Exhibit
10.2


 


INDEPENDENT
DIRECTOR AGREEMENT


 


This
INDEPENDENT NON-EXECUTIVE DIRECTOR AGREEMENT is dated on July 1, 2021 (the “Agreement”) by and between SEATECH VENTURES CORP.,
a Nevada corporation (the “Company”), Louis Ramesh Ruben, an individual resident of Malaysia (the “Director”).


 


WHEREAS,
the Company desires to retain the Director for the duties of independent non-executive director effective as of the date hereof and member
of the audit committee effective as of July 1, 2021 (the “Effective Date”) and desires to enter into an agreement with the
Director with respect to such appointment; and


 


WHEREAS,
the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the
provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the
Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however,
that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year
term on the Board shall be subjected to any necessary approval by the Company’s stockholders.


 


2.
Duties. During the Directorship Term (as defined herein), the Director make reasonable business efforts to attend all Board meetings
and quarterly pre-scheduled Board and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed
upon by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations
when agreed on in advance, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority
commensurate to such position.


 


3.
Compensation. For all services to be rendered by the Director in any capacity hereunder, the Compensation Committee of the Board
of Directors of the Company would determine the compensation packages of the Directors from time to time. This shall remain in effect
until the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the
Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;
(c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from
the Board.


 


4.
Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective
Date and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur: (a)
the death of the Director; (b) the termination of the Director from his membership on the Board by the mutual agreement of the Company
and the Director; (c) the removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation
by the Director from the Board.


 


5.
Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance
of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person
or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement
(and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have
no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.


 




    	 



     


    




 


6.
Director Covenants.


 


(a)
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director
has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited
to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s
products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered
by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter,
the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third
person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have
no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other
than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to
the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or
governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial
restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s
direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards,
surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever
form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director
in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided
that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation
against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the
materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable
satisfaction of the Company.


 


(b)
Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere
with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination
of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee
or customer of the Company or otherwise had a material business relationship with the Company.


 


(c)
Non-Compete. The Director agrees that during the Directorship Term and for a period of three (3) years thereafter, he shall not
in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer,
director, stockholder, investor or employee of or consultant to any other corporation or enterprise; engage in the business of developing,
marketing, selling or supporting technology to or for businesses in which the Company engages in or in which the Company has an actual
intention, as evidenced by the Company’s written business plans, to engage in, within any geographic area in which the Company
is then conducting such business. Nothing in this Section 6 shall prohibit the Director from being (i) a stockholder in a mutual fund
or a diversified investment company or (ii) a passive owner of not more than three percent of the outstanding stock of any class of securities
of a corporation, which are publicly traded, so long as the Director has no active participation in the business of such corporation.


 


(d)
Insider Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form attached hereto.


 


(e)
Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said
breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach
and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without
having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity.
The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach
hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not
have entered into this Agreement had the Director not agreed to the provisions of this Section 6.


 




    	 



     


    




 


(f)
The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action
by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement
by the Company of the covenants and agreements of this Section 6.


 


7.
Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent
permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.


 


8.
Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance
by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect
either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in
accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent
time.


 


9.
Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered
or certified mail, postage prepaid, return receipt requested; to:


 


If
to the Company:


 


SEATech
Ventures Corp.


Unit
305-306, 3/F., New East Ocean Centre,


9
Science Museum Road, Tsim Sha Tsui, Hong Kong.


Attn:
Chin Chee Seong


 


If
to the Director:


 


Louis
Ramesh Ruben


No.
14, Lorong Udang Pasir 3,


Taman
Megah Kepong,


52100
Kuala Lumpur


Malaysia


 





Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant
to this Section 9.


 


10.
Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding
the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement
without the prior written consent of the other party.


 


11.
Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of
the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to
such subject matter.


 


12.
Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in
part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.


 




    	 



     


    




 


13.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference
to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined
in any court in Federal and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided,
however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted
to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent
third party.


 


14.
Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties
hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall
reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with
such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses
incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person
or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 


15.
Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument
in writing duly signed by the party to be charged.


 


16.
Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also
used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference,
are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same instrument.


 


[signature
page follows]


 






    	 



    	 



    

 





IN
WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director
has hereunto set his hand, on the day and year first above written.


 


	 	SEATECH VENTURES CORP.
	 	 	 
	 	By:
    	/s/
    CHIN CHEE SEONG
	 	 	Chin
    Chee Seong 
	 	 	Chief
    Executive Officer, President, and Director


 


	 	DIRECTOR
	 	 
	 	/s/
    LOUIS RAMESH RUBEN
	 	Louis
    Ramesh Ruben