Exhibit 10.8


 


Oriental
Culture Holding Ltd. 


DIRECTOR
AGREEMENT


 


This
Director Agreement (the “Agreement”) is made and entered into as of ______ (the “Effective Date”), by and between
Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and ______, an individual (the “Director”).


 


I. SERVICES


1.1 Board
of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board “)
and a member of the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee of the
Board, effective on the Effective Date. Director agrees to perform such tasks as may be necessary to fulfill Director’s
obligations as a member of the Board and serve as a director so long as he is duly appointed or elected and qualified in
accordance with the applicable provisions of the Memorandum and Articles of Association, Bylaws and any applicable
stockholders’ agreement of the Company and until such time as he resigns, fails to stand for election, fails to be
elected by the stockholders of the Company or is removed from his position. Director may at any time and for any reason
resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation
of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.


 


1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the
business of the Company in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles of Association
and Bylaws of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by Director
and the Company (the “Director Services”).


 


1.3 Member
of Committees. Director agrees to serve as the Chairman of the _____Committee and a member of the ____ Committee and the ______
Committee of the Board. The Company and the Director acknowledge that all official appointments to committees of the Board are
made by the Board.


 


1.4 Expiration
Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date on which
Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by
the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.


 


II. COMPENSATION


2.1 Expense
Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in
connection with the Director Services rendered by Director.


 


2.2 Fees
to Director. The Company agrees to pay Director a fee of _____ per month for Director Services, service as the Chairman of
the _____Committee, a member of the ______Committee and the _______Committee of the Board and other services mutually agreed by
the parties. The fee to the Director shall be paid by the Company quarterly.


 






    


     


    

 


III. CONFIDENTIALITY
AND NONDISCLOSURE


3.1 Confidentiality.
During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director shall maintain in strict
confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential”
or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects,
technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of
the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently
learned by Director outside of this relationship with the Company (the “Confidential Information”).


 


3.2 Nondisclosure
and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the benefit of
the Company hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director
treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director
will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as being specifically
permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or
through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying
any such unauthorized use or disclosure of the Confidential Information.


 


3.3 Return
of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made
by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and
exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to
the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director
agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property.
Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.


 


IV. COVENAN
TS OF DIRECTOR


4.1 No
Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director
shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person,
firm, partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise
undertake any obligation inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with
Director’s obligations to his current affiliation or other current relationships with the entity or entities. A business shall
be deemed to be “competitive with the Company” for purpose of this Article IV if and to the extent it engages in the
business substantially similar to the Company’s businesses described in its annual report. The ownership by the Director of not
more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.


 






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4.2 Noninterference
with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees
not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not
to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her
or its employment, contractual or other relationship with the Company.


 


V. TERM
AND TERMINATION


5.
1 Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date.


 


5.2
Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the
other party, or such shorter period as the parties may agree upon.


 


5.3 Survival.
The rights and obligations contained in Articles Ill and IV will survive any termination or expiration of this Agreement.


 


VI. MISCELLANEOUS


6.1
Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer
any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing,
this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives,
successors and assigns.


 


6.2 No
Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall
not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.


 


6.3 Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given
as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt;
(iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered
mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature
page of this Agreement or such other address s either party may specify in writing.


 


6.4 Severability.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity
and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.


 






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6.5 Entire
Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes
all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern
all Director Services undertaken by Director for the Company.


 


6.6 Amendments.
This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained
herein may not be altered, supplemented or interpreted by any course of dealing or practices.


 


6.7 Counterparts.
This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


6.8
 Governing Law. Any disputes arising from or in connection with this Agreement,
and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of Cayman Islands applicable
to agreements made and to be performed entirely in Cayman Islands.


 


(Signature
pages to follow)





 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 





	Company: Oriental Culture Holding Ltd.	 	Director: 
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Address:	 	 	Address:	 




 


 


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