This Master Purchase Agreement (this “Agreement”), as most recently updated November 14, 2024, is by and between LTT Partners LLC DBA SCVS (“SCVS”), an Oregon limited liability corporation, with offices located at 48 Southeast Bridgeford Boulevard, Suite 220, Bend, OR 97702, and its “Customers.”

1. Product Resale. Customer desires to obtain hardware and/or software and/or licensing products from SCVS for valuable consideration as agreed upon and defined in Exhibit A (the “Products”), the first of which A-1 is attached as of the Effective Date, and SCVS is an authorized reseller of the Products.
2. Terms and Conditions. SCVS is willing to provide the Products to Customer under the terms and conditions of this Agreement as agreed upon in Exhibit B (the “Sales Terms”), and Customer agrees to the Sales Terms.
3. Warranties. Customer has read, understands, and agrees to the waiver and limitation of liability provisions (The Waiver and Limitation of Liability”) at Exhibit C.
4. Term. This Agreement shall commence on the Effective Date and remain in effect until terminated as set forth below in Section 5 (“Termination”).
5. Termination. Either Party may terminate this Agreement, in part or in whole, without cause upon providing thirty (30) days’ advance written notice of termination to the other Party. This Agreement may also be terminated With Cause. “With Cause” shall mean: either Party (i) commits a crime involving dishonesty, breach of trust, or physical harm to any person; (ii) willfully engages in conduct that is in bad faith and materially injurious to another Party, including but not limited to misappropriation of trade secrets, fraud, or embezzlement; (iii) commits a material breach of this Agreement, which breach is not cured within the Cure Period as specified below; (iv) willfully refuses to implement or follow a lawful policy or directive as specified in the Terms and Conditions, which breach is not cured within the Cure Period as specified below; or (v) engages in misfeasance or malfeasance demonstrated by a failure to perform contractual duties diligently and professionally. To effect a With Cause termination, the non-breaching Party shall deliver to the breaching Party a written notice detailing the nature of the breach and giving the breaching Party ten (10) days to cure its breach (the “Cure Period”). If the breaching Party is able to cure its breach to the satisfaction of the non-breaching Party within the Cure Period, then this Agreement shall remain in full force and effect.
6. Billing and Payment. SCVS shall submit invoices to Customer that detail the nature, time, and amount of products, as well as the cost of such products, provided to Customer pursuant to this Agreement. Unless otherwise specified in Schedule A attached hereto, the following terms shall apply:a) Invoicing. Customer shall pay invoices within 15 days of the invoice date, provided however that for invoices greater than $10,000.00 the period for payment shall be extended to 30 days. Customer shall make all payments hereunder by wire transfer, ACH, or cashier's check and in US dollars. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse SCVS for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.No Setoff. Customer shall not, and acknowledges that it shall have no right, under this Agreement, any other agreement, document, or law, to withhold, offset, recoup, or debit any amounts owed (or to become due and owing) to SCVS or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by SCVS or its affiliates, whether relating to SCVS’s or its affiliates' breach or non-performance of this Agreement or any other agreement between Customer or any of its affiliates, and SCVS or any of its affiliates, or otherwise.
7. Additional Support Services. Additional Onsite Support services unless otherwise stated start at $150/hr. Remote Service rates TBD - per scope.
8. Amendments. Amendments to this Agreement must be made in writing and signed by the Representatives of the Parties before they can become effective.
9. Notices. All notices, consents, and approvals under this Agreement shall be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address set forth below (which may be updated from time to time by written notice) and are deemed delivered when received:
   LTT Partners LLC DBA SCVS
   48 Southeast Bridgeford Boulevard, Suite 220
   Bend, OR 97702
   Tel. No.: (503) 545-7794
10. Confidential Information. “Confidential Information” means any information disclosed at any time by either Party, its directors, officers, employees, and agents (collectively, the “Representatives”), to the other Party or its Representatives in anticipation of or during Parties' relationship, either directly or indirectly, in writing, orally or by inspection of tangible objects which pertains to such Party’s business, including, without limitation, information concerning marketing, financial, employee, planning, service or product purchase or performance agreements and documentation, pricing, and other confidential or proprietary information or information a reasonable person would understand to be confidential or proprietary. Confidential Information of either Party will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party without a breach of any third party’s obligations of confidentiality at the time of disclosure by the disclosing Party; (iv) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
11. Disclosure of Confidential Information. Both Customer and SCVS shall (i) hold all Confidential Information in confidence and use it only as permitted in connection with the Products provided under this Agreement; (ii) use the same care to prevent unauthorized disclosure of the disclosing Party’s Confidential Information as the receiving Party uses with respect to its own Confidential Information of a similar nature and shall not, in any case, be less than the care a reasonable person would use under similar circumstances; (iii) to the extent required by a court order or law, disclose only the Confidential Information required to comply with such court order or law and in conjunction with fulfilling obligations under Section 12; and (iv) only disclose the Confidential Information to its Representatives who have a need to know such information in order to perform their job. Each Party shall be liable for any breach of this Agreement by any Representative. Neither Party shall disclose Confidential Information to third parties without the other Party's prior written consent.
12. Injunctive Relief. Each Party acknowledges that a Party’s actual or threatened breach of its confidentiality obligations under Section 10 would likely cause irreparable harm to the non-breaching Party that could not be fully remedied by monetary damages. Each Party therefore agrees the non-breaching Party may seek such injunctive relief or other equitable relief as may be necessary or appropriate to prevent such actual or threatened breach without the necessity of proving actual damages.
13. Legal Process. In the event either Party receives a subpoena, request for production of documents, court order, or requirement of a governmental agency to disclose any Confidential Information (“Legal Process”), the recipient thereof shall, if permitted by law, give prompt written notice to the other Party so the other Party may move for a protective order or other relief. In the event either Party is required to respond to or support such Legal Process involving the other Party (but not the parties adverse to one another), the responding Party shall be entitled to recover from the other Party all reasonable costs, fees, and expenses incurred by the responding Party, including reasonable time expended by internal resources and reasonable attorneys’ fees.
14. Governing Law. The validity, interpretation, and performance of this Agreement, as well as the rights and duties of the Parties, shall be determined pursuant to and in accordance with the laws of the State of Oregon. Any action arising out of or related to this Agreement shall be brought in the appropriate state court sitting in Multnomah County, Oregon, and the Parties submit to the jurisdiction of such court.
15. Insurance. Both SCVS and Customer agree to maintain general liability and workers' compensation insurance for the term of this Agreement.
16. Severability. If any part, term, or provision of this Agreement is held invalid or unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated.

Last Updated: November 14, 2024