BUSINESS PARTNER SOURCING AGREEMENT

This Business Partner Sourcing Agreement (“Agreement”) is made and executed on <Date of
agreement> (“Execution Date”) at Bengaluru, India.

By and between

Dunzo Digital Private Limited, a private limited company, incorporated under the provisions of
Companies Act, 2013, having its registered office at SAIDEEP SRINIDHI’ NO. 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) of the One Part; and

“Buddy Name”, a company governed under the Companies Act, 1956/ 2013 and having its
Registered Office at <Buddy office address> ,(hereinafter referred to as “Service Provider”,
which expression, unless repugnant to the context hereof, shall mean and include its successors
and assigns) of the Other Part.

The Company and the Service Provider may hereinafter 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 of the Registered User. (“
Amount Task Validity
500 10 First 7 Days
1000 20 8 - 14 Days
1000 30 15 - 21 Days

”);

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 of the 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 perform tasks for Registered Users on the Dunzo App.

1.2. The Service Provider agrees and acknowledges that the Service Provider shall source Dunzo
Partners purely on the basis of requirements of Dunzo.

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 organisation of any 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 (i) be 18
years or older, (ii) be of sound mind, and (iii) possess a valid driving licence.

1.5. It is explicitly stated that the Dunzo Partners are not employees, contractors, agents of the
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 Company is an intermediary e-
commerce platform which connects independent third parties (the Dunzo Partners) to the Users,
to directly and independently render services to the Users.

1.6. The Service Provider and the Dunzo Partner shall at their complete discretion provide the
Services under this Agreement.

1.7. The Service Provider explicitly agrees that it will be the responsibility of the Service
Provider to communicate to the Dunzo Partners that the Dunzo Partners shall not be considered
as employees of the Company under any circumstances whatsoever.

1.8. 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, contact number, alternate
contact number, e-mail address, present occupation (if any), motor bike vehicle number, driving
license number, valid third-party insurance registration, document(s) for address and
identification verification. Dunzo, at its sole discretion, may- a) choose to register the Dunzo
Partner onto the Dunzo App; b) also limit an independent partners access to the Dunzo App. The
Service Provider also agrees that once the Dunzo Partner is registered onto the Dunzo App, the
Dunzo Partner shall agree and abide by the Dunzo Partner On-boarding Terms and Conditions.

1.9. The Service Provider shall be responsible for their own operational costs, actions and
omissions. The Service Provider shall not do any act in violation of applicable law or which may
constitute discrimination or harassment.

2. Payment 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[a1] :

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 description, payment for which will be made by Dunzo with 30 days from the
date of invoice (after making appropriate tax deductions).

2.3. Service Provider agrees to upload all invoices and corresponding details on the 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 in its subsequent invoices
unless the Service Provider completes the following actions 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 of raising 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 if required to be disclosed by any
governmental authority, court of law, regulatory bodies, tribunals, 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 of any breach of, representations
and warranties, obligations or covenants in this Agreement.

6. Miscellaneous.

6.1. Assistance in Litigation: Each Party shall, upon reasonable notice, furnish such information
and proper assistance to the other Party as it may reasonably require 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, when delivered personally or by a delivery service, or 72
(Seventy Two) hours after dispatch by registered post acknowledgement 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: If one or more provisions of this Agreement are held to be unenforceable
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 for such provision,
then (i) such provision shall be excluded from this Agreement; (ii) the balance of the Agreement
shall be interpreted as if such provision were so excluded; and (iii) the balance of the Agreement
shall be enforceable in accordance with its terms.
6.5. Waiver: If at any time any Party waives any right accruing to it, due to breach of any 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 Policy: The Service Provider represents and warrants that
it has and shall, during the term of this 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 Parties acknowledge and agree that monetary damages may be an
inadequate remedy for breach or threatened breach of the provisions of this Agreement, and each
Party agrees that, notwithstanding anything to the contrary herein, in the event of a breach of any
provisions of this Agreement, the respective rights and obligations hereunder shall be
enforceable by specific performance or injunctive remedy in any court of competent 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 of this Agreement shall survive upon termination.

6.10. Governing Law and Jurisdiction: This Agreement shall be governed and construed in
accordance with the laws of India. The courts in Bangalore, India shall have exclusive
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 PRIVATE Buddy name

LIMITED

Name: Name: Signing authority name

Designation: Designation: Signing authority

designation

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 of its 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 political party, or candidate for public
office, or any family member or close associate of 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,
employees, agents or other representatives, have made any payments in connection with the
Services that could violate the PCA, FCPA, Bribery Act, or any other applicable anti-corruption
laws. It further represents that any potential violations of these laws in connection 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 violations of the PCA, FCPA, Bribery Act, and other
applicable anti-corruption laws.

Signature:

Name: Signing authority name

Title: Signing authority designation

Date: Date of Agreement

[a1]Tarriff card to be added here. If the scope is more detailed, this needs to go as an annexure.