Exhibit 10.1
ADVISORY SERVICES AGREEMENT
This Advisory Services Agreement (this
"Agreement") is entered into effective the 1st day of October, 2009
by and between Summit Trading Limited ("Advisor") and Neah Power
Systems, Inc. (the "Company").
WHEREAS, Advisor is engaged in the business of
providing various professional and consulting services for and on
behalf of businesses whose equity securities are publicly traded;
and,
WHEREAS, in accordance with and subject to
rules, regulations and policies of the Securities and Exchange
Commission and consistent with federal and state law, Advisor
provides advisory services on behalf of its clients on numerous
matters pertaining to strategic business planning and new business
development (“Services”), which may include Advisor to
provide opinions on matters relating to mergers, acquisition,
marketing, and financing transactions; and,
WHEREAS, the Company, whose shares are publicly
traded under the ticker symbol “NPWZ”, has recognized
the need for assistance from Advisor on its behalf; and,
WHEREAS, the Company desires to engage Advisor
to assist in its business efforts, and Advisor desires to provide
the above specified Services as agreed to by both parties and any
other matters concerning the public image, marketing, international
market awareness, or business nature of the Company that the
Company and Advisor believe is necessary; and,
NOW, THEREFORE, for good and valuable
consideration, the receipt, adequacy and sufficiency are
acknowledged, the parties agree as follows:
1.
Engagement . The Company engages Advisor and
Advisor accepts the engagement from the Company to perform Services
upon the terms and conditions of this Agreement, as an independent
Advisor to the Company. Advisor agrees to devote the
necessary time required to perform the duties and tasks as may be
required from time to time by the Company. Primarily,
Advisor shall identify, introduce, engage, and compensate Investor
Relations and/or Public Relations firms (“Firms”),
approved in writing by the Company, to provide IR and PR services
on behalf of the Company.
2. Term
of Engagement . The term will be for up to 12 months
from the date of this Agreement. This Agreement may be terminated
by either party for any reason, and in the event of termination,
compensation to Advisor will be prorated based on expenditures paid
by Advisor to compensate Firms.
3.
Compensation . Advisor shall receive ONE MILLION SIX HUNDRED
FIFTY THOUSAND (1,650,000) shares of the Company’s common
stock upon the execution of this Agreement to provided the
Services, of which 95% of the value will represent compensation to
be applied against services to be provided by Firms. Advisor shall
not be reimbursed by the Company for any expenses it incurs in
providing the Services.
4.
Independent Contractor . Advisor is an
independent contractor and not an employee, partner, joint venture
or other representative of the Company. Advisor is not
under the direct or indirect control of the
Company. Advisor may assign certain tasks to other
affiliated or non-affiliated third party providers to assist with
performing Services. Advisor agrees that it shall have
no participation in any employee benefit program