BUSINESS PARTNER SOURCING AGREEMENT

This Business Partner Sourcing Agreement ("Agrecment") is made andexecutedon 11th

By and between

Dunzo Digital Private Limited, a private limited company, incorporated under the
provisionsof Companies Act, 2013, havingitsregisteredoffice at SAIDEEPSRINIDHT' N0.
2,2nd Floor,NAL Wind Tunnel Road,Murugesh Palya,Bangalore, Karnataka-560017,India,
(hereinafter referred to as the "Company" or "Client", which expression, unless repugnant
to the context hereof, shall mean and include its successors and assigns) ofthe One Part; and

DK SERVICES, a company governed under the Companies Act, 1956/ 2013 and
having its Registered Office at 7-1-451/15, SR NAGAR, GREEN LANDS, Ameerpet,
Hyderabad, Hyderabad, Telangana, 500016, (hereinafter referred to as "Service
Provider" which expression, unless repugnant tothe contexthereof, shall mean and include
its successorsand assigns) of the Other Part.
The Company and the Service Provider may hereinafier individually be referred to as a
Party", and collectively, the "Parties", as the context may require.

WHEREAS the Company owns the mobile application, "Dunzo App" which connects
independent service providers ("Dunzo Partners") with Registered Users looking to
fulfil tasks/orders on behalf ofthe Registered User. ("Tasks/Orders");
WHEREAS the Service Provider is in the business of sourcing independent
contractors/service providers in order to market/promote the Dunzo App.

The Parties agree that the Service Provider shall source independent service providers to
enable Dunzo to consider registering independent service providers onto the Dunzo App in
order to fulfil tasks for the users ofthe Dunzo App (Registered Users") in accordance with
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND
MUTUAL COVENANTS SET FORTH HEREIN AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND sUFFICIENCY OF
WHICH ARE HErEBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE
AS FOLLOWS:

1. Engagement and Services

1.1. The Service Provider has approached the Company to assist as a Service Provider to
source Dunzo Partners who may perfom tasks for Registered Users on the Dunzo
App.
1.2. The Service Provideragreesandacknowledgesthat the Service Providershall source
Dunzo Partners purely on the basis of requirements ofDunzo.
1.3. The Service Provider agrees and acknowledges that the services shall be provided on
a principal to principal basis and that nothing in this Agreement creates no agency,
partnership. joint venture. employment or formal business organization ofany kind
and neither Party shall have the authority to bind the other. It is specifically clarified
that employees, agents, contractors of the Service Provider shall not become
employees. agents or contractors of the Company.
1.4. The Service Provider shall ensure that the Dunzo Partners sourced by them shall )
be 18 years or older, (i) be ofsound mind, and (ii) possess a valid driving license.
I.5. It is explicitly stated that the Dunzo Partners are not employees, contractors, agents
ofthe Company and that the Company has no control or supervision over the Service
Provider or the Dunzo Partners. The Service Provider explicitly agrees that the
Companyisanintermediarye-commerceplat form whichconnectsindependentthird
parties (the Dunzo Partners) to the Users, to directly and independently render
services to the Users.
1.6. The Service Providerandthe Dunzo Partnershall at theircomplete discretionprovide
the Services under this Agreement.
1.7. The Service Provider explicitly agreesthat it will be the responsibility ofthe Service
Provider to communicate to the Dunzo Partners that the Dunzo Partners shall not
be considered as employees ofthe Company under any circumstances whatsoever.
.8. The Service Provider agrees that the independent partners will enlist with Dunzo as
Dunzo Partners. The Dunzo Partners will provide all details as required to enlist on
the Dunzo App, including, but not limited to, the name, address, permanent address,
contactnumber,alternatecontactnumber, e-mailaddress, presentoccupation(ifany),
motor bike vehicle number, driving license number, valid third-party insurance
registration, document(s) foraddressandidentificationverification. Dunzo,atitssole
discretion, may- a) choose to register the Dunzo Partner onto the Duzo App; b) also
limit an independent partner's access to the Dunzo App. The Service Provider
also agrees that once the Dunzo Partner is registered onto the Dunzo App, the
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 P'anner shall agree and abide by the Dunzo Partner On-brarding Ternns and
Condit ion
9 he Service Provider shall be responsihle for their own operational costs, actions and
omissions, Ihe Service Provider shall not do any act in violation of applicable law or
which ay constitute discrimination or harassment.

2. Paynment Terms

2.1. The Service Provider shall be entitled to a one-time sourcing fee per Dunzo Partner
that has been sourced, based on the following manner:
The above commercials may be amended from time to time by a mutual consent of
the Parties and confirmed over email.
2.2. The Service Provider shall raise an invoice every month for the sourcing fee with
appropriate line deseription, payment for which wil be made by Dunzo with 30 days
from the date of invoice (after making appropriate tax deductions).
2.3. Service Provideragreestouploadallinvo icesandcorrespondingdetailsonthe GSTN
portal every month. Service Provider agrees and acknowledges that the Company
reserves the right to deduct payment equal to GST charged by the Service Provider
initssubsequentinvo icesunlessthe Service Providercompletesthefollowingactions
in order to enable the Company to claim input tax credit on the services: (a) uploads
the invoice details on GSTN portal correctly, (b) discharges its GST liability with the
relevant authorities and (c) files returns in time.
2.4 Each Party shall provide its GSTIN to the other Party for the purpose ofraising such
invoice
2.5. Each Party shall provide its bank details to the other Party for remitting the due and
payable amounts.

3. Termination.

3.1. This Agreement shall be valid until terminated by either Party in accordance with the
terms set forth below.
3.2. Dunzo may at any time during the Term immediately terminate this Agreement
without assigning any reason whatsoever.

4. Confidentiality and Intellectual Property Rights

4.1. The Service Provider acknowledges and agrees that any and all information received
by the Company pursuant to this Agreement shall be confidential and shall not be
disclosed to any third party without the prior written consent of the Company.
However, confidential information may be disclosed if required to do so under
applicable law, or /frequired to be disclosed by any governmental authority, courtof

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 law, regulatory bodies, Iribunals, and/or any other statutory authorities, provided that
prior intimation about such disclosure has been provided to the Company.

5. Indemnity

5.1. The Service Provider agrees to indemnify, defend, save and hold harmless the
Company, from and against all finally adjudicated claims, damages actually suffered,
losses actually incurred, or suits incurred as a result of or arising directly out ofany
breachof, representationsandwarranties, obligationsorcovenantsinthis Agreement.

6. Miscellaneous.

6.1. Assistance in Litigation: Each Party shall, upon reasonable notice, furnish such
informationandproperassistance to the other Partyasitmayreasonablyrequire from
time to time, in connection, with any litigation in which it is, or may become, a party
to either during or after the term of this Agreement.
6.2. Amendments: Any term of this Agreement may be amended only with the written
consent of the Parties.
6.3. Notices: Any notice required or permitted by this Agreement shall be in writing and
shall be deemed duly served upon receipt, whendelivered personally or by a delivery
service,or72(SeventyTwo)hoursafterdispatchbyregisteredpostacknowledgement
due, if such notice is addressed to the Party to be notified at such Party's address as
set forth in this Agreement or as subsequently modified by written notice.
6.4. Severability: Ifoneormoreprovisionsofthis Agreementareheldtobeunenforceable
under applicable law, the Parties agree to renegotiate such provision in good faith. In
the event the Parties cannot reach a mutually agreeable and enforceable replacement
forsuchprovision, then(i) such provisionshall be excludedfiomthis Agreement; (ii)
the balance of the Agreement shall be interpreted as if such provision were so
excluded; and (i) the balance ofthe Agreement shall be enforceable in accordance
with its terms.
6.5. Waiver: Ifat any time any Party waives any right accruing to it, due to breach ofany
of the provisions of this Agreement, such waiver shall not be construed as a
continuing waiver of other breaches of the same kind or other provisions of this
Agreement. None of the terms of this Agreement shall be deemed to have been
waived or altered, unless such waiver or alteration is in writing and is signed by both
the Parties.
6.6. Anti-Bribery and Anti-Corruption Poliey: The Service Provider represents and
warrants that it has and shal, during the term ofthis Agreement, be in compliance
with the Company's Anti-Bribery and Anti-Corruption Policy as set out in Schedule
I, and hereby certifies the same under this Agreement.
6.7. Equitable Remedies: The Partiesacknowledgeandagreethatmonetarydamagesmay
be an inadequate remedy for breach or threatened breach of the provisions of this
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 Agreement, and each Party agrees that, notwithstand ing anything to the contrary
herein, in the event ofa breach ofany provisions of this Agreement, the respective
rights and obligations hereunder shall be enforceable by specific performance or
injunctive remedy in any court ofcompetent jurisdiction.
6.8. Entire Agreement: This Agreement represents the entire agreement between the
Parties and cancels and supersedes all prior agreements, arrangements and

understandings.
6.9. Survival: The Parties agree that all clauses which by their very nature survive the
termination ofthis Agreement shall survive upon termination.
6.10. Governing LawandJurisdiction: This Agreement shall begovernedandconstruedin
accordancewiththe lawsof India. Thecourtsin Bangalore, Indiashallhaveexclusive
jurisdiction over all disputes arising therefrom.

IN WITNESS, WHEREOF, the Parties have duly executed these presents on the day and
year first above written.

DUNZO DIGITAL PRIVATTE VASUNDHARA ADS

Name Name: CHAKALI PAVAN KUMAR

Designation Designation: Chief Executive Officer

DATE: DATE
 SCHEDULE I

Anti- Bribery & Anti- corruption Compliance Certification

The Contracting Party is currently providing, or has agreed to provide, certain services (the
"Services") to the company, or one of its subsidiaries or affiliates ("Company"). The
Contracting Party hereby agrees that in connection with such services, it and all ofits officers,
directors, employees, agents, or other representatives shall:
Comply with all applicable laws and regulations, including but without limitation
Prevention of Corruption Act, 1988 (°PCA"), the U.S. Foreign Corrupt Practices Act,
1977 (FCPA"), U.K. Bribery Act, 2010 ("Bribery Act"), and all other applicable anti-
corruption laws and regulations.
Not in a corrupt or improper effort to obtain or retain any business or any commercial
advantage-offer, promise, or make any payment or transfer anything of value, directly
or indirectly to (a) any employee or official of any government (foreign or national).
including any civil servant, governmental representative, public sector employee
(including employees of government-owned or government-controlled corporations
or
instrumentalities or public international organizations), political party, official of a
member or close associate of
political party, or candidate for public office, or any family
such persons, or (b) any intermediary for payment or provision to any of the foregoing.
Provide training to its officers, directors, employees, agents, or other representatives on
the PCA. FCPA, Bribery Act, and other applicable anti-corruption laws and regulations
as needed to ensure full compliance with these laws.

The Contracting Party hereby represents that neither it, nor any of its officers, directors
in connection with the
employees, agents or other representatives, have made any payments
Services that could violate the PCA, FCPA, Bribery Act, or any other applicable anti-
ofthese laws in connection
corruption laws. It further represents that any potential violations
with its Services to the Company will promptly be reported to Company Representative, and
the Contracting Party will cooperate fully with the Company to investigate and remediate.
The Contracting Party hereby acknowledges that the Company may terminate its contract
with the Contracting Party for any potential vio lations of the PCA, FCPA, Bribery Act, and
other applicable anti-corruption laws.

Signature:
.
r

Name: CHAKALIPAVANKUMAR

Title: Chief Executive Officer

Date: