Exhibit
10.23


 


INDEPENDENT
DIRECTOR AGREEMENT


 


INDEPENDENT
DIRECTOR AGREEMENT (this “Agreement”) made as of June 2, 2021 by and between ORBSAT CORP,
a Nevada corporation (the “Company”) and John E. Miller (“Nominee”).


 


WHEREAS,
the Company desires to attract and retain a director who will consent to serve as a member of the Board of Directors of the Company (the
“Board”); and


 


WHEREAS,
the Company believes that Nominee possesses valuable qualifications and abilities to serve on the Company’s Board and its committees.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.
Term. This Agreement is effective as of the date hereof (the “Effective Date”). You consent to serve as a Director
of the Company for an initial term of two years if elected or appointed and, upon re-appointment or election to the Board of the Company,
to serve as a member of the Board of the Company.


 


2.
Services. You shall render services as a member of the Board and such committees of the Board as the Board may designate, subject
to your agreement to serve on such committees (hereinafter, your “Duties”). You acknowledge that this is not an employment
agreement and shall not be construed or interpreted to create any right for you to be employed by the Company. During the term of this
Agreement, you shall attend and participate in such number of meetings of the Board and of the committees of which you may become a member
(if any) as regularly or specially called. You may attend and participate at each such meeting, via teleconference or in person. You
shall consult with the other members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or
other forms of correspondence. To the extent Nominee serves as Audit Committee Chairperson, Nominee represents that Nominee possesses
the necessary skills and experience by which he/she is qualified to serve as a qualified financial expert for purposes of such position,
and before the United States Securities and Exchange Commission (“SEC”).


 


	Your
    committee assignments shall be: 	Member
    	 	Chairperson
    
	Audit
    Committee 	 X	 	 
	Compensation
    Committee 	 -	 	 
	Nomination
    Committee	 X	 	 


 





3.
Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. However,
you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar duties, consulting
or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously
disclosed by you to the Company in writing). Should you propose to perform similar duties, consulting or other services for any such
company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform
such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would
conflict with areas of interest to the Company.


 




    	 



    	 



    

 


4.
Compensation. 


 


	 	(a)	Commencing
    on the Effective Date, and upon each anniversary thereof that you remain a director, you shall receive cash compensation of $48,000,
    inclusive of stipends for committee leadership and/or assignments (the “Annual Director Fee”) for each calendar year
    of service under this Agreement on a pro-rated basis which shall be paid on a quarterly basis in arrears. Notwithstanding the foregoing
    to the contrary, all compensation is subject to approval and/or change as deemed appropriate by the Board. 
	 	 	 
	 	(b)	In
    addition to the Annual Director Fee set forth in Section 4(a), you shall be entitled to receive bonus(es) as determined by the Board
    and its Compensation Committee and to participate in any other compensation plans adopted by the Board for which you are eligible.
	 	 	 
	 	(c)	Equity
    Awards. You shall be eligible for such grants of awards under stock option or other equity incentive programs of the Corporation
    including, but not limited to, plans adopted by the Board and approved by the Corporation’s stockholders (or any successor
    or replacement plan adopted by the Board and approved by the Corporation’s stockholders) (the “Plan”) as the Compensation
    Committee of the Corporation may from time to time determine (the “Share Awards”). Share Awards shall be subject to the
    applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions
    as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided
    under the Plan. 
	 	 	 
	 	(d)	 The
    Corporation shall pay or reimburse you for all reasonable, pre-approved out-of-pocket expenses actually incurred or paid by the Employee
    in the course of his/her service, including travel expenses for in-person meetings) consistent with the Corporation’s policy
    for reimbursement of expenses which may be modified from time to time without notice. 


 


5.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you
without the prior written consent of the Company.


 






    	 



    	 



    


 


6.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below)
of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:


 


a.
Definition. For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company
possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility
in the business in which the Company is engaged; and (ii) any information which is related to the business of the Company and is generally
not known by non-Company personnel. Confidential Information includes, without limitation, trade secrets and any information concerning
products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether
or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results,
specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts,
customer and supplier identities, characteristics and agreements.


 


b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement
requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information
who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the
Company, which prior knowledge can be documented; and (iv) information you are required to disclose pursuant to any applicable law, regulation,
judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided,
however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order
requiring that the Confidential Information not be disclosed.


 


c.
Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises
or retain following the termination of this Agreement or your service to the Company any notes, formulas, programs, data, records, machines
or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or
copies of same. You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the
Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).


 




    	 



    	 



    

 


d.
Confidentiality. You agree that you will at all times hold in trust and confidence all Confidential Information and will not disclose
to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as may be necessary to perform your duties to the Company as a member of the Board. You further agree that you
will not use any Confidential Information without the prior written consent of the Company, except as may be necessary to perform your
duties to the Company as a member of the Board. Notwithstanding the foregoing, you may disclose Confidential Information to your legal
counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by
the provisions of this paragraph (d).


 


e.
Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights,
mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating
to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist
the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and
defend any rights assigned.


 


f.
Survival. You agree that the provisions of this Section 6 shall survive and remain in full force and effect upon and following any termination
or purported termination of this Agreement or from and after the time you cease performing services to the Company.


 


7.
Resignation. You may voluntarily terminate your membership on the Board for any or no reason by delivering your written notice
of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or,
if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the voluntary Resignation,
your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation that you have
already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the
effective date of such termination or Resignation.


 


8.
Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida
without reference to principles of conflicts of laws and each of the parties hereto irrevocably consents to the jurisdiction and venue
of the federal and state courts located in the State of Florida.


 


9.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties
hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time
to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature. Delivery of such counterparts by facsimile or email/.pdf transmission shall constitute validity delivery thereof.


 


10.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from
and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other
than any such Losses incurred as a result of your gross negligence, fraud or willful misconduct. The Company shall advance to you any
expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum
extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company
in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate
documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking
adequate under applicable ur behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable
judgement or settlement that you are not entitled to be indemnified by the Company.


 


11.
Insurance. The Company intends to maintain a policy of directors’ and officers’ insurance coverage with a liability
limit of at least $2,000,000 (“D&O Insurance”). In the event any notice of termination or significant change in coverage
or terms of D&O Insurance are received by the Company, prompt written notice shall be provided Nominee for so long as he/she serves
as a director of the Company and during any subsequent period during which Nominee may be entitled to the benefit of such D&O insurance.


 


[Signature
Page Follows]


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written.


 


	 	ORBSAT
CORP. 
	 	 
	 	By:	/s/
    David Phipps
	 	Name:	David
    Phipps
	 	Title:	Chief
    Executive Officer


 


	 	NOMINEE:
	 	 
	 	/s/ John Miller
	 	Name:	John
    E. Miller
	 	Address:	1011
    W 66th St

    Kansas
    City, MO 64113