1. The Service Provider shall use their best endeavors to promote the Products in the Territory, and dedicate adequate time, staff facilities and resources to fulfill their obligations under this Agreement.
2. The Service Provider shall, on all occasions, follow and be compliant with the instructions given by the Company.
3. The Service Provider shall, at all times, protect the interests of the Company and promote the goodwill of the Company in the Territory. In this regard, the Service Provider may carry out, at its expense, advertising and/or publicity activities for promoting the Products in the Territory.
4. The Company may, from time to time, mutually agree with the Service Provider on sales targets for the Products. The Service Provider shall use their best endeavors to achieve or exceed the said sales targets. It has also been mutually agreed between the Parties that the Service Provider will formulate and develop a sales strategy for the Company, in order to help them achieve total revenue of EUR €1 million in the Territory between January 20, 2025 to July 19,, 2025.
5. The Service Provider shall prepare a business plan thereby providing the financial forecasts, in connection with the sale of Products in the Territory, for the Term (defined hereafter).
6. Service Provider shall, without limitation, also do the following:
a. Attend exhibitions and/or organize seminars, as agreed in advance in writing with the Company, for promoting the Products.
b. Focus on acquiring new customers in the Territory while leveraging the techno-commercial support from the Company, as well as plan monthly on-site customer visits.
c. Putting technical write-ups and posts regarding the Products on social media platforms and magazines in the Territory.
d. Advise the Company on desirable enhancements and/or modifications to the Products.
e. Share ideas for new products and marketing strategies with the Company.
f. Maintain existing contacts and develop new contacts in the Territory.
g. Submit bi-monthly reports to the Company in the format provided by the Company for this purpose (if any), providing an evaluation of the prevailing business scenario in the Territory, business development activities undertaken along with other relevant updates and accordingly, rendering full and effective assistance to the Company in drawing up an action plan.
h. Keep the Company informed about all applicable regulatory requirements in the Territory concerning the Products.
i. Provide all necessary local support and assistance, which is within the defined scope of business development and marketing roles of the Service Provider, to the Company on all occasions, in connection with the business visits, business development and execution activities. In this regard, the Service Provider will also follow up with the strategic accounts/customers of the Company from time to time, and efficiently manage the Request for Information (RFIs) \& Request for Proposals (RFPs) being received from the customers in the Territory.
j. Ensure that Mr. Jakub Wielgomas attends all training programs organized by the Company from time to time.
k. Follow the pricing guide(s) and quote(s) provided by the Company, in connection with the sale of Products in the Territory.
l. Interact and coordinate with the Company’s teams in India, in order to facilitate and enhance customer service.
m. Check the customer's economic reliability at the earliest stage, with the due care and diligence of a prudent businessman and notify the Company of the result of the examination, as soon as possible.
n. Use the business tools provided by the Company (if any), for the performance of its services in terms of this Agreement.
o. Develop market share, identify new opportunities and grow the Company’s business in the Territory.
7. The Service Provider shall be responsible for providing all services, as may be necessary or deemed to be necessary in terms of this Agreement, at such fees (defined as Service Fee in this Agreement) as stipulated in this Agreement. The Service Provider shall not incur any expenses on Company’s account, without prior written consent of the Company over email. In case the Service Provider incurs certain expenses, which had been authorized by the Company in advance in writing, the Company shall reimburse such expenses according to its prevailing reimbursement policy(s), provided the Service Provider has shared all necessary supporting documents with the Company. In case Mr. Jakub Wielgomas (independent proxy of the Service Provider) is required to travel for rendering services on behalf of the Service Provider, it shall be governed by the prevailing travel policy(s) of the Company.
8. The Service Provider irrevocably agrees and undertakes to respect the Intellectual Property (defined in Article II(8)(a)) of the Company; the Service Provider shall strictly refrain from using the Intellectual Property of the Company, or any part thereof, in any manner whatsoever, unless with the prior and express written consent of the Company and for the limited purpose of carrying out the services under this Agreement. The Service Provider further agrees that it shall not use any of the trademarks of the Company, either individually or in conjunction, on or at the premises where the Service Provider carries on its business, letter heads of the Service Provider, identity cards and visiting cards of the personnel of the Service Provider or otherwise, in any case whatsoever. The Company shall have the exclusive title and ownership rights, including all Intellectual Property rights, throughout the world in all Intellectual Property. All uses of any Intellectual Property by the Service Provider during the performance of the services under this Agreement, and the goodwill associated therewith, inures and shall inure to the benefit of the Company. The Service Provider shall not take any action(s) whatsoever, as well as not support anyone else in doing so, which are infringing upon, or are likely to infringe upon, the Intellectual Property of the Company. The Service Provider hereby agrees and acknowledges that all rights, title and interest in the Intellectual Property shall lie with the Company only.
a. "Intellectual Property" of the Company includes all (i) designs, drawings, and specifications; (ii) patents, patent applications, and inventions, whether patentable or not; (iii) trademarks, service marks, trade dress, trade names, logos, corporate names, domain names, and related registrations or applications, along with associated goodwill; (iv) copyrights and related registrations or applications; (v) trade secrets, know-how, research and development, and other confidential information; (vi) waivable or assignable rights of publicity and moral rights; (vii) design rights, whether registered or unregistered, and related applications; (viii) database rights and other forms of intellectual property, including data; and (ix) any other proprietary rights, whether or not registered..
b. Upon termination of this Agreement for any reason whatsoever, the Service Provider shall immediately cease to describe itself as the Company’s authorized marketing representative in the Territory, as well as cease to use the Intellectual Property in any manner or form whatsoever. The Service Provider shall also return to the Company, or otherwise dispose of at the Company's discretion and directions, all printed matter displaying the Intellectual Property which may be in the Service Provider’s possession.
c. The Service Provider acknowledges that the Company shall be irreparably harmed by any breach of the provisions of Article II(8) of this Agreement. Therefore, in addition to any other remedies that the Company may have at law or in equity, the Company shall also be entitled to an injunction issued by a court having jurisdiction, restraining any violation of the provisions of Article II(8) of this Agreement, or specific performance wherever applicable. The Service Provider hereby waives, with respect to any future dispute related to Article II(8), its defense based on the argument that the Company will not be irreparably harmed by a breach of the said provisions or that the Company has available to it an adequate remedy at law.
9. The Service Provider agrees and acknowledges that it may receive Confidential Information (defined in Article II(9)(a)) from the Company during the subsistence of this Agreement, and such Confidential Information shall be deemed to have been received in confidence and shall be used by the Service Provider for the limited purpose of effective provision of services under this Agreement, or for such other purpose under this Agreement which the Parties may mutually agree upon in advance in writing. The Service Provider shall, only with the prior written consent of the Company, be allowed to disclose the Confidential Information only to its own personnel, strictly on a need-to-know basis and for the purposes of this Agreement only. The Service Provider agrees and undertakes to ensure that all of its personnel, who are receiving the Confidential Information of the Company, have entered into a written non-disclosure agreement with the Service Provider, the terms whereof are at least as restrictive as this Agreement. The Service Provider also undertakes to share with the Company the executed copies of the aforesaid non-disclosure agreements, within five business (5) days from the Effective Date. The Service Provider agrees and acknowledges that neither it nor any of its employees/agents/personnel shall, at any time during the subsistence of this Agreement or thereafter, divulge or appropriate to its own use or to the use of others the Confidential Information or any part thereof, except as may be authorized or directed by the Company in advance in writing. The Service Provider further agrees that it will take all reasonable measures to avoid disclosure, dissemination and/or unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information of a similar nature. The Service Provider shall treat the Confidential Information of the Company in the same way as it treats its own valuable and sensitive information of a similar nature and, in any event, with not less than the best degree of care.
a. The term “Confidential Information”, in connection with the Company, includes, without limitation, (i) all information communicated by the Company which has been identified as confidential information at the time of disclosure; (ii) all non-public information concerning the Products and the business of the Company which the Service Provider had access to in connection with this Agreement, whether before or after Effective Date, which would be considered confidential under the prevailing circumstances; (iii) the terms of this Agreement; and (iv) all trade secrets, Intellectual Property (defined in Article II(8)(a)), existing or contemplated products, services, designs, technology, processes, applications, software, technical data, financial data, engineering, techniques, methodologies and concepts and any other information and/or documentation relating to business plans, marketing plans, sales, sales forecasts, market research, marketing methods, marketing plans, and/or customer lists, contacts or requirements, which have been disclosed to the Service Provider in connection with this Agreement, whether or not designated by the Company as confidential.
b. The Service Provider shall ensure that the customers in the Territory do not challenge or contest Company’s rights in and with respect to the Confidential Information.
c. The Service Provider has also signed a Non-Disclosure Agreement dated January __, 2025 (hereinafter, “NDA”) with the Company, the terms whereof, along with the terms of this Agreement, will govern the confidentiality obligations of the Service Provider in the present transaction.
10. The Service Provider shall not manufacture or market (or assist in manufacturing or marketing), whether as a representative, agent or in any other capacity (whether directly or indirectly), products which are in direct or indirect competition with the Products of the Company in the pharmaceutical and biopharmaceutical markets in the Territory.
11. The Service Provider shall, on all occasions, keep the Company informed of their marketing activities in the Territory.
12. The Service Provider shall itself render the services outlined in this Agreement and align its efforts with the needs of the Company. The Service Provider shall not appoint any sub-representative(s) and/or sub-agent(s) to market, promote and solicit orders for the Products and sell the Products in the Territory, without the prior written consent of the Company.
13. Unless authorized by the Company in writing in advance, the Service Provider shall not incur any liabilities on behalf of the Company, nor pledge the credit of the Company, nor make any representations nor give any warranty on behalf of the Company, nor in any way act or describe its action(s) in any capacity other than as a Service Provider for the Company.
14. The Service Provider shall not, on behalf of the Company or otherwise, share any documents with the customer(s) in the Territory in connection with this Agreement (including, without limitation, offer document(s), quotation(s), proforma invoice(s), invoice(s) etc.) in its own name or on its letterhead. The Service Provider shall always facilitate direct communication between the Company and the customer, and the Company alone will issue all documents to the customer(s) in the Territory on its letterhead and under its company seal.
15. The Service Provider shall not, on behalf of the Company, take part in any dispute, or institute or defend any proceedings, or settle or attempt to settle, or make any admission concerning any dispute or other claim relating to the Products or to the affairs of the Company. The Service Provider will immediately inform the Company in writing of any of the foregoing and, will act in relation thereto only upon and in accordance with the instructions of, and at the expense of, the Company.
16. The Service Provider shall inform the Company of all potentially conflicting companies/businesses that it presently represents or shall hereafter represent, and keep the Company informed of any changes in this regard.
17. The Service Provider shall not deal with, and shall promptly refer all requests for, quotations or orders for the Products from parties resident outside the Territory to the Company, which shall determine the manner of handling those requests.
18. The Service Provider shall conduct its business in compliance with all applicable national, federal, state and local laws, guidelines and regulations which are, in any way, related to the sale and marketing of the Products and/or the performance of the Service Provider’s duties and obligations under this Agreement.
19. If the Company accepts a customer's order, the Service Provider shall, with the due care and diligence of a prudent businessman, cause all action(s) to be taken which may be necessary for the proper processing of the transaction. Among other things, the Service Provider shall ensure timely and complete clarification of the technical details of the order as well as compliance with the payment terms agreed with the Company.
If a buyer/customer in the Territory complains to the Service Provider regarding the Products of the Company, the Service Provider shall immediately notify the Company about the complaints raised and shall also fully represent the Company's interests in every way.
Job Type: Full-time
Pay: €29,740.34-€72,052.11 per year
Work Location: Remote