Lightbridge Corp.: Exhibit 10.25 - Filed by newsfilecorp.com






Exhibit 10.25 

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED
PORTIONS OF THIS EXHIBIT. THE REDACTIONS ARE INDICATED WITH “*[REDACTED]*”. A
COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION. 

DATED 

22/06/2014 

RELATIONSHIP DEED 

between 

LLOYD'S REGISTER EMEA 

and 

LIGHTBRIDGE CORPORATION 





	CONTENTS 	  
	  	  	  
	CLAUSE 	  
	1.
      	Interpretation
      	1
      
	2.
      	Commencement
      and duration 	2
      
	3.
      	Provision
      of Work 	2
      
	4.
      	Payment
      	2
      
	5.
      	Duties,
      powers and restrictions 	3
      
	6.
      	Liability
      	3
      
	7.
      	Termination
      	4
      
	8.
      	Entire
      agreement 	4
      
	9.
      	Notices
      	5
      
	10.
      	Governing
      law and jurisdiction 	6
      
	11.
      	Confidentiality
      	6
      
	12.
      	Counterparts
      	6
      
	  	  	  
	SCHEDULE 	  
	  	  	  
	SCHEDULE
      1 SERVICES TO BE PERFORMED BY LR 	7
      
	  	  	  
	SCHEDULE
      2 SERVICES TO BE PERFORMED BY LB 	8
      
	  	  	  
	SCHEDULE
      3 LIGHTBRIDGE HOURLY RATES 	9
      






THIS DEED is dated 22/06/2014 

PARTIES 

	(1) 	
      LLOYD'S REGISTER EMEA (registered number IP29592R)
      an Industrial Society registered in England and Wales, whose principal
      branch office in Abu Dhabi is at Suite No. 401/A, the Blue Tower, P.O. Box
      997, Sheikh Khalifa Street, Abu Dhabi, United Arab Emirates, commercial
      registration no. CN- 1001482 ("LR").

	 	 
	(2) 	
      LIGHTBRIDGE CORPORATION, whose principal office is
      at 1600 Tysons Boulevard, Suite 550, Tysons Corner, VA 22102 USA,
      ("LB").



Hereinafter each a "party" and together the "parties".

BACKGROUND 

	(A) 	
      WHEREAS the parties have already, or intend to,
      enter into a tripartite agreement with the Federal Authority for Nuclear
      Regulation, established pursuant to United Arab Emirates Federal Law No.
      (6) of 2009, whose principal offices are at Crescent Tower, Mezzanine
      Floor, Sheikh Zayed First Street, Khalidiya, P.O. Box 112021, Abu Dhabi,
      United Arab Emirates and Al Ahlia Tower, Mezzanine Floor, Khalidiya, P.O.
      Box 112021, Abu Dhabi, United Arab Emirates ("FANR") in respect of
      certain project management, construction inspection and oversight
      services, in relation to the Barakah nuclear power plants in the United
      Arab Emirates, and related work (the "FANR Agreement")

	 	 
	(B) 	
      WHEREAS the parties wish to clarify their
      relationship in respect of the FANR Agreement by means of this
  Deed.



AGREED TERMS 

	1. 	
      INTERPRETATION




	 	1.1 	
      The schedules form part of this Deed and shall have
      effect as if set out in full in the body of this Deed. Any reference to
      this Deed includes the schedules.

	 	 	 
	 	1.2 	
      Unless the contract otherwise requires, words in the
      singular include the plural and in the plural include the
  singular.

	 	 	 
	 	1.3 	
      A reference to a statute or statutory provision is a
      reference to it as amended, extended or re-enacted from time to time and
      includes any subordinate legislation made from time to time under
    it.

	 	 	 
	 	1.4 	
      A reference to writing or written includes
      faxes and e-mail.

	 	 	 
	 	1.5 	
      Any words following the terms include, including, in
      particular or for example or any similar expression shall be construed
      as illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding them. 



1 






	2. 	
      COMMENCEMENT AND DURATION

	 	 
		
      This Deed shall be deemed to commence on the earlier of:
      (i) the signing of this Deed; or (ii) the entering into force of the FANR
      Agreement. It shall continue on the terms of this Deed until it is
      terminated in accordance with clause 7.

	 	 
	3. 	
      PROVISION OF WORK

	 	 
		
      The parties agree that their relative scopes of work are
      described in Schedules 1 and 2 (which may be updated from time to time by
      the written agreement of the parties, such agreement not to be
      unreasonably withheld or delayed). In accordance with Schedule 3, LB will
      invoice LR at the rates set out in the FANR Agreement
      *[Redacted]*.

	 	 
	4. 	
      PAYMENT




	 	4.1 	
      Clause 9.1 of the FANR Agreement states that: "the
      Consultant shall submit to FANR no more than one (1) invoice per calendar
      month", and that the account details are to be shown on the invoice.
      For the avoidance of doubt, the relevant bank account shall be LR's bank
      account.

	 	 	 
	 	4.2 	
      LB shall raise invoices to LR in respect of the relevant
      orders which they have undertaken, together with any relevant accompanying
      documents such as weekly timesheets.

	 	 	 
	 	4.3 	
      In the event of an order in which both LR and LB are
      providing services, the parties shall agree between themselves the
      relative value of their contributions and fee entitlement.

	 	 	 
	 	4.4 	
      LR shall pay LB's valid invoices within 30 days of
      receiving them, provided that the relevant payment has been received by LR
      from FANR.




	5. 	
      DUTIES, POWERS AND
RESTRICTIONS




	 	5.1 	
      Each party shall at all times comply with and shall
      ensure that all of their personnel comply with (i) all applicable laws,
      statutes, regulations and codes relating to anti-bribery and
      anti-corruption including but not limited to the UK Bribery Act 2010 and
      the US Foreign Corrupt Practices Act of 1977, and (ii) Lloyd's Register's
      Anti-Bribery and Anti-Corruption Policy (available at
      http://www.lr.org/documents/223207-antibribery-and-
      anticorruption-policy.aspx), as updated from time to time. In
      particular, the parties must not offer or pay bribes, and must report to
      LR any requests for bribes received. In the event of a breach of this
      clause 5.1, the non-offending party may terminate this Deed without notice
      and the offending party will not be entitled to claim any compensation or
      further remuneration. Furthermore, the offending party shall be liable
for and shall indemnify the other party against any and all claims, actions,
liabilities, losses, damages or expenses (including legal expenses) incurred.



__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

2 






	 	5.2 	
      During the duration of this Deed and for a period of
      twelve (12) months thereafter, the parties shall not (without the prior
      written consent of the other party), solicit for employment, or offer
      employment to, or enter into any contract for services with, any
      individual employed or subcontracted by the other party (or any individual
      who was employed or subcontracted by the other party in the preceding
      twelve (12) months, as calculated from the date of such solicitation or
      offer).




	6. 	
      LIABILITY




	 	6.1 	
      Notwithstanding any other provision in the FANR Agreement
      to the contrary, in the event of a claim arising, the defaulting party
      (who are in breach of either the FANR Agreement or this Deed) shall
      indemnify the other party, their estates and successors from and against
      all liabilities, costs, expenses, damages and losses and all other
      reasonable professional costs and expenses) resulting from that breach,
      without prejudice to any other right or remedy of the other party
      howsoever arising. In no event will the defaulting party's liability
      arising under this clause 6.1 exceed the other party's liability arising
      under the FANR Agreement.

	 	 	 
	 	6.2 	
      Each party will be responsible directly to third parties
      for any demands, suits, costs, claims, expenses, actions, proceedings, or
      damages of any kind or nature, including attorney's fees and costs, to the
      extent caused by the negligence or other fault of the responsible party or
      any of its directors, officers, employees, agents, or subcontractors. If
      the third party files an action against one party, who believes the other
      party is at fault, either wholly or partially, then the defending party
      may bring the responsible party into the action to answer directly to the
      third party. Nothing in this clause shall preclude either party from
      raising any defense available in law and or any relevant
    jurisprudence.

	 	 	 
	 	6.3 	
      Neither party shall be liable for any indirect,
      consequential, special and/or punitive loss arising out of or related to
      this Deed, provided that nothing in this clause 6.3 is intended to
      prevent, limit or exclude the party's liability for fraud, wilful
      misconduct or gross negligence, or any breach by either party of clauses 5
      or 11 of this Deed.

	 	 	 
	 	6.4 	
      In the event of disagreement about the issue of who is
      liable and the degree of culpability, this will be dealt with as per
      clause 10 of this Deed.




	7. 	
      TERMINATION




	 	7.1 	
      This Deed shall terminate immediately upon the
      termination of the FANR Agreement.



3 





	 	7.2 	
      Each party may terminate this Deed by giving written
      notice to the other party if:




	 	(a) 	
      the other party commits any serious breach or persistent
      breaches of this Deed which remain uncured for thirty (30) days after
      notice of such breach being given to the relevant party; or

	 	 	 
	 	(b) 	
      the other party has a bankruptcy order made against it,
      enters into any composition or arrangement with or for the benefit of his
      creditors, or other similar actions; or

	 	 	 
	 	(c) 	
      is guilty of conduct which, in the reasonable opinion of
      the other party, is likely to have a serious adverse effect on the
      provision of services under the FANR Agreement;

	 	 	 
	 	(d) 	
      the other party is in breach of clause 32 of the FANR
      Agreement (Conflicts).




	8. 	
      ENTIRE AGREEMENT




	 	8.1 	
      This Deed constitutes the entire agreement between the
      parties (other than the FANR Agreement, which shall be subject to the
      terms of this Deed) and supersedes and extinguishes all previous
      agreements, promises, assurances, warranties, representations and
      understandings between them, whether written or oral, relating to its
      subject matter. This Deed may be updated and/or varied from time to time
      with the express written agreement of both parties, such agreement not to
      be unreasonably withheld or delayed.

	 	 	 
	 	8.2 	
      No party shall have a claim for innocent or negligent
      misrepresentation (or negligent misstatement) based upon any statement in
      this Deed.

	 	 	 
	 	8.3 	
      Nothing in this clause shall limit or exclude any
      liability for fraud.




	9. 	
      NOTICES




	 	9.1 	
      A notice given to a party under or in connection with
      this Deed shall be in writing and sent to the party at the address or DX
      number or to the fax number or e-mail address given in this Deed or as
      otherwise notified in writing to the other party

	 	 	 
	 	9.2 	
      The following table sets out methods by which a notice
      may be sent and, if sent by that method, the corresponding deemed delivery
      date and time:





	Delivery method 	Deemed delivery date and time
  
	Delivery by hand. 	On signature of a delivery receipt or at the
      time the notice is left at the address. 
	Pre-paid first class recorded delivery post or other next
      working day delivery service providing proof of postage. 	9.00 am on the second business day after
      posting or at the time recorded by the delivery service. 
	Pre-paid airmail providing proof of postage. 	9.00 am on the fifth business day after posting
      or at the time recorded by the delivery service. 
	Fax. 	At the time of transmission. 
	E-mail 	At the time of transmission.




4 






	 	9.3 	
      For the purpose of clause 9.2 and calculating deemed
      receipt:




	 	(a) 	
      all references to time are to local time in the place of
      deemed receipt; and

	 	 	 
	 	(b) 	
      if deemed receipt would occur in the place of deemed
      receipt on a weekend or a public holiday when banks are not open for
      business, deemed receipt is deemed to take place at 9.00 am on the day
      when business next starts in the place of
receipt.




	 	9.4 	
      This clause does not apply to the service of any
      proceedings or other documents in any legal action or, where applicable,
      any arbitration or other method of dispute resolution.

	 	 	 
	 	9.5 	
      A notice given under or in connection with this Deed is
      valid if sent by e-




	10. 	
      GOVERNING LAW AND
JURISDICTION




	 	10.1 	
      This agreement and any dispute or claim arising out of or
      in connection with it or its subject matter or formation (including non-
      contractual disputes or claims) shall be governed by and construed in
      accordance with the law of England and Wales.

	 	 	 
	 	10.2 	
      The parties irrevocably agree that the courts of England
      and Wales have exclusive jurisdiction to settle any dispute or claim
      arising out of or in connection with this Deed or its subject matter or
      formation (including non-contractual disputes or
claims).




	11. 	
      CONFIDENTIALITY

	 	 
		
      Each party undertakes that it will not at any time
      hereafter use, divulge or communicate to any person, except to its
      professional representatives or advisers or as may be required by law or
      any legal or regulatory authority, any confidential information relating
      to this Deed



5 





	12. 	
      COUNTERPARTS

	 	 
		
      This Deed may be executed in any number of counterparts,
      each of which when executed shall constitute a duplicate original, but all
      the counterparts shall together constitute the one Deed.

	 	 
	13. 	
      DOCUMENTS AND RECORDS




	 	13.1 	
      Both parties shall have the right at any time until seven
      years after completion of the services to carry out an audit of the other
      party's books and records relating to the services (except where a party
      can show that the information is commercially sensitive) upon reasonable
      notice. All documents and records relating to the services shall be
      retained by the parties for seven years.

	 	 	 
	 	13.2 	
      The record keeping and audit obligations set out in
      clause 13 shall extend to all payments made by the parties in connection
      with this Deed.



6 




Schedule 1 Services to be Performed by LR 

FANR TSO Resources — Lloyd's Register

Key roles: 

	 	•	Project Manager 
	 	 	 
	 	•	Technical Manager 



	Inspection Programme Management 
	•	Plans
      for each inspection; (technical lead) 
	•	Development and coordination of resource plans and schedules;
      (LR) 
	•	Monitoring plans and the execution of schedules; 
	•	Specification, development and maintenance of FANR inspection
      database; 
	 	(LR) 
	•	Document and records management (LR) 
	 	 
	UAE Inspection (Site/ ENEC etc) 
	*[Redacted]* 
	 	 
	Management Systems/Quality Assurance 
	 	 
	Mechanical Installation 
	•	Reactor
      Vessel and RV internals 
	•	Piping
      and Support Systems 
	•	HVAC
  
	 	 
	Welding/ NDE
	 	 
	 	 
	Electrical/ instrumentation and control,

	•	Electrical Cable Installation Activities 
	•	Electrical Component Installation 
	•	Instrumentation Component 
	 	 
	 	 
	Engineering Design Verification (EDV) inspection
      on the design authority (Korea) 
	 	 
	Vendor Inspections 
	 	 
	*[Redacted]* 
	- Korea / Japan 
	- Europe (Germany) 
	- US 	 


__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

7 




Schedule 2 Services to be Performed by LB 

FANR TSO Resources —Lloyd’s Register

Key Roles: 

	 	•	Chief Nuclear Officer 



	Inspection Programme Management 
	•	Annual
      Inspection Plan / Programme (for each unit) (LB) 
	•	plans for each inspection; (technical lead)
    
	UAE Inspection (Site/ ENEC etc) 
	*[Redacted]* 
	Management Systems/Quality Assurance — as
      needed 
	Structures 
	•	Geotechnical and Foundation 
	•	Structural Concrete 
	•	Containment 
	Mechanical Installation (if needed) 
	•	Reactor
      Vessel and RV internals 
	•	Piping
      and Support Systems 
	•	HVAC 
	 	Welding/ NDE (if needed)
	Electrical/ instrumentation and control,

	•	Electrical Cable Installation Activities 
	•	Electrical Component Installation 
	•	Instrumentation Component 
	Fire protection 
	 	 
	Engineering Design Verification (EDV) inspection
      on the design authority (Korea) —as needed 
	Vendor Inspections 
	*[Redacted]* 
	- Korea / Japan As required 
	- Europe (Germany) As Required 
	- US—As required 


__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

8 




Schedule 3 Lightbridge Hourly Rates 

Lightbridge Corporation will invoice Lloyds Register EMEA at
FANR agree rates *[Redacted]*. FANR rates listed in table below 


	
Grade 	2014 Hourly 
Rate
      (AED) 	2015 Hourly 
Rate
      (AED) 	2016 Hourly 
Rate
      (AED) 	2017 Hourly Rate
      
(AED) 
	Expert Technical Specialist 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Senior Technical Specialist 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Technical Specialist 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Experienced Technical Staff 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Technical Staff 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Entry Level Technical Staff 	 *[Redacted]* 	 *[Redacted]* 	 *[Redacted]* 	 *[Redacted]* 
	Project Management Staff 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 
	Support Staff 	*[Redacted]* 	*[Redacted]* 	*[Redacted]* 	*[Redacted]*




__________________________________________
*
*[Redacted]* indicates confidential information that has been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential information has been submitted separately to the U.S. Securities
and Exchange Commission. 

9 




This document has been executed as a deed and is delivered and
takes effect on the date stated at the beginning of it. 

	Signed as a deed by LLOYD'S 	) 	  
	REGISTER EMEA acting 	) 	  
	by N.D.A.M. Nooren, a director 	) 	/s/
      N.D.A.M. Nooren 22/06/2014 
	in the presence of: 	) 	Director 




	Witness Signature 	 
	 	 
	Witness Name (block capitals) 	 
	 	 
	Witness Address 	 




	Signed as a deed by LIGHTBRIDGE 	) 	  
	CORPORATION acting 	) 	  
	By Seth Grae, a director 	) 	/s/
      Seth Grae 
	in the presence of: 	) 	Director 




	Witness Signature 	/s/
      Jon Johnson 
	 	 
	Witness Name (block capitals) 	Jon
      Johnson 
	 	 
	Witness Address 	1600
      Tysons Blvd Suite 550, McLean VA 22102 USA 



10