Exhibit 10.12


 


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”).


 


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


 


1.3 The 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.


 


1.4 The 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


 


2.1 In 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.


 


2.2 The 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.


 


2.3 The 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.


 


2.4 The 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


 


3.1 This 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.


 


3.2 Notwithstanding 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.


 


3.3 Upon 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.


 


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


 


8.2 In 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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Annex A (#2)


 


Purchase Order #2 under the
Agreement


 


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


 


Scope of Work


 


	Tasks/Services	 	Specifications	 	Project Term	 	Consultant Fee A
	Project design and planning.	 	As shall be instructed by the Board of Directors of the Company.	 	January 1, 2019-  June 30, 2019 (the “Project Term”).	 	A monthly fee of US$ 11,750 (plus VAT, to the extent applicable) will be paid to the Consultant within 10 days as of the beginning of each calendar month within the Project Term.


 





	INX Limited	 	Shiran Communications
    Ltd.
	 	 	 	 
	BY:	/s/ James Crossley	 	BY:	 
	 	(SIGNATURE)	 	 	(SIGNATURE)
	 	 	 	 	 
	James Crossley, Director	 	NAME:	 


 







     


     


    

  


Annex A (#3)


 


Purchase Order #3 under the
Agreement


 


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


 


Scope of Work


  


	Tasks/Services	 	Specifications	 	Project Term	 	Consultant Fee
	Project design and planning.	 	As shall be instructed by the Board of Directors of the Company.	 	July 1, 2019-  December 31, 2019 (the “Project Term”).	 	A monthly fee of
    US$ 11,750 (plus VAT, to the extent applicable) will be paid to the Consultant within 10 days as of the beginning of each
    calendar month within the Project Term.


 


	INX Limited.	 	Shiran Communications
Ltd.
	 	 	 	 
	BY:	/s/ Alan Silbert	 	BY:	 
	 	(SIGNATURE)	 	 	(SIGNATURE)
	 	 	 	 	 
	Alan Silbert, Director	 	NAME: