PURCHASE AND SALE
AGREEMENT
This Purchase and Sale Agreement (the
"Agreement") is entered into as of the 10 th day of December, 2008, by and between Sinclair
Educational Archaeological Research Expeditions, Inc. ("SeaRex")
and Seafarer Exploration, Inc. ("Seafarer").
RECITALS
WHEREAS SeaRex desires to sell proprietary historical
and archival research pertaining to a certain project that has
previously been referred to as the DaVinci Project (the "DaVinci
Project"); and
WHEREAS Seafarer desires to purchase the proprietary
historical and archival research pertaining to the DaVinci
Project.
NOW THEREFORE, in exchange for the consideration defined below,
the parties agree to the following:
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Term. The term of this Agreement (the "Term") shall
commence and be in full force and effect as of December 10, 2008
(the "Effective Date") and the Agreement will continue indefinitely
until terminated according to Paragraph 7.
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Definition. The
term the DaVinci Research Materials ("Davinci Research Materials")
shall refer to any and all of the documents, data, records,
reports, maps, compilations, computer models, writings and
materials that are in any way related to the DaVinci Project that
have been accumulated by SeaRex, any persons known to SeaRex, or
any employees, contractors, consultants, officers, directors,
agents, affiliates, or associates of SeaRex.
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Representations
and Warranties of SeaRex. SeaRex represents and warrants
that the following statements arc true and correct as of the
Effective Date:
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SeaRex has
exclusive ownership and control of all of the DaVinci Research
Materials.
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SeaRex, or any
person or entity known to SeaRex, has never previously
disseminated, copied, distributed, or shared any of the contents of
the DaVinci Research Materials with any third party.
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All of the
information contained in the DaVinci Research Materials is
currently owned by SeaRex and no copyright or other intellectual
property rights violations exist with regards to the DaVinci
Research Materials.
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SeaRex
expressly agrees to indemnify Seafarer and hold Seafarer harmless
from any action relating to any copyright or other intellectual
property rights violations or lawsuits arising from the conduct of
SeaRex with respect to the DaVinci Research Materials.
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SeaRex will
deliver all copies and originals of the DaVinci Research Materials
to Seafarer, and SeaRcx will not retain any copies or means of
making reproductions of the DaVinci Research Materials.
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Upon delivery
of the DaVinci Research Materials, SeaRex unconditionally,
absolutely and irrevocably transfers and assigns all rights, title,
interests, or benefits to the DaVinci Research Materials to
Seafarer and agrees to relinquish and forever forgo any rights,
title, interests or benefits whatsoever from the DaVinci Research
Materials.
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SeaRex, by
entering into this Agreement, understands and agrees that should
any third party gain access to the DaVinci Research Materials, the
damage to Seafarer would be irreparable and SeaRex covenants that
it will never undertake any new research or attempt to ever
reproduce anything relating to the DaVinci Research Materials for
any other party without the express written permission of
Seafarer.
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h. The DaVinci
Research Materials contain sufficient data, information and
documentation as to the approximate location of the DaVinci Project
so that Seafarer will not have to pay any additional fees to
research the Davinci Project.
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4.
Consideration. Seafarer may, in its sole discretion and if funds
are available, pay SeaRex a fee of two hundred and fifty thousand
dollars ($250,000.00) (the "Upfront Fees") less any funds
previously paid to SeaRex in exchange for the Davinci Research
Materials. SeaRex acknowledges that it previously received ten
thousand dollars ($10,000) from Seafarer towards the purchase of
the DaVinci Research Materials. The remaining Upfront Fees will be
paid in the following increments:
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Ten thousand
dollars ($10,000) will due upon execution of this
Agreement;
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Thirty thousand
dollars ($30,000) will be due by December 31, 2008 unless the
parties mutually agree to extend the due date;
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Fifty thousand
dollars ($50,000) will be due by February 15, 2009 unless the
parties mutually agree to extend the due date; and
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d)
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One hundred and
fifty thousand dollars ($150,000) will be due by March 31, 2009
unless the parties mutually agree to extend the due
date.
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In addition to
the Upfront Fees, Seafarer agrees to pay SeaRex fourteen percent
(14%) of the net liquidated value of any items actually recovered
from the DaVinci Pr
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