{"id":42050,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-purchase-pro-international-inc-and-e-marketpro-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-purchase-pro-international-inc-and-e-marketpro-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/agreement-purchase-pro-international-inc-and-e-marketpro-llc.html","title":{"rendered":"Agreement &#8211; Purchase Pro International Inc. and E-MarketPro LLC"},"content":{"rendered":"<pre>                                   AGREEMENT\n                                   ---------\n\n     THIS AGREEMENT (the 'Agreement') is made and entered into effective as of\nthe ___ day of January, 1999, by and among PURCHASE PRO INTERNATIONAL, INC., a\nNevada corporation, whose address is 3291 North Buffalo Drive, Las Vegas, NV\n89129 ('PPI'), and E-MARKETPRO, LLC, with its principal office and place of\nbusiness at________________________________________________ ('Contractor').\n\n                                   RECITALS:\n\n     WHEREAS, PPI is the developer and owner of an Internet purchasing network\noperated by PPI under the name 'Purchase Pro' (the 'Network'); and\n\n     WHEREAS, PPI and Contractor desire to enter into this Agreement relating to\nContractor's marketing of Network subscriptions;\n\n     NOW, THEREFORE, in consideration of their mutual covenants and for other\ngood and valuable consideration, the receipt and sufficiency of which are hereby\nacknowledged, the parties do hereby agree to and affirm the foregoing recitals\nand further agree as follows:\n\n1.    Marketing Rights; Revenue Sharing; Related Matters.\n      -------------------------------------------------- \n\na.      PPI hereby grants to Contractor the right from and after the date of\nthis Agreement and for the term set forth herein to sell subscriptions to the\nNetwork to all persons or entities with their residence or principal place of\nbusiness located in the following designated area (herein the 'Territory'):  the\nstates of Kentucky and Ohio.  Provided, however, Contractor shall have the right\nto market the Network to persons and entities outside of the Territory if such\npersons or entities are doing business with a subscriber within the Territory\nand the existence of such other persons or entities is made aware to Contractor\nby such subscriber. PPI agrees that neither it nor any other person to whom it\nmay grant Network marketing rights shall establish an office in the Territory\nfor the purpose of marketing Network subscriptions. Contractor shall not\nestablish an office or have a place of business for the purpose of marketing the\nNetwork anywhere outside of the Territory without PPI's prior written consent.\nContractor acknowledges that third parties to whom PPI may grant marketing\nrights and PPI itself have the right to market Network subscriptions to persons\nor entities located within the Territory on the same terms as Contractor has the\nright to market to persons outside of the Territory as stated above in this\nparagraph. Contractor shall have no rights of any kind with respect to the\nNetwork or the marketing of the Network outside of the Territory except as\nprovided in this Agreement.\n\na.      For all Network subscriptions obtained by Contractor in accordance with\nthis Agreement from subscribers outside of the Territory but from an area for\nwhich the Network marketing rights have been granted to a third party or where\nPPI itself is marketing subscriptions (herein collectively the 'Ex-Territory\nSubscriptions'), Contractor agrees that such Ex-Territory Subscriptions may, at\nthe request of PPI, be serviced by either PPI or the owner of the marketing\nrights in such area by installing and providing normal customer support to such\nsubscribers, in which case revenue from such Ex-Territory Subscriptions shall be\ncredited ** each to Contractor and the person providing the installation and\n         --                                                                 \ncustomer service for as long as such customer support is provided by PPI or such\nthird person. Provided, however, if Contractor desires to service such Ex-\nTerritory Subscriptions and demonstrates its ability to do so in accordance with\nPPI's customer service standards, Contractor shall retain the servicing of such\n\n*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN\n------------------------------------------------------------------------------\nINFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL\n----------------------------------------------------------------------------\nPORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY\n--------------------------------------------------------------------------------\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n--------------------------------------------\n\n                                 Confidential                             Page 1\n\n \nsubscriptions. Provided, further, however, all amounts credited to Contractor\nfor Ex-Territory Subscriptions shall remain subject to the revenue split in\nfavor of PPI as provided hereinbelow. Likewise, Contractor agrees that upon\nrequest by PPI, Contractor shall install the Network software and provide normal\ncustomer support to subscribers located within the Territory but which\nsubscribers are obtained by PPI or a third party (the 'Support Only\nSubscriptions'), in which case revenue from the Support Only Subscriptions shall\nbe credited ** to Contractor for as long as such customer support is provided by\n            --                                                                  \nContractor. Provided, further, however, such amounts credited to Contractor\nshall remain subject to the revenue split in favor of PPI as provided\nhereinbelow. Contractor agrees that in the event of any dispute between\nContractor and any third party regarding Ex-Territory Subscriptions or Support\nOnly Subscriptions, PPI shall be the sole and final arbiter of any such dispute,\nwhose determination shall be binding on all parties.\n\na.      All Network subscriptions and other Network services shall be marketed\nand sold by Contractor at a price approved in writing in advance by PPI and upon\nsuch other terms as PPI may require in its sole discretion, which prices and\nterms may not be same for all Network subscribers. PPI shall not reduce the\napproved prices at which Contractor shall sell subscriptions or other Network\nservices without the Contractor's prior consent, not to be unreasonably\nwithheld. PPI shall provide Contractor with marketing materials, subscriber\ncontracts and other marketing materials as determined by PPI. Contractor's use\nof the name 'Purchase Pro' shall be subject to the prior written approval of\nPPI, not to be unreasonably withheld. PPI may from time to time promulgate\nwritten rules and regulations applicable to Contractor and all other persons in\nsimilar relationships to PPI relating to the manner of use of the Network, the\nmarketing of the subscriptions to the Network, its name and trademarks and\nservicemarks, and its other intellectual property, which Contractor, shall\nimmediately upon receipt, adhere to in its operations hereunder. Provided,\nhowever, such rules and regulations shall not unreasonably interfere with\nContractor's own marketing strategies.\n\na.      Contractor shall at all times employ competent and qualified personnel\nas shall be necessary to fulfill the purposes and intent of this Agreement and\nto allow Contractor to actively market the Network pursuant to this Agreement.\nContractor shall require all of its marketing and customer support personnel to\ncomplete such training sessions as may be required by PPI. The training sessions\nshall conducted at PPI's offices in Las Vegas, Nevada, at no cost to Contractor,\nexcept that Contractor shall pay all travel expenses for its personnel to attend\nthe training sessions, and shall pay any compensation to its personnel for the\ntime spent in training. In lieu of training at PPI's offices, at Contractor's\nrequest, PPI agrees to provide an instructor for training sessions to held at\nContractor's offices provided that Contractor pays all travel, food and lodging\nexpenses for the instructor. Contractor agrees to submit its personnel for\ntraining updates within not more than sixty (60) days after Network software\nupdates or other enhancements in the Network as PPI may reasonably require.\n\na.      PPI shall administer the Network and provide Network access to the\nsubscribers obtained by Contractor, but Contractor shall pay all of its own\noperating expenses, including without limitation, office, sales and other\npersonnel, and marketing expenses. Contractor and PPI shall communicate\nregarding Contractor's suggestions for improvement and development of the\nNetwork and the business of PPI, and Contractor shall be entitled to appoint one\nmember to PPI's software development advisory committee.\n\na.    PPI shall collect all revenue (including without limitation subscription\nfees, web hosting fees, and any transaction fees) from subscriptions and other\nNetwork services sold by Contractor. Within ten (10) days of the end of each\ncalendar month, PPI shall remit to Contractor\n\n*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN\n------------------------------------------------------------------------------\nINFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL\n----------------------------------------------------------------------------\nPORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY\n--------------------------------------------------------------------------------\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n--------------------------------------------\n\n                            Confidential                                 Page 2 \n\n \nthe following percentage of the revenue collected by PPI from subscribers\nobtained by Contractor (net of all taxes and costs of collection paid to third\nparties, such as EFT draft fees), provided this Agreement is still then in\neffect:\n\n     Year 1 - **\n              --\n     Year 2 and all years thereafter - **\n                                       --\n\n     Provided, however, Contractor shall not be entitled to any net revenue\nsharing or distributions for any period this Agreement is in effect during which\nthe amount of net revenue to be retained by PPI as its share of net revenue\nbased on the above formula does not equal or exceed the total subscription\nrevenue received by PPI during such period from subscribers on the Network as of\nthe date of this Agreement (the 'Existing Subscribers') which are now hereby\nconsidered subscribers obtained by and to be serviced by Contractor hereunder.\nIn such case, PPI shall retain all net revenue from all subscribers obtained by\nContractor up to the amount of revenue for such period from Existing Subscribers\nand Contractor shall be entitled to the balance of the net revenue received\nduring such period, if any. Provided, further, however, Contractor shall retain,\nand PPI shall not be entitled to share in, any sums paid by subscribers to\nContractor to solely reimburse Contractor for costs incurred in establishing\nprivate networks for groups of Network Subscribers, provided the amounts of such\npayments and the nature thereof are disclosed in writing to PPI by Contractor\nand provided that such payments are not based on usage of the Network or\nrepresent payments for Network services of any kind.\n\na.             Provided, however, to the extent the revenue collected in the\nfirst, second or third three month period represents payment in advance for\nsubsequent periods, the percentage payable by PPI to Contractor shall be at the\nrate applicable to the period during which the subscription revenue shall be\nearned. For example, Contractors share of the net revenue from a paid in full\none year subscription sold in the first three month period would be ** , which\n                                                                    --        \nis equal to the percentage of the revenue that would be due if the subscription\nwas paid monthly over the full year.\n\na.             The rights granted to Contractor hereunder are granted for a term\nof one (1) year from the date hereof, but such rights and this Agreement shall\nbe automatically renewed for consecutive one (1) year terms, provided that in\neach year the total net revenue from subscriptions and other Network services\nobtained by Contractor in each twelve month period this agreement remains in\neffect exceeds the following amounts:\n\n          Year 1:    **\n                     --\n          Year 2:    **\n                     --\n          Year 3:    **\n                     --\n          Year 4:    **\n                     --\n          Year 5:    **\n                     --\n          Year 6:    **\n                     --\n          Year 7:    **\n                     --\n          Year 8:    **\n                     --\n          Year 9:    **\n                     --\n          Year 10 and all years thereafter:  **\n                                             --\n\n*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN\n------------------------------------------------------------------------------\nINFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL\n----------------------------------------------------------------------------\nPORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY\n--------------------------------------------------------------------------------\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n--------------------------------------------\n\n                                 Confidential                             Page 3\n\n \nIf Contractor fails to sell a sufficient number of subscriptions and other\nNetwork Services to generate such revenue, the exclusivity of the marketing\nrights granted to Contractor hereunder shall automatically terminate at the end\nof the one (1) year period during which such failure occurred, but this\nAgreement shall otherwise continue in effect. Provided, further, however, if\nContractor fails to sell a sufficient number of subscriptions and other Network\nservices to generate not less than ** of the revenue minimums set forth above,\n                                   --                                         \nthis Agreement and all of Contractor's rights hereunder may, at the option of\nthe Company at any time thereafter, be terminated due to such failure, and if\nterminated by PPI solely for this reason, PPI shall pay Contractor a sum ** the\n                                                                         --    \nrevenues payable to Contractor under the terms of this Agreement during the one\n(1) year period immediately preceding the effective date of termination (subject\nto set-off of any money due from Contractor to PPI at such time). Contractor's\nshare of net revenue from Ex-Territory Subscriptions and Support Only\nSubscriptions shall be included in the net revenue attributable to Contractor\nfor purposes of these minimum revenue requirements. To the extent Contractor or\nany of its affiliates own marketing rights for areas in addition to the\nTerritory, Contractor or such affiliates must identify the particular marketing\nrights agreement under which each subscription is sold, which designation may\nnot be changed by Contractor.\n\na.             Notwithstanding that this Agreement is renewable under certain\ncircumstances, Contractor agrees and acknowledges that PPI has established\nprestige and goodwill in connection with the name 'Purchase Pro' and the\nNetwork. Contractor agrees that it shall at all time conduct its business\nrelating to this Agreement and the Network in an ethical manner and in\ncompliance with all federal, state and local laws, rules and regulations, and\nthat Contractor shall exercise its best efforts throughout its operations under\nthis Agreement to safeguard the prestige and goodwill of PPI. Contractor will\nnot, at any time, do or suffer to be done any act or thing which may, in any\nway, impair the rights of PPI in and to any of its intellectual property rights\nor the Network, or which may depreciate the value of any such intellectual\nproperty or the Network.\n\na.             For each new one-year subscription to the Network sold by\nContractor and paid for by the subscriber while this Agreement is in effect, up\nto a maximum of ** one-year subscriptions to the Network, PPI shall grant to\n                --                                                          \nContractor an option to purchase ** of the common stock of PPI for the striking\n                                 --                                            \nprice equal to the last asking price for PPI's common stock on such date if such\nstock is traded on a national market, or if not so traded, the fair market value\nof PPI's common stock as of the date of the grant as determined by PPI's outside\naccountants. Upon exercise of the options, payment for the shares must be made\nin cash, and the options shall expire five (5) years from the date each option\nis granted. The options shall be granted at the end of each year this Agreement\nis in effect after the actual subscriber revenue and fair market value of the\nstock at year end can be determined. For purposes of measuring the number of\nsubscribers for purpose of the grant of options, a one-year subscription means\ntwelve months of subscription revenue cash receipts by PPI from a subscriber or\nsubscribers. For example, if at the end of the first year Contractor has sold **\n                                                                              --\nsubscriptions, but due to cancellations, non-payment or other factors PPI has\ncollected the revenue equivalent of only ** one-year subscriptions, then\n                                         --                             \nContractor shall only be entitled to options to purchase ** shares of PPI.\n                                                         --               \nOptions shall not be granted with respect to renewal subscription revenues, only\nnew subscribers. For purposes of this Agreement and the number of shares that\nmay be purchased by Contractor pursuant to the options, such number of shares\nshall be hereafter adjusted for any stock splits, reverse splits, or other\nsimilar events. PPI hereby agrees to cause any shares purchased by Contractor\npursuant to its options to be registered for resale at the same\n\n*   CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN\n------------------------------------------------------------------------------\nINFORMATION CONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL\n----------------------------------------------------------------------------\nPORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY\n--------------------------------------------------------------------------------\nWITH THE SECURITIES AND EXCHANGE COMMISSION.\n--------------------------------------------\n\n                                 Confidential                             Page 4\n\n \ntime and upon the same terms as shares purchased by employees of PPI pursuant to\nemployee stock options.\n\na.        Contractor shall prepare, and at all times maintain at its principal\nexecutive offices, true, correct and complete separate books of account and\nrecords reflecting all transactions and operations within the scope of this\nAgreement, in accordance with generally accepted accounting principles\nconsistently applied. Contractor shall prepare and furnish to PPI a statement of\noperations, in form and scope satisfactory to PPI and certified as accurate by a\nsenior financial officer of Contractor, for each quarterly period ended the last\nday of March, June, September and December in each year this Agreement is in\neffect, which shall be furnished to PPI within thirty (30) days after the end of\neach such period.\n\na.             Provided there does not exist any default under this Agreement by\nContractor, Contractor retains exclusive rights to the Territory, and that this\nAgreement is still in effect, PPI hereby grants Contractor the right of first\nrefusal to acquire rights similar to those granted herein for all states\ncontiguous to the Territory (exclusive of the state of Illinois), in the event\nPPI proposes to grant same to a third party. Contractor shall have ten (10) days\nfrom written notice from PPI of the terms on which PPI proposes to grant such\nrights to a third party in which Contractor may exercise its right of first\nrefusal by written notification to PPI, in which case Contractor shall be deemed\nto have contracted with PPI upon the terms contained in the notice from PPI.\nThis right of first refusal shall automatically terminate at such time as Brad\nRedmon does not own a majority of the equity interests in, and exercise\nmanagerial control over, Contractor. This right of first refusal shall also not\napply to any activities of PPI in any of the areas to which the right of first\nrefusal otherwise applies.\n\na.             In the event PPI fails to have the Network operable for a\nconsecutive period of two (2) weeks, PPI shall involve Contractor in the efforts\nto restore the operability of the Network and Contractor shall have the right to\nexpend its own resources in the effort to restore the Network, but PPI shall not\nhave any liability whatsoever to Contractor for any such sums expended, nor\nshall PPI have any liability whatsoever for the failure of the Network.\n\na.             PPI and Contractor hereby agree to take whatever further action\nthat may be necessary to implement the terms and conditions of this Agreement.\n\n1.        Restrictions on Transfer; Right of First Refusal.\n          ------------------------------------------------ \n\na.        The rights granted herein are strictly personal to Contractor. Neither\nthis Agreement nor any of the rights granted to or obligations undertaken by\nContractor hereunder may be transferred, assigned, pledged, sold, mortgaged,\nsublicensed or otherwise hypothecated or disposed of, either directly or\nindirectly, in whole or in part, by operation of law or otherwise (collectively,\n'transfer'), to any Person without the express prior written consent of PPI,\nsuch consent to not be unreasonably withheld as long as Brad Redmon controls a\nmajority of the voting equity interests in, and has managerial control of,\nContractor. Any attempted transfer without such consent shall be null, void, and\nof no force or effect. As used herein, the term 'Contractor' shall include any\nassignee, licensee or subcontractor of Contractor approved by PPI in writing as\nhereinabove provided.\n\na.        In addition to the requirement that PPI consent to any transfer of\nrights of Contractor under this Agreement, Contractor hereby grants PPI the\nright of first refusal to purchase or otherwise acquire any rights sought to be\nassigned or transferred by Contractor on\n\n                                 Confidential                             Page 5\n\n \nthe same terms as may be offered by a third party and accepted by Contractor.\nContractor shall notify PPI in writing of the terms of the proposed transfer to\na third party, in which case PPI shall have ten (10) business days within which\nto exercise its right of first refusal by providing Contractor with written\nnotice of same. if such right is exercised, PPI shall acquire the rights from\nthe Contractor upon the same terms and schedule as contained in the third\nparty's offer.\n\n1.        Events of Default:  Termination.\n          ------------------------------- \n\na.             Each of the following shall constitute an event of default under\nthis Agreement:\n\ni.        If Contractor shall fail to pay any funds owing to PPI pursuant to\nthis Agreement as and when due, provided that with respect to the first such\nfailure by Contractor PPI shall not be entitled to call a default under this\nsection until it shall have given Contractor notice thereof and Contractor shall\nhave failed to cure such default within thirty (30) days of such notice;\n\ni.        If Contractor shall institute proceedings to be adjudicated a\nvoluntary bankrupt or insolvent, or shall consent to the filing of a bankruptcy\nproceeding against it, or shall file a petition or answer seeking reorganization\nor arrangement under any bankruptcy act or any other similar applicable law of\nany country, or shall consent to the appointment of a receiver or liquidator or\ntrustee or assignee in bankruptcy or insolvency for itself, or any of its\nproperty, or shall make an assignment for the benefit of creditors, or shall be\nunable to pay its debts generally as they become due, or shall cease doing\nbusiness as a going concern, or action shall be taken by it in furtherance of\nany of the foregoing purposes; or\n\ni.        If an order, judgment or decree of a court having jurisdiction shall\nhave been entered adjudicating the Contractor a bankrupt or insolvent, or\napproving, as properly filed, a petition seeking reorganization of Contractor or\nof all or a substantial part of its properties or assets under any bankruptcy\nact or other similar applicable law, as from time to time amended, or appointing\na receiver, trustee or liquidator of Contractor, and such order, judgment or\ndecree shall remain in force, undischarged and unstayed for a period of thirty\n(30) days, or a judgement or lien for the payment of money in excess of ** shall\n                                                                        --      \nbe rendered or entered against it and the same shall remain undischarged or\nunbonded for a period of thirty (30) days or any writ or warrant or attachment\nshall be issued or levied against a substantial part of its property and the\nsame shall not be released, vacated or bonded within thirty (30) days after\nissue or levy; or\n\ni.        If Contractor shall, without the prior written consent of PPI first\nhad and obtained, sell (regardless of how designated) all or substantially all\nof its assets, or shall merge or consolidate with or into another corporation or\nentity, or if there shall be a change in control of Contractor, in each case\nwhether in a single transaction or as the aggregate result of a series of\ntransactions, and whether the transaction or transactions involve an affiliated\nor unaffiliated person or entity; or\n\ni.        If any representation or warranty of Contractor contained herein shall\nbe or become false or misleading in any material respect, or if Contractor shall\nfail to perform or observe any term, condition, agreement or covenant in this\nAgreement on its part to be performed or observed, and such default is not\nremedied within thirty (30) days after written notice thereof from PPI.\n\n\n\n* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION \n-------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n-----------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n----------------------------------\n\n                               Confidential                               Page 6\n\n \na.             If any event of default shall occur and be continuing, PPI may,\nby written notice to Contractor, immediately terminate this Agreement, in which\ncase PPI shall have no further obligations to Contractor and Contractor shall\nhave no further rights under this Agreement. In addition, all rights of\nContractor hereunder shall terminate and revert automatically to PPI, and\nneither Contractor nor any of its receivers, representatives, trustees, agents,\nsuccessors or assigns (by operation of law or otherwise) shall have any rights\nhereunder. Upon termination, Contractor shall deliver to PPI all information and\ndocuments of any kind whatsoever relating to Contractor's performance of this\nAgreement, the Network, and all subscribers, and shall thereafter cease and\ndesist from using the Network, the name 'Purchase Pro' or any of PPI's\nintellectual or other property in any manner.\n\na.             Notwithstanding any termination or expiration of this Agreement\n(whether by reason of the expiration of the stated term of this Agreement, by\nearlier termination of this Agreement or otherwise), PPI shall have, and hereby\nreserves, all the rights and remedies which it may have, at law or in equity,\nwith respect to the collection of funds payable by Contractor pursuant to this\nAgreement, the enforcement of all rights relating to the establishment,\nmaintenance and protection of PPI's property, and damages for breach of\nAgreement on the part of Contractor. PPI may recover its costs and expenses,\nincluding reasonable attorneys' fees, incurred in enforcing this Agreement\nagainst Contractor.\n\na.             Contractor acknowledges that PPI will suffer great and\nirreparable harm as a result of the breach by Contractor of any covenant or\nagreement to be performed or observed by Contractor under this Agreement other\nthan the covenants to make monetary payments, and, whether such breach occurs\nbefore or after the termination of this Agreement, Contractor acknowledges that\nPPI shall be entitled to apply for and receive from any court of competent\njurisdiction a temporary restraining order, preliminary injunction and permanent\ninjunction, without any necessity of proving damages or any requirement for the\nposting of a bond or other security, enjoining Contractor from further breach of\nthis Agreement or further infringement or impairment of PPI's rights. Such\nrelief shall be in addition to and not to substitution of any other remedies\navailable to PPI pursuant to this Agreement or otherwise.\n\n1.        Confidentiality.\n          --------------- \n\na.             Each party acknowledges that all information of a business or\ntechnical nature imparted to the other party during the course of this Agreement\nwith respect to the business of the disclosing party, and certain affiliates,\nwere acquired, designed and\/or developed by them at great expense, are secret,\nconfidential and unique, and constitute the trade secrets and exclusive property\nof the disclosing party and its affiliates, and that any use by the other party\nof any such trade secrets and property other than for the sole purpose of\nimplementing the terms of this Agreement would be wrongful and would cause\nirreparable injury to the disclosing party and its affiliates.\n\na.             Neither party will at any time disclose or divulge to any person,\nfirm or corporation or use or suffer the use by any third party, for any purpose\nother than solely as required for the implementation of this Agreement, directly\nor indirectly, for its own use or the benefit of any person, firm or\ncorporation, any property, any trade secrets or confidential information of the\nother party or any of its affiliates, obtained from or through them, or any\nconfidential information belonging to any subscribers to the Network.\n\n                               Confidential                               Page 7\n\n \na.             Contractor agrees that it shall cause each of its employees,\nagents and subcontractors to execute a confidentiality and non-disclosure\nagreement in form and substance satisfactory to PPI at all times this Agreement\nis in effect.\n\n1.        Indemnity: Insurance.\n          -------------------- \n\na.        Contractor does hereby indemnify and agrees to save and hold PPI and\nits officers, directors, agents, representatives and controlling persons\n(collectively, for purposes of this section, 'PPI'), individually, harmless of\nand from any and all liability, claims, causes of action, suits, damages and\nexpenses (including reasonable attorneys' fees and expenses) which any such\nentity or Person may become liable for, or may incur, or be compelled to pay, by\nreason of any acts, whether of omission or commission, by Contractor and any of\nits employees or agents, that may arise under or in connection with this\nAgreement, in connection with the performance thereof on behalf of Contractor or\notherwise in connection with Contractor's business or by virtue of any\nmisrepresentation or breach of warranty or failure to perform or observe any\ncovenant on its part to be performed or observed hereunder.\n\na.             PPI does hereby indemnify and agrees to save and hold Contractor\nand its officers, directors, agents, representatives and controlling persons\n(collectively, for purposes of this section, 'Contractor'), individually,\nharmless of and from any and all liability, claims, causes of action, suits,\ndamages and expenses (including reasonable attorneys' fees and expenses) which\nany such entity or Person may become liable for, or may incur, or be compelled\nto pay, by reason of any acts, whether of omission or commission, by PPI and any\nof its employees or agents, that may arise under or in connection with this\nAgreement, in connection with the performance thereof on behalf of PPI or\notherwise in connection with PPI's business or by virtue of any\nmisrepresentation or breach of warranty or failure to perform or observe any\ncovenant on its part to be performed or observed hereunder.\n\na.             An indemnified party shall immediately give notice to the\nindemnifying party of any claim, action or suit that may give rise to liability\nunder this section, provided that the failure of any indemnified party to\nprovide such notice shall not relieve the indemnifying party of its obligations\nhereunder. The indemnifying party hall have the option to defend any such claim\naction or suit, including, but not limited to, the right to select counsel\ncontrol the defense, assert counterclaims and crossclaims, bond any lien or\njudgment, take any appeal and to settle on such terms as it, in its discretion,\nreasonably deems advisable, provided prior notice of any settlement is given to\nthe indemnified party and such party provides its express prior consent thereto.\nNo settlement of any claim may be effected without the prior written consent of\nthe indemnifying party.\n\na.             Contractor shall maintain at its own expense in full force and\neffect at all times during which this Agreement is in effect, with a recognized\nand responsible insurance carrier licensed to do business in the state of\nContractor's domicile, and acceptable to PPI, a liability insurance policy with\nlimits of liability of at least $1,000,000 per Person and per accident or\noccurrence. Such insurance shall be for the benefit of and shall name as co-\ninsured PPI and its respective officers, directors, agents, representatives and\ncontrolling persons, and shall provide for at least thirty (30) days' prior\nwritten notice by the carrier thereof (each an 'Insurance Notice') to PPI and\nContractor of the cancellation or modification thereof.  Contractor shall, as\npromptly as practicable, but in any event within thirty (30) days after the\nsigning of this Agreement, and from time to time thereafter upon PPI's written\nrequest, deliver to PPI (i) a true, correct and complete copy of its liability\ninsurance policy (including all endorsements), as then in effect, and (ii ) a\n\n                               Confidential                               Page 8\n\n \ncertificate of such insurance from the insurance carrier which sets forth the\nscope of coverage and the limits of liability. Contractor's maintenance of the\ninsurance coverage as provided herein shall not limit, excuse or replace any of\nContractor's obligations under the provisions hereof, which shall remain\nabsolute.\n\na.             The provisions of this section shall survive any termination or\nexpiration of this Agreement.\n\n1.        Representations and Warranties. Contractor hereby represents and\n          ------------------------------                                  \nwarrants to PPI as follows:\n\na.             Contractor is a limited liability company, duly organized,\nvalidly existing and in good standing under the laws of Kentucky, and is duly\nqualified and authorized to do business and in good standing in all\njurisdictions in which the nature of its business requires such qualifications.\n\na.             Neither the execution, delivery nor performance of this Agreement\nby Contractor will, with or without the giving of notice or passage of time, or\nboth, conflict with, or result in a default or loss of rights under, any\nprovision of any other agreement or understanding to which Contractor is a party\nor by which it or any of its properties may be bound.\n\na.             Contractor has full power and authority to enter into this\nAgreement and to carry out the transactions contemplated thereby in accordance\nwith its terms; the execution, delivery, and performance of this Agreement by\nContractor have been duly and properly authorized by all necessary actions; and\nthis Agreement constitutes the valid and binding obligation of Contractor\nenforceable in accordance with its terms.\n\n1.        Notices.  All reports, communications, requests, demands or notices\n          -------                                                            \nrequired by or permitted under this Agreement shall be in writing and shall be\ndeemed to be duly given on the date same is sent and acknowledged via hand\ndelivery, facsimile or reputable overnight delivery service (with a copy\nsimultaneously sent by registered mail), or, if mailed, five (5) days after\nmailing by certified or registered mail, return receipt requested, to the party\nconcerned at the address on page 1 hereof.  Any party may change the address to\nwhich such notices and communications shall be sent by written notice to the\nother parties, provided that any notice of change of address shall be effective\nonly upon receipt.\n\n1.        Integration.  This Agreement sets forth the entire agreement and\n          -----------                                                     \nunderstanding between the parties relating in any way to the Network, or to the\nsubject matter hereof and supersedes and merges all prior discussions,\narrangements and agreements between them.\n\n1.   Amendments.  This Agreement may not be amended or modified except by\n     ----------                                                          \nwritten instrument signed by each of the parties hereto.\n\n1.        Relationship of Parties.  Nothing herein contained shall be construed\n          -----------------------                                              \nto constitute the parties hereto as partners or as joint venturers, or as\nfranchisor\/franchisee, or either as agent of the other. Neither party hereto by\nvirtue hereof shall have the right or authority to act for or to bind the other\nin any way or to sign the name of the other or to represent that the other is in\nany way responsible for the acts or omissions of the other.\n\n                               Confidential                               Page 9\n\n \n1.        Mandatory Arbitration and Locale.  Any controversy or claim arising\n          --------------------------------                                   \nout of or relating to this Agreement, or the breach thereof, shall be settled by\narbitration in Lexington, Kentucky, before one (1) arbitrator administered by\nthe American Arbitration Association under its Commercial Arbitration Rules, and\njudgment on the award rendered by the arbitrator may be entered in (any court\nhaving jurisdiction thereof).  Provided, however, either party shall be entitled\nto seek injunctive relief to the extent entitled thereto. To the extent such\ninjunctive relief is sought, PPI and Contractor hereby (i) agree that the State\nand Federal courts sitting in the State of Nevada, Clark County, City of Las\nVegas, shall have exclusive jurisdiction in any such injunctive action connected\nin any way with this Agreement; (ii) each consent to personal jurisdiction of\nand venue in such courts in any such matter; and (iii) further agree that the\nservice of process or of any other papers with respect to such proceedings upon\nthem by mail shall be deemed to have been duly given to and received by them\nfive (5) days after the date of certified mailing and shall constitute good,\nproper and effective service.\n\n1.        Severability.  In the event that any one or more provisions of this\n          ------------                                                       \nAgreement shall be held invalid, illegal or unenforceable in any respect, the\nvalidity, legality or enforceability of the remaining provisions contained\nherein shall not in any way be affected or impaired thereby.\n\n1.             Waiver.  No failure or delay on the part of either party in\n               ------                                                     \nexercising any power or right under this Agreement shall operate as a waiver\nthereof, nor shall any single or partial exercise of any such power or right\npreclude any other or further exercise thereof or the exercise of any other\npower or right. No waiver by either party of any provision of this Agreement, or\nof any breach or default, shall be effective unless in writing and signed by the\nparty against whom such waiver is to be enforced. All rights and remedies\nprovided for herein shall be cumulative and in addition to any other rights or\nremedies such parties may have at law or in equity.\n\n1.        Counterparts.  This Agreement may be executed in one or more\n          ------------                                                \ncounterparts, all of which taken together shall be deemed an original.\n\n1.        Governing Law.  This Agreement and the rights and obligations of the\n          -------------                                                       \nparties hereto and thereto shall be governed by and construed and enforced in\naccordance with the substantive law of the state of Nevada.\n\n1.        Benefit and Binding Effect of Agreement.  This Agreement shall be\n          ---------------------------------------                          \nbinding upon and inure to the benefit of PPI and Contractor and their respective\nsuccessors and assigns.\n\n     PURCHASE PRO INTERNATIONAL, INC.\n\n\n     By: \/S\/ CHRISTOPHER P. CARTON\n         --------------------------------\n\n     Title: President and Secretary\n           ------------------------------\n\n\n                                                      E-MARKETPRO, LLC\n\n                                                      \/s\/ Brad Redmon\n                                                      -----------------------\n                                                      Title: Chairman\n                                                            -----------------\n\n\n                               Confidential                              Page 10\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9619],"class_list":["post-42050","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-purchaseprocom-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42050","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42050"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42050"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42050"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42050"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}