Lab Supply & Marketplace Agreement

Effective on the date of the Lab’s electronic acceptance

This Agreement governs participation by a certified laboratory (“Lab,” “you”) as an active pharmaceutical ingredient (“API”) supplier in the PEPTPlus API Marketplace operated by PEPTPlus LLC(“PEPTPlus”).

Effective date: the date of the Lab’s electronic acceptance recorded by PEPTPlus. Parties: PEPTPlus LLC, a Wyoming limited liability company, and the accepting Lab, whose legal name is as recorded in its PEPTPlus account.

1. Definitions

• API — an active pharmaceutical ingredient (and associated formulation/specification and supply rights) you make available through the Marketplace.
• Marketplace — the PEPTPlus API Marketplace, including listings, matching, licensing, and Stripe Connect billing/payouts.
• Participating Pharmacy — a compounding pharmacy that licenses an API through the Marketplace.
• Introduced Pharmacy — a pharmacy you were first connected to, or that first licensed your API, through PEPTPlus or the Marketplace.
• COA — Certificate of Analysis evidencing identity, purity, and quality of a specific API lot.
• Licensing Fee — the recurring monthly fee a Participating Pharmacy pays to license an API.
• Platform Fee — the facilitation fee PEPTPlus charges in connection with each license (see §5).

2. Listing & supply

2.1 You may list APIs you are lawfully able to supply. Each listing must accurately state the substance, specifications, eligibility basis, and price inputs, and must be kept current.

2.2 PEPTPlus presents your APIs to Participating Pharmacies, facilitates licensing, and administers billing and payouts via Stripe Connect. PEPTPlus does not take title to, manufacture, test, or dispense any API.

2.3 You will supply licensed APIs to Participating Pharmacies in accordance with the specifications, COA, and timelines stated in the listing and any order.

3. Certification, quality & regulatory (reps & warranties)

You represent, warrant, and covenant, on a continuing basis, that:

3.1 You operate in conformance with applicable cGMP and maintain all licenses, registrations, and (where applicable) FDA establishment registration required to manufacture and supply each API.

3.2 Each API lot is accompanied by a current, accurate COA; you retain records and make them available to PEPTPlus and to Participating Pharmacies.

3.3 You supply only substances eligible for the intended compounding use (e.g., USP/NF monograph, component of an FDA-approved drug, or on the applicable FDA 503A/503B bulk substances list). You will not list or supply a substance that is not eligible.

3.4 You promptly notify PEPTPlus of any recall, quality deviation, regulatory action, import alert, registration change, or supply interruption affecting a listed API.

3.5 APIs are not adulterated or misbranded and are supplied in compliance with applicable law.

4. Non-circumvention (lab side)

4.1 During the Term and for two (2) years afterward (the “Restricted Period”), you agree not to circumvent PEPTPlus by supplying, licensing, or contracting — directly or indirectly — for any API with any Introduced Pharmacy outside of the PEPTPlus platform.

4.2 This mirrors the obligation Participating Pharmacies accept and applies on a per-Introduced-Pharmacy and per-API basis, including through affiliates, agents, or successors.

4.3 Carve-out. This Section does not restrict a documented, pre-existing supply relationship that existed in writing before the pharmacy was Introduced through PEPTPlus. The burden is on the Lab to evidence any pre-existing relationship.

4.4 Acknowledgement & blue-pencil. You acknowledge the Marketplace’s value is the curated introductions and demand PEPTPlus provides. The Restricted Period and scope are intended to be the minimum reasonably necessary; if a court finds any part overbroad, the parties intend it be reduced to the maximum enforceable extent rather than voided.

5. Fees, billing & payouts

5.1 Participating Pharmacies pay the Licensing Fee monthly via Stripe Connect. PEPTPlus collects the Platform Fee disclosed to you at the point of listing and licensing, and remits the balance to you.

5.2 Payouts are made to your connected Stripe account on PEPTPlus’s standard payout schedule. You are responsible for your own KYC/identity verification, banking details, taxes, and any refunds/chargebacks attributable to your supply.

5.3 You set or approve the Licensing Fee for each API as described in the listing flow. Fees are disclosed to pharmacies at the point of licensing.

6. Intellectual property

6.1 You grant PEPTPlus a non-exclusive, royalty-free license to display your name, marks, listing content, and non-confidential specifications for the purpose of operating and marketing the Marketplace.

6.2 As between the parties, you retain ownership of your formulations, processes, and proprietary specifications; PEPTPlus retains ownership of the Platform.

7. Confidentiality

Each party will protect the other’s confidential information (including pharmacy/lab identities, pricing, and volumes) and use it only to perform under this Agreement, subject to standard exceptions and any legal disclosure requirement.

8. Insurance, indemnification & liability

8.1 You will maintain commercially reasonable insurance, including product liability coverage, in amounts not less than $1,000,000 per occurrence and $3,000,000 in the aggregate, and name PEPTPlus as additional insured where customary.

8.2 You will indemnify PEPTPlus and Participating Pharmacies against claims arising from your APIs, your breach of §3 (quality/regulatory), or your negligence/willful misconduct.

8.3 Liability is limited to the total fees PEPTPlus earned in connection with this Agreement in the twelve (12) months preceding the event giving rise to the claim; nothing limits liability for indemnified product-quality claims, fraud, or gross negligence to the extent unenforceable by law.

9. No PHI / no BAA

Labs do not receive Protected Health Information through the Marketplace and therefore do not sign a Business Associate Agreement. If circumstances ever cause a Lab to handle PHI, the parties will execute a separate BAA before any such exchange.

10. Term & termination

10.1 This Agreement begins on the Effective Date and continues until terminated.

10.2 Either party may terminate for convenience on 30 days’ notice, or for cause on uncured material breach.

10.3 On termination: listings are withdrawn; in-flight licenses are wound down over a sixty (60) day period; and the non-circumvention obligation in §4 survives for the Restricted Period. Quality, confidentiality, indemnification, and payment obligations survive as applicable.

11. Miscellaneous

Governing law: State of Arizona. Dispute resolution: binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Maricopa County, Arizona; injunctive relief may be sought in the state and federal courts located in Maricopa County, Arizona. Independent contractors; no agency or partnership. Entire agreement (with any order forms/listing terms). No assignment without consent. Amendments effective on notice. No third-party beneficiaries except indemnified parties. Severability with blue-pencil per §4.4.

Acceptance

Accepted electronically by the Lab’s authorized representative. PEPTPlus records the accepting user, lab, and timestamp; the effective date is the acceptance date recorded by PEPTPlus. The counterparty is PEPTPlus LLC.

Related agreements

• Participating Pharmacies sign the API Marketplace Participation Agreement — the pharmacy side of the non-circumvention covenant.
• Parties that handle PHI sign the Business Associate Agreement. Labs that handle no PHI do not sign a BAA (see §9).

PEPTPlus · PEPTPlus LLC · 30 N Gould St STE N, Sheridan, WY 82801 · legal@pept.plus