{"id":42534,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-agreement-broadvision-inc-and-purchasepro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-agreement-broadvision-inc-and-purchasepro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-agreement-broadvision-inc-and-purchasepro-inc.html","title":{"rendered":"Master Agreement &#8211; BroadVision Inc. and PurchasePro Inc."},"content":{"rendered":"<pre>                     BroadVision PurchasePro Master Agreement\n\nThis PurchasePro BroadVision Master Agreement (\"Agreement\") is made and entered\ninto as of this 19th day of December, 2000 (\"Effective Date\") between\nBroadVision, Inc., a Delaware corporation, with its principal place of business\nat 585 Broadway, Redwood City, CA 94063 (\"BroadVision\") and PurchasePro,\nIncorporated, a Nevada corporation, with its principal place of business at 3291\nNorth Buffalo Drive, Las Vegas NV 89129 (\"Partner\"). In consideration of the\nmutual covenants contained in this Agreement, the parties agree as set forth\nherein.\n\nThis Agreement establishes the framework of the BroadVision PurchasePro Alliance\n(the \"Alliance\"),\n\nThe following attachments form a part of this Agreement:\n\n    Exhibit A, Business Terms\n\n    Exhibit B, BroadVision Base Use License\n\n    Exhibit C,  Customer Use License(s)\n\n    Exhibit D Marketing Plan\n\n1. Definitions\n\n1.1 \"BroadVision Logo\" shall mean the logo specified by BroadVision for use in\nassociation with the Alliance.\n\n1.2 \"BroadVision Marketing Kit\" shall mean the digital files and camera-ready\nart of the BroadVision Logo, together with the current Logo Use Policy.\n\n1.3 \"Implement\" or \"Implementation\" shall mean the application, development,\nintegration and\/or customization of Software.\n\n1.4 \"Logo Use Policy\" shall mean either of the party's (as the case may be) then\ncurrent written policies for proper usage and placement of its trademarked logo\nand the Marks, as amended from time to time by either party and\/or their\nrespective licensors\n\n1.5 \"Marks\" shall mean the trademarks, service marks, trade names, and logos of\neither of the parties (as the case may be) and their respective licensors.\n\n1.6 \"Software\" shall mean all versions, including current, previous, and\nsubsequent versions, of all software products described in Exhibit A and\/or\nreplacements or successors thereto, together with operating instructions, user\nmanuals, training material, and other documentation to be supplied to Partner\npursuant to this Agreement.\n\n1.7 \"Territory\" means the geographical territory and\/or vertical markets, set\nforth in Exhibit A and\/or Exhibit B, if applicable.\n\n2. Non-Exclusivity Nothing in this Agreement shall be construed as limiting in\nany manner either party's rights to enter into other agreements or to accept\nother such appointments or other relationships, including appointments or\nrelationships with direct competitors of either party to this Agreement.\n\n3. Term and Termination\n\n3.1 Term. This Agreement will commence as of the Effective Date and will remain\nin effect for a period of two (2) years, unless terminated earlier, as set forth\nin this Section, and shall renew only pursuant to terms set forth in Exhibit A,\nif any.\n\n3.2 Termination for cause. Either party may terminate this Agreement (a) upon\nthirty (30) days written notice to the other following any material breach or\nomission by the other with respect to any term hereof and the failure of such\nother party to cure such breach or omission prior to the expiration of such\nthirty (30) day period; or (b) immediately, if (i) the other party is adjudged\ninsolvent or bankrupt or circumstances arise that would entitle a court to make\nsuch a finding, (ii) all or a substantial portion of its assets are transferred\nto an assignee for the benefit of creditors, to a receiver or a trustee in\nbankruptcy or (iii) the other party ceases its business operations.\n\n3.3 Effects of Termination. Upon termination or expiration of this Agreement and\nsubject to the BroadVision software licenses set forth in Exhibits B and C\nherein, all rights granted to and obligations of Partner under this Agreement\nwill cease and Partner will cease to represent itself as a Partner under this\nAgreement. In no event shall either party have any\n\n\n                                      -1-\n\n\nliability to the other for any loss whatsoever arising out of the termination of\nthis Agreement. If Partner terminates this Agreement under Section 3.2, Partner\nmay, in addition to any rights that Partner may have pursuant to the BroadVision\nsoftware licenses in Exhibits B and C, elect to continue to have the right to\npurchase, Implement and deploy Software for its customers to the extent Partner\nmay have contractual obligations to do so at termination, but only under the\nterms and conditions of this Agreement for a period of the greater of two years\nfrom the date of this Agreement or, for any particular customer of the Partner,\na period of three (3) years from the date Partner first uses Software for that\ncustomer.\n\n3.4 Survival. Notwithstanding any provision to the contrary, Sections 4, 6, 7\nand 9 of the Agreement and Exhibits B and C attached hereto will survive\nexpiration or termination of this Agreement.\n\n4. Fees\n\n(kkkk) The license fees payable under this Agreement are exclusive of any\nfederal, state or local sales, use, value added or other taxes, customs duties,\nor similar tariffs and fees which BroadVision may be required to pay or collect.\nShould any such tax or fee be payable, if BroadVision pays such tax or fee\n(inclusive of any penalties) on Partner's behalf, Partner shall reimburse\nBroadVision for the total amount so paid by BroadVision. Notwithstanding the\nforegoing, this Section 4 shall not apply to taxes based on BroadVision's\nincome.\n\n5. Alliance Framework\n\n5.1 Overview. A major goal of the Alliance is to increase each party's exposure,\npenetration and share in the marketplace, and increase implementation and\nintegration of their e-business solutions with front and back office systems,\ne-business strategy and creative design, by leveraging each party's position as\na leader in business web solutions, technologies and best practices. To\naccomplish this goal BroadVision and Partner agree to promptly and actively\nparticipate in (i) delivering a concise joint message to the marketplace in all\ncommunications; (ii) developing a Joint Marketing Plan as set forth in Exhibit\nD; (iii) target account planning; (iv) developing joint marketing collateral;\n(v) arming both sales forces with sales tools; and (vi) effectively identifying,\npursuing and executing joint BroadVision\/Partner solutions. By entering into\nthis Agreement, BroadVision and Partner agree to devote all reasonable,\ncooperative efforts to achieve these results.\n\n5.2 BroadVision Partner Program Marketing. Partner and BroadVision shall jointly\ndevelop and implement a Joint Marketing Plan as set forth in Exhibit D.\n\n5.3 BroadVision Partner Program Training. BroadVision will allow Partner\npersonnel to attend training classes to be scheduled in accordance with\nBroadVision's standard training class schedule. BroadVision will allow Partner\npersonnel to attend an aggregate of one hundred (100) hours of BroadVisions's\ntraining classes to be scheduled in accordance with BroadVision's standard\ntraining class schedule at no charge. BroadVision and Partner will agree upon\nthe initial number of Partner personnel to be trained, the dates of that\ntraining and the eventual number of such personnel to be trained within 45 days\nof the Effective Date of this Agreement.\n\n5.4 Implementation Framework Document. In order to assure quality control and\nconsistency in Partner Implementations, BroadVision and Partner shall use\ncommercially reasonable efforts to jointly develop, adopt, and revise on an\nannual basis, a formal framework for Implementation of BroadVision Software\nsolutions (the \"Implementation Framework\"). The parties shall coordinate and\ncooperate with each other so as to develop the Implementation Framework in light\nof and with reference to: (i) BroadVision's \"best practices\" and One-To-One\nprinciples; (ii) Partner's existing implementation methodology; and (iii) the\nimplementation procedures and rules of engagement practiced by BroadVision's\nWorldwide Professional Services Organization (\"WPSO\"). The parties shall\nendeavor to reduce the Implementation Framework to a mutually agreed upon\nwriting, which shall be revised from time to time by the parties as necessary\nand appropriate (the \"Implementation Framework Document\"). The Implementation\nFramework Document will be jointly owned by the Partner and BroadVision and will\nbe subject to all confidentiality agreements by both parties. Thereafter,\nPartner shall use commercially reasonable efforts to ensure that all Partner\nImplementation projects are Implemented based upon the conditions, protocols and\nprocedures contained in the Implementation Framework Document. Partner shall use\ncommercially reasonable efforts to address to BroadVision's reasonable\nsatisfaction any failure by Partner to comply with or Implement in accordance\nwith the protocols set forth in the Implementation Framework Document.\n\n5.5 Logo Usage. Each Partner may use each other's logo in accordance with each\nother's Logo Use Policy\n\n5.6 License to BroadVision's Software products. BroadVision provides Partner\nlimited licenses to its Software products, as identified in Exhibit A, in\naccordance with the licensing terms set forth in this Agreement and the Exhibits\nthereto.\n\n\n                                      -2-\n\n\nPartner agrees that these licenses are limited as set forth herein, and Partner\nshall not use the Software for any purpose other than those purposes expressly\nset forth in this Agreement and Exhibits thereto.\n\n5.7 Advertising and Promotional Materials. Each party may, in its discretion,\nreference the other in advertising and promotional materials in connection with\nthe sale and promotion of the Software. Permitted uses of the name or logo of\neach party and\/or the name or logo of each party's products include but are not\nlimited to: (i) lists of partners for customer information, (ii) framing and\ndisplaying at each party's corporate headquarters and at their respective\nselected business offices, (iii) displaying in a professionally prepared graphic\nfor display at sales and promotional events, and (iv) displaying as a link to\neach party's web site on the other's web site.\n\n6. Partner's Indemnity\n\nEach party agrees to indemnify and hold the other harmless against any cost,\nloss, liability, or expense (including attorneys' fees) arising out of third\nparty claims against that party as a result of the other party's negligent\npromotion or distribution of the other's products, including, without\nlimitation, providing unauthorized representations or warranties to its\ncustomers regarding the other's products or breaching any term, representation\nor warranty of this Agreement.\n\n7. Warranty Disclaimer And Limitation of Liability\n\n7.1 Warranty Disclaimer. EXCEPT AS PROVIDED IN ANY LICENSE OR WARRANTY TERMS IN\nTHE EXHIBITS HERETO, ALL SOFTWARE AND SERVICES PROVIDED BY BROADVISION TO\nPARTNER HEREUNDER ARE PROVIDED ON AN \"AS IS\" BASIS WITHOUT WARRANTY OF ANY KIND.\nBROADVISION HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT THERETO,\nWHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF\nMERCHANTIBILITY FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.\n\n7.2 Limitation of Liability. WITH THE EXCEPTIONS OF LIABILITY ARISING OUT OF\nSECTION 6 HEREOF, SECTION 6 OF EXHIBIT B ATTACHED HERETO AND FOR DAMAGES\nRESULTING FROM A BREACH OF SECTION 9 HEREOF, IN NO EVENT SHALL EITHER PARTY'S\nLIABILITY EXCEED THE AMOUNTS RECEIVED BY BROADVISION PURSUANT HERETO. WITH THE\nEXCEPTIONS OF LIABILITY ARISING OUT OF SECTION 6 HEREOF, SECTION 6 OF EXHIBIT B\nATTACHED HERETO AND FOR DAMAGES RESULTING FROM A BREACH OF SECTION 9 HEREOF, IN\nNO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR\nCONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS,\nDATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION\nIN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY\nOF SUCH DAMAGES, PROVIDED THAT LOSS OF REVENUE OR LOSS OF PROFITS ARISING FROM\nTHE UNAUTHORIZED USE, DISCLOSURE OR DISTRIBUTION BY A PARTY OF THE OTHER PARTY'S\nCONFIDENTIAL INFORMATION SHALL BE DEEMED DIRECT DAMAGE.\n\n8. Trademarks, Trade Names And Copyrights\n\n8.1 During the term of this Agreement, each party is authorized by the other to\nuse the trademarks, trade names and copyrighted materials that the other uses in\nconjunction with the advertisement, promotion and distribution of its products.\nEach party's use of such trademarks, trade names and materials will be in\naccordance with the other's policies.\n\n8.2 Nothing contained in this Agreement shall be construed to give either party\nany ownership interest in any of the other's trademarks, logos, copyrights or\ntrade names. Each party acknowledges that the other owns and retains all\ncopyrights and other proprietary rights in all of its products, and agrees that\nit will not at any time during or after this Agreement assert or claim any\ninterest in or do anything that may adversely affect the validity or\nenforceability of any trademark, trade name, trade secret or copyright belonging\nto or licensed to the other party (including, without limitation, any act, or\nassistance to any act, which may infringe or lead to the infringement of any\nsuch right). Each party agrees not to attach any additional trademarks, logos,\ntrade designations or other legends to any of the other party's product without\nthe prior written consent of the other party.\n\n8.3 Upon termination of this Agreement, Each party will forthwith cease all\ndisplay, advertising and use of all names, marks, logos and designations of the\nother party and will not thereafter use, advertise or display any name, make or\nlogo which is, or any part of which is, similar to or confusing with any such\ndesignation associated with the other party's product.\n\n8.4 Each party agrees to cooperate without charge in the other party's efforts\nto protect its proprietary rights and agrees to notify the other party of any\nknown or suspected breach of its proprietary rights that comes to that party's\nattention.\n\n\n                                      -3-\n\n\n9. Confidentiality\n\n9.1 Partner and BroadVision agree that any inventions, algorithms, know-how,\nideas and other business, technical or financial information obtained by one\nparty (the \"Disclosing Party\") to the other party (the \"Receiving Party\") ,\nincluding the terms of this Agreement, identified by the Disclosing Party in\nwriting at the time of disclosure as confidential or, if identified orally to be\nconfidential, so confirmed in writing within thirty days thereafter, are the\nconfidential property of the Disclosing Party (\"Confidential Information\").\nExcept as expressly provided herein, each party will hold in confidence and not\nuse or disclose any Confidential Information of the other party, and shall\nsimilarly bind its employees in writing. Both parties nondisclosure obligation\nshall continue for three (3) years following termination of this Agreement, but\nshall not apply to information that (a) is known by the Receiving Party or is\npublicly available at the time of disclosure by the Disclosing Party to the\nReceiving Party through no breach of this Agreement by the Receiving Party; (b)\nbecomes publicly available after disclosure by the Disclosing Party to the\nReceiving Party through no breach of this Agreement by the receiving party; (c)\nis hereafter rightfully furnished to the Receiving Party by a third party\nwithout restriction as to use or disclosure; d) is disclosed with the prior\nwritten consent of the Disclosing Party; (e) is information that was\nindependently developed by the Receiving Party; or (f) is required to be\ndisclosed pursuant to any judicial or administrative proceeding, provided that\nthe Receiving Party immediately after receiving notice of such action notifies\nthe disclosing party of such action to give the Disclosing Party the opportunity\nto seek any other legal remedies to maintain such information in confidence.\n\n9.2 The parties expressly acknowledge and agree that any breach or threatened\nbreach of this Section 9 may cause immediate and irreparable harm to the\nnon-breaching party, which may not be adequately compensated by damages. The\nbreaching party therefore agrees that in the event of such breach or threatened\nbreach, and in addition to any and all remedies available at law, the\nnon-breaching party will have the right to apply for equitable and injunctive\nrelief.\n\n10. General Provisions\n\n10.1 Assignment and Binding Effect. Either party may assign this Agreement to an\nentity in connection with any conveyance or other transfer of any capital\nsecurities of the assigning party, or any other transaction whatsoever, the\neffect of which is to confer upon the assignee the ability to determine a\nmajority of members of the assigning party's board of directors or otherwise\ncontrol the affairs of the assigning party, provided that such assignee agree in\nwriting to assume all obligations under this Agreement. Except as set forth\nabove, neither party may assign any of its rights or delegate any of its\nobligations under this Agreement to any third party without the express written\nconsent of the other, which consent shall not be unreasonably withheld,\nconditioned or delayed. Any attempted assignment in violation of the foregoing\nshall be void and of no effect. Subject to the above, this Agreement shall be\nbinding upon and inure to the benefit of the successors and assigns of the\nparties hereto.\n\n10.2 Notices. Notices under this Agreement or Exhibits attached hereto shall be\nsufficient only if personally delivered, delivered by a major commercial rapid\ndelivery courier service, delivered by facsimile transmission, or mailed by\ncertified or registered mail, return receipt requested to a party at its\naddresses first set forth herein or as amended by notice pursuant to this\nsubsection.\n\n10.3 Press Releases. All press activities relating to this Agreement shall be\napproved by each party's Public Relations Department.\n\n10.4 Governing Law and Legal Actions. This Agreement shall be governed by and\nconstrued under the laws of the State of California and the United States\n(excluding the United Nations Convention on Contracts for the International Sale\nof Goods) without regard to conflict of laws principles. The sole jurisdiction\nand venue for actions related to the subject matter hereof shall be the state\nand federal courts located in San Mateo County, California. Both parties consent\nto the personal jurisdiction of such courts and agree that process may be served\nin the manner provided herein for giving of notices or otherwise as allowed by\nlaw.\n\n10.5 Partial Invalidity. If any provision of this Agreement is held to be\ninvalid, then the remaining provisions shall nevertheless remain in full force\nand effect. The parties agree to renegotiate in good faith any term held invalid\nand to be bound by the mutually agreed substitute provision.\n\n10.6 No Agency. BroadVision and Partner are each independent entities and\nneither party shall be, nor represent itself to be, a franchisor, franchisee,\njoint venturer, partner, master, servant, principal, agent or legal\nrepresentative of the other party for any purpose whatsoever.\n\n10.7 No Waiver. No waiver of any term or condition of this Agreement shall be\nvalid or binding on either party unless the same shall have been mutually\nassented to in writing by both parties. The failure of either party to enforce\nat any time any\n\n\n                                      -4-\n\n\nof the provisions of this Agreement, or the failure to require at any time\nperformance by the other party of any of the provisions of this Agreement, shall\nin no way be construed to be a present or future waiver of such provisions, nor\nin any way affect the validity of either party to enforce each and every such\nprovision thereafter.\n\n10.8 Force Majeure. Nonperformance by either party shall be excused to the\nextent that performance is rendered impossible by strike, fire, flood,\nearthquake, governmental acts or orders or restrictions, failure of suppliers,\nor any other reason where failure to perform is beyond the control and not\ncaused by the negligence of the non-performing party\n\n10.9 Legal Expenses. The prevailing party in any legal action brought by one\nparty against the other and arising out of this Agreement shall be entitled, in\naddition to any other rights and remedies it may have, to reimbursement for its\nexpenses, including court costs and reasonable attorneys' fees.\n\n10.10 Counterparts. This Agreement may be executed in two or more counterparts,\neach of which shall be deemed an original and all of which together shall\nconstitute one instrument.\n\n10.11 Entire Agreement. This Agreement and Exhibits attached hereto sets forth\nthe entire agreement and understanding of the parties relating to the subject\nmatter herein and merges all prior discussions between them. No modification of\nor amendment to this Agreement shall be effective unless in a writing signed by\nboth parties. No waiver of any rights under this Agreement shall be effective\nunless in writing signed by the party to be charged.\n\n(Signature block on following page.)\n\n\n                                      -5-\n\n\nBroadVision, Inc.                         PurchasePro.com, Inc.\n\n\nBy:                                       By:\n   -----------------------------             -----------------------------\n\nName:                                     Name:\n\nTitle:                                    Title:\n      --------------------------                --------------------------\n\n\n                                      -6-\n\n\n                                  Exhibit A to\n\n                    PurchasePro BroadVision Master Agreement\n\n                                 Business Terms\n\nThis Exhibit A is made to that certain PurchasePro BroadVision Master Agreement\n(the \"Agreement\") between PurchasePro (\"Partner\") and BroadVision, Inc.\n(\"BroadVision\") and sets forth certain business terms applicable to the\nrelationship established by the Agreement. All capitalized terms shall have the\ndefinitions ascribed to them in the Agreement, unless otherwise defined herein.\n\n      For purposes of this Exhibit A, the following terms shall have the\n      meanings indicated:\n\n      \"Prospect\" shall mean a prospective customer for Partner;\n\n      \"Customer\" shall mean an entity for whom Partner is providing hosting,\ndevelopment or deployment services with respect to any of the ASP Software or\nwith whom Partner has signed an agreement for the provision of such services\ninvolving any of the ASP Software or licensing thereof;\n\n      \"Applicable List Price\" shall mean BroadVision's list price for the number\nof licenses being acquired for use for the Customer. With respect to the initial\nnumber of licenses acquired for use for the Customer, the list price will be\nthat which is in effect at the time the time the entity first becomes a\nCustomer. The list price for any additional licenses will be that which is in\neffect at the time Partner orders those licenses for use for the Customer.\n\n\"ASP Software\" shall mean BroadVision One-to-One Enterprise, One-to-One\nPublishing, One-to-One Business Commerce, and One-to-One InfoExchange (Up to\nVersion 5.5). For purposes of this section, \"ASP Software\" shall only include\nBroadVision software products available as of the date of this Agreement,\ntogether with subsequent releases, new versions or replacements of those\nproducts, including software as are normally provided pursuant to BroadVision's\nstandard software maintenance obligations.\n\n      \"Monthly Fee\" shall mean a percentage of Applicable List Price to be paid\nto BroadVision each month by Customer for the deployment versions of the\nSoftware being or to be used by Partner for the Customer;\n\n\"Profiled User\" means a record of a person or entity who is registered in the\nuser profile database used in conjunction with the ASP Software for the purpose\nof managing activity of such person or entity when accessing the website using\nany of the ASP Software, which record maintains information about such person or\nentity and may refer to external sources for additional information about such\nperson or entity.\n\n      A. Territory\n\n      Worldwide\n\n      B. BroadVision Software Licenses, Fees and Maintenance:\n\n\n                                      -7-\n\n\n      Licenses and Fees\n\n            1. BroadVision ASP Software Licensed\n\n            Product                           No of Copies\n            -------                           ------------\n\n            One-to-One Enterprise               Unlimited\n            One-to-One Business Commerce        Unlimited\n            One-to-One Publishing               Unlimited\n            BroadVision Info Exchange           Unlimited\n\n                                     ASP Software Sub-Total:  [***]\n\n            2. Tools Software Licensed\n\n            Product           No of Copies            Unit Price     Total\n            -------           -------------           ----------     -----\n\n            Design Center               25               [***]       [***]\n            Instant Publisher           100              [***]       [***]\n\n                                    Tools Software Sub-Total: Included\n\n            3. 1st Year Maintenance\n\n            ASP Software       [***] of BV List\/year               [***]\n            Instant Publisher  [***] of BV List\/year               Included\n            Design Center      [***] of BV List\/year [***]         Included\n\n                                     Maintenance Sub-Total:    [***]\n\n                                                GRAND TOTAL:   [***]\n\nThe foregoing fees are non-refundable. Partner shall pay the ASP Software\nLicense Fees and First Year Maintenance in total in one (1) lump sum payment.\nSaid payment shall be due and payable net 30 days from the Effective Date, which\nsum shall be wire transferred to BroadVision's designated bank account.\nMaintenance fees for year two (2) of the Agreement shall be due and payable net\n30 days from the first anniversary of the Effective Date and shall, at partners\nrequest, renew on a yearly basis thereafter on the existing terms. Partner shall\nhave the right to renew this Agreement on existing terms for an additional two\nyears at any time prior to the termination of the Agreement. Notwithstanding any\nprovisions to the contrary herein, in the event maintenance for any year, for\nwhich Partner has already pre-paid the maintenance fees applicable to such year,\nis terminated for any reason prior to the end of such year, BroadVision shall\nrebate to Partner an amount equal to product of (1) the amount of maintenance\nfees pre-paid for such year multiplied by (2) the fraction, the numerator of\nwhich is the number of days remaining in such year following the date\nmaintenance was terminated, and the denominator of which is the number of days\nin such year.\n\nC. Conversion to Perpetual Licenses\n\nAt the end of the term of the Agreement, Partner shall take an inventory of the\nnumber of copies of the ASP Software in use and that it wishes to continue to\nuse, which inventory will include the number of Profiled Users in place at the\nend of the Agreement and shall, within thirty days of such date, give\nBroadVision prompt written notice of that number broken down by ASP Software\nproduct, including the number of Profiled Users (the \"In-Use Licenses\"). All\nIn-Use Licenses will thereupon and at no additional cost to Partner become\nperpetual licenses. Annual maintenance fees for In-Use Licenses will be as\nprovided in Section B. If Partner wants to purchase\n\n ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION\n                                      -8-\n\n\nadditional copies of the ASP Software, including additional Profiled Users,\nafter the end of the Agreement, Partner must purchase them for additional\nlicense fees at rates to be mutually agreed upon.\n\nD. Calculation of Payment on Deployment and Revenue Sharing\n\n      Each Customer will purchase deployment licenses for use in the deployment\nof Software in conjunction with the Application for such Customer. Deployment\nlicenses are priced based on the number of records a Customer wishes to keep in\nthe BroadVision user profile database at any point in time.\n\nDeployment licenses (profiles), BroadVision One-To-One Command Centers,\nBroadVision One-To-One Publishing Centers, BroadVision One-To-One Instant\nPublishers and BroadVision Design Centers will be licensed from BroadVision\nbased on whether the Prospect is ASP developed or BroadVision developed. In\norder to comply with the following provisions, Partner shall register all\nProspects with BroadVision in accordance with BroadVision's standard lead\nregistration practices and confirm that BroadVision is not already engaged with\nthe Prospect. Thereafter, the following provisions shall govern:\n\n      a) For ASP developed leads: If BroadVision did not refer the Customer \nto Partner, the rate of the Monthly Fee for that Customer will be [***] for \neach month (or part thereof) the Customer is a customer of Partner, provided \nhowever that the initial term of the lease or rental agreement with Customer \nwill be at least [***]. The lease or rental agreement may be terminated \nbefore the end of the initial term and Customer will be relieved of paying \nthe Monthly Fee with respect to any months starting with the month after the \nmonth in which such termination occurs. The Monthly Fee includes a charge for \nmaintenance services provided to Customer by BroadVision with respect to \nthose deployment licenses. Deployment licenses must be purchased separately \nfor use for each Customer and the minimum number of profiled users to be \ncovered by deployment licenses used for each Customer will be [***]. If fewer \nthan [***] of Customer's customers have signed rental or lease agreements \nwith initial terms of at least [***], BroadVision will have the right to \nincrease the rate of the Monthly Fee of such Customers.\n\n      b) For BroadVision developed leads: For Prospects that BroadVision\ndevelops, BroadVision, at its sole discretion, may offer that Prospect to\nPartner as follows:\n\n(i) BroadVision will provide Partner with the opportunity to become involved\nwith a Prospect and Partner will respond in writing acknowledging that\nBroadVision has found and is leading the Prospect in a BroadVision sales effort,\nand that the terms set forth herein are applicable.\n\n(ii) After receipt of said written acknowledgement, BroadVision will provide\nPartner with a list of the Software (name and amount of each Software product)\nproposed to be licensed to the Prospect and the price at which BroadVision\nproposes to license the Software to the Prospect. Partner may request to change\nthe amounts based on the Prospect's need.\n\n(iii) The fees to be paid to BroadVision by Customer for the Software \nlicenses (development and deployment) purchased for use by Customer will be \n[***] for each month (or part thereof) the Prospect is a Customer of Partner, \nprovided however that the initial term of the lease or rental agreement with \nsuch Customer will be at least [***]. If fewer than [***] of \nCustomer's customers have signed rental or lease agreements with initial \nterms of at least [***], BroadVision will have the right to increase the \nrate of the Monthly Fee of such Customers. The lease or rental agreement may \nbe terminated before the end of the initial term and Customer will be \nrelieved of paying the Monthly Fee with respect to any months starting with \nthe month after the month in which such termination occurs. The Monthly Fee \nincludes a charge\n\n                                      -9-\n ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION.\n\n\nfor maintenance services provided to Customer by BroadVision with respect to\nthose deployment licenses. Deployment licenses must be purchased separately for\nuse for each Customer and the minimum number of profiled users to be covered by\ndeployment licenses used for each Customer will be [***].\n\n      Any modification of the above conditions (i to iii) must be approved in\nwriting on and signed by the Vice President, Worldwide Channels Organization of\nBroadVision and the vice president (or equivalent) of sales of Partner.\n\nE. Deployment Maintenance fees\n\nMaintenance Fee for Deployment Licenses is included in the Monthly Fee.\n\nF. Fee to Transfer ownership of Deployment Licenses to Customer\n\nSubject to Customer paying BroadVision a fee (as calculated below), Partner may\ntransfer ownership of Deployment Licenses from Partner to Customer. The fee is\nthe greater of:\n\no     [***] of the then current local list price of the deployment licenses to\n      be transferred or\n\no     if Partner was paying BroadVision a monthly fee for those licenses, the\n      result from the following sliding scale formula:\n\n      [***]\n\n      Where:[***] \n\no     Customer will pay the transfer fee to BroadVision.\n\no     Customer must sign BroadVision's then standard license agreement for the\n      deployment licenses being transferred.\n\no     At the time the licenses are transferred, Customer must pay BroadVision\n      the annual maintenance fees for the deployment licenses being transferred.\n\n      G. Qualified Lead Fees\n\nAs the entire consideration for referrals of Partner Qualified Leads (defined\nbelow) of a Customer by BroadVision under this Agreement, Partner shall pay to\nBroadVision for each referral of a Partner Qualified Lead by BroadVision\nhereunder an amount equal to [***] of the license fee, after\ndeduction for items such as commissions, revenue sharing payments and bad debt\nreserves (\"Partner License Fee\"), as received by Partner pursuant to an executed\nlicense for any of Partner's software products (\"Marketplace Software License\")\nresulting from such Partner\n\n\n                                      -10-\n ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION\n\n\n\nQualified Lead (\"Partner Lead Generation Fee\"). BroadVision understands and\nagrees that any Partner Lead Generation Fee paid to BroadVision hereunder is\npayable solely to BroadVision and no part thereof shall be given or tendered to\nany other person, without the prior written consent of Partner. Partner's\nobligation to pay any Partner Lead Generation Fee hereunder for each Partner\nQualified Lead will accrue as of the date the Marketplace Software License with\nrespect thereto becomes effective (\"Partner Referral Date\"). Partner will pay\nBroadVision the Partner Lead Generation Fee within thirty (30) days after the\nend of the quarter during which the Partner License Fee is paid with respect to\nany Partner Qualified Lead. Partner will provide with each payment a statement\nshowing the calculation of any Partner Lead Generation Fees. Notwithstanding any\nother provision of this Agreement, no Partner Lead Generation Fee shall accrue\nand Partner shall not be obligated to pay any Partner Lead Generation Fee unless\nand until Partner receives payment in full of the license fee set forth in the\nMarketplace Software License for the applicable Partner Qualified Lead. In the\nevent of termination of a Marketplace Software License or any cessation of\nlicense fee payments thereunder by a Partner Qualified Lead, all rights to\nreceive further Partner Lead Generation Fees with respect to such Partner\nQualified Lead shall terminate. Partner agrees to use reasonable commercial\nefforts to collect all license fees owed by Partner Qualified Lead under the\nMarketplace Software License to which such Partner Qualified Lead is a party.\n\"Partner Qualified Lead\" means each Customer referred by BroadVision to Partner:\n(i) for whom BroadVision submits a Partner Lead Form, (ii) which Customer\nreferral is duly qualified and accepted by Partner, (iii) with whom Partner, in\nits sole discretion, enters into a fully executed Marketplace Software License,\nand (iv) as to which at the time of submission of the Partner Lead Form by\nBroadVision, Partner had no preexisting relationship as a strategic partner,\nprospect or customer, either directly or indirectly through another referral\nparty, reseller, sales and marketing agent or other strategic partner.\n\nAs the entire consideration for referrals of BroadVision Qualified Leads\n(defined below) of a customer by Partner under this Agreement, BroadVision shall\npay to Partner for each referral of a BroadVision Qualified Lead by Partner\nhereunder an amount equal to [***] of the license fee, after\ndeduction for items such as commissions, revenue sharing payments and bad debt\nreserves (\"BroadVision License Fee\"), as received by BroadVision pursuant to an\nexecuted license for any of BroadVision's software products (\"Software License\")\nresulting from such BroadVision Qualified Lead (\"BroadVision Lead Generation\nFee\"). Partner understands and agrees that any BroadVision Lead Generation Fee\npaid to Partner hereunder is payable solely to Partner and no part thereof shall\nbe given or tendered to any other person, without the prior written consent of\nBroadVision. BroadVision's obligation to pay any BroadVision Lead Generation Fee\nhereunder for each BroadVision Qualified Lead will accrue as of the date the\nSoftware License with respect thereto becomes effective (\"BroadVision Referral\nDate\"). BroadVision will pay Partner the BroadVision Lead Generation Fee within\nthirty (30) days after the end of the quarter during which the BroadVision\nLicense Fee is paid with respect to any BroadVision Qualified Lead. BroadVision\nwill provide with each payment a statement showing the calculation of any\nBroadVision Lead Generation Fees. Notwithstanding any other provision of this\nAgreement, no BroadVision Lead Generation Fee shall accrue and BroadVision shall\nnot be obligated to pay any BroadVision Lead Generation Fee unless and until\nBroadVision receives payment in full of the license fee set forth in the\nSoftware License for the applicable BroadVision Qualified Lead. In the event of\ntermination of a Software License or any cessation of license fee payments\nthereunder by a BroadVision Qualified Lead, all rights to receive further\nBroadVision Lead Generation Fees with respect to such BroadVision Qualified Lead\nshall terminate. BroadVision agrees to use reasonable commercial efforts to\ncollect all license fees owed by BroadVision Qualified Lead under the Software\nLicense to which such BroadVision Qualified Lead is a party. \"BroadVision\nQualified Lead\" means each customer referred by Partner to BroadVision: (i) for\nwhom Partner submits a BroadVision Lead Form, (ii) which customer referral is\nduly qualified and accepted by BroadVision, (iii) with whom BroadVision, in its\nsole discretion, enters into a fully executed Software License, and (iv) as to\nwhich at the time of submission of the BroadVision Lead Form by Partner,\nBroadVision had no preexisting relationship as a strategic partner, prospect or\ncustomer, either directly or indirectly through another referral party,\nreseller, sales and marketing agent or other strategic partner.\n\n ***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION\n\n\n      H. At execution of this Agreement, Partner agrees to deliver to\n      BroadVision a Purchase Order (PO) in the amount set forth under Grand\n      Total in Section B herein.\n\nBroadVision, Inc.                         PurchasePro.com, Inc.\n\n\nBy:                                       By:\n   ----------------------------------        -----------------------------------\n\nName:                                     Name:\n\nTitle:                                    Title:\n      -------------------------------           --------------------------------\n\n\n                                      -11-\n\n\n                                  Exhibit B to\n\n                    BroadVision PurchasePro Master Agreement\n\n                  Software License Agreement (Base Use License)\n\nThis Exhibit B is made to that certain PurchasePro BroadVision Master Agreement\n(the \"Agreement\") dated December 19, 2000 between PurchasePro (\"Partner\") and\nBroadVision, Inc. (\"BroadVision\") and sets forth certain terms applicable to the\nlicense of Software by BroadVision to Partner hereunder. All capitalized terms\nshall have the definitions ascribed to them in the Agreement, unless otherwise\ndefined herein. For purposes of clarification, the parties acknowledge and agree\nthat the software, systems and tools described in Attachment 1 to this Exhibit B\nare all part of the Software identified in Exhibit A and licensed to Partner as\npart of the Software.\n\n1.  License\n\n      1.1   BroadVision hereby grants to Partner a perpetual (subject to\n            termination as provided in the Agreement and its exhibits),\n            nonexclusive and nontransferable license (\"Base Use License\"),\n            subject to the terms and conditions of this Base Use License, and\n            the BroadVision PurchasePro Master Agreement (\"Partner Agreement\"),\n            to use the object code for the number of copies of the Software as\n            set forth in Exhibit A of the Partner Agreement as Base Use Licenses\n            solely to train Partner personnel in the use of the Software and for\n            creating prototypes for the purpose of demonstrating the Software to\n            Prospects (as defined in Exhibit A). Partner's use of the Software\n            shall be in accordance with BroadVision's licensing practices from\n            time to time in effect. The current licensing practices are set\n            forth in Attachment 1 hereto.\n\n      1.2   BroadVision also grants to Partner a perpetual (subject to\n            termination as provided in the Agreement), nonexclusive and\n            nontransferable license to use the Software described in Exhibit A\n            to the Partner Agreement as Production Use Licenses to design,\n            Implement and\/or operate production versions of the Software solely\n            for use in Partner's own business, subject to the limitations set\n            forth elsewhere herein (\"Production Use Licenses\"). Partner's use of\n            the Production Use Licenses shall be in accordance with Attachment 1\n            hereto.\n\n      1.3   Except as otherwise permitted herein, Partner may not (a) rent,\n            lease, or loan the Software (b) electronically transmit the Software\n            over a network except as necessary for Partner's licensed use of the\n            Software; (c) use run-time versions of third-party products embedded\n            in the Software, if any, for any use other than the intended use of\n            the Software, (d) modify, disassemble, decompile, or reverse\n            engineer the Software; (e) transfer possession of any copy of the\n            Software to another party, except as expressly permitted herein; (f)\n            sublicense or permit the Software to be sublicensed to any\n            governmental entity without BroadVision's prior written consent; (g)\n            use any Base Use License to design, Implement or operate production\n            versions of the Software or the Application (as defined in an\n            Attachment hereto if applicable) by or for Partner or any Prospect\n            or Customer (as that term is defined in Exhibit A to the Agreement)\n            or (h) use the Software in any way not expressly provided for in\n            this Base Use License. There are no implied licenses. Partner\n            acknowledges and agrees that BroadVision may, at any time without\n            notice, incorporate license management Software into the Software to\n            prevent Partner from exceeding the scope of their respective\n            licenses.\n\n      1.4   Any additional use of the Software shall be permitted only in\n            accordance with one or more additional Exhibits to the Partner\n            Agreement.\n\n\n                                      -12-\n\n\n2. Delivery\n\n      2.1   Software will be shipped FOB BroadVision's facility in Redwood City,\n            California, U.S.A., by commercial surface transportation.\n            Transportation charges in excess of such rates will be billed to\n            Partner. Software shall be deemed accepted upon delivery.\n\n3. Title to Software.\n\n      3.1   Partner shall include BroadVision's copyright or proprietary rights\n            notice on any copies of the Software or associated documentation,\n            including copyright or proprietary rights notices of third parties\n            that are included on media or in documentation provided by\n            BroadVision. Partner acknowledges that the Software is the property\n            of BroadVision or its licensors.\n\n4. Warranty.\n\n      4.1.  BroadVision warrants to Partner that the Software will conform in\n            all material respects to its written specifications when installed\n            and for 90 days thereafter. For purposes of this Agreement, the sole\n            source of such specifications shall be BroadVision's written user\n            documentation.\n\n      4.2.  Partner will notify BroadVision within 10 days after the expiration\n            of the applicable warranty period of any failure of the Software to\n            conform to either the foregoing warranties. Where a material\n            nonconformity exists within the warranty period, and proper notice\n            has been given to BroadVision, BroadVision will, as its sole and\n            exclusive liability to Partner, use due diligence to correct the\n            nonconformity and provide Partner with one copy of any such\n            corrected version of the Software, or, if BroadVision is unable to\n            correct such nonconformities within a reasonable period of time,\n            refund the applicable license fees paid to it for the Software, or\n            the most recent software maintenance fee paid for the Software, if\n            the nonconformity relates to a Standard Release (defined below)\n            delivered pursuant BroadVision's maintenance program described in\n            Exhibit A to the Agreement.\n\n      4.3.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,\n            EXPRESSED OR IMPLIED, AND BROADVISION EXPRESSLY DISCLAIMS ANY\n            IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR\n            PURPOSE, TITLE, OR NONINFRINGEMENT.\n\n5. Maintenance.\n\n      5.1  BroadVision agrees to provide Partner with software maintenance for\nBase Use Licenses subject to the following provisions and conditions:\n\n            a.    AT PARTNER'S REQUEST, BROADVISION SHALL PROVIDE SOFTWARE\n                  MAINTENANCE AT PRICES SET FORTH IN EXHIBIT A. SOFTWARE\n                  MAINTENANCE SHALL INCLUDE (I) TELEPHONE AND ELECTRONIC MAIL\n                  SUPPORT PROVIDED DURING BROADVISION'S NORMAL WORKING HOURS,\n                  AND (II) STANDARD RELEASES CONTAINING IMPROVEMENTS OR\n                  MODIFICATIONS TO THE SOFTWARE, WHERE SUCH IMPROVEMENTS OR\n                  MODIFICATIONS ARE NOT PRICED AS SEPARATE NEW PRODUCTS OR\n                  OPTIONS (\"STANDARD RELEASE\").\n\n            b.    BROADVISION SHALL PROVIDE SOFTWARE MAINTENANCE FOR ANY\n                  STANDARD RELEASE UNTIL 180 DAYS AFTER SHIPMENT OF THE\n                  SUBSEQUENT STANDARD RELEASE.\n\n            c.    PARTNER SHALL DESIGNATE ONE OR, WITH BROADVISION'S PRIOR\n                  WRITTEN APPROVAL, MORE THAN ONE SUPPORT CONTACT PERSON, WHO\n                  shall be responsible for\n\n\n                                      -13-\n\n\n                  COMMUNICATING SUPPORT ISSUES TO BROADVISION AND COMMUNICATING\n                  BROADVISION'S RESPONSE TO PARTNER PERSONNEL. PARTNER AGREES TO\n                  PROVIDE BROADVISION WITH TIMELY WRITTEN NOTIFICATION\n                  CONTAINING ALL DETAILS OF SOFTWARE PROBLEMS NECESSARY FOR\n                  BROADVISION TO DIAGNOSE SUCH PROBLEMS. PARTNER WILL ALSO\n                  PROVIDE BROADVISION WITH THE OPERATING SYSTEM AND HARDWARE\n                  CONFIGURATION OF EACH MARKETING SUPPORT LICENSE PARTNER AGREES\n                  TO COOPERATE REASONABLY IN PROVIDING BROADVISION WITH THE\n                  MATERIALS NECESSARY TO REPRODUCE A REPORTED SOFTWARE PROBLEM,\n                  AND TO ENGAGE IN A REASONABLE ARRANGEMENT TO DIAGNOSE REPORTED\n                  SOFTWARE PROBLEMS. IF BROADVISION PROVIDES ON-SITE SERVICES AT\n                  PARTNER'S REQUEST IN CONNECTION WITH SOFTWARE MAINTENANCE,\n                  PARTNER SHALL REIMBURSE BROADVISION FOR ALL TRAVEL AND OTHER\n                  REASONABLE OUT-OF-POCKET EXPENSES INCURRED WITH RESPECT TO\n                  SUCH SERVICES.\n\n            d.    SOFTWARE MAINTENANCE MAY ALSO INCLUDE ANY PATCH RELEASES\n                  (\"PATCH RELEASES\") THAT BROADVISION, IN ITS SOLE DISCRETION,\n                  MAKES AVAILABLE. PATCH RELEASES ARE INTENDED TO ADDRESS\n                  MATERIAL DEVIATIONS BETWEEN THE SOFTWARE AND ITS PUBLISHED\n                  SPECIFICATIONS UNTIL A STANDARD RELEASE CAN BE MADE AVAILABLE.\n                  PARTNER MAY INSTALL PATCH RELEASES AT ITS OPTION.\n\n            e.    BROADVISION SHALL NOT BE RESPONSIBLE FOR MAINTAINING SOFTWARe\n                  THAT FAILS TO COMPLY WITH ITS PUBLISHED SPECIFICATIONS IF SUCH\n                  NON-COMPLIANCE IS THE RESULT OF MODIFICATION OF THE SOFTWARE\n                  BY PARTNER OR THIRD PARTIES. IF BROADVISION EXPENDS ITS TIME\n                  ON A NONCOMPLIANCE FOUND TO BE THE RESULT OF ANY OF THE\n                  PRECEDING, PARTNER SHALL PAY BROADVISION FOR SUCH TIME AT\n                  BROADVISION'S THEN-CURRENT HOURLY CONSULTING RATE.\n\n             5.3 Annual software maintenance fees are due and payable in\nadvance; in all other respects payments are subject to the terms and conditions\nof the Agreement.\n\n             5.4 If Partner declines software maintenance and later elects to\ncommence or re-commence maintenance, or if maintenance for an item of Software\nis discontinued at Partner's request and then subsequently renewed, Partner\nshall pay the maintenance fees that would have been due for the period during\nwhich maintenance was not provided.\n\n6.  Intellectual Property Rights Indemnity\n\n      6.1 BroadVision will defend at its expense, indemnify and hold harmless\nPartner and its officers, directors, shareholders, employees, and agents from\nand pay all costs, losses, liabilities, penalties, expenses, judgments and\ndamages arising out of or related to any suit, claim or action against Partner\nclaiming that the Software, or its use by Partner in the manner in which it is\nintended to be. used, infringes any patent, copyright, trademark or trade\nsecret. BroadVision's obligations under this section are conditioned upon\nBroadVision having sole control of any such action, and upon Partner notifying\nBroadVision promptly in writing of the claim and giving authority, information,\nand assistance necessary to settle or defend such claim. If the use of the\nSoftware infringes or is enjoined, or BroadVision believes it is likely to\ninfringe or be enjoined, BroadVision may, at its sole option, (i) procure for\nPartner the right to continue use of the licensed Software as furnished; (ii)\nreplace the licensed Software; (iii) modify the licensed Software to make it\nnon-infringing, provided that the Software still substantially conforms to the\napplicable specifications; or (iv) if BroadVision, after using all commercially\nreasonable efforts, is unable to accomplish the foregoing remedies, terminate\nthe license and refund the license fee for the Software, less a proportional\nadjustment for the time the Software was used by Partner, equal to the ratio of\nthe time elapsed since the delivery date to five (5) years. The indemnity\nprovided herein shall not apply to the extent the alleged infringement arises\nfrom: (a) the use of other than a currently supported, unaltered release of the\nlicensed Software; (b) the use of Software that has been modified or merged with\nother programs by Partner;\n\n\n                                      -14-\n\n\nor (c) the use of the licensed Software in combination with software or hardware\nnot provided under this Base Use License (other than software and hardware\ndescribed in BroadVision's specifications or documentation for the Software as\ncapable of being used with the Software or as otherwise agreed in writing by\nBroadVision). The foregoing states BroadVision's sole and exclusive liability\nfor patent, copyright, or other proprietary rights infringement.\n\n7. Confidentiality of Software and Documents.\n\n      7.1   Partner shall not reproduce, duplicate, copy, sell, or otherwise\n            disclose, or disseminate the Software, including operating\n            instructions, user manuals, and training materials, in any medium\n            except as authorized herein. Partner may make copies of the\n            Software, in machine readable form, only as is reasonably necessary\n            for archival and backup purposes.\n\n      7.2   Partner expressly undertakes, using reasonable efforts not less than\n            it exercises for its own confidential materials, to retain in\n            confidence, and to require its employees or consultants to retain\n            the Software in confidence, and will make no use of such\n            information, except under the terms and during the existence of this\n            Base Use License, and only to the extent that such use is necessary\n            to Partner's employees or consultants in the course of their\n            employment.\n\n      7.3   The provisions of this section shall survive the termination of this\n            Base Use License for a period of five (5) years.\n\n      7.4   Partner shall not release the results of any benchmark of the\n            Software, or of any third party products embedded in the Software,\n            without BroadVision's prior written approval.\n\n8.  Audit Rights.\n\n      8.1   At BroadVision's request, but in no event more than twice annually,\n            Partner shall provide BroadVision with a report detailing its use of\n            the Software. No more than once annually, BroadVision may audit\n            Partner's records to ensure that license and other fees have been\n            properly paid in compliance with this Base Use License. Any such\n            audit will be conducted with reasonable advance notice during\n            regular business hours at Partner's offices and shall not interfere\n            unreasonably with Partner's business activities. If an audit reveals\n            that Partner has underpaid its total fees by more than five percent\n            (5%), then Partner shall pay BroadVision's reasonable costs of\n            conducting the audit, in addition to the underpaid amount.\n\n9.  General.\n\n      9.1   Partner acknowledges that the Software contains trade secrets, the\n            disclosure of which would cause substantial harm to BroadVision that\n            could not be remedied by the payment of damages alone. Accordingly,\n            BroadVision will be entitled to preliminary and permanent injunctive\n            relief and other equitable relief for any breach of BroadVision's\n            intellectual property rights in the Software.\n\n10.  Severability.\n\n\n                                      -15-\n\n\n      10.1  If any provision of this Base Use License shall be held by a court\n            of competent jurisdiction to be contrary to law, the remaining\n            provisions of this License Agreement shall remain in full force and\n            effect.\n\n11.  Export.\n\n      Partner acknowledges that the laws and regulations of the United\n      States govern the export of the Software. Partner agrees that it will not\n      export or re-export the Software in any form without first obtaining the\n      appropriate United States and foreign government approvals.\n\n      \n12.  Notice.\n\n      Any notice, consent, or other communication hereunder shall be in\n      writing, and shall be given personally, by confirmed fax or express\n      delivery to either party at their respective addresses:\n\n            (i)   to BroadVision at:\n                  BroadVision, Inc.\n                  585 Broadway\n                  Redwood City, CA 94063,\n                  USA Attn: Chief Financial Officer\n\n            (ii) to Partner at:\n\n\n     PurchasePro.com, Inc.\n     3291 N. Buffalo Drive\n     Las Vegas, NV 89129\n     Attn:  General Counsel\n\n      or such other address as may be designated by written notice of\n      either party. Notices shall be deemed given when delivered or transmitted,\n      or seven days after deposit in the mail.\n\nInitials:  BroadVision:                               Partner:\n                       -------------------------              ----------------\n\n\n                                      -16-\n\n\n      Attachment 1 to Exhibit B to PurchasePro BroadVision Master Agreement\n \n                         BroadVision Licensing Practices\n\nThis Attachment 1 is made to Exhibit B to the PurchasePro BroadVision Master\nAgreement and sets forth BroadVision's current standard licensing practices are\nas follows for the products listed below. These practices are in effect as of\nAugust 1, 2000.\n\nI.    One-To-One Development System -- licensed on a per-user basis. In other\n      words, each individual who will use the One-To-One Development System to\n      develop BroadVision One-To-One applications must be separately licensed.\n      Customer may reassign One-To-One Development System licenses within\n      reason, for example as employees terminate employment or transfer to other\n      departments. One-To-One Development System products include:\n\n      o     Enterprise Development System - the basic BroadVision development\n            system\n\n      o     One-To-One Publishing Development System - the BroadVision\n            development system for XML-based content management. The One-To-One\n            Publishing Development System includes the following development\n            components:\n            o     XML Repository\n            o     XML Adapter\n            o     Publishing Clients, also referred to as the Styler\/Composer\n                  and DTD development tools.\n            One copy of each of the following deployment components is included:\n            o     Authoring Client for Microsoft Word\n            o     Authoring Client for Microsoft PowerPoint\n            o     Content Workflow\n\n      [NOTE: One-To-One Publishing Development System requires one Enterprise\n      Development System to be licensed by the customer.]\n\n      o     Single Application Development System - includes the Enterprise\n            Development System and the objects and other products necessary to\n            develop one of the BroadVision Applications (Billing, Retail\n            Commerce, Business Commerce, Financial, InfoExchange, Procurement,\n            Enterprise Relationship Management)\n\n      o     Two Application Development Systems - same as the Application\n            Development System, but for two of the BroadVision Applications\n\n      o     Three Application Development Systems - same as the Application\n            Development System, but for three of the BroadVision Applications\n\nII.   One-To-One Deployment System -- licensing is based on the maximum number\n      of Profiled Users permitted to be tracked by BroadVision One-To-One\n      applications. A Profiled User corresponds to a record in the BroadVision\n      user profile database. The record maintains information about the user's\n      profile and may refer to external sources for additional profile\n      information. The number of Profiled Users represents the number of\n      one-to-one relationships that Customer wants to maintain with its users.\n      By licensing a number of profiled users the customer is paying for the\n      right to keep that many records in the BroadVision user profile database\n      at any point in time. Examples of Profiled Users include, but are not\n      limited to customers, partners and employees.\n\nIII.  One-To-One Tools - licensed on a per-user basis as specified above for the\n      One-To-One Development System products. One-To-One Tools include: \n      o     Command Center, formerly known as the Dynamic Command Center, or DCC\n      o     Publishing Center, formerly known as the Content Management Center,\n            or CMC\n            o     Instant Publisher\n      o     Design Center, formerly known as the Visual Design Center, or VDC\n\n      [NOTE: The Command Center, the Publishing Center, and the Instant\n      Publisher may be sublicensed to third parties using Customer's application\n      software in accordance with the terms of this Agreement.]\n\nIV.   One-To-One Publishing Deployment Products - licensed on a per-user basis\n      as specified above for the One-To-One Development Products. One-To-One\n      Publishing Deployment Products include:\n\n\n                                      -17-\n\n\n      o     Authoring Clients, includes Authoring for Microsoft Word and\n            Authoring for Microsoft PowerPoint\n      o     Workflow: Content Workflow.\n\n      [NOTE: The Customer is permitted to copy and distribute up to the licensed\nnumber of Authoring Clients for use by both its internal and (if required) by\nits customer's users. Additional copies of the XML Repository &amp; XML Adapter\nlicensed as part of the One-To-One Publishing Development System, may be\ndeployed for use with the One-To-One Publishing Deployment System at no\nadditional charge.]\n\nV. BladeRunner - licensed as follows:\n\n      o     XML Repository, is licensed for use on a single server computer.\n            Customer may reassign XML Repository within reason, for example as\n            the server is upgraded or if the software is transferred to another\n            server.\n      o     XML Adapter, is licensed for use on two server computers: one server\n            hosts the XML Repository, the other server hosts the One-To-One\n            Enterprise server. Customer may reassign XML Adpater within reason,\n            for example as the server is upgraded or if the software is\n            transferred to another server.\n      o     Publishing Clients, also referred to as the Styler\/Composer and DTD\n            development tools, are licensed on a per-user basis as specified\n            above for the One-To-One Development System.\n      o     Authoring Clients, i.e. the add-ons for the Microsoft Office suite,\n            are licensed on a per-user basis as specified above for the\n            One-To-One Development System. Provided, that the Customer is\n            permitted to copy and distribute up to the licensed number of\n            Authoring Clients for use by both its internal and (if required) by\n            its customer's users.\n\n      [NOTE: BladeRunner is licensed on the same basis whether for development\nor deployment purposes.]\n\n\n                                      -18-\n\n\n(A)\n\nExhibit C to\n\nBroadVision PurchasePro Master Agreement\n\n                Software License Agreement (Customer Use License)\n\nThis Exhibit C to the PurchasePro BroadVision Master Agreement between\nPurchasePro, Incorporated (\"Partner\") and BroadVision, Inc. (\"BroadVision\") and\nsets forth certain additional provisions relating to Partner's use of the\nSoftware licensed to it pursuant to Exhibit B. All capitalized terms shall have\nthe definitions ascribed to them in the Partner Agreement or in the preceding\nExhibits, unless otherwise defined herein.\n\n            1.    Additional License.\n\n                  a.    BroadVision also grants Partner a perpetual (subject to\n                        termination as provided in the Agreement and its\n                        exhibits), nonexclusive and nontransferable license (a\n                        \"Customer Use License\"), subject to the terms herein to\n                        use the Software to develop ASP applications\") and to\n                        rent or lease access to such applications to its\n                        Customers. Partner may use third parties in development\n                        of the ASP applications, provided they abide by the\n                        terms of Exhibit B to the Agreement.\n\n                  b.    Notwithstanding any other provisions of Exhibit B,\n                        Partner may permit development versions of a Customer\n                        Use License (\"Customer Development Licenses\") to be used\n                        by multiple individuals provided no more than one\n                        individual is using any such development license at any\n                        given time for any of Partner's customers. At no time,\n                        however, may the total number of developers using\n                        Customer Development Licenses exceed the total number of\n                        development licenses purchased by Partner, its\n                        Customers, and its professional services partners.\n\n            2.    Limitation on Customers.\n\n                  a.    For purposes of this Exhibit, Partner shall have the\n                        right to rent or lease access to the Application to any\n                        Customer that has annual revenues of less than five\n                        hundred million US dollars ($500,000,000 USD) on a\n                        consolidated basis. When the proposed Customer is a\n                        company with more than five hundred million US dollars\n                        ($500,000,000 USD) in annual revenues, Partner will\n                        first verify with BroadVision Channel Sales that\n                        BroadVision is not already engaged in a sales cycle with\n                        the prospective customer. If BroadVision is in a sales\n                        cycle with the prospective customer, BroadVision will\n                        attempt to bring in Partner as a developer, systems\n                        integrator, or hosting partner provided BroadVision has\n                        not already engaged with another partner. If BroadVision\n                        is not in an active sales cycle, then Partner may rent\n                        or lease access to such proposed Customer, provided that\n                        Partner pays both the necessary development Software\n                        license fees and deployment Software license fees to\n                        BroadVision on behalf of that Customer.\n\n            3.    Partner Maintenance Obligation.\n\n                  a.    Partner will provide \"first line\" support and\n                        maintenance of Software to its Customers (\"Customer\n                        Support). The scope of Customer Support will be\n                        substantially the same as the Software maintenance\n                        services provided by BroadVision to Customer under the\n                        Agreement.\n\n\n                                      -19-\n\n\n                                    Exhibit D\n\n                  To PurchasePro BroadVision Master Agreement\n\n              BroadVision and PurchasePro Sales and Marketing Plan\n\nThis Exhibit D is made and is subject to that certain PurchasePro BroadVision\nMaster Agreement dated December 19_, 2000 by and between PurchasePro, Inc.\n(\"PPRO\") and BroadVision, Inc. (\"BroadVision\"). In the event of any conflict\nbetween the Agreement and this Attachment, the terms of this Attachment will\ngovern.\n\n      (i) Recitals\n\nPPRO and BroadVision will implement coordinated sales and marketing activities\nto promote each other's products in the eBusiness marketplace. .\n\nBroadvision and PPRO agree to the following terms as part of the Sales and\nMarketing Plan (\"Plan\"):\n\n      1.    BroadVision and PPRO each agree to assign to the relationship sales\n            or sales overlay staff; marketing, alliance management, and\/or\n            business development staff; product development engineers and\n            professional services The Alliance Managers, marketing, training and\n            technical support personnel assigned by each party will meet at\n            least once each calendar quarter, to review progress to date.\n            Biannually, at least one senior executive from each company will\n            participate in these meetings. BroadVision and PPRO will brief their\n            respective personnel at least quarterly regarding planned or\n            prospective technological innovations being undertaken by\n            BroadVision and PPRO.\n\n      2.    BroadVision and PPRO agree to provide sales education and training\n            to each other's sales organizations. A comprehensive sales training\n            outline will be devised by both parties and mutually executed\n            throughout the term of the partnership PPRO and BroadVision will\n            agree on appropriate technical training procedures and schedules to\n            properly ensure the success of the new relationship. A technical\n            training outline will be developed upon execution of the Plan.\n\n      3.    BroadVision will provide PPRO appropriate introductions to other\n            Tier One Partners of BroadVision with the intent to promote the\n            relationship. Within 90 days of the execution of the Agreement,\n            BroadVision and PPRO shall host a meeting with PPRO and\n            BroadVision's key systems integration partner(s), including first\n            tier partners, for the purpose of educating such parties as to the\n            nature of the relationship between BroadVision and PPRO and the\n            functionality and performance offered by each other's products. Each\n            party shall pay its own expenses in connection with the travel,\n            lodging and attendance of its personnel participating in such\n            meetings and will equally share the costs of the site at which such\n            meetings are held (e.g., room rental fees, charges for meals and\n            refreshment served during the meetings.\n\n      4.    BroadVision will highlight and state publicly that PPRO will be the\n            leading B2b hosted solution provider for BroadVision's direct and\n            indirect sales channels.\n\n      5.    BroadVision and PPRO agree to identify prospects for joint sales\n            activities and will launch a Sales and Marketing campaign to those\n            prospects. These prospect will include but are not limited to\n            current BroadVision customers. BroadVision and PurchasePro will use\n            good faith efforts to identify, pursue and close sales targets in a\n            minimum of three marketplaces each calendar quarter to market each\n            other's products.\n\n      6.    BroadVision and PurchasePro will agree to promote a bundled pricing\n            model for sales of each other products to prospects.\n\n      7.    Marketing Development Funds BroadVision and PPRO shall each commit\n            to jointly fund co-marketing activities to promote the strategic\n            relationship. The activities shall include but not be limited to\n            advertising, promotions,\n\n\n                                      -20-\n\n\n            lead generation seminars and events, participation in trade shows\n            and industry events, and analyst briefings and events.\n\n      8.    Collateral Development - PPRO and BroadVision will work together to\n            prepare the necessary marketing collateral, press releases, product\n            demonstrations to educate the marketplace with respect to the\n            parties' relationship with one another. No release announcement or\n            event under the program shall be made or conducted without the prior\n            review and approval of the other party, which review and approval\n            will not be unreasonably delayed or withheld. Each party shall pay\n            their own expenses in all such promotional activities.\n\n      9.    Press Release - BroadVision and PPRO shall issue an initial joint\n            press release on no later than the end of Business day on Wednesday,\n            December 20, 2000 formally announcing the newly formed strategic\n            relationship between PPRO and BroadVision.\n\nBoth parties agree that the information contained in this Plan above are\nstrictly confidential and each agrees not to disclose any such information or\nsaid discussions and negotiation with any third party and to make this\ninformation available to their respective employees only on a strict\nneed-to-know basis\n\nPurchasePro.com, Inc.                           BroadVision, Inc.\n\n\n--------------------                           --------------------\n\n--------------------                           --------------------\n\n--------------------                           --------------------\n\n\n                                      -21-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6951],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9617],"class_list":["post-42534","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-broadvision-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42534","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=42534"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42534"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42534"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42534"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}