WHEREAS, VCS provides integrated outsourced sales and marketing solutions, including client field forces to the healthcare industry, and has certain expertise in the marketing and promotion of pharmaceutical products; and
WHEREAS, CLIENT is an integrated pharmaceutical company that requires the sales and promotional services of VCS as more fully described in this Agreement (the “Services”); and
WHEREAS, VCS and CLIENT originally signed a Sales Representative Services Agreement effective April 1, 2008 that was subsequently amended on May 8, 2009, May 10, 2010 and August 10, 2010 and terminated on October 1, 2010, subject to any provision thereof that specifically survives termination (the “Prior Agreement”); and
WHEREAS, VCS and CLIENT originally signed a Sales and Promotional Services Agreement effective October 1, 2010 (the “October 2010 Agreement”); and
WHEREAS, the October 2010 Agreement shall terminate on the Effective Date, subject to any provision thereof that specifically survives termination; and
WHEREAS, VCS and CLIENT desire to enter into this Agreement under which VCS shall continue to provide the Services to the CLIENT on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows: