This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into on [DATE] (the "Effective Date").

BETWEEN: ALDOCHEM EOOD, a single-member limited liability company (eednolichno druzhestvo s ogranichena otgovornost) incorporated under the laws of the Republic of Bulgaria, with its registered office at [REGISTERED ADDRESS, BURGAS, BULGARIA], registered in the Bulgarian Commercial Register under Unified Identification Code (UIC/EIK) [UIC NUMBER] (the "Company"); and

[COUNTERPARTY NAME], [of/incorporated under the laws of] [ADDRESS / REGISTRATION DETAILS], acting in its/their capacity as [contractor / partner / key employee] of the Company (the "Covenantor").

The Company and the Covenantor are referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, the Company operates a European peptide contract development and manufacturing (CDMO) and sourcing business, including custom peptide synthesis, the supply of raw peptide powder and in-stock research-use-only formats, and fill-and-finish services, in each case supplied for research use only;

WHEREAS, the Covenantor has been or will be engaged by the Company under a separate [employment contract / services agreement / partnership arrangement] dated [DATE OF UNDERLYING AGREEMENT] (the "Underlying Engagement"), pursuant to which the Covenantor has or will have access to the Company's Confidential Information, customers, suppliers, manufacturing partners, and goodwill;

WHEREAS, the Company has a legitimate interest in protecting its Confidential Information, trade connections, customer and supplier relationships, workforce stability, and business goodwill from unfair exploitation;

WHEREAS, the Parties intend that the restrictions set out in this Agreement extend no further than is reasonably necessary to protect those legitimate interests and acknowledge that the enforceability of such restrictions is subject to mandatory provisions of Bulgarian and European Union law;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set out below, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

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

1.2 "Confidential Information" means all non-public information of the Company or its Group, in any form, concerning its business, operations, or affairs, including technical, scientific, and manufacturing information (such as synthesis routes, process parameters, analytical methods, specifications, and formulations), customer and supplier lists and terms, pricing, business plans, and know-how, together with any information designated as confidential under the Confidentiality Agreement.

1.3 "Confidentiality Agreement" means the confidentiality or non-disclosure provisions contained in the Underlying Engagement or in any separate confidentiality agreement between the Parties.

1.4 "Customer" means any person, firm, or entity that, at any time during the [12] months immediately preceding the Termination Date, was a customer of the Company or its Group and with whom or which the Covenantor had material dealings, or about whom or which the Covenantor acquired Confidential Information, in the course of the Underlying Engagement.

1.5 "Group" means the Company and any parent, subsidiary, or affiliated undertaking of the Company from time to time.

1.6 "Prospective Customer" means any person, firm, or entity with whom or which the Company or its Group was, at any time during the [6] months immediately preceding the Termination Date, in active negotiations or discussions with a view to that person becoming a Customer, and with whom or which the Covenantor had material dealings during that period.

1.7 "Restricted Business" means the business of peptide synthesis and peptide contract development and manufacturing (CDMO), including custom peptide synthesis, the supply of raw peptide powder and in-stock research-use-only formats, and fill-and-finish services, and any other business of the same or a substantially similar kind carried on by the Company or its Group at the Termination Date in which the Covenantor was materially involved during the [12] months immediately preceding the Termination Date.

1.8 "Restricted Period" means the period of [TERM, e.g. twelve (12) months] commencing on the Termination Date; provided that the Restricted Period shall be reduced by any period during which the Covenantor was prevented from working in the Restricted Business under any garden-leave or similar arrangement.

1.9 "Restricted Territory" means [TERRITORY, e.g. the Republic of Bulgaria and the member states of the European Union], being the territory in which the Company or its Group carried on the Restricted Business and in which the Covenantor was materially involved during the [12] months immediately preceding the Termination Date.

1.10 "Termination Date" means the date on which the Underlying Engagement terminates or expires for any reason, howsoever arising.

1.11 References to a statute or statutory provision include that statute or provision as amended, re-enacted, or replaced from time to time. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa.

2.1 The Covenantor covenants that, during the Restricted Period and within the Restricted Territory, the Covenantor shall not, whether directly or indirectly, and whether alone or jointly with, on behalf of, or as principal, agent, director, officer, partner, employee, consultant, or shareholder of any other person, be engaged, concerned, or interested in the Restricted Business in competition with the Company or its Group.

2.2 Nothing in Clause 2.1 shall prevent the Covenantor from holding, for investment purposes only, up to [three per cent (3%)] of any class of securities of a company that are listed or traded on a recognised securities market, provided that the Covenantor takes no active part in the management of that company.

2.3 The restriction in Clause 2.1 applies only to activities that are the same as, or substantially similar to, those in which the Covenantor was materially involved during the [12] months immediately preceding the Termination Date, and does not restrict the Covenantor from engaging in any business or activity that does not compete with the Restricted Business.

3.1 The Covenantor covenants that, during the Restricted Period, the Covenantor shall not, directly or indirectly, solicit or endeavour to entice away from the Company or its Group any Customer or Prospective Customer for the purpose of supplying goods or services that compete with the Restricted Business.

3.2 The restriction in Clause 3.1 applies only in respect of Customers and Prospective Customers with whom or which the Covenantor had material dealings, or about whom or which the Covenantor acquired Confidential Information, in the course of the Underlying Engagement.

4.1 The Covenantor covenants that, during the Restricted Period, the Covenantor shall not, directly or indirectly, deal with, accept business from, or supply goods or services that compete with the Restricted Business to any Customer or Prospective Customer, whether or not the Covenantor solicited that business.

4.2 The restriction in Clause 4.1 is limited to Customers and Prospective Customers with whom or which the Covenantor had material dealings, or about whom or which the Covenantor acquired Confidential Information, in the course of the Underlying Engagement.

5.1 The Covenantor covenants that, during the Restricted Period, the Covenantor shall not, directly or indirectly, solicit or endeavour to entice away from the employment or engagement of the Company or its Group any person who, at the Termination Date, was employed or engaged by the Company or its Group in a senior, managerial, technical, scientific, or client-facing capacity and with whom the Covenantor had material dealings during the [12] months immediately preceding the Termination Date.

5.2 The Covenantor shall not, during the Restricted Period, knowingly employ or engage, or facilitate the employment or engagement of, any person referred to in Clause 5.1 in any business that competes with the Restricted Business.

5.3 The placing of a bona fide recruitment advertisement not specifically targeted at the Company's personnel, and the consideration of any person responding to such an advertisement, shall not by itself constitute a breach of this Clause 5.

6.1 The Covenantor acknowledges that the covenants in this Agreement are given in consideration of the Covenantor's engagement or continued engagement under the Underlying Engagement, the remuneration and benefits payable thereunder, the Covenantor's access to Confidential Information and trade connections, and [the additional consideration of [AMOUNT / DESCRIPTION], the receipt of which is acknowledged].

6.2 The Parties acknowledge that, to the extent required by applicable Bulgarian law for the validity of any post-termination restriction, separate and adequate consideration has been or will be provided, and the Parties shall in good faith agree any further consideration reasonably necessary to render the restrictions enforceable.

7.1 The Covenantor acknowledges and agrees that each of the restrictions in Clauses 2 to 5 is reasonable in scope, duration, and geographic extent, and is no greater than is reasonably necessary to protect the Company's legitimate business interests, including its Confidential Information, trade connections, customer and supplier relationships, workforce stability, and goodwill.

7.2 The Covenantor has had the opportunity to take independent legal advice on the terms and effect of this Agreement before entering into it.

7.3 The Covenantor acknowledges that the enforceability of the restrictions is ultimately a matter for determination in accordance with mandatory provisions of Bulgarian and European Union law, and that a court or competent authority may decline to enforce, or may modify, any restriction it considers unreasonable.

8.1 The covenants in this Agreement are in addition to, and do not limit or supersede, the Covenantor's obligations under the Confidentiality Agreement, which shall continue in full force and effect in accordance with their terms.

8.2 Nothing in this Agreement releases the Covenantor from any duty of confidentiality or from any obligation relating to the Company's Confidential Information, trade secrets, or intellectual property arising under the Underlying Engagement, at law, or in equity.

9.1 Each restriction in this Agreement constitutes an entirely separate and independent covenant. If any restriction is held by a court or competent authority to be void or unenforceable, that determination shall not affect the validity or enforceability of the remaining restrictions.

9.2 The Parties intend that each restriction shall be enforceable to the fullest extent permitted by applicable law. If any restriction is held to be unenforceable but would be enforceable if part of its wording were deleted, reduced in scope, or otherwise modified (for example, by reducing the Restricted Period, the Restricted Territory, or the range of restricted activities), that restriction shall apply with such modification as is necessary to make it valid and enforceable, to the extent permitted by applicable law.

9.3 The Parties acknowledge that the extent to which a court may sever or modify a restriction is governed by applicable Bulgarian and European Union law.

10.1 The Covenantor acknowledges that damages alone may not be an adequate remedy for a breach or threatened breach of this Agreement, and that the Company shall be entitled to seek injunctive relief, specific performance, or other equitable remedy, in addition to any other remedy available at law, to the extent such remedies are available under applicable law.

10.2 The Company's rights and remedies under this Agreement are cumulative and without prejudice to any other rights or remedies available to it. No failure or delay by the Company in exercising any right or remedy shall operate as a waiver of that or any other right or remedy.

11.1 Any notice under this Agreement shall be in writing and delivered by hand, by prepaid registered or courier post, or by email to the address or email address of the relevant Party set out in this Agreement or as otherwise notified in writing from time to time.

11.2 A notice is deemed received: if delivered by hand, at the time of delivery; if sent by registered or courier post, on the [second] business day after posting (or the [fifth] business day if sent internationally); and if sent by email, at the time of transmission, provided no delivery-failure notification is received.

11.3 The Party sending a notice shall retain reasonable evidence of dispatch. This Clause does not apply to the service of documents in legal proceedings.

12.1 This Agreement, together with the Underlying Engagement and the Confidentiality Agreement, constitutes the entire agreement between the Parties in relation to its subject matter and supersedes any prior agreement or understanding on that subject matter.

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

12.3 The Covenantor may not assign, transfer, or otherwise deal with any of its rights or obligations under this Agreement. The Company may assign or transfer its rights and obligations to any member of its Group or to a successor in title to the relevant part of its business.

12.4 This Agreement may be executed in any number of counterparts, each of which when executed constitutes an original and all of which together constitute one instrument. Signatures transmitted electronically shall be treated as valid, to the extent permitted by applicable law.

12.5 Nothing in this Agreement is intended to confer any right on any person who is not a Party to it.

13.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of the Republic of Bulgaria.

13.2 The Parties irrevocably submit to the exclusive jurisdiction of the competent courts of Burgas, Bulgaria, to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter, subject to any mandatory rules of jurisdiction under Bulgarian or European Union law.

13.3 The processing of any personal data in connection with this Agreement shall be carried out in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Bulgarian data protection law.

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

SIGNED for and on behalf of ALDOCHEM EOOD:

Signature: ______________________________

Name: [NAME]

Title: [TITLE / AUTHORISED REPRESENTATIVE]

Date: [DATE]

SIGNED by / for and on behalf of the COVENANTOR:

Signature: ______________________________

Name: [COUNTERPARTY NAME]

Title / Capacity: [TITLE OR CAPACITY, IF APPLICABLE]

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 completed by qualified legal counsel before use.

The enforceability of non-competition and non-solicitation covenants is subject to mandatory provisions of Bulgarian and European Union law, and such restrictions may be limited, modified, or held unenforceable by a competent court or authority. The scope, duration, territory, and consideration should be assessed for reasonableness and legal validity in the specific circumstances before execution.

References to research-use-only (RUO) formats and GMP-aligned manufacturing describe the Company's business framing only. The Company does not represent that its products or facilities are GMP-certified, and nothing in this template should be read as making any such claim.