EXHIBIT 10.9



 


INDEPENDENT DIRECTOR AGREEMENT






 


THIS INDEPENDENT DIRECTOR
AGREEMENT (this “Agreement”), dated as of ______________________ (the “Effective Date”),
is by and between Ruanyun Edai Technology Inc., a company incorporated under
the laws of the Cayman Islands (the “Company”), and ____________, an individual (the “Director”).


 


RECITALS


 


WHEREAS, the Company
desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director
desires to accept such appointment to serve on the Board; and


 


WHEREAS, the Director
may be appointed to serve as a member or chair of one or more committees of the Board.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the Director’s services to the Company as a member of the Board, as a member of such committees
of the Board to which the Director may be appointed from time to time and as chair of one or more committees to which the Director
may be appointed in such capacity from time to time, and intending to be legally bound hereby, the Company and the Director hereby
agree as follows:


 


1.          Term.
The Company hereby appoints the Director, and the Director hereby accepts such appointment by the Company, for the purposes and
upon the terms and conditions contained in this Agreement. The term of such appointment shall commence on ______________________
(the “Commencement Date”) and shall continue until the Director’s successor is duly elected or appointed
and qualified or until the Director’s earlier death, disqualification, resignation or removal from office, pursuant to the
terms of this Agreement, the Company’s then current Memorandum and Articles of Association, as may be amended from time to
time, or any applicable laws, rules, or regulations (the “Expiration Date”). In the event that the Director’s
successor has not been duly elected or appointed as of the Expiration Date, the Director agrees to continue to serve hereunder
until such successor has been duly elected or appointed and qualified.


 


2.         Compensation.
In exchange for the Director’s service as (a) a member of the Board, (b) a member of each committee of the Board to which
the Director may be appointed, and (c) chair of each committee of the Board to which the Director may be appointed, the Company
agrees to compensate the Director, and the Director agrees to accept the compensation as determined by the Board from time to time
(the “Compensation”), subject to the terms herein. In the event that the Director serves less than twelve consecutive
months as a member of the Board, the Company shall only be obligated to pay the pro rata portion of the Compensation to the Director
for services performed during such year.


 


3.          Independence.
The Director acknowledges that appointment to the Board is contingent upon the Board’s determination that the Director
is “independent” with respect to the Company, as such term is defined by Rule 5605 of the Nasdaq Stock Market’s
Listing Rules, and any other applicable rules, and that the Director may be removed from the Board in the event that the Director
does not maintain such independence. The Director acknowledges and agrees that the acceptance, directly or indirectly, of any consulting,
advisory, or other compensatory fee, other than for Board service, from the Company or any subsidiary thereof will impair the Director’s
independence, and the Director agrees not to accept any such fees.


 






    	 



    	 



    

 





4.          Duties.
The Director shall exercise all powers in good faith and in the best interests of the Company, including but not limited to,
the following:


 


              (a)          Conflicts of Interest/Applicable
Law. In the event that the Director has a direct or indirect financial or personal interest in a contract or transaction to
which the Company is a party, or the Director is contemplating entering into a transaction that involves use of corporate assets
or competition against the Company, the Director shall promptly disclose such potential conflict to the applicable Board committee
or the Board and proceed as directed by such committee or the Board, as applicable. The Director acknowledges the duty of loyalty
and the duty of care owed to the Company pursuant to applicable law and agrees to act in all cases in accordance with applicable
law.


 


              (b)          Corporate Opportunities.
Whenever the Director becomes aware of a business opportunity related to the Company’s business, which one could reasonably
expect the Director to make available to the Company, the Director shall promptly disclose such opportunity to the applicable Board
committee or the Board and proceed as directed by such committee or the Board, as applicable.


 


             (c)           Confidentiality.
The Director agrees and acknowledges that, by reason of the nature of the Director’s duties on the Board, the Director will
have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset
of the Company (“Confidential Information”), including, without limitation, any lists of customers or suppliers,
distributors, financial statistics, research data or any other statistics and plans or operation plans or other trade secrets of
the Company and any of the foregoing which belong to any person or company but to which the Director has had access by reason of
the Director’s relationship with the Company. The term “Confidential Information”
shall not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure
by the Director or the Director’s representatives; or (ii) is required to be disclosed
by the Director due to governmental regulatory or judicial process. The Director agrees faithfully to keep in strict confidence,
and not, either directly or indirectly, to make known, divulge, reveal, furnish, make available or use (except for use in the regular
course of employment duties) any such Confidential Information. The Director acknowledges that all manuals, instruction books,
price lists, information and records and other information and aids relating to the Company’s business, and any and all other
documents containing Confidential Information furnished to the Director by the Company or otherwise acquired or developed by the
Director, shall at all times be the property of the Company. Upon termination of the Director’s services hereunder, the Director
shall return to the Company any such property or documents which are in the Director’s possession, custody or control, but
this obligation of confidentiality shall survive such termination until and unless any such Confidential Information shall have
become, through no fault of the Director, generally known to the public. The obligations of the Director under this subsection
are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Director may have
to the Company under general legal or equitable principles.


 


              (d)          Code of Business
Conduct and Ethics. The Director agrees to abide by and follow all such procedures set forth in the Company’s code of
business conduct and ethics, as may be in existence now or at any time during the term of this Agreement, and any other policy,
code or document governing the conduct of directors of the Company as may be in existence now or at any time during the term of
this Agreement.


 


5.         Expenses.
Upon submission of adequate documentation by the Director to the Company, the Director shall be reimbursed for all reasonable expenses
incurred in connection with the Director’s positions as a member of the Board and for services as a member of each committee
of the Board to which the Director may be appointed.


 






    	 



    	 



    




 


6.          Indemnity.
The Company and the Director agree that indemnification with respect to the Director’s service on the Board shall be governed
by that certain Indemnification Agreement attached as Exhibit A hereto (“Indemnification Agreement”).


 


7.          Withholding.
The Director agrees to cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the
Company required under law or regulation in connection herewith, and the Company may act unilaterally in order to comply with such
laws.


 


8.         Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns.


 


9.         Recitals.
The recitals to this Agreement are true and correct and are incorporated herein, in their entirety, by this reference.


 


10.        Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.


 


11.        Headings and
Captions. The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience
of reference only, and shall not be considered terms or conditions of this Agreement.


 


12.       Neutral Construction.
Neither party hereto may rely on any drafts of this Agreement in any interpretation of the Agreement. Both parties to this Agreement
have reviewed this Agreement and have participated in its drafting and, accordingly, neither party shall attempt to invoke the
normal rule of construction to the effect that ambiguities are to be resolved against the drafting party in any interpretation
of this Agreement.


 


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


 


14.        Miscellaneous.
This Agreement shall be construed under the laws of the State of New York, without application to the principles of conflicts of
laws. This Agreement and the Indemnification Agreement constitute the entire understanding between the parties with respect to
the Director’s service on the Board and there are no prior or contemporaneous written or oral agreements, understandings,
or representations, express or implied, directly or indirectly related to this Agreement that are not set forth or referenced herein.
This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous discussions and understandings
of the parties hereto and/or their affiliates with respect to the Director’s service on the Board. The Director acknowledges
that he has not relied on any prior or contemporaneous discussions or understanding in entering into this Agreement. The terms
and provisions of this Agreement may be altered, amended or discharged only by the signed written agreement of the parties hereto.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Independent Director Agreement as of the Effective Date.


 


	 	Ruanyun edai technology inc.
	 	 
	 	By: 
	 	Name: 
	 	Title: 
	 	 
	 	
        DIRECTOR

        

        

	 	 
	 	
	 	Name: 


 









    	 



    	 



    

 





EXHIBIT A


 


INDEMNIFICATION AGREEMENT


 


(Attached)