CONFIDENTIALITY OF INFORMATION AND OWNERSHIP OF PROPRIETARY PROPERTY

AGREEMENT

THIS CONFIDENTIALITY OF INFORMATION AND OWNERSHIP OF PROPRIETARY

PROPERTY AGREEMENT (C&O Agreement) is entered into by and between:

(1) Uber India Systems Private Limited, a private limited company incorporated under the
Companies Act, 1956 having its registered office address at Level 13, Platinum Techno Park, Plot
No. 17/18, Sector-30A, Vashi Navi Mumbai, Maharashtra – 400705, having its place of business
at SCO 300, Sector 29, Gurgaon - 122007, Haryana (hereinafter referred to as the Company
which expression shall, unless contrary to the context or meaning thereof be deemed to mean its
successors in business and permitted assigns); and

(2) You (hereinafter referred to as the Participant).

​ he Company and the Participant are collectively referred to as the Parties and individually as the Party.
T
​
​WHEREAS:

(A) The company is a technology company that operates a mobile application platform (“Uber App”)
that, among others, connects independent third-party transportation and logistics service providers
(“Driver Partners”) to individual users.

(B) The Company is desirous to organise a hackathon for engineering students to participate in with
cash prizes in the range of INR 5,00,000 split across 3 teams (Hackathon).

(C) The Participant is desirous of taking part in the Hackathon subject to the terms and conditions
agreed under this Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. The Company may give, has given and will give the Participant access to proprietary or
confidential information of the Company and its affiliates and group company (whether in India
or otherwise) (the Company Group), including information that, by its nature or by the nature of
its disclosure, would reasonably be considered to be proprietary or confidential to the Company
Group and/or information not generally available to the public (which information is collectively
referred to in this C&O Agreement as Confidential Information). For greater certainty,
Confidential Information includes all employee, customer or client personal information,
technical data, unpublished know-how, techniques, records, formulae, processes, sketches,
photographs, plans, drawings, specifications, samples, reports, manuals, documents, prototypes,
hardware, software and other equipment, working materials, findings, data, statements,
correspondence, technical information, instructions, business details, commercial policies, utility,
operation, functionality, performance, cost, present or proposed business in the business plan,
 strategies, data related to employees, present or proposed vendors/customers, research and
development, financial statements, budgets and other financial details, forecasts, price lists,
quotes, bids, controls, operating procedures, inventions and ideas, whether patentable or not,
whether they be trade secrets or not and whether they be in written, graphic, oral, electronic or
any other form, that are now or hereafter owned, licensed or otherwise acquired by the Company
Group.

2. The Participant may develop, conceive, generate or contribute to, in the course of the
participation in the Hackathon or using tools, resources or materials belonging to the Company or
based on material or information belonging to the Company, alone and/or jointly with others,
tangible and intangible property which property includes software, hardware, know-how, designs,
techniques, documentation and other material regardless of the form or media in or on which it is
stored, some or all of which property may be protected by patents, copyrights, trade secrets,
trade-marks, industrial designs or mask works or any common law or statutory right anywhere in
the world (which tangible and intangible property is collectively referred to in this C&O
Agreement as Proprietary Property).

3. Without prejudice to the generality of the foregoing, the Participant shall:

(a) keep confidential the Confidential Information and Proprietary Property and not disclose
the same to any third party, except with the prior written consent of the Company;

(b) protect the Confidential Information and Proprietary Property with all reasonable care so
as to ensure that the same does not fall into the hands of third parties or is not put to
unauthorised use; or

(c) not reproduce in any form the Confidential Information except with the prior written
consent of the Company.

4. The Participant may, however, use or disclose Confidential Information that:

(a) is or becomes public, other than through a breach of this C&O Agreement;

(b) is known to the Participant prior to participation in the Hackathon and with respect to
which the Participant does not have any obligations of confidentiality; or

(c) is required to be disclosed, or the disclosure of which to regulators is protected, by law,

whether under an order of a court or government tribunal, statutory provision or other
legal process, provided that, where such disclosure is required of the Participant, the
Participant informs the Company of such requirement as soon as the Participant becomes
aware of the requirement and in sufficient time to allow the Company to take such steps
as are lawfully available to the Company to avoid or limit such disclosure by the
Participant.

2
5. All right, title and interest in and to Proprietary Property belongs to the Company and the
Participant has no rights in any such Proprietary Property. For greater certainty, all right, title and
interest (including any intellectual property rights) in and to all Proprietary Property that the
Participant may acquire in relation to the Hackathon or using tools, resources or materials
belonging to the Company or based on material or information belonging to the Company are
hereby assigned to the Company. At the request and expense of the Company, the Participant
shall do all acts necessary and sign all documentation necessary in order to assign all right, title
and interest in and to the Proprietary Property to the Company and to enable the Company to
register patents, copyrights, trade-marks, mask works, industrial designs and such other
protections as the Company deems advisable anywhere in the world. The Participant irrevocably
designates and appoints the Company and its duly authorized officers and agents as the
Participant’s agent and attorney-in-fact, to act for and in the Participant’s behalf and stead to
execute and file any such instruments and papers and to do all other lawfully permitted acts to
further the application for, prosecution, issuance, maintenance or transfer of patents, copyrights,
trade-marks, mask works, industrial designs and such other protections related to the Proprietary
Property.

6. To the extent permitted by applicable law, the moral rights in relation to the Proprietary Property
shall also vest in the Company. To the extent such moral rights cannot be assigned to Company
and to the extent the following is allowed by the laws in any country where moral rights exist, the
Participant hereby unconditionally and irrevocably waives the enforcement of such moral rights,
and all claims and causes of action of any kind against Company or related to Company’s
customers, with respect to such rights.

7. The Participant hereby transfers and assigns in favour of Company, all rights, title and interest in
and to all the Proprietary Property, together with the rights to sublicense or transfer any and all
rights assigned hereunder to third parties, in perpetuity. The Participant agrees that such
assignment shall be perpetual, worldwide and royalty free and no restrictions given under Section
19 (4) of the Indian Copyright Act, 1957 shall apply to any such assignment.

8. The Participant acknowledges that it would be difficult to compute the monetary loss to the
Company arising from a breach or threatened breach of this C&O Agreement by the Participant
and that, accordingly, the Company shall be entitled to specific performance, injunctive or other
equitable relief in addition to or instead of monetary damages, without the necessity of
establishing that monetary damages would be inadequate.

9. This C&O Agreement is a contract made under and shall be governed by and construed in
accordance with the laws of India applicable therein.

10. If, in any jurisdiction, any of these terms and conditions or their application to any party or
circumstance is restricted, prohibited or unenforceable, such provision will, as to such
jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability

3
 without invalidating the remaining terms and conditions and without affecting the validity or
enforceability of such provision in any other jurisdiction or without affecting its application to
other parties or circumstances.

11. The Participant confirms that he or she had the opportunity to confer with an independent legal
advisor if he or she so wished, in advance of signing this C&O Agreement. The Participant
further confirms that he or she has read this C&O Agreement and the Participant accepts and
agrees to be bound by its terms.

12. No delay, failure or omission on the part of the Company to exercise any of its powers, rights or
remedies under this C&O Agreement will operate as a waiver of them nor will any single or
partial exercise of any such powers, rights or remedies preclude any further exercise of them.

13. This C&O Agreement will be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.

14. The Participant hereby confirms that he/she is participating in this Hackathon in his/her personal
and individual capacity. The Participant also confirms that he/she has all requisite approvals and
clearances from the educational institution that the Participant is enrolled in, to participate in this
event. As a part of the final phase, all participants would be offered access to mentors from Uber.
By acknowledging this, the Participant agrees that he/she is signing up to avail said mentorship
on a voluntary basis.