Exhibit 10.9


 





INDEPENDENT
DIRECTOR AGREEMENT





THIS
INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective
Date”), is by and between BLUE HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY, a company incorporated under the laws
of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).


RECITALS


WHEREAS,
the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”)
and the Director desires to accept such appointment to serve on the Board; and


WHEREAS,
the Director may be appointed to serve as a member or chair of one or more committees of the Board.


AGREEMENT


NOW,
THEREFORE, in consideration of the foregoing and the Director’s services to the Company as a member of the Board, as
a member of such committees of the Board to which the Director may be appointed from time to time and as chair of one or more
committees to which the Director may be appointed in such capacity from time to time, and intending to be legally bound hereby,
the Company and the Director hereby agree as follows:


1.
Term. The Company hereby appoints
the Director, and the Director hereby accepts such appointment by the Company, for the purposes and upon the terms and conditions
contained in this Agreement. The term of such appointment shall commence on ______________________ (the “Commencement
Date”) and shall expire upon the Director’s death, disqualification, resignation or removal from office pursuant
to the terms of this Agreement, the Company’s then current Memorandum and Articles of Association, as may be amended from
time to time, or any applicable laws, rules, or regulations (the “Expiration Date”). In the event that the
Director’s successor has not been duly elected or appointed as of the Expiration Date, the Director agrees to continue to
serve hereunder until such successor has been duly elected or appointed and qualified. 


2.
Compensation. In exchange for the
Director’s service as (a) a member of the Board, (b) a member of each committee of the Board to which the Director may be
appointed, and (c) chair of each committee of the Board to which the Director may be appointed, the Company agrees to compensate
the Director, and the Director agrees to accept the compensation as determined by the Board from time to time (the “Compensation”),
subject to the terms herein. In the event that the Director serves less than twelve consecutive months as a member of the Board,
the Company shall only be obligated to pay the pro rata portion of the Compensation to the Director for services performed during
such year. 


3.
Independence. The Director acknowledges
that appointment to the Board is contingent upon the Board’s determination that the Director is “independent”
with respect to the Company, as such term is defined by Rule 5605 of the Nasdaq Stock Market’s Listing Rules, and any other
applicable rules, and that the Director may be removed from the Board in the event that the Director does not maintain such independence.
The Director acknowledges and agrees that the acceptance, directly or indirectly, of any consulting, advisory, or other compensatory
fee, other than for Board service, from the Company or any subsidiary thereof will impair the Director’s independence, and
the Director agrees not to accept any such fees.




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4.
Duties.  The Director shall exercise
all powers in good faith and in the best interests of the Company, including but not limited to, the following:


(a)
Conflicts of Interest/Applicable Law.
In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to which the
Company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets or competition
against the Company, the Director shall promptly disclose such potential conflict to the applicable Board committee or the Board
and proceed as directed by such committee or the Board, as applicable. The Director acknowledges the duty of loyalty and the duty
of care owed to the Company pursuant to applicable law and agrees to act in all cases in accordance with applicable law.


(b)
Corporate Opportunities. Whenever the
Director becomes aware of a business opportunity related to the Company’s business, which one could reasonably expect the
Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board committee
or the Board and proceed as directed by such committee or the Board, as applicable.


(c)
Confidentiality. The Director agrees and
acknowledges that, by reason of the nature of the Director’s duties on the Board, the Director will have or may have access
to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company (“Confidential
Information”), including, without limitation, any lists of customers or suppliers, distributors, financial statistics,
research data or any other statistics and plans or operation plans or other trade secrets of the Company and any of the foregoing
which belong to any person or company but to which the Director has had access by reason of the Director’s relationship
with the Company. The term “Confidential Information” shall not include information which: (i) is or becomes generally
available to the public other than as a result of a disclosure by the Director or the Director’s representatives; or (ii)
is required to be disclosed by the Director due to governmental regulatory or judicial process. The Director agrees faithfully
to keep in strict confidence, and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available
or use (except for use in the regular course of employment duties) any such Confidential Information. The Director acknowledges
that all manuals, instruction books, price lists, information and records and other information and aids relating to the Company’s
business, and any and all other documents containing Confidential Information furnished to the Director by the Company or otherwise
acquired or developed by the Director, shall at all times be the property of the Company. Upon termination of the Director’s
services hereunder, the Director shall return to the Company any such property or documents which are in the Director’s
possession, custody or control, but this obligation of confidentiality shall survive such termination until and unless any such
Confidential Information shall have become, through no fault of the Director, generally known to the public. The obligations of
the Director under this subsection are in addition to, and not in limitation or preemption of, all other obligations of confidentiality
which the Director may have to the Company under general legal or equitable principles.


(d)
Code of Business Conduct and Ethics. The
Director agrees to abide by and follow all such procedures set forth in the Company’s code of business conduct and ethics,
as may be in existence now or at any time during the term of this Agreement, and any other policy, code or document governing
the conduct of directors of the Company as may be in existence now or at any time during the term of this Agreement.


5.
Expenses. Upon submission of adequate
documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses incurred in connection
with the Director’s positions as a member of the Board and for services as a member of each committee of the Board to which
the Director may be appointed. 




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6.
Indemnity. The Company and the
Director agree that indemnification with respect to the Director’s service on the Board shall be governed by that certain
Indemnification Agreement attached as Exhibit A hereto (“Indemnification Agreement”).


7.
Withholding. The Director agrees
to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required
under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such laws. 


8.
Binding Effect. This Agreement
shall be binding upon and inure to the benefit of the Company and its successors and assigns.


9.
Recitals. The recitals to this
Agreement are true and correct and are incorporated herein, in their entirety, by this reference.


10.
Validity. The invalidity or unenforceability
of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which
shall remain in full force and effect. 


11.
Headings and Captions. The titles
and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference only, and shall
not be considered terms or conditions of this Agreement.


12.
Neutral Construction. Neither party
hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both parties to this Agreement have reviewed
this Agreement and have participated in its drafting and, accordingly, neither party shall attempt to invoke the normal rule of
construction to the effect that ambiguities are to be resolved against the drafting party in any interpretation of this Agreement.


13.
Counterparts. This Agreement may
be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together will constitute
one and the same instrument. 


14.
Miscellaneous. This Agreement shall
be construed under the laws of the State of New York, without application to the principles of conflicts of laws. This Agreement
and the Indemnification Agreement constitute the entire understanding between the parties with respect to the Director’s
service on the Board and there are no prior or contemporaneous written or oral agreements, understandings, or representations,
express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein. This Agreement
supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings of the parties
hereto and/or their affiliates with respect to the Director’s service on the Board. The Director acknowledges that he has
not relied on any prior or contemporaneous discussions or understanding in entering into this Agreement. The terms and provisions
of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto. 


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of Page Intentionally Left Blank]




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IN
WITNESS WHEREOF, the parties hereto have executed this Independent Director Agreement as of the Effective Date.


	BLUE
        HAT INTERACTIVE ENTERTAINMENT TECHNOLOGY

         

	 
	 
	By:
                                                     
	Name:
    
	Title:   
	 
	DIRECTOR

         

	 
	 
	                                                        
	Name:
    



 





 


 


Signature Page to Independent Director Agreement




 


 




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EXHIBIT
A


 


INDEMNIFICATION
AGREEMENT


 


(Attached)