Exhibit 10.37

Intercompany Services Agreement

This Intercompany Services Agreement (this “Agreement”) effective as of August 31, 2022 (the “Effective Date”), is entered into by and between HYLA US Holdco Limited, a corporation organized under the laws of the State of Delaware (“HYLA”), and Endexx Corporation, a corporation organized under the laws of the State of Nevada (“ENDEXX”).

The above parties shall be individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS, HYLA desires that ENDEXX provide to HYLA certain Services (as defined below), as more fully set forth herein in consideration of the fees set forth herein; and

WHEREAS, the Parties are interested in determining their rights and obligations with respect to the Services to be rendered by ENDEXX;

NOW, THEREFORE, in consideration of the mutual covenants, conditions and premises set forth herein, and for such other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1. “Affiliate” means any corporation, firm, partnership, limited liability company or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with a Party to the extent of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of the entity and any person, firm, partnership, corporation, limited liability company or other entity actually controlled by, controlling, or under common control with a Party; provided, however, that the term “Affiliate” shall not include either Party.

1.2. “Confidential Information” has the meaning ascribed to in that certain Non-Disclosure Agreement of even date herewith (the “NDA”) between the Parties, substantially in the form attached hereto as Exhibit B.

1.3. “Payment Date” means the due date for payment of the payments.

1.4. “Payments” shall have the meaning set forth in Section ‎5.1 of this Agreement.

1.5. “Services” means the services described in Exhibit A to this Agreement, as amended from time to time.

1.6. “Third Party” or “Third Parties” means any person(s) or entity(ies) other than a Party or an Affiliate.

2. Services

ENDEXX shall render to HYLA such services as detailed in Exhibit A attached hereto, which may be updated and amended from time to time by the mutual consent of the Parties (collectively, the “Services”).

3. Obligations of ENDEXX

3.1. Appointment. HYLA hereby appoints ENDEXX as a provider of Services, and ENDEXX hereby accepts such appointment on the terms and conditions of this Agreement.

3.2. Facilities and Personnel. ENDEXX hereby represents that it has adequate facilities and personnel to perform its obligations under this Agreement.

3.3. Best Interests of HYLA. ENDEXX agrees to act in the best interests of HYLA and at no time to do, cause or permit to be done any act, or publish or bring into the public domain any information that is or may be detrimental to the best interests or business reputation of HYLA.

3.4. Use of Affiliates and Third Parties. Nothing herein shall be deemed to restrict ENDEXX from utilizing Affiliates or Third Parties to assist ENDEXX in performing the Services, provided, however, that such Affiliates or Third Parties shall be subject to the same restrictions as are imposed on ENDEXX hereunder; provided; further; that HYLA shall retain the right to monitor the activities of such Affiliates or Third Parties to the extent necessary to protect its reputation.

4. Obligations of HYLA

4.1. Additional Support. As deemed appropriate by the Parties, HYLA will provide additional support to ENDEXX to facilitate ENDEXX’s performance under this Agreement.

4.2. No Limitation. Nothing in this Agreement shall be construed as limiting in any manner HYLA’s direct or indirect marketing, sales support, other support, or distribution activities, including, without limitation, HYLA’s right to appoint distributors, value added resellers or other dealers or agents, during the term of this Agreement or thereafter.

5. Payments

5.1. Payments for Services. In exchange for performing the Services and all other obligations under the terms of this Agreement, HYLA shall tender payments (the “Payments”) to ENDEXX in accordance with the amounts invoiced by ENDEXX to HYLA on a monthly basis.

6. Payment Terms

6.1. Payment Terms. Payments and any other amounts payable hereunder shall be paid to ENDEXX no later than the Due Date on the Invoice. In the event ENDEXX is not paid by the Payment Date, the Payments will bear a late fee of 1% per month that ENDEXX is not paid.

6.2. Currency and Interest. Payments and any other amounts payable hereunder shall be made in the currency of US Dollars or such other currency as may be agreed by the Parties.

7. Independent Contractors

Each Party is acting in performance of this Agreement as an independent contractor and shall be solely responsible for the payment of compensation of personnel assigned to perform the Services.

8. Quality Control

The Services provided by ENDEXX shall be of high professional quality and workmanship. If HYLA notifies ENDEXX that any of the Services provided hereunder falls below the established quality standards, ENDEXX shall, at its expense and as soon as practicable but in any event within 30 days, take such corrective action as is necessary to restore its quality and usage to the required standard.

9. Confidential Information

The exchange of Confidential Information between the Parties and the treatment of such Confidential Information shall be governed by the terms of the NDA.

10. Term and Termination

10.1. Unless earlier terminated by HYLA, this Agreement shall continue and remain in effect for a period of 108 months from the Effective Date and shall be automatically renewed thereafter for successive additional 12-month periods, unless either Party shall give the other Party notice of non-renewal not less than 90 days prior to the end of the original term or of any such renewal period.

10.2. Termination Upon Notice. Notwithstanding any provision of this Agreement to the contrary, to the extent not prohibited by applicable law, ENDEXX may, in its sole dissolution, which may be exercised for any reason or for no reason whatsoever, terminate this Agreement or any one or more provisions thereof effective as of a date specified by ENDEXX in a written notice given to the HYLA at least 30 days prior to such specified termination date.

10.3. No Damages or indemnification for Termination. IN THE EVENT OF TERMINATION OF THIS AGREEMENT FOR ANY REASON, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY AGREES THAT IT SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF ANY NATURE, SPECIFICALLY INCLUDING COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE PROFITS, EXPENDITURES FOR PROMOTION OF PRODUCTS OR OTHER COMMITMENTS IN CONNECTION WITH ITS BUSINESS AND GOODWILL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES AND RENOUNCES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OF A BUSINESS RELATIONSHIP WHICH MAY EXIST UNDER THE LAWS OF ANY STATE OF THE UNITED STATES, THE STATE OF DELAWARE OR OTHERWISE. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE PARTIES SHALL BE DEEMED TO HAVE BEEN COMPENSATED FOR ALL ACTIVITIES AND RISKS UNDERTAKEN HEREUNDER BY THE PAYMENTS PAID OR PAYABLE BY THE OTHER PARTY PURSUANT TO THE PROVISIONS OF SECTIONS 5 AND 6 OF THIS AGREEMENT.

11. Limitation of Liability

EACH OF THE PARTIES HEREBY AGREES THAT IN NO EVENT SHALL THE OTHER PARTY BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND WHETHER IN RELATION TO TORT, INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LIABILITY FOR ANY OF THE FOLLOWING: (I) LOSS OF PROFITS, REVENUES OR SALES; (II) LOSS OF BARGAIN; (III) LOSS OF OPPORTUNITY; (IV) LOSS OF USE OF ANY SERVICE OR ANY COMPUTER EQUIPMENT; (V) LOSS OF TIME ON THE PART OF MANAGEMENT OR OTHER STAFF; (VI) PROFESSIONAL FEES OR EXPENSES; (VII) BUSINESS INTERRUPTION, RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, (VIII) DAMAGE TO OR LOSS OF DATA; OR (VIII) ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, EXTRAORDINARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWSOEVER.

EACH PARTY UNDERSTANDS AND AGREES THAT, WITH RESPECT TO THE SERVICES: (A) NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY, TO CUSTOMERS OR SUBSIDIARIES OF THE OTHER PARTY FOR ANY SERVICE NOT DELIVERED, REGARDLESS OF THE REASON FOR NON-DELIVERY; AND (B) NEITHER PARTY WILL BE LIABLE TO CUSTOMERS OR SUBSIDIARIES FOR ACTS OR OMISSIONS OR FOR INFORMATION PROVIDED THROUGH THE SERVICE, OR FOR CAUSES BEYOND THEIR REASONABLE CONTROL.

12. Assignment

Neither Party may assign or delegate its rights or obligations hereunder, in whole or in part, to any third party without the prior written consent of the other Party in each instance, which consent may not be unreasonably withheld or delayed. Any unauthorized assignment or delegation shall be null and void.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the Courts of the State of Nevada located in the City of Las Vegas, County of Clark, and the U.S. District Court for the District of Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. To the maximum amount permitted, each of the Company and the Securities Holder waives trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action, or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

14. Notices

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of (a) the date delivered, if delivered by personal delivery as against written receipt therefor or by confirmed or acknowledged facsimile or e-mail transmission, (b) the tenth calendar day (provided such day is a business day in the country or state of the receiving party or, if it is not, the next such calendar day which is a business day there) after deposit, postage prepaid, in the postal service of the United States by registered or certified mail (or equivalent service), or (c) the fifth calendar day (provided such day is a business day in the country or state of the receiving party or, if it is not, the next such calendar day which is a business day there) after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each case addressed to the Chief Executive Officer of the recipient. Each of the Parties shall separately keep the other Party informed of the current mailing address and other contact information of such officer, which information may be changed from time to time by notice similarly given.

15. Miscellaneous

15.1. No failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either party of any terms of conditions hereof.

15.2. In the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid or unenforceable, such determination shall not affect the remaining provisions of this Agreement.

15.3. The preamble and schedules to this Agreement constitute an integral and indivisible part hereof.

15.4. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to, and supersedes any and all prior discussions, agreements, and correspondence with regard to, the subject matter hereof, and may not be amended, modified, or supplemented in any respect, except by a subsequent writing executed by both Parties hereto.

15.5. This Agreement shall inure to the benefit of and be binding upon each of the Parties and their respective successors and assigns.

15.6. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require.

15.7. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. A facsimile or other electronic transmission of this signed Agreement shall be legal and binding on all Parties hereto.

15.8. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the date first above written.

EXHIBIT A

SERVICES

Within the framework of the Agreement to which this Exhibit is attached, ENDEXX shall provide HYLA with the following services:

EXHIBIT B

NON-DISCLOSURE AGREEMENT

This Agreement (the “Agreement”) is entered into effective as of August 31, 2022, by and between HYLA US Holdco Limited, a corporation organized under the laws of the State of Delaware (“HYLA”), and Endexx Corporation, a corporation organized under the laws of the State of Nevada (“ENDEXX”) (each a “Party” and collectively, the “Parties”).

WHEREAS, Each Party may have access to or receive Confidential Information (as defined below) of the other Party for the following purpose: services provided by ENDEXX to HYLA, all in accordance with that Intercompany Services Agreement signed by and between the Parties (the “Purpose”).

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby mutually agree as follows:

(b) For the purposes of this Agreement, Confidential Information shall not include any information which, Receiving Party can document: (i) is already known to the Receiving Party can document at the time of disclosure, (ii) is publicly available at the time of disclosure; (iii) becomes public domain after disclosure through no act of the Receiving Party or any of the its Related Persons (as defined below) in breach of this Agreement; (iv) is disclosed to the Receiving Party by a third party who is not, to the best knowledge of the Receiving Party, in breach of an obligation of confidentiality; or (v) was or is independently developed by the personnel of the Receiving Party without access to or use of the Confidential Information.

(c) All Confidential Information of Disclosing Party shall remain the sole property of the Disclosing Party, and that no patent, copyright, trademark or other proprietary or other right or license is granted by this Agreement.

IN WITNESS WHEREOF, each party hereto has executed this Non-Disclosure Agreement by a representative duly authorized as of the date first above written.