Consulting Agreement

 

CONSULTING AGREEMENT entered into this 18th day of January 2011, by and between Seafarer Exploration Corp. (the "Company"), and Lenny H. Kohl ("Consultant")

 

WHEREAS, the Company desires to hire the consulting services of Consultant in the areas of Mergers and Acquisitions for the Company (the "Services") in connection the Company's business

 

WHEREAS. in consideration for the Services, the Company shall pay the Consultant upon the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.        Provision of Services

Duties of Consultant, The Consultant will provide such services and advice to the Company so as to negotiate with the Company in joint ventures, mergers and acquisitions. Without limiting the generality of the foregoing, Consultant will also assist the Company in developing, studying and evaluating acquisition proposals, prepare reports and studies thereon when advisable. Nothing contained herein constitutes a commitment on the part of the Consultant to find an acquisition target for the Company or, if such target is found, that any transaction will be completed. This Agreement is not a contract for listing services, and nothing in this Agreement will require the Consultant to negotiate on behalf of the Company with corporations that are involved with listings or making a market in corporate securities in the OTC markets. Consultant would undertake such services under the direction of Kyle Kennedy, Company President.

 

Duties Expressly Excluded. This Agreement expressly excludes the Consultant from providing public relation services to the Company inclusive of but not limited to (i) direct or indirect promotion of the Company's securities: (ii) assistance in making of a market in the Company's securities. The Consultant shall not have the power of authority to bind the Company to any transaction without the Company's prior written consent.

 

2.        Compensation, Term and Termination

The Company shall compensate the Consultant by issuing 1,000,000 (million) shares of restricted common stock (the "Shares") to Consultant. Should the Consultant's services be needed after 90 days from the execution of this agreement, a new agreement will be created to reflect the scope of services required and term of services provided. The term of this Agreement shall commence on the date it is executed by all parties and shall continue until completion of the Services as defined herein.

Lenny H. Kohl acknowledges and agrees that Seafarer has paid him in full for any and all services that he had previously provided to Seafarer. More specifically Seafarer does not owe Lenny H. Kohl name any consideration, fees, or compensation, including stock based compensation, of any kind for any services that Lenny H. Kohl provided to Seafarer prior to the execution of this Agreement.

All work performed by Consultant pursuant to this Agreement in connection with the Services or otherwise, including, without limitation, business and strategic plans and proposals, and however rendered, electronic or otherwise, and whether or not patentable or copyrightable (the "Products"), shall be deemed works-made-for-hire under United States copyright law and shall be the property of the Company. Consultant further agrees to and does hereby assign, transfer, and convey to the Company all of Consultant's right, title and interest in and to the Products, and in connection therewith, to execute and deliver such documents and take other steps, in order to enable the Company, in its sole discretion, to obtain grants of patent and registration of copyright and trademark, both domestic and foreign, in connection with the Products.

Lenny H. Kohl agrees that all third parties introduced to him/her by Seafarer represent significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital of Seafarer. Therefore, without the prior specific written consent of Seafarer, Lenny H. Kohl agrees to refrain from conducting direct or indirect business dealings of any kind with any third party so introduced by Seafarer, with the exception of third parties with which Lenny H. Kohl has previously had a formal business relationship, for a period of three (3) years from Effective Date of this Agreement.

In the event that any one or more provisions herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

This Agreement shall not render Lenny H. Kohl an employee, partner, agent of, or joint venture partner with Seafarer for any purpose. Seafarer shall not be responsible for withholding taxes with respect to Lenny H. Kohl's compensation hereunder and Lenny H. Kohl will be solely responsible for any and all local, state and/or federal tax obligations. Lenny H. Kohl agrees to hold Seafarer harmless for any expenses, liabilities or obligations of any type concerning taxes or insurance. Lenny H. Kohl shall have no claim against Seafarer hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. In his capacity as an independent contractor, Lenny H. Kohl will exclusively control and direct his own time and choose which days and specific hours that he performs Services for Seafarer and he has the sole right to control and direct the means, manner, and method by which he renders the Services to Seafarer. Lenny H. Kohl acknowledges that he has never been an employee of Seafarer and Lenny H. Kohl also specifically acknowledges that he has provided services to Seafarer on an independent contractor basis at all times during his business relationship with Seafarer, including prior to the Effective Date of this Agreement.

Consultant's obligations hereto with respect to provision of Services shall not be assignable to any other person without the express written consent of the Company.

Lenny H. Kohl does hereby remise, release, and forever discharge Seafarer, Seafarer's agents, officers, directors, consultants, advisors, affiliates, employees, assigns, administrators, controlling persons and personal representatives, of and from all, and all manner of, actions, causes of action, suits, proceedings, debts, dues, contracts, judgments, damages, claims, and demands whatsoever in law or equity, which Lenny H. Kohl ever had, now has, or which Lenny H. Kohl's heirs, executors, administrators or personal representatives hereafter can, shall, or may have for or by reason of any matter, cause, or thing whatsoever arising out of Lenny H. Kohl's past, present, or future business dealings with Seafarer or this Agreement; or in any way arising out of the provision of services to Seafarer by Lenny H. Kohl.

This Agreement contains the entire agreement of the Parties hereto with respect to the subject matter hereof and shall supersede all prior agreements and understandings, oral or written, with respect to the subject matter herein.

Each Party acknowledges that it/he/she has adequate opportunity to review and comment upon this Agreement, has been advised of its rights to have its own independent counsel review this Agreement, and familiar with its terms.

 

13.       Waiver

No waiver of any right or obligation of the Parties under this Agreement shall be effective unless made in writing, specifying such waiver, and is executed by the Party against whom such waiver is being forced. A waiver by the other Party hereto of any of its rights under this Agreement on any occasion shall not be a part to the exercise of the same right on any subsequent occasion or of any other right at any time.

 

14.       Successors and Assigns

This Agreement shall inure to the benefit of and be binding upon the respective legal representatives, assigns, and successors in interest of Seafarer Exploration Corp. The Consultant, Lenny H. Kohl, shall not have the right to assign, delegate, or otherwise transfer any duty or obligation to be performed by it hereunder to any person or entity, nor assign or transfer any rights hereunder.

 

15.       Section Headings

The section headings contained hereunder are for the purposes of convenience only and are not intended to define or limit the context of said section.

 

16.       Further Assurances

 

Lenny H. Kohl hereto shall cooperate and shall take such further action and shall execute and deliver such further documents as may be reasonably required by any other party in order to carry out the provisions and purposes of this Agreement.

 

 

The Confidentiality and Non-Disclosure agreement shall survive the termination and/or expiration of this Agreement and/or Consultant's performance of Services for Seafarer Exploration Corp., for any reason.

 

IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date and year first above written.

 

CONSULTANT:

Name: Lenny H. Kohl

COMPANY:

Kyle Kennedy

CEO

Seafarer Exploration Corp.