THIS MUTUAL NON-DISCLOSURE AGREEMENT (this "Agreement") is made and entered into on [DATE] (the "Effective Date") by and between:

(1) 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 Unified Identification Code (UIC) [UIC NUMBER] ("ALDOCHEM"); and

(2) [COUNTERPARTY NAME], a company incorporated under the laws of [JURISDICTION], with its registered office at [COUNTERPARTY ADDRESS], registered under [COUNTERPARTY REGISTRATION NUMBER] ("[COUNTERPARTY SHORT NAME]").

ALDOCHEM and [COUNTERPARTY SHORT NAME] are each referred to individually as a "Party" and collectively as the "Parties". In the context of any particular disclosure, the Party disclosing Confidential Information is the "Disclosing Party" and the Party receiving it is the "Receiving Party".

WHEREAS, ALDOCHEM operates a peptide contract development, manufacturing and sourcing platform and the Parties wish to explore a potential commercial supply relationship concerning the custom synthesis, sourcing, supply and/or fill-and-finish of peptide products for research use only (the "Purpose");

WHEREAS, in connection with the Purpose each Party may disclose to the other certain confidential and proprietary information, including but not limited to peptide sequences, specifications, technical and quality data, pricing and commercial terms, and know-how;

WHEREAS, each Party wishes to preserve the confidentiality of such information and to define the terms on which it is exchanged, used and protected;

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

1.1 "Confidential Information" means any information, in whatever form or medium, that is disclosed by or on behalf of the Disclosing Party to the Receiving Party, whether before or after the Effective Date, in connection with the Purpose, and which is either marked or otherwise identified as confidential or proprietary at the time of disclosure, or which by its nature or the circumstances of its disclosure ought reasonably to be regarded as confidential. Confidential Information includes, without limitation: peptide sequences and structures; product, analytical and technical specifications; formulations and processes; quality documentation and Certificates of Analysis; research data and results; know-how, methods and techniques; pricing, costs, margins and other commercial terms; supplier, manufacturer and customer information; business plans and forecasts; and the existence, subject matter and terms of this Agreement and of the discussions between the Parties.

1.2 "Representatives" means, in relation to a Party, its directors, officers, employees, professional advisers, and affiliates and the directors, officers and employees of such affiliates, in each case to the extent they require access to Confidential Information for the Purpose.

1.3 "Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty per cent (50%) of the voting rights or the power to direct the management of an entity.

1.4 In this Agreement, unless the context otherwise requires: the singular includes the plural and vice versa; a reference to a clause is to a clause of this Agreement; "including", "includes" and "in particular" are illustrative and do not limit the words preceding them; and headings are for convenience only and do not affect interpretation.

2.1 Confidential Information does not include information that the Receiving Party can demonstrate by written or other reliable evidence:

2.1.1 is or becomes publicly available other than as a result of a breach of this Agreement by the Receiving Party or its Representatives;

2.1.2 was lawfully in the Receiving Party's possession, free of any obligation of confidentiality, before it was disclosed by or on behalf of the Disclosing Party;

2.1.3 is lawfully obtained by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, bound by any obligation of confidentiality in respect of that information; or

2.1.4 is independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance on the Disclosing Party's Confidential Information.

3.1 The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever.

3.2 The Receiving Party shall not use the Confidential Information for any commercial, competitive, scientific or other advantage of itself or any third party, nor to the detriment of the Disclosing Party.

3.3 Nothing in this Agreement obliges either Party to disclose any particular information, to proceed with the Purpose, or to enter into any further agreement or transaction with the other Party.

4.1 The Receiving Party shall keep the Confidential Information confidential and shall not disclose it to any person except as expressly permitted by this Agreement.

4.2 The Receiving Party shall protect the Confidential Information using at least the same degree of care that it applies to its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

4.3 The Receiving Party shall implement and maintain appropriate technical and organisational measures to safeguard the Confidential Information against unauthorised access, use, disclosure, loss or alteration.

4.4 The Receiving Party shall promptly notify the Disclosing Party in writing upon becoming aware of any unauthorised use, disclosure, loss or other compromise of the Confidential Information, and shall provide reasonable cooperation to limit and remedy the effects of the same.

4.5 The Receiving Party shall be responsible for any act or omission of its Representatives that would constitute a breach of this Agreement if committed by the Receiving Party.

5.1 The Receiving Party may disclose the Confidential Information to its Representatives on a need-to-know basis for the Purpose, provided that before any such disclosure the Receiving Party informs each such Representative of the confidential nature of the Confidential Information and ensures that each such Representative is bound by obligations of confidentiality and non-use no less protective than those set out in this Agreement.

5.2 The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order, or the rules of any competent regulatory or governmental authority, provided that (save where prohibited by law) the Receiving Party gives the Disclosing Party prompt prior written notice of such requirement so as to afford the Disclosing Party a reasonable opportunity to seek a protective order or other appropriate remedy, discloses only that portion of the Confidential Information that it is legally required to disclose, and uses reasonable endeavours to obtain assurances that confidential treatment will be accorded to the disclosed information.

6.1 All Confidential Information remains the property of the Disclosing Party. This Agreement does not transfer any right, title or interest in or to the Confidential Information to the Receiving Party.

6.2 No licence under any patent, trademark, copyright, trade secret, database right or other intellectual property right is granted or implied by the disclosure of Confidential Information under this Agreement.

6.3 The disclosure of Confidential Information does not create any obligation on the Disclosing Party to enter into any business relationship and does not create any agency, partnership, joint venture or fiduciary relationship between the Parties.

7.1 All Confidential Information is provided "as is". The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, fitness for any particular purpose, or non-infringement of the Confidential Information.

7.2 The Receiving Party acknowledges that all products, samples and related information exchanged in connection with the Purpose are for research use only and are not intended, and shall not be used, for human or veterinary therapeutic, diagnostic, clinical, food or cosmetic use.

7.3 Neither Party shall have any liability arising from the other Party's reliance on the Confidential Information, save as expressly provided in this Agreement.

7.4 Nothing in this Agreement limits or excludes either Party's liability where such limitation or exclusion is prohibited by applicable law.

8.1 This Agreement takes effect on the Effective Date and, unless earlier terminated in accordance with its terms, continues in force for a period of [TERM] (the "Term"), during which the Parties may exchange Confidential Information for the Purpose.

8.2 Either Party may terminate this Agreement by giving the other Party not less than [NOTICE PERIOD] prior written notice.

8.3 The obligations of confidentiality and non-use set out in this Agreement survive the expiry or termination of this Agreement and continue for a period of [SURVIVAL PERIOD] from the date of expiry or termination, save that in respect of any Confidential Information that constitutes a trade secret such obligations continue for so long as the information retains the status of a trade secret under applicable law.

8.4 Expiry or termination of this Agreement does not affect any right, obligation or liability that has accrued before the date of expiry or termination.

9.1 Upon the written request of the Disclosing Party at any time, and in any event upon the expiry or termination of this Agreement, the Receiving Party shall, at the Disclosing Party's election, promptly return or securely destroy all Confidential Information in its possession or control, together with all copies, extracts and derivatives thereof, and upon request shall certify in writing that it has done so.

9.2 The Receiving Party is not required to return or destroy Confidential Information to the extent that: (a) retention is required by applicable law, regulation or bona fide internal record-keeping or compliance policy; or (b) it is contained in routine electronic back-up or archival systems that are not readily accessible, provided that in each case such retained Confidential Information remains subject to the confidentiality and non-use obligations of this Agreement for so long as it is retained.

10.1 The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone would not be an adequate remedy.

10.2 Accordingly, in addition to any other rights and remedies available to it at law or in equity, the Disclosing Party is entitled to seek injunctive relief, specific performance or other equitable remedy in respect of any actual or threatened breach of this Agreement, without the requirement to post any bond or other security where permitted by applicable law.

10.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise available.

11.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the laws of the Republic of Bulgaria.

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

11.3 Each Party acknowledges that any processing of personal data under or in connection with this Agreement shall be carried out in accordance with Regulation (EU) 2016/679 (the General Data Protection Regulation) and applicable Bulgarian data protection law.

12.1 Any notice or other communication given under or in connection with this Agreement must be in writing and delivered by hand, sent by courier or internationally recognised delivery service, or sent by electronic mail to the address or email address of the relevant Party set out below or as otherwise notified in writing from time to time.

12.2 A notice is deemed to have been received: if delivered by hand or courier, at the time of delivery; if sent by electronic mail, at the time of transmission, provided that no delivery-failure notification is received and that if transmission occurs outside normal business hours it is deemed received at the start of the next business day.

12.3 Notices to ALDOCHEM: [ALDOCHEM CONTACT NAME], [ALDOCHEM NOTICE ADDRESS], email: [ALDOCHEM EMAIL]. Notices to [COUNTERPARTY SHORT NAME]: [COUNTERPARTY CONTACT NAME], [COUNTERPARTY NOTICE ADDRESS], email: [COUNTERPARTY EMAIL].

13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes all prior agreements, understandings, representations and negotiations, whether written or oral, relating to that subject matter.

13.2 Variation. No variation of this Agreement is effective unless made in writing and signed by or on behalf of each Party.

13.3 No Waiver. No failure or delay by a Party in exercising any right or remedy under this Agreement constitutes a waiver of that or any other right or remedy, and no single or partial exercise of any right or remedy precludes any further exercise of it.

13.4 Severance. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and the remaining provisions shall continue in full force and effect.

13.5 Assignment. Neither Party may assign, transfer or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party.

13.6 No Third-Party Rights. This Agreement does not confer any rights on any person who is not a Party to it.

13.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes an original, and all of which together constitute one and the same instrument. Delivery of an executed counterpart by electronic means (including a signed scanned copy or a qualified or advanced electronic signature) is as effective as delivery of an originally executed counterpart.

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 must be reviewed and adapted by qualified legal counsel before use. It does not constitute legal advice and does not create a lawyer-client relationship. Bracketed placeholders must be completed and the terms confirmed as appropriate to the specific transaction and applicable law.

References to research use only (RUO) and to GMP-aligned manufacturing describe operational framing only. Nothing in this template should be read as a representation that any product or facility is GMP-certified or approved for human or veterinary use.