Mutual Confidentiality and Non- Disclosure Agreement

This Mutual Confidentiality and Non- Disclosure Agreement (“Agreement”) is entered into
on the [---date---] day of [---month---] 2021.

BY AND BETWEEN:

Zomato Limited (formerly known as Zomato Private Limited and Zomato Media
Private Limited), a company incorporated and registered in India under the Companies Act,
1956, and having its registered office at GF-12A, 94 Meghdoot, Nehru Place, New Delhi -
110019, India (hereinafter referred to as the “Zomato”, which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include all its successors
and permitted assigns) of the One Part;

AND

[---company name---], a company incorporated under the laws of the Companies Act, 2013
having its registered at [---registered address---] (hereinafter referred to as “Service
Provider”) which expression shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include its successors and permitted assigns of the SECOND PART.

(Zomato and Service Provider are hereinafter collectively referred to as the “Parties” and
individually as a “Party”.)

BACKGROUND

The Disclosing Party wishes to disclose to the Recipient and wishes to ensure that the
Recipient maintains the confidentiality of, the Disclosing Party's Confidential Information. In
consideration of the benefits to the Parties of disclosing and receiving the Confidential
Information, the Parties have agreed to comply with the following terms in connection with
the use and disclosure of Confidential Information.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 The following definitions and rules of interpretation in this clause apply in this
Agreement:

Business Day: a day (other than a Saturday, Sunday, or public holiday) when the
banks in New Delhi are open for business.

Confidential Information: (however recorded or preserved) disclosed or made

available, directly or indirectly, by the Disclosing Party or its employees, officers,
representatives or advisers to the Recipient and its Representatives shall mean and
include but not be limited to:

(a) any marketing strategies, plans, financial information, or projections,

operations, sales estimates, business plans and performance results relating to

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 the past, present or future business activities of such party, its affiliates,
subsidiaries and affiliated companies.

(b) plans for products or services, and customer or supplier lists.

(c) any scientific or technical information, invention, design, process, procedure,

formula, improvement, technology or method.

(d) any concepts, reports, data, know-how, works-in-progress, designs,

development tools, specifications, computer software, source code, object
code, flow charts, databases, inventions, information, and trade secrets; and

(e) any other information that should reasonably be recognized as confidential

information of the Disclosing Party. Confidential Information need not be
novel, unique, patentable, copyrightable or constitute a trade secret in order to
be designated Confidential Information. The Receiving Party acknowledges
that the Confidential Information is proprietary to the Disclosing Party, has
been developed and obtained through great efforts by the Disclosing Party and
that Disclosing Party regards all of its Confidential Information as trade secrets

(f) the fact that discussions and negotiations are taking place concerning the
Purpose and the status of those discussions and negotiations.

(g) any information that would be regarded as confidential by a reasonable

businessperson relating to:

(i) the business, affairs, customers, clients, suppliers, plans, intentions, or

market opportunities of the Disclosing Party, and

(ii) the operations, processes, product information, know-how, designs,

trade secrets or software of the Disclosing Party.

(h) any information or analysis derived from the Confidential Information.

but not including any information that:

(a) is or becomes generally available to the public (other than as a result of its
disclosure by the Recipient or its Representatives in breach of this
Agreement), (except that any compilation of otherwise public information in
a form not publicly known shall nevertheless be treated as Confidential
Information); or

(b) was lawfully in the possession of the Recipient before the information was
disclosed to it by the Disclosing Party as evidenced by written records; or

(c) the Parties agree in writing is not confidential or may be disclosed.

Disclosing Party: Party disclosing the Confidential Information.

Purpose: The Parties wish to exchange Confidential Information for the following

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 legitimate Purpose (s):
a. to evaluate whether to enter into a contemplated business transaction; and
b. if the Parties enter into an agreement related to such business transaction, to
fulfil each Party’s confidentiality obligations to the extent the terms set forth
below are incorporated therein (the “Purpose”).

Receiving Party or Recipient: Party receiving the Confidential Information.

Representatives: employees, agents and other representatives of the Recipient.

1.2 Clause headings shall not affect the interpretation of this Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).

1.4 The Background forms part of this Agreement and shall have effect as if set out in
full in the body of this Agreement. Any reference to this Agreement includes the
Background.

1.5 Unless the context otherwise requires, words in the singular shall include the plural,
and in the plural include the singular.

1.6 A reference to a statute or statutory provision is a reference to it as it is in force for

the time being, taking account of any amendment, extension, or re-enactment, and
includes any subordinate legislation for the time being in force made under it.

1.7 References to clauses are to the clauses of this Agreement.

2. OBLIGATIONS OF THE RECIPIENT

2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential
and, except with the prior written consent of the Disclosing Party:

(a) not use or exploit the Confidential Information in any way except for the
Purpose; or

(b) not disclose or make available the Confidential Information in whole or in part
to any third Party, except as expressly permitted by this Agreement; or

(c) not copy, reduce to writing or otherwise record the Confidential Information
except as strictly necessary for the Purpose (and any such copies, reductions to
writing and records shall be the property of the Disclosing Party).

(d) apply the same security measures and degree of care to the Confidential
Information as the Recipient applies to its own confidential information, which
the Recipient warrants as providing adequate protection from unauthorised
disclosure, copying or use.

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2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those
of its Representatives who need to know this Confidential Information for the
Purpose, provided that:

(a) it informs its Representatives of the confidential nature of the Confidential

Information before disclosure.

(b) it procures that its Representatives shall, in relation to any Confidential

Information disclosed to them, comply with this Agreement as if they were the
Recipient and, if the Disclosing Party so requests, procure that any relevant
Representative enters into a separate confidentiality Agreement with the
Disclosing Party on terms equivalent to those contained in this Agreement; and

(c) it keeps a written record of these Representatives,

and it shall at all times be liable for the failure of any Representative to comply with
the terms of this Agreement.

2.3 The Recipient may disclose Confidential Information only to the extent required by
law, by any governmental or other regulatory authority (including, without limitation,
the relevant stock exchanges) or by a court or other authority of competent
jurisdiction provided that, to the extent it is legally permitted to do so, it gives the
Disclosing Party as much notice of such disclosure as possible and, where notice of
disclosure is not prohibited and is given in accordance with this Clause, it takes into
account the reasonable requests of the Disclosing Party in relation to the content of
such disclosure.

2.4 The Recipient acknowledges that: (a) the Confidential Information, may be construed
as unpublished, price sensitive information in terms of the SEBI (Prohibition of
Insider Trading) Regulations, 2015, and (b) applicable laws prohibit any person from
trading in securities that are listed or proposed to be listed when in possession of
unpublished price sensitive information. The Recipient hereby agrees to abide by all
such applicable laws while handling such Confidential Information.

2.5 The Recipient agrees to furnish all requisite information that the Disclosing Party is
required to maintain in its structured digital database in terms of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, including, the name and PAN
details of the Recipient and its Representative who have access to the Confidential
Information.

3. RETURN OF INFORMATION AND ANNOUNCEMENTS

3.1 At the request of the Disclosing Party, the Recipient shall promptly:

(a) destroy or return to the Disclosing Party all documents and materials (and any
copies) containing, reflecting, incorporating, or based on the Disclosing Party's
Confidential Information.

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 (b) erase all the Disclosing Party's Confidential Information from its computer
systems; and

(c) certify in writing to the Disclosing Party that it has complied with the
requirements of this clause, provided that a Recipient may retain documents
and materials containing, reflecting, incorporating, or based on the Disclosing
Party's Confidential Information to the extent required by law or any applicable
governmental or regulatory authority, and to the extent reasonable to permit the
Recipient to keep evidence that it has performed its obligations under this
Agreement. The provisions of this Agreement shall continue to apply to any
documents and materials retained by the Recipient.

3.2 If the Recipient develops or uses a product or a process which, in the reasonable
opinion of the Disclosing Party, might have involved the use of any of the Disclosing
Party's Confidential Information, the Recipient shall, at the written request of the
Disclosing Party, supply to the Disclosing Party information reasonably necessary to
establish that the Disclosing Party's Confidential Information has or has not been used
or disclosed in order to develop or use that product or process.

3.3 The Recipient shall not make, or permit any person to make, any public
announcement concerning this Agreement without the prior written consent of the
Disclosing Party except as required by law or any governmental or regulatory
authority (including, without limitation, any relevant stock exchange), or by any court
or other authority of competent jurisdiction.

4. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT

4.1 The Disclosing Party reserves all rights in its Confidential Information. No rights in
respect of the Disclosing Party's Confidential Information are granted to the Recipient
and no obligations are imposed on the Disclosing Party other than those expressly
stated in this Agreement. In particular, nothing in this Agreement shall be construed
or implied as obliging the Disclosing Party to disclose any specific type of
information under this Agreement, whether Confidential Information or not.

4.2 Except as expressly stated in this Agreement, the Disclosing Party does not make any
express or implied warranty or representation concerning its Confidential
Information, or the accuracy or completeness of the Confidential Information.

4.3 The disclosure of Confidential Information by the Disclosing Party shall not form any
offer by, or representation or warranty on the part of the Disclosing Party to enter into
any further Agreement in relation to the Purpose or the development or supply of any
product or service to which the Confidential Information relates.

4.4 The Recipient acknowledges that damages alone would not be an adequate remedy
for the breach of any of the provisions of this Agreement. Accordingly, without
prejudice to any other rights and remedies it may have, the Disclosing Party shall be
entitled to the granting of equitable relief (including without limitation injunctive
relief) concerning any threatened or actual breach of any of the provisions of this
Agreement.

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5. INDEMNITY

The Recipient shall indemnify and keep fully always indemnified the Disclosing
Party against the liabilities set out in this agreement, costs (including legal costs),
expenses, damages and losses suffered or incurred by the Disclosing Party arising
from any breach of this Agreement by the Recipient and from the actions or
omissions of any Representative.

6. TERM AND TERMINATION

6.1 If either Party decides not to become involved in the Purpose with the other Party, it
shall notify the other Party in writing immediately. The obligations of each Party
shall, notwithstanding any earlier termination of negotiations or discussions between
the Parties in relation to the Purpose, continue for a period of two (2) years from the
termination of this Agreement.

6.2 Termination of this Agreement shall not affect any accrued rights or remedies to
which the Disclosing Party is entitled.

7. ENTIRE AGREEMENT AND VARIATION

7.1 This Agreement constitutes the entire Agreement between the Parties and supersedes
and extinguishes all previous drafts, Agreements, arrangements, and understandings
between them, whether written or oral, relating to its subject matter.

7.2 Each Party agrees that it shall have no remedies in respect of any representation or
warranty (whether made innocently or negligently) that is not set out in this
Agreement. Each Party agrees that its only liability in respect of those representations
and warranties that are set out in this Agreement (whether made innocently or
negligently) shall be for breach of contract.

7.3 No variation of this Agreement shall be effective unless it is in writing and signed by
each of the Parties (or their authorised representatives).

8. NO WAIVER

8.1 Failure to exercise, or any delay in exercising, any right or remedy provided under
this Agreement or by law shall not constitute a waiver of that or any other right or
remedy, nor shall it preclude or restrict any further exercise of that or any other right
or remedy.
8.2 No single or partial exercise of any right or remedy provided under this Agreement or
by law shall preclude or restrict the further exercise of that or any other right or
remedy.

9. ASSIGNMENT

Except as otherwise provided in this Agreement, no Party may assign, sub-contract or

deal in any way with, any of its rights or obligations under this Agreement or any
document referred to in it, save that the Disclosing Party may assign its rights under

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 this Agreement to any entity in its subsidiary and sister concern on prior written
notice to the Recipient.

10. NOTICES

10.1 Any notices, requests, demands or other communication required or permitted to be

given under this Agreement shall be written in English and shall be delivered in
person, or sent by a recognized courier or by certified or registered mail
(acknowledgement due), or sent by way of electronic mail and properly addressed as
follows:

10.2 Any such notice or other communication shall be addressed as provided in Clause 10.
3 and, if so addressed, shall be deemed to have been duly given or made as follows:

(a) If sent by personal delivery, upon delivery at the address of the relevant Party.

(b) If sent by electronic mail and receipt of acknowledgement; and

(c) If sent by registered mail (with acknowledgment of receipt), 10 (ten) Business

Days after the date of posting.

10.3 The relevant addressee, address, and E-mail of each Party for the purpose of this
Agreement is:

If to the Zomato:

Attention: Legal Team

E-mail: [email protected]

Address: Zomato Limited

Ground Floor, Vipul Tech Square,
Tower C, Golf Course Road,
Gurgaon- 122009, Haryana

If to Service Provider:

Attention: [---company name---]

E-mail: [---email id---]

Address: [---registered address---]

10.4 A person who is not a party to this Agreement shall not have any rights under or in
connection with it.

11. NO PARTNERSHIP

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 Nothing in this Agreement is intended to, or shall be deemed to, establish any
partnership or joint venture between any of the Parties, constitute any Party the agent
of another Party, nor authorise any Party to make or enter into any commitments for
or on behalf of any other Party.

12. THIRD PARTY RIGHTS

12.1 Except as provided in this Clause, this Agreement is made for the benefit of the
Parties to it and their successors and permitted assigns and is not intended to benefit,
or be enforceable by, anyone else.

12.2 The Parties may terminate, rescind, or vary this Agreement without the consent of
any person who is not a party to this Agreement.

13. GOVERNING LAW, ARBITRATION AND JURISDICTION

13.1 This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of India.

13.2 In case of any dispute between the parties arising out of this agreement, the same
shall be referred to arbitration under the Arbitration & Conciliation Act, 1996. The
venue of Arbitration will be in New Delhi and the language of arbitration will be
English. The arbitration proceeding shall be presided by a sole arbitrator mutually
appointed by both the Parties.

13.3 Subject to the above, the Parties irrevocably agree that the courts of New Delhi shall
have exclusive jurisdiction to try any dispute or claim that arises out of or in
connection with this Agreement or its subject matter or formation (including non-
contractual disputes or claims).

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute a duplicate original, but all counterparts
together shall constitute a single agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above:

Signed and delivered for and on behalf of Signed and delivered for and on behalf of
Zomato Limited
[---company name---]

[---digital signature---]

Name: Akriti Chopra Name: [---POC name---]

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Designation: Authorised Signatory Designation: [---designation---]