SPARK I ACQUISITION CORPORATION BOARD SERVICES AGREEMENT
Exhibit 10.11
SPARK I ACQUISITION CORPORATION
BOARD SERVICES AGREEMENT
This Board Services Agreement (the “Agreement”) is made and entered into on [ ], 2021 (the “Effective Date”), by and between Spark I Acquisition Corporation, a Cayman Island exempted company (the “Company”), SLG SPAC Fund LLC, a Delaware, USA company (the “Sponsor”), and [ ] (the “Director”). The Company and Director are referred to herein individually as “Party,” or collectively, as “Parties.” In consideration of the mutual covenants set forth below, the Parties hereby agree as follows:
1. Duties. Director agrees to perform the duties of a director of the Company in accordance with applicable law (collectively, the “Services”).
2. Consideration. As full and complete consideration for Services performed pursuant to this Agreement, the Company shall:
(a) Cash. The Company shall pay Director $[ ] per annum, payable monthly in arrears, in equal monthly payments, commencing upon official appointment to the Board of Directors in [ ]. However, the Company will make prepayments to the Director in [ ] totaling $[ ] for service expected to be rendered from [ ] to [ ]. Subsequently, any outstanding payments shall be made on or around the 25th day of each month following the end of each such monthly period.
(b) Equity. Following the Director’s appointment to the Company’s Board of Directors (the “Board”) and subject to the Board’s approval, the Sponsor shall transfer [ ] shares of the Company’s Class B ordinary shares (the “Shares”) to the Director pursuant to a Securities Assignment Agreement. Any lock-up period for the Shares after a de-SPAC shall be similar in nature to those of all the Company’s Class B ordinary shares.
(c) Indemnification. The Company shall enter into an indemnification agreement with Director in the form substantially attached hereto as Exhibit A (the “Indemnification Agreement”).
3. Independent Contractor. The Parties understand and agree that Director is an independent contractor and not an employee of the Company. Director has no authority to obligate the Company by contract or otherwise. Director recognizes and agrees that no amount will be withheld or deducted from Director’s compensation for payment of any federal, state, county, or local taxes (except as otherwise required by applicable law or regulation) and that Director has sole responsibility to pay such taxes, if any, and file such returns as shall be required by applicable laws and regulations. The Parties agree that Director will not be eligible for any employee benefits or unemployment benefits nor will the Company make deductions from Director’s compensation pursuant to any private or public benefit program.
4. Recognition of Company’s Rights; Nondisclosure. Director agrees that, at all times during the term of Director’s association with the Company and thereafter, Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except to the extent such disclosure, use or publication may be required in direct connection with Director’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company, including without limitation, information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees, consultants or other advisors of the Company. The term “Proprietary Information” does not include information that (i) is or becomes generally available to the public other than by disclosure in violation of this Agreement, (ii) was within Director’s possession prior to being furnished to Director by the Company, as shown by written records, (iii) becomes available to Director on a non-confidential basis without breach of any confidentiality obligation to the Company, or (iv) was independently developed by Director or obtained from a third party, in each case, without breach of any confidentiality obligation to the Company and without reference to the information provided by the Company, as shown by written records.
Director may disclose any Proprietary Information that is required to be disclosed by law, government regulation or court order; provided, however, that if disclosure is required, Director will give the Company advance written notice so that the Company may seek a protective order or take other action reasonable in light of the circumstances.
In addition, Director understands that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Director’s association and thereafter, Director will hold Third Party Information in the strictest confidence and will not disclose or use Third Party Information, except in connection with Director’s performing requested Services for the Company.
5. Intellectual Property Rights. Director agrees that any and all ideas, inventions, discoveries, improvements, know-how and techniques that result, either directly or indirectly, from Director’s advice, while, or as a direct result of, performing the Services for the Company under this Agreement (collectively, the “Inventions”) shall be the sole and exclusive property of the Company. Director hereby assigns to the Company his entire right, title and interest in and to all such Inventions; provided, however, the Company acknowledges and agrees that the Director may be involved in the creation of intellectual property that is similar to the Inventions and provided such intellectual property is not created as a direct result of performing Services for the Company under this Agreement, it shall not be considered Inventions hereunder. Director hereby designates the Company as his agent for, and grants to the Company a power of attorney with full power of substitution, which power of attorney shall be deemed coupled with an interest, solely for the purpose of effecting the foregoing assignments from Director to the Company.
6. No Conflicting Obligation. Director represents that Director’s performance of all of the terms of this Agreement does not and will not breach or conflict with any agreement with a third party. Director understands that Director is not to breach any obligation of confidentiality that Director has to present or former employers, and agrees to fulfill all such obligations during the term of this Agreement. Director xxxxxx agrees not to enter into any agreement that conflicts with this Agreement. Director further agrees not to bring to the Company or to use in the performance of Services for the Company any materials or documents of a present or former employer of Director, or any materials or documents obtained by Director from a third party under a binder of confidentiality, unless such materials or documents are generally available to the public or Director has authorization from such present or former employer or third party for the possession and unrestricted use of such materials.
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7. Term and Termination. This Agreement shall terminate on the date Director resigns or is removed from the Board of Directors of the Company, with or without cause. Upon termination of this Agreement, Director will promptly deliver to the Company all documents and other materials of any nature furnished by the Company to Director or produced by Director in connection with the Services rendered hereunder, together with all copies of any of the foregoing pertaining to the Services or pertaining to any Proprietary Information. Director shall continue to be bound by the terms of Section 4 and 5 of this Agreement for a period of one year after the termination of this Agreement.
8. General. The rights and liabilities of the Parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that, as the Company has specifically contracted for Director’s Services, Director may not assign or delegate Director’s obligations under this Agreement either in whole or in part. The Company may assign its rights and obligations hereunder to any person or entity who succeeds to all or substantially all of the Company’s business. Because Director’s Services are personal and unique and because Director may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement. Director further acknowledges that the Company would have no adequate remedy at law to enforce Sections 4, 5, 6 and 7 hereof. In the event of a violation by Director of such Sections, the Company shall have the right to obtain injunctive or other similar relief, as well as any other relevant damages, without the requirement of posting bond or other similar measures. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, that provision shall be severed and the remainder of this Agreement shall continue in full force and effect.
9. Notices. Any notice provided under this Agreement shall be in writing and shall be deemed to have been effectively given (i) upon receipt when delivered personally, (ii) one day after sending when sent by private express mail service or electronic mail, or (iii) five days after sending when sent by regular mail to the address as may have been designated by the Company or Director by notice to the other given as provided herein.
10. Use of Director’s Name. To facilitate successful marketing, financing and development of the Company, Director agrees to allow the Company to use Director’s name and biographical information in connection with its marketing, financial and strategic ventures.
11. Entire Agreement. This Agreement, together with the Indemnification Agreement to be entered into by the parties, constitute the final, exclusive and complete understanding and agreement of the Parties hereto and supersedes all prior understandings and agreements. Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by the Parties hereto. Director acknowledges that Director does not have and shall not have any additional rights to acquire shares of the Company or any options, warrants or other rights to acquire shares of the Company unless such rights are approved in writing by the Board of Directors of the Company.
12. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the Cayman Islands, without regard to its conflict of laws rules. The Company and the Director 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 the jurisdiction of the courts of Cayman Islands, and not in any other courts in any other country, (ii) consent to submit to the exclusive jurisdiction of the Cayman Islands court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the Cayman Islands courts, Walkers Corporate Limited, 000 Xxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxx Xxxxxx XX0-0000, Cayman Islands, as its agent in the Cayman Islands courts as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within Cayman Islands, (iv) waive any objection to the laying of venue of any such action or proceeding in the Cayman Islands courts, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Cayman Islands courts has been brought in an improper or inconvenient forum.
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In Witness Whereof, the undersigned have executed this Board Services Agreement on the date set forth in the first paragraph hereof.
| COMPANY: | DIRECTOR: | |||
| SPARK I ACQUISITION CORPORATION | ||||
| By: | ||||
| Name: | Xxxxx Xxxx | Name: | ||
| Title: | Chief Executive Officer | |||
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EXHIBIT A
SPARK I ACQUISITION CORPORATION
INDEMNIFICATION AGREEMENT
