Lightbridge Corp.: Exhibit 10.24 - Filed by newsfilecorp.com






Exhibit 10.24

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. 

STRICTLY CONFIDENTIAL 

CONSULTANCY AGREEMENT 

(TECHNICAL SUPPORT SERVICES RELATED TO 

CONSTRUCTION INSPECTION AND OVERSIGHT) 

No. NSD/002/20 14 

DATED: 1 JUNE 2014 

THE FEDERAL AUTHORITY FOR NUCLEAR REGULATION

AN

LLOYD’S REGISTER EMEA

AND

LIGHTBRIDGE CORPORATION 




CONSULTANCY AGREEMENT 

This Consultancy Agreement (this “Agreement”) is made on
1 June 2014 and entered into by and between 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
Caved 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”) and Lloyd’s Register EIVIEA, a corporation
with commercial registration no. CN-I 001482, whose principal office is at Suite
No. 401/A. the Blue Tower. P.O. Box 997, Sheikh Khalifa Street, Abu Dhabi,
United Arab Emirates “LR”) and Lightbridge Corporation, whose principal
office is at 1600 Tysons Boulevard, Suite 550, Tysons Corner, VA 22102 USA,
(“LB”), LR and LB together being the “Consultant” and references
to Consultant in this Agreement includes a reference to each of LR and LB. 

RECITALS 

	A. 	
      FANR is the regulator of nuclear-related activities in
      the United Arab Emirates;

	 	 
	B. 	
      The Consultant is experienced in providing project
      management, construction inspection and oversight services for nuclear
      power plants and related works; and

	 	 
	C. 	
      FANR desires to engage the Consultant to render, and the
      Consultant agrees to render to FANR, certain project management,
      construction inspection and oversight services, in relation to the Barakah
      nuclear power plants in the United Arab Emirates (BNPP), and BNPP-related
      work by the Emirates Nuclear Energy Company (the Licensee), the prime
      contractor (KEPCO), any entities formed by the Licensee for performing
      such work, and subcontractors and vendors, both inside and outside of the
      United Arab Emirates, who are also part of the BNPP program, in accordance
      with the terms and conditions set oat in this
Agreement.



NOW THEREFORE, in consideration of the mutual covenants
and conditions set forth in the recitals above, which are incorporated herein by
reference, the Parties hereby agree as follows: 

	1. 	
      TERMS OF INTERPRETATION



For the purposes of this Agreement,
except to the extent that the context otherwise requires: 

	 	(a) 	
      when a reference is made in this Agreement to a clause or
      Schedule, such reference is to a clause or Schedule to this Agreement,
      unless otherwise indicated;

	 	 	 
	 	(b) 	
      the headings of this Agreement are for reference purposes
      only and do not affect, in any way, the meaning or interpretation of this
      Agreement;

	 	 	 
	 	(c) 	
      the words “hereof”, “herein”, “hereto”, and “hereunder”
      and words of similar import, when used in this Agreement, refer to this
      Agreement as a whole and not to any particular provision of this
      Agreement;



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	 	(d) 	
      whenever the words “include”, “includes” or “including”
      (or similar terms) are used in this Agreement, they are deemed to be
      followed by the words “without limitation”;

	 	 	 
	 	(e) 	
      the words and definitions contained in this Agreement are
      applicable to the singular, as well as the plural, forms of such
    terms;

	 	 	 
	 	(f) 	
      words denoting a gender include the other
  gender;

	 	 	 
	 	(g) 	
      the use of “or” is not intended to be exclusive, unless
      expressly indicated otherwise;

	 	 	 
	 	(h) 	
      words denoting persons shall include individuals, sole
      proprietorships, companies, corporations, partnerships, firms, joint
      ventures, trusts, unincorporated associations, states and governmental
      entities;

	 	 	 
	 	(i) 	
      reference to a person (including to FANR and the
      Consultant) includes reference to the person’s successors, permitted
      transferees and permitted assigns;

	 	 	 
	 	(j) 	
      dates and periods of time referred to in this Agreement
      shall be construed in accordance with the Gregorian calendar;
and

	 	 	 
	 	(k) 	
      FANR and the Consultant shall hereinafter each be
      referred to individually as a “Party” and collectively as the
      “Parties”.




	2. 	
      THE SERVICES




	 	2.1 	
      The Consultant shall provide to FANR the services
      identified in Schedule 1 (the “Services”) and any
      supplementary services as described in clause 14 (the “Supplementary
      Services”) and deliver the deliverables as described in Schedule
      2 (the “Deliverables”) on a work-for-hire basis, in accordance
      with the timeline set Out therein. Where used hereinafter in this
      Agreement, the term Services shall include Supplementary Services (if
      any).

	 	 	
       

	 	2.2 	
      The Consultant shall commit to its obligations nuclei-
      this Agreement the time, attention and skill necessary for the proper
      performance of those obligations,

	 	 	
       

	 	2.3 	
      The Consultant shall not commence performance of any
      Services until the Parties have executed a mutually agreeable Task Order
      with respect to a particular task or subtask constituting part of the
      Services. The form of task order is attached as Schedule 8 (each a
      “Task Order”),

	 	 	
       

	 	2.4 	
      Where this Agreement describes parts of the Services in
      general terms, but not in complete detail, it is understood that the
      Services include any incidental work and/or services that cart reasonably
      be inferred as required and necessary to complete the
  Services.



3 





	 	2.5 	
      Where any Services have been performed prior to the date
      of this Agreement, by or on behalf of the Consultant for FANR, in relation
      to or in connection with any Services described hereunder (the “Prior
      Works”), the Parties agree that, upon the execution of this Agreement,
      this Agreement will:




	 	(a) 	
      retrospectively apply to all Prior Works;

	 	 	 
	 	(b) 	
      supersede and replace any contractual or other
      arrangements between the Parties in relation to the Prior Works;

	 	 	 
	 	(c) 	
      retrospectively apply to any instructions or directions
      given by FANR to the Consultant in relation to or in connection with the
      Prior Works: and

	 	 	 
	 	(d) 	
      take into account any sums paid by FANR to the Consultant
      in relation to or in connection with the Prior
Works.




	3. 	
      TERM AND TERMINATION




	 	3.1 	
      This Agreement shall commence on the date hereof and
      shall continue until 31 December 2017, which period may be extended by
      FANR, at its sole and absolute discretion, for additional periods of one
      (1) year up to a maximum of three (3) additional years by written notice
      to the Consultant no later than one (1) month prior to the then current
      expiration date hereof (the “Term”).

	 	 	
       

	 	3.2 	
      Either Party may terminate this Agreement with immediate
      effect by giving written notice to the other if the other Party is in
      material breach of the terms of this Agreement and, where such breach is
      capable of a remedy, fails to remedy such breach within thirty (30) days
      of receipt of notice of the breach and the steps required to remedy
    it,

	 	 	
       

	 	3.3 	
      FANR may terminate this Agreement with immediate effect
      by giving written notice to the Consultant if the
  Consultant:




	 	(a) 	
      passes a resolution for winding up (other than for the
      purposes of a solvent amalgamation, reconstruction or restructuring) or a
      court makes an order to that effect; or

	 	 	 
	 	(b) 	
      becomes or is declared insolvent or convenes a meeting of
      0r makes or proposes to make any arrangement or composition with its
      creditors; or

	 	 	 
	 	(c) 	
      has a liquidator, receiver, administrator, administrative
      receiver, manager, trustee or similar officer appointed over any of its
      assets; or

	 	 	 
	 	(d) 	
      ceases, or threatens to cease, to carry on its
      business.




	 	3.4 	
      FANR may, upon fourteen (14) days’ written notice to the
      Consultant, terminate this Agreement at any time for its convenience, at
      its absolute and sole discretion. In the event of such termination for
      convenience, FANR shall reimburse the Consultant for all Services performed prior to the elective
date of such termination, plus all pre-approved costs. 



4 





	 	3.5 	
      FANR may terminate this Agreement with immediate effect
      by giving written notice to the Consultant in the event that the
      Consultant has breached its obligations in respect
of:




	 	(a) 	
      confidentiality set out in clause 16:

	 	 	 
	 	(b) 	
      intellectual property set out in clause and/or

	 	 	 
	 	(c) 	
      unlawful inducement and other requirements set out in
      clause 4(n).




	 	3.6 	
      Upon expiration or termination of this Agreement, no
      Party shall have any further liability to the other Party unless otherwise
      specifically stated herein, provided that such expiration or termination
      shall be without prejudice to the accrued rights of any Party as of the
      time of expiration or termination.

	 	 	
       

	 	3.7 	
      Upon expiration or termination of this Agreement, the
      Consultant shall transfer, assign and make available to FANR all property
      and materials of FANR in the Consultant’s possession or subject to the
      Consultant’s control.




	4. 	
      REPRESENTATIONS AND
WARRANTIES



The Consultant represents and warrants
to FANR that: 

	 	(a) 	
      each of LR and LB is a corporation or other entity duly
      organised, validly existing and in good standing under the laws of the
      state, country or jurisdiction of its formation;

	 	 	
       

	 	(b) 	
      it has all requisite corporate or similar power and
      authority, and has Taken all corporate action necessary in order to
      execute, deliver and perform the Services and its obligations under this
      Agreement;

	 	 	
       

	 	(c) 	
      this Agreement is a legal, valid and binding obligation
      of the Consultant enforceable against it in accordance with its terms,
      subject to bankruptcy, insolvency, fraudulent transfer, reorganisation,
      moratorium and similar laws of general applicability relating to or
      affecting creditors’ rights and to general equity principles;

	 	 	
       

	 	(d) 	
      it shall comply with all applicable laws, rules,
      regulations, proclamations and orders, both in the United Arab Emirates
      and in any other relevant jurisdiction, in connection with the provision
      of the Services, including all laws related to obtaining any required
      business or work permits or licenses, the health and safety of its
      employees, immigration, and customs (and the Consultant shall pay the
      costs and expenses of all of the foregoing);



5 






	 	(e) 	
      the execution, delivery and performance of this Agreement
      by the Consultant, and the consummation of the transaction contemplated
      hereby, will not constitute or result in (i) a breach or violation of, or
      a default under its certificate of incorporation, by-laws, or other
      organisational documents; or (ii) a breach or violation of or default
      under, or the acceleration of any of its obligations, or the creation of a
      lien, pledge, security interest or other encumbrance on its assets (with
      or without notice, lapse of time or both) pursuant to any agreement
      binding upon it;

	 	 	
       

	 	(f) 	
      it shall perform the Services with the care, diligence,
      skill and judgement (including good, safe and prudent practice) and
      foresight that would reasonably be expected to be observed by a highly
      skilled and highly experienced international consultant carrying out
      activities the same as or similar to the Services under the same or
      similar circumstances, including with respect to review and inspection of
      the construction of the facilities described in Schedule 1 (and in
      advising FANR whether those facilities are, or will be upon completion of
      construction, fit for their intended purpose);

	 	 	
       

	 	(g) 	
      it shall deliver the Deliverables to FANR free of all
      liens, claims, charges, limitations, restrictions and encumbrances of any
      kind, and ready for exploitation anywhere in the world in perpetuity in
      all respects, and in compliance with the terms and conditions
    hereof;

	 	 	
       

	 	(h) 	
      it shall acquaint itself with and comply with any working
      practices, rules or procedures applicable to others (whether independent
      contractors or employees) at any location where it is performing the
      Services;

	 	 	
       

	 	(i) 	
      it shall maintain safeguards against the destruction,
      loss or alteration of any information created or supplied by FANR or by
      the Consultant in the course of providing the Services;

	 	 	
       

	 	(j) 	
      it shall attend such meetings, video conferences, or
      conference calls to discuss the Services as FANR may request from time to
      time;

	 	 	
       

	 	(k) 	
      it shall keep FANR informed at all times regarding the
      status of the Services and provide such information to FANR as FANR may
      request from time to time;

	 	 	
       

	 	(l) 	
      it shall comply with the instructions of FANR, including
      those of the FANR Project Manager (defined in clause 6.1), relating to the
      Services which may be given from time to time;

	 	 	
       

	 	(m) 	
      it shall keep detailed records, including financial and
      operational records, of all activities undertaken in connection with the
      provision of the Services and shall, at FANR’s request, make them
      available for inspection and/or provide copies thereof to
  FANR;




6 





	 	(n) 	
      it shall not, without the prior written consent of FANR,
      accept or give any commission or gift or other financial benefit or
      inducement or reward from or to any person in relation to the Services and
      shall ensure that personnel, employees and staff (“Personnel”) of
      the Consultant, agents and subcontractors shall not accept or give any
      commission, gift, benefit or inducement, and shall immediately give FANR
      details of any commission, gift, benefit or inducement which may be
      offered to it; and

	 	 	
       

	 	(o) 	
      it shall make available its Personnel listed in
      Schedule 3 to perform the obligations of the Consultant under this
      Agreement, or shall provide for such Personnel replacements of equivalent
      status as may be approved by FANR (any replacement of any member of the
      Personnel without the prior approval of FANR shall be considered a
      material breach of this Agreement).




	5. 	
      PERSONNEL AND STAFF




	 	5.1 	
      The Consultant shall:




	 	(a) 	
      ensure that each member of its Personnel (i) is
      competent, trained and qualified to perform the Services in accordance
      with best industry practice; (ii) holds a valid visa or work permit for
      such times as such member is in the United Arab Emirates; (iii) complies
      with all other immigration, background checking, customs and legal
      requirements of any relevant authorities arising out of their assignment
      hereunder; (iv) complies with all applicable laws in the United Arab
      Emirates, the Emirate of Abu Dha.bi and their home country of residence;
      and (v) complies with the standards for delivery of the Services set out
      herein;

	 	 	
       

	 	(b) 	
      perform a thorough screening of each member of its
      Personnel to be used in the delivery of the Services, including a complete
      background check, criminal record background check and verification of
      eligibility to work;

	 	 	
       

	 	(c) 	
      not provide any member of its Personnel who has a
      criminal record or a criminal case pending, or who is ineligible to work
      in the United Arab Emirates or elsewhere; and

	 	 	
       

	 	(d) 	
      immediately remove and/or replace any member of Personnel
      unsatisfactory to FANR for any reason.




	 	5.2 	
      The Consultant acknowledges and agrees
  that:




	 	(a) 	
      all terms of its Personnel’s employment will be governed
      by their existing agreements with the Consultant;

	 	 	
       

	 	(b) 	
      it is solely responsible for all employer/employee,
      matters related to its Personnel, including all matters related to
      supervision, discipline, payroll, immigration, visa, compensation,
      insurance benefits (including medical insurance, disability insurance and life insurance), pensions,
savings benefits, withholdings, taxes and insurance for work-related injuries;
and 



7 





	 	(c) 	
      neither it nor any of its Personnel, agents or
      subcontractors (approved by FANR in accordance with clause 17.1) shall be
      entitled to participate in any employee benefit or welfare plan, including
      any medical plan, disability plan, life insurance plan, pension plan,
      savings plan or any other plan sponsored by FANR, nor will the Consultant
      or any of its Personnel, agents or subcontractors receive any benefits
      under any such plan.




	 	5.3 	
      During the Term and for a period of twelve (12) months
      thereafter, the Consultant shall not, without the prior written consent of
      FANR, solicit for employment, or offer employment to, or enter into any
      contract for services with, any individual employed or subcontracted by
      FANR (or any individual who was employed or subcontracted by FANR in the
      preceding twelve (12) months, as calculated from the date of such
      solicitation or offer).




	6. 	
      PROJECT MANAGEMENT




	 	6.1 	
      Each Party has appointed or shall appoint a project
      manager (a “Project Manager”) who shall be responsible for the
      coordination of each such Party’s obligations relating to delivery of the
      Services and the Deliverables. The Consultant shall also appoint a single
      point of contact who FANR may contact for matters relating to the
      Services. Such single point of contact may be the Consultant’s Project
      Manager or such other Personnel of the Consultant engaged M the Services.
      For the avoidance of doubt, FANR may communicate at any point during the
      Term with any Personnel of the Consultant engaged in the
  Services.

	 	 	
       

	 	6.2 	
      The Consultant shall perform the Services set out in
      Schedule 1 and deliver the Deliverables described in Schedule 2
      in accordance with the terms and conditions of this
  Agreement.

	 	 	
       

	 	6.3 	
      A Deliverable shall be deemed to have been approved if it
      is endorsed as approved by the Project Manager of each Party. For the
      avoidance of doubt, FANR shall have final approval over the
      Deliverables.

	 	 	
       

	 	6.4 	
      The Consultant shall be subject to the terms and
      conditions of Schedule 7 (the “Key Performance
      Indicators”).




	7. 	
      INTELLECTUAL PROPERTY




	 	7.1 	
      For the purposes of this Agreement, the following
      definitions apply: “Intellectual Property Rights” means (a) copyright,
      patents, know-how, confidential information, database rights, and rights
      in trademarks and designs (whether registered or unregistered) used and/or
      developed by the Consultant in the course of performing its obligations
      under or in relation to this Agreement; (b) applications for registration,
      and the right to apply for registration, for any of
the same; and (c) all other intellectual property rights and
equivalent or similar forms of protection existing anywhere in the world in any
and all media and formats whether now known or hereafter devised; and “IP
Materials” means all documents, software, photographic or graphic works of
any type, and other materials in any medium or format, whether now known or
hereafter devised, which are created by or on behalf of the Consultant in the
course of performing its obligations under this Agreement and which are
protected by or relate to Intellectual Property Rights. 



8 





	 	7.2 	
      For the consideration hereunder, which the Parties
      acknowledge is valuable and adequate consideration, the Consultant hereby
      expressly acknowledges, certifies and agrees that the Deliverables, and
      all of the results and proceeds of the Services of every kind heretofore
      rendered by and hereafter to be rendered by the Consultant hereunder shall
      he deemed a “work-made-for-hire” in favour of FANR in that (a) they are
      prepared within the scope of FANR’s engagement of the Consultant
      hereunder; and/or (b) they constitute works specifically ordered by FANR
      for use as a contribution to a collective work. Accordingly, the
      Consultant further acknowledges, certifies and agrees that FANR is and
      shall be deemed the author and/or exclusive owner of all of the foregoing
      for all purposes and the exclusive owner throughout the universe of all
      the rights of any kind comprised in the IP Materials and Intellectual
      Property Rights and any renewal or extension rights in connection
      therewith and of any and all other rights thereto, and that FANR shall
      have the right to exploit, or to refrain therefrom, any or all of the
      foregoing in any and all media, now known or hereafter devised, throughout
      the universe, in perpetuity, in all configurations and formats, including
      in any audio- visual, audio and/or visual device, as FANR determines at
      its absolute and sole discretion, The Consultant hereby irrevocably and
      unconditionally waives any and all moral and like rights that the
      Consultant has in the Deliverables and the Services and hereby agrees not
      to make any claim against FANR or any party authorized by FANR, to exploit
      the IP Materials and Intellectual Property Rights based on such moral or
      like rights. To the extent that the Consultant may be deemed the “author”
      of either the IP Materials and/or Intellectual Property Rights, the
      Consultant hereby assigns all of the Consultant’s interest, and future
      interest, in and to the IP Materials and Intellectual Property Rights to
      FANR without any further actions or consideration required.

	 	 	
	 	7.3 	
      The Consultant shall, upon request, execute, acknowledge
      and deliver, and/or cause to be executed, acknowledged and delivered, to
      FANR such additional documents as FANR may deem necessary to evidence and
      effectuate FANR’s rights hereunder, and the Consultant hereby grants to
      FANR the right as attorney- in-fact, such right coupled with an interest,
      to execute, acknowledge, deliver and record all such documents evidencing
      FANR’s full and exclusive one hundred percent (100%) undivided interest in
      and to the IP Materials and Intellectual Property Rights. Without
      limitation of anything herein contained, as the author of the IP Materials
      and Intellectual Property Rights, as between the Parties, FANR hereby
      reserves any and all remuneration or income derived from the IP
      Materials and Intellectual Property Rights, any and all to which the
Consultant shall have no claim whatsoever. 



9 





	 	7.4 	
      The Consultant may only use the Intellectual Property
      Rights and IP Materials to perform its obligations under this Agreement,
      and shall not disclose any Intellectual Property Rights or IP Materials to
      any third party without the express prior written consent of
  FANR.

	 	 	
       

	 	7.5 	
      The Consultant shall defend, protect, release, hold
      harmless, indemnify and keep indemnified FANR, as well as its Personnel,
      agents, officers, directors and related parties, from and against any and
      all losses, damages, expenses (including professional advisors and legal
      costs and disbursements on an attorney and client basis) and other
      liabilities incurred in connection with any Claim (as defined below)
      against FANR that the receipt of the Services, or the use of any item
      provided by the Consultant under this Agreement, including the
      Deliverables, infringes any Intellectual Property Right of any
    person.

	 	 	
       

	 	7.6 	
      For the avoidance of doubt, clauses 7.1 to 7.5 shall also
      apply to the Consultant’s subcontractors (approved by FANR in accordance
      with clause 17.1).




	8. 	
      FEES




	 	8.1 	
      In consideration for the due performance of the Services
      (or any part of the Services) during the Term, FANR shall pay to the
      Consultant those fees specified in each Task Order mutually agreed and
      executed between the Parties (collectively, the “Fees”). The fees
      specified in each Task Order shall be calculated based on the schedule of
      rates provided in Schedule 4, The Fees shall be payable in
      accordance with the procedures specified in clause 9.

	 	 	
       

	 	8.2 	
      In addition to the Fees, the Consultant shall be entitled
      to pre-approved expenses as described in Schedule 4 that are
      reasonably and actually incorrect in connection with the provision of the
      Services, subject to providing FANR with appropriate itemized receipts or
      any other evidence of expenditure as FANR may reasonably require. For the
      avoidance of doubt, any expenses with respect to any Services performed by
      subcontractors (as approved by FANR in accordance with clause 17.1) shall
      be identified and the necessary invoices, pre-approved expenses and other
      accompanying evidence shall be attached to such invoice. No expenses
      (including those described in Schedule 4) shall be reimbursed,
      unless they are pre- approved by FANR in writing, All expenses shall be
      payable to the Consultant in accordance with the procedures specified in
      clause 9.

	 	 	
       

	 	8.3 	
      Subject to Schedule 4, the Consultant shall be
      responsible for all other costs, fees, charges, overheads, out-of-pocket
      expenses and other amounts, including;




	 	(a) 	
      all operating risks, expenses, staffing costs, and costs
      of supplying, servicing, maintaining and testing any equipment required
      for the delivery of the Services;



10 





	 	(b) 	
      all training costs in relation to its
Personnel;

	 	 	
       

	 	(c) 	
      all costs arising under or in connection with
      instituting, maintaining and renewing the insurance policy coverage
      detailed in clause 13;

	 	 	
       

	 	(d) 	
      all costs of compliance with the laws of the Emirate of
      Abu Dhabi, and the federal laws of the United Arab Emirates, including
      health and safety, security, labour laws, traffic regulations and
      ordinances;

	 	 	
       

	 	(e) 	
      all taxes, withholdings, customs, duties, fees, levies,
      value-added tax, goods and services tax, sales tax, payroll-related taxes
      and other administrative charges; and

	 	 	
       

	 	(f) 	
      all profits, payroll, salaries, benefits, shift premiums,
      emoluments, national insurance, accommodation, subsistence, disbursements,
      contributions, pension contributions, social security contributions,
      travel costs and other costs, fees and expenses incurred, paid or payable
      by or on behalf of the Consultant, any member of its Personnel, any agent,
      director, officer or subcontractor.




	 	8.4 	
      FANR may review the actual and projected scope of
      Services to ensure that the resources meet FANR’s requirements. If FANR
      determines that more or fewer resources are required, the Parties will
      mutually agree on equitable adjustments to the fees payable hereunder to
      reflect the necessary adjustments.




	9. 	
      BILLING PROCEDURES




	 	9.1 	
      The Consultant shall submit to FANR no more than one (1)
      invoice per calendar month during the Term in respect of the Fees (or
      pro-rated portion of the Fees) identified in any Task Order(s), along with
      any pre-approved expenses incurred during provision of the Services in
      respect of such Task Order(s), provided that the fees with respect to each
      Task Order shall be specifically detailed in such invoice. Invoices for
      travel costs incurred under Schedule 4, section 4.6 may be
      submitted separately.

	 	 	
       

	 	9.2 	
      In support of the Fees (or pro-rated portion of the Fees)
      and the pre-approved expenses, the invoice shall be accompanied by (1) a
      status report (which shall contain such information as requested by FANR)
      in a form approved by FANR, (ii) a timesheet for each member of the
      Consultant’s Personnel and subcontractors (as approved by FANR under
      clause 17.1), and (iii) any other appropriate evidence and information
      that FANR may, at its absolute and sole discretion, require at any time in
      order to verify compliance with the terms of this Agreement. Such
      timesheet may be in electronic format and shall be broken down by hour (in
      whole or in part) for each Task or Subtask as such terms are described in
      a given Task Order and contain any other information that FANR may require
      at its absolute and sole discretion.



11 





	 	9.3 	
      Payment of all undisputed sums on an invoice shall be
      made by FANR within thirty (30) days after receipt by FANR of such invoice
      and other accompanying evidence. The Consultant will maintain complete and
      accurate records of, and supporting documentation for, all amounts
      billable to and payments made by FANR hereunder, in accordance with United
      Arab Emirates generally accepted accounting principles applied on a
      consistent basis, and will retain the records for each invoice for a
      period of six (6) years from the date that such invoice was received by
      FANR.

	 	 	 
	 	9.4 	
      All payments shall be made in United Arab Emirates
      Dirhams (AED) and by bank transfer to the account details shown on the
      invoice.




	10. 	
      RELATIONSHIP BETWEEN THE
PARTIES



Nothing in this Agreement shall be
construed to create a joint venture, partnership or employer/employee
relationship between FANR and the Consultant. This Agreement shall not, in and
of itself, give rise to any authority on the part of the Consultant to
obligate or bind FANR in any way whatsoever, and the Consultant shall not
represent or hold itself out to have such authority. The Consultant shall not
assume any of the other duties or obligations of FANR or any agent of FANR. 

	11. 	
      LIABILITY, INDEMNIFICATION AND AGGREGATE LIABILITY
      LIMIT




	 	11.1 	
      The Consultant shall defend, protect, release, hold
      harmless, indemnify and keep indemnified FANR, as well as its Personnel,
      agents, officers, directors and related parties, from and against any and
      all costs (including attorneys’ fees and other legal costs and expenses),
      fees, expenses (including lost profits), liabilities, losses, damages,
      suits, causes of action, claims or any other proceedings whatsoever
      (collectively, “Claims”) when arising out
of:





	 	(a) 	
      any breach or non-compliance with or non-performance of
      any obligations under this Agreement by the Consultant or any person
      working for or on behalf of the Consultant (including any member of its
      Personnel). including third party Claims and losses or monies due to the
      negligence, dishonesty or fraud of its Personnel;

	 	 	
       

	 	(b) 	
      any wrongful act or negligence by the Consultant or any
      person working for or on behalf of the Consultant (including any member of
      its Personnel);

	 	 	
       

	 	(c) 	
      all injuries to, deaths, accidents, illnesses and damage
      to property of, any person working for or on behalf of the Consultant
      (including any member of its Personnel);

	 	 	
       

	 	(d) 	
      damage to or loss of property of or by any shareholder,
      officer, director or agent of or by any person working for or on behalf of
      the Consultant (including any member of its Personnel) resulting from
      their deliberate act or negligence; and




12 





	 	(e) 	
      all Claims for salaries, wages, taxes, benefit plans and
      programs by the Consultant or by any person working for or on behalf of
      the Consultant (including any member of its
Personnel).




	 	11.2 	
      Neither Party shall be liable for any indirect,
      consequential, special and/or punitive loss arising out of or related to
      this Agreement, provided that nothing in this clause 11.2 is intended to
      prevent, limit or exclude:




	 	(a) 	
      the Consultant’s liability for fraud, wilful misconduct
      or gross negligence, or

	 	 	
       

	 	(b) 	
      any breach by the Consultant of its obligations set out
      in clauses 4(n), 7 or 16.




	 	11.3 	
      The aggregate liability of the Consultant under this
      Agreement for any and all losses, expenses, damages, claims or actions
      (whether based on contract, infringement, negligence, strict liability,
      tort or otherwise), shall in no circumstances exceed the greater of two
      and a half times the aggregate fees paid and payable to the Consultant
      under this Agreement (the “Aggregate Liability Limit”). The
      Aggregate Liability Limit shall not apply to nor be reduced
  by:




	 	(a) 	
      the Consultant’s liability in the case of fraud, wilful
      misconduct or wilful default, or gross negligence;

	 	 	
	 	(b) 	
      any breach by the Consultant of its obligations set out
      in clauses 4(n). 7 or 16;

	 	 	
	 	(c) 	
      any actual or attempted repudiation of this Agreement by
      the Consultant; or

	 	 	
	 	(d) 	
      any costs or expenses which the Consultant is obliged to
      incur or expend in order to carry out and complete the Services in
      accordance with this Agreement.




	 	11.4 	
      LR and LB shall:




	 	(a) 	
      be jointly and severally liable to FANR for the
      performance of the Services;

	 	 	
       

	 	(b) 	
      not alter their respective legal statuses without the
      prior written consent of FANR; and

	 	 	
       

	 	(c) 	
      upon execution of this Agreement, notify FANR in writing
      of the individuals among LR and LB that have the authority to execute this
      Agreement and bind each of their respective
companies.



13 





	12. 	
      WARRANTY; DEFECTS
LIABILITY



The Consultant warrants that the
performance of the Services and each Deliverable to FANR shall be free of
errors, omissions, inconsistencies and discrepancies that would be identifiable
by a highly skilled and highly experienced international consultant with
experience carrying out activities the same as or similar to the Services under
the same or similar circumstances as described herein (a “Defect”), for a
period of three (3) years from the completion of the relevant part of the
Services or such longer term as may be required by applicable law (the
“Warranty Period”). During the Warranty Period, the Consultant shall,
within seven (7) days of receiving FANR’s written notice, submit a corrective
action plan stating the methodology to be employed and the time requirements
necessary to remedy any Defect(s), and in any event, shall remedy such Defect(s)
as expeditiously as possible in accordance with clause 4(f), without any charge
to FANR, within fourteen (14) days of receiving FANR’s notice with respect to
any such Defect(s) (or such longer period as may be approved in writing by
FANR). If the Consultant fails to submit the corrective action plan, or remedy
any Defect(s), within the time periods set forth above, FANR may, at its sole
and absolute discretion, engage a third party to remedy such Defect(s) and the
Consultant shall fully indemnify FANR and be responsible for the costs
associated with remedying such Defect(s). 

	13. 	
      INSURANCE




	 	13.1 	
      Without prejudice to any obligations under this Agreement
      or otherwise at law, each of LR and LB shall maintain, for so long as may
      be necessary to cover the Consultant’s obligations and liabilities under
      or in connection with this Agreement, the insurances specified in
      Schedule 5 for the limits of indemnity stated in Schedule
      5.

	 	 	
       

	 	13.2 	
      The insurances referred to in Schedule 5 shall be with a
      well-established insurance office or reputable underwriter to be approved
      by FANR, shall be endorsed by the insurers to refer to the Services, and
      shall include a waiver of subrogation in favour of FANR (including its
      respective Personnel, agents, officers, directors and related parties).
      Each of LR and LB shall ensure that any other insurance policy taken out
      by or on its behalf in relation to or in connection with this Agreement
      shall include a waiver of subrogation in favour of FANR (including its
      respective Personnel, agents, officers, directors and related
    parties).

	 	 	
       

	 	13.3 	
      Should either LR or LB be in breach of any of its
      obligations under this clause 13, FANR may itself insure against any risk
      with respect to which the default shall have occurred and may deduct a sum
      or sums equivalent to the amount paid or payable in respect of premiums
      from any monies due or to become due to the Consultant under this
      Agreement and/or recover them from the Consultant as a debt due and
      payable.

	 	 	
       

	 	13.4 	
      Without prejudice to the above, each of LR and LB shall
      ensure that the indemnity limits under the insurance policies set out in
      Schedule 5 shall be a minimum requirement and shall not be
      construed in any way as a limit of liability or as constituting acceptance by FANR of responsibility for any
liability in excess of such indemnity limits. 



14 





	 	13.5 	
      The Consultant shall give FANR at least thirty (30) days’
      notice of any cancellation, non-renewal or material change in the
      insurance coverage of any policy under this clause 13. Neither LR nor LB
      shall do or omit to do anything whereby the insurance may be vitiated,
      either in whole or in part.

	 	 	
       

	 	13.6 	
      Within ten (10) days from the date of this Agreement,
      each of LR and LB shall provide FANR with a letter from their respective
      insurance brokers confirming




	 	(a) 	
      that LR or LB (as applicable) has in force the insurance
      referred to in Schedule 5;

	 	 	
       

	 	(b) 	
      the name of the insurers) of LR or LB (as applicable);
      and

	 	 	
       

	 	(c) 	
      numbers and renewal dates of the
  policies.




	14. 	
      SUPPLEMENTARY SERVICES




	 	14.1 	
      The Consultant shall carry out and perform any
      Supplementary Services requested by FANR from time to time in accordance
      with the form set out in Schedule 6 (or any other form of written
      request which FANR may elect to use at its absolute and sole discretion).
      Supplementary Services are any services that:




	 	(a) 	
      are not related to the Services identified in Schedule
      1:

	 	 	
       

	 	(b) 	
      are required other than as a result of any default or
      negligent or wrongful act or omission on the part of the Consultant;
      and

	 	 	
       

	 	(c) 	
      involve additional cost to the
  Consultant.




	 	14.2 	
      If FANR at any time requests the Consultant to perform
      Supplementary Services, the Consultant shall give FANR written notice to
      that effect, together with a written estimate of the cost thereof (taking
      into account any reduction in work or cost which might occur as a result
      of the circumstances giving rise to the Supplementary Services). The
      Consultant shall not be entitled to receive any payment for the
      performance of Supplementary Services, unless it has complied with this
      clause 14.2 prior to the commencement of any such Supplementary
      Services.

	 	 	
	 	14.3 	
      If the Consultant is required to provide Supplementary
      Services, then, unless otherwise agreed between the Parties, FANR may, at
      its absolute and sole discretion, direct that the same be performed by the
      Consultant either: for the amount specified in the Consultant-s written
      estimate given under clause 14.2 or in accordance with the hourly rates
      for personnel set out in Schedule 4, which are inclusive of all
      costs, expenses, disbursements, taxes and duties, administration,
      overheads and profit.



15 





	15. 	
      SUSPENSION OF SERVICES




	 	15.1 	
      FANR may, upon giving five (5) days’ prior written notice
      to the Consultant, require the Consultant to immediately suspend
      performance of the Services and upon receipt of such
  notice:




	 	(a) 	
      the Consultant shall immediately take measures to cease
      performance of the Services by its Personnel, subcontractors and agents:
      and

	 	 	
       

	 	(b) 	
      the Consultant shall exercise best efforts to mitigate
      the Fees, costs and expenses incurred in connection with the suspension of
      the Services.




	 	15.2 	
      FANR may, at any time within ninety (90) calendar days
      after such a suspension of the Services, direct the Consultant to resume
      its performance of the Services in which event the Consultant shall resume
      such performance in accordance with the terms hereof. FANR shall reimburse
      the Consultant for all Services performed prior to the effective date of
      any such suspension, plus all pre-approved expenses.

	 	 	
       

	 	15.3 	
      In the event the Services are suspended by FANR in
      accordance with clause 15.1, FANR shall pay to the Consultant (i) any
      instalment (if any) of the Fees, and (ii) any payment (if any) for
      Supplementary Services (the amount as determined in accordance with clause
      14.3 and Schedule 4, subject always to clause 14.2), due and unpaid
      as at the date of such suspension. The payment procedures set out in
      clause 9 shall apply in respect of such
amounts.




	16. 	
      CONFIDENTIALITY




	 	16.1 	
      It is the Consultant’s duty not to disclose, without
      FANR’s prior written consent, which may be granted by FANR at its absolute
      and sole discretion, any Confidential Information (as defined below) made
      available to the Consultant or any person working for or on the
      Consultant’s behalf (including any member of the Consultant’s Personnel),
      or otherwise obtained by the Consultant (whether prior to or after the
      entry into of this Agreement and including information disclosed in
      contemplation of this Agreement). The Consultant agrees to use the same
      means as it uses to protect its own confidential information, and in any
      event, not less than reasonable means, to prevent disclosure and to
      protect the confidentiality of FANR’s Confidential Information that it has
      been given or otherwise obtained as set out above.

	 	 	
       

	 	16.2 	
      For purposes of this Agreement, “Confidential
      Information” includes:




	 	(a) 	
      information of whatever nature concerning the business,
      finances, assets, liabilities, dealings, transactions, budgets, data,
      plans, customers, vendors, suppliers, contractors, Personnel, processes,
      transactions, know-how, or affairs of FANR;

	 	 	
       

	 	(b) 	
      the nature of the relationship between the Parties,
      inducting the existence of or the contents of this Agreement, and any
      other agreement, document or arrangement contemplated by this Agreement and the fact that
FANR has engaged the Consultant; 



16 





	 	(c) 	
      FANR’s present activities or future plans or actual or
      potential business dealings or trade, product or customer information of a
      similar nature concerning any parent, subsidiary or associated concern of
      FANR; and

	 	 	
       

	 	(d) 	
      any information which is indicated or considered to be
      confidential or sensitive or is imparted by FANR to the Consultant and/or
      any member of its Personnel, its agents and/or subcontractors, in
      circumstances imparting an obligation of confidence and which any Party
      may, from time to nine, receive or obtain (orally or in writing or in disk
      or electronic form) as a result of entering into, or performing its
      obligations pursuant to this Agreement or
otherwise.




	 	16.3 	
      Confidential Information shall not
  include:




	 	(a) 	
      information which is or becomes available to the public
      other than as a result of a disclosure by the Consultant;

	 	 	
       

	 	(b) 	
      information that the Consultant documents in writing
      which was available to the Consultant on a non-confidential basis prior to
      its disclosure; or

	 	 	
       

	 	(c) 	
      information that the Consultant documents in writing was
      available to the Consultant on a non-confidential basis from a source
      other than FANR, provided that such source is not known by the Consultant
      to be subject to any prohibition against transmitting the Confidential
      Information to any third person.




	 	16.4 	
      The Consultant shall not be in breach of its obligations
      under this clause 16 if it discloses Confidential information to comply
      with any court order or subpoena (an “Order”), provided that if the
      Consultant is asked to disclose any Confidential Information to comply
      with an Order, it shall immediately inform the FANR Director General and
      the FANR Project Manager (in writing to the FANR address specified in
      clause 21.2, or such other address as may be notified by FANR to the
      Consultant, and by telephone and secure email), specifying in detail the
      nature of the Order, and must, prior to responding to any Order, work in
      good faith with FANR to prevent such disclosure, and if prevention is not
      possible, to limit the disclosure to the fullest extent permissible and
      ensure that any disclosure is made in general terms to the maximum extent
      possible.

	 	 	
       

	 	16.5 	
      Without the prior written consent of FANR, which may be
      granted or withheld in its absolute and sole discretion, neither the
      Consultant nor the Consultant’s Personnel, agents or subcontractors
      (including its affiliates, officers. directors, representatives,
      shareholders, members and suppliers) shall make any public or private
      commercial use of their relationship to FANR,
including:



17 





	 	(a) 	
      by permitting or authorising the making of any reference
      to this Agreement, the Services, to FANR or any of its business
      operations, marketing and other plans, in any medium now known or
      hereafter devised, including any leaflets, brochures, publications,
      journals, newspapers, sales letters, client lists, press releases,
      brochures, marketing or other literature, other written materials, or in
      any radio or television broadcasts, except as may be necessary for the
      Consultant to perform its obligations under the terms of this Agreement.
      Any request by the Consultant to make any such reference shall be made in
      writing to FANR and shall be accompanied, for any advertising request, by
      a copy of all announcements, photographs and other documentation
      whatsoever and details of the time and medium for advertisement or
      announcement together with such other information or documentation as FANR
      may request;

	 	 	
       

	 	(b) 	
      mentioning the name of FANR in connection with any
      advertising, marketing proposals or solicitations or similar
    materials;

	 	 	
       

	 	(c) 	
      by using or allowing the use of any service marks,
      trademarks or trade names or other intellectual property’ now or which may
      hereafter be associated with, owned by or licensed by FANR; or

	 	 	
       

	 	(d) 	
      by contracting with or receiving money or anything of
      value from any person or commercial entity to facilitate such person or
      entity obtaining any type of commercial identification, advertising or
      visibility in connection with the Services.




	 	16.6 	
      The Consultant shall have no right to grant commercial
      identification rights of any kind or description with respect to this
      Agreement, FANR or any supplier of goods or services or to any
      subcontractor, without the express prior written consent of FANR, which
      may be granted or withheld at its absolute and sole
  discretion.




	17. 	
      ASSIGNMENT




	 	17.1 	
      The Consultant may not assign, sub-license, transfer,
      create a charge over or otherwise dispose or delegate any of its rights or
      subcontract, transfer or otherwise dispose of any of its obligations under
      this Agreement without the prior written consent of FANR, such consent not
      to be unreasonably withheld or delayed. If the Consultant appoints an
      agent, subcontractor or other person to perform any of the Services, it
      shall warrant that such person shall comply with the terms of this
      Agreement, has adequate insurance to cover any and all Services performed
      under this Agreement and is fully experienced and properly qualified.
      equipped, organised and financed to undertake the work concerned. Further,
      if the Consultant subcontracts any of the obligations or Services it has
      contracted to provide, it shall remain liable to FANR for the performance
      of all the obligations and Services so contracted. In addition, the Consultant will
actively supervise its subcontractors and agents. 



18 





	 	17.2 	
      Nothing in this Agreement shall prevent or restrict FANR
      from assigning, sub- licensing, transferring, novating, creating a charge
      over or otherwise disposing of any of its rights or from subcontracting,
      transferring or otherwise disposing of any of its obligations under this
      Agreement to any party, provided that FANR gives notice regarding the
      foregoing to the Consultant.

	 	 	
       

	 	17.3 	
      If the Consultant appoints an agent, subcontractor or
      other person, pursuant to clause 17.1 above, to perform any of the
      Services, it shall warrant that such person shall comply with the terms of
      this Agreement, has adequate insurance to cover any and all Services
      performed under this Agreement and is fully experienced and properly
      qualified, equipped; organised and financed to undertake the work
      concerned, Further, if the Consultant subcontracts any of the obligations
      or Services it has contracted to provide, it shall remain liable to FANR
      for the performance of all the obligations and Services so contracted. In
      addition, the Consultant will actively supervise its subcontractors and
      agents.




	18. 	
      AMENDMENT



No amendment, modification, supplement,
deletion or waiver of any rights hereunder shall be effective, unless it is in
writing signed by or on behalf of each of the Parties. 

	19. 	
      FORCE MAJEURE



Neither Party shall be liable to the
other Party for any delay or non-performance of its obligations under this
Agreement arising from any cause beyond a Party’s reasonable control, including
any of the following: act of God, governmental act, war, fire, flood, explosion,
or civil commotion. Subject to the affected Party promptly notifying the other
Party in writing of the cause of the delay or non-performance and the likely
duration of such delay or non-performance, and provided that the affected Party
uses its reasonable endeavours to limit the effect of that delay or
non-performance on the other Party, the performance of the affected Party’s
obligations, to the extent affected by the cause, shall be suspended during the
period that the cause persists. If performance is not resumed within thirty (30)
clays after that notice, the other Party may terminate this Agreement
immediately by written notice to the affected Party. 

	20. 	
      SURVIVING OBLIGATIONS



Notwithstanding the expiration or
termination of this Agreement, the obligations of the Parties as set out in
clauses 3.4, 3.7, 4, 5.2, 5.3, 7, 9-14, 16 and 18-31 shall survive any such
expiration or termination. 

	21. 	
      NOTICES




	 	21.1 	
      Any notice, invoice or other communication which either
      Party is required by this Agreement to serve on the other Party shall be
      sufficiently served if sent to the other Party at its specified address in clause 21.2 or such
other address as is notified to the other Party in writing as follows: (a) by
hand; (b) by registered courier or recorded delivery; or (c) by facsimile
transmission confirmed by registered post or recorded delivery. 



19 





	 	21.2 	
      Any notice, invoice or other communication required to he
      served under clause 21.1 should be sent to the following specified
      addresses:




	 	 	If to The Federal Authority for Nuclear
      Regulation: 
	 	 	  
	 	 	Crescent Tower, Mezzanine Floor 
	 	 	Sheikh Zayed First Street, Khalidiya 
	 	 	P.O. Box 112021 
	 	 	Abu Dhabi, United Arab Emirates 
	 	 	Fax: +971 2 651 6661 
	 	 	Attention: Faisal Al Ketbi 
	 	 	  
	 	 	If to Consultant: 
	 	 	  
	 	 	Lloyd’s Register EMEA 
	 	 	Suite No. 401/A, The Blue Tower 
	 	 	P.O. Box : 997, 
	 	 	Sheikh Khalifa Street, 
	 	 	Abu Dhabi, United Arab Emirates 
	 	 	Fax: +971 2 627 1773 
	 	 	Attention: Susan Steyn 



	 	21.3 	
      Notices sent by registered post or recorded delivery
      shall be deemed to be served three (3) Working Days following the day of
      posting, Notices sent by facsimile transmission shall be deemed to be
      served on the day of transmission if transmitted before 4:00 p.m. (United
      Arab Emirates time) on a Working Day, but otherwise on the next following
      Working Day. In all other cases, notices are deemed to be served on the
      day when they are actually received. “Working Days” shall mean
      business days on which companies and banks are open in the Emirate of Abu
      Dhabi.




	22. 	
      LANGUAGE



Any document provided in connection
with this Agreement must be (a) in English; or (b) accompanied by a
certified English translation unless the Parties otherwise agree. In this case,
the English translation prevails unless the document is a statutory or other
official document. 

	23. 	
      WAIVER



The rights of each Party hereunder (a)
may be exercised as often as necessary; (b) are cumulative and not exclusive of
rights or remedies provided by law; and (c) may be waived only in writing and specifically. A Party’s delay in the
exercise or non-exercise of any right is not a waiver of such right. 

20 





	24. 	
      FURTHER ASSURANCE



Each Party undertakes to sign all
documents and to do all other acts, which may be necessary to give full
effect to this Agreement, 

	25. 	
      COSTS



Each Party shall pay the costs and
expenses incurred by it in connection with the entering into of this Agreement.


	26. 	
      THIRD PARTY RIGHTS



Except as explicitly provided herein,
no person or entity of any nature may enforce any of the terms, provisions or
rights under this Agreement or shall have any third party rights of any kind.


	27. 	
      ENTIRE UNDERSTANDING



This Agreement constitutes the entire
agreement of the Parties in relation to its subject matter, and any and all
prior agreements, understandings, and representations are terminated and
cancelled and are of no further force and effect. 

	28. 	
      SEVERANCE



If, at any time, any part of tins
Agreement is held to be or becomes void or otherwise unenforceable for any
reason under any applicable law, the same shall be deemed omitted from this
Agreement, and the validity and/or enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired as a result of that
omission. 

	29. 	
      SET-OFF AND COUNTERCLAIM



FANR shall have the right to deduct
from any monies due or which may become due to the Consultant, any monies or
sums recoverable from the Consultant by FANR in respect of any Claim whatsoever.


	30. 	
      GOVERNING LAW



This Agreement shall be governed by and
construed, performed and enforced in all respects in accordance with the laws of
the Emirate of Aim Dhabi, United Arab Emirates, and the federal laws of the
United Arab Emirates, without giving effect to the principles of conflicts of
laws or choice of law provisions thereof 

21 





	31. 	
      DISPUTE RESOLUTION




	 	31.1 	
      The Parties agree to seek to resolve any dispute,
      controversy or claim arising out of or in connection with this Agreement,
      including any question regarding its existence, validity or termination (a
      “Dispute”), by mutual consultation. If a Party is unable
      to settle a Dispute through mutual consultation within thirty (30) days
      after the date of the other Party’s initial written referral to mutual
      consultation, either Party may refer the Dispute to arbitration in
      accordance with clause 31.2.

	 	 	
	 	31.2 	
      If the Parties fail to resolve any Dispute by mutual
      consultation or amicable settlement in accordance with clause 31.1, then
      either Party may give to the other Party a notice that the Dispute
      continues to exist, specifying its nature, the point(s) at issue and its
      intention to refer the Dispute to binding arbitration. If the Parties fail
      to resolve such Dispute by further consultation within a period of thirty
      (30) clays from the date upon which such notice of Dispute has been given,
      the Dispute shall (on the basis that a Party wishes to pursue the Dispute)
      be referred to arbitration under the Abu Dhabi Commercial Conciliation and
      Arbitration Centre’s Procedural Regulations (the “Regulations”)
      (which Regulations are deemed incorporated by reference in this clause
      31.2). The following shall apply in respect of any such
  arbitration:




	 	(a) 	
      the tribunal shall consist of one (1) arbitrator, who
      shall be nominated and summoned up in accordance with the Regulations. The
      arbitrator shall have the authority to grant all forms of relief and
      remedies related to this Agreement, including equitable relief;

	 	 	
       

	 	(b) 	
      the venue for such arbitration shall be Abu Dhabi, United
      Arab Emirates, and the Parties hereby irrevocably consent to such forum
      and waive any claims to alternative venues on the grounds of forum non
      conveniens or otherwise:

	 	 	
       

	 	(c) 	
      the language used in the arbitration, including the
      language of the proceedings, the language of the decision, and the reasons
      supporting it, shall be English; and

	 	 	
       

	 	(d) 	
      an arbitration award rendered hereto binds each Party
      Judgment upon an arbitration award rendered may be entered in any court in
      the United Arab Emirates having jurisdiction or application may be made to
      such court for- judicial acceptance of the award or an order of
      enforcement, as the case may be. Without limiting the foregoing, each
      Party irrevocably agrees to submit to the jurisdiction of the courts of
      the Emirate of Abu Dhabi with respect to the enforcement of any
      arbitration award or order.




	 	31.3 	
      The Parties agree that, if a Dispute which is, or is to
      be referred to arbitration in accordance with this clause
  31:




	 	(a) 	
      raises issues which are substantially the same as, or are
      connected with, issues raised in a dispute arising out of this Agreement
      or any agreement(s) related thereto, and which has already been
referred to arbitration (a “Related Dispute”); or 



22 





	 	(b) 	
      arises out of substantially the same facts as are the
      subject of a Related Dispute, then, to the extent possible, the tribunal
      appointed, or to be appointed in respect of the Related Dispute, shall
      also become the tribunal in respect of the dispute. Such tribunal shall
      have the power to make all necessary directions as to the determination of
      the dispute as it may consider appropriate.




	 	31.4 	
      Notwithstanding any Dispute between the Parties
      (including any reference to an arbitration under this Agreement), the
      Parties shall continue to perform their respective obligations under this
      Agreement, unless the Parties agree otherwise in
writing.




	32. 	
      CONFLICTS




	 	32.1 	
      The Consultant warrants that:




	 	(a) 	
      it shall immediately disclose to FANR any conflict of
      interest which arises in relation to the provision of the Services as a
      result of any present or future appointment, employment or other interest
      of the Consultant (in the United Arab Emirates or elsewhere);

	 	 	
       

	 	(b) 	
      when requested by FANR, oblige each member of its
      Personnel to promptly sign a confidentiality undertaking in the form
      provided to it by FANR;

	 	 	
       

	 	(c) 	
      the Consultant’s Personnel, advisors and consultants who
      support FANR (the “FANR Team”) will not work in support
      of the Emirates Nuclear Energy Corporation (“ENEC”) and
      vice-versa:

	 	 	
       

	 	(d) 	
      the FANR Team will not perform work for ENEC contractors
      or subcontractors

	 	 	
       

	 	(e) 	
      it has a policy in effect to ensure that work performed
      in support of FANR will not be shared with or communicated in any way to
      the Consultant’s Personnel, advisors and consultants supporting .ENEC (the
      “ENEC Team”) and the Consultant shall ensure that this
      information is protected from disclosure and at all times act in
      accordance with clause 4(1).-, and

	 	 	
       

	 	(f) 	
      decisions about the scope, content, and technical
      adequacy of work performed for FANR will be independent and not influenced
      by the ENEC Team.




	 	32.2 	
      Exceptions to the warranties in clause 32.1 shall only be
      mad with the poor written consent of FANR.



23 





	33. 	
      COUNTERPARTS



This Agreement may be signed in any
number of counterparts, and each Party may sign one or more counterpart. The
counterparts shall together form and be construed as one and the same document.


[Signature Page Follows] 

24 




IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and year first above written. 

For and on behalf of: The Federal Authority for Nuclear
Regulation 


	By: 	/s/ Ahmed Mubarak Al Mazrouei 
	  	Name: 	Dr. Ahmed Mubarak Al Mazrouei 
	  	Title: 	Chairman of the Board of Management
  



For and on behalf of: Lloyd’s Register EMEA 


	By: 	/s/ Nicolaas Jacobus Nooren 
	  	Name: 	Nicolaas Jacobus Nooren 
	  	Title: 	Area Energy Manager 
	  	  	  
	  	  	(an authorized signatory of Lloyd’s Register
      EMEA) 



For and on behalf of: Lightbridge Corporation 


	By: 	/s/ Seth Grae 
	  	Name: 	Seth Grae 
	  	Title: 	President and Chief Executive Officer
  



[Signature Page - Consultancy Agreement] 




SCHEDULE 1 
THE SERVICES 

	A. 	
      The Consultant shall provide certain Services, in
      accordance with applicable FANR Regulations, Regulatory Guides, Review
      Procedures and instructions, as agreed by FANR in writing and set out in a
      Task Order, which include the following:




	 	1. 	
      Work Package I Inspection Programme Management
    Support




	 	a. 	
      Preparation and maintenance of an annual inspection plan
      to meet the overall objectives based on performance based, risk-informed
      sampling of the Licensee’s activities;

	 	 	 
	 	b. 	
      Preparation of detailed plans for each inspection based
      on FANR procedures;

	 	 	 
	 	c. 	
      Development and coordination of resource plans and
      schedules;

	 	 	 
	 	d. 	
      Monitoring plans and the execution of
schedules;

	 	 	 
	 	e. 	
      Specification, development and maintenance of FANR
      inspection database (e.g. tracking inspection findings and the Licensee
      reports); and

	 	 	 
	 	f. 	
      Document and records management.



The Consultant shall support FANR in
the management of the construction inspection program with regard to developing
and maintaining plans, coordination of resources, and management of the
implementation of the program. 

Inspections to be planned include
routine inspections, team inspections, reactive inspections, special
inspections, and vendor inspections, as defined in FANR Generic Inspection
Guideline FANR-NSD-GDL-00001-2011. 

The Consultant shall develop annual
inspection plans for FANR approval in accordance with the framework specified by
FANR. Plans are to be developed by considering a risk-informed performance based
approach. These plans will be subject to ongoing revision as construction
progresses and Licensee performance results necessitate. A tool such as
Microsoft Project Management or similar, as agreed by the Parties, is to be used
by the Consultant for planning, scheduling, and tracking. 

Such inspection plans will include the
purpose and scope of the inspection, the items to be inspected, number and type
of inspection Personnel (by discipline), identification of specialized
engineering support, if necessary, identification of documents to be requested
to perform inspections, and number of estimated hours to complete the
inspection. 

The Consultant shall support FANR in
developing and maintaining an inspection records management system that will
include the necessary data security protocols and identification of the information needed to manage and control
documents and records of the construction inspection program. 

Schedule 1-1 





	 	2. 	
      Work Package 2— Inspection
Support



The Consultant shall support FANR in executing inspections
planned under Work Package 1, by preparing the inspection notifications, making
any necessary preparations for inspections, coordinating inspection logistics,
drafting the inspection reports, and providing trained anti qualified Personnel
to assist in execution of inspections. 

The Consultant shall provide qualified Personnel in disciplines
including, but not limited to, nuclear, mechanical, civil, geotechnical,
instrumentation and control, fire protection and quality assurance to support
the FANR inspections in the following areas: 

	 	a. 	
      Design verification inspections;

	 	b. 	
      Management system/quality assurance
inspections;

	 	c. 	
      Vendor inspections; and

	 	d. 	
      Site construction, installation and commissioning
      inspections.



The personnel assigned by the Consultant to support inspections
shall be familiar with FANR Regulations, Regulatory Guides, Procedures and
Instructions prior to field inspection, Personnel are to possess necessary
skills to perform the specific type of inspection they are assign to,
observation, and interview techniques, inspector conduct, safety culture
awareness, and handling of allegations. 

FANR shall retain responsibility for the conduct of
inspections. The Services shall be completed in accordance with FANR’s
Regulations, Procedures, Instructions and Task Orders issued in accordance with
this Agreement. 

Schedule 1-2 




SCHEDULE 2 

THE DELIVERABLES 


	A. 	Inspection programme management support
    
	1. 	Annual inspection plan 
	2. 	Quarterly site inspection plans 
	3. 	Propose detailed inspection methodology for
      each inspection area 
	4. 	Methodology for inspection plans adjustment
  
	5. 	Update inspection plans reflecting SER/RAIs and
      vendors/suppliers information, and construction schedule updates 
	6. 	Report on current rise of resources 
	7. 	Proposal for resources adjustment 
	8. 	Proposal and description of tracking data bases
      and implementation process 
	9. 	Description of document control mechanism

	10. 	Records 
	11. 	Progress report updates as required:
      monthly/quarterly/six months/annual 
	B. 	Provision of qualified Personnel in
      disciplines including nuclear, mechanical, civil, geotechnical,
      instrumentation and control, tire protection, and quality assurance to
      support the FANR inspections 
	1. 	Preparation of draft inspection notifications
    
	2. 	Resources to support inspections as needed
  
	3. 	Coordination of contractor logistics for
      assigned inspections 
	4. 	Draft of inspection reports and documentation,
      as assigned , 
	5. 	Review and continent on Licensee response to
      inspection reports 
	6. 	Follow up verifications of corrective actions
      from previous inspections, as assigned 
	7. 	Follow-up on Licensee reported events, as
      assigned 
	8. 	Progress report updates as required:
      monthly/quarterly/six months 



The Deliverables set out in this Schedule 2 are
indicative only and are subject to modification as provided in any Task Order or
agreement for Supplementary Services. Additionally, the schedule for completion
of the Deliverables shall he set forth in each Task Order. 

Schedule 2-1




SCHEDULE 3 
PERSONNEL 


	Expert Technical Specialists 
	Personnel 	Company 	Grade 
	*[Redacted]* 	Lloyds (LR) 	Expert Technical Specialist 
	*[Redacted]* 	Lightbridge (LB) 	Expert Technical Specialist 
	*[Redacted]* 	LR - Korea 	Expert Technical Specialist 
	*[Redacted]* 	LR - London 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist 
	*[Redacted]* 	LB 	Expert Technical Specialist






	Senior Technical Specialists 
	Personnel 	Company 	Grade 
	*[Redacted]* 	LR - London 	Senior Technical Specialist 
	*[Redacted]* 	LR - Sweden 	Senior Technical Specialist 
	*[Redacted]* 	LR - UAE 	Senior Technical Specialist 
	*[Redacted]* 	LR -- London 	Senior Technical Specialist 
	*[Redacted]* 	LR - London 	Senior Technical Specialist 
	*[Redacted]* 	LE - Korea 	Senior Technical Specialist 
	*[Redacted]* 	LB 	Senior Technical Specialist 
	*[Redacted]* 	LB 	Senior Technical Specialist 
	*[Redacted]* 	LB 	Senior Technical Specialist 
	*[Redacted]* 	LB 	Senior Technical Specialist 
	*[Redacted]* 	LR sub- contractor - London 	Senior Technical Specialist 
	*[Redacted]* 	LR sub-contractor -- UAE 	Senior Technical Specialist






	Technical Specialists 
	Personnel 	Company 	Grade 
	*[Redacted]* 	LB 	Technical Specialist 
	*[Redacted]* 	LR 	Technical Specialist 
	*[Redacted]* 	LR - UAE 	Technical Specialist 



________________________________
*
*[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. 

Schedule 3-1 






	Experienced Technical Staff 
	Personnel 	Company 	Grade 
	*[Redacted]* 	LR - UAE 	Experienced Technical Staff 
	*[Redacted]* 	LR - Sweden 	Experienced Technical Staff






	Technical Staff 
	   Personnel 	Company 	Grade 
	*[Redacted]* 	LR — UAE 	Technical Staff 
	*[Redacted]* 	LR — UAE 	Technical Staff 
	*[Redacted]* 	LR — London 	Technical Staff 
	*[Redacted]* 	LR.— London 	Technical Staff 
	*[Redacted]* 	LR — London 	Technical Staff 
	*[Redacted]* 	LR — Germany’ 	Technical Staff 
	*[Redacted]* 	LR — Germany 	Technical Staff 
	*[Redacted]* 	LR — Korea 	Technical Staff 





	Entry Level Technical Staff 
	   Personnel 	Company 	Grade 
	  	  	Entry Level Technical Staff 
	  	  	Entry Level Technical Staff






	Project Management Staff 
	   Personnel 	Company 	Grade 
	*[Redacted]* 	LR 	Project Management Staff 
	*[Redacted]* 	LR 	Project Management Staff






	Support Staff 
	   Personnel 	Company 	Grade 
	*[Redacted]* 	LR UAE 	Support Staff 



Notes: 

	1. 	
      Substitution of Personnel will be handled in accordance
      with clause 4(o) of the Agreement.

	2. 	
      Personnel may be added from time to time upon prior
      written approval of FANR.



________________________________
*
*[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. 

Schedule 3-2 




SCHEDULE 4 
SCHEDULE OF RATES 

	4.1 	
      Rates



All Work Packages and Optional Services 


	
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]*




Hourly rates for performance of the Services are based on an
*[Redacted]* hour working day. Invoices sent to FANR shall break down
each partial hour worked into 1/10 of an hour increments based on the time
actually spent in performing the Services. 

	4.2 	
      Performance of the Services in
  Flight



For all flights to and from Abu Dhabi pre-approved by FANR in
writing,, each of the Consultant’s Personnel on such flights shall be entitled
to bill (at the applicable hourly rates provided in the tables above) for the
actual time spent performing the Services on such flights, provided that such
Personnel shall be entitled to bill for a minimum of *[Redacted]* hours
on such flights regardless of the number of actual hours worked on the flights.
As an example, if the Consultant’s Personnel perform the Services for
*[Redacted]* hours during a flight, such Personnel shall be entitled to
bill FANR for *[Redacted]* hours (not *[Redacted]* hours).
However, if the Consultant’s Personnel actually perform the Services for greater
than *[Redacted]* hours on any such flight, such Personnel shall be
entitled to bill for the actual time spent performing the Services. 

	4.3 	
      Fee Caps



The Task Order process shall be used in accordance with clauses
2.3 and 8.1 and Schedule 8 of the Agreement to determine the budget and
applicable fee associated with each Task Order. No Services shall proceed
without a mutually agreed and executed Task Order. The fee caps for each of the Work Packages performed under the Agreement are
indicated in the table below (the “Fee Caps”). 

________________________________
*
*[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. 

Schedule 4-1 






	Work Package 	Amount (AED) 
	1 	*[Redacted]* 
	2 	*[Redacted]* 
	Total 	*[Redacted]*




The Fee Caps constitute a ceiling that shall not,
without the prior written consent of FANR, be exceeded (excluding pre-approved
travel costs, per diems and other pre-approved expenses, but inclusive of any
discounts). 

FANR may only authorize increases to the Fee Caps (1) as
mutually agreed via negotiated budgets, or (2) based on the performance of
Supplementary Services. 

Further, as noted in clause 8.4 of the Agreement, FANR may
review the actual and projected scope of Services to be performed under the
Agreement to ensure that the resources meet FANR’s requirements. If FANR
determines that more or fewer resources are required, the Parties will mutually
agree on equitable adjustments to the Fees payable hereunder to reflect the
necessary adjustments. For the avoidance of doubt; if any such, equitable
adjustment is agreed between the Parties, the Fee Caps set forth above in this
Schedule 4 shall he subject to corresponding equitable adjustment. 

	4.4  	
      Other Travel Costs 



FANR shall have the option, for all of
the Consultant’s travel pre approved by FANR in writing and related to this
Agreement, to make arrangements for, and pay the cost associated with the
Consultant’s airfare and hotel accommodations directly to the airlines and
hotels on behalf of the Consultant. All travel pre-approved by FANR in writing
will be conducted using business class airfare for all flights greater than six
(6) hours on a reasonably direct route without an excessive number of stops;
otherwise economy class airfare will be used Hotel accommodations will be
selected in accordance with FANR’s policies and located within reasonable
proximity to the locations where the Consultant shall be providing the Services
to FANR. 

If FANR books airfare or hotels on behalf of the Consultant and
any of the Consultant’s Personnel cancel their travel (which includes cancelling
or changing flights and/or routes) or otherwise do not travel (each being a
“Cancellation”) due to reasons not directed by FANR, the Consultant shall
give FANR as much advance notice as possible in respect of any such Cancellation and if: (i) such notice is provided less than five
(5) days prior to the applicable travel date (or arrival date at hotel); and
(ii) cancellation fees or charges are levied against FANR, then, at FANR’s
option, either the Consultant shall promptly reimburse FANR in respect of all
such cancellation fees or charges or FANR shall set off all such fees or charges
against any payments to be made by FANR to the Consultant under this Agreement.
FANR (at its absolute discretion) may give reasonable consideration to waiving
the cancellation fees resulting from personal emergencies, illness, airline
connecting flight delays, or any other event that is clearly beyond the control
of the Consultant’s Personnel, provided that the Consultant sends FANR a
justification letter (not an email) explaining why FANR should consider waiving
such fees. 

________________________________
*
*[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. 

Schedule 4-2 




If the Consultant makes its own travel arrangements, FANR shall
reimburse the reasonable cost of airfares and other travel related expenses only
if the Consultant receives the prior written approval of FANR prior to incurring
such costs and expenses. Subject to the paragraph below in respect of Per Diem
(hereinafter defined), all airfare and hotel costs and expenses shall be
reimbursed at actual cost with no additional mark-ups, administrative lees
and/or other costs, fees or expenses. The Consultant shall use all reasonable
efforts to secure the lowest reasonable airfares for winch it seeks
reimbursement under this Agreement using business class airfare,: on
a reasonably direct route without an excessive number of stops. FANR will
respond to any Consultant request for making its own travel arrangements within
five (5) business days of receipt of the request. 

While (a) in the UAE, or (b) in transit to the UAE from North
America or the USA requiring overnight travel exceeding seven hours, or (c) in
transit from the UAE to North America or to the USA requiring overnight travel
exceeding seven hours (in connection with the performance of the Services), each
member of the Consultant’s Personnel performing the Services shall be entitled
to a AED *[Redacted]* allowance (the “Per Diem”). The Per Diem
covers all of such Personnel’s accommodation, meals, local ground transportation
and other non airfare-related costs incurred with respect to travel pre-approved
by FANR. If FANR makes arrangements for, and pays such Personnel’s hotel costs,
then such hotel costs shall be deducted from the Per Diem payable to the
Consultant’s Personnel, provided that the Per Diem payable to the Consultant’s
Personnel shall not be less than AED *[Redacted]*. (As an example, if
FANR books a hotel room for the Consultant’s Personnel at a rate of AED
*[Redacted]* per night, then subject to this Schedule 4, the Per
Diem payable by FANR for such Personnel for such day shall be AED
*[Redacted]*. However, if FANR books a hotel room for the Consultant’s
Personnel, at a rate of AED *[Redacted]* per night, then subject to this
Schedule 4, the Per Diem payable by FANR for such Personnel for such clay
shall be AED *[Redacted]*). Unless otherwise approved by FANR in writing,
FANR shall not reimburse the Consultant for meals, ground transportation or
other daily non-airfare costs and expenses in excess of the Per Diem. No other
costs or expenses incurred by the Consultant will be reimbursed or paid by FANR
unless such costs and/or expenses are pre-approved by FANR in writing. 

The Per Diem allowance may be increased by FANR in accordance
with its ISO Per Diem Policy. 

________________________________
*
*[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. 

Schedule 4-3 




All pre-approved travel expenses, including airfare, the Per
Diems or any other approved costs incurred by the Consultant shall be billed to
FANR in accordance with the payment mechanisms provided in this Schedule
4. To facilitate timely and accurate invoicing, FANR shah provide the
Consultant with information pertaining to the Consultant Personnel’s hotel costs
(for deduction from Consultant’s invoice) within five (5) calendar days after
completion of the return travel. 

	4.5 	
      Payment



Payments shall be made in accordance with clause 9 and shall be
remitted to the following address: 

	Lloyd’s Register EMEA 
	Suite No. 401/A, The Blue Tower 
	P.O. Box 997, 
	Sheikh Khalifa Street, 
	Abu Dhabi, United Arab Emirates 
	Fax: +971 2 627 1773 
	Attention: Accounts Receivable 


Schedule 4-4 




SCHEDULE 5 
THE INSURANCES 

PART A — LR INSURANCES 

	Insurance Coverage 	Indemnity Limits 
	 	 
	
    Workmen’s Compensation
      (including Employer’s Liability) covering the Personnel of
      LR for all compensation and other benefits required by the Workmen’s
      Compensation or similar statutory insurance laws of any nation or
      governmental authority thereof anywhere in the world to which Services are
      subject, in respect of liability for bodily injury by accident or disease,
      including death resulting therefrom, sustained by any Personnel of the
      Consultant arising out of and in the course of employment. 
	
    The limit of liability under the Employer’s Liability Section of
      such insurance coverage shall he the greater of the requirements of
      applicable laws and: 

	
    - 
	
    US$100,000 per disease (up to a policy limit of US$500,000 for
      diseases); and 

	
    
	
    -
	
    US$100,000 per accident  

	
    Motor Vehicle Third Party and Passenger Liability
      Insurance in respect of death of or injury to persons and/or loss of
      or damage to property in respect of motor vehicles used in connection with
      the performance of the Services. 
	
    The limit of liability of such insurance
      coverage shall be the greater of US$1,000,000 per any one occurrence and
      the requirements of applicable laws. 

	
    Public Liability Insurance against any
      property damage or destruction or loss of use and/or any death, illness,
      disease or personal injury, physical or mental, of a third party caused
      by, arising out of or in any way connected with the performance of the
      Services. 
	
    The limit of liability of such insurance coverage shall not be
      less than: 

	
    - 
	
    US$1,000,000 per occurrence 

	
    
	
    -
	
    US$10,000 medical expenses per any one
person  

	
    
	
    -
	
    US$1,000,000 per Occurrence for personal or advanced
      injury  

	
    
	
    -
	
    US$2,000,000 general aggregate  

	
    
	
    
	
    US$2,000,000 for products (Completed Operations/Product
      Liability Aureole)   

	
    All Risks Insurance in respect of any property of LR
      (including its respective shareholders, Personnel, officers, directors and
      agents, and its Subcontractors including their respective shareholders,
      Personnel, officers, directors and agents), whether owned, hired or
      leased, including loss of use thereof, arising out of or in connection
      with the performance of the Services. 
	
    Shall be the greater of the requirements
      of applicable laws and US$167,000 per occurrence. 

	
    Professional Indemnity Insurance in respect of Liability
      arising out of any alleged or actual negligent act, negligent error or
      negligent omission committed by LR in the course of performance of the
      Services 
	
    The limit of liability of such insurance
      coverage shall not be less than GBP 2,000,000 per any one claim,
  



Schedule 5-1 




PART B — LB INSURANCES 

	Insurance Coverage 	Indemnity Limits 
	 	 
	
    Workmen’s Compensation (including
      Employer’s Liability) covering the Personnel of LB for all
      compensation and other benefits required by the Workmen’s Compensation or
      similar statutory insurance laws of any nation or governmental authority
      thereof anywhere in the world to which Services are subject, in respect of
      liability for bodily injury by accident or disease, including death
      resulting therefrom, sustained by any Personnel of the Consultant arising
      out of and in the course of employment. 
	
    The limit of liability under the Employer’s Liability Section of
      such insurance coverage shall be the greater of the requirements of
      applicable laws and: 

	
    - 
	
    US$100,000 per disease (up to a policy limit of US$500,000 for
      diseases); and 

	
    - 
	
    US$100,000 per accident  

	
    Motor Vehicle Third Party and Passenger Liability
      Insurance in respect of death of or injury to persons and/or loss of
      or damage to property in respect of motor vehicles used in connection with
      the performance of the Services. 
	
    The limit of liability of such insurance
      coverage shall be the greater of US$1,000,000 per any one occurrence and
      the requirements of applicable laws. 

	
    Public Liability Insurance against any
      property damage or destruction or loss of use and/or any death, illness,
      disease or personal injury, physical or mental, of a third party caused
      by, arising out of or in any way connected with the performance of the
      Services. 
	
    The limit of liability of such insurance coverage shall not be
      less than: 

	
    - 
	
    US$1,000,000 per occurrence 

	
     
	
    -
	
    US$10,000 medical expenses per any one
person  

	
     
	
    -
	
    US$1,000,000 per occurrence for personal or advanced
      injury  

	
     
	
    -
	
    US$2,000,000 general aggregate  

	
     
	
    
	
    US$2,000.000 for products (Completed
      Operations/Product Liability Aggregate)  

	
    All Risks Insurance with respect of any property of LB
      (including its respective shareholders, Personnel, officers, directors and
      agents, and its Subcontractors including their respective shareholders,
      Personnel, officers, directors and agents), whether owned, hired or
      leased, including loss of use thereof, arising out of or in connection
      with the performance of the Services. 
	
    Shall be the greater of the requirements
      of applicable laws and US$167,000 per occurrence. 



Schedule 5-2 




SCHEDULE 6 
FORM OF REQUEST FOR SUPPLEMENTARY
SERVICES 

Pursuant to clause 2.1 of the consultancy agreement (the
“Agreement”) entered into on 1 June 2014, between The Federal Authority
for Nuclear Regulation “FANR”) and Lloyd’s Register EMEA (“LR”)
and Lightbridge Corporation (“LB”, and together with LR being referred to
herein collectively as (the “Consultant”) and each being a “Party”
and collectively the “Parties”, the undersigned, being duly authorized
representatives of the Parties, hereby conclude this supplementary services
agreement (the “SSA”) and agree as follows: 


	DESCRIPTION OF SERVICES 	 
	PERSONNEL 	 
	START DATE 	 
	END DATE 	 
	FEE1 	 
	ADDITIONAL INFORMATION 	 



This SSA shall be construed under and governed by the laws of
Abu Dhabi, United Arab Emirates, and the Federal Laws of the United Arab
Emirates, without giving effect to the principles of conflicts or choice of law
provisions therein. 

All disputes or controversies arising out of, related to, or in
connection with this SSA shall governed by clause 31 (Dispute Resolution) of the
Agreement (except such clause shall be amended such that the word
“Agreement” shall be replaced by “SSA” throughout clause 31) and
clause 31 (as amended) shall be applicable as if it was set out in full
herein. 

The Parties agree and acknowledge that the provisions of the
Agreement, except as amended to incorporate changes made by this SSA, shall
remain in full force and effect. 

[Signature Page Follows] 

 

______________________________
1 Any
Supplementary Services proposed herein that exceed 5% or the total value of the
Agreement will require the approval of the FAN R tender committee, which must be
obtained prior to executing this SSA. 

Schedule 6-1 




The Parties have caused their duly authorised representatives
to execute and deliver this SSA as of [DATE]. 

For and on behalf of: The Federal Authority for Nuclear
Regulation 

	By: 	 	 
		Name:  
		Title:  
	 
	 
	 
	For and on behalf of: Lloyd’s Register
      EMEA 
	 
	 
	 
	By: 	 	 
		Name:  
		Title:  
	 
	 
	 
	For and on behalf of: Lightbridge
      Corporation 
	 
	 
	 
	By: 	 	 
		Name: Seth Grae 
		Title: President and Chief Executive
      Officer 


Schedule 6-2 




SCHEDULE 7 
KEY PERFORMANCE INDICATORS 

In performing the Services, the Consultant shall meet the Key
Performance Indicators (“KPIs”) set forth in each particular Task Order
and shall ensure that all of its Personnel and subcontractors performing the
Services on its behalf meet the KPIs. If any KPI is not met (as determined by
FANR acting reasonably) FANR shall be entitled, without prejudice to any other
remedy of FANR under the Agreement, to deduct the amount set forth in each Task
Order for each instance of breach from any Fees payable to the Consultant in
respect of the Task Order to which such breach of the KPI applies. Total
deductions for failure to meet the KPIs under this Agreement shall be capped at
*[Redacted]*% of the aggregate value of the applicable Task Orders issued
during the Term. Additionally, if one or more breaches of a given KPI occurs,
the Consultant will, at the request of FANR (and at no cost or expense to FANR)
prepare a corrective action plan, within three (3) business days of FANR’s
request, regarding the same. 

 

______________________________
*
*[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. 

Schedule 7-1 




SCHEDULE 8 
FORM OF TASK ORDER 

Lloyd’s Register EMEA 
Suite No. 401/A, The Blue Tower

P.O. Box : 997, 
Sheikh Khalifa Street, 
Abu Dhabi, United Arab
Emirates
Fax: +971 2 627 1773
Attention: Susan Steyn

Lightbridge Corporation
1600 Tysons Boulevard, 
Suite
550, 
Tysons Corner, 
VA 22102 USA, 
Fax: 4- 1,571.
730.1260
Attention: James Guerra 

_______________201___
 
TASK ORDER NO. [X] 


Dear Mr. Sirs, 

The Federal Authority for Nuclear Regulation (“FANR”)
writes to confirm that FANR is issuing Lloyd’s Register EMEA and Lightbridge
Corporation (collectively, the “Consultant”) this task order no. [X]
(this “Task Order”), pursuant to the consultancy agreement entered into
by and between FANR and the Consultant dated 1 June 2014 (the
“Agreement”). The details of the services to be completed under this Task
Order are described in Section 1 of this Task Order (the “Services”). The
Services are to be completed in accordance with the terms of the Agreement. 

The Consultant shall not commence the Services until FANR has
received the enclosed duplicate original of this Task Order executed by the
Consultant and the conditions listed in Section 1 of this Task Order and
paragraph 3 of Appendix 1 of this Task Order are fully satisfied. 

Yours faithfully, 

[NAME] 
For and on behalf of The Federal Authority for
Nuclear Regulation 

Schedule 8-1 




Section I — Services 


	Tasks and Subtasks to be completed 	List of Deliverables and Deliverable due
      dates for each Task and Subtask 
	[1] 	  
	(a) 	  
	(b) 	  
	(c) 	  
	(d) 	  
	(e) 	  
	[2] 	  
	(a) 	  
	(b) 	  
	(c) 	  
	(d) 	  
	(e) 	  
	[3] 	  
	(a) 	  
	(b) 	  
	(c) 	  
	(d) 	  
	(e) 	  



[Note: insert as many Tasks and Subtasks in Section I of this
Task Order as required by FANR] 

FANR and the Consultant acknowledge and agree that the Services
shall be performed in accordance with Schedule 1 of the
Agreement and categorized as in the table immediately above. The number of total
person hours (and associated fees) shall be equitably adjusted in accordance
with clause X.4 of the Agreement. 

Conditions Related to this Task Order 

Except with respect to any task order executed between FANR and
the Consultant on or before the date of the Agreement and/or which involves the
development of the Project Plan (as defined below), the Consultant shall not
commence any of the following Tasks, Subtasks or activities without specific
prior written approval from FANR: 

	 	a. 	
      Any Task or Subtask that is not explicitly specified in
      the project plan agreed between FANR and the Consultant (the “Project
      Plan”); and

	 	b. 	
      [insert other restrictions (if
any)].



Schedule 8-2 




Section 2 — Number of Hours for Each Task 


	Grade 	Task 	Maximum Number of Hours 
to be Used
    	Total Number of 
Hours Per Grade
  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  
	• 

	[1] 	  	


	[2] 	  
	[3] 	  



Note: After execution of this Task Order, FANR and the
Consultant may mutually agree in writing to adjust the allocation of hours
between the Grades set forth above in this Section 2. 


	Consultant’s Personnel to be engaged in Services
      for this Task Order
	Grade 	Hourly Rate (in accordance with
      Schedule 4 of the Agreement) 
	[insert name] 
	[insert Grade] 	[insert hourly rate]




Section 3 — Fee 

	The cost of providing the Services for this Task Order shall
not, without the prior written consent of FANR, exceed the amount of (United
Arab Emirates Dirhams [X] and [X] Fils Only) AED [X] (the “Fee”) 


 

Schedule 8-3 




Section 4 — Commencement and Completion Date



	Commencement date of the Services (the
      “Commencement Date”) 	
	Completion date of all the Services under this Task Order
      (the “Completion Date”) 	



Section 5 — Project Management 


	The Project Manager for FANR for this Task
      Order shall be: 
	 Name: 	- 
	 Address: 	- 
	 Telephone: 	- 
	 Email: 	- 
	 Fax: 	- 





	The Project Manager for the Consultant for
      this Task Order shall be: 
	 Name: 	- 
	 Address: 	- 
	 Telephone: 	- 
	 Email: 	- 
	 Fax: 	- 



Section 6 — Key Performance Indicators


The Key Performance Indicators (“KPIs”) applicable to
this Task Order are set forth below. 

[INSERT] 

The following Deliverables shall be specifically excluded from
the Financial Deduction for Breach (AED) of any of the aforementioned KPIs. 


	Deliverable 	Reason for Exclusion 
	 	 



Section 7 - Signatures 

Schedule 8-4 




FANR and the Consultant have caused their duly authorised
representatives to execute and deliver this Task Order as of [ 201[ ]. 

For and on behalf of: The Federal Authority for Nuclear
Regulation 

	By: 	  	  
		Name:   	  
		Title:   	  
	  	  	  
	  	  	  
	  	  	  
	For and on behalf of: Lloyd’s Register
      EMEA 
	  	  	  
	  	  	  
	  	  	  
	By: 	  	  
		Name:   	  
		Title:   	  
	  	  	  
	  	  	  
	  	  	  
	For and on behalf of: Lightbridge
      Corporation 
	  	  	  
	  	  	  
	  	  	  
	By: 	  	  
		Name: Seth Grae 
		Title: President and Chief Executive
      Officer 


Schedule 8-5 




Appendix 1 

TASK ORDER DETAILS 

The details and requirements for this Task Order are as
follows: 

	1. 	
      SERVICES AND DELIVERABLES

	 	 
	1.1 	
      This Task Order is concerned with the Services described
      in Section 1 of this Task Order. With respect to the Services described in
      Section I of this Task Order, the Consultant shall [insert any Task Order
      specific standards and specs].

	 	 
	1.2 	
      Where this Task Order describes parts of the Services in
      general terms, but not in complete detail, it is understood that the
      Services include any incidental work and/or services that can reasonably
      be inferred as required and necessary to complete the Services.

	 	 
	2. 	
      FEES AND EXPENSES



The Fee for the Services provided under this Task Order is
based on the schedule of rates set forth in Schedule 4 of the Agreement
and the total cost of providing the Services shall not exceed the Fee specified
in Section 3 of this Task Order without the consent of FANR. The Consultant
acknowledges that the Services may require staff to work outside of normal
working hours, but Consultant shall not be entitled to any additional fee or
remuneration in addition to the Fee in relation to providing the Services
outside of normal working hours, unless pre-approved by FANR in writing. 

	3. 	
      PROJECT MANAGEMENT



FANR and the Consultant shall mutually agree upon a Project
Plan for providing the Services. The Consultant shall not commence providing the
Services until (i) the Project Plan is agreed, and (ii) FANR issues the
Consultant a formal notice to proceed. Additionally, the Project Manager for
each of FANR and the Consultant is specified in Section 5 of this Task Order.
For the avoidance of doubt, the Project Plan shall include the items listed in
Schedule 2 of the Agreement, if any, and such other information requested
by FANR. 

	4. 	
      INVOICES

	 	 
	4.1 	
      The Consultant shall be entitled to submit an invoice to
      FANR for the Fee (or any prorated portion of the Fee), as well as for any
      pre-approved expenses (approved in accordance with clause 8 of the
      Agreement) incurred during provision of the Services in respect of this
      Task Order in accordance with clause 9 of the Agreement.

	 	 
	4.2 	
      In support of the Fee (or any prorated portion of the
      Fee) and any applicable pre- approved expenses, the invoice shall be
      accompanied by such supporting info nation and documentation as required
      pursuant to clause 9 of the Agreement and payment shall be made by FANR in
      accordance with said clause 9.



Schedule 8-6 





	5. 	
      COMPLIANCE



The Consultant’s performance of the Services shall
comply with all applicable laws, rules, regulations, proclamations and orders,
both in the United Arab Emirates and in any other relevant jurisdiction,
including all laws related to obtaining any required business or work permits or
licenses, the health and safety of its employees, immigration, and customs as
well as any other requirements referenced in the Agreement or specifically
included in this Task Order. 

	6. 	
      COMMENCEMENT AND
COMPLETION



The Commencement Date of the Services is specified in Section 4
of this Task Order. The Completion Date of the Services is specified in Section
4 of this Task Order and may he extended only upon the mutual written agreement
of FANR and the Consultant. 

	7. 	
      ADDITIONAL PROVISIONS

	 	 
	7.1 	
      Key Performance Indicators In performing the Services,
      the Consultant shall use its best efforts to meet the KPIs set forth in
      this Task Order and shall ensure that all of its Personnel and
      subcontractors performing the Services on its behalf meet the KPIs, Total
      deductions for failure to meet the KPIs in respect of this Task Order
      shall be capped at the maximum amount of *[Redacted]*% of the Task
      Order value.

	 	 
	7.2 	
      Application of the Agreement All of the terms and
      conditions of the Agreement remain in full force and effect and shall
      apply to the Services and the management and administration of this Task
      Order unless the Agreement is specifically modified by the terms and
      conditions of this Task Order.



Furthermore, all Capitalized terms used but not defined in this
Task Order shall have the meaning ascribed to them in the Agreement. 

 

______________________________
*
*[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. 

Schedule 8-7