exhibit_10-6.htm


    
      

    

    EXHIBIT 10.6

    PURCHASE
AND SALE AGREEMENT

     

    This
Purchase and Sale Agreement (the "Agreement") is entered into as of the 10th 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:

     

    
      
        	
                 1.

              	
                 

              	
                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.

              


      

    

     

    
      	
              2.

            	
              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.

            


    

     

    
      	
              3.
      

            	
              Representations
      and Warranties of SeaRex.
      SeaRex represents and warrants that the following statements arc
      true and correct as of the Effective
Date:

            


    

     

    
      	
               
      

            	
              a.

            	
              SeaRex
      has exclusive ownership and control of all of the DaVinci Research
      Materials.

            


    

    
      	
               
      

            	
              b.

            	
              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.

            


    

    
      	
               
      

            	
              c.

            	
              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.

            


    

    
      	
               
      

            	
              d.

            	
              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.

            


    

    
      	
               
      

            	
              e.

            	
              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.

            


    

    
      	
               
      

            	
              f.

            	
              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.

            


    

    
      	
            	
              g.
      

            	
              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.

            


    

     

    
      	
               
      

            	
              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:

            


    

    
      	
               

            


    

     

    
      	
               
      

            	
              a)

            	
              Ten
      thousand dollars ($10,000) will due upon execution of this
      Agreement;

            


    

    
      	
               
      

            	
              b)

            	
              Thirty
      thousand dollars ($30,000) will be due by December 31, 2008 unless the
      parties mutually agree to extend the due
date;

            


    

    
      
        	
                 
      

              	
                c)

              	
                Fifty
      thousand dollars ($50,000) will be due by February 15, 2009 unless the
      parties mutually agree to extend the due date; and

              
	 	d)	

                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.

              


      

    

    
      	
               
      

            	
               

            	
               

            


    

     

    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 Project less any and all expenses incurred by Seafarer relating to the
DaVinci Project (the "Contingent Fees"). The Contingent Fees will be paid to
SeaRex at the time that Seafarer actually receives funds.

     

    
      	
               5. 
      

            	
              Exclusivity of DaVinci Research Materials.
      Seafarer will have exclusive rights to the DaVinci Research
      Materials during the Term of this Agreement. Moreover, SeaRex specifically
      agrees and acknowledges that it and/or its affiliates, associates or any
      person or entity known to SeaRex either now or in the future will not
      approach, have any contact with, discussions with, meet with, conference
      with or have any dialogue of any kind with any persons, entities or third
      parties regarding the sale of the DaVinci Research Materials during the
      Term of this Agreement.

            


    

     

    
      	
              6.

            	
              Delivery by SeaRex of
      DaVinci
      Research
      Materials. SeaRex agrees to deliver all of the DaVinci Research
      Materials to Seafarer at the time that Seafarer pays SeaRex the Upfront
      Fees described in Paragraph 5(b). Seafarer will return
      the DaVinci Research Materials to SeaRex if the Agreement is terminated
      according to Paragraph 7.

            


    

     

    
      	
              7.

            	
              Right to Terminate the
      Agreement. If Seafarer does not pay SeaRex the Upfront Fees
      by the due
      dates described in Paragraph 5, then SeaRex, in its sole
      discretion, may terminate the
      Agreement by
      providing written notice to Seafarer. If SeaRex terminates the Agreement
      then it agrees that within five (5) business days of providing written
      notice of termination it will pay back any and all funds that it has
      received from Seafarer. SeaRex specifically acknowledges that if
      Seafarer does not pay the Upfront Fees by any of the due dates described
      in Paragraph 5, then Seafarer will not have any further financial
      obligations whatsoever or owe any consideration or fees of any kind to
      SeaRex.

            


    

     

    
      	
              8.

            	
              Legal
      Matters.
      This Agreement shall be interpreted under and governed by the laws
      of the State of Florida.

            


    

     

    
      	
              9.

            	
              Venue. The Parties hereby agree that the
      venue of any action, proceeding, counterclaim,  crossclaim, or other
      litigation relating to, involving, or resulting from the enforcement of
      this Agreement shall be in Hillsborough County, Florida
    only.

            


    

     

     

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              10.
      

            	
              Binding Effect. This
      agreement shall be binding upon the parties and their respective personal
      representatives, heirs, successors and
assigns.

            


    

     

    
      	
               11.

            	
              Modification and Waiver. This Agreement contains
      the entire Agreement of the parties and no change of any term or
      provisions of this Agreement shall be valid or binding unless the same
      shall be in writing and signed by all of the parties hereto. No waiver of
      any of the terms of this Agreement shall be valid unless signed by the
      party against whom the waiver is asserted. A waiver on any one occasion
      shall not he constructed as a bar to or a waiver of any right on any
      future occasion.

            


    

     

    
      	
              12.

            	
              Attorney's Fees. In the event that any party is
      required to engage in services of legal counsel to enforce the terms and
      conditions of this Agreement against any other party to this Agreement,
      regardless of whether such action results in litigation, the prevailing
      party shall be entitled to reimbursement of its reasonable attorney's fees
      and costs.

            


    

     

    
      	
              13.

            	
              Counterparts. This Agreement may be
      executed in any number of counterparts, each of which shall be an original
      but all of which shall constitute one and the same
    instrument.

            


    

     

    
      	
              14.

            	
              Notices. Notice required or permitted to
      be given pursuant to the terms of this Agreement shall be deemed received
      five (5) days after deposit into the United States mail, postage prepaid,
      certified return receipt requested and addressed as provided below, or
      upon receipt if delivered by any other
method:

            


    

     

    To Seafarer:

    Seafarer
Exploration, Inc.

    Attention:
Kyle Kennedy

    14497 N.
Dale Mabry I highway, Suite 209N

    Tampa,
FL 33618

     

    To
SeaRex:

    Sinclair
Educational Archaeological Research Expeditions, Inc.

    Attention:
Vanessa E. Friedman or James J. Sinclair

    15 Marlin
Drive

    St.
Augustine, FL 32080

     

    
      	
              15.

            	
              Invalid Provision. The invalidity or
      unenforceability of any particular provision of this Agreement shall not
      affect the other provisions hereof, and the Agreement shall be constructed
      in all respects as if the invalid or unenforceable provisions were
      omitted.

            


    

     

    
      	
               16.

            	
              Equitable Remedies; Remedies
      Cumulative. All breaches of this Agreement are subject to
      specific enforcement, injunction and other forms of equitable relief,
      without prejudice to the right to seek damages or other remedies. The
      parties agree that monetary damages would not be sufficient remedy for
      a breach of this
      Agreement. The rights and remedies provided by this Agreement arc
      cumulative and the use of any one right or remedy by any party shall not
      preclude or waive the right to use any other remedies. These rights and
      remedies are given in addition to any other rights the parties may have by
      law, statute, ordinance or otherwise. The failure of any party to seek
      redress for violation of or to insist on the strict performance of any
      covenant or condition of this Agreement shall not prevent a subsequent
      act, which would have originally constituted a violation, from having the
      effect of an original violation.

            


    

     

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               17.

            	
               

            	
              Entire Agreement. This Agreement constitutes the
      entire agreement between the parties pertaining to the subject matter
      hereof and supersedes and cancels any prior communications,
      representations, understandings, and agreements, whether verbal or in
      writing, between the parties. No modifications of or changes to this
      Agreement shall be binding, nor can any of its provisions be waived,
      unless agreed to in writing by the
parties.

            


    

     

    
      	
               18.

            	
               

            	
              Advice of Counsel. Each party signing
      this Agreement:

            


    

     

    a.     understands
that this Agreement contains legally binding provisions;

    b.     has
had the opportunity to consult with a lawyer; and

    c.   
 has either consulted a lawyer or consciously decided not to consult a
lawyer.

     

    
      	
               19.
      

            	
              Miscellaneous. Whenever
      the single number is used in this Agreement and when required by the
      context, the same shall include plural and vice versa, and the masculine
      gender shall include the feminine and neuter genders and vice versa. The
      headings in this Agreement are inserted for convenience only and are in no
      way intended to describe, interpret, define or
      limit the scope, extent or intent of this Agreement or any
      provision of this Agreement. Each and all of the covenants, terms,
      provisions and agreements in this Agreement contained shall be binding on
      and inure to the benefit of the parties and, to the extent permitted by
      this Agreement, their respective heirs, legal representatives, successors
      and assigns.

            


    

     

    IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed on the date stated on the first page
of this Agreement in a manner appropriate for each.

     

     

    
       

    

     

    
      SeaRex:

    

     

    
      /s/ Vanessa E Friedman
Vanessa E
Friedman

      President

    

    
      Sinclair
Educational Archaeological Research Expeditions, Inc.

    

     

    
      /s/ James J Sinclair

      James J Sinclair

      Vice President

      Sinclair Educational Archaeological Research Expeditions,
Inc.

    

    
       

       

      Seafarer:

       

      /s/
 Kyle Kennedy

    

    Kyle Kennedy

    
      Chief
Executive e Officer Seafarer Exploration, Inc.

    

    


     

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