Exhibit 10.18


 


 





CHINA XIANGTAI FOOD CO., LTD.


Xinganxian Plaza, Building B, Suite 21-1,
Lianglukou, Yuzhong District 400800


Chongqing, People’s Republic of China


 


May 8, 2018


 


Mr. Zhaorong Zhu






20-208, No.160, Xueyuan Road, Changyuan Town, Rongchang County,
Chongqing, China


 


Re: Director Offer Letter 


 


Dear Mr. Zhu:


 


CHINA XIANGTAI FOOD CO., LTD., a Cayman
Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director
of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your
participation as a Director in the Company. Should you choose to accept this position as a Director, 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 to the Company.


 


1. Term. This Agreement is effective
as of the date of this Agreement. Your term as a Director shall continue subject to the provisions in Section 9 below or until
your successor is duly elected and qualified. The position shall be up for re-appointment every three year by the board of the
Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall remain
in full force and effect.


 


2. Services. You shall render services
as a Director (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each
meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video
conference or in person. You shall consult with the 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.


 


4. Compensation. As compensation
for your services to the Company, you will receive upon execution of this Agreement a compensation of $10,000 for each calendar
year of service under this Agreement on a pro-rated basis.


 


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


 


5. D&O Insurance Policy. During
the term under this Agreement, the Company shall include you as an insured under its officers’ insurance policy.


 


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; (ii) any information which is related to the business of the Company and is generally not known
by non-Company personnel; and (iii) 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 or is readily
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, 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 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 in the course of your business relationship with the Company. You further agree that you will not use any Confidential
Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship
with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. 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 the
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.


 






     


     


    

 


 


8. Non-Solicitation. During the term
of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your
appointment.


 


9. Termination and Resignation. Your
services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services
as a Director 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 termination or 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.


 


10. Governing Law; Arbitration. 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 New York. All disputes with respect to this Agreement,
including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual
obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American
Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration
clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration
proceedings shall be conducted in English.


 


11. 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.


 


12. 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 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 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.


 



     


     


    




13. 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 continue employment with
the Company.


 


14. 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 Directors of the Company of any questions arising under this Agreement.


 


The Agreement has been executed and delivered
by the undersigned and is made effective as of the date first set forth above.


 


 


 


Sincerely,


 


CHINA XIANGTAI FOOD CO., LTD.


 


/s/ Zeshu Dai


Zeshu Dai


Chairwoman of the Board


 


 


 


AGREED AND ACCEPTED 


/s/ Zhaorong Zhu


Zhaorong Zhu