EXHIBIT
10.14


 


INFORMATION
TECHNOLOGY & SOFTWARE DEVELOPMENT SERVICES AGREEMENT


 


This
Information Technology & Software Services Agreement (“Agreement”) is made this 5th day of February
2018 (the “Effective Date”) between Forex Development Corporation, a Delaware Corporation, located at 1460 Broadway,
New York, NY (“the Company”), and NSFX Ltd. with a principle office at 168 St Christopher Street, Valletta
VLT 1467, MALTA (“Customer”), Registration Number: C/56519 MFSA License Number: IS/56519.


 


WHEREAS,
the Company is engaged in the business of providing a full range of information technology and software development consulting
services; and


 


WHEREAS,
Customer desires to retain the Company to perform information technology services and functions; and


 


NOW
THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, the parties have agreed and do
agree as follows:


 


AGREEMENT


 


	1.	Contracted
    Services. This Agreement shall apply to the delivery of information technology services, support, and functions as further
    described in Statements of Work (SOW or Base Services) that may be proposed and approved by the parties. Any such approved
    SOW shall be incorporated herein by reference (the services and functions described in any SOW are hereafter referred to as
    the “Services”). If the scope of the Services is expanded, revised, or modified, for any SOW incorporated herein,
    the parties shall prepare and sign an amended or new SOW (or change order), which likewise shall be attached hereto and incorporated
    herein by reference. Absent the execution of a SOW, this Agreement does not, in and of itself, represent a commitment by Customer
    to receive any Services from the Company or pay the Company any fees.
	 	 
	2.	The
    Term of Agreement.
	 	 
	(a)	The
    term of this Agreement will commence on the Effective Date set forth above and will continue until terminated by either party
    as provided below (“Term”). If the SOW provides for a different Term, the SOW Term will control for that specific
    SOW only.
	 	 
	(b)	Either
    party shall have the option to terminate this Agreement, without cause, by providing ninety (90) days notice days’ notice
    of its intent to terminate the Agreement without cause, provided that the parties retain the right to agree to such shorter
    period of notice. If a SOW provides for a different termination notice period, the SOW termination clause will control for
    that specific SOWonly. This clause shall be without prejudice to clause 14 hereof.
	 	 
	(c)	If
    there is a continuing need for any Services identified in a SOW, after the expiration of this Agreement and Customer requests,
    in writing, to have the Company complete the Services, this Agreement will automatically renew for the period that it takes
    for the completion of such Services.
	 	 
	(d)	The
    Agreement can be terminated for cause, as defined in paragraph 14(a) herein, at any time provided the alleged breaching party
    is provided an opportunity to cure the alleged breach in the manner set forth in paragraph 14(a) below or a Permitted Delay,
    as defined in paragraph 14(d) herein, does not apply.
	 	 
	3.	Fees
    and Payment Terms.
	 	 
	(a)	In
    exchange for the Services performed by the Company, as set forth in any SOW, Customer agrees to compensate the Company at
    the rates identified in the fee schedule set forth in a SOW. Such rates are exclusive of any federal, state, or local sales
    or use taxes, or any other taxes or fees assessed on, or in connection with any of the Services rendered herein. Customer
    will pay all undisputed invoices within fifteen (15) days of receipt thereof.
	 	 
	(b)	In
    addition, Customer shall reimburse the Company its actual out-of-pocket expenses as reasonably incurred by the Company in
    connection with the performance of Services. Additional expenses for materials, services, training and hardware may only be
    incurred by the Company and charged to Customer if prior written approval from Customer has been obtained.


 




    	 



    	 



    

 


	(c)	A
    late charge of one and one-half percent (11⁄2%) per month, or the legal maximum if less, shall accrue on past due billings
    unless Customer notifies the Company of a billing dispute in writing prior to the payment due date. Customer shall be responsible
    for any costs incurred by the Company in the collection of unpaid invoices including, but not limited to, collection and filing
    costs and reasonable attorney’s fees of not less than fifteen percent (15%) of the outstanding balance due.
	 	 
	4.	Change
    Orders or Out of Scope Services. To the extent that Customer requires or requests additional services or services that
    exceed the Services set forth in any SOW incorporated herein, the Company will charge an additional fee for such other services
    or out of scope work. Fees for such other services or out of scope work will be set forth on a Change Authorization Order
    (CAO), which will also provide a description of the changed or additional service(s) being requested. Once a CAO is signed
    by both parties, it will be incorporated into the Agreement and have the same legal effect as the SOW that is incorporated
    into the Agreement.
	 	 
	5.	Ownership
    of Materials Related to Services. The Parties agree that any materials prepared and delivered by the Company, will result
    in Parties jointly owning all right, title to and interest in (i) all Systems as described in the SOW Schedule and (ii) all
    the added features and benefits made to the Systems as defined in the SOW Schedule. The Parties shall jointly own all inventions,
    IPs, copyrights and distribution rights conceived solely pursuant to the Research and Development Plan. Notwithstanding the
    foregoing, the parties recognize that performance of the Company hereunder will require the skills of the Company and, therefore,
    the Company shall retain the right to use, without fee and for any purpose, such “know-how”, ideas, techniques
    and concepts used or developed by the Company during performance of the services of this Agreement.
	 	 
	6.	Independent
    Contractor. The parties enter into this Agreement as independent contractors and nothing within this Agreement shall be
    construed to create a joint venture, partnership, agency, or other employment relationship between the parties other than
    as defined in Section 5, which defines Ownership of Materials Related to Services. All the Company employees who are assigned
    to perform services at any Customer owned or leased facility shall be an employee of the Company only and will not be considered
    an agent or employee of Customer for any purpose. The  Company will be solely responsible for payment of all compensation
    owed to its employees, including all applicable federal, state and local employment taxes and will make deductions for all
    taxes and withholdings required by law. In no event will any the Company employee be eligible for or entitled to any benefits
    to Customer.
	 	 
	7.	Confidential
    Information.
	 	 
	(a)	Customer
    understands and acknowledges that the Company may, from time to time, disclose “Confidential Information” to Customer.
    For purposes of this Agreement, the term “Confidential Information” shall include but not be limited to any nonpublic
    and/or proprietary information or materials relating to the Company’s promotional and/or marketing strategy and activity,
    the Company’s pricing information (including but not limited to rates, margins, and budgets), the Company’s financial
    and budget information, the Company’s customer lists, information about the education, background, experience, and/or
    skills possessed by the Company employees, the Company employee compensation information, the Company’s service and/or
    sales concepts, the Company’s service and/or sales methodology, the Company’s service and/or sales techniques,
    the Company’s customer satisfaction data or sales information, or any information which the Company marks or identifies
    as “confidential” at the time of disclosure or confirms in writing as confidential within a reasonable time (not
    to exceed thirty (30) days) after disclosure. Customer will not disclose the Company’s Confidential Information to any
    third party at any time without the prior written consent of the Company and shall take reasonable measures to prevent any
    unauthorized disclosure by its employees, agents, contractors, or consultants. Further, the Company’s Confidential Information
    shall include the terms set forth in this Agreement, all of which shall remain the property of the Company and shall in no
    event be transferred, conveyed, or assigned to Customer because of the services provided pursuant to this Agreement. The foregoing
    duty shall survive any termination or expiration of this Agreement.


 




    	 



    	 



    

 


	(b)	The
    the Company also understands and acknowledges that Customer may, from time to time, disclose to the Company proprietary ideas,
    concepts, expertise, and technologies developed by Customer relating to computer application programming, installation, and
    operation (collectively “Customer’s Confidential Information”). Customer may further provide to the Company
    documentation, reports, memoranda, notes, drawings, plans, papers, recordings, data, designs, materials, or other forms of
    records or information relating to Customer’s business operations (collectively “Confidential Trade Information”).
    the Company agrees (i) not to use any Customer Confidential Information or Confidential Trade Information for its own use
    or for any purpose other than the specific purpose of completing the Services; (ii) not to voluntarily disclose any Customer
    Confidential Information or Confidential Trade Information to any other person or entity; and (iii) to take all reasonable
    measures to protect the secrecy of, and avoid disclosure or use of, Customer Confidential Information and/or Confidential
    Trade Information in order to prevent it from falling into the public domain or the possession of persons other than those
    persons authorized hereunder to have such Customer Confidential Information and/or Confidential Trade Information. The foregoing
    duty shall survive any termination or expiration of this Agreement.
	 	 
	(c)	In
    no event shall Customer use the Company’s Confidential Information to reverse engineer or otherwise develop products
    or services functionally equivalent to the products or services of the Owner.
	 	 
	(d)	The
    following shall not be considered Confidential Information for purposes of this Agreement: (a) Information which is or becomes
    in the public domain through no fault or act of the receiving party; (b) Information which was independently developed by
    the receiving party without the use of or reliance on the disclosing party’s Confidential Information; (c) Information
    which was provided to the receiving party by a third party under no duty of confidentiality to the disclosing party; or (d)
    Information which is required to be disclosed by law with no further obligation of confidentiality, provided, however, prompt
    prior notice thereof shall be given to the party whose Confidential Information is involved.
	 	 
	(e)	The
    parties agree that the disclosure of any of the foregoing Confidential Information by either party shall give rise to irreparable
    injury to the owner of the Confidential Information, inadequately compensable in monetary damages. Accordingly, the no disclosing
    party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition
    to any other legal remedies which may be available.
	 	 
	8.	No
    solicitation of Employees. Customer will not, either directly or indirectly (except through the Company) solicit, hire,
    or contract with any the Company employee during the term of this Agreement and for a one (1) year period following termination
    thereof (hereafter the “No solicitation Term”). If Customer desires to hire any the Company employee during the
    Nonsolicitation Term directly, Customer must first seek the Company’s consent to hire the employee directly and to speak
    with the Company employee about the employment opportunity. If the Company grants Customer the option to employ a Company
    employee directly, and the Company employee accepts an offer of employment from Customer, the parties shall discuss issues
    related to the employee’s transition to Customer. The employee’s start date will be mutually agreed upon by Customer
    and the Company in writing. Provided the parties agree to the Company employee’s transition terms, Customer shall pay
    the Company a placement fee of no less than 20% of offered salary prior to the Company employee commencing work as an employee
    of Customer. Unless the parties agree otherwise, Customer shall not directly hire more than two the Company employees during
    the Non-Solicitation Term. If Customer hires the Company employee without first obtaining the consent of the Company, Customer
    shall pay the Company liquidated damage equal to 100% of the employee’s fair market salary, as determined by the Company
    in its sole discretion. This provision is considered a material term that allows for accelerated termination rights under
    paragraph 14 of this Agreement.
	 	 
	9.	Customer
    Responsibilities. In addition to any obligations and responsibilities described in the SOW or elsewhere in this Agreement,
    Customer shall have shared responsibility with the Company regarding the following:
	 	 
	(a)	To
    ensure that the necessary business and application knowledge is available and conveyed from the Customer’s existing
    support team to the Company’s support team.


 




    	 



    	 



    

 


	(b)	Provide
    ready access to all appropriate computing platforms, documentation (e.g., program source, copybooks, tables, subroutines)
    and personnel (i.e., end users and technical representatives) necessary to fully understand the current business systems and
    environments throughout the life of the engagement.
	 	 
	(c)	Provide
    at its facility, office space and equipment for the Company’s on-site employees. Access will also be provided to the
    Customer’s source libraries, test systems, and test data.
	 	 
	(d)	Provide
    external communications capability and/or access to its work facility to enable the Company’s on- site project team
    to access the Customer’s information technology system for after hours or weekend Services as required.
	 	 
	(e)	Customer
    shall assign an employee or representative to be present at the work facility for any after hours or weekend Services provided
    by the Company. If Customer declines or fails to assign an employee or representative to be present during such hours, Customer
    waives all claims for any property damage or loss that occurs during such time that the Company’s employee(s) is on
    the Customer’s work facility.
	 	 
	(f)	Provide
    passwords and job numbers to the Company employees as needed.
	 	 
	10.	Warranty
    of Services. Any warranty offered by the Company for Services provided herein shall be set forth in the SOW. In the absence
    of any warranty language in the SOW, the Company warrants that all Services performed pursuant to this Agreement will be performed
    in accordance with the general standards and practices of the information technology industry in existence at the time the
    Services are being performed. IN THE EVENT THAT THERE IS NO WARRANTY SET FORTH IN THE SOW, THE FOREGOING EXPRESS LIMITED WARRANTY
    IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, ORAL OR WRITTEN, CONTRACTUAL OR STATUTORY, INCLUDING
    BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT APPLICABLE.
	 	 
	11.	Limitation
    of Liability. Customer agrees that the Company shall not be liable to Customer, or any third party, for (1) any liability
    claims, loss, damages or expense of any kind arising directly or indirectly out of services provided herein for (2) any incidental
    or consequential damages, however caused, and Customer agrees to indemnify and hold the Company harmless against such liabilities,
    claims, losses, damages (significant or otherwise) or expenses, or actions in respect thereof, asserted or brought against
    the Company by or in right of third parties or for (3) any punitive damages, provided that such claims, loss, damages or expenses
    are not the result of the fraud, willful default, misconduct and/or negligence of the Company or any of its employees, principals
    (partners, shareholders or holders of an ownership interest, as the case may be), agents, delegates and/or contractors. For
    purposes of this Agreement, incidental or consequential damages shall include, but not be limited to, loss of anticipated
    revenues, income, profits or savings; loss of or damage to business reputation or good will; loss of Customers; loss of business
    or financial opportunity; or any other indirect or special damages of any kind categorized as consequential or incidental
    damages under the law of the State of Pennsylvania. the Company’s liability for any damages hereunder shall in no event
    exceed the amount of fees paid by Customer to the Company as of the date the alleged damages were incurred.
	 	 
	12.	Indemnification.
    Each party shall indemnify, defend and hold harmless the other, its employees, principals (partners, shareholders or holders
    of an ownership interest, as the case may be) and agents, from and against any third party claims, demands, loss, damage or
    expense relating to bodily injury or death of any person or damage to real and/or tangible personal property directly caused
    solely by the negligence or willful conduct of the indemnifying party, its personnel or agents in connection with the performance
    of the Services hereunder. To the extent that such claim arises from the concurrent conduct of Customer, the Company and/or
    any third party, it is expressly agreed that the Company’s liability shall be limited by the terms and provisions of
    paragraph eleven herein and that, with respect to any remaining obligations to pay any third party claims, demands, losses,
    damages or expenses that are not limited by the terms and provisions of paragraph eleven (11) herein, each party’s obligations
    of indemnity under this paragraph shall be effective only to the extent of each party’s pro rata share of liability.
    To receive the foregoing indemnities, the party seeking indemnification must promptly notify the other in writing of a claim
    or suit and provide reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle
    the claim or suit. The indemnifying party shall have no obligation to indemnify the indemnified party under any settlement
    made without the indemnifying party’s written consent.


 




    	 



    	 



    

 


	13.	Equal
    Opportunity Employer. the Company is an Equal Opportunity Employer and does not discriminate in recruitment, hiring, transfer,
    promotion, compensation, development, and termination of its employees based on race, color, sex, age, marital status, national
    origin, handicap, religious beliefs, veteran’s status or other protected category as required by applicable Federal,
    State and local laws. Customer likewise represents that it will not discriminate in the referral or acceptance of Consultants
    hereunder based on race, color, sex, age, marital status, national origin, handicap, religious beliefs, veteran’s status
    or other protected category as required by applicable federal, state and local laws.
	 	 
	14.	Termination.
	 	 
	(a)	Termination
    for Cause: If either party believes that the other party has failed in any material respect to performing its obligations
    under this Agreement (including any Exhibits or Amendments hereto), then that party may provide written a notice to the other
    party’s management representative describing the alleged failure in reasonable detail. If the alleged failure relates
    to an inability to pay any sum due and owing under this Agreement or if Customer makes an unauthorized solicitation of the
    Company employee under the provisions of paragraph eight (8) herein, the breaching party shall have ten (10) business days
    after notice of such failure to cure the breach. If the breaching party fails to cure within ten (10) business days, then
    the non-breaching party may immediately terminate this Agreement, in whole or in part, for cause by providing written a notice
    to the management representative of the breaching party. With respect to all other defaults, if the breaching party does not,
    within thirty (30) calendar days after receiving such written notice, either (a) cure the material failure or (b) if the breach
    is not one that can reasonably be cured within thirty (30) calendar days, then the non-breaching party may terminate this
    Agreement, in whole or in part, for cause by providing written notice to the management representative of the breaching party.
	 	 
	(b)	Termination
    for Bankruptcy: Either party shall have the immediate right to terminate this Agreement, by providing written notice to
    the other party, in the event that (i) the other party becomes insolvent, enters into receivership, is the subject of a voluntary
    or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (ii) a substantial part of the
    other party’s property becomes subject to any levy, seizure, assignment or sale for or by any creditor or government
    agency.
	 	 
	(c)	Payments
    Due: The termination of this Agreement shall not release either party from the obligation to make payment of all amounts
    then or thereafter due and payable.
	 	 
	(d)	Permitted
    Delays: Each party hereto shall be excused from performance hereunder for any period and to the extent that it is prevented
    from performing any services pursuant hereto in whole or in part, as a result of delays caused by the other party or an act
    of God, or other cause beyond its reasonable control and which it could not have prevented by reasonable precautions, including
    failures or fluctuations in electric power, heat, light, air conditioning or telecommunication equipment, and such nonperformance
    shall not be a default hereunder or a ground for termination hereof. the Company’s time of performance shall be enlarged,
    if and to the extent reasonably necessary, in the event: (i) that Customer fails to submit information, instructions, approvals,
    or any other required element in the prescribed form or in accordance with the agreed upon schedules; (ii) of a special request
    by Customer or any governmental agency authorized to regulate, supervise, or impact the Company’s normal processing
    schedule; (iii) that Customer fails to provide any equipment, software, premises or performance called for by this Agreement,
    and the same is necessary for the Company’s performance hereunder. the Company will notify Customer of the estimated
    impact on its processing schedule, if any.
	 	 
	(e)	Continuation
    of Services: The Company will continue to perform Services during the notice period unless otherwise mutually agreed upon
    by the parties in writing. If Customer provides the notice of termination and directs the Company not to perform the services
    through the notice period, Customer agrees to pay the Company an amount equal to the amount generally due to the Company for
    the notice period. Upon termination by either party, Customer will reimburse the Company for all services performed and charges
    and expenses reasonably incurred by the Company in connection with the services provided under this Agreement through the
    date of termination.
	 	 
	15.	Miscellaneous
    Clauses:
	 	 
	(a)	Non-Restrictive
    Relationship. the Company may provide the same or similar services to other customers and Customer may utilize other information
    technology service providers that are competitive with the Company.
	 	 
	(b)	Waiver.
    The rights and remedies provided to each of the parties herein shall be cumulative and in addition to any other rights
    and remedies provided by law or otherwise. Any failure in the exercise by either party of its right to terminate this Agreement
    or to enforce any provision of this Agreement for default or violation by the other party shall not prejudice such party’s
    rights of termination or enforcement for any further or other’s default or breach or be deemed a waiver or forfeiture
    of those rights.


 




    	 



    	 



    

 


	(c)	Force
    Majeure. Neither party will be liable to the other for failure to perform its obligations hereunder if and to the extent
    that such failure to deliver results from causes beyond its control, including and without limitation: strikes, lockouts,
    or other industrial disturbances; civil disturbances; fires; acts of God; acts of a public enemy; compliance with any regulations,
    order, or requirement of any governmental body or agency; or inability to obtain transportation or necessary materials in
    the open market.
	 	 
	(d)	Notices.
    All notices required under or regarding this Agreement will be in writing and will be considered if delivered personally,
    mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification
    of receipt) or sent by courier (confirmed by receipt) addressed to the following designated parties:


 


	 	If
    to the Company:	If
    to Customer:
	 	Forex
    Development Corporation	NSFX
    Ltd.
	 	Attention:
    Mitchell M. Eaglstein	Attention:
    Eliav Kordova
	 	1460
    Broadway, NY, NY 10036	168
    St Christopher Street, 
	 	 	Valletta
    VLT 1467, MALTA


 


	(e)	Severability.
    If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the
    remainder of this Agreement will not be affected.
	 	 
	(f)	Captions.
    The section headings in this Agreement are intended solely for the convenience of reference and shall be given no effect
    in the construction or interpretation of this Agreement.
	 	 
	(g)	Entire
    Agreement. This Agreement and the SOW(s) and/or CAO(s) incorporated herein constitute the entire agreement between the
    parties and supersede any prior or contemporaneous communications, representations or agreements between the parties, whether
    oral or written, regarding the subject matter of this Agreement.
	 	 
	(h)	Amendments.
    This Agreement and the Exhibits may be amended only by an instrument in writing executed by the parties hereto. Any written
    work order submitted by Customer shall not amend the terms of this Agreement and will only be considered (1) a statement of
    the work to be performed; (2) set forth any deadlines or schedules; and (3) the additional fees to be charged, if any, for
    any out of scope work or services stated on the work order.
	 	 
	(i)	Applicable
    Law. This Agreement is made under and will be construed in accordance with the law of New York without giving effect to
    that state’s choice of law rules. The forum for any dispute or litigation arising out of this Agreement shall be in
    the Courts of New York, NY, USA of the Company’s Home County Court or in the Federal District Court for the Company’s
    Federal District Jurisdiction.
	 	 
	(j)	Successors
    and Third-Party Beneficiaries. This Agreement shall inure to the benefit of the Company and Customer and any successors
    or assigns of the Company and Customer. No third party shall have any rights hereunder.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	On
    behalf of the Company:	 	On
    behalf of the Customer:
	 	 	 
	/s/
    Mitchell M. Eaglstein	 	/s/
    Eliav Kordova
	(Signature)	 	(Signature)
	 	 	 
	Name:
    Mitchell M. Eaglstein	 	Name:
    Eliav Kordova & Nicholas Bennett
	 	 	 
	Title:
    CEO	 	Title:
    CEO & Managing Director


 




    	 



    	 



    

 


STATEMENTS
OF WORK SCHEDULE


 


	I.	Fees
    and Payment Terms. The Customer shall pay a monthly fee of $9000 EUR at the beginning of the month and no later than fifteen
    (15) days of receipt of invoice, which is dated 1st of the month for the services rendered under Statements of
    Work (SOW or Base Services) below.
	 	 
	II.	SOW
    or Base Services. The existing SOW shall include the following:


 


	1.	Facilitate
    transfer of knowledge and ownership of the project from legacy system to the Company technology and support team. This shall
    include but not limited to:
	a.	All
    the Systems and methods from a business and client perspective and their relations to each other
	b.	Underlying
    source code
	c.	Repositories,
    wikis, task management systems
	d.	Systems
    architecture – Servers, DBs, Hosting, etc.)
	 	 
	2.	Support
    shall include diagnosis of problems or performance deficiencies, issues and bugs of the Systems and (ii) a resolution of the
    problem or performance deficiencies of all systems.


 


	III.	Amend
    SOW/New SOW/Change Order for Existing Product Development. The Company shall provide additional product and software development
    on the legacy system to add new features and benefits for an additional fee which shall be negotiated separately.
	 	 
	IV.	Development
    of Nexoin Project, a crypto currency exchange.