Paridity Evaluation Agreement

Attorney Review Draft - not contractually binding until executed.

This Evaluation Agreement (this "Agreement") is entered into as of ______________________ (the "Effective Date") by and between Evil Genius MindWorks LLC, a Massachusetts limited liability company ("EGMW"), and ______________________, a ______________________ ("Customer").

1. Purpose and evaluation period

Customer wishes to evaluate the Paridity platform ("Paridity") to determine whether it meets Customer's requirements (the "Evaluation").

The Evaluation period is the full-feature period and the proof-only period together. During the full-feature period Customer has the full Paridity capability set. During the proof-only period reconciliations continue to run and report their pass or fail outcome, but field-level differences are withheld. From the Evaluation end date Paridity is non-operational as described in §8.

The active-mapping scope is enforced by the platform; the mappings-run-per-month figure is metered and reported but does not stop a reconciliation.

The Evaluation period may be extended once by written agreement (email between the named contacts below suffices) for up to a further thirty (30) days.

Scope and success criteria are set out in the Paridity Proof-of-Value Success Plan completed by the parties at kickoff, attached as Exhibit 1. That document governs what is being evaluated and how the outcome is scored. This Agreement governs the legal terms under which the Evaluation runs.

2. Evaluation licence

Subject to this Agreement, EGMW grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use Paridity within Customer's own infrastructure, solely for the Evaluation, during the Evaluation period, and thereafter to retain it in the non-operational state and for the period described in §8.

2.1 Restrictions

Customer shall not:

(a) use Paridity for production purposes, or rely on its output for any regulatory, financial-reporting, audit, or other operational control during the Evaluation;

(b) use Paridity for the benefit of any third party, or permit access by any person other than Customer's employees and contractors participating in the Evaluation;

(c) copy, modify, reverse engineer, decompile, or disassemble Paridity, except to the extent that restriction is prohibited by applicable law;

(d) remove or alter any proprietary notice; or

(e) publish or disclose any benchmark, performance, or comparative result concerning Paridity without EGMW's prior written consent.

2.2 No production reliance

Paridity output produced during the Evaluation is for assessment only. Customer shall not treat it as evidence of control effectiveness for any external reporting purpose during the Evaluation period.

2.3 Revocation

EGMW may revoke the evaluation licence at any time on written notice, without liability.

2.4 Provisioning follows signature

There is no self-service signup for Paridity. EGMW provisions the trial tenant after this Agreement has been executed by both parties, and the Evaluation start date is the date of that provisioning. EGMW provisions one trial tenant under this Agreement; the platform does not permit a second trial for the same tenant.

3. Deployment, responsibilities, and configurations

3.1 Customer-hosted

Paridity is deployed within Customer-controlled infrastructure. Customer is responsible for that infrastructure, for the credentials used to reach its own source and target systems, and for network and access controls.

3.2 EGMW assistance

EGMW shall provide commercially reasonable assistance during the Evaluation, which may include installation guidance, configuration review, and joint working sessions. Such assistance is provided on a best-effort basis and does not constitute Professional Services or Support Services.

3.3 Configurations

Customer retains ownership of the mappings, business rules, and configurations it creates during the Evaluation. All rights in Paridity, and in any templates, accelerators, frameworks, validation methodologies, or configuration approaches supplied by EGMW, remain exclusively with EGMW.

4. Confidentiality

☐ The parties have executed a Mutual Non-Disclosure Agreement dated ______________________, which governs all information exchanged in connection with the Evaluation and is incorporated into this Agreement by reference.

☐ No separate non-disclosure agreement is in place. In that case, each party shall protect the other's non-public information disclosed for the Evaluation using at least reasonable care, use it solely for the Evaluation, and not disclose it to third parties, for a period of five (5) years from disclosure.

Evaluation results, including any defects or discrepancies Paridity identifies in Customer's environment, are Customer's Confidential Information.

5. Evaluation data

5.1 EGMW does not receive Customer data by operating the platform

Paridity runs entirely within Customer's infrastructure. Reconciliation reads Customer's source and target systems directly, and evidence is written to Customer's own store. EGMW neither hosts nor receives Customer's data in the ordinary operation of the platform.

5.2 EGMW personnel may observe evidence in joint sessions

Where EGMW personnel participate in screen-sharing or joint working sessions, they may observe field-level comparison output, which may contain Customer's actual data values.

Customer should configure Paridity's field-level controls before such sessions where the data warrants it. Paridity provides per-field masking of displayed values and per-field suppression of stored raw comparison values; suppression resolves as an AND across the tenant, mapping, and field settings, so any one of them set to false suppresses storage. These are field-level controls - Customer identifies the fields to protect.

Any Customer data observed by EGMW personnel is Customer's Confidential Information and is subject to §4. EGMW shall not retain, copy, or export it.

5.3 Personal and regulated data

Where the Evaluation involves personal data or regulated data, the parties shall agree in writing on the applicable data-protection terms before such data is processed. EGMW's standard Data Processing Addendum is available for that purpose.

6. No warranty

PARIDITY IS PROVIDED FOR THE EVALUATION "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

No service-level commitment, support commitment, uptime commitment, or response-time commitment applies during the Evaluation.

EGMW does not warrant that the Evaluation will achieve any particular result, and neither party is obligated to proceed to a commercial agreement.

7. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of the Evaluation.

EGMW's total aggregate liability arising out of or relating to this Agreement shall not exceed the Evaluation fee paid by Customer, if any.

Nothing in this section limits liability that cannot be limited by applicable law, or either party's obligations under §4 (Confidentiality).

8. End of the Evaluation

8.1 Non-operational state

From the Evaluation end date, or on earlier termination of this Agreement, unless the parties have executed a Master Subscription Agreement and an Order Form:

(a) the evaluation licence granted in §2 terminates, save for the retention permitted by paragraph (c);

(b) Paridity enters a non-operational state within Customer's environment: no reconciliation runs. Scheduled runs are not dispatched and manually requested runs are refused; no new mapping may be created or enabled, no schedule enabled, and no bulk import or auto-configuration applied. A reconciliation already in progress at that moment completes. Customer's ability to view its configuration and evidence is unaffected;

(c) Customer's evaluation configuration (its mappings, schedules, field configurations, and configuration versions) is retained in Customer's own environment, and Customer may keep Paridity installed in the non-operational state for up to three (3) months after the Evaluation end date (the "Conversion Window"), solely to permit conversion under §8.2. EGMW holds no copy of that configuration;

(d) Customer may delete Paridity and all associated data from its infrastructure at any time, and shall do so at the end of the Conversion Window if no conversion has occurred. On EGMW's written request, Customer shall confirm in writing that it has done so;

(e) evidence produced during the Evaluation remains Customer's, in Customer's own environment, and remains subject to the platform's normal evidence-retention settings as configured by Customer, which continue to apply in the non-operational state; and

(f) each party shall return or destroy the other's Confidential Information in accordance with §4.

8.2 Conversion

Where the parties execute a Master Subscription Agreement and an Order Form, whether during the Evaluation period or the Conversion Window, the trial tenant's mappings, schedules, and configuration carry over unchanged on assignment of the paid subscription, scheduled reconciliations resume at their next scheduled time, and runs not executed while Paridity was non-operational are not replayed. The Master Subscription Agreement and Order Form govern from their effective date, and this Agreement terminates except for §4 (Confidentiality), which survives as stated.

9. Termination

Either party may terminate this Agreement at any time on written notice. Sections 2.2, 3.3, 4, 5.2, 6, 7, 8, and 10 survive termination.

10. General

Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.

Venue. Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located within the Commonwealth of Massachusetts.

Relationship. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship. Neither party is obligated to enter into any further agreement.

Entire agreement. This Agreement, together with Exhibit 1 and any incorporated non-disclosure agreement, is the complete agreement between the parties concerning the Evaluation.

Amendment. Any amendment must be in writing and signed by both parties, except the extension permitted by §1.

Severability. If any provision is held unenforceable, the remainder continues in force.

Counterparts. This Agreement may be executed in counterparts, including by electronic signature.

Signatures

Exhibit 1 - Paridity Proof-of-Value Success Plan, completed by the parties at kickoff. See gtm/pov_success_plan_template.md.

Classification: Customer Confidential - © 2026 Evil Genius MindWorks LLC. All rights reserved. Attorney review draft; not binding until executed by both parties.