Exhibit
10.1


 





217
W. Main Street


Somerville,
New Jersey 08876


 


July
21, 2020


 


Akers
Biosciences, Inc.


201
Grove Road


Thorofare,
New Jersey 08086


 


Mr.
Bill J. White:


 


In
order to document the understanding between as to the scope of the work that Brio Financial Group will perform, as well as certain
other matters, we are entering into this Agreement with Akers Biosciences, Inc. (“you” or the “Company”).
To avoid any misunderstandings, this Agreement defines the services we will perform for you as well as your responsibilities.


 


SCOPE
OF WORK


 


Macro
Level Services:


 


●
We will provide an Interim Chief Financial Officer (“ICFO”) to the Company. The named ICFO will be Stuart Benson.
The ICFO is part of a team of Brio Financial Group (“Brio”) employees that will be responsible for:


 


	 	●	Oversee
    the accounting close process which includes being onsite two-days per week at the West Deptford, NJ location,
	 	 	 
	 	●	Work
    with Company’s management, accounting and finance teams to document and formalize accounting policies and procedures,
	 	 	 
	 	●	Work
    with Company’s management, accounting and finance teams to establish, improve upon and document internal controls over
    financial reporting,
	 	 	 
	 	●	Develop
    a weekly and monthly management reporting package (both financial information and key performance indicators) that will be
    presented to management monthly,
	 	 	 
	 	●	Assist
    in developing a corporate consolidation file, and on a quarterly basis, ensuring that Form 10Qs and the annual Form 10K prep
    is complete and oversee and manage the audit function,


 






    	 



     


    

 


	 	●	Provide
    strategic advice relating to future development of the finance team. Assist in defining a future development vision and
    legal structure for the finance function based on initial findings with senior management,


 


		●	Take
                                         responsibility to sign Forms 10-Q and 10-K (and the related certifications), as well
                                         as other financially oriented filings with the SEC (such as registration statements),
                                         as the Company’s ICFO and Principal Financial and Accounting Officer.Finance function
                                         overview and support for the following:



 


	 	●	Coordinating
    of proxy mechanics with Broadridge, etc. and proxy solicitor,
	 	●	Coordination
    with transfer agent for 144 requests, stock issuances, preferred stock conversions and warrant exercises,
	 	●	Assistance
    with financial disclosures for financings (i.e., prospectuses), reviewing reps and warranties in the purchase agreement for
    management, and preparation of disclosure schedules,
	 	●	Maintenance
    of stock options and warrant ledgers,
	 	●	General
    coordination of board and management signatures,
	 	●	Assist
    with Nasdaq filings in terms of stock info,
	 	●	Coordination
    of whistleblower requirements (i.e., coordinating putting a hotline in place),
	 	●	Liaising
    with management and the board for general communications,
	 	●	Coordination
    of press releases.


 


Monthly
Services:


 


●
On a monthly basis, the ICFO team will be responsible for:


 


	 	●	Work
    with the accounting team to ensure a timely financial close for the Company.  The Company is responsible for entering
    all operating transactions and performing ledger reconciliations,
	 	 	 
	 	●	Review
    of the monthly financial close and related reports,
	 	 	 
	 	●	Manage,
    mentor and work with the finance and accounting teams,
	 	 	 
	 	●	Update
    the headcount file and analyze payroll related costs (oversight of human resources),
	 	 	 
	 	●	Assist
    in accounting for complex financial instruments and other complex accounting transactions, such as the valuation, recognition,
    reporting and disclosure of all equity transactions. Brio will prepare and document this analysis so that the Company can
    provide the work papers to its auditors,
	 	 	 
	 	●	Ensure
    governance activities are kept up to date in legal entities, such as maintenance of Board meeting minutes,


 






    	 



     


    

 


	 	●	Act
    as the Company liaison with the EDGAR Filing agent,
	 	 	 
	 	●	Maintenance
    of bonus and option programs,
	 	 	 
	 	●	Assist
    management in the maintenance of group insurance programs,
	 	 	 
	 	●	Work
    with management in preparing for potential debt and equity capital raises for the Company,


 


Quarterly
Services:


 


●
We will assist you with preparing your 2020 annual financial statements (“Balance sheet, Income Statement, Statement of
Cash Flows, and Statement of Shareholders’ Equity”), including the accompanying notes, in accordance with Generally
Accepted Accounting Principles (GAAP) as applied by the Company. The Company is responsible for entering all operating transactions
and performing ledger reconciliations. We will coordinate this effort with Company personnel and the Company’s independent
auditor. 


 


●
We will assist you with preparing your 2020 quarterly financial statements (“Balance sheet, Income Statement, Statement
of Cash Flows, and Statement of Shareholders’ Equity”), including the accompanying notes, in accordance with Generally
Accepted Accounting Principles (GAAP) as applied by the Company. The Company is responsible for entering all operating transactions
and performing ledger reconciliations. We will coordinate this effort with Company personnel and the Company’s independent
auditor. 


 


●
On a quarterly basis, we will prepare all debt and equity rollforwards, and all material audit workpapers. Various workpapers
will be the responsibility of the Company’s internal accounting department, but Brio will review such workpapers and sign-off
on such workpapers prior to the delivery to the independent audit firm. 


 


●
On a quarterly basis, we will draft all complex accounting memos detailing accounting positions taken by the Company during each
quarterly accounting close process.


 


●
On a quarterly basis, we will be the liaison with the Company’s securities counsel, independent audit firm and the EDGAR
providers. We will maintain the working draft of the quarterly and annual filings and will work with the entire professional team
to ensure timely filing.


 


●
We will review your general ledger trial balance on a monthly and quarterly basis and, if we become aware of any adjustments that
may be appropriate, we will itemize these adjustments, provide supporting documentation and present the adjustments for management
approval. We will maintain an internal stock ledger and internal stock purchase warrants and stock option ledgers, utilized for
accounting valuation and disclosure purposes. 


 






    	 



     


    

 


●
We will assist you in the accounting of complex financial instruments and other complex accounting transactions, such as the valuation,
recognition, reporting and disclosure of all equity transactions and complex financial instruments. We will prepare and document
our analysis so that you can provide the analysis to your independent auditors. 


 


●
We will assist in the preparation of the Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
portion of any quarterly and annual reports of the Company. You further acknowledge that we do not render legal advice.


 


●
You acknowledge that it is the responsibility of the Company to make and keep books, records, and accounts, which, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, and that our responsibility
is assisting you with the bookkeeping, the preparation of GAAP financial statements using management’s books, records, and
accounts. We are not being engaged to file 1099’s or other tax compliance returns.


 


●
We will assist the Company’s in evaluating the Company’s internal controls over financial reporting. 


 


●
At your request we will be available for conference calls with management and your Board of Directors or the Audit Committee of
your Board of Directors. We will prepare a board package containing supplemental financial information and key performance indicators
for each meeting of the Board of Directors.


 


Pricing


 


We
will perform the services for an initial retainer fee of $7,500, due upon the execution of this Agreement. Going forward,
we will perform the monthly services at a fixed monthly rate of $13,500, billed and payable on the Fifteenth of every month,
commencing August 15, 2020. The Company will also be billed for travel and other out-of-pocket costs, such as report production,
postage, etc.


 


Additional
work not expressly provided for in this Agreement, such as work for due diligence reviews for potential acquisitions, current
reports on Form 8-K, analysis for additional debt and equity raises, and additional travel for attendance in person at Board of
Director or other meetings are not included in the above estimate. Services such as these will be billed at our standard hourly
rates ($110/hour for staff accountant, $225/hour for Director level, and $295/hour for Managing Member) unless an additional engagement
letter and pricing scheme is in place. Please note that if there is a significant change in the company’s business or number
of transaction, the fixed monthly rate will need to be re-negotiated and a new agreement will need to be put into place prior
to additional work being performed by Brio Financial Group.


 


In
accordance with our usual procedures, we will present invoices on a monthly basis with payments due by end of month. We reserve
the right to suspend services whenever an invoice remains unpaid for more than 45 days.


 






    	 



     


    

 


E-mail
Communication


 


In
connection with this engagement, we may communicate with you or others via e-mail transmission. As e-mails can be intercepted
and read, disclosed, or otherwise used or communicated by an unintended third party, or may not be delivered to each of the parties
to whom they are directed and only to such parties, we cannot guarantee or warrant that e-mails from us will be properly delivered
and read only by the addressee. Therefore, we specifically disclaim any liability or responsibility whatsoever for interception
or unintentional disclosure or communication of e-mail transmissions, or for the unauthorized use or failed delivery of e-mails
transmitted by us in connection with the performance of this engagement. In that regard, you agree that we shall have no liability
for any loss or damage to any person or entity resulting from the use of e-mail transmissions, including any consequential, incidental,
direct, indirect, or special damages, such as loss of revenues or anticipated profits, or disclosure or communication of confidential
or proprietary information.


 


Compelled
Disclosure


 


In
the event that we or any of its affiliates, or any of its or their members, managers, partners, directors, officers and employees
are requested or become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena,
civil investigative demand or similar process) to disclose any information regarding the Company or the services provided hereunder,
the Company (to the extent permitted) will be provided with prompt written notice thereof, so that the Company may seek a protective
order or other appropriate remedy at its own option and expense. The Company shall reimburse us for all costs and expenses, including
attorneys’ fees, which we and its affiliates, and its and their members, managers, partners, directors, officers and employees
incur in connection with such requested or compelled disclosure, whether or not any such protective order or other remedy is sought
or obtained.


 


Indemnification


 


The
Company shall defend, indemnify, and hold us and its affiliates, and its and their members, managers, partners, directors, officers
and employees, harmless from and against all claims asserted by a third party (or parties) and related damages, losses, or expenses,
including, but not limited, to attorneys’ fees arising out of or resulting from any and all acts or omissions of the Company
or its affiliates, including, but not limited to acts or omissions in the maintenance of the Company’s books, records, and
accounts, in the preparation or use of the Company’s financial statements, in the timely filing of reports, statements,
and other documents with the U.S. Securities and Exchange Commission, and in the design and maintenance of disclosure controls
and procedures and internal control over financial reporting.


 


Limitation
on Liability


 


Our
maximum liability hereunder for any reason shall be limited to the aggregate amount of the fees paid by the Company to us for
the twelve months immediately preceding the date of the applicable claim, except to the extent that it is finally determined that
the Company has incurred actual direct damages that have resulted from the gross negligence or willful misconduct of us, in which
case our maximum liability hereunder shall be limited to such actual direct damages. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE RELATING TO THIS AGREEMENT. This limitation
on liability provision shall apply to the fullest extent of the law, whether any claims are based in contract, statute, tort,
or otherwise.


 






    	 



     


    

 


Waiver


 


The
failure of any party to this Agreement at any time to require the performance of any provision of this Agreement shall in no manner
affect the right to enforce the same, and no waiver by any party to this Agreement of any provision of this Agreement (whether
by conduct or otherwise) shall be deemed or construed as a further or continuing waiver of such provision or any other provision
of this Agreement.


 


Third-Party
Rights


 


No
provision of this Agreement shall in any way inure to the benefit of any third person (including the public at large) so as to
make any such person a third-party beneficiary of this Agreement or of any one or more of the terms hereof, or otherwise give
rise to any cause of action in any person not a party hereto.


 


Severability


 


If
any provision of this Agreement, as applied to any party or to any circumstances, shall be found by a court of competent jurisdiction
to be void, invalid, or unenforceable, the same shall in no way affect any other provision of this Agreement, the application
of any such provision in any other circumstances, or the validity or enforceability of this Agreement.


 


Entire
Agreement


 


This
Agreement contains the entire understanding of the parties hereto relating to the subject matter of this Agreement and supersedes
all prior and collateral agreements, understandings, statements, and negotiations of the parties.


 


Governing
Law


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without regard to any laws
that might otherwise govern under applicable principles of conflicts of laws.


 


Dispute
Resolution


 


If
any dispute arises among the parties, they agree to try first in good faith to settle the dispute by mediation administered by
the American Arbitration Association (AAA) under its Commercial Mediation Rules. All unresolved disputes shall then be decided
by final and binding arbitration in accordance with the Commercial Arbitration Rules of the AAA. In agreeing to arbitration, we
both acknowledge that in the event of a dispute over fees, each of us is giving up the right to have the dispute decided in a
court of law before a judge or jury and instead we are accepting the use of arbitration for resolution. In any litigation, arbitration,
or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or
both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable
attorney fees, and costs and expenses incurred.


 






    	 



     


    

 


Term


 


This
Agreement will commence on the date hereof and will continue in effect until June 30, 2021. It is understood that either party
may terminate this Agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood
that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of
termination. Any and all financial and other information in Brio Financial’s possession at the time of termination must
be turned over to the Company, including but not limited to quarterly and annual financial statements, accompanying footnotes,
ledgers, workpapers, MD&A, proposed adjustments with supporting documentation, any other work product prepared by Brio Financial
on behalf of the Company.


 


We
would like to take this opportunity to express our appreciation for the opportunity to offer our services to your organization.


 


Very
truly yours,


Brio
Financial Group


 


Acceptance:


 


This
letter correctly sets forth the understanding of Akers Biosciences, Inc.


 


	/s/
    Chris Schreiber	 
	Chris
    Schreiber, Executive Chairman	 
	 	 
	7/21/2020	 
	Date