AGRttMtNJ

NONOMPtTlTlON ANDNONSOLICITATIQN
This Confidentiality, Non-Competition and NonSolicitation Agreement (this "Agreement") is entered into
as Of 2029 (the "Effective Date") by and between CARS24 SERVICES PRIVATE
LIMITED, a company incorporated under the Companies Act, 2013 having registered office at 10th Floor,
Tower- B, Unitech Cyber Gurugtam, Haryana, India 122001 (the "Companf'), and
an employee ot the Company (the "Employee"). The above parties may be referred
to singularly as a "Party" or collectively as the "Parties".

The Company appointed the Employee as ursuant to the terms and conditions
of Employment Agreement executed between the Parties on thelQ_day of 2023 (the
"Employment Agreement"). In connection with the Employee's duties under the Employment Agreement,
the Company may disclose to the Employee certain confidential and proprietary information unique and
valuable to its ongoing business operations.

In consideration of the Employee's employment by the Company and the covenants and mutual
promises contained herein, the Parties agree as follows:

Confidential Information. The.term "Confidential Information" as used in this Agreement shall

mean any data, information,or knowledge about the Company or its customers, prospective
customers, and/or suppliers that are not generally known or available to the public and which is
or should reasonably be understoodto be confidential or proprietary information and shall
include but not be limited to:

a. the terms of this Agreement, except as necessary to inform a subsequent employer of the
restrictive covenants contained herein;

b. the CompanVs business or operational plans or activities, existing or contemplated

markets, advertising initiatives, methods of operation, products, or services;

c. the Company's financial projections, including but not limited to, annual sales forecasts
and targets and any computation(s) of the market share of customers and/or customer
prospects;

d. the Company's dealers, channel partners, suppliers, sellers, customers, prospective

customers, dealers or logistics data;

the Company's customer, dealer, channel partner or supplier lists, cost of goods or
services, profits and losses, budgeting, past or future sales, or financial information;

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 the account terms
and pricing upon which the Company obtains produr.ts and
from its suppliers;

g. the tern'S and pricing of

services rendered by the Company to itg tustornorg;

h. the Company's existing ot

contemplated dosigng, mod"tq ot platforms, formulas,
research, notes, or analytical data;

the Company's emplovccs, salaries, job related functions. duties or responsibilities,

the Company's Intellectual Property including copyrights, trademarks, trade 'secrets,

patents. trade nantes, moral tights. or any other tangible or intangible rights, whether
registered or unregistered; and

k. the Company's technical systems, processes, methods, algorithms, know how,

schematics, designs, software source or object code, compressed or uncompressed
btnanes. inventions, patents or patent applications or illustrations.

All application data, documents, written presentations, brochures, drawings, memoranda, notes,
records, files, correspondence,manuals, models, specifications, computer programs, e-mail,
electronic databases, maps, drawings, architectural renditions, models and all other writings or
materials of any type including or embodying any Confidential Information shall be deemed
Confidential Informationand be subject to the same restrictions on disclosure applicable to
Confidential Information pursuant to this Agreement.

2. Exclusions to Confidential Information. The obligation of confidentiality with respect to the

Confidential Information will not apply to any information:

a. that is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by the Employee;

b. that is disclosed by the Employee with the Company's prior written permission and
approval;

that is independently developed by the Employee prior to disclosure by the Company and
without the use and benefit of any of the Company's Confidential Information; or

d. that the Employeeis legally compelled by applicable law, by any court, governmental
agency, or regulatory authority to disclose but only if, to the extent lawful, the Employee
gives prompt written notice of that fact to the Company prior to disclosure so that
the
Company provided further that the Employee may disclose only such portion
of the
Confidential Information which it is legally obligated to disclose.

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 3. Obligation to Maintain Confidentiality.
With respect to the Confidential Information:
a. The Employee agrees to keep the
Confidential Information in strict confidence, to protect
the security, integrity, and confidentiality of such information and to not permit
unauthorized acccss to or unauthorizcd usc, disclosure, publication, or dissemination of
Confidential Information.

b. Confidential Information is and will remain the sole and exclusive property of the
Company and will not be disclosed or revealed by the Employee, except (i) to other
employees of the Company who have a need to know such information and agree to be
bound by the terms of this Agreement or (ii) with the CompanVs express prior written
consent.

c. The Employee agrees that it shall use the Company's Confidential Information only to
carry out the work assigned to him.

d. Upon termination of this Agreement or at the request of the Company, the Employee will
ensure that all Confidential Information and all documents, memoranda, notes and other
writings or electronic records prepared by the Employee that include or reflect any
Confidential Information in the Employee's actual or constructive possession are returned
to the Company immediately or are destroyed.

This obligation not to disclose Confidential Information shall remain in effect and survive
the termination of this Agreement.

4. Business Opportunities Non-Compete and Non-Solicitation.

4.1 Business Opportunities: The Employee undertakes to direct all commercial opportunities related
to the Company's business to the Company. The Employee shall not engage in any other business
activity which (i) interferes with the performance of his duties hereunder, or (ii) creates a conflict
of interest or the appearance of a conflict of interest.

4.2 Competition. The Employee covenants and agrees that, during the term of his employment with
the Company and for [1 year] after the terminationthereof, regardless of the reason for the
employment termination, the Employee shall not, directly or indirectly: (i) be engaged or
employed in or provide technical, commercial or professional advice to any other business,
enterprise or venture, undertaking engaged or proposed to be engaged in a business that
competes with or is similar to the business of the Company in any capacity (as owner, employee,
consultant, contractor, officer, director, lender, investor, agent, or otherwise); (ii) acquire shares
or securities or interest of any person engaged in any business that competes with or is similar to
the Business of the Company.

4.3 Non-Solicitation of Customers, Customer Prospects, and Vendors. The Employee covenant

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 and agrees that during the
CARY
term of his employment with the Company and for (2 yoare,lafter the
termination thereof, regardless of the
reason for the employment termination, the Employee shall
not, directly or indirectly solicit
or attempt to solicit any customer, prospective customer, supplier,
rcprescntativc, agent or business contact
of the Company.
4.4 Non-Solicitation of Employees. the Cmployee further covenants and agrees that during the term
of employment with the Company and for Il
year) after the termination thereof, regardless of the
reason for the employment termination,the Cmployoewill not. directly or indirectly, recruit,
solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the Company, to
terminate their employment relationship with the Company.

4.5 The Employee acknowledges and agrees that the above restrictions are considered reasonable for
the legitimate protection of the Confidential Information, business and goodwill of the Company,
and in the event that any such restriction should be found to be void or unenforceable, but would
be valid and enforceableif some part thereof was deleted or the scope, period or area of
application were reduced, the above restrictionsshall apply with the deletion of such words or
such reduction of scope, period or area of application as may be required to make the restrictions
contained in this Clause 4 valid and effective.

s. Intellectual Property. The Employee agrees and undertakes that:

a. Ownership of, and all right, title, and interest in, all work product, improvements,
developments, discoveries, proprietary information, trademarks, trade names, logos, art
work, slogans, know-how, processes, methods, trade secrets, source code, application
development, designs, drawings, plans, business plans or models, blue prints (whether or
not registrable and whether or not design rights subsist in them), utility models, works in
which copyright may subsist (including computer software and preparatory and design
materials thereof), inventions (whether patentable or not, and whether or not patent
protection has been applied for or granted), all patents obtained in any jurisdiction and
any applications therefor and all underlying patent rights, reissues, divisions, renewals,
extensions, continuations and continuations-in-part thereof, and all other intellectual
propertythroughoutthe world, in and for all languages,including but not limited to
computerand human languagesdevelopedor created from time to time by or for the
Company by the Employee, whether before or after commencement of employment with
the Company (Intellectual Property) shall vest absolutely in the Company.

b. All Intellectual Property created by the Employee shall be regarded as having been made
under a contract of service.

c. In considerationof his employment with the Company, the Employee hereby transfers
and assigns in favor of the Company, all rights, title and interest in and to all the

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 Intellectual Property, together with
the rights to sublicense or transfer any and all rights
assigned hereunder to third parties, in
perpetuity. The Employee agrees that such
assignment shall be perpetual, worldwide and royalty
free.

d. Notwithstanding the provisions of Section 19(4) of the Copyright Act, 1957, such
assignment in so far as it relates to copyrightable material shall not lapse nor the rights
transferred therein revert to the Employee, even if the Company does not exercise the
rights under the assignment within a period of 1 year from the date of assignment. The
Employee further acknowledges and agrees that he shall waive any right to and shall not
raise any objection or claims with respect to the assignment, pursuant to Section 19A of
the Copyright Act, 1957. The Employeealso agrees to assist and cooperate with the
Company in perfecting the Company's rights in the Intellectual Property.

The Employee shall forthwith communicate to the Company and transfer to the Company
the exclusive benefit of all inventions, discoveries and improvements which he may make
or discover during the continuance of his engagement relating to the CompanVs business
and shall give full information as to the exact mode of working and usage of the same and
also all such explanation and instructions, to the officers and employees of the Company
as may be necessary to enable them to work the same effectively and shall, at the expense
of the Company, furnish it with all necessary plans, drawings and models.

The Employeeshall, whenever requestedso to do by the Company whether during or

after the termination of employment hereunder, at the cost of the Company execute and
sign any and all applications, assignments and other instruments which the Company may
deem necessary or advisable in order to apply for and to obtain letters, patent, design,
registration or other forms of protection for the aforesaid improvements, inventions and
discoveries in such countries as the Company may direct and to vest in the Company the
whole, right, title and interest therein.

The obligationsset out under this Clause 5 shall remain in effect and survive the
Employee's termination of employment by the Company.

6. Indemnity. The Employee agrees to indemnify and keep indemnified the Company, its employees,
officers, directors, management, business partners, customers or representatives ("Indemnified
Persons"), as the case may be, against all losses, damages, claims, interests, costs, expenses,
liabilities, proceedings and demands which the Company may suffer or incur or which may be
made against the Company as a result of acts or omissions of the Employee during the course of
employment including but not limited to: (i) a material breach of the Employment Agreement, (ii)
a material breach of this Agreement; and (iii) any act or omission by the Employee
that is injurious
to the reputation of the Company including but not limited to any
criminal offences committed by
the Employee.

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 7. Training Costs. Notwithstanding
anything contained in this Agreement, the Employee
acknowledges that immediately following
the execution of this Agreement, the Employee shall be
required to undergo training at the
Company's cost and expense to provide the Employee with
the necessary knowledge to perform
his duties. The Cmployee acknowledges that the Company
shall incur significant expenses and resources
in providing such training to the Employee. In
consideration of the Company meeting the costs of such training, the Employee undertakes to
reimburse to the Employer a reasonable amount if the Employee resigns from the employment of
the Company within 6 months from the date of this Agreement.

To the extent permitted by law, the Employee agrees that the Company mav deduct such sum
due under the terms of this Agreement from his/her wages or from any other allowances,
expenses or other payments due to the Employee. The Parties agree that the amount payable to
the Company under this Clause 7 is a genuine pre-estimate of the loss that the Company shall
suffer as a result of the termination of the Employee's employment and is not intended to act as
a penalty on the Employeeupon termination of his/her agreement.

8. Disclaimer. There is no representation or warranty, express or implied, made by the Company as

to the accuracy or completeness of any of its Confidential Information.

9. Remedies. The Employee acknowledges that use or disclosure of any confidential and proprietary
information in a manner inconsistentwith this Agreement will give rise to irreparable injury for
which damages would not be an adequateremedy.Accordingly, in addition to any other legal
remedies which may be available at law or in equity, the Company shall be entitled to equitable
or injunctive relief against the unauthorized use or disclosure of the Confidential Information. The
Company shall be entitled to pursue any other legally permissible remedy available as a result of
such breach, including but not limited to damages, both direct and consequential. In any action
brought by the Company under this Section, the Company shall be entitled to recover its
attorney's fees and costs from Employee.

10, NoticesmAll notices.given under this.Agreement must be in writing. A notice is.effective upon
receipt and shall be sent via one of the following methods: email, delivery in person, overnight
courier service, registered mail, postage prepaid, return receipt requested, addressed to the Party
to be notified at the below address or in the case of either Party, to such other party, address as
such Party may designate upon reasonable notice to the other Party.

Company:
Authorized Signatory
Cars24 Services Private Limited
10th Floor, Tower- B, Unitech Cyber Park,Sector-39, Gurugram,
Haryana - 122001
Email ID: [email protected]

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 Employee:
CARY
[Employee Full Namel
(Present
Address) —26 010
[Personal Email ID)
•
[ContactNumberl 81 60
11. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceablc in any rcspcct undcr any applicablc law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provjsjon or any
other jurisdiction, but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12. Termination. The foregoing commitmentsof each party shall survive any terminationof the
relationship between the parties and shall continue in full force and effect after the termination
of this Agreement and the termination of the Employee's employment with the Company.

13. Amendment and Waiver. This Agreement may be amended or modified in writing by an
agreement signed by both Parties. No waiver of any of the provisions of this Agreement shall be
deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure
to insist upon strict compliance with any of the terms and conditions of this Agreement shall not
be deemed a waiver of any such terms or conditions.

14. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be
deemed to be an original and both of which taken together shall constitute one and the same
agreement.

15. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of
the Republic of India. Any dispute arising from this Agreement shall be referred to arbitration
consisting of sole arbitrator to be appointed by the Company. Place and seat of arbitration shall
be New Delhi and the language of arbitration proceedings wiii be English. The award passed by
the Arbitration Tribunal shall be final and binding upon both the parties.

16. Entire Agreement. This Agreement along with the Employment Agreement constitutes the entire
agreement between the Parties and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, regarding the subject matter hereof. Further,
the Employee acknowledges and agrees that, as of the date of this Agreement, the Employee has
no former claims of any nature, whatsoever against the Company.

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 24
CARS
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written
above.

EMPLOYEE NAME AND SIGNATORY:

CM p,) 459-010
Permanent MB-26 , Vacna nuoc./
Address:
PersonalEmailID: • CT")
ContactDetails: q q 8 1B o
(M sP) 4520)
0
Communication/Present
Address:M g Y)CtD6-C )Yndm_

COMPANY:

FOR CARS24 SERVICES PRIVATE LIMITED

AUTHORIZED SIGNATORY