{"id":42085,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/assignment-agreement-purchasepro-com-inc-and-e-marketpro-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"assignment-agreement-purchasepro-com-inc-and-e-marketpro-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/assignment-agreement-purchasepro-com-inc-and-e-marketpro-llc.html","title":{"rendered":"Assignment Agreement &#8211; PurchasePro.com Inc. and E-MarketPro LLC"},"content":{"rendered":"<pre>                    AMENDED AND RESTATED ASSIGNMENT AGREEMENT\n\n      This Amended and Restated Assignment Agreement is made as of November 3,\n2000 (the \"Effective Date\") by PURCHASEPRO.COM, INC., a Nevada corporation whose\naddress is 3291 N. Buffalo Drive, Las Vegas, Nevada 89129 (\"PurchasePro\"), and\nE-MARKETPRO, LLC, a Kentucky limited liability company whose address is 2623\nRegency Road, Lexington, Kentucky, 40503 (\"E-MarketPro\"). This Amended and\nRestated Assignment Agreement amends and restates in its entirety that certain\nAssignment Agreement between the parties dated as of August 17, 2000.\n\n      WITNESSETH:\n\n      WHEREAS, PurchasePro (under its prior name Purchase Pro International,\nInc.) and E-MarketPro are parties to an Agreement dated the 1st day of February\n1999 (as amended, the \"Marketing Agreement\"), pursuant to which E-MarketPro was\ngranted certain exclusive and non-exclusive rights to market and promote\nsubscriptions to access and use PurchasePro's business-to-business bidding and\nprocurement environment (the \"PurchasePro Solution\") on the terms set forth\ntherein;\n\n      WHEREAS, PurchasePro and E-MarketPro desire to terminate the Marketing\nAgreement; and\n\n      WHEREAS, E-MarketPro desires to assign to PurchasePro, and PurchasePro\ndesires to accept, certain contract rights of E-MarketPro and the rights to\nE-MarketPro's name and other registered and unregistered trademarks, trade-names\nand other intellectual property and all goodwill associated therewith\n(collectively, the \"E-MarketPro Trademarks\");\n\n      NOW, THEREFORE, for good and valuable consideration, the receipt and\nsufficiency of which is acknowledged, the parties agree as follows:\n\nARTICLE 1.\n\n1.1 The parties mutually agree to, and do hereby, novate and terminate the\nMarketing Agreement as of the Effective Date in all respects; thus, as of the\nEffective Date, the Marketing Agreement is of no force or effect. Each party\nacknowledges and agrees that the other party has fully performed its obligations\nand responsibilities under the Marketing Agreement and any non-performance or\npartial performance of the Marketing Agreement by the other party is hereby\nwaived. Without limiting the generality of the foregoing, the parties\nacknowledge and agree that:\n\n      A. All rights granted under the Marketing Agreement to market and promote\nsubscriptions to access and use the PurchasePro Solution shall revert back to\nPurchasePro as of the Effective Date.\n\n      B. Pursuant to E-MarketPro's marketing efforts under the Marketing\nAgreement, the parties hereto executed a Software Agency and Services Agreement\ndated May 3, 1999 with ZoomTown.com, Inc. (the \"Zoomtown Agreement\"). Although\nthe Zoomtown Agreement amended the Marketing Agreement in certain respects,\ntermination of the Marketing Agreement shall not affect or amend the Zoomtown\nAgreement, per se (see Section 1.2).\n\n      C. The Marketing Agreement provides for certain amounts to be paid to\nE-MarketPro. The parties agree to offset these amounts against the total\nindebtedness of E-MarketPro for purposes of clause (i) of Section 1.4.\n\n      D. Under the Marketing Agreement, E-MarketPro was granted the right to\nreceive certain options to purchase common stock of PurchasePro as certain\nconditions were met. All such options are cancelled and all rights of\nE-MarketPro to earn or receive options under the Marketing Agreement are\nterminated.\n\n      E. E-MarketPro shall not have, and hereby waives, any right or claim under\nthe Marketing Agreement or otherwise to compensation for its efforts to market\nand promote the PurchasePro Solution or for or with respect to any PurchasePro\ncustomers or subscriptions to access and use the PurchasePro Solution that,\ndirectly or indirectly, were, or in the future are, obtained by reason of or\narising from those efforts in whole or part.\n\n1.2 E-MarketPro hereby assigns and delegates to PurchasePro, and PurchasePro\nhereby accepts, all of E-MarketPro's interests, rights and obligations (i) under\nthe Zoomtown Agreement and (ii) in and to the E-MarketPro Trademarks. In this\nregard:\n\n      A. Said assignment is subject to the prior consent of Zoomtown, Inc., as\nprovided in Section 12 of the Zoomtown Agreement (captioned \"Assignment\") and\nany other party to any E-MarketPro Agreement, the assignment of which hereunder\nis subject to such party's prior written consent. The parties will cooperate to\nobtain such consent as soon as practicable.\n\n\n\n      B. Said assignment includes all rights of E-MarketPro to receive payment\nunder the Zoomtown Agreement, including payments, if any, accrued but not yet\npaid or otherwise owing with respect to periods prior to the Effective Date.\nPurchasePro agrees, however, that E-MarketPro may retain any payments already\nreceived under the Zoomtown Agreement.\n\n      C. Said assignment notwithstanding, E-MarketPro shall continue to be bound\nby and agrees to comply fully with its obligations under Section 15 of the\nZoomtown Agreement (captioned \"Confidentiality and Non-Disclosure\"), and with\nany other term or provision imposing an obligation on E-MarketPro to hold\ninformation confidential as set forth in any E-MarketPro Agreement.\n\n      D. Said assignment may be witnessed by one or more additional instruments\nor documents to effectively convey the E-MarketPro Trademarks, all of which\nE-MarketPro hereby agrees to fully execute and deliver as requested by\nPurchasePro.\n\n1.3 As the consideration for the termination of the Marketing Agreement and the\nassignment of the E-MarketPro Trademarks, PurchasePro shall issue to E-MarketPro\n(i) on the date of satisfaction of all conditions set forth herein (\"Closing\nDate\"), 100,000 shares of the common stock of PurchasePro, subject to adjustment\nas set forth in Section 1.5, and (ii) on the first anniversary of the date\nhereof, such shares as determined pursuant to Section 1.4 (the \"Subject\nShares\"). The issuance of those Subject Shares to be issued pursuant to clause\n(i) above shall occur promptly after the consent to the assignment referenced in\nSection 1.2A is obtained.\n\n1.4 On the first anniversary of the Closing Date, as additional consideration\nhereunder, PurchasePro shall issue to E-MarketPro that number of shares of the\ncommon stock of PurchasePro determined as follows: (i) 100,000 shares of the\ncommon stock of PurchasePro times a fraction the numerator of which is the\naggregate amount of all payments for which Referred Customers (defined below)\nare obligated to make to PurchasePro pursuant to bona fide contracts entered\ninto with PurchasePro as of such date and the denominator of which is\n$1,440,000, provided the result thereof shall not exceed 100,000 shares, less\n(ii) such number of shares having a value as of the date hereof equal to the\ntotal amount of all indebtedness of E-MarketPro to PurchasePro as of the date\nhereof less any amounts owing from PurchasePro to E-MarketPro as of the date\nhereof. For purposes hereof, a \"Referred Customer\" shall refer to any existing\ncustomer purchasing a new product or service hereafter and any new customer with\nrespect to either of which E-MarketPro would have received consideration under\nthe Marketing Agreement absent termination thereof pursuant to this Agreement.\n\n1.5 The obligation of PurchasePro to issue shares to E-MarketPro pursuant to\nthis Agreement shall be subject to (i) receipt of approval from PurchasePro's\nBoard of Directors or any committee thereof upon which authority to approve such\nissuance has been duly conferred by the Board of Directors, (ii) receipt of\nZoomtown's consent pursuant to Section 1.2(A) above, and (iii) the execution of\na non-competition agreement in a form acceptable to PurchasePro by Brad Redmon\nand Rick Redmon. The number of shares to be issued to E-MarketPro pursuant to\nclause (i) of Section 1.3 shall be adjusted, if equitable, as mutually agreed by\nthe parties hereto in the event Zoomtown does not consent to the assignment of\nthe Zoomtown Agreement as contemplated herein. In the event that the Board or\nDirectors or any applicable committee thereof does not approve the issuance of\nshares hereunder, neither party shall be obligated hereunder and the Marketing\nAgreement shall not be terminated and shall remain in full force and effect.\n\n1.6 If PurchasePro's issued and outstanding common shares are increased or\ndecreased or are changed into or exchanged for a different number or kind of\nshares or securities as the result of any one or more reorganizations,\nrecapitalizations, stock splits, reverse stock splits, stock dividends or the\nlike, an appropriate adjustment shall be made in the number and\/or type of\nshares or securities subject to issuance under Section 1.4. In\n\n\n\nthe event prior to the issuance of shares under Section 1.4 of (i) any\nconsolidation, merger or reorganization of PurchasePro with another entity in\nwhich PurchasePro is not the surviving entity, (ii) any liquidation or\ndissolution of PurchasePro, or (iii) any distribution to shareholders in\nconnection with a sale of all or a major part of PurchasePro's assets, then\nPurchasePro shall notify E-MarketPro in writing of such transaction or\ndistribution at least ten (10) business days prior to consummation thereof and\nmake appropriate provision in connection with such transaction or distribution\nfor PurchasePro's obligations under Section 1.4 of this Agreement.\n\nARTICLE 2.\n\n2.1 PurchasePro represents and warrants to E-MarketPro that:\n\n      A. PurchasePro is a corporation duly organized, in good standing and\nvalidly existing under the laws of the State of Nevada. The execution, delivery\nand performance of this Agreement by PurchasePro has been duly authorized.\n\n      B. The Subject Shares will be validly issued, fully paid and\nnon-assessable but shall be subject to all applicable restrictions on transfer\nunder state or federal securities laws.\n\n2.2 E-MarketPro represents and warrants to PurchasePro that:\n\n      A. E-MarketPro is a limited liability company duly organized, in good\nstanding and validly existing under the laws of the State of Kentucky. The\nexecution, delivery and performance of this Agreement by E-MarketPro has been\nduly authorized.\n\n      B. E-MarketPro is aware of PurchasePro's business affairs and financial\ncondition, has had sufficient opportunity to ask questions of and receive\nanswers from representatives of PurchasePro and has acquired sufficient\ninformation about PurchasePro to reach an informed and knowledgeable decision to\nacquire the Subject Shares pursuant to this Agreement. E-MarketPro is acquiring\nthe Subject Shares for investment for E-MarketPro's own account only and not\nwith a view to, or for resale in connection with, any \"distribution\" thereof\nwithin the meaning of the Securities Act of 1933, as amended (the \"Securities\nAct\"). E-MarketPro is an \"accredited investor\" as such term is defined in Rule\n501(a) of Regulation D under the Securities Act and has such knowledge and\nexperience in financial and business matters as to be capable of evaluating the\nmerits and risks of investing in the Subject Shares, including a complete loss\nof its investment. E-MarketPro understands that the issuance of the Subject\nShares pursuant to this Agreement has not been registered under the Securities\nAct in reliance on a specific exemption from registration which depends upon,\namong other things, the bona fide nature of E-MarketPro's investment intent as\nexpressed herein.\n\n2.3 E-MarketPro acknowledges and understands that the Subject Shares must be\nheld indefinitely unless they are subsequently registered under the Securities\nAct or an exemption from such registration is available. E-MarketPro understands\nthat the Subject Shares will be imprinted with a legend that prohibits the\ntransfer of such securities, unless they are registered or such registration is\nnot required in the opinion of legal counsel for PurchasePro. E-MarketPro\nunderstands that the Subject Shares are \"restricted securities\" under the\nfederal securities laws inasmuch as they are being acquired from PurchasePro in\na transaction not involving a public offering and that, under such laws and\napplicable regulations, such securities may be resold without registration under\nthe Securities Act only in certain limited circumstances. In this connection,\nE-MarketPro represents that it is familiar with SEC Rule 144, as presently in\neffect, and understands the resale limitations imposed thereby and by the\nSecurities Act. E-MarketPro further understands that, at the time E-MarketPro\nwishes to sell any Subject Shares, there may be no public market upon which to\nmake such a sale and that, even if such a public market then exists, PurchasePro\nmay not be satisfying the current public information requirements of Rule 144\nand, in such event, E-MarketPro would be precluded from selling such securities\nunder Rule 144 even if any minimum holding period has been satisfied.\n\nARTICLE 3.\n\n3.1 E-MarketPro acknowledges that, during its performance under the Marketing\nAgreement, it obtained certain confidential information belonging to or\nconcerning PurchasePro and its business, including without limitation lists of\nactual and potential customers, pricing information, business and product plans\nand marketing strategies. E-MarketPro agrees not to disclose to any third party\nor use for any purpose any such information without the express written consent\nof PurchasePro, except for any information which ceases to be confidential\nwithout any fault on the part of E-MarketPro.\n\n\n\n3.2 All notices under with this Agreement shall be in writing and shall be\neffective upon receipt. All notices shall be addressed to the recipient at its\naddress shown above (or, if different, the latest address for notices that such\nparty provides by written notice to the other party).\n\n3.3 This Agreement shall be governed by the laws of the State of Nevada,\nexcluding its choice of laws provisions. This Agreement is the entire agreement\nbetween the parties relating to the subject matter hereof and supersedes all\nprior or simultaneous written or oral representations, discussions,\nnegotiations, understandings and agreements relating to such subject matter. No\nprovision of this Agreement may be waived unless in a writing signed by both\nparties, and any such waiver will not operate or be construed as a waiver of any\nother provision or any subsequent breach by the other party. This Agreement\nshall be binding and inure to the benefit of the parties, their successors,\nrepresentatives, and assigns. This Agreement may be executed in multiple\ncounterparts, each shall be an original but all of which constitute one and the\nsame instrument. This Agreement will not be binding upon either party until it\nhas been signed by both parties.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement, with the\nintent to be bound as of the Effective Date.\n\nPURCHASEPRO.COM, INC.                      E-MARKETPRO, LLC\n\nBy:                                        By:\n   -----------------------------------        ----------------------------------\n    Charles E. Johnson, Jr., C.E.O.           Brad Redmon, President and Member\n\n                                           By:\n                                              ----------------------------------\n                                                      Rick Redmon, Member\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-42085","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\/42085","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=42085"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42085"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42085"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42085"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}