MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (“Agreement”) is made and entered into on this
_____________ day of ______________ 2022, and being effective from ______ day of
____________, 2022 (“Effective Date”),

BY AND BETWEEN:

Kiranakart Technologies Private Limited (Zepto), a private company incorporated under the
Companies Act, 2013 and having its registered office at 1st Floor, Plot No. 224, Sher E Punjab CHS
Mahakali Caves Road, Andheri, East Mumbai, Mumbai City, Maharashtra – 400093, India
(hereinafter referred to as the “Company” which expression, unless repugnant to the context shall
mean and include its successors, representatives and permitted assigns etc.,) of the ONE PART.

AND

_________________ a private company incorporated under the Companies Act, [2013] and having its
registered office at ___________________________________ (hereinafter referred to as the
“Counterparty” which expression, unless repugnant to the context shall mean and include its
successors, representatives and permitted assigns etc.,) of the OTHER PART.

The Company and the Counterparty shall wherever the context may hereinafter so require, be
individually referred to as “Party” and collectively as the “Parties”.

The terms “Receiving Party/Recipient” and “Disclosing Party/Discloser” refer to either “Company” or
“Counterparty” as the case may be.

1. OBJECTIVE. The Parties are desirous of sharing certain information with each other, in
connection with: (a) evaluating the possibility of a business relationship between the Receiving
Party and the Disclosing Party; and / or (ii) an ongoing business transaction between them, in
relation to capacity planning, warehouse space, and third party partners scouting and
finalization (hereinafter the “Purpose”), (iii) in relation thereto the Disclosing Party may
furnish the Receiving Party with certain information which is confidential and proprietary
information on the terms and conditions contained in this Agreement.

2. DEFINITION OF CONFIDENTIAL INFORMATION: “Confidential Information” disclosed under

this Agreement shall include information in whichever form, whether marked confidential or
not, provided by the Discloser to the Recipient, or which is disclosed by or on behalf of the
Discloser or derived by the Recipient in the course of its dealing with the Discloser and its
representatives and includes all information, that is reasonably understood to be confidential or
proprietary, relating to all or any of the Discloser’s existing or prospective products and / or
services, know-how, algorithms, schematics, formulae, strategic data (technical, financial,
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 commercial or otherwise), warehouse and warehouse management system processes,
transactions, throughput, forecasted volumes, process information, methods of operation,
flowcharts, or diagrams; prospective new ventures; policies and procedures regarding the
design, development, marketing, pricing and distribution of existing and prospective products
and / or services; research methods and results; creative and programming tools,
methodologies, techniques; the identities of customers, business partners, distributors and / or
suppliers (actual or prospective), business plans, financial accounts, and sales records; business
practices, operational or security procedures, internal policies; employment and contractor
relationships; or consulting services.

3. USE AND NON–DISCLOSURE. The Recipient shall at all times keep the Confidential
Information strictly confidential and shall use Confidential Information solely for the Purpose.
The Recipient shall not: (a) disclose, or permit disclosure of Confidential Information, in whole
or part, to any third-party; or (b) allow any third-party to copy, adapt, modify, decompile, edit
or reverse engineer the Confidential Information. The Recipient shall protect the Confidential
Information by using the same degree of care as the Recipient uses to protect its own
confidential information of a like nature, but not less than a reasonable degree of care, to
prevent the unauthorized use or disclosure of the Confidential Information. The Recipient shall
restrict disclosure of Confidential Information only to such of its employees who have a need
to know the Confidential Information, solely in connection with the Purpose. The Recipient
shall ensure that such employees are bound by confidentiality obligations that are no less
restrictive than those contained in this Agreement. If the Recipient becomes aware of any
unauthorized use or disclosure of Confidential Information, it shall promptly inform the
Discloser and shall provide necessary assistance and cooperation, as may be required to
retrieve and protect such Confidential Information.

4. INTELLECTUAL PROPERTY. Except for the limited right to use the Confidential Information as
set out in Clause 3 above, the Recipient shall not acquire any Intellectual Property rights over
any Confidential Information under this Agreement. “Intellectual Property” means and refers
to all contingent and future intellectual property including, but not limited to, patents,
trademarks, service marks, trade names and copyrights, and applications, licenses and rights
with respect to the foregoing, and all trade secrets, including know-how, inventions, designs,
processes, works of authorship, manuals, documentation, computer programs and technical
data and information (whether registered or unregistered) and any applications or registrations
for the protection of these rights and all renewals and extensions thereof existing in any part of
the world whether now known or in the future created. The Recipient shall not: (a) use the
Intellectual Property (whether registered or not) of the Discloser; or (b) publicly refer to the
Discloser or to the existence of this Agreement in publicity releases, promotional materials,
business plans, investment memoranda, announcements, advertising or in any other manner,
without securing the Discloser’s prior written consent.

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5. EXCEPTIONS. The confidentiality obligations contained herein shall not apply to information
which is, as evident by the written records of the Recipient: (a) now in or hereafter enters the
public domain (as evidenced by written publication), without a breach of this Agreement; (b)
known to the Recipient, through lawful means, prior to disclosure by the Discloser, as
evidenced by the written records of the Recipient; (c) lawfully received by the Recipient from a
third-party without a duty of confidentiality, as evidenced by the written records of the
Recipient; (d) independently developed by the Recipient without reference to the Confidential
Information, as evidenced by the written records of the Recipient; (e) disclosed by the
Recipient with the prior written approval of the Discloser; or (f) which is required to be
disclosed by law, a government agency or an order of a court, provided that the Recipient shall
undertake best efforts to provide written notice to the Discloser of such legally compelled
disclosure, to the extent permitted by applicable law, so as to enable the Discloser to obtain an
appropriate protective order limiting such disclosure.

6. DISCLAIMERS. Confidential Information disclosed hereunder is provided “as-is” without

warranty of any kind whether express or implied, including, without limitation, implied
warranties of accuracy, completeness, merchantability, fitness for a particular purpose, non-
infringement or any warranties arising from the course of dealing, trade usage or trade practice.
The Recipient is responsible for making its own evaluation of such Confidential Information.
The execution of this Agreement does not establish a partnership, joint venture or principal
agent relationship between the Parties and neither Party shall so represent itself. It is
acknowledged and agreed that no contract or agreement exists between the Parties regarding
the Purpose unless and until a definitive agreement has been executed between the Parties.
Nothing herein shall obligate either Party to continue any discussions, consummate any
transaction or purchase any products or services of the other Party, and each Party reserves the
right, in its sole discretion, to terminate the discussions contemplated by this Agreement
concerning the Purpose.

7. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and
continue until the expiration of 3 (Three) years therefrom unless either Party terminates the
Agreement earlier by giving 30 (Thirty) days’ prior written notice to the other Party. The terms
of Clause 3 (Use and Non-disclosure), Clause 4 (Intellectual Property), Clause 8 (Return or
Destruction of Confidential Information), Clause 9 (Equitable Relief) Clause 10 (Non-
solicitation), and other such terms which by their nature should survive termination, shall
survive the termination of this Agreement.

8. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION. Upon termination of this

Agreement, or immediately upon written request by the Discloser, the Recipient shall return to

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 the Discloser or destroy (with written certification of such destruction), all Confidential
Information within 7 days in the manner directed by the Discloser.

9. EQUITABLE RELIEF. The Recipient agrees that a breach of this Agreement may result in
irreparable harm to the Discloser, for which damages would be an inadequate remedy.
Therefore, the Discloser shall, in addition to any and all other rights and remedies that may be
available to it in respect of such breach, be entitled to equitable relief in the form of a
restraining order, injunctive relief, specific performance and any other relief that may be
available to the Discloser from a court of competent jurisdiction.

10. NON-SOLICITATION. Neither Party shall, during the term of this Agreement, and for a period
of 1 (One) year after termination of this Agreement, directly or indirectly, solicit, employ,
engage or attempt to employ or engage or offer any employment either directly or indirectly, to
any employee, consultant, vendor, contractor or customer of the other Party.

11. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the
laws of India and the courts at Mumbai, Maharashtra India shall have exclusive jurisdiction
over matters arising out of or in relation to this Agreement.

12. Arbitration. All disputes that have not been satisfactorily resolved within 30 days of the
dispute, shall be referred to arbitration before a sole arbitrator to be jointly appointed by the
Parties. The arbitration shall be conducted in accordance with the Arbitration and Conciliation
Act, 1996. The Arbitration proceedings shall be held at Mumbai. The arbitration proceedings
shall be conducted in English language. Each Party shall co-operate in good faith to expedite
(to the maximum extent practicable) the conduct of any arbitral proceedings commenced under
this Agreement.

13. ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the entire understanding
between the Parties with regard to the subject matter herein and supersedes all prior
representations, agreements, negotiations or understandings in this regard. Any amendment or
modification of this Agreement must be in writing and signed by authorized representatives of
both Parties.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Non-Disclosure Agreement has been executed by the Parties or their
duly authorized representatives on the Date first above written.

Signed and delivered for and on behalf of Kiranakart Technologies Private Limited

_________________________________________

Name:

Designation:

Signed and delivered for and on behalf of ________________

__________________________________________

Name:

Designation:

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