Annexure B

Non-Disclosure, Non-Solicit, Non-Compete and Intellectual Property Rights Assignment

Agreement

This Non-Disclosure, Non-Solicit, Non-Compete and Intellectual Property Rights Assignment Agreement
("Agreement") is effective as of [START DATE].

BY AND BETWEEN:

Zolostays Property Solutions Pvt. Ltd., an Employer incorporated under the provisions of the Companies
Act, 2013 and having its registered office at #1190, 22ndcross, HSR Layout, Sector 3, Bangalore, KA -
560102, Karnataka., hereinafter referred to as “Employer”, (which shall be deemed to mean and include its
successors and assigns); and

Name:

Address:

_______________________________________________________________________________________
hereinafter referred to as “I” or “me” or “my” or “employee” (as the context may require), (which shall be
deemed to mean and include my heirs, legal representatives, executors and administrators).

1. GENERAL

We are working together to build a world-class organization. It is hence important that the atmosphere and
environment we create together enhances the potential and capability of each one of us. These service
conditions aim to build a strong professional work environment based on the strong foundations of integrity
and ethics.

I understand that I shall at all times maintain absolute integrity and devotion to duty. If I hold a senior or
managerial position, I shall take all possible steps to ensure the integrity and devotion to duty of all personnel
within my control and authority. I understand that I shall not act in a manner that is prejudicial to the interests
of, or that brings disrepute to, the Employer. At all times, I shall be bound by and shall comply with the Zolo
Code of Ethics and Professional Conduct of the Employer.

2. STATEMENT OF FACTS – VISIBLE PRACTICE OF INTEGRITY

I understand that the Employer’s offer to employ me is made based on, among other things, the proficiency of
professional skills that I have declared to possess as per my resume.
I shall not at any point in time furnish false information regarding personal details such as name, age, contact
address or professional information, including, but not limited to, qualifications, ability, previous service, or any
other matter germane to my employment with the Employer, at the time of employment or during the course
of employment. The employer has right to confirm the information provided by me at any time and from any
source. In the event that, at a later date, any of my statements/particulars are found to be false or misleading,
the Employer shall have the right to terminate my services forthwith.
I understand that I am expected to follow the letter and spirit of all applicable taxation laws, rules and
regulations and uphold the values of honesty and integrity in all of my actions. In the course of doing so, I
shall claim only actual expenses and ensure compliance with the applicable tax laws in letter and spirit.

Any enhancement of compensation and benefits will be based on my performance and would be at the
discretion of the Employer. In case my performance falls short of minimum standards set by the Employer,
the Employer shall have the right to terminate my employment forthwith.

3. CONFIDENTIALITY

I understand that, by virtue of my employment, I will acquire and be exposed to, have access to, make use of,
create and/or add to Proprietary Information and Personally Identifiable Information (“PII”, as hereinafter
defined). “Proprietary Information” includes all ideas, information, and materials, tangible or intangible, not
generally known to the public, relating in any manner to the business of the Employer, its personnel
(including partners, principals, members, officers or employees), clients and prospective clients, vendors,
suppliers, independent contractors, subcontractors, agents or others with whom the Employer does business
that I learn or acquire during the period of my employment with the Employer.

Proprietary Information therefore includes, but is not limited to, manuals, documents, research notes, drafts,
software, source code, methodologies, business processes, inventions, compilations of technical data,
databases, client or prospective client lists, information relating to the development or maintenance of client
relationships and goodwill, names of suppliers, specifications, designs, business or marketing plans,
forecasts, financial information, personnel information or lists, work in progress, and other technical or
business information, whether prepared by me or others for the Employer, or received by me or others for the
Employer. Proprietary Information does not include basic programming or accounting know-how that is
generally known and used within the software industry or accounting profession.

“PII” means information relating to an identified or identifiable natural person, excluding business contact
information, that I acquire, am exposed to, have access to, or make use of in connection with my
employment with the Employer, whether in written, oral, electronic, or other form, and any copies thereof. An
identifiable person is a person who can be identified, directly or indirectly, by reference to an identification
number or factors specific to his or her physical, physiological, mental, economic, cultural or social identity.
Examples of PII include, but are not limited to, the following: account number (bank account, credit card,
etc.), address, biometric identifier, license or identification number, date of birth, government identifiers (such
as social security numbers), name, personnel number, photograph or video identifiable to an individual,
vehicle identifier or serial number, and may also include other information related to an individual that may
directly or indirectly identify the individual (e.g. salary, performance rating, purchase history, call history, etc.)

I agree to hold in trust and confidence all Proprietary Information and Personally Identifiable Information
during and after the period of my employment with the Employer. I will not disclose any Proprietary
Information and Personally Identifiable Information to anyone outside the Employer without the prior written
approval of an Authorized Representative of the Employer, or use any Proprietary Information or Personally
Identifiable Information for any purpose other than for the benefit of the Employer as required by my
authorized duties for the Employer. Upon termination of my employment with the Employer (a) I will not
use or disclose Proprietary Information or Personally Identifiable Information, whether in documentary or
digital form or committed to memory or in any other form, for any purpose; (b) I will not retain or take with me
any Proprietary Information or Personally Identifiable Information in a tangible form; and (c) I will immediately
deliver to the Employer any Proprietary Information and Personally Identifiable Information in a tangible form
that I may then or thereafter hold or control. “Tangible” form includes written or graphic form, on a computer
disc, USB drive or other medium, on a website, or otherwise stored in or available through electronic or other
form.

I agree to keep confidential any information or manuals relating to the Employer’s compensation and benefits
schemes that may become known to me as an employee of the Employer. I agree to maintain the utmost
secrecy with regard to my compensation and benefits package and treat it as a highly individual and
confidential matter, not to be discussed with any colleague, other than my manager. I also agree to maintain
the utmost secrecy with regard to the compensation and benefits package of any other employee of the
Employer that becomes known to me during the course of employment and I shall not discuss it with any
colleague, except on a need-to-know basis.

I agree that during the term of my employment with the Employer, I shall not improperly use or disclose any
proprietary information or trade secrets of any former employer or other person or entity, and that I will not
bring into any of the premises maintained by the Employer or otherwise provide to the Employer any
unpublished document or proprietary information belonging to any such employer, person or entity without
the prior written authorization of such employer, person or entity. If I receive such an authorization, I will send
a copy to the Authorized Signatory.

4. EXTERNAL COMMUNICATIONS

I agree that I shall not, either directly or indirectly, during or after my employment, communicate to any public
papers, journals, pamphlets or leaflets, or cause to be disclosed at any time, either verbally or in writing, any
information or documents, official or otherwise, relating to the Employer including, without limitation, any
Proprietary Information or Personally Identifiable Information, except with the prior written approval of
management of the Employer.

5. INTELLECTUAL PROPERTY RIGHTS

I hereby agree that, except with respect to Personal Works (defined below), the Employer owns all rights, title,
and interest in and to all work performed, and all materials, creations, designs, technology, discoveries,
inventions, ideas, information, and other tangible or intangible matter (whether or not patentable or
copyrightable), conceived, developed or created by me, alone or with others, during the period of my
employment with the Employer, including, but not limited to, all related copyright, trade secret, patent,
trademark, and other intellectual property rights (the “Creations”) . To the maximum extent permitted by
applicable law, the Creations shall be deemed works made for hire under India copyright or applicable laws
or any equivalent laws of applicable foreign jurisdictions, and all rights, title, and interest in and to the
Creations shall vest automatically in the Employer.

I hereby assign and irrevocably agree to assign all right, title, and interest including, but not limited to, patent,
copyright, trade secret, trademark, and other proprietary rights, in and to such Creations to the Employer (as
to copyright, to the extent such Creations are held not to be works made for hire under applicable law). The
Employer will have the sole right, in its own name, to obtain, hold, register, and otherwise perfect, protect and
enforce (including bringing actions for past or future infringement of) all rights relating to the Creations,
including, but not limited to, any renewals or extensions thereof.

I will (a) promptly notify the Employer in writing of any Creations, and deliver to the Employer the tangible
form of all Creations (including any copies); and (b) provide the Employer and any person designated by the
Employer, at the expense of the Employer, any assistance and cooperation requested by the Employer to
obtain, hold, register, and otherwise perfect, protect, and enforce (including bringing actions for past or future
infringement of) all rights relating to the Creations, including, but not limited to, executing written instruments
and serving as a witness. If, in breach of my obligations under this Agreement, I use any Creations or
Proprietary Information in conceiving, developing or creating any materials, creations, designs, technology,
discoveries, inventions, ideas, information or other tangible or intangible matter after termination of my
employment with the Employer, I acknowledge and agree that such tangible or intangible matter constitutes,
at the sole discretion of the Employer, Creations subject to the assignment requirement, and the other terms
and conditions, of this Agreement.

Only a Creation that meets all of the following criteria would be considered a personal work (“Personal
Work”): (a) it is conceived, developed, and created by me on my own time without using the equipment,
supplies or facilities of the Employer or any Proprietary Information or other Creations, (b) it is unrelated to
the actual or reasonably anticipated business or research and development of the Employer of which I am or
become aware, and (c) it does not result from any work performed by me for the Employer. The obligations
noted above in paragraph 5 do not apply to Personal Works. I will not provide Employer with any Personal
Works without prior written authorization of the Employer.

Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and
any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) . If, despite
the above, I am deemed under applicable law to retain any rights including without limitation any Moral
Rights, I hereby waive, and agree to waive, all such rights. To the extent that such waivers are deemed
unenforceable under applicable law, I grant, and agree to grant, to the Employer or its designees the
exclusive, perpetual, irrevocable, worldwide and royalty-free license to use, modify and market such rights,
without identifying me or seeking my consent. I agree that my obligation to render any cooperation for the
foregoing shall continue even after termination of my relationship with the Employer.

Upon demand by the Employer, I shall immediately deliver /hand over all information/ material relating to the
Creations in my possession, in a tangible form and to the satisfaction of the Employer.

6. CONFLICT OF INTEREST
Any position with the Employer calls for whole time employment and I agree to devote myself exclusively to
the business of the Employer.
During my period of employment, I will not, directly or indirectly, participate in or in any way render services or

assistance to any business, whether or not for compensation, or engage in any conduct which might result in,
or create the appearance of using my position for private gain or other than for the benefit of the Employer, or
otherwise create a conflict, or the appearance of a conflict, of interest with the Employer. Such conduct shall
include, but not be limited to, having an undisclosed financial interest in any vendor or supplier of the

Employer, accepting payments of any kind or gifts other than of a nominal value from vendors, clients or
suppliers, or having any outside employment, having an undisclosed relationship with a family member or
other individual who is employed or associated with any entity in active or potential competition with the
Employer, and which creates a conflict of interest. I represent and warrant that I am not currently aware of
any present or past violation of this provision.

7. NON-SOLICITATION

The following non- solicitation provisions are designed to protect the investment of the Employer and in their
clients and employees, valid business needs in today’s competitive marketplace. Nevertheless, this
Agreement is not intended to limit an employee’s ability to pursue a professional career upon leaving the
Employer.

a. Non-Solicitation of Clients. I acknowledge that, because of the nature of my work for the Employer, my
solicitation or serving of certain clients related to my work for the Employer would necessarily involve the
unauthorized use or disclosure of Proprietary Information of the Employer, and the proprietary relationships
and goodwill of the Employer, and, in the case of my serving of certain clients, could compromise the full
compliance of the Employer with the laws, rules and regulations of India. Accordingly, during the period of my
employment with the Employer and for one year thereafter, I will not, directly or indirectly, solicit or provide
services to any client of the Employer to which I provided (or participated in a proposal to provide) services
during the two-year period prior to termination of my employment with the Employer. In this regard, I
acknowledge and agree that the market for the kinds of services I rendered or will render as part of my work
for the Employer reaches throughout, and in certain instances beyond, India and that the Proprietary
Information which has been and will be provided to me relates to similar kinds of services rendered by the
Employer throughout, and in certain instances beyond, India and therefore the geographic scope of this
Agreement is reasonable and is designed to protect the Employer’s legitimate business interests in the
preservation of Proprietary Information.

b. Non-Solicitation of Personnel. I acknowledge that, because of the nature of my work for the Employer,
my solicitation or hiring of any partner, principal, member, officer or employee of or any contractor to the
Employer, or my participation in their hiring, admission or retention, as the case may be, would necessarily
involve the unauthorized use or disclosure of Proprietary Information of the Employer, and the proprietary
relationships and goodwill of the Employer. Accordingly, during the period of my employment with the
Employer for one year thereafter, I will not, directly or indirectly, (a) solicit or attempt to solicit, or participate in
the solicitation of or any attempt to solicit any partner, principal, member, officer or employee of the Employer
to leave the Employer, or to join any firm or business with which I may be or become affiliated, or (b)
participate in the hiring or admission of any partner, principal, member, officer or employee of the Employer,
or (c) cause a contractor of the Employer to cease providing services to, with, or on behalf of the Employer.

8. NON-COMPETE
The following non-compete provisions are designed to protect the Employer and their clients and employees,
valid business needs in today’s competitive marketplace. A “Competitor” means (i) any Person who is,
directly or indirectly, engaged in any commercial activity which is the same as and/or substantially similar to
that of the Employer or which competes with the Employer; and/or (ii) any Person in Control of, Controlled by
or under common Control with and person (including but not limited to Competitors).

I agree that at no time during the term of my employment or within 2 years immediately following the
termination of my employment with the Employer, Zolostays Property Solutions Pvt. Ltd., will I :

(i) Carry on or participate (whether as a partner, shareholder, principal, agent, director, employee or
consultant) in any business and/or activity which is the same as or substantially similar to the Business other
than through the Company including in the business of any Competitor;

(ii) Render any services to a Competitor and/or Identified Competitor or enter into employment with any of the
Competitors;

9. AUTHORIZATION

Only employees of the Employer holding a senior or managerial position with the Employer will be authorized
by a specific power of attorney to sign legal documents, representing the Employer. Similarly, only such
authorized employees of the Employer may speak about the Employer, the business and plans, various
client-related projects etc.

10. SECURITY

Security of Proprietary Information, Personally Identifiable Information and other data are important aspects of
our business and a basic expectation of our clients. In recognition of this responsibility towards our clients and
business, I agree to adhere to the following conditions at all times:

Proprietary Information or Personally Identifiable Information is available to me on a need-to-know basis for

specified groups based on my roles and responsibilities. The network file server access is permitted on an
as-required basis only. Access to these is authorized through access privileges approved by designated
personnel of the Employer.

Internet access is available to me for completing my work responsibilities and browsing sites of professional
interest. I understand that I am expected to adhere to Employer requirements related to downloading of
copyright information, security of the Employer network and office decorum.

The communication security may be maintained by controlling physical access to computer systems,
disabling all workstation CD or floppy disk drives, and Employer-wide communications to heighten
awareness of the need for protection of intellectual property and sensitive customer information.

Access to the network, development environment and E-mail Server of the Employer is through an
individual’s password. In the interest of security, I agree to utilize this facility and maintain confidentiality of the
same.

In the interest of security, I shall not install, download, copy or duplicate any unauthorized or unlicensed
software, programs, games, attachments on any computer system of the Employer. I am expected to be
responsible for the security of official documents/ manuals and such material that may come to me during the
course of various assignments.
I am provided with a worktable and lockable storage space. I will ensure they are locked when unattended
and understand that a duplicate key will only be provided if I sign for it.
I am required to display my identity card to the security personnel of the Employer on demand and at all times
within the office premises.

11. USE OF EMPLOYER RESOURCES AND RETURN OF PROPERTY

I understand that I shall be responsible for the safekeeping and good condition and order of all the property of
the Employer that is entrusted to my care and charge. I may use the resources of the Employer only for
official purposes.

Unless otherwise agreed by the Employer in writing, upon termination of my employment for any reason, in
addition to the return of Proprietary Information and Personally Identifiable Information as set forth in
Paragraph 1, I agree to return to the Employer all Creations and all other property, equipment, credit cards,
documents, records, lists, files, and any and all other materials of the Employer including, without limitation,
computerized or electronic information that is in my possession or control as of the date on which my
employment is terminated, and all copies thereof in any form or media, created by, furnished to, obtained by
or prepared by me in the course of my employment (the “Property”).

The Property shall be delivered to the Employer at any location designated by the Employer at my expense,
within One (1) business day after the termination of my employment or on an alternate date designated by
the Employer. I further agree to allow the Employer to inspect any of my personal or home computers to
determine whether any Proprietary Information, Personally Identifiable Information or Property belonging to
the Employer resides on such computers and to permit the Employer to remove such Proprietary Information,
Personally Identifiable Information or Property from such computers.

12. NOTIFICATION

I agree that prior to accepting employment or affiliation with another firm or business, I will advise such firm or
business of my duties and obligations under this Agreement. After my employment with the Employer ends, I
agree that the Employer shall be permitted to advise any firm or business with which I have accepted an offer
of employment or affiliation concerning my duties and obligations under this Agreement.

13. FUTURE COOPERATION

Upon termination of my employment for any reason, I will cooperate with the Employer in all matters relating
to the completion of pending work on behalf of the Employer and the orderly transfer of work to
partners, principals, members, officers or employees of the Employer. I will also cooperate fully with the
Employer in connection with any threat of or actual legal proceeding against the Employer or any client,
customer or licenser of the Employer arising out of any matter with or of which I have had contact or
knowledge during my employment.

14. CERTIFICATION

I agree that during or after the period of my employment with the Employer I will, if requested, provide written
certification in such form as the Employer may require that I have complied with my obligations under this
Agreement.

15. REMEDIES

I acknowledge and agree that a breach of this Agreement would cause irreparable harm to the Employer and
that, in addition to other remedies, the Employer is entitled to a temporary restraining order, an injunction or
other equitable relief to prevent any such breach. I also acknowledge that, to the extent permitted by law, the
Employer will be entitled to the payment of the Employer’s reasonable costs and attorney’s fees incurred in
enforcing this Agreement.

16. APPLICABLE LAW AND JURISDICTION

Even though the Employer may depute me overseas for on-site work or to any other location in India, if I am
assigned to the Bangalore office, I irrevocably submit to the exclusive jurisdiction of any competent courts
situated in Bangalore, or if I am assigned to the Chennai office, I irrevocably submit to the exclusive
jurisdiction of any competent courts situated in Chennai, concerning any dispute arising out of my
employment or relating to this Agreement, and I waive any objection to such proceedings on grounds of
venue or on the grounds that the proceedings have been brought in an inconvenient forum.

If I am assigned to the Bangalore office, this Agreement shall be governed by and construed in accordance
with the laws of Karnataka or the applicable laws of India in relation to any legal action or proceedings to
enforce this Agreement without reference to its choice-of-law rules. If I am assigned to the Chennai office,
this Agreement shall be governed by and construed in accordance with the laws of Tamil Nadu or the
applicable laws of India in relation to any legal action or proceedings to enforce this Agreement without
reference to its choice-of-law rules.

17. MISCELLANEOUS PROVISIONS

The above terms and conditions are based on, and should be read in conjunction with, the Employer policies,
procedures and other rules currently applicable. The above rules are subject to amendments from time to
time and the amended rules, policies, procedures, guidelines would be posted on the Employer’s company
information page i.e. company.zolostays.com for employee reference. All future communications would be
deemed to have your prior consent. The Employee shall also abide by all other rules and regulations of the
Employer as shall be in force, from time to time.

Except as set forth in the following sentence, I acknowledge and agree that this Agreement contains the
entire understanding between the Employer and me with respect to the subject matter hereof and supersedes

all prior representations, warranties, and agreements with respect to such subject matter. Notwithstanding
the foregoing, I acknowledge and agree that any written agreement between the Employer and me with
respect to the subject matter hereof that was signed by me prior to the date hereof shall remain valid and
enforceable according to the terms of such agreement with respect to all acts and omissions occurring prior
to the date hereof.

The rights and benefits of the Employer under this Agreement shall be transferable, and all provisions of this
Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, administrators,
representatives, successors, and assigns of the Employer and me and shall inure to the benefit of any
Connected Entity to which I may transfer during my employment with the Employer or the Connected Entity,
provided, however, none of my duties or obligations under this Agreement may be assigned or transferred by
me to any other person or entity without the Employer’s prior written approval of such assignment or transfer.
Any purported assignment in violation of this paragraph shall be null and void.

I understand that all my above mentioned post-employment obligations in the various sections of this
Agreement will survive the termination of this Agreement. The provisions noted above explain the length of
such post-employment obligations, some are limited in time and others are of unlimited duration.

For and on behalf of The Company

Sidhartha Mehra
CFO, CHRO
Authorised Signatory
ZoloStays Property Solutions Pvt. Ltd.

Effective as of [Start Date], I accept all the terms and conditions of the employer as stipulated in this
Agreement.

Signature Name