EXHIBIT 10.16.1
INDEPENDENT CONTRACTOR SERVICES AGREEMENT
by and between
NEAH POWER SYSTEMS, INC.
and
XXXXX STRATEGIC CONSULTING, LLC
THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this "Agreement") is made by and
between Neah Power Systems, Inc. ("Neah Power") and XxXxx Strategic Consulting,
LLC, a Delaware limited liability corporation ("XxXxx Strategic"), as of
February 15, 2005.
1. ENGAGEMENT OF SERVICES. Neah Power shall engage XxXxx Strategic to
perform certain services on its behalf, as more fully described on
Schedule A attached hereto.
2. COMPENSATION.
a. RETAINER FEE. As compensation for services rendered under this
Agreement, Neah Power shall pay XxXxx Strategic a monthly cash retainer
fee (the "Retainer Fee") in the amounts described below:
i. MONTHS 1 - 4. From February 15, 2005 to June 14,
2005, the Retainer Fee shall be Eight Thousand dollars
($8,000) per month.
ii. MONTHS 5 - 8. From June 15, 2005 to October 14, 2005,
the Retainer Fee shall be Ten Thousand dollars ($10,000) per
month.
iii. MONTHS 9 - 12. From October 15, 2005 to February 14,
2006, the Retainer Fee shall be Twelve Thousand dollars
($12,000) per month.
b. FUTURE AGREEMENTS. Should Neah Power and XxXxx Strategic enjoy
success in their endeavors under this Agreement, the parties agree to
negotiate in good faith for the purpose of increasing the Retainer Fee
to XxXxx Strategic's standard fee of Fifteen Thousand dollars ($15,000)
in any subsequent agreements.
c. DISCRETIONARY BONUS. In addition to the Retainer Fee, XxXxx
Strategic shall be eligible to receive a performance-based cash bonus
to be determined at the sole discretion of Neah Power's Chief Executive
Officer.
d. EXPENSES. XxXxx Strategic will be reimbursed for any reasonable
travel expenses incurred at Neah Power's request and in connection with
the performance of services under this Agreement, provided that XxXxx
Strategic submits verification of such expenses as Neah Power may
require.
e. PAYMENT. The Retainer Fee shall be payable in advance on the first
day of each month. On the last day of each month, XxXxx Strategic will
assess a late fee equal to one percent (1%) of any invoiced amount that
remains unpaid and outstanding as of such date.
3. INDEPENDENT CONTRACTOR RELATIONSHIP. XxXxx Strategic's relationship
with Neah Power will be that of an independent contractor and nothing
in this Agreement should be construed to create a partnership, joint
venture, or employer-employee relationship. XxXxx Strategic is not the
agent of Neah Power and is not authorized to make any representation,
contract, or commitment on behalf of Neah Power.
4. TERM. This Agreement shall remain in place from February 15, 2005 until
February 14, 2006, or until terminated by either Neah Power or XxXxx
Strategic as provided for in this Agreement. This Agreement shall be
renewable after one year upon written consent of both Neah Power and
XxXxx Strategic.
5. TERMINATION. Either Neah Power or XxXxx Strategic may terminate this
Agreement at any time and without any breach upon thirty (30) days'
prior written notice.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Neah Power and XxXxx Strategic have caused this Independent
Contractor Services Agreement to be executed by their duly authorized
representatives as of the date first set forth above.
NEAH POWER SYSTEMS, INC.: XXXXX STRATEGIC CONSULTING, LLC:
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx XxXxx
----------------- ---------------
Name: Xxxxx Xxxxxxx Name: Xxxxx XxXxx
Address: 00000 00xx Xxx. XX Address: 000 Xxxxxxxxxxxx Xxxxxx, XX
Suite 161 Suite 675
Bothell, Washington 98021 Xxxxxxxxxx, XX 00000
SCHEDULE A
to
INDEPENDENT CONTRACTOR SERVICES AGREEMENT
by and between
NEAH POWER SYSTEMS, INC.
and
XXXXX STRATEGIC CONSULTING, LLC
All capitalized terms used herein shall be deemed to have the meanings set forth
in the Independent Contractor Services Agreement by and between Neah Power
Systems, Inc. and XxXxx Strategic Consulting, LLC, dated as of February 15,
2005. Pursuant to the Agreement, XxXxx Strategic shall perform the following
services for Neah Power:
o Provide general business and governmental consulting.
o Monitor federal legislative and regulatory activity as it relates to
Neah Power.
o Coordinate and attend meetings between Neah Power representatives and
federal officials and staff.
o Provide regular and frequent feedback and status updates to Neah Power
officials.
o Furnish office space and logistical support during Washington, DC
visits.
