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Assignment Agreement - Inc. and E-MarketPro LLC


      This Amended and Restated Assignment Agreement is made as of November 3,
2000 (the "Effective Date") by PURCHASEPRO.COM, INC., a Nevada corporation whose
address is 3291 N. Buffalo Drive, Las Vegas, Nevada 89129 ("PurchasePro"), and
E-MARKETPRO, LLC, a Kentucky limited liability company whose address is 2623
Regency Road, Lexington, Kentucky, 40503 ("E-MarketPro"). This Amended and
Restated Assignment Agreement amends and restates in its entirety that certain
Assignment Agreement between the parties dated as of August 17, 2000.


      WHEREAS, PurchasePro (under its prior name Purchase Pro International,
Inc.) and E-MarketPro are parties to an Agreement dated the 1st day of February
1999 (as amended, the "Marketing Agreement"), pursuant to which E-MarketPro was
granted certain exclusive and non-exclusive rights to market and promote
subscriptions to access and use PurchasePro's business-to-business bidding and
procurement environment (the "PurchasePro Solution") on the terms set forth

      WHEREAS, PurchasePro and E-MarketPro desire to terminate the Marketing
Agreement; and

      WHEREAS, E-MarketPro desires to assign to PurchasePro, and PurchasePro
desires to accept, certain contract rights of E-MarketPro and the rights to
E-MarketPro's name and other registered and unregistered trademarks, trade-names
and other intellectual property and all goodwill associated therewith
(collectively, the "E-MarketPro Trademarks");

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:


1.1 The parties mutually agree to, and do hereby, novate and terminate the
Marketing Agreement as of the Effective Date in all respects; thus, as of the
Effective Date, the Marketing Agreement is of no force or effect. Each party
acknowledges and agrees that the other party has fully performed its obligations
and responsibilities under the Marketing Agreement and any non-performance or
partial performance of the Marketing Agreement by the other party is hereby
waived. Without limiting the generality of the foregoing, the parties
acknowledge and agree that:

      A. All rights granted under the Marketing Agreement to market and promote
subscriptions to access and use the PurchasePro Solution shall revert back to
PurchasePro as of the Effective Date.

      B. Pursuant to E-MarketPro's marketing efforts under the Marketing
Agreement, the parties hereto executed a Software Agency and Services Agreement
dated May 3, 1999 with, Inc. (the "Zoomtown Agreement"). Although
the Zoomtown Agreement amended the Marketing Agreement in certain respects,
termination of the Marketing Agreement shall not affect or amend the Zoomtown
Agreement, per se (see Section 1.2).

      C. The Marketing Agreement provides for certain amounts to be paid to
E-MarketPro. The parties agree to offset these amounts against the total
indebtedness of E-MarketPro for purposes of clause (i) of Section 1.4.

      D. Under the Marketing Agreement, E-MarketPro was granted the right to
receive certain options to purchase common stock of PurchasePro as certain
conditions were met. All such options are cancelled and all rights of
E-MarketPro to earn or receive options under the Marketing Agreement are

      E. E-MarketPro shall not have, and hereby waives, any right or claim under
the Marketing Agreement or otherwise to compensation for its efforts to market
and promote the PurchasePro Solution or for or with respect to any PurchasePro
customers or subscriptions to access and use the PurchasePro Solution that,
directly or indirectly, were, or in the future are, obtained by reason of or
arising from those efforts in whole or part.

1.2 E-MarketPro hereby assigns and delegates to PurchasePro, and PurchasePro
hereby accepts, all of E-MarketPro's interests, rights and obligations (i) under
the Zoomtown Agreement and (ii) in and to the E-MarketPro Trademarks. In this

      A. Said assignment is subject to the prior consent of Zoomtown, Inc., as
provided in Section 12 of the Zoomtown Agreement (captioned "Assignment") and
any other party to any E-MarketPro Agreement, the assignment of which hereunder
is subject to such party's prior written consent. The parties will cooperate to
obtain such consent as soon as practicable.

      B. Said assignment includes all rights of E-MarketPro to receive payment
under the Zoomtown Agreement, including payments, if any, accrued but not yet
paid or otherwise owing with respect to periods prior to the Effective Date.
PurchasePro agrees, however, that E-MarketPro may retain any payments already
received under the Zoomtown Agreement.

      C. Said assignment notwithstanding, E-MarketPro shall continue to be bound
by and agrees to comply fully with its obligations under Section 15 of the
Zoomtown Agreement (captioned "Confidentiality and Non-Disclosure"), and with
any other term or provision imposing an obligation on E-MarketPro to hold
information confidential as set forth in any E-MarketPro Agreement.

      D. Said assignment may be witnessed by one or more additional instruments
or documents to effectively convey the E-MarketPro Trademarks, all of which
E-MarketPro hereby agrees to fully execute and deliver as requested by

1.3 As the consideration for the termination of the Marketing Agreement and the
assignment of the E-MarketPro Trademarks, PurchasePro shall issue to E-MarketPro
(i) on the date of satisfaction of all conditions set forth herein ("Closing
Date"), 100,000 shares of the common stock of PurchasePro, subject to adjustment
as set forth in Section 1.5, and (ii) on the first anniversary of the date
hereof, such shares as determined pursuant to Section 1.4 (the "Subject
Shares"). The issuance of those Subject Shares to be issued pursuant to clause
(i) above shall occur promptly after the consent to the assignment referenced in
Section 1.2A is obtained.

1.4 On the first anniversary of the Closing Date, as additional consideration
hereunder, PurchasePro shall issue to E-MarketPro that number of shares of the
common stock of PurchasePro determined as follows: (i) 100,000 shares of the
common stock of PurchasePro times a fraction the numerator of which is the
aggregate amount of all payments for which Referred Customers (defined below)
are obligated to make to PurchasePro pursuant to bona fide contracts entered
into with PurchasePro as of such date and the denominator of which is
$1,440,000, provided the result thereof shall not exceed 100,000 shares, less
(ii) such number of shares having a value as of the date hereof equal to the
total amount of all indebtedness of E-MarketPro to PurchasePro as of the date
hereof less any amounts owing from PurchasePro to E-MarketPro as of the date
hereof. For purposes hereof, a "Referred Customer" shall refer to any existing
customer purchasing a new product or service hereafter and any new customer with
respect to either of which E-MarketPro would have received consideration under
the Marketing Agreement absent termination thereof pursuant to this Agreement.

1.5 The obligation of PurchasePro to issue shares to E-MarketPro pursuant to
this Agreement shall be subject to (i) receipt of approval from PurchasePro's
Board of Directors or any committee thereof upon which authority to approve such
issuance has been duly conferred by the Board of Directors, (ii) receipt of
Zoomtown's consent pursuant to Section 1.2(A) above, and (iii) the execution of
a non-competition agreement in a form acceptable to PurchasePro by Brad Redmon
and Rick Redmon. The number of shares to be issued to E-MarketPro pursuant to
clause (i) of Section 1.3 shall be adjusted, if equitable, as mutually agreed by
the parties hereto in the event Zoomtown does not consent to the assignment of
the Zoomtown Agreement as contemplated herein. In the event that the Board or
Directors or any applicable committee thereof does not approve the issuance of
shares hereunder, neither party shall be obligated hereunder and the Marketing
Agreement shall not be terminated and shall remain in full force and effect.

1.6 If PurchasePro's issued and outstanding common shares are increased or
decreased or are changed into or exchanged for a different number or kind of
shares or securities as the result of any one or more reorganizations,
recapitalizations, stock splits, reverse stock splits, stock dividends or the
like, an appropriate adjustment shall be made in the number and/or type of
shares or securities subject to issuance under Section 1.4. In

the event prior to the issuance of shares under Section 1.4 of (i) any
consolidation, merger or reorganization of PurchasePro with another entity in
which PurchasePro is not the surviving entity, (ii) any liquidation or
dissolution of PurchasePro, or (iii) any distribution to shareholders in
connection with a sale of all or a major part of PurchasePro's assets, then
PurchasePro shall notify E-MarketPro in writing of such transaction or
distribution at least ten (10) business days prior to consummation thereof and
make appropriate provision in connection with such transaction or distribution
for PurchasePro's obligations under Section 1.4 of this Agreement.


2.1 PurchasePro represents and warrants to E-MarketPro that:

      A. PurchasePro is a corporation duly organized, in good standing and
validly existing under the laws of the State of Nevada. The execution, delivery
and performance of this Agreement by PurchasePro has been duly authorized.

      B. The Subject Shares will be validly issued, fully paid and
non-assessable but shall be subject to all applicable restrictions on transfer
under state or federal securities laws.

2.2 E-MarketPro represents and warrants to PurchasePro that:

      A. E-MarketPro is a limited liability company duly organized, in good
standing and validly existing under the laws of the State of Kentucky. The
execution, delivery and performance of this Agreement by E-MarketPro has been
duly authorized.

      B. E-MarketPro is aware of PurchasePro's business affairs and financial
condition, has had sufficient opportunity to ask questions of and receive
answers from representatives of PurchasePro and has acquired sufficient
information about PurchasePro to reach an informed and knowledgeable decision to
acquire the Subject Shares pursuant to this Agreement. E-MarketPro is acquiring
the Subject Shares for investment for E-MarketPro's own account only and not
with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"). E-MarketPro is an "accredited investor" as such term is defined in Rule
501(a) of Regulation D under the Securities Act and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of investing in the Subject Shares, including a complete loss
of its investment. E-MarketPro understands that the issuance of the Subject
Shares pursuant to this Agreement has not been registered under the Securities
Act in reliance on a specific exemption from registration which depends upon,
among other things, the bona fide nature of E-MarketPro's investment intent as
expressed herein.

2.3 E-MarketPro acknowledges and understands that the Subject Shares must be
held indefinitely unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. E-MarketPro understands
that the Subject Shares will be imprinted with a legend that prohibits the
transfer of such securities, unless they are registered or such registration is
not required in the opinion of legal counsel for PurchasePro. E-MarketPro
understands that the Subject Shares are "restricted securities" under the
federal securities laws inasmuch as they are being acquired from PurchasePro in
a transaction not involving a public offering and that, under such laws and
applicable regulations, such securities may be resold without registration under
the Securities Act only in certain limited circumstances. In this connection,
E-MarketPro represents that it is familiar with SEC Rule 144, as presently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act. E-MarketPro further understands that, at the time E-MarketPro
wishes to sell any Subject Shares, there may be no public market upon which to
make such a sale and that, even if such a public market then exists, PurchasePro
may not be satisfying the current public information requirements of Rule 144
and, in such event, E-MarketPro would be precluded from selling such securities
under Rule 144 even if any minimum holding period has been satisfied.


3.1 E-MarketPro acknowledges that, during its performance under the Marketing
Agreement, it obtained certain confidential information belonging to or
concerning PurchasePro and its business, including without limitation lists of
actual and potential customers, pricing information, business and product plans
and marketing strategies. E-MarketPro agrees not to disclose to any third party
or use for any purpose any such information without the express written consent
of PurchasePro, except for any information which ceases to be confidential
without any fault on the part of E-MarketPro.

3.2 All notices under with this Agreement shall be in writing and shall be
effective upon receipt. All notices shall be addressed to the recipient at its
address shown above (or, if different, the latest address for notices that such
party provides by written notice to the other party).

3.3 This Agreement shall be governed by the laws of the State of Nevada,
excluding its choice of laws provisions. This Agreement is the entire agreement
between the parties relating to the subject matter hereof and supersedes all
prior or simultaneous written or oral representations, discussions,
negotiations, understandings and agreements relating to such subject matter. No
provision of this Agreement may be waived unless in a writing signed by both
parties, and any such waiver will not operate or be construed as a waiver of any
other provision or any subsequent breach by the other party. This Agreement
shall be binding and inure to the benefit of the parties, their successors,
representatives, and assigns. This Agreement may be executed in multiple
counterparts, each shall be an original but all of which constitute one and the
same instrument. This Agreement will not be binding upon either party until it
has been signed by both parties.

      IN WITNESS WHEREOF, the parties have executed this Agreement, with the
intent to be bound as of the Effective Date.


By:                                        By:
   -----------------------------------        ----------------------------------
    Charles E. Johnson, Jr., C.E.O.           Brad Redmon, President and Member

                                                      Rick Redmon, Member
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