Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is entered into as of by and between China Liberal Education Holdings
Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the
Company (“Indemnitee”), as applicable.


 


RECITALS


 


The
Board of Directors of the Company (the “Board of Directors”) has determined that the ability to attract and
retain highly competent persons to serve the Company is essential to the best interests of the Company and its shareholders and
that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and
actions against them arising out of their services to the corporation.


 


AGREEMENT


 


In
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 





A.
DEFINITIONS


 


The
following defined terms shall have the respective meanings below:


 


Expenses
include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements
and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating,
defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.


 


Indemnifiable
Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to
the fact that Indemnitee is or was a director or an officer of the Company, or is or was serving at the request of the Company
as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not
done by Indemnitee in any such capacity, including, but not limited to neglect, breach of duty, error, misstatement, misleading
statement or omission.


 


Participant
means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.


 


Proceeding
means any threatened, pending, or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation,
whether civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been
involved as a party or otherwise by reason of an Indemnifiable Event.


 


B.
AGREEMENT TO INDEMNIFY


 


1.
General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant
in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or
becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law.


 


2.
Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred in connection with such Proceeding or such claim,
issue or matter, as the case may be.


 


3.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion
of such Expenses to which Indemnitee is entitled.


 






    	 



     


    




 


4.
No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with
the Company.


 


5.
Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee for any
reason, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid
or payable by Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on
the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose, and (ii)
the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which
resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one
hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments,
fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section
B.5 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing
equitable considerations.


 


C.
INDEMNIFICATION PROCESS


 


1.
Notice and Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his/her right to be indemnified under
this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification
will or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice
any of Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of substantive rights
or defenses. Notice to the Company shall be given in accordance with Section F.7 below. If, at the time of receipt of such
notice, the Company has directors’ and officers’ liability insurance policies in effect, the Company shall give prompt
notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable
action to cause such insurers to pay, on behalf of Indemnitee, all Expenses payable as a result of such Proceeding. In addition,
Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.


 


2.
Indemnification Payment.


 


(a)
Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting
that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with
a Proceeding. The Company shall, within 10 business days of receiving such a written request by Indemnitee, advance all requested
Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.


 


(b)
Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company,
Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company
immediately after Indemnitee makes a written request to the Company for reimbursement unless the Company refers the indemnification
request to the Reviewing Party in compliance with Section C.2(c) below.


 


(c)
Determination by the Reviewing Party. If the Company reasonably believes that it is not obligated under this Agreement
to indemnify the Indemnitee, the Company shall, within 10 days after the Indemnitee’s written request for an advancement
or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses
will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request
within 30 days after the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything
foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification
in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee
for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided,
however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section C.3
below.


 






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3.
Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification
within 30 days after making a written demand in accordance with Section C.2 above or 50 days if the Company submits a request
for advancement or reimbursement to the Reviewing Party under Section C.2(c) above, Indemnitee shall have the right to
enforce its indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking
a determination by the court or challenging any determination by the Reviewing Party or any aspect of this Agreement. Any determination
by the Reviewing Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and
Indemnitee.


 


4.
Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any
Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by
Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of
such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under
this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the
employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded,
based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the
Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such counsel
with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee’s counsel shall
be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s
expense.


 


5.
Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee
against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company
to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party
or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense
or determination shall be on the Company.


 


6.
No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose
any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor
Indemnitee shall unreasonably withhold its consent to any proposed settlement.


 


7.
Company Participation. Subject to Section B.5, the Company shall not be liable to indemnify the Indemnitee under
this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense,
to participate in the defense, conduct and/or settlement of such action.


 


8.
Reviewing Party.


 


(a)
For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred
by the Company pursuant to Section C.2(c) above shall be (A) the Board of Directors by a majority vote of a quorum consisting
of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination. Indemnitee shall
cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel or member of the Board of Directors shall act reasonably and in good faith in making
a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses
(including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 






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(b)
If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be
selected as provided in this Section C.8(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board of Directors, in which event the proceeding sentence shall apply), and
Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either
event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been
given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section C.8(d) of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act
as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within
20 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel. The Company shall
pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting
under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section
C.8(b), regardless of the manner in which such Independent Counsel was selected or appointed.


 


(c)
In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee
is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with
this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any
person, persons or entity of any determination contrary to that presumption. The termination of any Proceeding or of any claim,
issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolocontendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably
believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company
and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request
of the Company as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied
to Indemnitee by the officers and directors of the Company or such other corporation, partnership, joint venture or other entity
in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint
venture or other entity or on information or records given or reports made to the Company or such other corporation, partnership,
joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the Company or such other corporation, partnership, joint venture
or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
The provisions of this Section C.8(c) shall not be deemed to be exclusive or to limit in any way the other circumstances
in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 






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(d)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable
fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


D.
DIRECTOR AND OFFICER LIABILITY INSURANCE


 


1.
Good Faith Determination. The Company shall from time to time make the good faith determination whether or not it is practicable
for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers
and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the
Company’s performance of its indemnification obligations under this Agreement.


 


2.
Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’
and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.


 


3.
No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and
officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that
(i) premium costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient benefit.


 


E.
NON-EXCLUSIVITY; U.S. FEDERAL PREEMPTION; TERM


 


1.
Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee
may be entitled under the Company’s current memorandum and articles of association, as may be amended from time to time,
applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification
provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in
an indemnified capacity even though he/she may have ceased to serve in any such capacity at the time of any Proceeding. In the
event of any inconsistencies between the terms as set out in this Agreement and the provisions in the Company’s memorandum
and articles of association (as may be amended from time to time), the provisions in the Company’s memorandum and articles
of association (as may be amended from time to time) shall prevail.


 


2.
U.S. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances,
U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers
under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission
(the “SEC”)’s prohibition on indemnification for liabilities arising under certain U.S. federal securities
laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with
the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s
right under public policy to indemnify Indemnitee.


 


3.
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period
Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter
so long as Indemnitee shall be subject to any Proceeding by reason of his/her former or current capacity at the Company, whether
or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided
under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer
and/or a director of the Company or any other enterprise at the Company’s request.


 






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F.
MISCELLANEOUS


 


1.
Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other
provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in
this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.


 


2.
Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall
do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company
to bring suit to enforce such rights.


 


3.
Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either
party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all
such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this
Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable
by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase,
merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as
well as Indemnitee’s spouses, heirs, and personal and legal representatives.


 


4.
Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the
Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order,
to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of
this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining
provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they
each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to
be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties
hereto.


 


5.
Counterparts. This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.


 


6.
Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect
to conflicts of law provisions thereof.


 


7.
Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing
and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or
registered mail, return receipt requested, and addressed as follows:


 


To
the Company:


 


China
Liberal Education Holdings Limited


Attention:
Chief Executive Officer


 


To
Indemnitee:


 


At
his/her address last known to the Company.


 


8.
Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings,
both written and oral, between the parties with respect to the subject matter hereof.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.


 


	China
    Liberal Education Holdings Limited	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 	 


Indemnitee


 


	Signature:	 	 
	Name: