Exhibit 10.3


 


Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2


Lingkaran
SV, Sunway Velocity, 55100, Kuala Lumpur


Malaysia


+603
2781 9066


 


[DATE]


 


Mr./Ms.
[NAME]


[ADDRESS
OF DIRECTOR]


 


	Re:	Director
    Offer Letter


 


Dear
Mr./Ms. [NAME],


 


Starbox
Group Holdings Ltd., a Cayman Islands exempted company with limited liability (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 (this “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 upon your acceptance and signature below. Your term as a director shall commence upon
you being elected to the Board. Subject to the Company’s memorandum and articles of association, as amended, and the provisions
in Section 8 below, your term shall continue until your successor is duly elected and qualified. The position shall be up for re-election
each year at the 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 the Board committees set forth on Schedule A
attached hereto (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 Board committee(s) of which you are a member as regularly or specially called. You
may attend and participate at each such meeting via teleconference, video conference, or in person. You shall consult with the other
members of the Board and Board committee(s) as necessary via telephone, electronic mail, or other forms of correspondence.


 


3.
Compensation. As compensation for serving on the Board, you will receive the compensation set forth on Schedule
B attached hereto (hereinafter, the “Compensation”) during your term as a director. You shall be reimbursed
for reasonable and approved expenses incurred by you in connection with the performance of your Duties.


 


4.
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.


 


5.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, and 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; or


 


ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.


 


iii.
Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company,
concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, general analyses, business
plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.


 




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Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2


Lingkaran
SV, Sunway Velocity, 55100, Kuala Lumpur


Malaysia


+603
2781 9066


 


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;
and


 


iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.


 


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 earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 8 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 maybe 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.


 


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 or conveyances
as may be necessary in respect hereof, and to perfect, obtain, maintain, enforce, and defend any rights assigned or otherwise conveyed.


 


6.
Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of
12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, shareholder,
employee, broker, agent principal, corporate officer, director, licensor, or in any other capacity whatsoever, engage in, become financially
interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services
or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or
its subsidiaries or affiliates in Malaysia; provided, however, that you may own securities of any public
corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities
of such company, so long as you has no active role in the publicly owned company as director, employee, consultant, or otherwise.


 


7.
Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly
or indirectly solicit for employment any individual who was an employee of the Company during your tenure.


 


8.
Termination and Resignation. Your membership on the Board may be terminated for any or no reason by an Ordinary Resolution,
as defined in the Company’s memorandum and articles of association, as amended. Your membership on the Board or on any Board committee
shall be terminated if you become of unsound mind, are prohibited by law from acting as a director, or are subject to any other conditions
as specified in the Company’s memorandum and articles of association, as amended. Your membership on any Board committee will be
terminated on the same effective date when your membership on the Board is terminated. You may also terminate your membership on the
Board or on any Board committee 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 be subject to the
Company’s obligations to pay you any compensation (including the vested portion of the securities of the Company) 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. Any securities of the Company that have not vested as of the effective date of such
termination or Resignation shall be forfeited and cancelled.


 




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Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2


Lingkaran
SV, Sunway Velocity, 55100, Kuala Lumpur


Malaysia


+603
2781 9066


 


9.
Governing Law. 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 internal laws of the State of New York without regard
to conflict of laws provisions therein.


 


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.


 


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 negligence, fraud, bad faith, 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 as an employee of the Company.


 


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 the Company of any questions arising under this Agreement.


 


[Signature
Page Follows]


 




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Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2


Lingkaran
SV, Sunway Velocity, 55100, Kuala Lumpur


Malaysia


+603
2781 9066


 


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


 


	 	Sincerely,


 


	 	Starbox
    Group Holdings Ltd.
	 	 	 
	 	 	 
	 	By:
    	Lee
    Choon Wooi
	 	Title:
    	Chief
    Executive Officer


 


AGREED
AND ACCEPTED:


 


__________


By:
[NAME]


 




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Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2


Lingkaran
SV, Sunway Velocity, 55100, Kuala Lumpur


Malaysia


+603
2781 9066


 


Schedule
A


 


The
Director is offered to serve on the following Board committee(s):


 


	Committee	 	Title
	Audit
    Committee	 	 
	Nominating
    and Corporate Governance Committee	 	 
	Compensation
    Committee	 	 


 




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Starbox
Group Holdings Ltd.


VO2-03-07,
Velocity Office 2


Lingkaran
SV, Sunway Velocity, 55100, Kuala Lumpur


Malaysia


+603
2781 9066


 


Schedule
B


Compensation


 


During
your term as a member of the Board, you will receive cash compensation in the amount of MYR[●] per year, which shall be paid to
you at the end of each quarter.


 




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