Consulting Agreement by and between Ralph Johnson and Seafarer Exploration Corp. dated December, 11 2010. Filed with this Form 10-K

 

 

CONSULTING AGREEMENT entered into this 11th day of December 2010, by and between Seafarer Exploration Corp. (the "Company"). and Ralph Chip Johnson ("Consultant") at 11919 Meridian Point Drive Tampa, Florida, 33626.

 

WHEREAS, the Company desires to hire the consulting services of Consultant in the areas of Business Development, Mergers and Acquisitions and Business Strategy 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 advise the Company in business development, mergers and acquisitions, business strategy and specifically for analysis of the treasure industry. 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.

 

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 payment of $6,000.00 upon execution of this agreement and an additional $4,000.00 to be paid within 30 days from the execution of this agreement. Should the Consultant's services be needed after 45 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.

3.      Stock Plan

Additional compensation will include equity in Seafarer Exploration Corp. The amount will he determine after December 26. 2010 and prior to the expiration of this agreement.

 

4.       Property

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.

 

5.      Non-Circumvention

Johnson 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 or Seafarer, Johnson 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 Johnson has previously had a formal business relationship. for a period of three (3) years from Effective Date of this Agreement.

 

6.      Confidential Information

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 after 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.

 

 

 

 

 

 

7.      Severability

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

 

8.      Independent Contractor

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

 

9.      No Assignment

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.

 

10.    General Release and Waiver of Claims by Johnson

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

 

Johnson 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.

 

(ii) may be amended or modified only by a writing executed by the party against whom enforcement is sought: (iii) shall inure to the benefit of and be binding upon the respective heirs, administrators, personal representatives, successors and assigns of the parties hereto; and (iv) shall be governed by and construed in accordance with the laws of Florida.

 

12.        Full and Entire

The Confidentiality and Non-Disclosure agreement shall survive the termination and/or expiration of this Agreement and/or Independent Contractor's performance of Services for Second to None Billing, for any reason.

 

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

 

 

CONSULTANT

 

 

COMPANY