Exhibit 10.1





 


DIRECTOR AGREEMENT


 


This DIRECTOR AGREEMENT (this “Agreement”)
by and between Ajay Movalia (“Director”) and Traqer Corp. (“Company”), with its corporate headquarters
at 910 Sylvan Avenue, Suite 150, Englewood Cliffs, NJ 07632, is dated and effective as of August 1st, 2016 (the “Appointment”).


 


WITNESSETH:


 


WHEREAS, Company
wishes to retain Director to provide certain services to Company as set forth in Paragraph 1 below; and


 


WHEREAS, Director
has agreed to provide the services on the terms and conditions set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the promises and of the mutual representations, warranties and agreements set forth herein, Director and Company
agree as follows:


 


l. Duties. During
the Term (as defined in Paragraph 4 below), Director shall serve as a member of the Board of Directors (the “Board”)
of Company (the “Duties”). Director shall serve on committees and as Chair of committees as reasonably determined by
the Board. Director agrees to use his best efforts in connection with performing the Duties under this Agreement. Director acknowledges
and agrees that he does not have the authority to bind Company with respect to any matters, including the execution of agreements,
without authorization from a majority of the Board.


 


2. Fees. Director
shall be compensated for performing the Duties as follows:


 


The common stock of
the Company equivalent to 3,000 shares annually, paid on each anniversary date of this Agreement in which the Director serves on
the Board. The Board may consider additional cash compensation, as appropriate.


  


3. No Benefits:
Taxes; Expenses.


 


(a) Director is not
an employee of Company and will not be entitled to participate in, or receive any, benefit or right as a Company employee under
any Company employee benefit and welfare plans, including, without limitation, employee insurance, pension, savings and security
plans, as a result of his entering into this Agreement. 


 


(b) Director shall
be responsible for all estimated, withholding, social security, disability, unemployment, self-employment and other taxes, imposed
on Director by the federal government or any other domestic or non-domestic, federal, state, or local tax authority.


 


(c) Company shall
reimburse Director for his reasonable and documented expenses associated with rendering the Duties that are consistent with the
reimbursement policies and procedures of Company.


 


4. Term and Termination.
The term of this Agreement (the “Term”) shall commence on the Appointment Date and shall terminate upon Director ceasing
to be a member of the Board in accordance with the organizational documents of Company. For clarity, this Agreement does not guarantee
Director that he shall be a member of the Board for any set period of time and that his appointment to the Board is subject to
discretion of Company's stockholders and Board in accordance with Company's organizational documents. Notwithstanding the foregoing,
this Agreement may be terminated by Company for “Cause” upon written notice. “Cause” means (i) Director
has willfully breached or willfully neglected his duties and responsibilities as a member of the Board or a committee, (ii) conviction
of or a plea of no contest by Director with respect to a felony occurring on or after the execution of this Agreement, (iii) material
breach of this Agreement by Director, (iv) acts of fraud, dishonesty, misappropriation, or embezzlement by Director, (v) willful
failure by Director to comply with the Board's reasonable orders or directives consistent with Director's position, or (vi) becoming
disqualified or prohibited by law from serving as Director of Company; provided, however, that in the case of any act or failure
to act described in clauses (i), (iii), or (v) above, such act or failure to act will not constitute Cause if, within ten (10)
days after notice of such act or failure to act is given to Director by Company, Director has corrected such act or failure to
act (if it is capable of connection). Paragraphs 5 through 15 hereof shall survive the termination or expiration of this Agreement.


 






     


     


    

 


5. Confidential
Information. During the Term, and at any time thereafter, Director shall not, without the written or electronic consent of
Company's Chief Executive Officer or the consent of a majority of the Board, disclose to any person, firm or corporation (except,
during the Term, to the extent necessary to perform his duties hereunder) any customer lists, trade secrets, reports, correspondence,
mailing lists, manuals, price lists, Board lists, prospective Board lists, letters, records or any other confidential information
relating to the business of Company or any persons or entities controlling, controlled by or under common control with Company
(“Affiliate”) of Company and shall not, without the written or electronic consent of Company's Chief Executive Officer
or the consent of a majority of the Board, deliver any oral address or speech or publish, or knowingly permit to be published,
any written matter in any way relating to confidential information regarding the business of Company or any Affiliate


 


6. Non-Disparagement.
During the Term and at all times thereafter, Director shall not malign, criticize, or otherwise disparage Company, the Affiliates
or their respective officers or directors.


 


7. Delivery of Records
and Injunctive Relief.


 


(a) Upon the end of
the Term or upon termination, Director shall deliver to Company all correspondence, reports, customer lists, office keys, manuals,
advertising brochures, sample contracts, price lists, Board lists, prospective customer lists, mailing lists, letters, records
and any and all other documents pertaining to or containing information relative to the business of Company or shall provide Company
with written certification that all such tangible records of Company has been destroyed.


 


(b) Director understands
that in the event of a violation of the provisions of this Paragraph 7, Company shall have the right to seek injunctive relief,
in addition to any other existing rights provided herein or by operation of law, without the requirement of posting bond. The remedies
provided in this Paragraph 7 shall be in addition to any legal or equitable remedies existing between Director and Company, and
shall not be construed as a limitation upon, or as alternative or in lieu of, such remedies.


 


8. Indemnification.
Company shall indemnify Director from any loss, damage, cost or expense (including reasonable attorney's fees) (“Loss”)
arising from or related to a third party claim, demand, assessment, action, suit or proceeding ("Claim"), including without
limitation, any Claim arising from or related to Director's services in his capacity as a member of the Board. Notwithstanding
the foregoing, Company shall not be liable for Losses to the extent such Losses are caused by the negligence, recklessness or misconduct
of Director or breach of any of the terms of this Agreement by Director. 


 


9. Insurance.
Upon the Board’s determination, Company will procure Directors and Officers insurance providing reasonable coverage to the
Board.


 


10. Survival.
Notwithstanding anything to the contrary in this Agreement, the parties agree that Director's obligations under Paragraphs 5, 6,
and 7 of this Agreement and Company's obligations under Paragraph 8 of this Agreement shall continue despite the expiration of
the term of this Agreement or its termination.


 


11. No Agency Relationship.
This Agreement does not, and shall not be deemed to, make either party hereto the agent or legal representative of the other for
any purpose whatsoever. Neither party shall have the right or authority to assume or create any obligations or responsibility whatsoever,
express or implied, on behalf of or in the name of the other, or to bind the other in any respect whatsoever.


 


12. Independent
Contractor. In making and performing this Agreement, Director shall act at all times as an independent contractor and nothing
contained in this Agreement shall be construed or implied to create between Director and Company an agency, partnership, or employee-employer
relationship, or to create between Director and Company any other form of legal association or arrangement which imposes liability
upon one party for the act or failure to act of the other party.


 






     


     


    

 


13. Assignment.
This Agreement shall be binding upon the parties hereto, the heirs and legal representatives of Director and the successors and
assigns of Company. Director may not assign or otherwise transfer any of his rights or obligations under this Agreement without
the prior written or electronic consent of Company.


 


14. Notices.
Except as set forth in (b) herein, any notice required, permitted or intended to be given under this Agreement shall be in writing
and shall be deemed to have been given only if delivered personally or sent by registered or certified mail, return receipt requested,
postage prepaid to the appropriate address shown below, or such revised address as is delivered to the other party by the same
means.


 


 (a) Notices to Company shall be sent to:




 


Traqer
Corp.


Attn:
Chief Executive Officer


910
Sylvan Avenue, Suite 150


Englewood
Cliffs, NJ 07632


 


(b) Notices to Director
shall be sent to the most recent address or email address on file with Company.


 


15. Entire Agreement.
This Agreement constitutes the entire agreement between the parties in connection with the subject matter hereof, supersedes any
and all prior agreements or understandings between the parties and may only be changed by agreement in writing between the parties.


 


16. Construction.
This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, without application of the principles
of conflicts of laws.


 


17. Counterparts;
Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement may be executed by email of a signed pdf or signed
scanned document, and any signatures contained therein shall be considered original signatures.  


 


18. Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, this Agreement
shall be interpreted and enforceable as if such provision were severed or limited, but only to the extent necessary to render such
provision and this Agreement enforceable.


 


IN WITNESS WHEREOF,
and intending to be legally bound, the parties have executed this Agreement the day and year first above written.


 


	 	
        TRAQER CORP. 

	 	 	 
	 	By:	 
	 	 	Bess Audrey Lipschutz
	 	 	Chief Executive Officer
	 	 	 


 


	 	By:	
         

	 	 	Ajay Movalia, an individual