Consulting Agreement by and between Robert H. Pritchertt and Seafarer Exploration Corp. dated November 3, 2010. Filed with this Form 10-K

The Company shall compensate the Consultant by payment of one million (1,000,000) shares of common stock upon execution of this agreement. Should the Consultant's services be needed after 120 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 dale it is executed by all parties and shall continue until completion of the Services as delined herein.

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.

Pritchett agrees that all third parties introduced to him 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, Pritchett agrees to refrain from conducting direct or indirect business dealings of any kind with anv third party so introduced by Seafarer. with the exception of third parties with which Pritchett has previously had a formal business relationship, for a period of three (3) years from Effective Date of this Agreement.

The Company has developed and is the owner of highly valuable and unique confidential and proprietary technical information related to the Business. as well as business and financial information related thereto (the "Confidential Information"). Notwithstanding the foregoing. "Confidential Information" shall not include and the provisions of this Agreement will not apply to any information disclosed by the Company and/or Consultant (1) if such information is demonstrated to be generally available to the public at the time of its disclosure to Consultant: (2) after the time, if any. that such information becomes generally available to the public without any breach by Consultant: (3) was already in Consultant's possession at the time of disclosure to Consultant (whether such time of disclosure is before or alter the date hereof); (4) is developed by Consultant independently of the Services; or (5) was lawfully received by Consultant from a third party without restrictions on disclosure or use.

Using no less effort than the Consultant would use to maintain the confidentiality of his own confidential and proprietary information, the Consultant shall maintain in strict confidence and shall not disclose at any time, without the prior written consent of the Company, any of the Confidential Information to any other person or entity, unless such information has entered the public domain through lawful means, without violation of this Agreement, or pursuant to requirements of law or court order.

f)  Pritchett specifically acknowledges that the unauthorized disclosure, use or disposition of such Confidential Information by any third party could cause irreparable harm and sienificant injury to Seafarer's business, which may be difficult to ascertain. Accordingly. in the event of any breach by Pritchett of this Agreement involving confidentiality then Pritchett shall immediately be in violation of this Agreement and shall be liable for an immediate imposition of an injunction against him, in addition to any other remedies that may be available to Seafarer at law or in equity.

g ) Pritchett shall indemnify and hold Seafarer completely harmless against any and all liability, actions, claims, demands, liens, losses, damages, judgments and expenses, including reasonable attorneys' fees that may arise from the unauthorized disclosure or use of Confidential information by Pritchett.

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

 

7.     Independent Contractor

This Agreement shall not render Pritchett 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 Pritchett's compensation hereunder and Pritchett will he solely responsible for any and all local, state and/or federal tax obligations. Pritchett agrees to hold Seafarer harmless for any expenses, liabilities or obligations of any type concerning taxes or insurance. Pritchett 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, Pritchett. 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. Pritchett acknowledges that he has never been an employee of Seafarer.

 

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.

 

9.     General Release and Waiver of Claims by Pritchett

Pritchett 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 Pritchett ever had, now has, or which Pritchett'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 Pritchett'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 Pritchett.

 

10.   No Lawsuits

Pritchett represents and warrants to Seafarer that he has never filed or submitted any complaints, charges or lawsuits of any kind with any court, governmental or administrative agency or arbitrator against Seafarer or any of Seafarer's past or present officers, directors, consultants, advisors, affiliates, employees, assigns, administrators. attorneys, agents, advisors, consultants, subsidiaries, related parties and personal representatives.

 

This Agreethent 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.

The Confidentiality and Non-Disclosure agreement shall survive the termination and/or expiration of this Agreement and/or Independent Contractor's performance of Services.