{"id":42795,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/software-agency-and-services-agreement-purchase-pro.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"software-agency-and-services-agreement-purchase-pro","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/software-agency-and-services-agreement-purchase-pro.html","title":{"rendered":"Software Agency and Services Agreement &#8211; Purchase Pro International Inc., ZoomTown.com Inc. and E-MarketPro LLC"},"content":{"rendered":"<pre>                    SOFTWARE AGENCY AND SERVICES AGREEMENT\n\n\n    This Software Agency and Services Agreement ('Agreement') is entered into\nthis 3rd day of May, 1999 ('Effective Date'), between Purchase Pro\nInternational, Inc., a Nevada Corporation whose address is 3291 North Buffalo\nDrive, Las Vegas, Nevada 89129 (hereinafter 'Purchase Pro'); ZoomTown.com, Inc.,\nan Ohio corporation with headquarters at 201 East Fourth Street, Cincinnati,\nOhio 45202 (hereinafter 'ZoomTown.com'); and E-MarketPro, LLC, a Kentucky\nlimited liability company whose address is 2623 Regency Road, Lexington,\nKentucky 40503 (hereinafter 'E-MarketPro').\n\n1.  Definitions\n    -----------\n\n    Unless otherwise specified herein, the following terms shall be defined as\n    follows:\n\n     (a)  Access shall mean the sale, license for use, or other means by which\n          ------                                                              \nPurchase Pro enables customers to use Software products.\n\n     (b)  Advertising Revenue shall mean all revenue from advertising, banners,\n          -------------------                                                  \ndirectories, and the like on the co-branded ZoomTown.com\/Purchase Pro form of\nthe Software (i.e., the page(s) or areas of the co-branded Software that\nCustomers see when they Access the same).\n\n     (c)  Agreed Deductions shall mean the amount to be deducted from the\n          -----------------\nBundled Revenues from a given Bundled Transaction in order to derive the portion\nthereof that equitably is attributable to the Access included therein, as\nmutually agreed by Purchase Pro and ZoomTown.com.\n\n     (d)  Bundled Revenues shall mean the aggregate of all revenues attributable\n          ----------------  \nto Bundled Transactions.\n\n     (e)  Bundled Transaction shall mean a sale, license, lease or other\n          -------------------\ntransaction with a Customer in which Access is bundled together with other goods\nand\/or services (e.g., an ASDL line) in a single or combined economic package.\nThe simultaneous, but separate, sale of Access and other good(s) and services to\na Customer, per se, will not give rise to Bundled Transaction if such sale of\nAccess is for full price (without discount).\n\n     (f)  Contiguous States shall mean the States of Indiana, Michigan,\n          -----------------\nMissouri, Pennsylvania, Tennessee, Virginia and West Virginia.\n\n     (g)  Customer Guaranteed Minimum shall mean the sum of ** per Customer per\n          --------------------------- \nmonth; provided, however, the term Customer Guaranteed Minimum shall apply only\nto Customers located within the Initial Market Area.\n\n     (h)  Customer ID shall mean a unique combination of a user-ID number or\n          -----------\ncode (or other identifier) and a password that enables a user of the Software to\nhave Access.\n\n     (i)  Customers shall mean companies (which term is understood to include\n          ---------\nall types of business entities as well as sole proprietorships and individuals\ndoing business under their own or any\n\n\n\n\n*  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n--------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n                                 Confidential\n\n \nother name) located within the Market Area that are granted Access to the\nSoftware (determined based on whether such entity has a Customer ID and has\nlocal telephone 'dial tone' within the Market Area). Notwithstanding the\nforegoing, Customers shall not include those existing customers of E-MarketPro\nwithin the state of Kentucky as are set forth in Exhibit D, hereto, which may be\namended in the future by mutual agreement of ZoomTown.com and E-MarketPro. For\nthose parties identified on Exhibit D, rights and obligations shall instead be\ngoverned by the provisions of the E-MarketPro Agreement.\n\n     (j)  Dedicated Support Facility shall mean a suitably staffed and equipped\n          --------------------------\nfacility (which can serve one or more areas) maintained by Zoomtown.com that is\ndedicated to providing First Tier Support in a specific geographic area. The\nDedicated Support Facility initially will serve the Initial Market Area.\n\n     (k)  Defect shall mean any replicable Software programming error that\n          ------\ncauses a material non-compliance by the then most recent release of the Software\nwith Purchase Pro's published or external specifications and\/or operating\nmanuals (or similar documentation) for that Software release.\n\n     (l)  Disruption shall mean the occurrence of any material disruption in the\n          ----------\nservices to Customers in the ZoomTown.com networks that is solely caused by a\nSeverity Level 1 or Severity Level 2 (as those terms are defined in Exhibit A)\nDefect in the then most recent release of the Software. For purposes of this\nAgreement, the term Disruption shall not include (i) any scheduled maintenance\nperiods or any impairment, interruption or failure to perform or respond in the\nservices to Customers in the ZoomTown.com networks that is not caused by use of\nthe Software, in the form provided by Purchase Pro, in accordance with its\nspecifications and documentation or (ii) any thirty (30) day period during which\nthe Software is operational, on average, at least 99% of the time.\n\n     (m)  E-MarketPro Agreement shall mean the agreement between E-MarketPro and\n          --------------------- \nPurchase Pro dated the 1st day of February 1999, as amended.\n\n     (n)  Gross Revenue shall mean **\n          -------------            --\n\n     (o)  Initial Market Area shall mean the States of Ohio and Kentucky.\n          -------------------\n\n     (p)  Launch Date shall mean the date the parties mutually agree that the\n          -----------  \nSoftware in its co-branded ZoomTown.com\/Purchase Pro form is operational and\nCustomers may commence to Access the Software.\n\n     (q)  Launch Period shall mean the period commencing on the Effective Date\n          -------------\nand ending on May 17, 1999 (or such other date the parties mutually agree upon\nin writing).\n\n     (r)  Market Area shall mean the Initial Market Area, together with the\n          -----------\nZoomTown.com network in the Initial Market Area, plus any expansion(s) of the\nMarket Area pursuant to subparagraph\n\n\n* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION \n-------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE \n-----------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE \n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n                                 Confidential\n\n                                      -2-\n\n \n2.2(b) or the next sentence. Market Area shall also include any mutually agreed\n(agreement to be in writing and not to be unreasonably withheld) future\nexpansions of the ZoomTown.com network or networks to any additional geographic\narea(s) in which ZoomTown.com will actively market Access to the Software and\nwill provide First Tier Support for Customers via a Dedicated Support Facility.\n\n     (s)       Net Revenue shall mean **\n               -----------            --\n\n     (t)       Purchase Pro House Account Customers shall mean those customers\n               ------------------------------------\nof Purchase Pro that enter into a regional, national or international contract\nwith Purchase Pro for Access to the Software, together with their respective\nsuppliers and customers that have Access or use the Software under or pursuant\nto such a contract, including without limitation those Purchase Pro House\nAccount Customers set forth in Exhibit B hereto.\n\n     (u)       Software shall mean the Purchase Pro proprietary software for the\n               --------  \nsupply, purchase, bid for, offer for sale, lease, trade, barter or exchange\ngoods or services through use of the internet, including all updates and\nupgrades thereto, offered by Purchase Pro for use by customers, including\nCustomers of ZoomTown.com.\n\n     (v)       Support\n               -------\n\n     (i)            First Tier Support shall mean all initial direct Customer\n                    ------------------\n           contact and follow-up contact as appropriate regarding Customer calls\n           or inquiries for technical support, maintenance and error correction\n           for the Software and includes, without limitation, (i) information\n           gathering; (ii) handing off of support calls and pass through of\n           problem reports, in the format prescribed by Purchase Pro, to the\n           appropriate Second Tier Support personnel; and (iii) the distribution\n           of Software work-arounds, patches and fixes to Customers directly or\n           by download from the ZoomTown Website (unless Purchase Pro elects to\n           distribute the same as part of a general availability release of the\n           Software or the same is available by download from other internet\n           website(s)). Unless Purchase Pro agrees otherwise, all First Tier\n           Support will be provided on a 7 X 24 basis in accordance with\n           Purchase Pro's then standard Software support policies and\n           procedures.\n\n    (ii)            Second Tier Support shall mean problem isolation and\n                    -------------------\n           identification and follow-up with the Customer and\/or First Tier\n           Support personnel, as appropriate.\n\n   (iii)            Third Tier Support shall mean providing prompt corrective\n                    ------------------\n           maintenance for the Software in accordance with Exhibit A and\n           Purchase Pro's standard guidelines as in effect from time to time.\n           Corrective maintenance will include action to verify a problem's\n           existence and determine conditions under which the problem may recur.\n           After such verification, one of the following will be provided\n           (unless said guidelines provide otherwise, in which said guidelines\n           will be followed): an appropriate prompt fix for the problem or a\n           temporary solution or workaround for the problem to be followed by a\n           permanent solution in a subsequent Software release, whichever is\n           more reasonable and suitable under the circumstances.\n\n\n*  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n--------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n\n                                 Confidential\n\n                                      -3-\n\n \n          (w)    Transaction Fees shall mean fees charged Customers for\n                 ----------------    \nAccess to the Software based on or measured by the number, dollar volume or\nother attribute of transactions between Customers or between Customers and third\nparties for the internet sale, lease, trade, barter or exchange of goods or\nservices via Access to the Software.\n\n          (x)    ZoomTown Website shall mean the internet website that\n                 ----------------\nZoomTown.com maintains to provide information about itself and the goods and\nservices (including the co-branded ZoomTown.com\/Purchase Pro form of the\nSoftware) that it markets and sells.\n\n2.   Appointment\/Market Area\n     -----------------------\n\n     2.1    E-MarketPro Agreement Amendment\n            -------------------------------\n\n     During the term of this Agreement, (i) the E-MarketPro Agreement is hereby\namended to the extent it is inconsistent with this Agreement as it applies to\nthe Initial Market Area and the Contiguous States and (ii) E-MarketPro hereby\nwaives all rights under the E-MarketPro Agreement to market and offer Access\nwith respect to those specific geographic areas (which instead shall be governed\nby this Agreement).\n\n     2.2    ZoomTown.com\n            ------------\n\nPurchase Pro, E-MarketPro and ZoomTown.com agree that this Agreement grants\nZoomTown.com the right, as Purchase Pro's agent and representative and on the\nterms set forth herein, to market and offer (which terms may include the right\nto issue Customer IDs in accordance with Purchase Pro's standard policies and\npractices to Customers), on behalf of Purchase Pro, Access to Purchase Pro's\nSoftware worldwide.  ZoomTown.com also is granted a non-exclusive license to use\nthe Software and other proprietary materials of Purchase Pro as and for the\npurposes set forth herein.  The rights granted ZoomTown.com hereunder and\nZoomTown.com's appointment hereunder as Purchase Pro's agent to market and offer\nAccess to the Software are subject to the following:\n\n     (a)     ZoomTown.com's right to market and offer Access in geographic areas\ncomprising the Initial Market Area shall be, subject to Purchase Pro's rights\nwith respect to Purchase Pro House Account Customers, (i) exclusive in the State\nof Ohio and (ii) co-exclusive, with E-MarketPro's similar appointment under\nParagraph 2.3 below, in the State of Kentucky. Subject to subparagraphs 2.2(b)\nand 2.2(c) below, ZoomTown.com's right to market and offer Access in geographic\nareas outside the Initial Market Area shall be non-exclusive, notwithstanding\nany future expansions of the Market Area due to an expansion of the ZoomTown.com\nnetwork to geographic locations pursuant to subparagraph 1(r) above.\n\n     (b)     Purchase Pro reserves the right to grant third parties exclusive\nrights to market and offer Access to the Software in specific geographic area(s)\nwithin the Contiguous States, subject to the provisions of this subparagraph\n2.2(b). If PurchasePro desires to grant exclusive rights to market and offer\nAccess to the Software in specific geographic area(s) within the Contiguous\nStates, then Purchase Pro shall offer that exclusivity in writing to\nZoomTown.com under the terms of this Agreement as an expansion of the Market\nArea. If ZoomTown.com accepts Purchase Pro's offer in\n\n\n                                 Confidential\n\n                                      -4-\n\n \nwriting within thirty (30) days, then the Market Area shall be expanded to\ninclude said geographic area(s) on an exclusive basis (even as to E-MarketPro,\nexcept for Access to the co-branded Software by persons or entities located in\nthat geographic area that result from E-MarketPro customers requesting Access\nfor their suppliers or customers who are in that geographic area). If\nZoomTown.com does not so accept Purchase Pro's offer, then E-MarketPro shall\nhave a right of first refusal to acquire exclusive rights (even as to\nZoomTown.com, except for Access by persons or entities located in that\ngeographic area that result from Customers requesting Access for their suppliers\nor customers who are in that geographic area) in those geographic area(s) on a\n'match-offer' basis (which right shall be exercisable, if at all, during the ten\n(10) day period that follows the lapse of ZoomTown.com's thirty (30) day\nacceptance period described in the preceding sentence). If ZoomTown.com does not\nso accept exclusivity and expansion of the Market Area and E-MarketPro does not\nso exercise its right of first refusal in a given geographic area, then if\nPurchase Pro enters into such exclusive agreement with a third party, neither\nZoomTown.com nor E-MarketPro shall have any further right to market and offer\nAccess to the Software in that geographic area thereafter, except for Access by\npersons or entities located in that geographic area that result from Customers\nrequesting Access for their suppliers or customers who are in that geographic\narea.\n\n     (c)  Purchase Pro reserves the right to grant third parties exclusive\nrights to market and offer Access to the Software in specific geographic area(s)\noutside of the Initial Market Area and the Contiguous States.\n\n     (d)  ZoomTown.com may elect to provide (and license, to the extent of any\nproprietary rights of ZoomTown.com therein) to Purchase Pro, and Purchase Pro\nmay in turn provide and, if applicable, sublicense to the third party, a turnkey\ntype package that will allow the third party to replicate ZoomTown.com's First\nTier Support structure and ZoomTown Website page(s) relating to the Software and\nto develop, host, maintain, train and market and offer Access to the Software in\nthe third party's geographic area in a manner that is comparable to\nZoomTown.com's efforts in the Market Area. If a third party is so provided a\nturnkey package pursuant to this subparagraph 2.2(d), then Purchase Pro shall\npay, quarterly, royalties equal to (i) ** of the Gross Revenue from such third\n                                       --\nparty's customers located (determined in the same manner as Customers are\ndetermined; see subparagraph 1(r) above) in such third party's geographic area\nto ZoomTown.com and (ii) ** of such Gross Revenue to E-MarketPro. Any amounts\n                         --\nowed to ZoomTown.com pursuant to this provision shall be in addition to any\namounts that may otherwise be owed to ZoomTown pursuant to Paragraph 5, below.\n\n     (e)  ZoomTown.com's exclusive rights to market and offer Access to the\nSoftware as provided in this Agreement notwithstanding, ZoomTown.com's rights to\nmarket and offer Access to the Software to Purchase Pro House Account Customers\nalways shall be non-exclusive. Purchase Pro House Account Customers that are\nlocated in the Market Area (see subparagraph 1(r) above) shall be granted Access\nto (i) a fully-featured version of the co-branded Software, if charged the full\nprice determined according to Paragraph 5.1 below, or (ii) a restricted version\nof the Software that is not co-branded and does not include the ability to\naccess the 'public network' national market place that is a feature of the co-\nbranded Software, if charged less than the full price determined according to\nParagraph 5.1 below. ZoomTown.com may market and offer an upgrade up to the\nfully-featured version of the Software to Purchase Pro House Account Customers\nlocated in the Market Area that receive the restricted version.\n\n\n\n*  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n--------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n                                 Confidential\n\n                                      -5-\n\n \n     (f)       ZoomTown.com is hereby authorized to enter into binding\nagreements (licenses) granting Access to Customers that are obtained through the\nefforts of ZoomTown.com hereunder, provided that each such Customer meets the\ncredit approval criteria employed by ZoomTown.com and Cincinnati Bell Inc. in\nthe ordinary course of business and that all such agreements shall be in a\nstandard form agreement provided by Purchase Pro from time-to-time, with only\nsuch changes (other than Customer-specific information such as name, address and\nthe like) as Purchase Pro approves in writing. Purchase Pro shall consult with\nZoomTown.com regarding the form and content of such standard form agreement, and\nZoomTown.com shall have the right to approve any provision thereof that it\nreasonably determines would create any obligation or liability on the part of\nZoomTown.com.\n\n     (g)       ZoomTown.com shall only execute or otherwise enter into\nagreements with Customers pursuant to subparagraph 2.2(f) as Purchase Pro's\nagent and on Purchase Pro's behalf, and Purchase Pro and Customer shall be the\ncontracting parties under all such agreements.\n\n    2.3   E-MarketPro\n          -----------\n\n     Purchase Pro, E-MarketPro and ZoomTown.com agree that this Agreement grants\nE-MarketPro the right, as Purchase Pro's agent and representative and on the\nterms set forth herein, to market and offer (which terms may include the right\nto issue Customer IDs in accordance with Purchase Pro's standard policies and\npractices to Customers), on behalf of Purchase Pro, Access to Purchase Pro's\nSoftware. The rights granted E-MarketPro hereunder and E-MarketPro's appointment\nhereunder as Purchase Pro's agent to market and offer Access to the Software is\n(i) co-exclusive, subject to Purchase Pro's rights with respect to Purchase Pro\nHouse Account Customers, with the rights of ZoomTown.com under Paragraph 2.2 in\nthe State of Kentucky and (ii) except as otherwise provided in subparagraphs\n2.2(b) and 2.2(c), non-exclusive in the Contiguous States. During the term of\nthis Agreement, E-MarketPro shall not have any rights to market or offer Access\nin the State of Ohio, or in those areas of Kentucky which are part of the\nCincinnati Bell Telephone local service area or the ZoomTown.com networks except\nfor Access to the co-branded Software (as set forth in Paragraph 4.1(ix) below)\nfor E-MarketPro customers or E-MarketPro customers requesting Access for their\nsuppliers or customers who are in that geographic area. For sales of Access by\nE-MarketPro in the State of Ohio or in those areas of Kentucky specified above,\npayment to E-MarketPro shall be pursuant to paragraph 5.2(ii), below. E-\nMarketPro's right to market and offer Access in geographic areas outside the\nInitial Market Area and the Contiguous States shall remain as stated in the E-\nMarketPro Agreement.\n\n\n3.   Responsibilities of ZoomTown.com\n     --------------------------------\n\n     3.1  Sales and Support Responsibilities\n          ----------------------------------\n\n     In addition to its other rights, understandings and obligations created by\nthis Agreement, ZoomTown.com shall, during the term of this Agreement:\n\n     (i)       Co-brand Purchase Pro's Software in the Market Area by altering,\n          with technical assistance from Purchase Pro, the look and graphics of\n          its advertising and promotional\n\n\n                                  Confidential\n\n                                      -6-\n\n \n     materials and the pages of the ZoomTown Website so as to reflect\n     ZoomTown.com's offering of Access to the Software coupled with the\n     statement 'powered by Purchase Pro' and to include on the ZoomTown Website\n     information on how a Customer may order Access to the Software.\n\n     (ii)           Use its best commercially reasonable efforts to achieve the\n               Launch Date on or before the end of the Launch Period.\n\n     (iii)          Use its best commercially reasonable efforts to promote,\n               market and offer Access to Purchase Pro's Software to Customers\n               and to maximize sales of Access throughout the Market Area.\n\n     (iv)           Act solely as an independent organization, without authority\n               to commit Purchase Pro except as specifically provided in\n               subparagraphs 2.2(f) and 2.2(g) above, and to employ its own\n               facilities at its own expense to perform its obligations\n               hereunder.\n\n     (v)            Complete and\/or carry out before the Launch Date training of\n               its personnel, where applicable based on the training offered by\n               Purchase Pro on a 'train-the-trainer' basis (see subparagraph\n               4.1(vi) below), as reasonably required to maintain an informed\n               and suitably qualified and knowledgeable sales, technical\n               support, and application engineering organization and to maximize\n               sales of Access in the Market Area, to provide First Tier Support\n               and carry out ZoomTown.com's other obligations and duties\n               hereunder and to assist Purchase Pro's personnel with the\n               application and service of the Software.\n\n     (vi)           Provide Purchase Pro with electronic copies of any marketing\n               materials and web-specific content regarding the Software\n               developed by or for ZoomTown.com. Purchase Pro will be\n               responsible for production, at its expense, of literature and\n               materials and\/or web pages based on content provided by\n               ZoomTown.com. Any such production by Purchase Pro may include\n               quantities ordered by ZoomTown.com.\n\n     (vii)          Provide First Tier Support to Customers in good standing in\n               the Market Area that are using Purchase Pro Software.\n\n     (viii)         Provide such additional services as may be agreed upon with\n               Purchase Pro.\n\n4.   Responsibilities of Purchase Pro\n     --------------------------------\n\n     4.1  Support and Sales Responsibilities\n          ----------------------------------\n\n     In addition to its other rights, understandings and obligations created by\nthis Agreement, Purchase Pro shall, during the term of this Agreement:\n\n     (i)                 Use its best commercially reasonable efforts to assist\n          ZoomTown.com in achieving the Launch Date on or before the end of the\n          Launch Period.\n\n\n                                 Confidential\n\n                                      -7-\n\n \n     (ii)                Promptly upon their general availability, provide all\n               fully-featured releases of the Software to ZoomTown.com, free of\n               charge. The parties may also enter into a mutually agreeable,\n               separate written beta-test agreement pursuant to which\n               ZoomTown.com will receive and undertake to test 'beta' and other\n               pre-general availability releases of the Software.\n\n     (iii)               Develop, install and maintain all client software\n               necessary to co-brand with ZoomTown.com the Purchase Pro Software\n               as provided in subparagraph 3.1(i) above, at no charge to\n               ZoomTown.com.\n\n     (iv)                Provide, at ZoomTown.com's cost for reasonable travel\n               and living expenses, an on-site subject matter expert to install,\n               test and maintain any Purchase Pro Software at any ZoomTown.com\n               location at mutually scheduled time(s) during the Launch Period.\n\n     (v)                 Provide Access to standard services and generally\n               available Software upgrades to Customers on the same basis and at\n               the same cost as to all other similarly situated customers of\n               Purchase Pro. This provision shall not prevent Purchase Pro from\n               developing and offering customized and\/or dedicated solutions to\n               particular customers.\n\n     (vi)                Conduct mutually scheduled training sessions for the\n               ZoomTown.com's sales and support personnel, both before the\n               Launch Date and thereafter. Such training will be at no charge,\n               except that if conducted at ZoomTown.com's location, ZoomTown.com\n               will bear the reasonable travel and living expenses of the\n               Purchase Pro personnel involved. After the first anniversary of\n               the Launch Date, any such training will be provided on a 'train-\n               the-trainer' basis only.\n\n     (vii)               Provide ZoomTown.com with electronic copies of any\n               marketing materials and web-specific content regarding the\n               Software developed by or for Purchase Pro. ZoomTown.com will be\n               responsible for production, at its expense, of literature and\n               materials and\/or web pages based on content provided by Purchase\n               Pro. Any such production by ZoomTown.com may include quantities\n               ordered by Purchase Pro.\n\n     (viii)              Provide Second Tier Support and Third Tier Support,\n               within the time limitations specified in Exhibit A, to\n               ZoomTown.com and to all Customers in good standing that are using\n               Purchase Pro Software.\n\n     (ix)                Offer and allow Access only to the ZoomTown.com co-\n               branded Software (see subparagraph 4.1(ii)) to any Customers in\n               the Cincinnati Bell Telephone service area and to any Customer on\n               the ZoomTown.com networks, with the exception of Purchase Pro\n               House Account Customers as set forth herein.\n\n     (x)                 Provide such additional services as may be agreed upon\n                         with ZoomTown.com.\n\n\n                                 Confidential\n\n                                      -8-\n\n \n     4.2  Scope and Limitation of Purchase Pro's Authority\n          ------------------------------------------------\n\n     Neither E-MarketPro nor Purchase Pro shall have any power or authority to\nact for, bind or commit ZoomTown.com.  Purchase Pro may not use the name of the\nZoomTown.com in any sales promotion literature, news release, or advertising\noutside of that which is permitted under or contemplated by the terms of this\nAgreement, without the express written consent of the ZoomTown.com in each\ninstance.\n\n     4.3  Quality Standards\n          -----------------\n\n     Purchase Pro shall provide a general availability release of the Software\nin accordance with Purchase Pro's normal quality assurance that is free of any\nDefects that are known to Purchase Pro and not corrected or subject to a\nreasonable software patch or problem work-around, no later than the Launch Date.\nPurchase Pro will not knowingly release any general availability version of the\nSoftware that Purchase Pro believes is likely to have a substantial incidence of\nDisruptions without notifying ZoomTown.com.\n\n     4.4  No Warranties\n          -------------\n\n     Subject to paragraph 4.6, (i) ZoomTown.com acknowledges that the Software\nis provided 'AS-IS' and (ii) Purchase Pro does not warrant its Software to be\nfree from any Defects or that its operation will be free from Disruption.  In\nlieu any warranty in respect of the Software, Purchase Pro will provide\nZoomTown.com with error correction services for the Software in accordance with\nExhibit A, free of charge.\n\n     4.5  Correction of Software Defects\n          ------------------------------\n\n     In the event the Software is found to contain a Defect, Purchase Pro shall\ntake steps to remedy the Defect in accordance with the applicable provisions of\nExhibit A.\n\n     4.6  Year 2000 Compliance\n          --------------------\n\n     Purchase Pro represents and warrants as follows: that the Software is\ndesigned to be used prior to, during, and after the year 2000 A. D. and that it\nwill operate during such time periods without error relating to its internal\nprocessing of date data that is presented to the Software in an industry-\nstandard, year 2000 compliant format (referred to herein as being in a 'Y2K\nCompliant Date Format') which represent or reference different centuries or more\nthan one century; that no value for current date in Y2K Compliant Date Format\nwill cause interruptions in normal operation; that all manipulations of\ncalendar-related data (dates, duration, days of week, etc.) in Y2K Compliant\nDate Format will produce correct results for all valid date values; that date\nelements in interfaces and data storage within the Software permits specifying\ncentury or uses another industry-standard technique to eliminate date ambiguity\nby using a Y2K Compliant Date Format; and that for any date element represented\nwithout century, the correct century is unambiguous for all manipulations\ninvolving that element which occur during the warranty period set forth in the\nnext sentence.  The Year 2000 Compliance Warranty set forth herein shall expire\non the date on which the Software has operated without a material breach of this\nYear 2000 Compliance Warranty for a consecutive 12-month period after January 1,\n2000. Any\n\n\n\n                                 Confidential\n\n                                      -9-\n\n \nfailure of the Software to comply with this Year 2000 Compliance Warranty shall\nbe promptly repaired by Purchase Pro in accordance with the applicable\nprovisions of Exhibit A.\n\n     4.7  Disruption of the ZoomTown.com Network\n          --------------------------------------\n\n     Notwithstanding anything in this Agreement to the contrary, in the event\nthat there is any Disruption in the ZoomTown.com network which is caused by or\nunder the control of Purchase Pro, Purchase Pro shall take all commercially\nreasonable actions necessary to terminate the Disruption as soon as practicable.\nIn the event the Disruption of in the ZoomTown.com network is not caused by or\nunder the control of Purchase Pro, Purchase Pro shall cooperate in\nZoomTown.com's efforts to terminate such Disruption as reasonably requested by\nZoomTown.com, at ZoomTown.com's expense.\n\n     4.8  Security\n          --------\n\n     Purchase Pro will include and maintain in the Software and\/or otherwise use\nsuch encryption and firewall technologies and\/or other security systems or\nprocedures as it believes are reasonable and appropriate for the purpose that\ndata transmission to and from the Software will be secure.  Purchase Pro does\nnot represent or warrant that the Software cannot be 'hacked,' that all such\ndata transmissions will be secure in all circumstances, or that the encryption\nand firewall technologies and\/or other security systems or procedures that it\nmaintains in the Software or uses cannot be broken or evaded.  In addition, this\nparagraph 4.8 shall not require Purchase Pro to use or maintain in the Software\nany encryption and firewall technologies and\/or other security systems or\nprocedures in violation of any applicable law or regulation.\n\n     4.9  Development of Enhanced Software\n          --------------------------------\n\n     The parties hereto anticipate that, from time-to-time, ZoomTown.com may\nrequest the further development of the Software to include new features or\nfunctions. In such event, ZoomTown.com shall make such requests in writing,\nspecifying with particularity the desired characteristics and specifications of\nsaid improvements, features, or functions, and Purchase Pro shall promptly\nprepare a written preliminary proposal for development of same, said proposal to\ninclude a schedule for development and an estimated cost of completion. In the\nevent the preliminary proposal is acceptable to ZoomTown.com, the parties shall\nnegotiate in good faith the terms of a final proposal, including a final set of\ndesign specifications, performance characteristics, development schedule, and\nprice, which upon written approval and acceptance by both parties shall\nconstitute a binding addendum to this Agreement.\n\n5.  Customer Sales\n\n     5.1  Price\n          -----\n\n     Purchase Pro, in consultation with ZoomTown.com, shall determine the market\nsale price for all Access and all additional software and services to be\nprovided to Customers in the Market Area, including, without limitation,\nupgrades to fully-featured versions pursuant to subparagraph 2.2(e).  An initial\nschedule of such fees for Access to the Software and services shall be\nmemorialized in writing before the Launch Date.\n\n\n\n                                  Confidential\n\n                                      -10-\n\n \n      5.2   Invoicing and Terms of Payment\n            ------------------------------\n\n      (i)                For the initial 24 months after the Launch Date,\n               Purchase Pro shall invoice on a regular basis all Customers at\n               the price determined under paragraph 5.1 plus any amount owed for\n               additional goods or services provided to the Customer. Beginning\n               with the twenty-fifth (25th) such month, ZoomTown.com may elect\n               in its sole discretion to invoice on a regular basis all\n               Customers on behalf of Purchase Pro, whereupon ZoomTown.com shall\n               invoice the Customers (with appropriate mention of Purchase Pro's\n               name on the invoice); in such event, the parties shall cooperate\n               to transition the billing and collection responsibility to\n               ZoomTown.com. Regardless of the party performing the billing and\n               collection function, all Gross Revenues subject to this Agreement\n               are revenues of Purchase Pro. Purchase Pro shall pay sales\n               commissions to ZoomTown.com and E-MarketPro on such revenues in\n               accordance with subparagraphs 5.2(ii) through 5.2(iv).\n\n      (ii)           Purchase Pro shall pay (1) a sales commission to\n                ZoomTown.com equal to ** of the Net Revenues from Customers in\n                                      --\n                the Initial Market Area during the period ending on the first\n                anniversary of the Launch Date and (2) a sales commission to E-\n                MarketPro equal to ** of such Net Revenues. Purchase Pro shall\n                                   --\n                pay (1) a sales commission to ZoomTown.com equal to ** of the\n                                                                    --\n                Net Revenues from Customers in the Initial Market Area after the\n                first anniversary of the Launch Date and (2) a sales commission\n                to E-MarketPro equal to ** of such Net Revenues. Purchase Pro\n                                        --\n                shall pay (1) a sales commission to ZoomTown.com equal to (a) **\n                                                                              --\n                of the Net Revenues from Customers in the Contiguous States\n                minus (b) the amount payable to E-MarketPro pursuant to clause\n                (2) of this sentence, and (2) a sales commission to E-MarketPro\n                equal to the lesser of ** of such Net Revenues or ** per such\n                                       --                         --\n                Customer per month. Purchase Pro shall pay (1) a sales\n                commission to ZoomTown.com equal to ** of the Net Revenues, and\n                                                    --\n                (2) a sales commission to E-MarketPro equal to ** of such Net\n                                                               --\n                Revenues from Customers in any expansion of the Market Area\n                outside of the Initial Market and the Contiguous States.\n\n      (iii)              For Access by persons or entities located outside the\n                Market Area that have a Customer ID issued as a result of a sale\n                by ZoomTown.com pursuant to paragraph 2.2 or that result from\n                Customers requesting Access for their suppliers or customers who\n                are in an area outside the Market Area and\/or from the marketing\n                and sales efforts by ZoomTown.com outside the Market Area (i.e.,\n                in both cases, persons or entities that ZoomTown.com has 'signed\n                up' to have Access, but for whom ZoomTown.com is not obligated\n                to provide First Tier Support), Purchase Pro shall pay (1) a\n                sales commission to ZoomTown.com equal to ** of all Gross\n                                                          --\n                Revenue arising from such Access, and (2) a sales commission to\n                E-MarketPro equal to ** of all Gross Revenue arising from such\n                                     --\n                Access, unless such Access is within the Contiguous States in\n                which case Purchase Pro shall pay (1) a sales commission to\n                ZoomTown.com equal to **\n                                      --\n\n*  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n--------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n\n                                 Confidential\n\n                                      -11-\n\n \n      of all Gross Revenue arising from such Access and (2) a sales commission\n      to E-MarketPro equal to ** of all Gross Revenue arising from such Access.\n      The obligations contained in this subparagraph 5.2(iii) shall extend to\n      first line customers and suppliers only, and not to subsequent downline\n      customers or suppliers, unless such downline customers or suppliers\n      themselves are in the Market Area, in which case the applicable sales\n      commission set forth in subparagraph 5.2(ii), above, shall apply as to\n      them.\n\n      (iv)               Purchase Pro shall pay a sales commission on the\n               portion of the Gross Revenues remitted for any given month that\n               is represented by the Customer Guaranteed Minimum, as follows:\n               (1) ZoomTown.com shall be entitled to a sales commission equal to\n               the Customer Guaranteed Minimum attributable to the first **\n                                                                         --\n               Customers and (2) E-MarketPro shall be entitled to a sales\n               commission equal to the Customer Guaranteed Minimum attributable\n               to all remaining Customers times the sales commission percentage\n               under the first two sentences of subparagraph 5.2(ii) that\n               applies to the corresponding Net Revenues from such Customers.\n               For avoidance of doubt, this counting of the '**' applies\n                                                             --\n               separately and afresh for each monthly remittance under\n               subparagraph 5.2(v) and does not refer to the first ** Customers\n                                                                   --\n               since the inception of this Agreement.\n\n      (v)                The appropriate party (i.e., the party performing\n               billing and collection functions with respect to the Gross\n               Revenues in question) shall remit, on an end-of-calendar-month\n               basis one month in arrears (e.g., remit at the end of February\n               for Net Revenues in January), to the other parties hereunder the\n               respective amounts to which they are entitled under the\n               provisions of subparagraph 2.2(d) (if applicable) and this\n               Paragraph 5.2. The party obligated to remit sums to the other\n               under this paragraph 5.2(v) shall provide to the other parties,\n               with each monthly remittance, a written report of all amounts\n               invoiced, amounts collected, and any deductions from amounts\n               otherwise due to such other party.\n\n      (vi)               Except as otherwise agreed in any 'match-offer'\n               agreement entered into pursuant to subparagraph 2.2(b), and as to\n               Gross Revenues and Net Revenues on which E-MarketPro receives a\n               sales commission under this Agreement, the payment by Purchase\n               Pro to E-MarketPro of sales commissions on revenues from Access\n               by customers that result from sales by E-MarketPro shall be\n               governed by the E-MarketPro Agreement.\n\n      5.3      Initial Payment\n               ---------------\n\n      Upon execution of this Agreement, ZoomTown.com will pay to Purchase Pro\nthe amount of **, which payment shall be non-refundable. Purchase Pro shall pay\n              --\na sales commission to E-MarketPro equal to ** of such amount.\n                                           --\n\n\n*  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION\n--------------------------------------------------------------------------------\nCONTAINED IN THIS EXHIBIT.  THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE\n------------------------------------------------------------------------------\nBEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE\n---------------------------------------------------------------------------\nSECURITIES AND EXCHANGE COMMISSION.\n-----------------------------------\n\n\n                                 Confidential\n\n                                      -12-\n\n \n     5.4  Taxes\n          -----\n\n     The party responsible under law will collect and remit as required by\napplicable law any sales, use, value-added or excise taxes, in amounts legally\nlevied or imposed under the authority of a federal, state or local taxing\njurisdiction, on the Gross Revenues or royalties under subparagraph 2.2(d) (or\nany part thereof) subject to this Agreement for Access to the Software, and the\nprovision of related services.\n\n     5.5  Exchange of Necessary Information\n          ---------------------------------\n\n     The applicable party, in a timely fashion and periodically as the parties\nmutually agree, shall provide the other party with the necessary billing, Gross\nor Net Revenue and other information (including any applicable pre-paid amounts\nand other offset credits and applicable tax calculations under paragraph 5.4) in\nsuch party's possession or control in order that the party responsible hereunder\nmay invoice Customers for the correct amounts under paragraph 5.2 and collect\nand remit taxes as required by paragraph 5.4.\n\n     5.6  Quarterly Settle-Up\n          -------------------\n\n     Not less frequently than quarterly, the parties will settle-up and\nreimburse each other as required so that (i) any remittances under paragraph 5.2\nthat represent bad debt are reimbursed back to the party that made the\nremittance and (ii) tax payments under paragraph 5.4 are borne by the parties in\nproportion to their respective shares of the pertinent revenue under paragraph\n5.2.\n\n6.   Intellectual Property\n\n     6.1  Ownership of Intellectual Property Rights\n          -----------------------------------------\n\n     The parties agree that all prior patent, copyright, trademark or other\nintellectual property rights in and to any product or idea existing prior to the\ndate of this Agreement shall remain with the party holding such rights. Each\nparty grants to the other parties a license for use of such intellectual\nproperty to the extent necessary to perform its obligations hereunder. All\nmaterials developed pursuant to any accepted final proposal (including, without\nlimitation, all preliminary and final plans and all Software and collateral\nmaterials, regardless of the medium) pursuant to Paragraph 4.9 above, and all\ncorresponding copyrights, trade secret rights, and patent rights, shall be the\nproperty of parties as they may agree pursuant to paragraph 4.9. In no event,\nhowever, will ZoomTown.com acquire any ownership rights to any underlying\nintellectual property of Purchase Pro, notwithstanding any agreement under\nparagraph 4.9 that ZoomTown.com shall have or acquire any ownership rights in a\nderivative work thereof. Purchase Pro and ZoomTown.com shall execute and deliver\nall documents reasonably requested by the other as necessary to perfect,\nregister, and\/or enforce all patents, copyrights and other rights and protection\nrelating to materials subject to paragraph 4.9 in any and all countries.\n\n\n                                  Confidential\n\n                                      -13-\n\n \n     6.2  Co-Branding\n          -----------\n\n     The parties acknowledge and agree that the other parties' own valuable\ntrademarks for various trade names, which will be contributed to the co-branding\nof the Software. Each party agrees to take, in consultation with the other party\nand at its written request and expense, all actions reasonably necessary to\nprotect the trademarks of the other and to avoid confusion in the public and\ninadvertent loss of trademark rights, and to comply with the other's guidelines\nand procedures on trademark usage.\n\n     6.3  Patent, Copyright and Trademark Indemnity\n          -----------------------------------------\n\n     Purchase Pro warrants that its Software does not and will not infringe upon\nany US patent issued as of the Effective Date, US copyright, US trademark or\ntrade secret owned by any third party, and shall, at its expense, defend and\nindemnify ZoomTown.com for costs and damages and expenses (including reasonable\nattorneys fees) incurred in any suit, claim or proceeding brought against\nZoomTown.com alleging that the Software or software sold or offered for use\npursuant to this Agreement infringes any such patents, copyrights, trademarks or\nother intellectual property rights, provided Purchase Pro has sole control over\nand ZoomTown.com fully cooperates in such defense and any settlement of such\nclaim. Should Access or the use of any unit of the Software by ZoomTown.com or\nits Customers be enjoined, or in the event that Purchase Pro desires to minimize\nits liabilities hereunder, Purchase Pro may, at its option, either (i)\nsubstitute a fully equivalent non-infringing unit of the Software, modify the\ninfringing item so that it no longer infringes but remains fully equivalent, or\nobtain for ZoomTown.com and ZoomTown.com's Customers, at its own expense, the\nright to continue use of such item or (ii) if the alternatives under clause (i)\nare not available at commercially reasonable cost, terminate this Agreement as\nto the subject Software.\n\n7.   Attorneys Fees\n     --------------\n\n     If any arbitration or litigation is commenced between or among parties to\nthis Agreement or their personal representatives concerning any of the\nprovisions of this Agreement or the rights and duties of any person in relation\nthereto, the party or parties prevailing in such arbitration or litigation shall\nbe entitled, in addition to such other relief as may be granted, to a reasonable\nsum for their attorneys fees which shall be determined by the Court in such\nlitigation or in a separate action brought for that purpose.\n\n8.   Force Majeure\n     -------------\n\n     A party shall be excused from any delay or failure in its performance\nhereunder caused by any labor dispute, governmental requirement, act of God, and\nother causes beyond its control. If such delaying cause shall continue for more\nthan ten (10) days, the party injured by the inability of the other to perform\nshall have the right upon ten (10) days prior written notice to terminate this\nAgreement.\n\n\n                                 Confidential\n\n                                      -14-\n\n \n9.   Governmental Authorities\n     ------------------------\n\n     No party shall be required to do anything contrary to any applicable\ndirective or obligation of any competent governmental authority, and shall\npromptly notify the other parties if compelled by law, act, or government decree\nto act otherwise than in accordance with this Agreement.\n\n10.  Assumption of Liabilities or Obligations\n     ----------------------------------------\n\n     Except as specified herein, this Agreement in no way confers upon any party\nthe right to act as the legal representative or agent of any other party, nor\nshall any party have the right or authority to assume any liability or\nobligation of any kind on behalf of any other party.\n\n11.  Agreement Termination\n     ---------------------\n\n     11.1  Termination\n           -----------\n\n     (i)   The parties warrant that all identifying signs, literature, logos and\n           other evidence linking ZoomTown.com and Purchase Pro shall be removed\n           or destroyed upon termination of this Agreement.\n\n     (ii)  Should this Agreement be terminated by any party in accordance with\n           paragraphs 11.2 or 11.3 prior to payment of amounts due hereunder or\n           pursuant hereto for periods prior to the date of termination, such\n           amount shall be paid (by the responsible party, as the case may be)\n           as when due in accordance with the terms hereof.\n\n     11.2  Termination by Default\n           ----------------------\n\n     This Agreement shall terminate, at the option of a non-defaulting party,\nupon substantial default or material breach of any of the terms, conditions, or\nobligations hereunder unless the defaulting party is able to fully remedy the\ndefault or breach within thirty (30) days (or one (1) business day in the case\nof a default under paragraph 4.7). Upon termination of this Agreement by\nsubstantial default or material breach, all rights and privileges granted under\nthis Agreement to the defaulting party shall immediately terminate.  Termination\nof this Agreement by default shall not relieve the defaulting party of its\nobligations hereunder.\n\n     11.3  Insolvency or Bankruptcy\n           ------------------------\n\n     This Agreement shall terminate if any party becomes insolvent or bankrupt,\nor admits in writing its inability to pay its debts as they mature, or makes an\nassignment for the benefit of creditors, or ceases to function as a going\nconcern or to conduct its operations in the normal course of business.\n\n\n                                  Confidential\n\n                                      -15-\n\n \n     11.4  Provision for Customers in the Event of Termination\n           ---------------------------------------------------\n\n     (i)       In the event this Agreement is terminated, whether by default or\n           otherwise, the responsible party shall continue to remit to the other\n           party all amounts owed, pursuant to Paragraph 5.2, above.\n\n     (ii)      In the event this Agreement is terminated, ZoomTown.com shall be\n           permitted to offer to any Customer any such other or additional\n           software and services, whether competing or not, or access thereto,\n           without further liability to Purchase Pro or E-MarketPro.\n\n     11.5  Escrow Agreement for the Retention of Software\n           ----------------------------------------------\n\n     Within sixty (60) days after the Effective Date, ZoomTown.com and Purchase\nPro shall enter into a source code escrow with a mutually agreeable escrow\nagent, substantially in the form attached as Exhibit C hereto.\n\n     11.6  Limitation of Default Rights and Remedies.\n           ----------------------------------------- \n\n     Notwithstanding anything in this Agreement to the contrary, it is expressly\nunderstood and agreed by the parties that the right to declare default hereunder\nby E-MarketPro shall be limited to claims of non-payment under Paragraph 5 and\nParagraph 2.2(d) and claims of breach of obligations to offer the right of first\nrefusal under Paragraph 2.2(c), and E-MarketPro specifically waives any rights\nto declare default except for those claims specified above.  In the event E-\nMarketPro declares default, remedies shall be limited to collection of amounts\nfound owing to E-MarketPro.  In no event shall a declaration of default by E-\nMarketPro constitute a default of any other provision hereunder, or relieve any\nparty including E-MarketPro, from continuing to perform all obligations\nhereunder.\n\n12.  Assignment\n     ----------\n\n     This Agreement may not be assigned in whole or in part by a party without\nthe consent of the other parties hereto. Such consent shall not be required in\nthe case of a sale of all or substantially all the assets of the assigning party\nor an assignment to an entity directly or indirectly owning or controlling,\nowned or controlled by, or under common control with the assigning party and, in\nany event, shall not be unreasonably withheld except for good and just cause and\nshall not be deemed a waiver of this Article for any proposed subsequent\nassignments.  Notwithstanding the foregoing, ZoomTown.com shall retain the right\nto terminate this Agreement without further obligation or liability to Purchase\nPro or E-MarketPro, its successors or assigns, if, in its sole and exclusive\njudgment, any assignment or purported assignment by Purchase Pro or E-MarketPro\nis to be made to a competitor of Cincinnati Bell.\n\n13.  Sole Agreement\n     --------------\n\n     This Agreement contains the sole and only agreement of the parties and\ncorrectly sets forth the rights, duties, and obligations of each party to the\nother parties as of its date together with the standards\n\n                                  Confidential\n\n                                      -16-\n\n \nand any other agreements in writing which the parties mutually agree upon. Any\nprior agreements, promises, negotiations, or representations with respect to the\nspecific subject matter of this Agreement that are not expressly set forth in\nthis Agreement are of no force and effect. This Paragraph 13 does not affect or\napply to the E-MarketPro Agreement, except so far as this Agreement specifically\nsupercedes or amends the E-MarketPro Agreement.\n\n14.  Paragraph Titles\n     ----------------\n\n     Paragraph titles or captions contained herein are inserted only as a matter\nof convenience and for reference, and in no way define, limit, extend, or\ndescribe the scope of this Agreement, nor the intent of any provision thereof.\n\n15.  Confidentiality and Non-Disclosure\n     ----------------------------------\n\n     Each party acknowledges that in the course of its performance hereunder,\nand in offering services to Customers, it may obtain confidential information,\nincluding without limitation customer lists, buying habits and marketing\nstrategies, concerning E-MarketPro, Purchase Pro, Cincinnati Bell Inc.,\nZoomTown.com, and\/or the affiliates and\/or customers of such entities.  Each\nparty expressly agrees that it shall not, without express written consent of the\nother party, disclose any such information of the other party or its affiliates\nor customers to any third party, or use such information for purposes not\nrelated to its performance hereunder.  The parties will discuss in good faith a\nseparate agreement regarding the sale of Customer lists and other similar data\ngenerated by operation of the Software as contemplated by this Agreement.\n\n16.  Jurisdiction\n     ------------\n\n     16.1  Governing Law\n           -------------\n\n     This Agreement, and all of the rights and duties in connection therewith,\nshall be governed by and construed under the laws of the State of Ohio, USA.\n\n     16.2  Subject Matter and Personal Jurisdiction\n           ----------------------------------------\n\n     The courts located in the State Ohio shall have full subject matter\njurisdiction, and shall have full personal jurisdiction over E-MarketPro,\nPurchase Pro and ZoomTown.com in connection with any controversy, claim, or\naward arising out of this Agreement or between the parties.  Any suit to enforce\nthe terms herein or between the parties shall be brought in any court of\ncompetent jurisdiction in Hamilton County, Ohio, and the parties specifically\nwaive hereby any claims or defenses of personal jurisdiction, improper venue, or\nforum non-conveniens with respect to litigation brought in accordance with this\nparagraph 16.2.\n\n17.  Amendments\n     ----------\n\n     This Agreement may be amended only by the mutual written consent of all the\nparties hereto.\n\n                                  Confidential\n\n                                      -17-\n\n \n18.  Waivers\n     -------\n\n     Except as herein provided to the contrary, failure by any party to insist\nupon strict and complete performance of any or all of the terms or conditions\ncontained in this Agreement shall not constitute nor be construed as a waiver of\nthat party's right to thereafter enforce any such terms or conditions, nor shall\nit be deemed a waiver of any other term or condition contained herein.\n\n19.  Construction and Severance\n     --------------------------\n\n     The language in all parts of this Agreement shall be in all cases construed\naccording to its fair meaning and not strictly for or against any party hereto.\nIf any term, covenant, condition, or provision of this Agreement is held by a\ncourt of competent jurisdiction to be invalid, void or unreasonable, the\nremainder of the provisions hereof shall remain in full force and effect.\n\n20.  Access to Records\n     -----------------\n\n     The parties hereto shall keep accurate records in sufficient detail to\nenable the determination of the payments payable to the other parties and each\nparty shall permit examination and inspection of the records by authorized\nrepresentatives of the other parties, upon reasonable notice, during usual\nbusiness hours to the extent necessary to verify the reports and payments\nrequired hereunder.\n\n21.  Term of Agreement\n     -----------------\n\n     21.1  Initial Term of Agreement\n           -------------------------\n\n     This Agreement shall become effective on the date on which it is executed\nand shall continue until the last day of the calendar month in which the third\nanniversary of the Launch Date occurs.\n\n     21.2  Extensions of Agreement\n           -----------------------\n\n     At the expiration of this Agreement, as described in Paragraph 21.1 above,\nand provided that it has not been subject to earlier termination, this Agreement\nshall continue on a year to year basis thereafter unless a party advises the\nother parties in writing at least thirty (30) days in advance of its intent to\nterminate this Agreement, in which event such termination shall become effective\nthirty (30) days after receipt of such notice.\n\n22.  Counterparts\n     ------------\n\n     This Agreement may be executed in counterparts, all of which taken together\nshall be deemed one original.\n\n23.  Corporate Authority\n     -------------------\n\n     The persons executing this Agreement warrant that they have the right,\npower, legal capacity, and appropriate authority to enter into this Agreement on\nbehalf of the entity for whom they sign.\n\n                                  Confidential\n\n                                      -18-\n\n \n24.  Remedies:  Non-Exclusive\n     ------------------------\n\n     No remedy conferred by any specific provision of this Agreement is intended\nto be exclusive of any other remedy and each and every remedy shall be\ncumulative and shall be in addition to every other remedy given hereunder now or\nhereinafter existing in law, or in equity, or by stature, or by otherwise.  The\nelection of one or more remedies by a party shall not constitute a waiver of the\nright to pursue other available remedies.\n\n25.  Notices\n     -------\n\n     With the exception of bills, invoices, and shipping papers, all notices or\nother communications provided for by this Agreement shall be made in writing and\nshall be deemed properly delivered (i) when delivered personally, or (ii) by the\nmailing of such notice to the parties entitled thereto, registered or certified\nmail, postage prepaid to the parties at their address set forth below:  (or such\naddress designated, in writing, by one party to the other parties).\n\n     To ZoomTown.com, Inc.                To Purchase Pro, Inc.\n     ---------------------                ---------------------\n\n     ZoomTown.com, Inc.                   Purchase Pro International, Inc.\n     Attention: Michael O'Brien           Attention: Christopher P. Carton\n     Suite 102-715                        3291 North Buffalo Drive\n     201 East Fourth Street               Las Vegas, Nevada 89129\n     Cincinnati, Ohio 45202\n                                          With a copy to:\n \n                                          Purchase Pro International, Inc.\n                                          Attention: Brad Redmon\n                                          2623 Regency Road\n                                          Lexington, Kentucky 40503\n\n     To: E-MarketPro\n     ---------------\n\n     E-MarketPro, LLC\n     Attention: Brad Redmon\n     2623 Regency Road\n     Lexington, Kentucky 40503\n\n26.  Participation on the Software Steering Committee\n     ------------------------------------------------\n\n     It is acknowledged that Purchase Pro maintains a committee known as the\nSoftware Steering Committee ('Committee') which is responsible for the design of\nall software of Purchase Pro, including the Software, and all alterations,\nupgrades and updates thereto, together with the implementation of such changes\nto the Software or other Purchase Pro software.  In furtherance hereof,\nZoomTown.com shall be entitled to appoint one member of the Committee during the\nterm of this Agreement, with full power as is granted all other members.\n\n                                 Confidential\n\n                                      -19-\n\n \nPURCHASE PRO INTERNATIONAL, INC.      ZOOMTOWN.COM\n(Purchase Pro)\n\n \nBY:\n \nSignature: \/s\/ CHARLES JOHNSON, JR.      Signature:  \/s\/ MICHAEL O'BRIEN\n         ----------------------------              -----------------------------\n \nTyped Name: Charles Johnson, Jr.         Typed Name: Michael O'Brien\n           --------------------------                ---------------------------\nTitle: Chief Executive Officer           Title: President\n       ------------------------------           --------------------------------\n \nDate: 5\/19\/99                            Date: 5\/19\/99\n      -------------------------------          ---------------------------------\n \n\nE-MARKETPRO, LLC\n(E-MarketPro)\n\n\nBY:\n\nSignature: \/s\/ BRADLEY REDMON\n          ---------------------------\n\nTyped Name: Bradley Redmon\n           --------------------------\n\nTitle: Sole Member\n       ------------------------------\n\nDate: 5\/19\/99\n      -------------------------------\n\n\n                                  Confidential\n\n                                      -20-\n\n \n                                   Exhibit A\n                                   ---------\n\n\n                                     -21-\n\n \n                                   Exhibit B\n                                   ---------\n\n               List of the Purchase Pro House Account Customers\n               ------------------------------------------------\n                           as of the Effective date\n                           ------------------------\n\n\nOffice Depot\nCompUSA\nHPS &amp; Affiliates\nMarriott\nHilton\nMeristar\nStarwood\nBest Western\nOrlando Chamber of Commerce (Orlando, FL)\nPhoenix Chamber of Commerce (Phoenix, AZ)\n\n                                        \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -22-\n\n \n                                   Exhibit C\n                                   ---------\n\n                                     -23-\n\n\n \n                                   Exhibit D\n                                   ---------\n\n                                     -24-\n \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8609],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9619],"class_list":["post-42795","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\/42795","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=42795"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42795"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42795"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42795"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}