Exhibit
10.17


 


ORBSAT
CORP


 


[_],
2021


 


[Director
Name]


[Address]


 


	 	Re:
    	Director
    Offer Letter


 


Dear
[_]:


 


Orbsat
Corp, a Nevada corporation (the “Company”), is pleased to offer you a position as a member of its Board of
Directors (the “Board”). We believe your background and experience will be a significant asset to the Company
and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this
letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all
the terms and conditions relating to the services you agree to provide the Company.


 


1.
Term. This Agreement is effective as of the date hereof (the “Effective Date”). Your term as director
shall continue until your successor is duly elected and qualified. Your term of office as a member of the Board shall be up for
re-election each year at the Company’s annual shareholder’s meeting and upon re-election, the terms and provisions
of this Agreement shall remain in full force and effect.


 


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”). 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.


 


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. Commencing on the Effective Date, and upon each anniversary thereof that you remain a director, you shall
receive cash compensation of $[_] 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 fees are subject to approval and/or change
as deemed appropriate by the Board.


 




    	 



    	 



    

 


You
shall also be reimbursed for reasonable, pre-approved expenses incurred by you in connection with the performance of your Duties
(including travel expenses for in-person meetings).


 


During
the term under this Agreement, the Company shall use its best efforts to purchase an officers and directors (D&O) insurance
policy and include you as an insured thereunder.


 


6.
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.


 


7.
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 7 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.


 


8.
Resignation. You may also 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 any
of the termination of your Board service or your 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.


 


9.
Governing Law; Venue; Waiver of Jury Trial. All questions with respect to the construction and/or enforcement of this
Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State
of Nevada applicable to agreements made and to be performed entirely in the State of Nevada. The parties hereby irrevocably submit
to the exclusive jurisdiction of the state and federal courts sitting in the New York County, New York, for the adjudication of
any dispute hereunder or in connection herewith, and hereby irrevocably waive, and agree not to assert in any suit, action or
proceeding, any claim that they are is not personally subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. THE PARTIES
HEREBY IRREVOCABLY WAIVE ANY RIGHT EITHER MAY HAVE TO, AND AGREE NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 




    	 



    	 



    

 


10.
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.


 


11.
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 law made by or on your behalf to
repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that
you are not entitled to be indemnified by the Company.


 


12.
Not an Employment Agreement This Agreement is not an employment agreement, and shall not be construed or interpreted
to create any right for you to be employed by the Company or have any rights of an employee of the Company. You shall at all times
act as an independent contract of the Company under this Agreement.


 


13.
Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to
accept as binding, conclusive, and final all decisions or interpretations of the Board of any questions arising under this Agreement.


 


Thank
you for your agreement to serve on our Board, and we look forward to working with you. If you are in agreement with the foregoing,
please sign by your name below and return a copy to me, which signature shall signify your agreement.


 


	 	Sincerely
    yours,
	 	 	 
	 	By:	 
	 	 	David
    Phipps, CEO


 


AGREED
AND ACCEPTED:


 


	 	 
	[Director
    Name]