Exhibit 10.20


 


jowell
global ltd. 


DIRECTOR AGREEMENT


 


This Director Agreement (the “Agreement”)
is made and entered into as of July 20, 2020 (the “Effective Date”), by and between Jowell Global Ltd., a Cayman Islands
company (the “Company”), and William Morris, 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”), Chairman of the Audit Committee,
a member of the Corporate Governance and Nominating Committee and the Compensation Committee of the Board. 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 Audit Committee and a member of the Compensation Committee and the Corporate Governance
and Nominating 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 USD 30,000 one year for Director Services, service as the Chairman of the Audit Committee, a member
of the Compensation Committee and the Corporate Governance and Nominating 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. COVENANTS 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.


  


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.


 






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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.


 


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


 


	Company: Jowell Global Ltd. 	 	Director: William Morris
	 	 	 	 	 
	By:	/s/Zhiwe Xu        	 	By:	 /s/William Morris       
	Name:	Zhiwei Xu, Chief Executive Officer	 	Name:	William Morris
	Address:  	
        2nd Floor, No. 285 Jiangpu Road

        Yangpu District, Shanghai

        China 200082
	 	Address:  	 


 


 


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