Exhibit 10.1


 


MEMORANDUM
OF UNDERSTANDING


for an


INDEPENDENT CONTRACTOR
AGREEMENT


 


This Memorandum of Understanding
for an Independent Contractor Agreement, dated as of April 18, 2021, is entered into by and between:


 


Yuanjiu Inc., having its registered
office at 4F., No. 118, Sec. 1, Neihu Rd., Neihu District, Taipei City 114, Taiwan, a company duly incorporated under the laws of Taiwan,
Republic of China (“Yuanjiu”),


 


and


 


Aerkomm Inc., having its registered
office at 923 Incline Way, Suite 39, Incline Village, Nevada 89451, USA, a company duly incorporated under the laws of State of Nevada,
United States of America (“Aerkomm”).


 


WHEREAS:


 


Aerkomm specializes, among other
things, in designing, developing, manufacturing and supplying Aerkomm AirCinema Cubes (“AAC”), an intranet-based solution
streaming content from an onboard server to existing entertainment devices and passengers’ personal mobile devices, including but
not limited to, for the aviation and maritime sectors, and the Software platform to operate on AAC (“Rayfin”).


 


Yuanjiu acts, among other things, as a one-stop-shop maintenance
solutions and services provider for commercial aviation, serving customers in Asia.


 


Both Aerkomm and Yuanjiu wish to expand their businesses to
new territories and new products.


 


THEREFORE:


 


The parties agree as follows:


 


Aerkomm hereby appoints Yuanjiu, and
Yuanjiu hereby accepts such appointment, to serve as an exclusive service provider for AAC and Rayfin to Aerkomm in Asia for the installation
and service of AAC, Rayfin and to perform the services specified in paragraph 2.1 from the date hereof through the Termination Date (as
defined below), pursuant to the terms and conditions of this Agreement.


 


 1. INDEPENDENT CONTRACTOR STATUS




 


The parties expressly intend that Yuanjiu is an independent contractor
and not an employee, agent, joint venture or partner of Aerkomm, or any of its subsidiaries or affiliates, for any purpose whatsoever.
Yuanjiu will determine the method, details and means of performing the services set forth in this Agreement. None of the provisions of
this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between Yuanjiu and
Aerkomm, or any of its subsidiaries or affiliates, for any purpose whatsoever.


 


1.1 Yuanjiu
acknowledges and understands that during the term of this Agreement Aerkomm may from time to time contract with others to perform similar
services.


 






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1.2 Notwithstanding
any other provision in this Agreement, Yuanjiu does not have the power to enter into any contracts on behalf of Aerkomm or any of its
subsidiaries or affiliates, and, without limiting the generality of the foregoing, to authorize any borrowing, financial commitments,
lending, pledging, selling, assigning or employment by Aerkomm or any of its subsidiaries or affiliates.


 


 2. SERVICES TO BE PERFORMED BY YUANJIU




 


2.1 Subject
to further clarification, Yuanjiu shall perform the services set out in Appendix 1.


 


2.2 Yuanjiu
will determine the method, details and means of performing the service referred to in paragraph 2.1, provided, however, that Aerkomm retains
the right to approve or disapprove the activities of Yuanjiu in connection with the foregoing services. Yuanjiu shall immediately cease
any activity disapproved of by Aerkomm.


 


2.3 Aerkomm
will make available to Yuanjiu sales and marketing materials reasonably requested by Yuanjiu in order for Yuanjiu to carry out its obligations
under this Agreement. Aerkomm may, at its sole discretion, make available and provide Yuanjiu, at Yuanjiu’s request and free of
any charge or fee, with any software, information, documentation, resources and/or equipment relating to Aerkomm’s business for
use by Yuanjiu during any trade shows or meetings which Yuanjiu may attend in furtherance of this Agreement.


 


 3. FURTHER OBLIGATIONS OF YUANJIU




 


3.1 Yuanjiu
shall be solely responsible for providing its own insurance, including third party liability insurance.


 


3.2 Except
as set forth in paragraph 2.3, Yuanjiu shall be solely responsible for providing all tools, materials and equipment necessary for completion
of its obligations under this Agreement.


 


3.3 Upon
termination of this Agreement for any reason whatsoever, Yuanjiu shall immediately return to Aerkomm all equipment, documentation, information
and other property provided by Aerkomm or any of its subsidiaries or affiliates, without retaining any copy, specifically including, but
not limited to, any software, information, documentation, resources and/or equipment referred to in paragraph 2.3 or otherwise received
by Yuanjiu from or on behalf of Aerkomm.


 






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 4. EXPENSES




 


4.1 Subject
to further clarification, expenses shall be divided as set out in Appendix 1.


 


 5. COMPENSATION




 


5.1 Subject
to further clarification, compensation to each of Aerkomm and Yuanjiu shall be as set out in Appendix 1.


 


 6. REPORTING




 


Yuanjiu shall
report directly to the Chief Executive Officer of Aerkomm. Yuanjiu shall make monthly reports to the management of Aerkomm, and/or such
other persons as Aerkomm may direct, of its activities and planned activities pursuant to this Agreement. Yuanjiu acknowledges that such
reporting may be to employees or directors of companies which are subsidiaries or affiliates of Aerkomm.


 


 7. TERMINATION OF AGREEMENT




 


7.1 Notwithstanding
any other provision of this Agreement, this Agreement shall terminate automatically on the occurrence of any of the following events,
whichever occurs the earliest (the “Termination Date”): (1) December 31, 2024; (2) Yuanjiu’s bankruptcy, dissolution
or otherwise winding up of its business or affairs, (3) arrest of any officer or director of Yuanjiu and his or her charge, or the charge
of Yuanjiu, with any serious crime, (4) assignment of this Agreement or any duties or obligations under this Agreement by either party
without the express written consent of the other party, or (5) termination pursuant to paragraphs 7.2 or 7.3.


 


7.2 Should
Aerkomm default in the performance of this Agreement, or materially breach any of its provisions, Yuanjiu may terminate this Agreement
immediately by giving written notice to Aerkomm.


 


7.3 Should
Yuanjiu default in the performance of this Agreement, or materially breach any of its provisions, Aerkomm may terminate this Agreement
immediately by giving written notice to Yuanjiu.


 


7.4 In
the event of a termination of this Agreement prior to December 31, 2024, the sole obligation of either party shall be to pay any expenses
under Section 4 and any amounts then due under Section 5.


 






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 8. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE




 


Aerkomm advises Yuanjiu that
the United States Foreign Corrupt Practices Act (“FCPA”) prohibits any offer, payment, promise to pay, or authorization
of the payment of money or anything of value (including money, gifts, preferential treatment and any other sort of advantage),
either directly or indirectly, by a United States person, including Aerkomm, or any of its contractors, such as Yuanjiu,
subsidiaries, affiliates or agents, to any person, while knowing that all or a portion of such money or thing of value will be
offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official
capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper
advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.


 


Yuanjiu understands
and agrees that Yuanjiu may not and will not, directly or indirectly, offer, promise, grant or authorize the giving of money or anything
else of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly
or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to
do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or
retaining business for or with, or directing business to, any person.


 


Yuanjiu understands
that these legal restrictions apply fully to Yuanjiu with regard to Yuanjiu’s activities in the course of or in relation to Yuanjiu’s
retention by Aerkomm. Yuanjiu represents and warrants that Yuanjiu fully understands and will act in accordance with all applicable laws
regarding anti-corruption, including the FCPA, the U.K. Bribery Act, and any other applicable national, state and international laws related
to anti- corruption. Yuanjiu agrees that it will not take any action which would cause Aerkomm to be in violation of the FCPA or any other
applicable anti-corruption law, regulation or Aerkomm policy or procedure.


 


Yuanjiu further
represents and warrants that Yuanjiu will know and understand, and act in accordance with, all Aerkomm policies and procedures related
to anti-corruption and business conduct. Yuanjiu agrees to attend all mandatory compliance training. Yuanjiu undertakes to duly notify
Aerkomm if Yuanjiu becomes aware of any such violation of Aerkomm policies or procedures, or any other violation of law, committed by
Yuanjiu or any other person or entity, and to indemnify Aerkomm for any losses, damages, fines and/or penalties which Aerkomm may suffer
or incur arising out of or incidental to any such violation committed by Yuanjiu. Yuanjiu also represents and warrants that Yuanjiu will
disclose to Aerkomm if any employee, officer or director of Yuanjiu, or any member of their family, is an official of a foreign government
or foreign political party, or is a candidate for foreign political office.


 


In case of any breach of this Section
8, Aerkomm may suspend or terminate this Agreement at any time without notice, indemnity or further obligation to Yuanjiu by Aerkomm.


 






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 9. CONFIDENTIALITY




 


9.1 For purposes of this Agreement,
“Confidential Information” includes any information in any form or medium, including without limitation written records,
documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or
excerpts of them, or other documents or materials that Aerkomm considers (acting at all times reasonably and in good faith)
confidential, whether or not marked as confidential. Confidential Information includes inventions, software, source code, object
code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs,
data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and
marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade
secrets and information concerning the businesses and other ventures which Aerkomm or Yuanjiu or their respective subsidiaries or
affiliates now operate or may operate in the future.


 


 9.2 In regard to the above, Yuanjiu agrees as follows:




 


(a) during
the term of this Agreement, Yuanjiu will not disclose or make use of any Confidential Information of Aerkomm or its subsidiaries or affiliates
except as authorized in writing by Aerkomm;


 


(b) after
the termination of this Agreement, Yuanjiu will not disclose or make use of any Confidential Information of Aerkomm or its subsidiaries
or affiliates for any purpose, either on its own behalf or on behalf of another person, entity or business;


 


(c) during
the term of this Agreement, Yuanjiu will not provide to Aerkomm or make use of any trade secrets or other confidential information belonging
to a third party without the express written approval of both Aerkomm and such third party;


 


(d) Yuanjiu
represents that it, and none of its employees, officers or directors, is not subject to any confidentiality, non-competition or other
agreement with any third party that would conflict with this Agreement or prevent Yuanjiu from performing all its obligations under this
Agreement;


 


(e) upon
demand by Aerkomm or upon termination of this Agreement for any reason, Yuanjiu will immediately assemble all property and records of
Aerkomm or its subsidiaries or affiliates in its possession or under its control, including all copies, excerpts, derivations and duplications
thereof and all Confidential Information of Aerkomm or its subsidiaries or affiliates, and return them promptly and unconditionally to
Aerkomm; and


 


(f) Yuanjiu
agrees that during the term of this Agreement and for a period of one (1) year after the Termination Date, it will not, either directly
or indirectly, for itself or for any other person or entity, hire, solicit or induce any independent contractor, consultant or employee
of Aerkomm or its subsidiaries or affiliates to leave their employment or engagement or to cease doing business with Aerkomm or its subsidiaries
or affiliates.


 






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 9.3 In regard to the above, Aerkomm agrees as follows:




 


(a) during
the term of this Agreement, Aerkomm will not disclose or make use of any Confidential Information of Yuanjiu or its subsidiaries or affiliates
except as authorized in writing by Yuanjiu;


 


(b) after
the termination of this Agreement, Aerkomm will not disclose or make use of any Confidential Information of Yuanjiu or its subsidiaries
or affiliates for any purpose, either on its own behalf or on behalf of another person, entity or business;


 


(c) during
the term of this Agreement, Aerkomm will not provide to Yuanjiu or make use of any trade secrets or other confidential information belonging
to a third party without the express written approval of both Yuanjiu and such third party;


 


(d) Aerkomm
represents that it, and none of its employees, officers or directors, is not subject to any confidentiality, non-competition or other
agreement with any third party that would conflict with this Agreement or prevent Aerkomm from performing all its obligations under this
Agreement;


 


(e) upon
demand by Yuanjiu or upon termination of this Agreement for any reason, Aerkomm will immediately assemble all property and records of
Yuanjiu or its subsidiaries or affiliates in its possession or under its control, including all copies, excerpts, derivations and duplications
thereof and all Confidential Information of Yuanjiu or its subsidiaries or affiliates, and return them promptly and unconditionally to
Yuanjiu; and


 


(f) Aerkomm
agrees that during the term of this Agreement and for a period of one (1) year after the Termination Date, it will not, either directly
or indirectly, for itself or for any other person or entity, hire, solicit or induce any independent consultant, consultant or employee
of Yuanjiu or its subsidiaries or affiliates to leave their employment or engagement or to cease doing business with Yuanjiu or its subsidiaries
or affiliates.


 


 10. TRADE SECRETS




 


10.1 Yuanjiu
covenants and agrees with Aerkomm that it will not at any time, including after the Termination Date, without the prior written consent
of Aerkomm, directly or indirectly use or disclose to any person, except duly authorized officers or directors of Aerkomm or its subsidiaries
or affiliates entitled thereto, any trade secret, business data or other information acquired by Yuanjiu by reason of Yuanjiu’s
involvement and association with Aerkomm.


 


10.2 Aerkomm
covenants and agrees with Yuanjiu that it will not at any time, including after the Termination Date, without the prior written consent
of Yuanjiu, directly or indirectly use or disclose to any person, except duly authorized officers or directors of Yuanjiu or its subsidiaries
or affiliates entitled thereto, any trade secret, business data or other information acquired by Aerkomm by reason of Aerkomm’s
involvement and association with Yuanjiu.


 


10.3 As
it is recognized by all the parties to this Agreement that irreparable damage would result from any violation of paragraphs 10.1 and 10.2,
it is expressly agreed that, in addition to any and all of the remedies available to it, each party will have the immediate remedy of
injunction or such other equitable relief as may be decreed or issued by any arbitral panel or court of competent jurisdiction to enforce
paragraph 10.1 or 10.2.


 


10.4 In
the event that any clause or operation of paragraphs 10.1, 10.2 or 10.3 is unenforceable or declared invalid for any reason whatever,
such unenforceability or invalidity will not affect the enforceability or validity of the remaining portions of paragraphs 10.1, 10.2
or 10.3 and such unenforceability or invalidity will be severable from such paragraphs and this Agreement.


 






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 11. NON-COMPETE CLAUSE




 


11.1 Yuanjiu
shall not own, manage, operate, consult or be employed in a business substantially similar to, or competitive with, the present business
of Aerkomm or its subsidiaries or affiliates or such other business activity in which Aerkomm or its subsidiaries or affiliates may substantially
engage during the term of this Agreement.


 


11.2 For
a period of one (1) year after the Termination Date, Yuanjiu shall not, directly or indirectly, in Asia and Australasia, manage, operate,
consult or be employed in a business substantially similar to, or competitive with, the present business of Aerkomm or its subsidiaries
or affiliates or such other business activity in which Aerkomm or its subsidiaries or affiliates may substantially engage during the term
of this Agreement. This post-contractual non-competition provision is included because Aerkomm may, in reliance on this provision, provide
Yuanjiu access to trade secrets, customers and other confidential data, technologies, proprietary management or production methods, sensitive
information regarding Aerkomm accounts, future products, marketing plans and good will. Yuanjiu acknowledges that sharing of such trade
secrets, proprietary technology and valuable relationships, inter alia, would cause irreparable material damage to Aerkomm. Yuanjiu
agrees to treat said information as confidential and not to use said information on its own behalf or disclose same to any third party.
Yuanjiu also agrees to take reasonable security measures to prevent accidental disclosure.


 


11.3 Yuanjiu
acknowledges and agrees that any actual or potential opportunity within the scope of business of Aerkomm, which comes to the attention
of Yuanjiu during the term of this Agreement, shall be made available to Aerkomm.


 


11.4 In
the event that any clause or operation of paragraph 11.2 is unenforceable or declared invalid for any reason whatever, such unenforceability
or invalidity will not affect the enforceability or validity of the remaining portions of paragraph 11.2 and such unenforceability or
invalidity will be severable from such paragraph and this Agreement. Agreement.


 


 12. INDEMNIFICATION




 


12.1 Yuanjiu
shall hold harmless and indemnify Aerkomm against any and all liability imposed or claimed, including attorneys’ fees and other
legal expenses, arising directly or indirectly from any act or failure of Yuanjiu, including all claims relating to the injury, disability
or death of any person, or damage to any property suffered or experienced in the course of fulfilling Yuanjiu’s obligations under
this Agreement, except if and to the extent that such liability arises or results from Aerkomm’s or its employees’ or agents’
fraud, willful default or gross negligence.


 






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 12.2 Yuanjiu will indemnify and hold harmless Aerkomm from and against:




 


(a) any
and all liabilities, whether accrued, absolute, contingent or otherwise, in regard to any taxes, government withholdings and similar liabilities
or deductions for amounts paid to Yuanjiu;


 


(b) any
and all damage or deficiencies resulting from any misrepresentation or material breach of this Agreement by Yuanjiu; and


 


(c) any
and all actions, suits, proceedings, demands, assessments, judgments, costs and attorneys’ fees and other legal expenses incident
to any of the foregoing.


 


12.3 Aerkomm
shall hold harmless and indemnify Yuanjiu against any and all liability imposed or claimed, including attorneys’ fees and other
legal expenses, arising directly or indirectly from any act or failure of Aerkomm, including all claims relating to the injury, disability
or death of any person, or damage to any property suffered or experienced in the course of fulfilling Aerkomm’s obligations under
this Agreement, except if and to the extent that such liability arises or results from Yuanjiu’s or its employees’ or agents’
fraud, willful default or gross negligence.


 


 12.4 Aerkomm will indemnify and hold harmless Yuanjiu from and against:




 


(a) any
and all liabilities, whether accrued, absolute, contingent or otherwise, in regard to any taxes, government withholdings and similar liabilities
or deductions for amounts paid to Aerkomm;


 


(b) any
and all damage or deficiencies resulting from any misrepresentation or material breach of this Agreement by Aerkomm; and


 


(c) any
and all actions, suits, proceedings, demands, assessments, judgments, costs and attorneys’ fees and other legal expenses incident
to any of the foregoing.


 


 13. GENERAL PROVISIONS




 


13.1 Entire
Agreement. This Agreement supersedes any and all agreements, either oral or in writing, with respect to the services of Yuanjiu, and contains
all of the covenants and agreements with respect to such services in any manner whatsoever. Each party to this Agreement acknowledges
that no representations, inducement, promises or agreements, oral or otherwise, with regard to this Agreement or the services to be rendered
under it have been made by anyone which are not embodied herein. Any modification of this Agreement must be made in writing and signed
by Yuanjiu and Aerkomm.


 


13.2 Partial
Invalidity. If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated in any way. The parties shall use all reasonable endeavors to replace the
invalid, void or unenforceable provision by a valid provision the effect of which is as close as possible to the intended effect of the
invalid, void or unenforceable provision.


 


13.3 Headings.
The headings in this Agreement form no part of the agreement between the parties and will be deemed to have been inserted for convenience
only and will not affect the construction hereof.


 






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13.4 Governing
Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the Singapore,
exclusive of conflict or choice of law rules.


 


13.5 Arbitration.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance
with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which
rules are deemed to be incorporated by reference in this clause. The parties agree that any arbitration commenced pursuant to this clause
shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules.


 


The seat of the arbitration shall
be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. Each party to any arbitration
arising out of or related to this Agreement shall bear its own legal fees and costs of arbitration.


 


In any arbitration arising out
of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute,
and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator
may not award any incidental, indirect or consequential damages, including damages for lost profits.


 


13.6 Survival
of provisions. The provisions of paragraph 7.4, Section 9, Section 10, Section 11, Section 12 and Section 13 shall survive the termination
of this Agreement.


 


	 	Aerkomm Inc.



 


	 	By:  	/s/ Louis Giordimaina
	 		Name:	Louis Giordimaina
	 		Title:	CEO



 


	 	Yuanjiu Inc.



 


	 	By:	/s/ Albert Hsu
	 	 	Name:	Albert Hsu
	 	 	Title:	Chairman


 


 


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