Exhibit
10.11


 


Horn
& Co. June 19, 2018


 


AMENDED
AND RESTATED CONSULTANCY AGREEMENT


 


THIS
AMENDED AND RESTATED CONSULTANCY AGREEMENT (this “Agreement”) is made as of June 25, 2018 and effective as
of the Effective Date, by and between INX Ltd., a company organized under the laws of Gibraltar (the “Company”)
and Ms. Maia Naor (the “Consultant”) (the Company and the Consultant shall sometimes be referred to, each as
a “Party” and collectively, as the “Parties”).


 


	WHEREAS,	the
                                         Parties entered into an Agreement dated as of the Effective Date (the “First
                                         Agreement”); and



 


	WHEREAS,	the
                                         Parties wish to amend the First Agreement and replace it in its entirety with this Amended
                                         and Restated Agreement (the “Agreement”), such that this Agreement
                                         shall, commencing as of the Effective Date, replace any previous agreement, whether oral
                                         or written, between the Parties or anyone on their behalf in connection with the subject
                                         matter; and



 


	WHEREAS,	the
                                         Company is engaged, inter alia, in the development of a unique marketplace
                                         for virtual currency exchange and related technologies (the “Technology”);
                                         and 
	 	 
	WHEREAS,	the
                                         Company desires to engage the Consultant and the Consultant desires to serve the Company
                                         as a consultant, on the terms and conditions hereinafter set forth.



 


	NOW, THEREFORE,
	based
                                         on the representations contained herein and in consideration of the mutual promises and
                                         covenants set forth herein, the Parties agree as follows:



 


		1.	Services



 


		1.1.	Commencing
                                         as of November 1, 2017 (the “Effective Date”), the Consultant will
                                         perform such services and will have such duties, authorities and responsibilities, as
                                         delegated by and instructed by the Board of Directors of the Company (the “Board
                                         of Directors”), and be reporting directly to the Board of Directors. Such services,
                                         together with any other services and tasks assigned to the Consultant by the Board of
                                         Directors, from time to time shall be referred to herein as the “Services”.
                                         The Consultant shall serve in such position until such time as the Board of Directors,
                                         at its sole discretion, determines otherwise and/or appoints another person to such position.



  


		1.2.	The
                                         Consultant acknowledges and agrees that the performance of the Services hereunder may
                                         require international travel by Consultant at the Company’s request.



 


		1.3.	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 the Consultant is a party, and do not require the consent of any
                                         person or entity which has not been obtained prior to the execution hereto.



  


		1.4.	The
                                         Consultant represents and warrants that it shall comply with all applicable laws and
                                         regulations in the performance the duties and obligations hereunder.



 




    


     


    

 


		2.	Representations
                                         and Warranties



 


Without
derogating from the above, the Consultant hereby represents and warrants to the Company as follows:


 


		2.1.	This
                                         Agreement constitutes the legal, valid and binding obligation of the Consultant enforceable
                                         against it in accordance with its terms.



 


		2.2.	Neither
                                         the execution and delivery of this Agreement nor the provision of the Services to the
                                         Company by the Consultant, will conflict with or constitute a default under any prior
                                         employment agreement, contract, or other similar instrument to which the Consultant is
                                         a party or by which the Consultant is bound (including, but not limited to, non-compete
                                         undertakings).



  


		3.	Compensation



 


As
full consideration for the Services during the Term on this Agreement, the Consultant shall be entitled to the Monthly Fee as
set forth below:


 


		3.1.	Monthly
                                         Fee. Until the ICO Effective Date, the Consultant shall not be entitled to any fee
                                         in consideration for its Services. Subject to and following the ICO Effective Date, the
                                         Company shall pay the Consultant a monthly consulting fee which shall be further agreed
                                         upon in writing by the Consultant and the Company and be adjusted from time to time in
                                         accordance with the provisions hereof (the “Monthly Fee”).



  


		3.1.A 	A
                                         one-time bonus payment in the amount of US$ 114,000 shall be paid to the Consultant subject
                                         to and following the ICO Effective Date.



 


		3.2.	The
                                         Parties acknowledge that the Company contemplates to initiate an initial coin offering
                                         for issuance of its tokens (the “ICO” and the “Tokens”).



 


		3.3.	For
                                         the purpose of this Section 3, the ICO Effective Date shall mean: 6 months after declaration
                                         by the SEC of the effectiveness of the ICO.



 


		3.4.	Expenses.
                                         Without derogating from the above, the Company shall reimburse the Consultant for
                                         all out-off pocket expenses reasonably required in the performance of the Services under
                                         this Agreement. Reimbursement as aforementioned shall be paid within thirty (30) days
                                         of receipt by the Company of an invoice and expense report (including receipts) by the
                                         Consultant. Reimbursement for extraordinary expenses, including travel expenses, shall
                                         be subject to the advance approval of the Company of the necessity for and the reasonableness
                                         of such expenses, provided that international travel expenses will be paid in advance.



  




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		4.	Proprietary
                                         Rights



 


		4.1.	The
                                         Consultant agrees and declares that the Technology and any and all products, improvements,
                                         derivations, materials, processes, techniques, know how and/or proceeds and any and all
                                         inventions, ideas, discoveries, concepts, works of authorship, designs, data results
                                         or initiatives conceived, conducted, developed, reduced to practice, compiled, created,
                                         written, authored, made and/or produced by the Consultant, alone or jointly with others,
                                         pursuant to, in connection with, resulting or arising from this Agreement and/or the
                                         provision of the Services to the Company, or trade secrets of the Company, whether within
                                         the scope of the provision of the Services hereunder to the Company or otherwise and
                                         whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly
                                         related to the Technology of the Company as currently conducted and/or proposed to be
                                         conducted (the “Inventions”) and any and all right, title and interest
                                         in and to the Inventions, including without limitation, all patents, copyrights, trademarks,
                                         trade names, moral rights and other intellectual, industrial and/or proprietary rights
                                         and applications, extensions and renewals thereof (together with the Inventions, the
                                         “Proprietary Rights”), shall be the sole and exclusive property of
                                         the Company, its successors and assigns (for the purpose of this Section 4, collectively,
                                         the “Company”), and that the Consultant will not have any rights or
                                         title whatsoever thereto. All works authored by the Consultant pursuant to this Agreement,
                                         including, without limitation, the Inventions, shall be deemed “works made for
                                         hire”.



 


		4.2.	If
                                         and to the extent the Company’s sole and exclusive ownership of the Proprietary
                                         Rights, in whole or in part, is not recognizable for any reason whatsoever, the Consultant
                                         hereby irrevocably transfers and assigns to the Company, solely and exclusively, all
                                         its rights, title and interest now and hereafter acquired in and to all Proprietary Rights
                                         (without any payments, liabilities or restrictions to any person or third party) in any
                                         and all media now known or hereafter devised, and all claims and causes of action of
                                         any kind with respect to any of the foregoing, throughout the world in perpetuity, and,
                                         when not otherwise assignable herein, agrees and undertakes to assign in the future to
                                         the Company all right, title and interest in and to any and all such Proprietary Rights
                                         (and all proprietary rights with respect thereto) and further undertakes to execute all
                                         necessary documentation and take all further action as may be required in order to perform
                                         such assignment, at the Company’s expense.



 


		4.3.	In
                                         the event that pursuant to any applicable law the Consultant retains any rights in and
                                         to the Proprietary Rights that cannot be assigned to the Company, the Consultant hereby
                                         unconditionally and irrevocably waives the enforcement of all such rights, and all claims
                                         and causes of action of any kind with respect to any of the foregoing and agrees, at
                                         the request and expense of the Company, to consent to and join in any action to enforce
                                         such rights and to procure a waiver of such rights from the holders of such rights, if
                                         any.



 




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		4.4.	In
                                         the event that the Consultant retains any rights in and to Proprietary Rights that cannot
                                         be assigned to the Company and cannot be waived, the Consultant hereby grants the Company
                                         an exclusive, perpetual, worldwide, royalty-free license to exploit, use, develop, perform,
                                         modify, change, reproduce, publish and distribute, with the right to sublicense and assign
                                         such rights, and all claims and causes of action of any kind with respect to any of the
                                         foregoing, in and to the Proprietary Rights, in any way the Company sees fit and for
                                         any purpose whatsoever. Without derogating from the above, the Consultant hereby forever
                                         waives and agrees never to assert any and all rights of paternity or integrity, any right
                                         to claim authorship of any Invention, to object to any distortion, mutilation or other
                                         modification of, or other derogatory action in relation to any Invention, whether or
                                         not such would be prejudicial to its honor or reputation, and any similar right, existing
                                         under judicial or statutory law of any country in the world, or under any treaty, even
                                         after termination of its work on behalf of the Company.



 


		4.5.	Without
                                         derogating from the above, any and all material (including, without limitation, software,
                                         designs, documentation, memoranda, notes, reports, manuals, patterns, programs, specifications,
                                         prototypes, formulas, drawings, records, data or other technical or proprietary information),
                                         and any copies or abstracts thereof, whether or not of a secret or confidential nature,
                                         furnished to the Consultant by the Company or conceived, conducted, developed, reduced
                                         to practice, compiled, created, written, authored, made and/or produced by the Consultant,
                                         alone or jointly with others, pursuant to, in connection with, resulting or arising from
                                         this Agreement and/or the provision of Services to the Company, or trade secrets of the
                                         Company, whether within the scope of the consultancy with the Company or otherwise and
                                         whether during the Term of this Agreement, prior thereto or thereafter, directly or indirectly
                                         related to the Technology of the Company as currently conducted and/or proposed to be
                                         conducted, is and shall remain the sole and exclusive property of the Company. Such property
                                         while in the Consultant’s custody or control shall be maintained in good condition
                                         at the Consultant’s expense.



 


		4.6.	The
                                         Consultant will promptly disclose to the Company fully and in writing all Inventions.



 


		4.7.	The
                                         Consultant hereby agrees and undertakes to provide the Company or any person designated
                                         by the Company all such information, to execute all necessary documentation and to take
                                         all further action as may be required to perfect the rights referred to herein, including,
                                         without limitation, any assignment of rights to the Company or the obtaining or enforcing
                                         any intellectual property rights, if applicable, in any and all countries, provided,
                                         that the Company will compensate the Consultant at a reasonable rate for time or expenses
                                         actually spent by it at the Company’s request on such assistance. Without derogating
                                         from any of the Consultant’s obligations hereunder, the Consultant hereby 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.



 


		4.8.	The
                                         Consultant’s undertakings in this Section 4 shall remain in full force and effect
                                         after termination or expiration of this Agreement for any reason whatsoever or any renewal
                                         thereof.



 




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		4.9.	Company
                                         acknowledges that the Consultant has further engagements in the field of engagement of
                                         the Company, not related to its Services hereunder and that nothing contained herein
                                         shall be interpreted as preventing the Consultant from engagement in other activities
                                         related to virtual coins outside the scope of the Technology and without using Confidential
                                         Information of the Company.



 


		5.	Indemnification



 


		5.1.	The
                                         Consultant is an independent contractor and it and its employees and consultants do not
                                         and shall not represent themselves to be the agents, employees, partners or joint ventures
                                         of the Company. Nothing in this Agreement shall be interpreted or construed as creating
                                         or establishing any partnership, joint venture, employment relationship, franchise or
                                         agency or any other similar relationship between the Company and the Consultant or any
                                         of its employees and consultants and neither party shall be held liable for the debts
                                         or obligations of the other.



 


		5.2.	The
                                         Consultant hereby undertakes to indemnify and reimburse the Company for any amounts claimed
                                         or levied on the Company (including related costs and expenses) due to taxes, social
                                         insurance payments, pension payments, health insurance and any other such payments resulting
                                         from any payment made by the Company to the Consultant under this Agreement.



 


		5.3.	Without
                                         derogating from the above, in the event that, notwithstanding the Parties’ representations
                                         and undertakings hereunder, the Consultant or anyone on its behalf, shall claim, or a
                                         court of competent jurisdiction shall determine, the existence of employer-employee relationship
                                         between the Consultant and the Company, then the following provisions shall apply: (i)
                                         the Consultant’s monthly salary for such claimed or determined period of employer-employee
                                         relationship shall be equal to 70% (seventy percent) of the sum of the Monthly Fee and
                                         expenses reimbursement due to the Consultant as consideration for the Services hereunder
                                         (for the purposes of this Section 5.3, the “Monthly Salary”); and
                                         (ii) the Monthly Salary shall be deemed to constitute all of the Company’s liabilities
                                         and obligations towards the Consultant, of any source or origin, with respect to and
                                         in connection with said employer-employee relationship, except for such rights with respect
                                         to which global compensation may not be determined pursuant to applicable law; The Company
                                         shall be entitled to set-off any amount due to it pursuant to this Section 5.3 from any
                                         amount due to Consultant pursuant to this Agreement.



 


		6.	Confidentiality



 


		6.1.	The
                                         Consultant represents and warrants that it will keep the terms and conditions of this
                                         Agreement strictly confidential and will not disclose it or provide a copy of this Agreement
                                         or any part thereof to any third person unless and to the extent required by applicable
                                         law.



 




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		6.2.	Any
                                         and all information and data of a proprietary or confidential nature concerning the business
                                         or financial activities of the Company or its technology, including, without limitation,
                                         the Technology, or products (whether current or future), whether in oral, written, graphic,
                                         machine-readable form, or in any other form, including, without limitation, proprietary,
                                         business, financial, technical, development, product, marketing, sales, price, operating,
                                         performance, cost, know-how and process information, trade secrets, patents, patent applications,
                                         copyrights, ideas and inventions (whether patentable or not), and all record bearing
                                         media containing or disclosing such information and techniques, disclosed to or otherwise
                                         acquired by the Consultant in connection with this Agreement and any and all Proprietary
                                         Rights (collectively, “Confidential Information”) is and shall remain
                                         the sole and exclusive property of the Company.



 


		6.3.	At
                                         all times, both during the term of this Agreement and thereafter, the Consultant: (i)
                                         will keep the Confidential Information strictly confidential and will not disclose it,
                                         or any part thereof, provide any documentation with respect thereto, or any part thereof,
                                         directly or indirectly, to any third party, without the prior written consent of the
                                         Company or unless and to the extent required by applicable law; and (ii) will not use
                                         any Confidential Information or anything relating to it without the prior written consent
                                         of the Company, except and to the extent as may be necessary in the ordinary course of
                                         performing its duties and obligations hereunder and in the best interests of the Company.
                                         Notwithstanding the foregoing, the Consultant shall not be obligated to maintain the
                                         confidentiality of the Confidential Information which: (i) is or becomes a matter of
                                         public knowledge through no fault of the 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;
                                         (iv) is lawfully received by the Consultant from a third party without a duty of confidentiality;
                                         or (v) reflects information and data generally known within the industries or trades
                                         in which the Company transacts business.



 


		6.4.	At
                                         all times, both during the term of this Agreement and thereafter, the Consultant will
                                         keep in trust all Confidential Information. In the event of the termination of this Agreement
                                         for any reason, or upon the Company’s earlier request, the Consultant will promptly
                                         deliver to the Company all materials referred to herein and the Consultant shall not
                                         retain or take any materials, or any reproduction thereof containing or pertaining to
                                         Confidential Information.



 


		6.5.	The
                                         Consultant recognizes that the Company received and will receive confidential or proprietary
                                         information from third parties, 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.
                                         At all times, both during the Term of this Agreement and after its termination, the Consultant
                                         undertakes to keep any and all such information in strict confidence and trust, and it
                                         will not use or disclose any of such information without the prior written consent of
                                         the Company, except as may be necessary to perfonn its duties hereunder and consistent
                                         with the Company’s agreement with such third party. Upon termination of this Agreement,
                                         the Consultant shall act with respect to such information as set forth in Section 6.4.



 






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		7.	Term
                                         and Termination



 


		7.1.	This
                                         Agreement shall be in effect as of the Effective Date and shall continue in full force
                                         and effect for an undefined period, unless and until terminated as hereinafter provided
                                         (the “Term”).



 


		7.2.	This
                                         Agreement may be terminated by either Party by thirty (30) days prior written notice
                                         to the other Party. Each of such prior notice periods shall be referred to as the “Notice
                                         Period”, as applicable.



 


		7.3.	In
                                         the event that a notice of termination is delivered by either Party hereto, the following
                                         shall apply:



 


		(i)	During
                                         the Notice Period, the Consultant, shall be obligated to continue to provide the Services
                                         to the Company.



 


		(ii)	Notwithstanding
                                         the provisions of Section 7.3 (i) above to the contrary, by notifying the Consultant
                                         concurrently with or at any time after a notice of termination is delivered by either
                                         party hereto, Company shall be entitled to waive the receipt of all or part of the Services
                                         during the Notice Period. Notwithstanding the foregoing, the Company shall pay the Consultant
                                         the Monthly Fee until the end of the Notice Period.



 


For
the removal of doubt, it is clarified that as of the time in which the Consultant discontinues to provide the Services, it shall
immediately return to Company any and all equipment.


 


		7.4.	Notwithstanding
                                         anything to the contrary herein, the Company may terminate this Agreement at any time,
                                         effective immediately, without need for prior written notice, and without derogating
                                         from any other remedy to which the Company may be entitled, for Cause. For the purposes
                                         of this Agreement, the term “Cause” shall mean, but shall not be limited
                                         to: (i) a material breach by Consultant of any term of this Agreement; (ii) any breach
                                         by Consultant of its fiduciary duties to the Company, including, without limitation,
                                         any material conflict of interest for the promotion of Consultant’s benefit; (iii)
                                         Consultant fraud, felonious conduct or dishonesty; (iv) Consultant’s embezzlement
                                         of funds of the Company; (v) any conduct by Consultant which is materially injurious
                                         to the Company, monetary or otherwise; (vi) Consultant’s conviction of any felony;
                                         (vii) Consultant’s misconduct, gross negligence or willful misconduct in performance
                                         of its duties and/or responsibilities hereunder; or (viii) Consultant’s refusal
                                         to perform its duties and/or responsibilities hereunder for any reason other than illness
                                         or incapacity, or Consultant’s disregard or insubordination of any lawful resolution
                                         and/or instruction of the Board of Directors or executive management of the Company with
                                         respect to Consultant’s duties and/or responsibilities towards the Company.



 


		7.5.	Upon
                                         termination of this Agreement, the Consultant shall cooperate with the Company and use
                                         its best efforts to assist the integration into the Company’s organization of the
                                         person or persons who will assume the Consultant’s responsibilities. At the option
                                         of the Company, the Consultant shall, during such period, either continue with its duties
                                         or remain absent from the premises of the Company, subject to applicable law.



 






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		8.	Survival



 


The
provisions of Sections 4, 5, and 6 shall survive the termination of this Agreement for’any reason whatsoever or any renewal
thereof.




 


		9.	Notices



 


		9.1.	Any
                                         and all notices and communications in connection with this Agreement shall be in writing,
                                         addressed to the addresses provided by the Parties hereunder.



 


		9.2.	All
                                         notices shall be given by registered mail (postage prepaid), or otherwise delivered by
                                         hand or by messenger to the Parties’ respective addresses as above or such other
                                         address as may be designated by notice. Any notice sent in accordance with this Section
                                         9 shall be deemed received: (i) if sent by registered mail, upon 3 (three) days of mailing,
                                         and (ii) if sent by messenger, upon delivery.



 


		10.	Miscellaneous.



 


		10.1.	Headings;
                                         Intei:pretation. Section headings contained herein are for reference and convenience
                                         purposes only and shall not in any way be used for the interpretation of this Agreement.



 


		10.2.	Entire
                                         Agreement. This Agreement constitutes the entire agreement between the Parties with
                                         respect to the subject matters hereof and supersedes all prior agreements, understandings
                                         and arrangements, oral or written, between the Parties with respect to the subject matters
                                         hereof.



 


		10.3.	Amendment;
                                         Waiver. No provision of this Agreement may be modified, waived or discharged unless
                                         such waiver, modification or discharge is agreed to in writing and signed by the Consultant
                                         and the Company. No waiver by either Party at any time to act with respect to any breach
                                         or default by the other Party of, or compliance with, any condition or provision of this
                                         Agreement to be performed by such other Party shall be deemed a waiver of similar or
                                         dissimilar provisions or conditions at the same or at any prior or subsequent time.



 


		10.4.	Governing
                                         Law: Jurisdiction. This Agreement shall be governed by and construed and enforced
                                         in accordance with the laws of England and Wales. Any dispute arising out of, or relating
                                         to this Agreement, its interpretation or performance hereunder, shall be finally settled
                                         under the Rules of Arbitration of the International Chamber of Commerce by one or more
                                         arbitrators appointed in accordance with the said Rules. Such arbitration process shall
                                         take place in London, England, and be held in English unless otherwise agreed in writing
                                         by the Parties.



 


		10.5.	Severability.
                                         The provisions of this Agreement shall be deemed severable and the invalidity or
                                         unenforceability of any provision shall not affect the validity or enforceability of
                                         the other provisions hereof. If any part of this Agreement is determined to be invalid,
                                         illegal or unenforceable, such determined shall not affect the validity, legality or
                                         enforceability of any other part of this Agreement; and the remaining parts shall be
                                         enforced as if such invalid, illegal, or unenforceable part were not contained herein,
                                         provided, however, that in such event this Agreement shall be interpreted so as
                                         to give effect, to the greatest extent consistent with and permitted by applicable law,
                                         to the meaning and intention of the excluded provision as determined by such court of
                                         competent jurisdiction.



 


		10.6.	Successors
                                         and Assign: Assignment. This Agreement shall be binding upon and shall inure to the
                                         benefit of the Company, its successors and assigns. Neither this Agreement or any of
                                         the Consultant’s rights, privileges, or obligations set forth in, arising under,
                                         or created by this Agreement may be assigned or transferred by the Consultant without
                                         the prior consent in writing of the Company, except by will or by the laws of descent
                                         and distribution



 


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


  


	/s/
    James Crossley	 	/s/
    Maia Naor
	INX
    LTD.	 	MAIA
    NAOR
	 	 	 
	By:	James
    Crossley, Director	 	By:	                 
	Date:	25
    June 2018	 	Date:	 


 


 


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