Exhibit
10.17


 





AMENDED
& RESTATED INTERCOMPANY SERVICES AGREEMENT


 


This
Intercompany Services Agreement (this “Agreement”) is made effective as of April 20, 2020 (the “Effective
Date”), by and between Medigus Ltd., a company incorporated under the laws of the State of Israel (“Parent”)
and ScoutCam Ltd., a subsidiary of Parent, incorporated under the laws of the State of Israel (“Company”).


 


RECITALS


 


WHEREAS,
the Company is a subsidiary of Parent;


 


WHEREAS,
Parent desires to hire and retain Company to perform certain services as described in this Agreement and Company desires to perform
such services for the consideration set forth herein; and


 


WHEREAS,
Company and Parent have previously entered into an Intercompany Services Agreement, and both parties wish to amend and restate
such agreement in accordance with the terms contained herein.


 


NOW,
THEREFORE, in consideration of the terms and conditions and mutual agreements contained herein, it is agreed as follows;


 


	1.	The
    Services


 


	 	1.1.	During
    the term of this Agreement, Company shall provide Parent with such services as set forth in Exhibit A and such
    other services as may be requested by the Parent and agreed upon by the Company from time to time (all such services shall
    be referred to herein as the “Services”). Exhibit A shall be updated from time to time by
    a mutual consent of the parties.
	 	 	 
	 	1.2.	Company shall provide
    the Services through its employees and/or independent contractors who have contracted with the Company (at Company’s
    discretion).
	 	 	 
	 	1.3.	In connection with
    the Services, neither the Parent nor the Company shall be authorized to negotiate or enter into any agreement on behalf of
    the other party hereto, nor shall it be authorized to undertake any obligations, commitments or liabilities on behalf of any
    other party hereto. Without limiting the foregoing, neither the Parent nor the Company shall have, or hold itself out or otherwise
    transact business in such as a way as to create the impression to unrelated third parties that it has, the authority to enter
    into contracts with or on behalf of any other Party hereto.
	 	 	 
	 	1.4.	During the term
    of this Agreement, Company shall use commercially reasonable efforts to perform the Services as Parent may reasonably request.
    Notwithstanding the foregoing, Company does not warrant or guarantee that any Services will be successful or accomplished
    in a timely manner or that any Service will be commercially viable. Company shall hot be liable to Parent for the failure
    to perform any Service in accordance with this Agreement.
	 	 	 
	 	1.5.	All intangibles
    rights resulting from or in connection with the Services, shall be the sole property of the Company, including without limitation:
    (i) patents and patent applications, including without limitation any extensions, divisions, continuations, continuations-inpart
    thereof and any applications or patents that claim priority from such patents and applications, and any foreign counterparts
    of any of the foregoing; (ii) trade secrets, ideas, processes, inventions (whether patentable or not), discoveries, concepts,
    methods, formulas, other proprietary information and associated intellectual and industrial property rights; and (iii) copyrights,
    software, designs, documentation, lab notes, and other works subject to protection under copyright law, whether or not registered;
    and (iv) trademarks, trade names, brand names, designs, packaging, service marks, logos, and any similar assets, rights or
    property, whether or not registered; and (v) marketing strategies, customer lists, surveys, studies, forecasts, estimates
    and other marketing information.


 




    	 	 	 



     


    

 


	2.	Relationship
    of the Parties


 


	 	2.1.	 Independent
    Contractors. Nothing contained in this Agreement is intended or is to be construed to constitute Company and Parent
    as partners or joint ventures, or Parent as an employee or agent of Company, or the employees or agents of Parent as employees
    or agents of Company. Neither party hereto shall have any express or implied right or authority to assume or create any obligation
    on behalf of or in the name of the other party or to bind the other party to, any contract, agreement or undertaking with
    any third party.
	 	 	 
	 	2.2.	 Indemnity.
    Parent hereby agrees to indemnify and hold Company harmless from any and all claims demands, actions, suits, liabilities and
    losses, costs and expenses of any kind or character on account of direct damages or losses to persons or property from any
    cause arising out of or in connection with the performance of Services under this Agreement.


 


	3.	Consideration


 


	 	3.1.	 Compensation.
    In consideration for the Company’s performance of the Services, Company shall be entitled to arm’s length service
    fees based on the most recent transfer pricing analysis as performed by an external expert, as may be adjusted from time to
    time and as initially set forth in Exhibit A (the “Consideration”). The Parent agrees to pay the amounts due under
    this Agreement in accordance with the terms set forth in this Section 3.
	 	 	 
	 	3.2.	 Review
    of Services Fees. The Consideration set out in Section 3.1 above shall be reviewed by the Company and Parent, and
    modified prospectively as required to conform to the “arm’s length” requirements of applicable tax rules.
    If either the Company or Parent considers that the Consideration is not equate to arm’s length pricing, either party
    may give notice for the pricing to be reviewed. If any change is agreed to, based on this review, such change may be made
    effective the date the notice to review was given.
	 	 	 
	 	3.3.	 Manner
    of Payment. Payment of the Consideration shall be made directly to Company or to such bank or in any other manner
    as is designated by Company. All payments made by the Parent to Company shall be in U.S. Dollars, unless otherwise agreed
    to by both parties. In addition the Parent may cause third parties investing or owing money to the Company to transfer such
    payments directly to the Company and such amounts shall be deemed as transferred from the Parent to the Company as payment
    of the Consideration.
	 	 	 
	 	3.4.	 Billing.
    Unless otherwise agreed upon by the parties, at the end of each calendar quarter, Company shall send an invoice to the Parent
    with respect to the payments due. The invoiced amount shall be due and payable within thirty (30) days following the receipt
    of such invoice.
	 	 	 
	 	3.5.	 Taxes.
    The Parent shall withhold from payments such taxes as required to be withheld under applicable law. If any tax is withheld
    by the Parent, it shall provide the Company with receipts or other evidence of such withholding and payment to the appropriate
    tax authorities. The Company agrees to not withhold any taxes, or to withhold at a reduced rate, to the extent that the Company
    is entitled to an exemption from, or reduction in the rate of, withholding under an applicable income tax treaty. VAT shall
    be added against tax invoice.


 


	4.	Reporting
    Requirements


 


	 	4.1.	 Books
    and Records. Company shall keep and maintain adequate books, records and files of the transactions underlying the
    payments of the Consideration to be made hereunder, in order to enable it to furnish complete and accurate information to
    Parent regarding all aspects of the Services and expenditures fund Parent shall have the right, upon reasonable notice and
    at its expense to inspect, audit, or have an audit performed of, Company’s books and records relating to the expenditure
    of funds under this Agreement.
	 	 	 
	 	4.2.	 Reports.
    Company shall from time to time, and as often as reasonably requested by Parent, provide written reports to Parent regarding
    its performance of the Services, describing a detailed report of costs incurred. Company shall promptly notify the Parent
    of any significant problems that may occur during the course of the Services.


 




    	 	 	 



     


    

 


	5.	Confidentiality


 


	 	5.1.	As a
    result of its performance of Services under this Agreement, Company and its employees, agents, and subcontractors will become
    uniquely knowledgeable with respect to the technology. Company hereby agrees not to disclose to others or to use for its own
    benefit, without Parent’s prior written consent, any of Company confidential information to which it had access to during
    the course of providing the Services.
	 	 	 
	 	5.2.	Company shall use
    its best efforts to assure that its employees, agents, and subcontractor do not make any such unauthorized disclosures. Company
    further agrees that its employees, agents, and subcontractors who are hired or retained by it to perform any of the Services
    shall have executed agreements, acceptable to Parent, whereby they agree to hold in confidence all proprietary, trade secret
    and any other confidential information to which they have access during the course of their duties as employees, agents, or
    subcontractors of Company and to assign to Parent any and all rights they may have or may acquire respecting the improvements
    in the course of performing the Services.


 


	6.	Term
    and Termination


 


	 	6.1.	Term.
This Agreement shall continue in force for a fixed term of one (1) year’ from the Effective Date unless terminated earlier
under the provisions of this Section 6. At the end of the fixed term, this Agreement shall renew automatically for additional
one (1) year terms (subject to earlier termination under the provisions of this Section 6), without notice, unless prior to that
time one party provides a 60 days prior written notice of nonrenewal to the other party.
	 	 	 
	 	6.2.	Termination
    for Convenience. This Agreement may be terminated by either party for any reason or no reason, whether or not extended
    beyond the first year by giving the other party 60 days prior written notice.
	 	 	 
	 	6.3.	Termination
    for Insolvency. This Agreement shall terminate immediately without notice:
	 	 	(i) upon the institution
    by or against Company or Parent of insolvency, receivership by or bankruptcy proceedings for the settlement of Company’s
    or Parent’s debts; (ii) upon Company’s or Parent’s making an assignment for the benefit of creditors; or
    (iii) upon Company’s or Parent’s dissolution or liquidation,
	 	 	 
	 	6.4.	Transition.
Upon termination or expiration of this Agreement, each party shall diligently cooperate with the other to effect a smooth and
orderly transition. From the time that a notice of termination is received by either party until the effective termination date,
each party shall fully cooperate with any newly appointed party performing the duties contemplated hereunder.
	 	 	 
	 	6.5.	Limitation
on Liability. In the event of termination by either party in accordance with any of the provisions of this Agreement,
neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of
the loss of prospective profits or anticipated sales or on account of expenditures investments, leases or commitments in connection
with the business or goodwill of Parent or Company.
	 	 	 
	 	6.6.	Survival
    of Certain Terms. The provisions of Sections 2, 5, 6.4, 6.5, and 7 shall survive the termination
    or expiration of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination
    or expiration of this Agreement.


 




    	 	 	 



     


    

 


	3.	Miscellaneous


 


	 	7.1.	Governing
Law and Jurisdiction. All questions, concerning this Agreement, including but not limited to, the validity, operation,
interpretation and construction thereof, shall be governed by and determined in accordance with the laws of the State of Israel.
The parties hereto agree that all actions and proceedings arising out of or relating directly or indirectly to this Agreement
shall be brought exclusively to the courts located in the District of Tel Aviv Yafo.
	 	 	 
	 	7.2.	Entire
    Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject
    matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
    of any rights under this Agreement shall be effective unless in writing and signed by the party to be charged.
	 	 	 
	 	7.3.	Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be deemed given if sent by prepaid registered
or certified airmail, return receipt requested (if available), or sent by telex, facsimile or similar communication, and confirmed
by such airmail, postage prepaid, addressed to each respective party at its principal address.
	 	 	 
	 	7.4.	Force
    Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible
    by Strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond
    the control and not caused by the negligence of the non-performing party, provided that the non-performing party uses its
    reasonable best efforts to promptly resume performance once it is possible to do so.
	 	 	 
	 	7.5.	Non-Assignability
    and Binding Effect. This agreement may not be assigned by any party without the prior written consent of the other
    party.
	 	 	 
	 	7.6.	Counterparts.
    This Agreement may be executed in two or more counterparts; each of which shall be deemed an original.


 


[Signature
page to follow]


 




    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Intercompany Services Agreement as of the day
and year first written above.


 


 


	Medigus Ltd.	 	ScoutCam Ltd.
	 	 	 	 	 
	By:	/s/
    Liron Carmel /s/ Tatiana Yosef	 	By:	/s/
    Yaron Silberman /s/ Tatiana Yosef
	Name:	Liron Carmel / Tatiana Yosef	 	Name:	Yaron Silberman / Tatiana Yosef
	Title:	CEO / CFO	 	Title:	CEO / CFO


 




    	 	 	 



     


    

 


Exhibit
A


 


Services


 


 


	Service	 	Consideration
	 	 	 
	Lease
    – lease of office space and clean room from Parent, located at Omer Industrial Park No. 7A, P.O. Box 3030, 8496500,
    Israel	 	Based
        on actual space utilized by Parent

         

        Shared
        space - According to Parent-Company space usage ratio.

	 	 	 
	Utilities
    - electricity water, IT and communication services (including internet and telephone), etc.	 	Based
    on Parent-Company employee ratio and actual costs incurred
	 	 	 
	Car
    Services - Car services, including car rental, gas usage, payment for toll roads, etc.	 	100%
    of expense incurred from a Company employee car
	 	 	 
	Insurance
    - directors and officers insurance	 	Parent
    shall pay $150,000 of the annual premium.
	 	 	 
	CFO
    Services – CFO service services	 	50%
    of Parent CFO employer cost
	 	 	 
	Direct
    Expense - every direct expense of the Company that is paid by Parent in its entirety	 	100%
        of the Direct Expense

         

        The
        Parent and the Company shall approve Direct Expenses in advance.

	 	 	 
	Mutual
    Expense - any other mutual expense that is borne by the parties	 	Respective
        portion of the Mutual Expense

         

        The
        Parent and the Company shall approve Mutual Expenses in advance.



 


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