DIRECTV DEALER APPLICATION PROCESS
We are excited you have chosen to work with Custom Plus Distributing for your DirecTV needs. In order for
you to become a DirecTV dealer through CPD and earn your commissions on hardware installations
and DTV programming as a Master Service Provider (MSP), please fill out the requested information completely
and include all substantiation documents. Completed document and additional forms may be faxed to:
Rich Kalin, fax: 253.859.1179. Additional questions may be directed to at: rkalin@customplusdistributing.com.
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OPENING ACCOUNT:
MASTER DEALER DOCUMENTATION
The following is needed in order to OPEN your account:
Completed DIRECTV MASTER SERVICE PROVIDER APPLICATION
Signed MASTER SERVICE PROVIDER AGREEMENT
Provide copy of W-9 FORM
Review INSURANCE SET-UP SHEET
Provide insurance certificate with CURRENT DATE, INSURANCE LEVELS and listing the following:
CPD as both a CERTIFICATE HOLDER and ADDITIONAL INSURED:
CUSTOM PLUS DISTRIBUTING, 4310 B Street NW, Auburn, WA 98001
Review CPD-DIRECTV DEALER COMPENSATION PROGRAM form
Review DIRECTV ORDER PROCESS form
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GETTING STARTED:
PROSPECTIVE CUSTOMER DOCUMENTATION
The following are copies of prospective customer documents for your review:
DIRECTV NEW CUSTOMER QUALIFYING WORKSHEET
DIRECTV CUSTOMER INFORMATION FORM
DIRECTV EQUIPMENT LEASE AGREEMENT/BROCHURE
CUSTOMER SIGN-OFF SHEET
DIRECTV MASTER SERVICE PROVIDER APPLICATION
COMPANY NAME:
DBA (If Different):
Date Company was Established:
Owner / President:
DL #:
SSN:
Owner's Initials:
Employees who can purchase:
A/P Contact Name:
Address:
City, State, Zip Code:
e-mail address:
Fax:
Phone:
Years at this address:
Federal Tax I.D. Number:
State Sales Tax Number:
Purchase Order Required?
CREDIT CARD INFORMATION
Name:
Billing Zipcode:
Card Number:
Expiration Date:
CVV Number:
Signature:
Place credit card here
Place driver’s license or identification card here
Please copy front of credit card
before returning to Custom Plus Distributing
Please copy front of credit card
before returning to Custom Plus Distributing
I _________________________, Owner/President of ________________________ understand that I am responsible for any
chargebacks that are accessed against Custom Plus Distributingl by DirecTV in which the installation of a customers
equipment was handled by ___________________________. As such I am providing the above credit card information for
payment To Custom Plus Distributing, Inc. for any such chargeback. I understand that prior to charging my credit card I will be
notified of all the details of the chargeback being applied to my account. I also understand that my credit card can be
charged for any DIRECTV receiver provided to my company that has not been activated within 10 days after pickup from
Custom Plus Distributing, Inc.
Owner Printed Name:
Signature Owner:
CUSTOM PLUS DISTRIBUTING, INC.
DIRECTV MASTER SERVICE PROVIDER AGREEMENT
This Master Service Provider Agreement
(including all Exhibits and Schedules hereto, this "Agreement") is entered into:
this ________________ day of _______________________, 20_______
by and between:
Custom Plus Distributing, Inc., a Washington corporation, (hereinafter "CPD"), and
___________________________________________________________________________,
the Master Service Provider (hereinafter referred to as "MSP"), a corporation with its
principal place of business located at:
__________________________________________________
CPD and MSP are also herein collectively referred to as “the Parties”
RECITALS
WHEREAS, CPD has established a certain contractual relationship with DIRECTV (DSI) for the
distribution of DIRECTV products and services;
WHEREAS, MSP desires to sell such products and services to its customers which will require
the professional installation of consumer and or commercial products as more specifically
defined herein as (the "Equipment"); and
WHEREAS, DIRECTV, the vendor of the Equipment and/or CPD have established or may
establish specifications from time to time (the Specifications") for proper installation of such
Equipment; and
WHEREAS, MSP represents that it is experienced and skilled in the types of installations
required in connection with the Equipment and desires to provide the installation services,
pursuant to the Specifications, from time to time requested by DIRECTV in connection with the
Equipment (the "Installation Services") upon the terms and conditions as hereinafter set out;
and
WHEREAS, DIRECTV desires that installer provide certain "Ancillary Goods and/or Services", as
hereinafter defined, at prices not to exceed those announced by DIRECTV to MSP pursuant to
this Agreement from time to time; and
WHEREAS, CPD desires that MSP provide the Installation Services upon the terms and
conditions as hereinafter set out, as an independent master services provider and not as an
employee, agent, partner, or franchisee of, or joint venture with CPD and DIRECTV, and MSP
desires so to act.
THEREFORE, the Parties now desire to be bound and obligated pursuant to the terms and
conditions hereinafter set forth, all of which are to be effective as of the date of this
Agreement.
1 AGREEMENT
1) Appointment of MSP.
a) Authority. DIRECTV and CPD hereby engage MSP to provide services for the
installation, upgrade, and maintenance of Equipment (the "Services," or "Installations"
when referring specifically to initial customer installation services only) as defined
herein.
2) MSP Administrative Responsibilities.
a) Connectivity – Internet/E-Mail. MSP shall establish and maintain an internet electronic
mail address (a) for purposes of business-to-business communication between CPD
and MSP and (b) to properly perform the obligations hereunder.
b) Personnel. With respect to any employee who is assigned by MSP to perform its duties
under this Agreement, any part of which requires entrance by the employee onto
property owned or rented by customer, or any other citizen of the community, MSP
warrants that such individual is qualified, able and suitable to perform the duties
assigned in a good, professional and workmanlike manner and with care and concern
for MSP, CPD, DIRECTV, their customers, third parties and any of their property.
c) Vehicles. MSP shall use new or like-new and damage-free pick-up trucks or vans when
performing the Services hereunder. All vehicles used by MSP in the performance of the
Services shall be kept clean and shall be maintained in accordance with reasonable
standards specified by MSP. MSP is responsible for insuring, registering and licensing
all vehicles.
d) Books. Records and Inspections. During the term of this Agreement and for a period of
three (3) years thereafter, MSP agrees that it will keep adequate books and records
regarding its performance of its obligations under this Agreement.
e) Policies and Procedures. MSP agrees that it will comply with all reasonable CPD service
guidelines and policies and procedures furnished to MSP, which policies and
procedures may be amended by CPD from time to time in its reasonable discretion.
Such policies and procedures are hereby incorporated into this Agreement by this
reference. MSP will ensure that the policies and procedures are quickly disseminated
to all MSP personnel performing the Services.
f)
Representations and Warranties. MSP shall not make any warranties or representations
regarding DIRECTV(s) services or DIRECTV(s) System that are inconsistent with or more
extensive than the warranties and representations provided by DIRECTV(s), and/or the
DIRECTV(s) System manufacturers. In no event shall MSP offer any customer a service
or maintenance plan with respect to the DIRECTV(s) system unless CPD and DIRECTV(s)
has previously approved, writing, such an offer by MSP.
3) MSP Installation and Service Responsibilities.
a) General. MSP shall, (i) furnish all necessary materials, labor, tools, and equipment
required for the successful completion of each installation hereunder; (ii) during the
course of performing a installation, avoid the accumulation of excessive, unsightly, or
dangerous waste material, and shall ensure the orderly removal and disposal thereof;
(iii) furnish and pay for all required licenses and permits, and post any bonds or
security required under applicable laws, with respect to all Services performed by MSP;
(iv) be solely responsible for the methods, techniques, sequences, and procedures of
DIRECTV system installation and other services, if any, and the timely completion of
each installation; (v) provide information regarding such DIRECTV installation and
2 other services.
b) Training, Installation and Service Specifications.
(1) MSP agrees that all services provided by MSP pursuant to this Agreement will
be performed in a good and workmanlike manner in accordance with this
Agreement.
(2) MSP warrants the quality and workmanship of all services for the first twelve
(12) months from the date of provision of such services.
(3) In the event that MSP materially breaches its obligations under this
Agreement, in addition to the termination and other rights CPD may have
hereunder, MSP shall be responsible and liable for all costs and expenses
incurred in properly providing the Services and inspecting MSP's work;
provided, however, that MSP shall be solely liable for any damage to private or
public property resulting in its provision of the Services and shall indemnify
CPD and DIRECTV(s) with respect to any such claims.
(4) MSP will obtain appropriate information and required locations with respect to
the location of buried cables and utilities prior to performing any excavation or
underground work and will locate, expose and protect from damage all
existing underground facilities, including electrical, telephone, water, gas,
sewer or other utilities. All location services must be performed in a timely
manner to enable MSP to meet the performance standards set forth herein.
(5) In all installations of DIRECTV Systems where the customer has a phone line,
whether working or not, MSP shall use the phone line to connect premises
with DIRECTV. MSP shall make every effort to have the customer successfully
pass a phone test and receive an impulse authorization.
(6) MSP shall utilize only those contractual forms/agreements to be signed by
DIRECTV customers upon installation/activation as prescribed by DIRECTV (the
"DIRECTV Forms"). No modification to such DIRECTV Forms shall be permitted
without DIRECTV's and CPD's prior written consent. With respect to each
Service provided by MSP hereunder, MSP agrees that it will complete and
obtain copies of the applicable DIRECTV Forms and will timely process and file
the hard copies of such DIRECTV forms in accordance with DIRECTV and CPD
procedures. MSP shall provide a copy of each completed DIRECTV Form to
CPD.
(7) Upon completion of a DIRECTV Installation, MSP shall remove all of its tools,
equipment and materials from the area, will leave the area clean and ready for
use and shall restore the area to the same condition as it was prior to the
performance of the Services.
c) Materials. MSP shall provide, at its own expense, all materials necessary to complete
the DIRECTV Installation.
d) Response Times.
i) Service Call Requests (including all maintenance and repair calls): Appointment
always available within twenty-four (24) hours of customer's request; and;
ii) Equipment Retrieval Requests: If applicable, appointment always available within
seventy-two (72) hours of customer's request.
3 iii) Installations.
(1) MSP shall be fully prepared to perform and complete all assigned, scheduled
installation appointments on the scheduled date.
(2) All installations shall be completed as scheduled.
iv) Maintenance and Service Calls. All maintenance and Service Calls will be directed
to MSP telephone number.
e) Education. MSP shall, at the time of installation of DIRECTV, provide each MSP
customer with education regarding the use and operation of the DIRECTV installation
and Customer Sign Off Sheet attached hereto as Exhibit 1. During each service call,
MSP personnel shall provide customers with adequate education regarding the nature
of the problem leading to the maintenance or other service call and the resolution of
such problem. Such customer education shall include no less than MSP personnel
performing each step set forth in the Customer Sign Off Sheet.
f)
Property Damage Claims; Other Claims; Injuries. MSP is liable and responsible for all
property damage claims, other claims and injuries (See Section II for insurance
requirements).
4) Fees Payable by CPD.
a) Services. In full consideration for MSP's provision of the Services hereunder, CPD
agrees to pay MSP for Services within two weeks after receipt of payment from
DIRECTV.
b) Credits; Refunds. Notwithstanding anything to the contrary contained herein, MSP
shall not be entitled to any payment for installation services not completed for any
reason, including a cancellation by the customer at the door. In addition, CPD shall
have the right to offset from the amounts owed to MSP hereunder or any other
agreement between the Parties, or charge back directly to MSP, at its option, any
amount owed by MSP to CPD hereunder, including, but not limited to, any amounts
received by MSP to which it is not entitled hereunder, any payments made to MSP in
error and any cost that CPD incurs or amount that CPD credits, refunds or pays to a
customer or any other third party arising out of the Services provided by MSP
hereunder. If the amount owed by CPD to MSP for a given month is not sufficient to
cover the amount owed to CPD by MSP for such month, MSP shall pay the difference
to CPD within thirty (30) days following its receipt of an invoice from CPD.
5) Invoicing and Payment; Disputed Payment Resolution.
a) Payments. The payment process shall apply only to installation and services and shall
be paid within two by CPD after receipt of payment by DIRECTV unless the MSP has an
overdue balance due to CPD of which such payment will be applied to the overdue
balance.
b) Overpayments. Immediately upon discovery by MSP, or as a result of CPD's audit in
accordance with Section 2(d) above, of any overpayment, MSP shall notify CPD, as
applicable, and shall return the excess amount to CPD as soon as reasonably possible,
but in no event longer than thirty (30) days after discovery, or CPD, at its option, may
4 withhold payment of monies due to MSP until such time as any overpayment has been
rectified.
6) Term. The term (the "Term") of this Agreement shall be effective as of the date written
above and shall continue for two (2) years (the "Effective Date");. The Term will
automatically renew thereafter for an additional period of one (l) year (the "Renewal
Term"), unless either MSP or CPD gives written notice of termination at least thirty (30)
days in advance of expiration of the initial Term. The Agreement shall also be terminable
for "cause" as set forth herein.
7) Early Termination.
a) Without Cause. Either party may terminate this Agreement for any reason by giving
the other party no less than thirty (30) days prior written notice.
b) With Cause. Except as stated in Section 7(c) below, in the event that either Party
breaches its duties or obligations hereunder, which breach is not cured within thirty
(30) days after written notice is given by the non-breaching party to the breaching
party specifying the breach in reasonable detail. this Agreement may be terminated by
the non-breaching party immediately upon giving written notice to the breaching
party.
c) Non-curable Breaches. In the event MSP commits a non-curable material breach of this
Agreement, then, notwithstanding Section 7(b) above, CPD shall have the option to
terminate this Agreement immediately upon written notice to MSP without an
opportunity to cure, with no further liability to MSP. A particular non-curable material
breach may be deemed to have occurred. By way of example, and not as any
limitation, where MSP or any employee, agent or affiliate:
i)
has misrepresented the prices, terms, or conditions upon which the
manufacturer's warranty, extended warranty, installation services or other
products, promotions, or services are being offered by DIRECTV;
ii) has engaged in signal piracy or theft of satellite signals;
iii) has engaged in or attempted to engage in the sale and distribution of, or
otherwise has used, modified access cards or satellite modems;
iv) has engaged in or attempted to engage in documentable "bait-and-switch"
conversion tactics for services which compete with DIRECTV programming
services;
v) has induced or attempted to induce a customer to switch to a service which
competes with DIRECTV's service;
vi) has received a notice of violation of the terms or conditions of any license or
permit required in the conduct of its business and has failed to correct such
violation within the time period specified in such notice;
5 vii) has knowingly submitted a request for a payment where one is not properly
payable;
viii) has failed at any time to comply with and maintain the insurance requirements set
forth in this Agreement;
ix) has installed or attempted to install, or failed to immediately inform CPD of a
residential programming package at a commercial customer location;
x) has changed or attempted to change identification numbers on customer
accounts to falsely obtain any kind of payment;
xi) has breached the obligations regarding the use of DlRECTV Confidential
Information as described herein; or
xii) has breached its obligation to quality inspect those installations related to
Installations more than once in the twelve (12) month period.
8) Effects of Termination. Upon termination, suspension, or expiration of this Agreement, all
rights and obligations of either party hereunder shall cease without further liability,
effective as of the date of termination, suspension or expiration, unless otherwise stated in
this Agreement and except with respect to liabilities arising prior to termination of this
Agreement. MSP agrees, and agrees to cause its employees and agents, to return to CPD
within ten (10) days after termination of this Agreement all materials (and all copies
thereof) relating to CPD, including, but not limited to, all price and specification
catalogues, all administrative manuals, all sales literature, and any and all other such
materials. Upon termination of this Agreement, MSP agrees that MSP, its employees and
agents immediately shall discontinue the use of any service mark or trademark covered by
this Agreement, as well as the use of any other items involving CPD's or DIRECTV's name,
such as signs, stationery, logos, or business cards, and MSP will not represent itself in any
fashion as a MSP, an agent or representative of CPD or DIRECTV. Upon termination,
suspension or expiration of this Agreement, MSP agrees that it and each of its employees
and agents will promptly return all CPD and DIRECTV owned property in their possession
to CPD by any delivery means reasonably requested by CPD, with the cost of returning
such property to be at MSP's expense. Because of the difficulty in establishing the
improper use of Customer Information and other CPD Confidential Information, as defined
below, MSP agrees that for a period of two years after termination, it shall not, on behalf of
any other provider of multi-channel video service or on its own behalf, solicit any CPD
customer for whom MSP provided Services in accordance with the terms of this
Agreement.
9) Conformance to All Laws. CPD, DIRECTV and MSP shall comply with all applicable
federal, state, county and municipal laws, codes, rules, regulations in the
performance of its obligations under this Agreement, including but not limited to, in
the case of MSP, obtaining all of the necessary licenses and permits required of MSP
by the municipality and state in which the work is being performed and complying
6 with the Occupational Safety and Health Act.
10) Taxes.
a) MSP Taxes. All taxes that may be levied on MSP for services provided under this
Agreement or otherwise shall be the sole responsibility of MSP, including all applicable
taxes on payments made by CPD to MSP pursuant to this Agreement.
b) Contesting of Taxes. MSP shall not contest the levying or assessment of any tax for
customers who are responsible for payment related to the services provided
hereunder without CPD's prior written consent.
11) Insurance. From and after the date of this Agreement:
a) Coverage. MSP shall obtain and maintain general liability insurance with
coverage and limits as follows and agrees to name CPD as an additional insured
and provide CPD with a copy of the relevant insurance policy limit cover page:
i) MSP shall carry a policy (or policies) of Workers Compensation Insurance covering
MSP's employees in each jurisdiction in which MSP is performing work pursuant to
this Agreement. Each such policy shall be on a form approved for use in each state
in which work is being performed and shall provide, at a minimum, statutory
Workers' Compensation coverage and Employer's Liability Insurance at limits of
not less than $500,000.00 per employee per accident for Bodily Injury by Accident,
$500,000.00 per employee per occupational disease and $500,000.00 for all
occupational diseases. If MSP shall be performing work pursuant to this
Agreement in a state known as a "Monopolistic" state, or if MSP has qualified in
any state as a self-insurer, the Employers' Liability coverage for that state may be
attached either to another Workers' Compensation policy or to the Commercial
General Liability coverage.
ii) Commercial General Liability Insurance covering Operations and Premises Liability;
Independent MSPs; Completed Operations; Product Liability; Contractual Liability;
Personal Injury; Property Damage caused by explosion, collapse and underground
damage; and Broad-Form Property Damage. The limits of such liability insurance
shall be no less than $1,000,000.00 combined single limit of liability.
iii) Comprehensive Automobile Liability Insurance covering all owned, hired and
non-owned vehicles, including the loading or unloading thereof, with limits of
no less than $1,000,000.00 combined single limit of liability for automobile
bodily injury and/or property damage.
iv) All Risk Commercial Property Insurance issued on a replacement cost basis, in an
amount sufficient to cover all CPD and DIRECTV-owned property in the care,
custody, and control of MSP. The policy must name CPD as loss payee.
b) Companies. All such insurance shall be carried in companies reasonably satisfactory to
CPD and licensed to do business in the jurisdiction where the obligations of MSP under
this Agreement are to be performed, and the liability policies shall be primary
coverage and shall name CPD, their subsidiaries, employees and affiliates as additional
insured.
7 c) Cancellation. Each policy shall provide that it will not be canceled or materially
amended except after thirty (30) days advance written notice to CPD and DIRECTV,
mailed to the address indicated herein, and the policy, policy endorsements or
certificates of insurance shall so state.
12) CPD Assignment. MSP may not assign its rights and obligations under this
Agreement without the written consent of CPD. Any purported assignment by MSP to
a third party in violation of this Section shall be void effective as of the date the
attempted assignment was made, and CPD shall have the right immediately to
terminate this Agreement upon notice of such attempted assignment without
consent. CPD, in its sole discretion, may assign its rights and obligations under this
Agreement at any time for any purpose.
13) Indemnification. MSP shall indemnify, defend and hold CPD and DIRECTV, their affiliates,
subsidiaries and parent entities and each of their respective directors, officers, employees,
agents, assigns and successors harmless from any and all costs, expenses, liability, claims,
judgments, lawsuits and demands (including attorneys' fees) arising out of (a) the
performance, breach or alleged breach by MSP of its obligations, warranties,
representations or covenants under this Agreement; (b) the negligence or other
wrongdoing, in whole or in part, on the part of any employee, agent, servant, or
representative of MSP in connection with the performance of its obligations under this
Agreement; (c) the termination, disturbance, interruption or other interference with
services of any type of utility or other public or private facility damaged, harmed or
disturbed, or caused to be disturbed, by MSP and any of its agents, servants, employees, or
representatives; (d) any acts or omissions of MSP which would cause the independent MSP
status as provided in Section 18 to be breached. This Section shall survive the termination
or expiration of this Agreement. CPD shall indemnify, defend and hold MSP, its officers,
directors, employees, agents and affiliates harmless of and from any and all costs,
expenses, liability, claims, judgments, lawsuits and demands (including attorneys' fees)
arising out of (a) the performance or breach by CPD of its obligations under this
Agreement; or (b) the active negligence or other wrongdoing on the part of any employee,
agent, servant or representative of CPD in connection with the performance of its
obligations under this Agreement.
14) Independent Contractor. MSP agrees to provide CPD with its FID or Social Security
Number for Form 1099 and agrees that CPD's an independent contractor.
15) Notices. All notices required hereunder shall be in writing and shall be deemed
given when personally delivered, when tele-copied (with confirmation receipt) if
also sent via U.S. first class mail, upon delivery by an overnight courier service, or
upon the date of receipt when sent by certified mail, return receipt requested, to the
following address or to such other address a party may hereafter designate in
writing:
8 a) If to CPD:
Custom Plus Distributing, Inc.
Attn: Mike Munger,
4310 B Street NW,
Auburn, WA 98001
b) If to MSP:
Address 1: __________________________________________
Address 2: __________________________________________
City: __________________ State: _________ Zip: _________
Tel: ______________________ Fax: _____________________
16) Proprietary Information and Confidentiality.
a) Definition. MSP, its employees and agents in carrying out their duties, will have access
to certain trade secrets, marketing data, Customer Information as well as certain
knowledge concerning the business affairs of CPD and DIRECTV(s), including the terms
of this Agreement (collectively "CPD Confidential Information").
b) Restricted Use. Neither MSP, nor its employees and agents may use any CPD
Confidential Information for any reason whatsoever (other than to perform this
Agreement), including, but not limited to, for its own benefit or for the benefit of a
third party. MSP shall ensure that CPD and DIRECTV Confidential Information is
protected with at least the same degree of care MSP uses to protect its own
information of like nature, but no less than a reasonable degree of care, taking into
account the competitive nature of the information. MSP specifically agrees that all
materials (and all copies thereof) relating to CPD, including, but not limited to, all price
and specification catalogues, lists of all former and current CPD customers or prospect
lists supplied by CPD or generated by MSP during the course of this Agreement, all
administrative manuals, all sales literature, and any and all other information or data
related to DIRECTV's programming services, are the exclusive property of CPD and
DIRECTV and are to be used by MSP, its employees and agents solely in the
performance of their obligations and duties as described herein, and that such lists
and other data are to be returned to CPD immediately upon termination of this
Agreement.
c) Confidentiality Agreements. MSP agrees that it will require its employees and, agents
to sign an agreement that protects CPD at least to the same degree as set forth in this
Section before any activity in support of this Agreement is undertaken by such
employee, agent or Approved Subcontractor.
d) No Obligation of Confidentiality. For purposes of this Section, CPD Confidential
Information shall not include information: (i) which becomes generally available to the
public through no wrongful act of MSP; (ii) is already lawfully in the possession of MSP
and not subject to an existing agreement of confidentiality; (iii) is furnished to MSP by
a third party free from any duty of confidentiality to CPD; or (iv) is disclosed pursuant
to the binding order of a government agency or a court so long as MSP provides
notice to CPD prior to any such disclosure and uses reasonable efforts to obtain
9 confidential treatment for the information.
e) Irreparable Damage. MSP acknowledges and agrees that CPD and DIRECTV would be
irreparably damaged if MSP breached any part of this Section and that CPD or
DIRECTV may take any action, including seeking injunctive relief, to prevent MSP's
prospective breach or continuing breach of this Section.
f)
Material Consideration. MSP acknowledges and agrees that MSP's and its employees'
and agents' shall comply with this confidentiality Section is a material consideration to
CPD and DIRECTV in entering into this Agreement and the relationship hereby
created.
17) Limitations on Damages. MSP AND CPD AGREE THAT THERE WILL NOT BE ANY LIABILITY
TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18) Miscellaneous Provisions.
a) Reservation of Rights. All rights not specifically granted to MSP m this Agreement are
expressly reserved to CPD.
b) Authority to Execute. Each party represents to the other that the person executing this
Agreement on such party's behalf has the right, power and authority to enter into this
Agreement and to perform such party's obligations under this Agreement and that
such execution is binding upon such party.
c) Waiver. Any failure to insist on the strict performance of any term or condition of this
Agreement: (i) shall not be deemed a waiver of such term or condition unless the
waiver is reduced to writing and signed by the parties; and (ii) shall not act as a waiver
of the right to insist upon strict performance of that term or condition in the future.
d) Integration. This writing represents the entire agreement and understanding of the
Parties with respect to the subject matter hereof and supersedes all previous
agreements with respect to the same; it may not be altered or amended, except by an
agreement in writing signed by the Parties. Notwithstanding the foregoing, nothing
herein shall be construed to supersede or otherwise affect the Parties' rights and
obligations under the Application for Dealer Status between the Parties.
e) Governing Law. This Agreement shall be governed by the laws of the State of
Washington, without regard to any conflict of law principles.
f)
Jurisdiction, Venue and Alternative Dispute Resolution. In the event of any legal action
involving this Agreement, the parties agree that exclusive venue shall be King County,
WA. Disputes shall be negotiated in good faith for ten (10) days. Unresolvable disputes
will be submitted to mediation within thirty (30) days and if still not resolved to
binding arbitration within ninety (90) days in King County, WA, before a single
arbitrator. All decisions shall be binding and enforced in any Washington Court of
Competent jurisdiction.
10 g) Headings. The headings of paragraphs in this Agreement are for convenience only;
they form no part of this Agreement and shall not affect its interpretation.
h) No Inference Against Author. No provision of this Agreement shall be interpreted
against any party because such party or its legal representative drafted such
provisions.
i)
Severability. If any part of any provision of this Agreement is invalid or unenforceable
under applicable law, the provision shall be ineffective only to the extent of such
invalidity or un-enforceability without in any way affecting the remaining parts of the
provision or this Agreement.
i) Binding Effect. This Agreement is binding upon the parties hereto, and their
respective executors, administrators, heirs, assigns, and successors in interest.
j)
Attorney Fees. In the event of any legal dispute between the parties, both parties shall
be responsible for their own legal fees and expenses.
k) Defined Terms. Any defined terms used in the Exhibits to this Agreement shall have
the meanings given to them in this Agreement.
l)
Counterpart Signatures. This Agreement may be executed in counterparts, all of which
taken together shall constitute one and the same instrument.
m) Survival of Terms. The rights and obligations that, by their terms or nature, extend
beyond the termination or expiration of this Agreement, shall survive any expiration or
termination of this Agreement.
IN WITNESS WHEREOF the duly undersigned asserts that they are the authorized
representatives of the Parties hereto, and have caused this Agreement to be executed as of the
day and year first written above.
FOR MSP:
NAME (Printed): ________________________________________________________
Signature: _____________________________________________________________
Title: ___________________________________________________________________
FOR CPD:
NAME: Mike Munger
Signature: _____________________________________________________________
Title: General Manager
11 W-9
Request for Taxpayer
Identification Number and Certification
Form
(Rev. January 2011)
Department of the Treasury
Internal Revenue Service
Give Form to the
requester. Do not
send to the IRS.
Print or type
See Specific Instructions on page 2.
Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required):
Individual/sole proprietor
C Corporation
S Corporation
Partnership
Trust/estate
Exempt payee
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶
Other (see instructions) ▶
Address (number, street, and apt. or suite no.)
Requester’s name and address (optional)
Custom Plus Distributing, Inc.
4310 'B' Street NW
Auburn, WA 98001
City, state, and ZIP code
List account number(s) here (optional)
Part I
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line
to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Social security number
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.
Employer identification number
Part II
–
–
–
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding, and
3. I am a U.S. citizen or other U.S. person (defined below).
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 4.
Sign
Here
Signature of
U.S. person ▶
Date ▶
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Purpose of Form
A person who is required to file an information return with the IRS must
obtain your correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest
you paid, acquisition or abandonment of secured property, cancellation
of debt, or contributions you made to an IRA.
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to:
1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt
payee. If applicable, you are also certifying that as a U.S. person, your
allocable share of any partnership income from a U.S. trade or business
is not subject to the withholding tax on foreign partners’ share of
effectively connected income.
Note. If a requester gives you a form other than Form W-9 to request
your TIN, you must use the requester’s form if it is substantially similar
to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien,
• A partnership, corporation, company, or association created or
organized in the United States or under the laws of the United States,
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301.7701-7).
Special rules for partnerships. Partnerships that conduct a trade or
business in the United States are generally required to pay a withholding
tax on any foreign partners’ share of income from such business.
Further, in certain cases where a Form W-9 has not been received, a
partnership is required to presume that a partner is a foreign person,
and pay the withholding tax. Therefore, if you are a U.S. person that is a
partner in a partnership conducting a trade or business in the United
States, provide Form W-9 to the partnership to establish your U.S.
status and avoid withholding on your share of partnership income.
Cat. No. 10231X
Form W-9 (Rev. 1-2011)
Page 2
Form W-9 (Rev. 1-2011)
The person who gives Form W-9 to the partnership for purposes of
establishing its U.S. status and avoiding withholding on its allocable
share of net income from the partnership conducting a trade or business
in the United States is in the following cases:
• The U.S. owner of a disregarded entity and not the entity,
• The U.S. grantor or other owner of a grantor trust and not the trust,
and
• The U.S. trust (other than a grantor trust) and not the beneficiaries of
the trust.
Foreign person. If you are a foreign person, do not use Form W-9.
Instead, use the appropriate Form W-8 (see Publication 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities).
Nonresident alien who becomes a resident alien. Generally, only a
nonresident alien individual may use the terms of a tax treaty to reduce
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a “saving clause.” Exceptions
specified in the saving clause may permit an exemption from tax to
continue for certain types of income even after the payee has otherwise
become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception
contained in the saving clause of a tax treaty to claim an exemption
from U.S. tax on certain types of income, you must attach a statement
to Form W-9 that specifies the following five items:
1. The treaty country. Generally, this must be the same treaty under
which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption
from tax.
5. Sufficient facts to justify the exemption from tax under the terms of
the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an
exemption from tax for scholarship income received by a Chinese
student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if his or her stay in
the United States exceeds 5 calendar years. However, paragraph 2 of
the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows
the provisions of Article 20 to continue to apply even after the Chinese
student becomes a resident alien of the United States. A Chinese
student who qualifies for this exception (under paragraph 2 of the first
protocol) and is relying on this exception to claim an exemption from tax
on his or her scholarship or fellowship income would attach to Form
W-9 a statement that includes the information described above to
support that exemption.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS a percentage
of such payments. This is called “backup withholding.” Payments that
may be subject to backup withholding include interest, tax-exempt
interest, dividends, broker and barter exchange transactions, rents,
royalties, nonemployee pay, and certain payments from fishing boat
operators. Real estate transactions are not subject to backup
withholding.
You will not be subject to backup withholding on payments you
receive if you give the requester your correct TIN, make the proper
certifications, and report all your taxable interest and dividends on your
tax return.
Payments you receive will be subject to backup
withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the Part II
instructions on page 3 for details),
3. The IRS tells the requester that you furnished an incorrect TIN,
4. The IRS tells you that you are subject to backup withholding
because you did not report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to
backup withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding.
See the instructions below and the separate Instructions for the
Requester of Form W-9.
Also see Special rules for partnerships on page 1.
Updating Your Information
You must provide updated information to any person to whom you
claimed to be an exempt payee if you are no longer an exempt payee
and anticipate receiving reportable payments in the future from this
person. For example, you may need to provide updated information if
you are a C corporation that elects to be an S corporation, or if you no
longer are tax exempt. In addition, you must furnish a new Form W-9 if
the name or TIN changes for the account, for example, if the grantor of a
grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you
make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of
federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on
your income tax return. However, if you have changed your last name,
for instance, due to marriage without informing the Social Security
Administration of the name change, enter your first name, the last name
shown on your social security card, and your new last name.
If the account is in joint names, list first, and then circle, the name of
the person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your income
tax return on the “Name” line. You may enter your business, trade, or
“doing business as (DBA)” name on the “Business name/disregarded
entity name” line.
Partnership, C Corporation, or S Corporation. Enter the entity's name
on the “Name” line and any business, trade, or “doing business as
(DBA) name” on the “Business name/disregarded entity name” line.
Disregarded entity. Enter the owner's name on the “Name” line. The
name of the entity entered on the “Name” line should never be a
disregarded entity. The name on the “Name” line must be the name
shown on the income tax return on which the income will be reported.
For example, if a foreign LLC that is treated as a disregarded entity for
U.S. federal tax purposes has a domestic owner, the domestic owner's
name is required to be provided on the “Name” line. If the direct owner
of the entity is also a disregarded entity, enter the first owner that is not
disregarded for federal tax purposes. Enter the disregarded entity's
name on the “Business name/disregarded entity name” line. If the owner
of the disregarded entity is a foreign person, you must complete an
appropriate Form W-8.
Note. Check the appropriate box for the federal tax classification of the
person whose name is entered on the “Name” line (Individual/sole
proprietor, Partnership, C Corporation, S Corporation, Trust/estate).
Limited Liability Company (LLC). If the person identified on the
“Name” line is an LLC, check the “Limited liability company” box only
and enter the appropriate code for the tax classification in the space
provided. If you are an LLC that is treated as a partnership for federal
tax purposes, enter “P” for partnership. If you are an LLC that has filed a
Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for
C corporation or “S” for S corporation. If you are an LLC that is
disregarded as an entity separate from its owner under Regulation
section 301.7701-3 (except for employment and excise tax), do not
check the LLC box unless the owner of the LLC (required to be
identified on the “Name” line) is another LLC that is not disregarded for
federal tax purposes. If the LLC is disregarded as an entity separate
from its owner, enter the appropriate tax classification of the owner
identified on the “Name” line.
Page 3
Form W-9 (Rev. 1-2011)
Other entities. Enter your business name as shown on required federal
tax documents on the “Name” line. This name should match the name
shown on the charter or other legal document creating the entity. You
may enter any business, trade, or DBA name on the “Business name/
disregarded entity name” line.
Exempt Payee
If you are exempt from backup withholding, enter your name as
described above and check the appropriate box for your status, then
check the “Exempt payee” box in the line following the “Business name/
disregarded entity name,” sign and date the form.
Generally, individuals (including sole proprietors) are not exempt from
backup withholding. Corporations are exempt from backup withholding
for certain payments, such as interest and dividends.
Note. If you are exempt from backup withholding, you should still
complete this form to avoid possible erroneous backup withholding.
The following payees are exempt from backup withholding:
1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2),
2. The United States or any of its agencies or instrumentalities,
3. A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities,
4. A foreign government or any of its political subdivisions, agencies,
or instrumentalities, or
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation,
7. A foreign central bank of issue,
8. A dealer in securities or commodities required to register in the
United States, the District of Columbia, or a possession of the United
States,
9. A futures commission merchant registered with the Commodity
Futures Trading Commission,
10. A real estate investment trust,
11. An entity registered at all times during the tax year under the
Investment Company Act of 1940,
12. A common trust fund operated by a bank under section 584(a),
13. A financial institution,
14. A middleman known in the investment community as a nominee or
custodian, or
15. A trust exempt from tax under section 664 or described in section
4947.
The following chart shows types of payments that may be exempt
from backup withholding. The chart applies to the exempt payees listed
above, 1 through 15.
IF the payment is for . . .
THEN the payment is exempt
for . . .
Interest and dividend payments
All exempt payees except
for 9
Broker transactions
Exempt payees 1 through 5 and 7
through 13. Also, C corporations.
Barter exchange transactions and
patronage dividends
Exempt payees 1 through 5
Payments over $600 required to be Generally, exempt payees
reported and direct sales over
1 through 7 2
1
$5,000
1
2
See Form 1099-MISC, Miscellaneous Income, and its instructions.
However, the following payments made to a corporation and reportable on Form
1099-MISC are not exempt from backup withholding: medical and health care
payments, attorneys' fees, gross proceeds paid to an attorney, and payments for
services paid by a federal executive agency.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and
you do not have and are not eligible to get an SSN, your TIN is your IRS
individual taxpayer identification number (ITIN). Enter it in the social
security number box. If you do not have an ITIN, see How to get a TIN
below.
If you are a sole proprietor and you have an EIN, you may enter either
your SSN or EIN. However, the IRS prefers that you use your SSN.
If you are a single-member LLC that is disregarded as an entity
separate from its owner (see Limited Liability Company (LLC) on page 2),
enter the owner’s SSN (or EIN, if the owner has one). Do not enter the
disregarded entity’s EIN. If the LLC is classified as a corporation or
partnership, enter the entity’s EIN.
Note. See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately.
To apply for an SSN, get Form SS-5, Application for a Social Security
Card, from your local Social Security Administration office or get this
form online at www.ssa.gov. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can apply for
an EIN online by accessing the IRS website at www.irs.gov/businesses
and clicking on Employer Identification Number (EIN) under Starting a
Business. You can get Forms W-7 and SS-4 from the IRS by visiting
IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).
If you are asked to complete Form W-9 but do not have a TIN, write
“Applied For” in the space for the TIN, sign and date the form, and give
it to the requester. For interest and dividend payments, and certain
payments made with respect to readily tradable instruments, generally
you will have 60 days to get a TIN and give it to the requester before you
are subject to backup withholding on payments. The 60-day rule does
not apply to other types of payments. You will be subject to backup
withholding on all such payments until you provide your TIN to the
requester.
Note. Entering “Applied For” means that you have already applied for a
TIN or that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must
use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or
resident alien, sign Form W-9. You may be requested to sign by the
withholding agent even if item 1, below, and items 4 and 5 on page 4
indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I
should sign (when required). In the case of a disregarded entity, the
person identified on the “Name” line must sign. Exempt payees, see
Exempt Payee on page 3.
Signature requirements. Complete the certification as indicated in
items 1 through 3, below, and items 4 and 5 on page 4.
1. Interest, dividend, and barter exchange accounts opened
before 1984 and broker accounts considered active during 1983.
You must give your correct TIN, but you do not have to sign the
certification.
2. Interest, dividend, broker, and barter exchange accounts
opened after 1983 and broker accounts considered inactive during
1983. You must sign the certification or backup withholding will apply. If
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the
certification before signing the form.
3. Real estate transactions. You must sign the certification. You may
cross out item 2 of the certification.
Page 4
Form W-9 (Rev. 1-2011)
4. Other payments. You must give your correct TIN, but you do not
have to sign the certification unless you have been notified that you
have previously given an incorrect TIN. “Other payments” include
payments made in the course of the requester’s trade or business for
rents, royalties, goods (other than bills for merchandise), medical and
health care services (including payments to corporations), payments to
a nonemployee for services, payments to certain fishing boat crew
members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of
secured property, cancellation of debt, qualified tuition program
payments (under section 529), IRA, Coverdell ESA, Archer MSA or
HSA contributions or distributions, and pension distributions. You
must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
For this type of account:
Give name and SSN of:
1. Individual
2. Two or more individuals (joint
account)
The individual
The actual owner of the account or,
if combined funds, the first
1
individual on the account
3. Custodian account of a minor
(Uniform Gift to Minors Act)
The minor
4. a. The usual revocable savings
trust (grantor is also trustee)
b. So-called trust account that is
not a legal or valid trust under
state law
5. Sole proprietorship or disregarded
entity owned by an individual
6. Grantor trust filing under Optional
Form 1099 Filing Method 1 (see
Regulation section 1.671-4(b)(2)(i)(A))
For this type of account:
The grantor-trustee
7. Disregarded entity not owned by an
individual
8. A valid trust, estate, or pension trust
The owner
2
The actual owner
The owner
The grantor*
Give name and EIN of:
Legal entity
4
The corporation
13. Account with the Department of
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
14. Grantor trust filing under the Form
1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
Regulation section 1.671-4(b)(2)(i)(B))
The public entity
2
3
1
3
9. Corporation or LLC electing
corporate status on Form 8832 or
Form 2553
10. Association, club, religious,
charitable, educational, or other
tax-exempt organization
11. Partnership or multi-member LLC
12. A broker or registered nominee
1
1
The organization
The partnership
The broker or nominee
Note. If no name is circled when more than one name is listed, the
number will be considered to be that of the first name listed.
Secure Your Tax Records from Identity Theft
Identity theft occurs when someone uses your personal information
such as your name, social security number (SSN), or other identifying
information, without your permission, to commit fraud or other crimes.
An identity thief may use your SSN to get a job or may file a tax return
using your SSN to receive a refund.
To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer.
If your tax records are affected by identity theft and you receive a
notice from the IRS, respond right away to the name and phone number
printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you
think you are at risk due to a lost or stolen purse or wallet, questionable
credit card activity or credit report, contact the IRS Identity Theft Hotline
at 1-800-908-4490 or submit Form 14039.
For more information, see Publication 4535, Identity Theft Prevention
and Victim Assistance.
Victims of identity theft who are experiencing economic harm or a
system problem, or are seeking help in resolving tax problems that have
not been resolved through normal channels, may be eligible for
Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
Protect yourself from suspicious emails or phishing schemes.
Phishing is the creation and use of email and websites designed to
mimic legitimate business emails and websites. The most common act
is sending an email to a user falsely claiming to be an established
legitimate enterprise in an attempt to scam the user into surrendering
private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access
information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS,
forward this message to phishing@irs.gov. You may also report misuse
of the IRS name, logo, or other IRS property to the Treasury Inspector
General for Tax Administration at 1-800-366-4484. You can forward
suspicious emails to the Federal Trade Commission at: spam@uce.gov
or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT
(1-877-438-4338).
Visit IRS.gov to learn more about identity theft and how to reduce
your risk.
The trust
List first and circle the name of the person whose number you furnish. If only one person on a
joint account has an SSN, that person’s number must be furnished.
Circle the minor’s name and furnish the minor’s SSN.
You must show your individual name and you may also enter your business or “DBA” name on
the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you
have one), but the IRS encourages you to use your SSN.
4
List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the
personal representative or trustee unless the legal entity itself is not designated in the account
title.) Also see Special rules for partnerships on page 1.
*Note. Grantor also must provide a Form W-9 to trustee of trust.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with
the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation
of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS,
reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District
of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies
to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to
file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a
TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
INSURANCE SET-UP SHEET
In order to complete your MASTER SERVICE PROVIDER application process, the following information and
insurance levels need to be applied to your General Liability Insurance Certificate of Coverage. A copy of the
updated form with current date should be included with your application paperwork.
1
ALL RISK COMMERCIAL PROPERTY
All Risk Commercial Property Insurance issued on a replacement cost basis, in an amount sufficient to cover all
CPD and DIRECTV-owned property in the care, custody, and control of Dealer.
THIS SHOULD LIST:
2
CPD as both a CERTIFICATE HOLDER and ADDITIONAL INSURED:
CUSTOM PLUS DISTRIBUTING, 4310 B Street NW, Auburn, WA 98001
LEVELS: COMMERCIAL GENERAL LIABILITY
Commercial General Liability Insurance covering Operations and Premises Liability; Independent MSPs;
Completed Operations; Product Liability; Contractual Liability; Personal Injury; Property Damage caused by
explosion, collapse and underground damage; and Broad-Form Property Damage.
$1,000,000.00 combined single limit of liability.
3
LEVELS: COMPREHENSIVE AUTOMOBILE
Comprehensive Automobile Liability Insurance covering all owned, hired and non-owned vehicles, including the
loading or unloading thereof.
$1,000,000.00 combined single limit of liability for automobile, bodily injury and/or property damage.
4
LEVELS: WORKER’S COMPENSATION AND
EMPLOYER’S LIABILITY INSURANCE
$500,000 per employee per accident for BODILY INJURY by ACCIDENT
$500,000 per employee per OCCUPATIONAL DISEASE
$500,000 per employee for ALL OCCUPATION DISEASE
CPD-DIRECTV
DEALER COMPENSATION PROGRAM
APPLIES TO NEW ACCOUNTS ONLY
PROFIT WITH 4 WAYS TO GET PAID:
1
2
RECEIVER
COMPENSATION
Receiver 1 Or 2 On New Account
HD DVR on New Account
HD Receiver on New Account
Dealer Paid Customer Pays
$0.00
$160.00
$0.00
$85.00
Additional Receivers On New Account Dealer Paid Customer Pays
$199.00
$0.00
HD DVR on New Account
$99.00
$0.00
HD Receiver on New Account
3
Receiver #
Receiver 1
Receiver 2
Receiver 3
Receiver 4
Dealer Paid
$75.00
$18.75
$18.75
$18.75
Receiver #
Receiver 5
Receiver 6
Receiver 7+
Item
Dish
LNB
Power inserter
Internet Connect
4
INSTALLATION
COMPENSATION
Dealer Paid
$18.75
$18.75
$0.00
HARDWARE
COMPENSATION
Dealer Paid
$45.00
$60.00
$11.00
$41.00
$157.00 Total
PROGRAMMING
COMPENSATION
Program Packages
Choice Extra Package
Choice Ultimate
Premiere Package
Dealer Paid
$168.75
$168.75
$168.75
PROFITABILITY ANALYSIS EXAMPLE
HD DVR
HD Receiver 1
HD Receiver 2
HD Receiver 3
Hardware
Installation
Programming
Customer Pays Compensation Total Incoming
$160.00
$160.00
$0.00
$85.00
$85.00
$0.00
$99.95
$0.00
$99.95
$99.95
$0.00
$99.95
$157.00
$157.00
$0.00
$131.25
$131.25
$0.00
$168.75
$168.75
$0.00
$901.90
$702.00
$199.90
Dealer Cost
($199.00)
($99.00)
($99.00)
($99.00)
($168.38)
($0.00)
($0.00)
($664.38)
TOTAL
PROFIT
$237.52
CHARGEBACKS TO DEALERS
EARLY DISCONNECTS:
If customer disconnects within the first
12 months of service, you will be assessed
a charge back for programming, hardware,
and installation compensation.
Risk Period
First 180 days
181-270 days
271-365 days
Charge back %
100%
50%
25%
DIRECTV SERVICE CALL:
If your customer requires a service call
from a DirecTV service technician
within the first 90 days, you will be
assessed a charge back.
DOWN-GRADE ADJUSTMENT:
If your customer down-grades their
advanced programming package in the
first 120 days, you will be assessed a charge
back for the difference in compensation.
Risk Period
First 90 days
Risk Period
First 120 days
Charge back $
$100
Charge back $
$15-$93.75
DIRECTV PROCESS
Direct TV Master Service Provider DEALER TRAINING
Once Approved, Dealer is trained on Direc TV program on installation, hardware,
paperwork procedure, web site, customer follow up, compensation/chargeback.
Present Direct TV and Customer Decision to Buy is Positive
Dealer presents DirecTV to a potential customer, who agrees to home installation.
Programming Package, Customer Information, Auto Bill-Pay
Dealer confirms the DirecTV programming package and completes the
customer information sheet and forwards it on to CPD (via fax or email) to process.
The dealer needs to ensure the customer signs up for auto bill pay.
Custom Plus Order Processing
CPD runs the paperwork and gets back to dealer on the approval status on the customer.
Dealer should allow 48-72 hours for a credit check to be completed.
Hardware Pick-up, Installation, Activation
Dealer picks up hardware needed to install the system from CPD, and installs the DirecTV system.
Dealer then activates the system by activating receiver cards via phone with DirecTV.
Direct TV Customer System Education and Q&A
Dealer covers programming and system Q/A with the customer on the system.
The dealer will ensure the customer is thoroughly educated on the system and has the
customer sign off on the Customer Satisfaction form.
Complete Job: Lease Agreement, Contact Information
The dealer MUST have the customer sign the 2 year DirecTV Lease Agreement form
and return the white copy to CPD and the yellow stays with the customer. The dealer also programs
in their phone number into the customer’s phones for any possible service issues that may arise.
Mandatory 2x2x2 Follow-Up Program
dealer must follow up with their customer using the 2X2X2 program.
This a process where you call and follow up, with customer on their DirecTV system
2 days after the install, 2 weeks later and 2 months later.
Dealer Compensation
The dealer will be compensated for the install of the system after CPD is paid from DirecTV.
This process usually takes about two weeks from installation of the DirecTV system.
CUSTOMER INFOMATION FORM
DEALER/INSTALLER INFORMATION
Dealer Name:
City:
State:
Zip:
CUSTOMER INFORMATION
First Name:
Contact Phone:
Last Name:
INSTALLATION ADDRESS
Street Address:
Apt #/Unit:
City:
State:
Zip:
State:
Alternate Phone:
Issuing State:
Zip:
BILLING ADDRESS
Street Address:
Apt #/Unit:
City:
Install Phone:
Driver License #:
Email:
CREDIT CHECK INFORMATION
Social Security #:
Date of Birth:
-or- Tax ID #:
CREDIT CARD INFORMATION
Name on Card:
Credit Card #:
VISA/ MC AMEX DISCOVER (Circle One)
Expiration:
CV V Code:
CREDIT CARD BILLING ADDRESS
Street Address:
Apt #/Unit:
City:
State:
Zip:
8810013039
1A
1A
8810013039
DIRECTV EQUIPMENT LEASE AGREEMENT
Check here if you are a new DIRECTV customer
Check here if you are current DIRECTV customer upgrading or adding boxes
Thanks for choosing DIRECTV! This Equipment Lease Agreement (ELA) has important terms and conditions regarding your lease of equipment. By
“equipment,” we mean the receiver or “box,” access card in the box, and remote control (not the dish and/or cabling). You received the DIRECTV Customer
Agreement with your DIRECTV Order Confirmation. The Customer Agreement, together with this ELA, comprise the terms of your service agreement with
DIRECTV. Please be sure to read and keep copies of both. They are also available at www.directv.com/legal.
You understand and agree that you did not buy the equipment, do not own the equipment, and must use and return the equipment as explained in your service
agreement with DIRECTV. The equipment you lease may be new or reconditioned.
PA RT ONE:
Part One of this agreement only applies to new customers, or to our existing customers who decide to upgrade or add an additional box (or boxes) to their
account. If you received this agreement in connection with simply replacing like for like boxes (e.g., standard definition for standard definition, HD for HD),
please skip to Part Two below, which applies to all customers.
PROGRAMMI NG AGREEMENT AND TERM. To keep costs down for you, we provide dishes and standard installation at reduced or no cost. In exchange,
we ask that you remain a customer for a specified period of time. Specifically, you agree that within 30 days of getting DIRECTV equipment (either provided
to you or installed professionally), you will activate your boxes and subscribe to a base level of programming valued at $29.99/mo or above, which may
consist of a DIRECTV base programming package (English or Spanish language); Jadeworld; OR, a qualifying international-language a la carte service bundled
with either BASIC CHOICE or PREFERRED CHOICE. If you selected a DVR, you also agree to activate DVR service ($7/mo.). Whole-Home DVR service is
additional ($3/mo.). If you selected an HD box, you also agree to activate HD Access ($10/mo.). If you selected an HD-DVR box, you agree to activate both
DVR service and HD Access. If you do not activate each box, you agree that DIRECTV or the authorized retailer from whom you obtained the equipment may
charge you $150 per box as liquidated damages. You ag ree to continuously maintain the mi nimum level of programming wi th us as follows:
New customers: 24 consecutive months. Existing customers: 24 consecutive months for DVR, HD and/or HD-DVR box es, or 12 consecuti ve months
for standard bo xes.
THIS AGREEMENT TO MAINTAIN PROGRAMMING IS SEPARATE AND DIFFERENT FROM ANY OTHER YOU MAY HAVE MADE WITH DIRECTV AND IS
FULLY ENFORCEABLE UNDER THESE TERMS.
EA RLY CANCELLATION FE E. If you do not maintain your base level of programming for the full term, we will charge you an early cancellation fee. The
maximum fee is $480 for new customers, $480 for existing customers with DVR, HD and/or HD-DVR boxes, or $240 for existing customers with only standard
boxes. We prorate the fee, so for each month you’ve fulfilled your programming term agreement, we deduct $20 from the fee (i.e., if you have fulfilled 14 mos.
of a 24 mo. agreement, your ECF would be $480 - $20 x 14, or $200). We reserve the right to charge this fee to the credit or debit card you have on file with
us. We do not charge an ECF if you decide to cancel your DVR Service or HD Access early, so long as you maintain the base level of programming. However,
upon cancellation of DVR Service and/or HD Access, you are required to return the equipment used in connection with these services to DIRECTV as described
in Part Two below.
PA RT TWO:
MONTHLY FEES F OR ADDIT IONA L BOXE S. There is no additional monthly fee for one box. If you have 2 boxes, the fee is $6/mo. For the 3rd and each
other box on your account, you are charged either a lease fee for rental of the box or an additional TV authorization fee of $6/mo. per box, depending on whether
you lease or own the additional boxes. Sales, use or other taxes may apply. Fees are subject to change at any time.
WA RRANTY DI SCLA IMER. You are responsible for the loss of, damage to or the entire cost of any necessary service or repair of the leased DIRECTV
equipment. You have no right to sell, give away, transfer, pledge, mortgage, alter or tamper with the equipment. DIRECTV PROVIDES THE EQUIPMENT AS
IS AND WITH ALL FAULTS. YOU BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE EQUIPMENT. DIRECTV MAKES NO
WARRANTY, EITHER EXPRESS OR IMPLIED, REGARDING THE EQUIPMENT PROVIDED TO YOU. ALL SUCH WARRANTIES, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED UNLESS
OTHERWISE PROHIBITED BY YOUR STATE’S LAW. DIRECTV IS NOT RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
RELATING TO THE EQUIPMENT PROVIDED TO YOU.
CUS TOM ER SE RVICE. In the event your leased equipment does not operate, please contact DIRECTV at 1-800-531-5000.
EQUIPM ENT RETURN, NON-RE TURN FE ES. If you cease to be our customer (whether voluntarily or involuntarily), you must contact DIRECTV within 7
days of termination of your base level of programming to arrange for an equipment return kit or kits, and instructions on how to return your leased equipment
(boxes, access cards and remotes). Leased equipment must be returned in good working order, normal wear and tear excepted. If we haven’t received your
equipment within 21 days of termination of your base level of programming, or if the equipment is returned in damaged condition, we will charge you $45 for
each standard box, $175 for each DVR box, $125 for each HD box, and $250 for each HD-DVR, so please promptly attend to your equipment return. We reserve
the right to charge these fees to the credit or debit card you have on file with us. If you are leasing a DVR, HD or HD-DVR box and decide to terminate DVR
service or HD Access or both, as applicable, you agree to return that advanced equipment (and replace with standard box(es) if you are not terminating your
base level of programming), in accordance with this paragraph or we will you charge you the stated fees. Visit DIRECTV.com or call 1-800-531-5000 for details.
ARBI TRATION. You and DIRECTV agree that both parties will resolve any dispute under this ELA, the DIRECTV Customer Agreement, or regarding your
DIRECTV service, through binding arbitration as fully set forth in the DIRECTV Customer Agreement.
AUTOMATIC PAYMENT REA UTHORIZ ATI ON. If you enrolled in auto-bill pay when signing up for service over the phone or through a retailer, by signing
below, you confirm and reauthorize automatic payments for your DIRECTV service to the credit or debit card or bank account that you selected.
BY SIGNING I AUTHORIZE AND AGREE THAT DIRECTV MAY, AT ITS SOLE OPTION, CHARGE THE FEES DESCRIBED HEREIN. I WARRANT THAT I AM
18 YEARS OLD OR OLDER AND THAT ALL INFORMATION SUPPLIED BY OR ABOUT ME IS ACCURATE. I AGREE TO THE ABOVE TERMS AND
CONDITIONS.
Customer Signature
Customer Signature
White copy: HSP Office Yellow copy: Customer
CIA (1111)
(10/09)
Print Name
Print Name
Date
Date
2009 DIRECTV,
DIRECTV,Inc.
Inc.
2011
CUSTOMER INSTALLATION SIGN-OFF SHEET
Please take a moment to examine the list below and place a check mark in the space provided to
indicate that each item has been fulfilled. If you find an item in the Education Checklist that has not
been explained, please prompt the installer to provide a thorough explanation. Enter N/A (not
applicable) for any sections that are not relevant to your installation.
INSTALLATION CHECKLIST:
A representative explained what is included in a Standard Professional Installation before the
installer arrived.
The installer who completed my installation:
o Was on time (arrived within the scheduled appointment window).
o Had a neat appearance
o Had proper identification
o Explained the installation process prior to starting any work
o Performed a site survey with me, indicating where the satellite antenna would be
positioned
o Explained any additional installation charges before starting work
o Called a DIRECTV representative and confirmed that programming was active
o Explained the importance of the telephone hook-up
o Explained that I must maintain a working telephone line connected to all my DIRECTV
system receivers
o Cleaned up any mess made during installation
o Provided his/her company name and telephone number to contact if any problems
with the installation arise
o Left a copy of the owners manual and reviewed what it covers
o Ensured that the service provider’s Customer Agreement contained the Account
Holder’s signature.
DIRECTV SYSTEM EDUCATION CHECKLIST:
The installer thoroughly explained how to operate my system and remote control including
how to:
o Turn the system, television, DVD player, etc (if applicable) on and off using remote control
o Change channels on the system and the television
o Turn the volume up and down using remote control
o Set up parental controls (“Locks and Limits”) and favorite channel lists
o Access and navigate the on-screen programming guide and how to check my on-screen
signal strength
o Purchase pay-per-view programming with my remote control
o Switch between my DIRECTV programming and off-air antenna/cable channels
o Record DIRECTV programming with any other devices (if applicable)
Would you recommend a professional installation to a friend or neighbor?
(Circle one) YES
NO
Customer Signature: _______________________________________Date: _________________
Company Installing: _________________________________________________