour on-site time. Additional time is billed in increments of 15 minutes for all time thereafter.  Telephone support and research will be at a minimum of 30 minutes and in 15-minute intervals for all time thereafter.  For sites outside a 30-mile radius of the DataPro Solutions facility, applicable travel charges will apply.  Authorized lodging expenses will be billed at actual and meals are billed on a per-diem basis, the rate being determined by the schedule published annually by the United States Internal Revenue Service.  If you do not select a specific service and execute a transaction document, we will perform services for you at our current published prevailing hourly rate.

A 50% increase to our published prevailing hourly rates will be added for work performed during off-hours and/or federal holidays (off-business hours are defined as weekdays before 8:00 AM and after 5:00 PM and all day Saturday and Sunday).


Changes to the Agreement Terms:

In order to maintain flexibility in our relationship, we may change the terms of this Agreement by giving you one month’s written notice.  However, these changes are not retroactive.  They apply, as of the effective date we specify in the notice, and only to Transaction Documents that are 1) signed on or after the date of the notice and 2) for on-going transactions.



We may terminate a Transaction Document or Statement of Work, with or without cause, on written notice.

Otherwise, a Transaction Document or Statement of Work terminates when our obligations under it are met.

You may terminate this Agreement effective upon the termination or completion of all Transaction Documents or Statements of Work referenced under and subject to it.

Any terms of this Agreement, which by their nature extend beyond its termination, remain in effect until fulfilled, and apply to respective successors and assignees.


Electronic Communications:

Each of us may communicate with the other by electronic means.  Each of us agrees to the following for all electronic communications:

–  An identification code (called a “USERID”) contained in an electronic document is legally sufficient to verify the sender’s identity and the document’s authenticity;

–  An electronic document that contains a USERID is a binding agreement; and

–  An electronic document, or any computer printout of it, is an original when maintained in the normal course of business.


Governing Law:

The laws of the State of Washington govern this Agreement.  Any legal action brought under this agreement shall be brought only in the County of Spokane, State of Washington.