Connecticut Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc. This Sample Purchase Agreement ("Agreement") is made and entered into as of [DATE], between Organic hem Corporation, a registered corporation in Connecticut having its principal place of business at [ADDRESS], hereinafter referred to as "Seller," and Albany Molecular Research, Inc., a registered corporation in Connecticut with its principal place of business at [ADDRESS], hereinafter referred to as "Buyer." 1. OBJECTIVES: The purpose of this Agreement is to establish the terms and conditions for the sale and purchase of specified goods and/or services (the "Deliverables") between the Seller and Buyer. 2. DEFINITIONS: a. "Deliverables" refers to the goods and/or services being sold and purchased under this Agreement. b. "Purchase Price" refers to the agreed-upon price to be paid by the Buyer for the Deliverables. 3. TERMS OF AGREEMENT: a. Deliverables: The Seller agrees to sell and the Buyer agrees to purchase the Deliverables as specified in Exhibit A attached hereto. b. Purchase Price and Payment Terms: The Purchase Price for the Deliverables shall be as set forth in Exhibit A. Payment shall be made by the Buyer in accordance with the payment terms specified therein. c. Delivery: The Seller shall deliver the Deliverables to the Buyer at [DESIGNATED LOCATION] on or before [DELIVERY DATE]. Delivery terms and conditions shall be as specified in Exhibit A. d. Risk of Loss: The risk of loss or damage to the Deliverables shall pass from the Seller to the Buyer upon delivery. e. Title and Ownership: Title to the Deliverables shall transfer to the Buyer upon receipt of full payment of the Purchase Price. f. Inspection and Acceptance: The Buyer shall have [SPECIFIED TIME] from the delivery date to inspect and notify the Seller of any defects or non-conformities in the Deliverables. Failure to notify the Seller within the specified time frame shall constitute acceptance of the Deliverables. g. Term and Termination: This Agreement shall remain in effect until the completion of all obligations under Exhibit A or until terminated as per the terms provided. 4. CONFIDENTIALITY: Both parties agree to maintain the confidentiality of any proprietary information disclosed during the course of this Agreement, as outlined in a separate Non-Disclosure Agreement. 5. INDEMNIFICATION: Both parties agree to indemnify and hold each other harmless from any claims, liabilities, damages, losses, or expenses arising out of or related to the Deliverables, except for cases of willful misconduct or gross negligence. 6. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. 7. ENTIRE AGREEMENT: This Agreement, along with any attached exhibits and referenced agreements, constitutes the entire understanding between the parties and supersedes any prior agreements, representations, or understandings, whether written or oral. IN WITNESS WHEREOF, the parties hereto have executed this Connecticut Sample Purchase Agreement as of the date first above written. Organic hem Corporation: ______________________ [Signature] [Name] [Title] [Date] Albany Molecular Research, Inc.: ______________________ [Signature] [Name] [Title] [Date] Types of Connecticut Sample Purchase Agreement between Organic hem Corporation and Albany Molecular Research, Inc.: 1. Goods Purchase Agreement: This agreement focuses on the purchase and sale of tangible goods between the two companies. 2. Services Purchase Agreement: This type of agreement pertains to the purchase and sale of services provided by one party to the other. 3. Combined Goods and Services Purchase Agreement: This agreement encompasses the purchase and sale of both tangible goods and services, combining elements of the previous two types.