Exhibit 10.11


 


Horn & Co. Draft May 22, 2018


 


SERVICES
AGREEMENT


 


THIS
SERVICES AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2018, by and between INX Ltd., a company
registered under the laws of Gibraltar with its address at 57/63 Line Wall Road, Gibraltar (the “Company”) and Shiran
Communications Ltd., a company registered under the laws of the State of Israel, with an address at 2 Rechaveam Zeevi St., Givat-Shmuel
54017, Israel (the “Consultant”).


 


1. APPOINTMENT


 


1.1
The Company hereby retains the Consultant’s services in providing project design and planning services reporting to the
Board of Directors of the Company (the “Services”) as set forth in Annex A to this Agreement (the “Purchase
Order”). The Services shall personally and exclusively be rendered by Ms. Maia Naor (“Maia”).


 


1.2The
Consultant undertakes to perform the Services diligently and conscientiously and to use its best efforts in the performance
thereof.


 


1.3The
Consultant represents and warrants to the Company that Maia has sufficient experience, knowledge and ability to render the
Services. The Consultant further represents and warrants to the Company that neither it nor Maia will not make use of (i) any
confidential or proprietary information belonging to any third party, or (ii) any information to which the Consultant is
restricted from disclosing or using due to contractual undertakings (such as Non Disclosure Agreements) or by law, in the
provision of the Services herein. The Consultant further represents and warrants that the execution and delivery of this
Agreement and the fulfillment of the terms hereof will not constitute a default under or breach of any agreement and/or
undertaking and/or other instrument to which it, or any of its employees or service providers is a party, including without
limitation, any confidentiality or non competition agreement, and do not require the consent of any person or entity which
has not been obtained by the Consultant.


 


1.4The
parties agree that the Consultant shall be an independent contractor of the Company and in no event shall an
employer-employee relationship be established between the parties under this Agreement. The Consultant acknowledges that it
shall not represent itself as an agent of the Company, except to the extent expressly authorized by the Company’s Board
of Directors and the parties agree that in no event shall a principal-agent relationship be established between the parties
under this Agreement or between the Consultant and the Company.


 


2. COMPENSATION


 


2.1In
consideration for the Services, the Consultant shall be granted a consulting fee per each Purchase Order as shall be agreed
and set forth in the respective Purchase Order (the “Consulting Fee”).


 


The
Consulting Fee shall be paid in accordance with the Purchase Order upon receipt of an invoice from the Consultant.


 


2.2The
Company will reimburse the Consultant for out-of-pocket business expenses, reasonably and necessarily incurred by it relating
to the provision of the Services, only if approved in advance by the Company. Reimbursement as aforementioned shall be paid within
30 days of receipt by the Company of an invoice and expense report (including receipts) by the Consultant.


 


2.3The
Consultant shall coordinate the performance of the Services with the Company on a daily basis and shall provide to the
Company, at the end of each month, a report setting forth its activities and achievements during the previous
month.


 


2.4The
Consultant shall not be entitled to receive any other compensation or payment from the Company other than as expressly stated
in this section.


 






     


     


    

  


3. TERM;
TERMINATION


 


3.1This
Agreement shall commence on May 1, 2018 and shall be in effect until terminated by either Consultant or Company upon 30 days written
notice, provided however that the Parties may not terminate this Agreement prior to the completion of all outstanding Purchase
Orders.


 


3.2Notwithstanding
the above, the Company shall be entitled to cancel any Purchase Order (whether in connection to the termination of the
Agreement or otherwise) prior to the completion thereof in the event that the Consultant does not perform in a timely and
professional manner its obligations under the Agreement and the Purchase Order. Upon such cancellation, Consultant shall
provide the Company with any deliverables or parts thereof, and the Company shall pay the Consultant for hours and services
actually extended to the Company pursuant to the respective Purchase Order.


 


3.3Upon
termination hereof, the Consultant shall return immediately to the Company all materials and Proprietary Information provided
to it with respect to the Services.


 


4. CONFIDENTIALITY


 


While
serving as a Consultant to the Company, the Consultant may obtain knowledge or private information belonging to, or possessed
or used by, the Company and its business. This knowledge or information may include, but is not limited to, knowledge or information
in the form of proprietary, confidential or trade secret processes, lists, plans, materials, formulas, and the like relating to
the Company’s business, products, customers and other activities (the “Proprietary Information”). Consultant
agrees to treat such knowledge or information as confidential. Consultant agrees that it will not, without the prior written consent
of the Company, at any time during the term of this Agreement or thereafter, directly or indirectly reveal, furnish or make known
to any person, or use for Consultant’s benefit or the benefit of others, any Proprietary Information of the Company, disclosed
to, learned of, developed, or otherwise acquired by Consultant while performing the Services for the Company. The Consultant undertakes
that the Confidential Information will be disclosed only to its employees and service providers who have a “need to know”
such information in order to enable such party to fulfill its obligations under this Agreement and are legally bound by agreements
which impose obligations comparable to those set forth in this Agreement including without limitations the obligations under Sections
4 and 5 herein. Notwithstanding the foregoing, Consultant shall not be obligated to maintain the confidentiality of the Proprietary
Information which: (i) is or becomes a matter of public knowledge through no fault of Consultant; (ii) is authorized, in writing,
by the Company for release; (iii) was lawfully in the Consultant’s possession before receipt from the Company, as evidenced
by the Consultant through written documentation; or (iv) is lawfully received by the Consultant from a third party without a duty
of confidentiality. Consultant shall protect the Proprietary Information by using the same degree of care, but no less than a
reasonable degree of care, typically afforded to such confidential information. No license under any trademark, patent, copyright
or other intellectual property right is either granted or implied by the disclosing of Proprietary Information by the Company
to Consultant.


 


5. OWNERSHIP
OF WORK PRODUCT


 


Consultant
agrees that all inventions, data, works, discoveries, designs, technology and improvements (whether or not protectable by a
patent or a copyright) (“Inventions”) related to the business of the Company, which are conceived of,
made, reduced to practice, created, written, designed or developed, authored or made by Consultant, alone or in combination
with others, which (i) are created or generated during the performance of the Services, (ii) which arise under or relate to
this Agreement or the Services (whether performed by the Consultant or by the Company using Consultant’s facilities),
or (iii) which result from the Proprietary Information, shall be the sole and exclusive property of the Company. The
Inventions are to be promptly reported to the Company but otherwise maintained in confidence by Consultant. All works
authored by the Consultant under this Agreement shall be deemed “works made for hire”. Consultant hereby assigns
to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and
intellectual property rights and applications therefor, and appoints any officer of the Company as its duly authorized agent
to execute, file, prosecute and protect the same before any government agency, court or authority. Consultant agrees to
cooperate fully with the Company and its nominees to obtain patents or register copyrights or trademarks in any and all
countries for these Inventions, and to execute all papers for use in applying for and obtaining such protection thereon as
the Company may desire, together with assignments thereof to confirm the Company’s ownership thereof, all at the
Company’s expense. The Company will bare the abovementioned Consulting Fee for time invested by the Consultant in this
matter.


 






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7. NOTICES


 


All
notices and other communications required or permitted to be given or sent hereunder shall be given in writing and shall be deemed
to have been sufficiently given or delivered for all purposes if mailed by registered mail, sent by fax or delivered by hand to
the respective addresses set forth above until otherwise directed. All notices shall be deemed to have been received: (i) within
three (3) business days following the date upon which it was deposit for registered mail; (ii) within one (1) business day after
it was transmitted by fax and confirmation of transmission has been obtained; and (iii) if delivered by hand or sent by email,
it shall be deemed to have been received at the time of actual receipt.


 


8. GOVERNING
LAW; RESOLUTION OF DISPUTES.


 


8.1This
Agreement shall be exclusively governed by and construed in accordance with the laws of Gibraltar.


 


8.2In
the event of a dispute between the Consultant and the Company arising out of, or relating to this Agreement, its
interpretation or performance hereunder, the parties shall exert their best efforts to resolve the dispute amicably through
negotiations. If such dispute can not be resolved amicably after good faith attempts to do so, such disputes shall be
resolved exclusively in the competent court in Gibraltar.


 


9. ENTIRE
AGREEMENT; BINDING EFFECT


 


This
Agreement comprises the entire understanding of the parties hereto and as such supersedes any oral or written agreement previously
executed by Consultant and the Company. Consultant may not assign or transfer, in whole or in part, this Agreement, or any of
the rights, privileges or obligations specified herein. The Company may freely assign or transfer this Agreement, or any of the
rights, privileges or obligations specified herein. Sections 4 and 5 shall survive termination hereunder for any reason whatsoever.


 





 



 


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


 





	INX LTD.	 	SHIRAN COMMUNICATIONS LTD.
	 	 	 
	BY:	/s/
    JAMES CROSSLEY	 	BY:	 
	 	(SIGNATURE)	 	 	(SIGNATURE)
	 	 	 
	JAMES CROSSLEY, DIRECTOR	 	NAME:	 


 


Acknowledgment
by Maia:


 


The
undersigned, Maia Naor, hereby agrees to comply with all the provisions of this Agreement and to perform all obligation and undertakings
on behalf of the Consultant.


 





	/s/ Maia Naor	 	 
	Maia Naor	 	 



 






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Annex
A


 


For


INX Ltd.


 


Purchase Order
#1


 


Subject to the
terms and condition  of a Service Agreement date May 1, 2018, between INX Ltd, the “Company”) and Shiran
Communication Ltd. (“Consultant”) the “Agreement” the Company hereby orders from the
Consultant the following Service in consideration for the following Consultant Fee:


 


Scope of Work


 





	Task/Deliverables	 	Specifications	 	Project Term	 	Consultant Fee
	Project design and planning	 	As shall be instructed by the Board of Directors of the Company.	 	May 1, 2018 December 31, 2018 the “Project Term”	 	US$94,000 to paid in  8 equal installments each within 10 days as of the beginning of each calendar month within the
    Project Learn.



  





	INX LTD.	 	SHIRAN COMMUNICATIONS LTD.
	 	 	 
	BY:	/s/
    JAMES CROSSLEY	 	BY:	 
	 	(SIGNATURE)	 	 	(SIGNATURE)
	 	 	 
	JAMES CROSSLEY, DIRECTOR	 	NAME:	 


  


 


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