Exhibit 10.20


 





INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (this “Agreement”), made and entered into as of the ________ day of ___________, 20_____,
by and between E-Home Household Service Holdings Limited, an exempted company with limited liability under the laws of Cayman Islands
(the “Company”) and ___________________ (“Indemnitee”).


 


WITNESSETH:


 


WHEREAS, the Indemnitee
has agreed to serve as a director or executive officer of the Company and in such capacity will render valuable services to the
Company;


 


WHEREAS,
both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and
executive officers of public companies;


 


WHEREAS,
in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors and officers
of the Company, the board of directors of the Company (the “Board”) has determined that it is reasonably prudent
and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons;


 


NOW,
THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration,
including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce
the Indemnitee to serve, or continue to serve, as a director or an executive officer of the Company, the Company and the Indemnitee
hereby agree as follows:


 


1. Definitions. As used in this
Agreement:


 


(a).
“Change of Control” shall mean any of the following:


 


(i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the United States Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)), but excluding
(1) the Company, (2) any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee
share plan of the Company or any subsidiary or affiliate of the Company, or any entity organized, appointed, established or holding
securities of the Company with voting power for or pursuant to the terms of any such plan and (3) any entity owned, directly or
indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company,
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities without
the prior approval of at least majority of the directors in office immediately prior to such person’s attaining such interest;


 


(ii)
any merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting
power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the
power to elect at least a majority of the Board or other governing body of such surviving entity;


 




     


     


    

  


(iii)
the approval by the shareholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company, in one transaction or a series of related transactions, of all or substantially all of the Company’s assets;


 


(iv)
any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or
in response to any similar item or any similar or successor schedule or form) promulgated under the Exchange Act whether or not
the Company is then subject to such reporting requirements; and


 


(v)
during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose
election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds
of the directors then still in office who either were directors at the beginning of the period or whose election or nomination
for election was previously so approved, ceasing for any reason to constitute a least a majority of the members of the Board.


 


(b).
“Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement of
expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in
respect of which indemnification or advancement is being sought by the Indemnitee.


 


(c).
“Expenses” shall mean shall mean, without limitation, expenses of Proceedings, including attorneys’ fees,
disbursement and retainers, accounting and witness fees, expenses related to preparation for service as a witness and to service
as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts
paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting
to establish or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum
of Association and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise,
and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding
or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term
“Expenses” shall not include the amount of judgments, fines, interest or penalties, which are actually levied against
or sustained by the Indemnitee to the extent sustained after final adjudication.


 


(d).
“Independent Legal Counsel” shall mean any firm of attorneys that is not presently representing and has not
in the preceding five (5) years represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity
controlled by the Indemnitee, or any party adverse to the Company in any matter material to any such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements). Notwithstanding
the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in
an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Articles,
applicable law or otherwise.


  


(e).
“Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, or other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the
name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving
a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by
the Company or its Board), by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, or is
or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such
capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this
Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or
alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity,
or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant
to this Agreement, the Articles, applicable law or otherwise.


 




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(f).
The phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology
shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other
enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation,
any service as a director/an executive officer of the Company which imposes duties on, or involves services by, such director/executive
officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans,
such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee
shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company,
trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined
voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be
presumed conclusively that the Indemnitee is so acting at the request of the Company.


 


2. Services
By Indemnitee. The Indemnitee agrees to serve as a director or officer of the Company under the terms of the Indemnitee’s
agreement with the Company for so long as the Indemnitee is duly elected or appointed or until such time as the Indemnitee tenders
a resignation in writing or is removed from the Indemnitee's position; provided, however, that the Indemnitee may
at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed
by operation of law).


 


3. Proceedings
by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened
to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its
favor by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving at the request
of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, which are actually
and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company;
except that no indemnification under this section shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudicated by final judgment by a court of competent jurisdiction to be liable to the Company for willful misconduct
in the performance of his/her duty to the Company, unless and only to the extent that the court in which such Proceeding was brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such amounts which such other court shall deem proper.


 


4. Proceeding
Other Than a Proceeding by or in the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is
a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the
right of the Company) by reason of the fact that the Indemnitee is or was a director or officer of the Company, or is or was serving
at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties,
which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted
by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing
by the Company (which approval shall not be unreasonably withheld).


 




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5. Indemnification
for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement, to the
extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the
Company or the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or
beneficiaries or (ii) anything done or not done by the Indemnitee as a director or officer of the Company or in connection with
serving at the request of the Company as an agent of another enterprise, or (b) has been successful in defense of any Proceeding
or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without
prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable
law. All such indemnification against Expenses shall be offset by the amount of cash, if any, received by the Indemnitee resulting
from his/her success therein.


 


6. 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.


 


7. Advancement
of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of
the final disposition of the Proceeding at the written request of the Indemnitee, to the fullest extent permitted by applicable
law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses
have been incurred by the Indemnitee in connection with such Proceeding and an undertaking in writing to repay any advances if
it is ultimately determined as provided in Section 8(b) of this Agreement that the Indemnitee is not entitled to indemnification
under this Agreement, the Articles, applicable law or otherwise.


 


8. Indemnification
Procedure; Determination of Right to Indemnification.


 


(a)
Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for
indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the
Company of the commencement thereof in writing. The failure and delay to so notify the Company will not relieve the Company from
any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant
substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.


 


(b)
The Indemnitee shall be conclusively presumed to be entitled to indemnification under this Agreement unless a determination is
made that the Indemnitee is not entitled to indemnification under this Agreement, the Articles, applicable law or otherwise by
one of the following two methods, which, if there has not been a Change in Control, shall be at the election of the Board: (i)
by a majority vote of the Board of a quorum consisting of Disinterested Directors or (ii) if a quorum of the Board consisting of
Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, by Independent Legal
Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. If a Change in Control shall have
occurred and the Indemnitee so requests in writing, such determination shall be made only by Independent Legal Counsel in the manner
set forth in this subsection.


 




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(c)
If (i) a determination is made that the Indemnitee is not entitled to indemnification under this Agreement or (ii) a claim for
indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt
by the Company of written notice thereof, the Indemnitee is entitled to an adjudication in any court of competent jurisdiction.
Such judicial proceeding shall be made de novo. The burden of proving that indemnification or advances are not appropriate shall
be on the Company. Neither the failure of the directors of the Company or Independent Legal Counsel to have made a determination
prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because
the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors of the Company
or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action
by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard
of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding,
that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights
of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein.


 


(d)
If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses
hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication
(including, but not limited to, any appellate proceedings).


 


(e)
With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled
to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company
may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee
of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for
any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The
Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the
Indemnitee’s written consent. The Indemnitee shall have the right to employ his/her own counsel in any Proceeding, but the
fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall
be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company,
(ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee
in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense
of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company.
The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which
the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.


 


9. Limitations
on Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity in connection with any claim made against the Indemnitee:


 


(a)
in connection with any Proceeding initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) the
Board authorized the Proceeding prior to its initiation or (ii) the Proceeding is to enforce indemnification rights under this
Agreement, the Articles, applicable law or otherwise and either (A) Indemnitee is successful in such Proceeding in establishing
Indemnitee’s right, in whole or in part, to indemnification or advancement of Expenses hereunder (in which case such indemnification
or advancement shall be to the fullest extent permitted by this Agreement) or (B) the court in such Proceeding shall determine
that, despite Indemnitee’s failure to establish his or her right to indemnification, Indemnitee is entitled to indemnity
for such expenses (in which case such indemnification or advancement shall be to the extent provided by such court);


 




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(b)
in connection with the Indemnitee preparing to serve or serving, prior to a Change in Control, as a witness in voluntary cooperation
with any non-governmental or non-regulatory party or entity who or which has threatened or commenced any action or proceeding against
the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of
the Company, but such indemnification may be provided by the Company if the Board finds it to be appropriate;


 


(c)
for which payment has actually been made to the Indemnitee under a valid and collectible insurance policy, except in respect of
any excess beyond the amount of payment under such insurance policy;


 


(d)
for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions
of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;


 


(e)
for which the Indemnitee is indemnified and actually paid other than pursuant to this Agreement;


 


(f)
for conduct that is finally adjudged by a court of competent jurisdiction to have been caused by the Indemnitee’s dishonesty,
willful default or fraud, including, without limitation, breach of the duty of loyalty, unless and only to the extent that the
court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which
such court shall deem proper;


 


(g)
if a court of competent jurisdiction finally determines that such indemnification is unlawful. In this respect, the Company and
the Indemnitee have been advised that the Securities and Exchange Commission (the “SEC”) takes the position
that indemnification for liabilities arising under securities laws is against public policy and is, therefore, unenforceable and
that claims for indemnification should be submitted to appropriate courts for adjudication;;


 


(h)
in connection with Indemnitee’s personal tax matter;


 


(i)
subject to the proviso in Section 9(a) hereof, in connection with any dispute or breach arising under any contract or similar obligation
between the Company or any of its subsidiaries or affiliates and such Indemnitee; or


 


(j)
in connection with any reimbursement made by Indemnitee to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), Section 306 of the Sarbanes-Oxley Act or Section 954 of the Dodd–Frank Wall
Street Reform and Consumer Protection Act and the rules promulgated by the SEC thereunder.


 


10. Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such person serves at the request of the Company, the 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 director, officer, employee,
agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a Proceeding pursuant to the terms
hereof, the Company has directors’ and officers’ insurance in effect, the Company shall give prompt notice of the commencement
of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such Proceeding in accordance with the terms of such policies.


 




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


 


12. Continuation
of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the
Indemnitee is a director or an executive officer of the Company (or is or was serving at the request of the Company as an agent
of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any Proceeding
by reason of the fact that the Indemnitee is or was a director or an executive officer of the Company or is or was serving in any
other capacity referred to in this Section 12.


 


13. Indemnification
Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights
to which the Indemnitee may be entitled under the Articles, any agreement, vote of shareholders or vote of Disinterested Directors,
provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to
action or omission in another capacity on behalf of the Company while holding such office.


 


14. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or
(ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s). 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 judgments, fines, penalties, excise taxes, amounts paid
or to be paid in settlement and/or for Expenses. The Company agrees that it would not be just and equitable if contribution pursuant
to this Section 14 were determined by pro rata allocation or any other method of allocation which does not take account of the
foregoing equitable considerations.


 


15. Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto
with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and
in furtherance of the Articles and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder.


 




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16. Amendment.
This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties
hereto.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any
right of Indemnitee under this Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration
or repeal.  To the extent that a change in applicable law, whether by statute or judicial decision limits rights with respect
to indemnification, contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect
to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect
to the extent permitted by applicable law.


 


17. Waivers.
The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is
to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power
or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise
of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.


 


18. Assignment;
Successors and Assigns. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party
thereto 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
in a written agreement in form and substance satisfactory to the Indemnitee. 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 the Indemnitee’s spouses, heirs, and personal and legal representatives.


 


19. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission
or email). All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient
thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt. 
Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business
day in the place of receipt.  The address for notice to a party is as shown on the signature page of this Agreement,
or such other address as any party shall have given by written notice to the other party as provided above.


 


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


 


21. Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give
the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
To the extent required, any section, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction
to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law.
The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not
constitute a breach of this Agreement.


 




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22. Governing
Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York, without regard to its conflict of laws rules.


 


23. Consent
to Jurisdiction. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in any state or United States federal court located in
the Borough of Manhattan, the City of New York, New York (each a “New York Court”), and not in any other state
or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court, and (iv) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper
or inconvenient forum.


 


24. Headings.
The Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning
or interpretation of any provisions hereof.


 


25. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against
whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


26. Use of
Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section,
subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 




    9


     


    







 







IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered to be effective as of the date first above written.


 


	 	E-Home Household Service Holdings Limited
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address:
	 	Facsimile:
	 	Attention:
	 	 
	 	With a copy to:
	 	 
	 	Address:
	 	Facsimile:
	 	Attention:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	 
	 	Address:
	 	Facsimile:
	 	 
	 	With a copy to:
	 	 
	 	Address:
	 	Facsimile:
	 	Attention: