EVALUATION SERVICE AGREEMENT

This agreement (the Agreement) is made and entered into by and between Client and Enhance Product Development, Inc. d/b/a Enhance Innovations (hereafter referred to as Enhance).

In consideration of the mutual covenants made herein, the parties agree as follows:

1. Services. Enhance agrees to prepare and deliver a written Product Licensing Evaluation report on the concept Client submits. The report is a business assessment of market context, competitive landscape, practical commercial flags, and licensing fit. Typical turnaround is fifteen (15) business days after Enhance has received both payment and a complete submission (description of the product, how it works, the problem it solves, the intended customer, and any drawings, photos, prototypes, or research Client chooses to provide).

The Services do not include: patent, trademark, or copyright legal advice; a patentability or infringement opinion; a prior-art search; design, CAD, renderings, or a marketing deck; licensing outreach; or representation of Client to third parties. Any invitation to design work or contingency representation, if offered, will be in a separate written agreement and is not part of this Agreement.

2. Confidentiality. Enhance acknowledges that they may be furnished or may otherwise receive or have access to information which relates to the Client’s past, present or future products, creative works, marketing strategies, pending projects and proposals, and other proprietary information (the Proprietary Information). Enhance agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, disclosed pursuant to this Agreement to Enhance. Enhance shall not disclose or disseminate the Proprietary Information to any third party other than permitted subcontractors and shall not use the Proprietary Information for the benefit of any third party. Enhance does not acquire ownership of Client’s concept or intellectual property by performing the Services.

Permitted subcontractors include Enhance personnel and independent contractors bound by confidentiality obligations at least as protective as this Section 2, and cloud research and writing tools that Enhance uses under a business or enterprise account whose provider contractually commits not to use Customer content to train generally available models (including a business-tier large language model). Client authorizes Enhance to input Proprietary Information into those tools solely to perform the Services. Enhance will not use a consumer chatbot account for Client submissions.

3. Compensation. Client agrees to pay Enhance the evaluation fee stated on the order page at the time of purchase (currently $799) for the Services. Payment is due before Enhance begins the work. If Client’s submission is incomplete, Enhance will request the missing information and the turnaround period will not start until a complete submission is received. Enhance is responsible for the payment of all federal, state and/or local taxes with respect to the services it performs for the Client as an independent contractor. The Client will not treat Enhance, or any of its employees, as an employee for any purpose.

4. Payment, Cancellation, and Credit. Unless otherwise specified in writing, invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month. If Client cancels in writing before Enhance has begun research, Enhance will refund the evaluation fee. Once research has begun, the fee is not refundable because the work has been performed. If Enhance does not invite the concept to a separate contingency representation agreement, Client may apply the evaluation fee in full toward an eligible Enhance design package purchased within twelve (12) months of the report date. That credit is not a cash refund. Client is not obligated to purchase any further services.

5. Force Majeure. Neither party shall be responsible for any delay or failure in delivery or performance of any of its duties hereunder due to acts of God, acts or omissions or any other occurrence commonly known as force majeure, including war, riots, acts of terrorism, embargoes, strikes, or other concerted acts of workers, casualties or accidents, or any other causes or circumstances that prevent or hinder performance. Such party may cancel or delay performance hereunder for so long as such performance is delayed by such occurrence and in such event the party shall have no liability to the other party.

6. Warranties. THE EVALUATION SERVICES AND REPORT ARE PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Enhance does not warrant that the concept can be patented, licensed, manufactured, or sold, or that any company will have interest in the concept.

7. Limitation of Liability. ENHANCE DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR LOST REVENUE OR PROFITS OR LOSS OF BUSINESS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ENHANCE WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. CLIENT AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF THE SERVICES, ENHANCE IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AMOUNT PAID FOR THE APPLICABLE SERVICES.

8. Disclaimers and No Legal Services. Enhance is a product design and licensing firm, not a law firm, and is not authorized to provide legal advice, consultation, or legal services. Comments in the report about competition, crowded categories, or intellectual-property risk are business observations only and are not a legal opinion on patentability, validity, or infringement. Client is responsible for obtaining independent patent counsel before public disclosure or filing. Enhance does not guarantee a license, royalties, or commercial success. Few independent inventions are licensed, and fewer still return more money than the inventor spent. A recommendation that the concept “does not proceed,” “needs further work,” or “may be invited” is Enhance’s business judgment only. An invitation, if any, is not a representation that a third party will license the product.

Enhance may use software tools, including a business-tier large language model, to assist with public-market research and to draft portions of the report. Those tools are not a substitute for Enhance’s review. Factual conclusions and the licensing recommendation in the delivered report are Enhance’s business judgment. Tool-assisted research is not a patent search, not a legal opinion, and not a guarantee of completeness or accuracy of third-party market data.

9. Indemnification. Client agrees to indemnify Enhance, its employees, agents, representatives and suppliers from and against any and all liability, claims, damages and other expenses (including attorneys’ fees, court costs and litigation expenses) arising out of or relating to any claim or action, regardless of form, concerning any breach of this Agreement by Client, any acts or omissions by Client relating to Client’s performance under this Agreement, and any claim of third parties arising out of this Agreement or the sale of services hereunder. Client represents that Client has the right to submit the concept and materials provided to Enhance. Client will also indemnify, defend and hold Enhance harmless from any claim that the concept or materials submitted by Client violate any patent or proprietary rights of a third party. It is the Client’s responsibility to pursue patent, copyright or other proprietary rights protection.

10. Choice of Law / Binding Arbitration. This Agreement and any sales hereunder shall be governed by the internal laws of the State of Minnesota. Any dispute which cannot be resolved by mutual agreement of the parties shall be settled by arbitration in accordance with the commercial rules then in effect of the American Arbitration Association. The place of arbitration shall be Minneapolis, Minnesota. All arbitrators shall be knowledgeable in matters related to the type of services provided hereunder. The arbitration decision and award shall be binding on the parties and judgment thereon may be entered in any court of competent jurisdiction.

11. Entire Agreement. This Agreement is the entire agreement for the Product Licensing Evaluation and supersedes prior discussions about the evaluation. It does not create an obligation for Enhance to design, represent, or license the concept. Any change must be in writing and signed or accepted electronically by both parties.