This Partner, Reseller and Distribution Agreement (this "Agreement") is entered into on [DATE] (the "Effective Date") by and between:

(1) ALDOCHEM EOOD, a single-member limited liability company (eednolichno druzhestvo s ogranichena otgovornost) incorporated under the laws of the Republic of Bulgaria, having its registered office at [REGISTERED ADDRESS], Burgas, Bulgaria, registered in the Commercial Register under UIC [UIC NUMBER] (the "Supplier"); and

(2) [COUNTERPARTY NAME], a [ENTITY TYPE] incorporated under the laws of [JURISDICTION], having its registered office at [COUNTERPARTY ADDRESS], registered under number [REGISTRATION NUMBER] (the "Partner").

The Supplier and the Partner are referred to individually as a "Party" and collectively as the "Parties".

WHEREAS, the Supplier is a European contract development and manufacturing and sourcing platform that markets synthetic peptide products supplied strictly for research use only, together with accompanying documentation including a Certificate of Analysis for each batch;

WHEREAS, the Partner is engaged in the business of marketing and distribution and wishes to promote and resell the Supplier's products to eligible customers within a defined territory;

WHEREAS, the Supplier is willing to appoint the Partner on the terms and conditions set out in this Agreement; and

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 requires otherwise, the following definitions apply:

1.2 "Certificate of Analysis" or "CoA" means the batch-specific document issued by or on behalf of the Supplier setting out the analytical characteristics and specification results for a given batch of the Products.

1.3 "Confidential Information" has the meaning given in the Confidentiality clause below.

1.4 "Customer" means a third party to whom the Partner markets or resells the Products, being a bona fide research, laboratory, academic, institutional or commercial entity that acquires the Products for research use only and not for any Prohibited Use.

1.5 "Intellectual Property Rights" means patents, utility models, rights in inventions, trade marks, service marks, trade and business names, domain names, rights in get-up, goodwill, rights in designs, copyright and related rights, database rights, know-how and trade secrets, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for such rights.

1.6 "Products" means the research-use-only peptide products of the Supplier listed or described in Schedule 1, as such schedule may be amended by the Supplier from time to time on notice to the Partner.

1.7 "Prohibited Use" means any use of the Products in or as a human or veterinary drug, food, cosmetic, medical device or other product intended for administration to, or consumption or application by, humans or animals, and any clinical, diagnostic, therapeutic or in-vivo use in humans or animals.

1.8 "Research Use Only" or "RUO" means use of the Products solely for laboratory research, analytical, quality-control and development purposes, and expressly not for any Prohibited Use.

1.9 "Territory" means [TERRITORY].

1.10 Clause and Schedule headings do not affect interpretation. A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time. Words in the singular include the plural and vice versa. The words "including", "include" and "in particular" are illustrative and do not limit the generality of the words preceding them. The Schedules form part of this Agreement and have effect as if set out in full in the body of this Agreement.

2.1 The Supplier appoints the Partner, and the Partner accepts appointment, as a non-exclusive partner and reseller of the Products in the Territory during the Term, subject to and in accordance with the terms of this Agreement.

2.2 The appointment is non-exclusive. The Supplier reserves the right to market, promote, sell and distribute the Products, whether directly or through other partners, resellers, distributors or agents, to any person within or outside the Territory, and to appoint any number of other partners in the Territory.

2.3 The Partner acts as an independent contractor buying and reselling the Products in its own name and for its own account. Nothing in this Agreement creates any partnership, joint venture, agency, employment or fiduciary relationship between the Parties, and neither Party may bind the other or incur any obligation or liability on the other's behalf.

2.4 The Partner shall not, without the Supplier's prior written consent, appoint any sub-distributor, sub-agent or sub-reseller in respect of the Products, and shall remain fully responsible for the acts and omissions of any permitted appointee.

2.5 The Partner shall not actively solicit or promote sales of the Products outside the Territory and shall refer any enquiry originating from outside the Territory to the Supplier.

3.1 The Partner shall use commercially reasonable efforts to promote, market and increase resales of the Products within the Territory, and shall conduct its business in a professional manner that reflects favourably on the Products and the reputation of the Supplier.

3.2 The Partner shall market and resell the Products strictly as Research Use Only and shall not make, and shall ensure that its personnel do not make, any representation, warranty, claim or statement concerning the Products that is inconsistent with the Product documentation, the Certificate of Analysis, or the RUO status of the Products.

3.3 The Partner shall not, and shall procure that its Customers do not, use, offer, market or supply the Products for any Prohibited Use, and shall include a clear research-use-only restriction and a statement that the Products are not for human or veterinary use in its own terms of sale to Customers.

3.4 The Partner shall not remove, alter, obscure, tamper with or re-label any packaging, labelling, batch identifiers, safety information or documentation supplied with the Products, and shall not repackage, dilute, reformulate, combine or otherwise modify the Products, except with the Supplier's prior written consent.

3.5 The Partner shall comply with all applicable laws and regulations in the performance of this Agreement, shall obtain and maintain at its own cost all licences, permits, registrations and consents required for the import, marketing and resale of the Products in the Territory, and shall be responsible for any import clearance, customs formalities and applicable duties and taxes in the Territory.

3.6 The Partner shall carry out reasonable due diligence on prospective Customers, and shall not supply any Product to any person where the Partner knows or reasonably suspects that the Product is intended for a Prohibited Use or for onward supply in breach of this Agreement.

3.7 The Partner shall promptly pass to the Supplier any complaint, quality query, adverse event notification or regulatory communication it receives in relation to the Products, and shall reasonably cooperate with the Supplier in relation to any product recall, withdrawal or corrective action.

3.8 The Partner shall keep accurate records relating to its resale and onward distribution of the Products sufficient to enable traceability by batch, and shall make such records available to the Supplier on reasonable request to the extent permitted by applicable law.

3.9 The Partner shall not, directly or indirectly, offer, give, request or accept any bribe, unlawful inducement or improper payment, and shall comply with all applicable anti-bribery, anti-corruption, sanctions and export-control laws in connection with this Agreement.

4.1 The Supplier shall supply the Products ordered by the Partner and accepted by the Supplier in accordance with this Agreement, and shall use reasonable efforts to meet agreed delivery timescales, which are estimates only and not of the essence.

4.2 The Supplier shall provide with each batch of the Products a Certificate of Analysis and such other product documentation as it customarily makes available, including safety data information where applicable.

4.3 The Supplier shall manufacture, or procure the manufacture of, the Products in accordance with its quality management system. The Supplier's manufacturing is undertaken at a GMP-aligned facility operating a quality management system consistent with ISO 9001 principles; for the avoidance of doubt, the Products are supplied for research use only and neither the Products nor the manufacturing facility are represented as being GMP-certified, and no representation of GMP certification is made.

4.4 The Supplier shall make available to the Partner reasonable technical and product information necessary to enable the Partner to promote and resell the Products, subject to the confidentiality provisions of this Agreement.

4.5 The Supplier shall notify the Partner within a reasonable period of any material change to the specification, availability or documentation of the Products.

4.6 The Supplier does not warrant continuous availability of any Product and may add, modify or discontinue any Product on reasonable notice to the Partner.

5.1 Pricing for the Products is quotation-based. The Supplier shall provide written quotations on request, specifying the applicable Products, quantities, prices, currency, delivery terms and validity period. Prices are exclusive of value added tax and any other applicable taxes, duties and shipping charges, which shall be borne by the Partner unless otherwise stated.

5.2 Each order shall be submitted by the Partner in writing and shall reference the applicable quotation. No order is binding on the Supplier until the Supplier has issued a written acceptance or order confirmation, and the Supplier may decline any order at its discretion, including where supply would be inconsistent with applicable law, sanctions or the RUO status of the Products.

5.3 Delivery terms shall be as stated in the Supplier's order confirmation and, where an Incoterm is specified, shall be interpreted in accordance with the Incoterms edition identified therein. Risk in and, where applicable, title to the Products shall pass in accordance with the agreed delivery terms and clause 8 (Intellectual Property) as regards Intellectual Property Rights.

5.4 Quoted prices are valid only for the period stated in the relevant quotation and, absent an accepted order within that period, the Supplier may revise prices for future orders on written notice.

5.5 The Partner is free to determine its own resale prices to Customers. Any recommended resale price communicated by the Supplier is indicative only and not binding on the Partner.

6.1 The Partner shall pay each invoice in full and in cleared funds within [PAYMENT PERIOD] of the date of invoice, or on such other terms as are stated in the Supplier's order confirmation, in the currency specified in the invoice, without set-off, deduction or counterclaim except as required by law.

6.2 The Supplier may require payment in advance, a deposit, or acceptable security in respect of any order, in particular for a first order or where the Partner's creditworthiness is not established.

6.3 Where any sum is not paid when due, the Supplier may charge interest on the overdue amount at the statutory rate applicable under Bulgarian law from the due date until payment, and may suspend further deliveries and withhold documentation until all overdue amounts are paid.

6.4 All amounts payable are exclusive of taxes. Where the Partner is required by law to withhold or deduct any tax from a payment, it shall pay such additional amount as ensures the Supplier receives the sum it would have received had no such withholding or deduction been required, save to the extent a reduced rate or exemption applies under an applicable double-taxation treaty.

7.1 The Supplier grants to the Partner, for the Term and within the Territory, a non-exclusive, non-transferable, revocable licence to use the Supplier's trade marks, trade names and logos (the "Marks") solely to the extent necessary to promote and resell the Products in accordance with this Agreement.

7.2 The Partner shall use the Marks only in the form and manner approved by the Supplier, shall comply with any branding or usage guidelines provided by the Supplier, and shall not use the Marks in any way that could dilute, tarnish or damage the goodwill or reputation associated with them.

7.3 The Partner acknowledges that the Marks and all associated goodwill are and shall remain the exclusive property of the Supplier. All use of the Marks by the Partner enures to the benefit of the Supplier. The Partner shall not register or seek to register any Mark, or any confusingly similar sign or domain name, in any territory.

7.4 The Partner shall not present itself as the manufacturer or originator of the Products and shall clearly identify the Supplier as the source of the Products in accordance with the Supplier's reasonable instructions.

7.5 The licence granted under this clause terminates automatically on expiry or termination of this Agreement, whereupon the Partner shall immediately cease all use of the Marks, subject to the limited disposal rights in clause 12.

8.1 All Intellectual Property Rights in and to the Products, their specifications, formulations, processes, documentation, the Certificate of Analysis, and all technical and marketing materials supplied by the Supplier, are and shall remain the exclusive property of the Supplier or its licensors.

8.2 Except for the limited licence expressly granted in clause 7, nothing in this Agreement transfers or grants to the Partner any right, title or interest in any Intellectual Property Rights of the Supplier, whether by implication, estoppel or otherwise.

8.3 The Partner shall promptly notify the Supplier of any actual, threatened or suspected infringement of the Supplier's Intellectual Property Rights, or of any claim that the Products infringe the rights of a third party, of which it becomes aware, and shall provide reasonable assistance to the Supplier in relation to any resulting proceedings, at the Supplier's cost.

8.4 The Partner shall not reverse engineer, decompile, analyse for the purpose of replication, or attempt to derive the composition or method of manufacture of any Product, except to the extent such restriction is prohibited by applicable law.

9.1 The Partner acknowledges and agrees that the Products are supplied for Research Use Only and are not authorised, and shall not be represented, marketed, supplied or used, for any Prohibited Use.

9.2 The Partner shall ensure that all marketing materials, product listings, sales documentation and Customer-facing communications relating to the Products carry a clear and prominent research-use-only statement and a statement that the Products are not for human or veterinary use, consumption or administration.

9.3 The Partner shall comply with all applicable regulatory requirements in the Territory relating to the import, handling, storage, marketing, labelling, resale and onward distribution of the Products, including, where and to the extent applicable, obligations under Regulation (EC) No 1907/2006 (REACH), Regulation (EC) No 1272/2008 (CLP) and any equivalent or successor legislation, together with all applicable chemical, safety, environmental, export-control and sanctions requirements.

9.4 The Partner is responsible for determining and satisfying any registration, notification, classification, labelling or authorisation obligations that apply to the Products in the Territory as a result of the Partner's activities, and the Supplier makes no representation that any Product is registered or authorised for sale in the Territory.

9.5 The Partner shall not export, re-export or supply any Product to any person, destination or end-use that is prohibited or restricted under applicable export-control or sanctions laws, and shall obtain any required licences or authorisations before doing so.

9.6 The Partner shall indemnify the Supplier in accordance with clause 15 in respect of any breach of this clause 9.

10.1 Each Party (the "Receiving Party") shall keep confidential all non-public information disclosed to it by or on behalf of the other Party (the "Disclosing Party") that is marked or identified as confidential or that would reasonably be understood to be confidential given its nature or the circumstances of disclosure, including pricing, specifications, formulations, know-how, customer information and business plans ("Confidential Information").

10.2 The Receiving Party shall use the Confidential Information solely for the purpose of performing this Agreement, shall not disclose it to any third party except to its personnel and professional advisers who need to know it and are bound by equivalent confidentiality obligations, and shall protect it using no less than a reasonable degree of care.

10.3 The obligations in this clause do not apply to information that is or becomes public other than through breach of this Agreement, was lawfully known to the Receiving Party free of any confidentiality obligation before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

10.4 A Party may disclose Confidential Information to the extent required by law, regulation or a competent authority or court, provided that, where lawful and practicable, it gives the Disclosing Party prior notice and reasonable assistance to seek protective measures.

10.5 The confidentiality obligations in this clause survive expiry or termination of this Agreement for a period of [CONFIDENTIALITY PERIOD]. Where the Parties have entered into a separate non-disclosure agreement, that agreement shall continue to apply and, in the event of conflict with this clause, the provision affording greater protection to the Disclosing Party shall prevail.

11.1 The Supplier warrants that, at the time of delivery, the Products shall conform in all material respects to the specification set out in the applicable Certificate of Analysis for the relevant batch.

11.2 The Partner's sole and exclusive remedy for any Product that does not conform to the warranty in clause 11.1 is, at the Supplier's option and subject to timely written notice of the non-conformity and return of the affected Product where requested, replacement of the non-conforming Product or a credit or refund of the price paid for it.

11.3 Except as expressly set out in clause 11.1, and to the fullest extent permitted by applicable law, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise, including any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement, are excluded. The Products are supplied for Research Use Only and the Supplier gives no warranty that the Products are fit for, or may be used for, any Prohibited Use.

11.4 The warranty in clause 11.1 does not apply where a defect arises from improper handling, storage, use, re-labelling, repackaging, modification, dilution or combination of the Product after delivery, or from failure to comply with the Product documentation.

11.5 Each Party warrants that it has full authority to enter into and perform this Agreement and that doing so does not conflict with any other obligation binding on it.

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 other liability that cannot lawfully be excluded or limited.

12.2 Subject to clause 12.1, neither Party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss, in each case arising under or in connection with this Agreement.

12.3 Subject to clause 12.1, the total aggregate liability of the Supplier arising under or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the total amounts paid by the Partner to the Supplier for the Products under this Agreement in the [LIABILITY CAP PERIOD] immediately preceding the event giving rise to the claim.

12.4 The Partner acknowledges that the price of the Products reflects the allocation of risk in this Agreement and that the limitations and exclusions in this clause are reasonable in the circumstances.

12.5 The Supplier shall have no liability in respect of any loss, claim or damage arising from any use of the Products for a Prohibited Use or otherwise in breach of the RUO restrictions or applicable law.

13.1 The Partner shall indemnify and hold harmless the Supplier and its officers, employees and agents against all liabilities, losses, damages, costs and expenses (including reasonable legal fees) suffered or incurred by the Supplier arising out of or in connection with (a) any Prohibited Use, re-labelling, repackaging, modification or misrepresentation of the Products by the Partner or its Customers; (b) any breach by the Partner of clause 3, clause 7, clause 9 or applicable law; and (c) any claim by a Customer or third party arising from the Partner's acts or omissions, statements, or terms of sale.

13.2 The indemnified Party shall give the indemnifying Party prompt written notice of any claim, shall not admit liability or settle any claim without the indemnifying Party's prior written consent (not to be unreasonably withheld), and shall provide reasonable cooperation, at the indemnifying Party's cost, in the defence of the claim.

13.3 The indemnifying Party shall be entitled to assume conduct of the defence and settlement of any indemnified claim, provided that any settlement does not impose any non-indemnified liability or admission on the indemnified Party without its consent.

14.1 This Agreement takes effect on the Effective Date and, unless terminated earlier in accordance with its terms, continues for an initial term of [TERM] (the "Initial Term"), after which it shall 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 term (together, the "Term").

14.2 Either Party may terminate this Agreement for convenience at any time by giving the other Party not less than [NOTICE PERIOD] prior written notice.

14.3 Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within [CURE PERIOD] of written notice requiring it to do so.

14.4 Either Party may terminate this Agreement immediately by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation, administration or any analogous process, or ceases or threatens to cease to carry on all or a substantial part of its business.

14.5 The Supplier may terminate this Agreement immediately by written notice if the Partner uses or supplies, or permits the use or supply of, any Product for a Prohibited Use, breaches clause 9 (Research Use Only and Regulatory Compliance), or undergoes a change of control that the Supplier reasonably considers prejudicial to its interests.

15.1 Termination or expiry of this Agreement does not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any prior breach.

15.2 On termination or expiry, all licences granted under this Agreement, including the licence to use the Marks under clause 7, terminate immediately, and the Partner shall cease to hold itself out as a partner or reseller of the Supplier.

15.3 Each Party shall, at the other's request, return or destroy (and certify destruction of) the other Party's Confidential Information in its possession or control, save for one copy that may be retained for legal or regulatory record-keeping purposes or that is retained on routine backup systems, in each case subject to continuing confidentiality obligations.

15.4 The Supplier shall fulfil, or may at its option cancel, any accepted orders outstanding at the date of termination. Any Products already delivered remain payable in accordance with clause 6.

15.5 The Partner may, for a period of [SELL-OFF PERIOD] following termination (other than termination for the Partner's breach of clause 9 or for a Prohibited Use), sell off its remaining stock of Products lawfully held at the date of termination, subject to continued compliance with clauses 3, 7 and 9.

15.6 Clauses which by their nature are intended to survive termination, including clauses 8 (Intellectual Property), 10 (Confidentiality), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnity), 15 (Effect of Termination) and 16 (General), shall survive termination or expiry of this Agreement.

16.1 Notices. Any notice under this Agreement shall be in writing and sent to the address of the relevant Party stated in this Agreement (or such other address notified in writing) by hand, by internationally recognised courier, or by email to the address designated for notices, and shall be deemed received on delivery or, in the case of email, on confirmation of successful transmission during business hours in the recipient's location.

16.2 Assignment. The Partner may not assign, transfer, charge or otherwise deal with any of its rights or obligations under this Agreement without the Supplier's prior written consent. The Supplier may assign or transfer this Agreement to an affiliate or to a successor in connection with a reorganisation, merger or sale of the relevant business.

16.3 Entire Agreement. This Agreement, together with its Schedules and any document expressly referred to in it, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, understandings and representations, whether written or oral. Each Party acknowledges that it has not relied on any statement or representation not expressly set out in this Agreement.

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

16.5 Waiver. No failure or delay by a Party to exercise any right or remedy is a waiver of that or any other right or remedy, and no single or partial exercise precludes any further exercise.

16.6 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, and if such modification is not possible, the relevant provision shall be deemed deleted, without affecting the validity of the remaining provisions.

16.7 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by an event beyond its reasonable control, provided it notifies the other Party and uses reasonable efforts to mitigate the effect of the event.

16.8 Data Protection. Each Party shall comply with its obligations under Regulation (EU) 2016/679 (the General Data Protection Regulation) and applicable Bulgarian data-protection legislation in respect of any personal data processed in connection with this Agreement.

16.9 No Third-Party Rights. This Agreement does not confer any rights on any person who is not a Party to it, save that the persons indemnified under clause 13 may benefit from that clause.

16.10 Counterparts. 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 and the same agreement. Signatures transmitted electronically shall be treated as originals.

16.11 Governing Law. This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and construed in accordance with the laws of the Republic of Bulgaria.

16.12 Jurisdiction. The Parties 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 or its subject matter.

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

For and on behalf of ALDOCHEM EOOD:

Signature: ______________________________

Name: [SIGNATORY NAME]

Title: [SIGNATORY TITLE]

Date: [DATE]

For and on behalf of [COUNTERPARTY NAME]:

Signature: ______________________________

Name: [SIGNATORY NAME]

Title: [SIGNATORY 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, taking into account the specific circumstances of the parties and the requirements of applicable law. No solicitor-client or other professional relationship is created by the use of this template.