Exhibit 10.12


 


ZHONGCHAO
INC.


Nanxi
Creative Center, Suite 218

841 Yan’ An Middle Road

Jing’ An District

Shanghai, China 200040

021-32205987


 


November
17, 2019


 


Weiguang
Yang


Nanxi
Creative Center, Suite 218,No 841 Yan’An Middle Road Jing’An District, Shanghai, China


 


Re:
Director Offer Letter


 


Dear Mr. Yang,


 


Zhongchao
Inc., a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as of
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 and Class II director, this letter agreement (the “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 Class II director
shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position
shall be up for re-election at the third annual shareholder’s meeting following the consummation of the Company’s
initial public offering 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 perform your duties as provided in the charter
of the Company, and in the case of being a member of a committee under the Board, the charter of such committee (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 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 committee(s)
as necessary via telephone, electronic mail or other forms of correspondence.


 


3.
Compensation. As compensation for your services to the Company, you will receive compensation as set forth
on Schedule A attached hereto (hereinafter, the “Compensation”) per year for serving on the Board
during your term as a director, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed
for reasonable and approved expenses incurred by you in connection with the performance of your Duties.


 


4.
D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured
under an officers and directors insurance policy with coverage determined annually by the Company and the Board.


 


5.
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.


 


6.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information
(as defined below) of the Company, 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, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics
and agreements.


 






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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 9 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, and to perfect, obtain, maintain, enforce, and defend any rights assigned.


 


7.
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 24 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; 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.


 


8.
Non-Solicitation. So long as you are a member of the Board and for a period of 24 months thereafter, you
shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.


 






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9.
Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote
of the shareholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to
vote. Your membership on the Board or on a Board committee shall be terminated if you become of unsound mind or are prohibited
by law from being so. You may also terminate your membership on the Board or on a 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 terminate subject to the Company’s obligations
to pay you any compensation (including the vested portion of the Shares) 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 Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited
and cancelled.


 


10.
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 law of the State of New York applicable
to agreements made and to be performed entirely in the State of New York.


 


11.
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.


 


12.
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 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.


 


13.
Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or
interpreted to create any right for you to continue employment with the Company.


 


14.
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.


 






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


 


	 	 	 	Sincerely,
	 	 	 	 	 
	 	 	 	Zhongchao
    Inc.
	 	 	 	 	 
	 	 	 	By: 	/s/ Weiguang
Yang
	 	 	 	Name:	Weiguang
    Yang
	 	 	 	Title:	Chief
    Executive Officer
	 	 	 	 	 
	AGREED
    AND ACCEPTED:	 	 	 
	 	 	 	 	 
	By:	/s/ Weiguang
Yang	 	 	 
	Name:
    	Weiguang
    Yang	 	 	 




 



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Schedule A

Compensation


 


During
your term as a member of Board of Directors of the Company, you will not receive any additional remuneration for serving as a
director of the Company other than your remuneration as an employee of us.


 


 


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