BUSINESS COOPERATION AGREEMENT.
This Business Cooperation Agreement (hereinafter referred to as the “Agreement”) is made and entered on this 01 day of August 2021 (the “Effective Date”), between:
Benga International GmbH, with registration No. AE 2868 ,at Lefkados 8, Metro Court, P.O Box 3107, Limassol, Cyprus, represented by Andreas Giannakou CEO, (hereinafter referred to as the “Company”), and;
CPL-Co Pharm, with registration No. HE 341840, at the Industrial Area East PC: 8501, Paphos, Cyprus P.O. Box 62410 represented by Neophytos Afxentiou General Manager, (hereinafter referred to as the “Business”).
WHEREAS
The Company is a company specialized in the outsourcing, development, marketing, and distribution worldwide of various products.
The Business is a company that operates in the field of trade in the pharmaceutical products in Cyprus.
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
- PURPOSE
The Purpose of this Agreement is to provide for a framework of cooperation and determine specific working arrangements between the parties with a view to effectively cooperate in matters of common interest.
- SCOPE.
Party A
The Company shall undertake the following activities
– The Company shall be responsible for developing, sourcing, manufacturing, and marketing for projects for the Business “.
– The Company will develop the identity, branding for verity and Herman and have registered the trademarks. (Please rewrite correctly)
– The Company will provide assistant to the Business to promote and market the products in Cyprus.
– The Company will provide marketing support to the Business such as training material, catalogues, leaflets, website and manuals. All these materials will be provided electronically.
– The Company will provide training to the sales force of the Business covering the competition, benefits, competitive advantages, features and warranty.
– The Company will market and distribute the brands in the international market. (Please rewrite correctly)
– The Company will assist in the development of new projects to the Business and each project will be discussed case by case. The Company will explain the job, time and resources to be done and it will add a service fee for the development of the project regardless the execution of the project. Future development must be presented to the Business by The Company as a full complete plan as The Company will commence any work for such project. The Company will apply a time limit and or a fee for each new project to be developed.
– The Company warrants that each product will be free from defects in design, materials and workmanship and will perform in conformance with the specifications and documentation with respect with each product. The Period of warranty of each product shall be specify on the manuals.
– In the event that any products are received by the Company in a defective condition, the Business may return such defective product to the supplier within ______ after delivery an in accordance with any applicable guarantee with respect thereto.
Party B
The Business shall undertake the following activities:
– The Business are the exclusively distributor of the brands Hermann and Verity in Cyprus.
– The Business wish to become the exclusive distributor of the brands Hermann and Verity in Greece subject to a 3-Year plan development
– The Business will provide after an after sales service to the end consumer
– The Business will provide an update on the performance every 6 months of the products distributed in Cyprus
– The Business will provide an execution sales plan for any new market wishing to develop.
– The Business will provide a general forecast of the sales for up to three years
- TERM.
The initial term of this Agreement shall be for a period of Three Years, commencing on the Effective Date herein, renewed yearly.
- PAYMENT/CONSIDERATION.
The Company shall pay the Business __________, for the services covered under this Agreement. Payments shall be made _______________.
- COPYRIGHT/INTELLECTUAL PROPRIETARY RIGHTS.
The Business understands and acknowledges that all and any copyrights and intellectual property associated with the Company such as the Company logos, names e.t.c shall be the Company property. The The Business understands that its association with the Company during the term of this Agreement shall not in any way confer upon it any right to the copyrights and intellectual proprietary rights covered under this Agreement.
LIABILITY/INDEMNITY.
The Business shall not be held responsible and/or liable for any harm caused by the Company products. The Company agrees that it shall protect and indemnify the Party B against all and any legal claims arising from use of The Company products. The Company shall be solely responsible in the event of legal action arising from the use of the The Business products.
- CONFIDENTIALITY.
The Parties agree to keep details of this Agreement and any other confidential information about the Company covered under this Agreement and the dealings of the Company confidential. The Company acknowledges that during the term of this agreement and for the purpose of performing its obligations as covered herein, it may have access to The Business confidential information. The Business shall not use the said information without prior written consent by the The Company except when;
- The information is required by law.
- The information is already in the public domain.
- ASSIGNMENT/WAIVER.
- This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, provided that none of the Parties may assign any of their obligations under this Agreement without prior written consent of the Parties.
- The waiver by either Party of any breach or failure to enforce any of the terms of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
- DISPUTE RESOLUTION.
In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a mediation process.
- TERMINATION/CANCELLATION.
The Parties acknowledge that any Party can terminate/cancel this Agreement at any time provided that they issue a ___ day Written Notice on the same.
- Relationship of Parties
The relationship of the parties under this agreement shall be, and at all times remain, that of independent contractors,
- Supplementary Agreements
Supplementary Agreements means any kinds of additional agreements an or appendixes entered into between both parties, which will constitute an integral part of the present Agreement
- MODIFICATION.
This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- GOVERNING LAW/JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of Cyprus Exclusive jurisdiction and venue shall be in Cyprus.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.
Party A: _____________ ___________________ ___________
(SIGNATURE) (Andreas Giannakou) (DATE)
Party B: _____________ ________________________ ___________
(SIGNATURE) (Neophytos Afxentiou) (DATE)
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