Exhibit 10.6


 


		Phillip
L. Kumnick


Chief Executive Officer


 phillipkumnick@ipsidy.com






 


____________,
2021


 


	 	Re:	Appointment
    as Non-Executive Director


 


Dear
_______________:


 


I
am pleased to be writing to you at the direction of the Board of Directors (“Board”) of Ipsidy Inc. (the “Company”)
to confirm the terms of your appointment as a non-executive director. This letter shall take effect upon the passing of a Board Resolution
formally approving your appointment.


 


The
term of your directorship will extend until the first Annual Meeting of the Company’s Stockholders following your appointment,
when you will be eligible for re-election by the stockholders, if nominated by the Board or until your earlier resignation.


 


		1.	Role
                                            and duties



 


Non-executive
directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible
for promoting the success of the Company by directing and supervising the Company’s affairs, with a particular focus on strategy,
performance and risk. We would also expect you to be an ambassador for the Company and to promote its interests, when appropriate in
your daily business activities.


 


You
will be required to discharge the following specific functions and duties: 


 


		(a)	Attend
                                            quarterly Board meetings and special Board meetings at the Company’s head office in
                                            New York, or such other place, or by conference call on dates to be notified to you in advance;



 


		(b)	Attendance
                                            at Board and Committee meetings by conference call will be generally available, but it is
                                            anticipated that the Board will have two full “in person” meetings per year with
                                            all directors present;



 


		(c)	Attend
                                            the Company’s annual meeting of stockholders and any special meetings of stockholders,
                                            which may be called from time to time;



 


		(d)	Carry
                                            out such other functions and duties as may reasonably be required of you from time to time.



 





 



670
                                            Long Beach Boulevard, ● Long Beach, New York 11561 ●. Tel +1 516 274 8700 ●.
                                            www.ipsidy.com


 






    
 


    	 	Page 2



    

 


As
a director of a Company, which is a reporting Company in accordance with Securities & Exchange Commission (“SEC”) rules,
you will be required to file reports of your interests in any securities of the Company and any acquisitions or disposals thereof, as
well as various disclosures regarding your position in, agreements with and relations with the Company. The Company and our counsel will
work with you to ensure all required reports and disclosures are filed in compliance with SEC rules.


 


We
will need to establish a filing reference (or CIK) for you with the SEC, as a director a public reporting company and we will send you
the applicable form in due course. Once that has been obtained our Edgar filing agent can make all necessary filings on your behalf,
with your approval.


 


As
you are aware the Company is intending to undertake a registered public offering of its common stock and in connection therewith you
will be required to sign the Company’s Registration Statement on Form S-1, which will be filed with the SEC.


 


		2.	Time
                                            commitment 



 


By
accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the reasonable expectations of your
role, including appropriate preparation time ahead of Board (and, if applicable, committee) meetings. 


 


		3.	Conflicts
                                            



 


It
is accepted and acknowledged that you have business interests other than those of the Company and have declared any current conflicts
of interest. In the event that you become aware of any potential or actual conflicts of interest these should be disclosed to the Chairman
and Corporate Secretary as soon as possible.


 


		4.	Compensation
                                            and Reimbursement of Expenses



 


In
consideration for the performance of the duties outlined above, you will be entitled to compensation in accordance with the Company’s
Compensation Policy for Non-Employee Directors, from time to time in force, including awards under the Company’s 2017 Incentive
Stock Plan (the “Plan”). At the present time this comprises (a) an initial equity award having a Black Scholes value on the
date of grant of $270,000, subject to annual vesting over three years; and (b) commencing following the first annual meeting at which
you are re-elected to office, an annual equity award having a Black Scholes value on the date of grant of $90,000, subject to vesting
over twelve months.


 


All
equity awards are issued subject to the terms of their respective grant and the terms and conditions of the Plan.


 


 





 



670
                                            Long Beach Boulevard, ● Long Beach, New York 11561 ●. Tel +1 516 274 8700 ●.
                                            www.ipsidy.com




 






    
 


    	 	Page 3



    

 


This
is a contract for services and not a contract of employment, and as an independent contractor you will be paid your fees on a gross basis.
You will be responsible for payment of all applicable Federal, State and local taxes on compensation received and all compensation shall
be subject to reporting by the Company on an annual basis on Form 1099, as required by law. 


 


In
addition to your fees, you are entitled to be reimbursed any reasonable expenses incurred in attending meetings of the Board or of any
committee of the Board, or of stockholder meetings, or otherwise on the business of the Company. The Company may require written evidence
of such expenses to be provided and in certain cases prior approval. All expenses are subject to the Company’s expense policy.


 


		5.	Termination
                                            



 


You
are entitled to resign your membership on the Board or on any committee of the Board at any time. In addition, you agree to resign your
directorship in the circumstances set forth in Section 6 below. Written notice of any such resignation should be given to the Chairman
of the Board.


 


This
Agreement will automatically terminate, without requirement of notice, upon the date of your resignation from the Board (including any
resignation pursuant to Section 6 below), if you are removed from office by a resolution of the stockholders in accordance with the Company’s
Bylaws and Delaware law, or if you are not re-nominated or re-elected to the Board, and you will not be entitled to any further compensation
following the termination date in any of these events.


 


		6.	Immediate
                                            vacation of office



 


You
agree to resign your office as a director on the Board and on each committee of the Board immediately in the event of any of the following
circumstances:


 


		(a)	if
                                            you become prohibited by law from acting as a director;



 


		(b)	if
                                            you are convicted of a felony or crime involving moral turpitude (excluding driving offences
                                            unless combined with other aggravating circumstances or offenses) or fraud;



 


		(c)	if
                                            you engage in gross misconduct which is materially detrimental to the reputation or business
                                            of the Company; provided that you shall first be entitled to receive notice from the Board
                                            specifying such gross misconduct in reasonable detail, and shall have failed to cure or correct
                                            such gross misconduct within thirty (30) days of receiving such notice (unless such misconduct
                                            is of a nature that it is unable to be cured or corrected); or



 





 



670
                                            Long Beach Boulevard, ● Long Beach, New York 11561 ●. Tel +1 516 274 8700 ●.
                                            www.ipsidy.com




 






    
 


    	 	Page 4



    

 


		(d)	if
                                            you willfully fail to comply in any material respect with the Company’s Confidentiality
                                            Agreement, Insider Trading Policy, Code of Ethics, Sexual Harassment Prevention Policy or
                                            any other reasonable policies of the Company where non-compliance would be materially detrimental
                                            to the Company; provided that you shall first be entitled to receive notice from the Board
                                            specifying such noncompliance in reasonable detail, and shall have failed to cure or correct
                                            such gross misconduct within thirty (30) days of receiving such notice (unless such non-compliance
                                            is of a nature that it is unable to be cured or corrected). I will have our General Counsel
                                            provide you with all relevant policies.



 


		7.	Confidentiality



 


You
acknowledge your duties of confidentiality and loyalty to the Company as a director of a Delaware corporation, and you agree to uphold
such duties. In addition, you will be asked to execute a standard Confidentiality Agreement.


 


		8.	Indemnification
                                            & Insurance



 


You
shall be entitled to indemnification by the Company with respect to your services as a director, to the fullest extent permitted by law
and under the Company’s Certificate of Incorporation and Bylaws. In addition, upon your appointment the Company will enter into
a standard indemnification agreement with you.


 


You
shall be covered under the Company’s directors’ and officers’ insurance policy, for so long as you remain a member
of the Board. The Company shall continue to provide coverage to you under such policy for not less than twenty-four (24) months following
your termination date on substantially the same terms of the policy in effect immediately prior to the termination date.


 


		9.	Miscellaneous



 


This
letter shall be governed by and construed in accordance with the law of the State of New York law and the courts, Federal and State,
located in the State of New York shall have non-exclusive jurisdiction for all matters arising under it.


 


If
this letter reflects the terms that we have agreed, please sign and return a copy of this letter to me.


 


	 	Sincerely,
	 	 
	 	Ipsidy
    Inc.
	 	 
	 	 
	 	By:
    Phillip L. Kumnick, Chairman and CEO


 





 



670
                                            Long Beach Boulevard, ● Long Beach, New York 11561 ●. Tel +1 516 274 8700 ●.
                                            www.ipsidy.com




 






    
 


    	 	Page 5



    

 


I
hereby agree to act as a non-executive director of Ipsidy Inc. upon the terms contained in the letter of which this is a copy.


 


	               	        


 


Date:
_______________, 2021


 





 



670
                                            Long Beach Boulevard, ● Long Beach, New York 11561 ●. Tel +1 516 274 8700 ●.
                                            www.ipsidy.com