Confidential

MASTER SERVICE AGREEMENT

This Master Service Agreement (“MSA”) together with the Statement of Work (“SoW”) entered
into between the Parties from time to time (collectively, the “Agreement”) is made and entered
into on [--date----] having an effective date of [--date---] (the “Effective Date”) by and between

Zomato Limited (formerly known as Zomato Private Limited and Zomato Media Private
Limited), a company incorporated under the Companies Act, 1956, and having its registered
office at GF-12A, 94, Meghdoot, Nehru Place, New Delhi-110020, and corporate office at
Ground Floor, Tower C, Vipul Tech Square, Golf Course Road, Sector 43, Gurugram 122009
(“Zomato”, which term, wherever the context admits or permits, shall mean and include its
successors and permitted assigns) of the ONE PART; and

[---company name----], a company incorporated under the Companies Act, 2013 or previous
company law and having its registered office at [---address---] (the “Service Provider”, which
term, wherever the context admits or permits, shall mean and include its successors and
permitted assigns) of the OTHER PART

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

WHEREAS:

A. Zomato is engaged, inter alia, in the business of operating an online restaurant search
and discovery platform whereby customers have the option to place online orders with
Zomato, for home delivery and take away, and/or purchase the subscription-based
program/product of Zomato, which allows customers to avail offers at various restaurants
partnered with Zomato, through its website www.Zomato.com and mobile application
under the brand name of Zomato (collectively known as “Zomato Platform”).

B. The Service Provider is engaged in the business of [---type of services---].

C. Relying upon the representations, warranties and assurances made by the Service
Provider to Zomato, Zomato has agreed to avail the services as set out in the SoW
(“Services”).

D. The Parties hereby wish to enter into the Agreement in accordance with the terms and
conditions mentioned herein.

AND WHEREAS THE PARTIES ARE ENTERING INTO THIS AGREEMENT ON THE
FOLLOWING TERMS:

1. SCOPE OF SERVICES

Zomato hereby engages the Service Provider to provide the Services more specifically
described in the SoW on a “non-exclusive” basis at such locations in India as instructed by
Zomato, from time to time.

2. TERM
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2.1 Unless terminated earlier in accordance with provisions of this Agreement, this Agreement
shall come into effect on the Effective Date and continue to remain in force until
terminated by either Party in accordance with the terms hereof (“Term”).

3. PAYMENT OF CONSIDERATION

3.1 In consideration of the Services to be provided by the Service Provider and performance
of the terms and conditions of this Agreement, Zomato shall pay to the Service Provider
the fee basis the rate cards (“Runnr Buddy rate card”) as set out in the SoW (“Fee”) and
in the manner prescribed herein.
Runnr Buddy rate card shall mean rates specified for every delivery milestone for
successful deliveries within a set timeline, mutually agreed between Zomato and Service
Provider in consideration of the Services provided by Service Provider in accordance with
the terms of this Agreement.

3.2 Except as may be specifically provided in this Agreement, the Fee payable shall be
inclusive of all costs, expenses, etc. which may be incurred by the Service Provider in
relation to the performance of the Services.

3.3 The Service Provider to raise invoices containing such particulars as may be prescribed
under the GST Act and Rules thereunder, as amended from time to time. The billing
address will be Zomato's office address as per the GST registration, which will be
applicable as per the rules prescribed under GST. The details for Zomato's GSTIN
registrations are as available on www.zomato.com/licenses. Further, the payment of such
invoices will be made by Zomato only after the benefit of the input tax credit reflects on the
GSTR2A portal of the Zomato. Any delay or default on part of Service Provider to transfer
the input tax credit to the Zomato shall be adjusted by the Zomato in the subsequent
invoices. In the event that there are no subsequent invoices against which such amounts
of input tax credit are to be adjusted, Zomato shall raise an invoice for recovery of such
input tax credit to Service Provider and Service Provider shall make payment of such
invoice within 7 (seven) days of receipt of the invoice.

3.4 The billing address will be Zomato's office address as per the GST registration, which will
be applicable as per the rules prescribed under GST. The details for Zomato's GSTIN
registrations are as available on www.zomato.com/licenses.

3.5 Zomato shall claim the credit for the invoice issued as per the applicable GST laws. In
event of denial of input tax credit to Zomato on the invoice, on account of any non-
payment of taxes or non-compliance by the Service Provider with the GST laws, Zomato
shall be entitled to recover from the Service Provider the amount of tax credit as
mentioned on the invoice along with an interest at the rate of 18% per annum.

3.6 The Service Provider represents and warrants that it shall comply with the GST laws and
other indirect tax laws and the requirements therein.

3.7 If as per the applicable tax laws, Zomato is liable to deduct TDS on payments made to
Service Provider, then Zomato shall make payment net of such TDS and shall provide a
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proof of such TDS deduction within reasonable time. Service Provider shall raise any
disputes on TDS credit within 90 days from the date of receipt of payment.

3.8 The Service Provider undertakes not to make any claim from Zomato regarding any
additional costs, expenses or extension of the Services beyond those that have been
specifically authorized in writing by Zomato. The Service Provider shall not be entitled to
receive any other compensation whatsoever except the payments mentioned in the
relevant invoices and the said payments shall be in consideration of all the obligations,
services, and facilities agreed to be rendered or provided by the Service Provider
pursuant to this Agreement.

3.9 In relation to any new/ additional taxes that may be imposed by authorities hereinafter and
payable in relation to the Services rendered hereunder, each Party shall bear and pay
such taxes as such Party is legally required to bear and pay.

3.10 If Zomato in good faith disputes any portion of any invoice, Zomato shall submit to Service
Provider within ten (10) calendar days following receipt of invoice, written documentation
identifying and substantiating the disputed amount. Service Provider and Zomato agree to
use their respective commercially reasonable efforts to resolve any dispute within ten (10)
calendar days after Service Provider receives written notice of dispute from Zomato. Any
disputed amounts resolved in favor of Zomato shall be noted on the next invoice following
resolution of the dispute. Any disputed amounts determined to be payable to Service
Provider shall be due within fifteen (15) calendar days of the resolution of the dispute.
Notwithstanding anything contained herein, all payments in respect of undisputed portion
of the invoice and undisputed invoices shall be payable by Zomato within forty-five (45)
calendar days of receipt of respective invoice.

4. OBLIGATIONS OF THE SERVICE PROVIDER

4.1 Service Provider will render its Services with degree of skill, care and diligence normally
provided for in work of a similar nature and will comply and observe all applicable laws
and regulations in the performance of its Services. Zomato will provide access to its
information, property and personnel as may be reasonably required in order to permit the
Service Provider to perform the Services.

4.2 Service Provider shall perform such obligations as set forth in the respective SoW.

5. REPRESENTATION AND WARRANTIES

5.1 The Service Provider represents and warrants that the Service Provider has all requisite
power and authority to deliver and perform the obligations set out herein this Agreement.

5.2 The Service Provider represents and warrants that entering into and performance of the
obligations contemplated by this Agreement does not and will not conflict with any law or
regulation applicable to the Service Provider or any guidelines, rules, regulations including
any judicial, official, governmental and/or statutory and/or regulatory orders and/or
judgments whether interim, final or otherwise or with any other contract to which the
Service Provider is a party.
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5.3 The Service Provider represents and warrants that it has obtained all necessary licenses,
consents, approvals etc. required to perform its obligation under the Agreement, and shall
not cause Zomato to be in violation of the applicable laws and/or regulations.

6. TERMINATION

6.1 This Agreement may be terminated by Zomato, without cause and without liability, by
giving fifteen (15) days’ written notice of such termination to the Service Provider. Service
Provider may terminate this Agreement by giving thirty (30) days written notice of such
termination to Zomato.

6.2 Zomato may terminate this Agreement, with immediate effect, if the Service Provider:
a) fails to cure any breach of any of the provisions of this Agreement within a period of 24 hours
from the date of receipt of a written notice of such breach;
b) commits a breach of any of the provisions of this Agreement that is not capable of being cured;
or
c) ceases to carry on business or becomes insolvent.
6.3 Effect of Termination: Upon the effective date of termination of this Agreement, all legal
obligations, rights and duties arising out of this Agreement shall terminate except for such
legal obligations, rights and duties as shall have accrued prior to the effective date of
termination and except as otherwise expressly provided in this Agreement.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Each Party shall retain their respective rights, title and interest in their patents, copyrights,
trademarks, proprietary marks and/or licensed software, service marks, trade secrets and
any other form of intellectual property ("Intellectual Property Rights"). All Intellectual
Property Rights created and/or generated pursuant to the Agreement (“Generated IPR”)
shall be owned by Zomato, unless agreed otherwise in writing. Service Provider hereby
irrevocable waives all rights and claims in the Generated IPR, including without limitation,
rights of title, license, interest etc.

7.2 The Parties further agree that neither Party shall acquire any right whatsoever, through
use in commerce or otherwise, in the Intellectual Property Rights of the other Party on
account of the limited permitted use as per the terms of this Agreement. All such rights
pertaining to use and title of all Intellectual Property Rights of Zomato and Service
provider shall exclusively vest with Zomato and Service Provider respectively.

7.3 No Party may, under any circumstances, seek to register any trademark, business name,
business processes, inventions, company name, domain name using or incorporating the
Intellectual Property of the other Party and each Party acknowledges that upon expiry or
termination of this agreement, it shall have no right whatsoever in connection with the
Intellectual Property Rights of the other Party.

8. CONFIDENTIALITY

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8.1 The receiving Party shall not disclose the proprietary information, trade secrets, business plans,
marketing plans, or such other information that may be categorized as confidential from its nature
that may or may not be marked or designated as confidential (“Confidential Information”)
belonging to the other Party or any of its affiliate companies, to any third parties, without the
express prior written consent of disclosing Party. The receiving Party shall use all reasonable
efforts to maintain the confidentiality of all the Confidential Information of the disclosing Party
that is in its possession or control, but in no event less than the efforts that it ordinarily uses with
respect to its own Confidential Information. Each Party shall restrict all Confidential Information to
its employees on a “need to know” basis and apprise them of the confidentiality requirements
hereunder. This clause shall not apply to information that is:

(a) already lawfully available in the public domain; or

(b) lawfully known to the receiving Party at the time of disclosure; or
(c) lawfully obtained by the receiving Party on a non-confidential basis from a third party.

8.2 Upon termination or expiration of this Agreement, the receiving Party shall return or destroy all the
Confidential Information kept in its possession to the disclosing Party and furnish a proof of such
destruction of the Confidential Information. For any Confidential Information, which is not
commercially practicable to be returned or destroyed shall continue to be bound by this obligation
of confidentiality post expiration or termination of this Agreement.

8.3 The obligations in this section of the MSA shall survive for a period of six (6) months beyond
termination of the Agreement.

9. PERSONAL DATA

Service Provider shall comply with the applicable data protection laws and shall be solely
liable to the fullest extent permitted by applicable laws for any use/misuse of personal
data accessed, collected and/or archived either by itself or by a third party pursuant to
Service Provider’s performance of its obligations under this Agreement. Service Provider’s
obligations mentioned in this section shall survive termination of the Agreement.

10. INDEPENDENT PARTIES

This Agreement is on a "principal to principal" basis and the Parties are independent of
each other and nothing contained herein is intended to or shall be deemed to create any
partnership, joint venture, employment or relationship of principal and agent between the
Parties hereto or between Zomato and Service Provider or their respective
representatives and employees or to provide any of the Parties with any right, power or
authority, whether express or implied to create any such duty or obligation on behalf of the
other Party.

11. INDEMNITY

Service Provider hereby indemnifies defends and holds harmless Zomato, its affiliates and other
officers, directors, employees, agents, successors and assigns, from and against any and all costs,
losses, damages, lawsuits, deficiencies, claims and expenses (including court costs and reasonable
attorney’s fees) incurred or suffered by Zomato in connection with or arising out of or resulting
from or incidental to (i) any action or omission on the part of Service Provider or any of its officers,
employees or representatives; (ii) any violation of applicable laws by the Service Provider,
including without limitation, applicable data protection laws and intellectual property rights; (iii)
breach of any of the obligations, representations and/or warranties set out in this Agreement by
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Service Provider or any of its officers, employees or representatives; (iv) any loss caused to
Zomato due to fraud, negligence or misconduct of the Service Provider or any of its officers,
employees or representatives; and / or (v) any harm to the properties, reputation and goodwill of
Zomato directly attributable to the acts or omissions of the Service Provider or any of its officers,
employees or representatives.

12. LIMITATION OF LIABILITY

In no event or any circumstance shall Zomato, its affiliates, successors, agents, assigns,
and each of their directors, officers, employees, associates, agents, and representatives
be liable to the Service Provider in contract, tort or otherwise for indirect, special,
incidental, exemplary, punitive, or consequential damages of any kind whatsoever even if
advised of the possibility of such damages. Notwithstanding anything contrary contained
elsewhere in the Agreement, the total cumulative liability of Zomato to the Service
Provider or to any person claiming under or through it, shall not exceed an amount of INR
5000/- for any claim that may arise under or in connection to this Agreement.

13. MISCELLANEOUS

13.1 Severability: In the event that any provisions or any part of any provision of this
Agreement shall be void or unenforceable for any reason whatsoever, then such
provisions shall be stricken and shall be of no force and effect, and to the extent possible,
shall be replaced by similar provisions or parts which are not void and/or are enforceable.

13.2 Amendments: This Agreement shall not be amended except by written agreement signed
by both the Parties.

Notwithstanding anything otherwise contained herein, any changes made to the Runnr
Buddy rate card shall be notified by Zomato to the Service Provider from time-to-time, on
the registered email ID of the Service Provider or via an in-app notification on the Runnr
Buddy App. The revised rate card shall be effective from the date on which it is notified to
the Service Provider.

13.3 Compliance: The Parties will not be bound to comply with any provisions of this Agreement if
such compliance would be in contravention or contradictory to the law of the land. In such a
circumstance the Parties will inform each other immediately and take necessary steps to comply
with the law of the land.

13.4 Inadequacy of Damages: Without prejudice to any other rights or remedies that Zomato may have,
the Service Provider acknowledges and agrees that damages alone would not be an adequate
remedy for any breach of the terms of this Agreement by the Service Provider and Zomato shall be
entitled to the remedies of injunction, specific performance or other equitable relief for any
threatened or actual breach of the terms of this Agreement.

13.5 Notices: Any notice or communication under or in connection with this Agreement shall be given
or sent by electronic mail, courier or personal delivery at the respective address of the Parties set
out herein below or at any other revised addresses which may be notified, in writing, against clear
acknowledgement by Parties at a later date.

For Zomato:
Attention: Legal Team
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Address: Ground Floor, Tower C, Vipul Tech Square, Golf Course Road, Sector 43, Gurugram
122009
E-mail: legal@zomato.com

For Service Provider:

Attention: [--vendor name---]
Address: [---address---]

13.6 Entire Agreement: This Agreement, including the recitals, and annexures contains the entire
agreement of the Parties hereto with respect to the arrangement envisaged under this Agreement
and the inter-se rights and obligations of the Parties, superseding all negotiations, prior agreements,
discussions, memoranda or heads of agreements made prior to the date hereof amongst the Parties.

13.7 Section Headings: The section headings of this Agreement are for convenience of reference only
and shall not be deemed to alter or affect any provisions hereof.

13.8 No Third Party Rights: Nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on any persons other than the
Parties to it and their respective successors and assigns, nor is anything in this Agreement intended
to relieve or discharge the obligation or liability of any third persons to any Party to this
Agreement, nor shall any provisions give any third persons any right of subrogation or action over
and against any Party to this Agreement.

13.9 Assignment: Service Provider shall not assign any of its rights and obligations or transfer by
novation of its rights and obligations under the Agreement without a prior written approval of
Zomato.

13.10 Force Majeure: Neither Party will be liable for any default or delay in the performance of its
obligations under this Agreement, if and to the extent such default or delay is caused by fire, flood,
earthquake, elements of nature or acts of God; wars, terrorist acts, site-specific terrorist threats,
revolutions, lockdown or pandemic.

14. Non-Solicitation:

Service Provider agrees that for during the term of the Agreement and for a period of one
(1) year thereafter, Service Provider shall not divert or attempt to divert from Zomato any
business of any kind in which it is engaged, including, without limitation, the solicitation of
or interference with any of its employees, suppliers or customers.

15. Anti-Bribery:

Service Provider agrees that in connection with the provision of the Services, Service
Provider shall abstain from giving or receiving gifts, including without limitation, travel or
entertainment. Service Provider acknowledges that it has not violated and undertakes that
it will not violate any applicable anti-corruption and anti-bribery laws and regulations in
force in the jurisdiction where either Party is domiciled and/or operates, as well as any
anti-corruption and/or anti-bribery laws and regulations of other jurisdictions that may be
applicable to the transactions contemplated under this Agreement (hereinafter referred to
as the "Anti-Corruption Law"). Service Provider agrees that it has not and undertakes that
it shall not engage in any conduct that may be in violation of the applicable anti-corruption
and/or anti-bribery laws, including without limitation, making of payments or transfers or
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the promise of payment or transfers of value, offers, promises or giving of any financial or
other advantage, or requests, agreements to receive or acceptances of any financial or
other advantage, either tangible or intangible, including gifts or kick-backs, or permitting or
authorizing any of the aforesaid acts, either directly or indirectly, which have the purpose
or effect of public or commercial bribery or acceptance of or acquiescence in bribery,
extortion, facilitation payments or other unlawful or improper means of obtaining or
retaining business, commercial advantage or the improper performance of any function or
activity. Service Provider shall procure the compliance with the above obligations from its
associated persons, officers, employees, agents, subcontractors or independent service
providers as may be used for the fulfilment of its obligations under this Agreement. If
Service Provider gains knowledge of any conduct by any of its associated persons,
officers, employees, agents, subcontractors or independent service providers which
constitutes the actions as set out above, or if it has reasonable suspicion of the existence
of such conduct, it shall immediately inform Zomato of such knowledge and provide
Zomato with information it may reasonably require regarding such conduct.

Zomato shall have the right to suspend or terminate this Agreement forthwith without any
liability to Service Provider in the event of a breach by the Service Provider of this clause.
The above mentioned right of termination is without prejudice and in addition to any other
right and/or remedy that Zomato may have under the applicable laws.

16. Governing law and Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of India.
The Parties agree that any legal action or proceeding arising out of or in connection with
this Agreement may be brought in New Delhi and irrevocably submit to the jurisdiction of
the competent New Delhi courts/tribunals.

17. 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 Parties hereto have duly executed this Agreement on the day and year
first above written.

Zomato [--company name--]

Limited
Signature: Signature:
[--digital signature---]

Name: Rahul Arora Name: [--POC name---]

Title: Authorised Signatory Title: [---designation---]

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Date: Date: [---current date---]

Statement of Work (SoW)

This SoW is entered into between by and between Zomato and Service Provider pursuant to the MSA
dated [--current date--] entered into between the Parties.

Terms not defined herein shall derive their meanings from the MSA.

1. Scope of Services.

Service Provider shall source delivery executives/ personnel for delivery of orders placed by
customers on technology platform of the Client as required by the Client, from time to time in the area
designated by the Client (“Delivery Personnel”). The Service Provider shall perform a broad level of
services, including, but not limited to the following:

Delivery Personnel sourcing and onboarding – This will be an end to end on-boarding of Delivery
Personnel wherein the Service Provider shall do all the necessary acts from identifying and shortlisting
the Delivery Personnel to getting them on-boarded on the technology platform of the Client. The
Service Provider shall recommend the Delivery Personnel through the mobile application (“Runnr
Buddy App”) provided by the Client for the said purpose.

On-boarded Delivery Personnel shall mean a Delivery Personnel who has (i) successfully completed
the onboarding training for the functioning of the technology platform conducted by the Client and
installed the Client’s technology platform on his/her mobile phone; (ii) successfully passed the
background/ verification checks or any other checks that may be conducted by the Client, from time to
time; (iii) provided the following documents:

▪ PAN Card
▪ Proof of Address
▪ Driving License (if applicable*)
▪ Vehicle Registration proof (if applicable*)
▪ Cancelled Cheque Leaf/ Bank Passbook;

*This shall apply only if the Delivery Personnel opts to use a vehicle in order to fulfill the orders
placed by the customers on the technology platform of the Client.

Referral expiry: The referral will be considered as an expired referral post 30 days from the date of
being referred on the Runnr Buddy App. In such a case, Zomato won't be liable to pay any fee to the
Service Provider.

Re-referral cases: If the referral is not onboarded with Zomato as a Delivery Personnel after 35 days
from the date of referral provided by the Service Provider, Service Provider can re-refer the referral on
the Runnr Buddy App as a fresh/new referral.

2. Service Provider will be eligible for fee payment only if the Delivery Personnel has registered on
Zomato platform using the same phone number as referred by the Service Provider as a referral and
has completed the terms as per the Runnr Buddy rate card. The Onboarding process should be the
same as provided by Zomato. The Service Provider and Delivery Personnel shall be bound to comply
with the Onboarding specifications as provided by Zomato.

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3. Start date and end date of Services.

Start Date: [---effective date---]

End Date: Until terminated by Zomato in accordance with the terms of the MSA

4. Obligations of Zomato.

a) Shortlist and select the applicants sourced by the Service Provider for the role of Delivery
Personnel.
b) Share requirement of the Delivery Personnel for each location with the Service Provider from
time to time over email.
c) Share performance of the onboarded Delivery Personnel via email that may be required by the
Service Provider to raise an invoice.

5. Obligations of Service Provider.

a) Source and refer Delivery Personnel via technology platform of the Client and adhere to
eligibility criteria, privacy policy, and terms and conditions applicable to the Client.
b) Raise valid tax invoice at monthly cycle as per the performance report shared by the Client.

6. Fee payable to Service Provider.

In consideration of the Services provided by Service Provider in accordance with the terms of the
Agreement, the Client will pay to the Service Provider on the basis if the Delivery Personnel
completes successful deliveries, as per the defined Milestones specified in the Runnr Buddy rate card,
on technology platform of the Client within the specified timelines mentioned in the Runner Buddy
rate card from date of joining, agreed fees per Delivery Personnel shall be paid to the Service
Provider by the Client as mentioned in the Runnr Buddy rate card.

Any fee payable basis the rates setout in the Runnr Buddy rate cards shall be communicated to the
Service Provider by Zomato via email to the registered email ID of the Service Provider. All the fees
shall be paid basis the Payment Terms of this Agreement.

For the purposes of this Agreement, each successful delivery shall mean the fulfillment of delivery by
Delivery Personnel of an order placed by the user in accordance with the terms and conditions agreed
by the Delivery Personnel with Zomato under a separate agreement.

7. Payment Terms.

In consideration of the Services provided by Service Provider in accordance with the terms of the
Agreement, Zomato shall make payments for undisputed invoices within a period of 45 days from the
date of receipt of a valid tax invoice by Zomato.

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