This Master Service Agreement (the "Agreement") is made and entered into on [DATE] (the "Effective Date").

BETWEEN: ALDOCHEM EOOD, a single-member limited liability company incorporated under the laws of the Republic of Bulgaria, with its registered office at [REGISTERED ADDRESS], Burgas, Bulgaria, registered under UIC [UIC NUMBER] ("ALDOCHEM" or the "Supplier"); and

[COUNTERPARTY NAME], a [ENTITY TYPE] organised under the laws of [JURISDICTION], with its registered office at [COUNTERPARTY ADDRESS], registered under [REGISTRATION NUMBER] (the "Customer").

ALDOCHEM and the Customer are each referred to as a "Party" and together as the "Parties".

WHEREAS ALDOCHEM operates as a peptide contract development, manufacturing and sourcing platform, offering custom peptide synthesis, raw peptide powder, in-stock research-use-only formats, fill-and-finish and associated analytical services, in part through GMP-aligned manufacturing partners;

WHEREAS the Customer wishes to procure such services from ALDOCHEM on a recurring basis, and ALDOCHEM is willing to provide them, on the terms of this Agreement;

WHEREAS the Parties intend that this Agreement establish the general framework governing all such services, with the particulars of each engagement set out in separate quotations or statements of work;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set out below, and intending to be legally bound, the Parties agree as follows.

1.1 In this Agreement, unless the context otherwise requires, the following terms have the meanings given below.

1.2 "Certificate of Analysis" or "CoA" means the batch-specific document issued by ALDOCHEM setting out the analytical results and specifications applicable to a Deliverable.

1.3 "Deliverable" means any product, material, data, report or other output supplied by ALDOCHEM under a Quotation or SOW, including synthesised peptides, raw powder, in-stock formats, filled and finished units and analytical results.

1.4 "GMP-Aligned" means manufactured under a quality management system operated consistently with the principles of Good Manufacturing Practice, without any representation that a facility, process or Deliverable is GMP-certified or holds regulatory GMP accreditation.

1.5 "Quotation" means a written offer issued by ALDOCHEM specifying the Services, Deliverables, quantities, specifications, pricing and lead times for a particular engagement.

1.6 "Research Use Only" or "RUO" means intended solely for research, laboratory or analytical purposes and not for diagnostic, therapeutic, clinical, cosmetic, food, animal or human consumption, or any other in vivo use.

1.7 "Services" means the peptide synthesis, supply and related services provided by ALDOCHEM under this Agreement, as further described in clause 3.

1.8 "Specifications" means the technical and quality parameters for a Deliverable set out in the applicable Quotation, SOW or CoA.

1.9 "Statement of Work" or "SOW" means a written scope document agreed by the Parties describing a defined project, its Deliverables, milestones, pricing and any project-specific terms.

1.10 Headings are for convenience only and do not affect interpretation. References to a clause are to a clause of this Agreement. Words importing the singular include the plural and vice versa. "Including" and "in particular" are without limitation.

2.1 This Agreement sets out the general terms governing the relationship between the Parties. It does not by itself commit either Party to place or accept any particular order.

2.2 Specific Services and Deliverables shall be ordered through, and become binding upon acceptance of, a Quotation or an executed SOW. Each Quotation or SOW, once accepted or executed, incorporates and is subject to the terms of this Agreement.

2.3 In the event of conflict or inconsistency, the following order of precedence applies: (a) the terms of an executed SOW or accepted Quotation, but only as to the specific matter expressly addressed therein and only where it states an intention to override this Agreement; (b) this Agreement; and (c) any other document referenced by the Parties.

2.4 No terms contained in the Customer's purchase order or other documentation shall apply or vary this Agreement unless expressly accepted by ALDOCHEM in writing.

3.1 Subject to the terms of this Agreement, ALDOCHEM may provide the following Services as specified in each Quotation or SOW: (a) custom peptide synthesis to Customer-supplied sequences or specifications; (b) supply of raw peptide powder; (c) supply of in-stock research-use-only formats; (d) fill-and-finish services; and (e) analytical services, including purity and identity testing.

3.2 ALDOCHEM shall perform the Services with reasonable skill and care and in accordance with the applicable Specifications and its quality management system.

3.3 ALDOCHEM may perform all or part of the Services through affiliates or qualified subcontractors, including GMP-aligned manufacturing partners, and shall remain responsible for Services so performed to the extent provided in this Agreement.

3.4 All Deliverables are supplied for Research Use Only. Nothing in this Agreement constitutes a representation that any Deliverable is suitable or approved for clinical, diagnostic, therapeutic or human or animal use.

4.1 The Customer may request Services by submitting an enquiry or by responding to a Quotation. A binding order arises only when the Customer accepts a Quotation in writing or the Parties execute a SOW.

4.2 Each accepted Quotation and executed SOW is a separate contract incorporating this Agreement. Cancellation or amendment of an order after acceptance requires ALDOCHEM's written consent and may be subject to charges for work performed and materials committed.

4.3 The Customer shall inspect each Deliverable promptly on receipt and shall notify ALDOCHEM in writing of any claim that a Deliverable does not conform to its Specifications within [NOTICE PERIOD] of delivery, failing which the Deliverable shall be deemed accepted.

4.4 Where a Deliverable is validly rejected as non-conforming, ALDOCHEM's sole obligation, and the Customer's sole remedy, shall be, at ALDOCHEM's option, to re-perform the affected Service, replace the Deliverable, or issue a credit or refund of the amounts paid for it.

5.1 Delivery terms shall be as stated in the applicable Quotation or SOW and, where an Incoterm is specified, shall be interpreted in accordance with the Incoterms rules in force at the Effective Date.

5.2 Delivery dates and lead times are estimates given in good faith and are not of the essence unless expressly agreed in writing.

5.3 Risk of loss or damage to a Deliverable passes to the Customer on delivery in accordance with the applicable delivery term.

5.4 Title to a Deliverable passes to the Customer only upon receipt by ALDOCHEM of payment in full of all sums due in respect of that Deliverable. Until title passes, the Customer shall store the Deliverable so that it remains identifiable as ALDOCHEM's property.

5.5 The Customer is responsible for ensuring that it is lawfully permitted to import, receive, store and handle each Deliverable in the [TERRITORY] and for obtaining any permits required to do so.

6.1 ALDOCHEM shall issue a batch-specific Certificate of Analysis for each Deliverable for which a CoA is specified, setting out the applicable analytical results.

6.2 Analytical characterisation may include high-performance liquid chromatography (HPLC) for purity and liquid chromatography-mass spectrometry (LC-MS) for identity, or such other methods as are stated in the applicable Specifications.

6.3 Where a Deliverable is manufactured by or through a GMP-aligned partner, such manufacture is carried out consistently with the principles of Good Manufacturing Practice. The Customer acknowledges that this does not constitute, and shall not be represented as, GMP certification or regulatory GMP approval of any facility, process or Deliverable.

6.4 All Deliverables are supplied for Research Use Only. The Customer shall not use, resell, label or represent any Deliverable for clinical, diagnostic, therapeutic, cosmetic, food or any human or animal application, and shall ensure the same in respect of its own customers and end users.

6.5 ALDOCHEM shall retain quality and batch records in accordance with its quality management system and applicable law, and shall make relevant records reasonably available to the Customer on request.

7.1 Prices for the Services are those stated in the applicable Quotation or SOW and are exclusive of taxes, duties, shipping, insurance and handling unless otherwise stated.

7.2 Unless otherwise agreed in writing, ALDOCHEM shall invoice the Customer on or after delivery, and the Customer shall pay each undisputed invoice within [PAYMENT TERM] of the invoice date, in the currency stated on the invoice.

7.3 Payments shall be made without set-off, deduction or withholding except as required by law. Amounts overdue may bear interest at the statutory rate applicable under Bulgarian law from the due date until payment.

7.4 If the Customer fails to pay any undisputed sum when due, ALDOCHEM may, without prejudice to its other rights, suspend performance of the Services and withhold Deliverables until payment is made.

7.5 Where the Customer disputes an invoice in good faith, it shall pay the undisputed portion when due and notify ALDOCHEM of the disputed portion, and the Parties shall seek to resolve the dispute promptly.

8.1 All prices are exclusive of value added tax (VAT) and any other applicable sales, use, excise or similar taxes, which shall be added where chargeable and paid by the Customer.

8.2 Each Party shall bear its own income and similar taxes arising in respect of its own activities. Where the Customer is required by law to withhold or deduct any amount from a payment, it shall provide ALDOCHEM with such documentation as is reasonably required to enable ALDOCHEM to obtain any available relief.

8.3 The Customer shall provide a valid VAT identification number and any exemption or intra-community supply documentation reasonably required by ALDOCHEM.

9.1 Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement, including Specifications, sequences, pricing, methods and business information, and shall use it only for the purposes of this Agreement.

9.2 The confidentiality obligations in this clause do not apply to information that is or becomes public without breach, was lawfully known to the receiving Party without obligation of confidence, is independently developed, or is lawfully received from a third party without restriction.

9.3 Where the Parties have entered into a separate non-disclosure or confidentiality agreement, that agreement shall govern the treatment of confidential information and, to the extent of any conflict on that subject, shall prevail over this clause.

9.4 A Party may disclose confidential information to the extent required by law or by a competent authority, provided it gives, where lawful, prompt notice to the disclosing Party.

10.1 Each Party retains ownership of all intellectual property owned or controlled by it prior to the Effective Date or developed independently of this Agreement.

10.2 As between the Parties, all peptide sequences, structures, specifications and related information supplied by the Customer, and all intellectual property therein, remain the sole property of the Customer. ALDOCHEM acquires no rights in such Customer intellectual property except the limited licence necessary to perform the Services.

10.3 All processes, methods, know-how, synthesis techniques and improvements developed or used by ALDOCHEM in performing the Services, and all intellectual property therein, remain the sole property of ALDOCHEM.

10.4 The Customer warrants that ALDOCHEM's use of any sequence, specification or material supplied by the Customer for the purpose of performing the Services will not infringe the intellectual property or other rights of any third party.

10.5 Nothing in this Agreement grants either Party any right to use the other Party's name, trademarks or logos without prior written consent.

11.1 ALDOCHEM warrants that, at the time of delivery, each Deliverable will conform in material respects to its Specifications and that the Services will be performed with reasonable skill and care.

11.2 Each Party warrants that it has the authority to enter into and perform this Agreement and that doing so does not breach any obligation binding on it.

11.3 Except as expressly set out in this Agreement, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranty of satisfactory quality, merchantability or fitness for a particular purpose, are excluded.

11.4 The Customer acknowledges that Deliverables are supplied for Research Use Only and that ALDOCHEM makes no warranty as to their suitability for any particular application beyond conformity with the Specifications.

12.1 Nothing in this Agreement excludes or limits either Party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded or limited under applicable law.

12.2 Subject to clause 12.1, neither Party shall be liable to the other for any indirect, incidental or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, howsoever arising.

12.3 Subject to clause 12.1, the total aggregate liability of ALDOCHEM arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amounts paid by the Customer for the specific Services or Deliverables giving rise to the claim in the [LIABILITY PERIOD] preceding the event giving rise to the claim.

12.4 The Customer assumes all responsibility and risk arising from its use, handling, storage, further processing and onward supply of the Deliverables.

13.1 The Customer shall indemnify and hold harmless ALDOCHEM and its affiliates, and their respective officers and employees, against all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Customer's use, handling, storage or onward supply of any Deliverable; (b) any use of a Deliverable other than for Research Use Only; (c) any breach by the Customer of clause 10.4 or of applicable law; or (d) any claim that a sequence, specification or material supplied by the Customer infringes the rights of a third party.

13.2 The indemnified Party shall promptly notify the indemnifying Party of any claim, shall not settle it without the indemnifying Party's consent, and shall provide reasonable cooperation, at the indemnifying Party's expense, in its defence.

14.1 Each Party shall maintain, with reputable insurers, insurance appropriate to its obligations and risks under this Agreement, including, where applicable, product and general liability cover, at levels consistent with prudent industry practice.

14.2 Each Party shall, on reasonable request, provide the other with evidence of the insurance required under this clause.

15.1 Each Party shall comply with all laws and regulations applicable to its performance of this Agreement, including chemical, environmental, health and safety, anti-bribery and data protection laws.

15.2 Where and to the extent applicable, the Parties shall comply with Regulation (EC) No 1907/2006 (REACH) and related chemical regulatory requirements in respect of the Deliverables. Registration, notification or authorisation obligations shall be allocated as agreed in the applicable Quotation or SOW.

15.3 Each Party shall comply with applicable export control, sanctions and import laws. The Customer shall not export, re-export or divert any Deliverable in breach of such laws, and shall provide accurate end-use and end-user information on request.

15.4 The Customer shall ensure that all use, resale and further distribution of the Deliverables complies with the Research Use Only restriction and with all applicable regulatory requirements in the [TERRITORY].

15.5 The Parties shall process any personal data exchanged under this Agreement in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Bulgarian data protection law.

16.1 This Agreement commences on the Effective Date and continues for [TERM], and shall thereafter renew automatically for successive periods of [RENEWAL PERIOD] unless either Party gives written notice of non-renewal not less than [NOTICE PERIOD] before the end of the then-current period.

16.2 Either Party may terminate this Agreement or any affected Quotation or SOW on written notice if the other Party commits a material breach that is not remedied within [CURE PERIOD] of written notice requiring its remedy.

16.3 Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, enters liquidation or administration, has a receiver appointed, or is otherwise unable to pay its debts as they fall due.

16.4 Termination of this Agreement does not affect any Quotation or SOW then in progress unless expressly terminated, and the terms of this Agreement continue to govern such work until it is completed or separately terminated.

16.5 On termination, the Customer shall pay for all Services performed and Deliverables supplied, together with committed costs, up to the effective date of termination.

16.6 Clauses which by their nature are intended to survive termination, including those on confidentiality, intellectual property, warranties, limitation of liability, indemnity, compliance, governing law and notices, shall survive.

17.1 Neither Party shall be liable for any delay or failure to perform its obligations (other than an obligation to pay money when due) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic or pandemic, fire, flood, failure of supply of raw materials or utilities, labour disputes not involving its own workforce, or governmental action.

17.2 The affected Party shall notify the other promptly, use reasonable efforts to mitigate the effect of the event, and resume performance as soon as reasonably practicable.

17.3 If an event of force majeure continues for more than [FORCE MAJEURE PERIOD], either Party may terminate the affected Quotation or SOW on written notice, without liability arising solely from such termination.

18.1 This Agreement and any dispute or claim arising out of or in connection with it, including non-contractual disputes, shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.

18.2 The Parties submit to the exclusive jurisdiction of the competent courts of Burgas, Bulgaria, to settle any dispute arising out of or in connection with this Agreement.

18.3 Nothing in this clause prevents a Party from seeking interim or injunctive relief from any court of competent jurisdiction.

19.1 Any notice under this Agreement shall be in writing and delivered by hand, by internationally recognised courier, or by email to the address or email address notified by the receiving Party for such purpose.

19.2 A notice is deemed received: if delivered by hand, on delivery; if sent by courier, on signed proof of delivery; and if sent by email, on transmission, provided no delivery failure notification is received and subject to any read or receipt confirmation reasonably requested.

19.3 A Party may change its address or email for notices by giving written notice to the other Party.

20.1 Neither Party may assign, transfer or subcontract this Agreement or any of its rights or obligations without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.

20.2 Notwithstanding clause 20.1, either Party may assign this Agreement to an affiliate or to a successor in connection with a merger, reorganisation or sale of all or substantially all of its assets, on written notice to the other Party.

20.3 ALDOCHEM may subcontract performance of the Services in accordance with clause 3.3 without further consent.

21.1 This Agreement, together with all accepted Quotations and executed SOWs, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, representations and understandings, whether written or oral, except for any separate confidentiality agreement referenced in clause 9.3.

21.2 No variation of this Agreement is effective unless made in writing and signed by or on behalf of both Parties.

21.3 No failure or delay in exercising any right is a waiver of that right, and no single or partial exercise precludes any further exercise.

21.4 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

21.5 Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties.

21.6 This Agreement does not confer any rights on any person who is not a Party to it.

21.7 This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

For and on behalf of ALDOCHEM EOOD:

Signature: _______________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

For and on behalf of [COUNTERPARTY NAME]:

Signature: _______________________________

Name: [NAME]

Title: [TITLE]

Date: [DATE]

This document is a template provided for general informational purposes only and does not constitute legal advice. It must be reviewed, adapted and approved by qualified legal counsel before use. ALDOCHEM EOOD makes no representation that this template is suitable for any particular transaction or compliant with the laws of any jurisdiction as applied to specific facts.

All Deliverables referenced in this template are supplied for Research Use Only and are not for clinical, diagnostic, therapeutic, cosmetic, food or human or animal use. References to GMP-aligned manufacturing describe alignment with Good Manufacturing Practice principles and do not constitute a claim of GMP certification or regulatory approval.