Lightbridge Corp.: Exhibit 10.18 - Filed by newsfilecorp.com






Exhibit 10.18

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED
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. 

CONSULTANCY SERVICES AGREEMENT 

dated     November 1, 2013 

among 

EMIRATES NUCLEAR ENERGY CORPORATION 

and 

LIGHTBRIDGE CORPORATION 

relating to 

Fuel Fabrication QA/QS Services 




Contents 

	Clause 	  	Page 
	1. 	Definitions and Interpretation    	2 
	2. 	Framework and Reputation 	8 
	3. 	Representations and Warranties    	8 
	4. 	Scope of Agreement 	9 
	5. 	Time for Performance of the
      Services 	10 
	6. 	Duty of Care 	11 
	7. 	Varied Services 	11 
	8. 	Consultant Staff 	13 
	9. 	Representatives 	14 
	10. 	Payment and Taxation 	15 
	11. 	Records and Accounting 	17 
	12. 	Deliverables Schedule 	17 
	13. 	Liabilities 	17 
	14. 	Limitation of Liability 	18 
	15. 	Consultant Insurances 	19 
	16. 	Conflicts 	19 
	17. 	Sub-Contracting, Assignment and
      Transfer 	20 
	18. 	Intellectual Property 	21 
	19. 	Termination and Suspension 	22 
	20. 	Confidentiality 	24 
	21. 	Anti-Corruption Provisions 	27 
	22. 	Export Regulations 	28 
	23. 	General 	29 
	24. 	Entire Agreement 	29 
	25. 	Partial Invalidity 	29 
	26. 	Remedies and Waivers 	29 
	27. 	Amendments and Waivers 	30 
	28. 	Further Assurances 	30 
	29. 	Costs 	30 
	30. 	Arbitration 	30 
	31. 	Notices and Consents 	31 
	32. 	Counterparts 	32 
	33. 	Third Party Rights 	32 
	34. 	Governing Law 	32 
	Schedule 1 (Particulars) 	34 
	Schedule (Scope of Services) 	36 
	Schedule Pricing 	41






THIS CONSULTANCY SERVICES AGREEMENT is dated November 1,
2013. 

BETWEEN: 

	(1) 	
      EMIRATES NUCLEAR ENERGY CORPORATION, a corporation
      established by Abu Dhabi Law No. 21 of 2009, whose registered office is
      P.O. Box 112010, Al Muroor Road, Abu Dhabi, UAE (the Customer);
  and



LIGHTBRIDGE CORPORATION, a
company duly organised and existing under the laws of United States of America
and whose registered office is Lightbridge Corporation 1600 Tyson's Blvd. Suite
550 McLean, VA 22102 (the Consultant). 

WHEREAS: 

	(A) 	
      The UAE has initiated the Nuclear Program.

	 	 	 	 
	(B) 	
      The Parties acknowledge that the following objectives
      have been established for the Nuclear Program:

	 	 	 	 
		(a) 	
      the Nuclear Program will make the potential benefits of
      nuclear energy available to the people of the UAE and will incorporate the
      principles of:

	 	 	 	 
			(i) 	
      complete operational transparency;

	 	 	 	 
			(ii) 	
      the highest standards of non-proliferation;

	 	 	 	 
			(iii) 	
      the highest standards of safety and security;

	 	 	 	 
			(iv) 	
      conformance with IAEA standards;

	 	 	 	 
			(v) 	
      working with governments and firms of responsible nations
      as well as with the assistance of appropriate expert organisations;
    and

	 	 	 	 
			(vi) 	
      an approach that best ensures long-term sustainability;
      and

	 	 	 	 
		(b) 	
      compliance with UAE international treaty obligations,
      legal requirements and international undertakings with regard to the
      Nuclear Program (collectively the UAE Nuclear Policy
Objectives).

	 	 	 	 
	(C) 	
      The Customer is a wholly-owned corporate vehicle of the
      Government of Abu Dhabi with the mandate to develop, build, finance,
      operate, maintain, manage and own nuclear reactors for use for peaceful
      objects for the purpose of power generation and water
  desalination.

	 	 	 	 
	(D) 	
      The Consultant is an entity with significant expertise
      and experience in Nuclear Energy advisory Services.

	 	 	 	 
	(E) 	
      The Customer has agreed to appoint the Consultant to
      carry out the Services on the terms set out in this
  Agreement.



1 




IT IS HEREBY AGREED as follows: 

	1. 	
      Definitions and Interpretation

	 	 
	1.1 	
      Definitions



In this Agreement (unless the context
otherwise requires), words and expressions shall have the following meanings:

Affiliate means in relation to
any party, any other party that directly or indirectly controls or is controlled
by or is under common control with such party. For the purposes of this
definition, control means that a party possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the
other party, whether through the ownership of voting shares, by contract or
otherwise, and the terms control and controlled shall be interpreted
accordingly. 

Applicable Laws means any and
all written and unwritten laws, treaties, regulations standards, decrees, rules,
decisions, judgments, orders, injunctions, authorisations, directives and/or
other legal requirements of any authority and/or Authority which are or may
become during the currency of this Agreement applicable to the performance of
the Services and/or any and all applicable bylaws, rules, regulations,
directives, approved schemes and/or guidance of any public or private utility or
other undertaking which has any jurisdiction with regard to the Services or with
whose systems or property the Services are or will be connected. 

Agreement means this agreement
and the Schedules attached hereto. 

Arbitration Costs has the
meaning given in clause 30.6. 

Authority means the federal
government of the UAE, the government of the Emirate of Abu Dhabi, the
government or other higher executive body of any constituent entity of the UAE
and any municipality or other political subdivision, instrumentality, ministry,
department, local or national agency, bureau or any executive, regulatory,
supervisory, administrative or judicial body, inspector, official or public or
statutory person or commission acting on behalf of and/or under the direct or
indirect control of the authorised bodies of any of the foregoing or of any
other country that has jurisdiction over the Services or the Nuclear Program.

Basic Services means the
services to be provided by the Consultant under this Agreement as set out in
Schedule 2 (Scope of Services) and any services reasonably incidental thereto.

Best Industry Practice means the
exercise of reasonable skill, care, diligence, efficiency, foresight and
operating practice to be expected of a world class, appropriately skilled,
experienced and qualified professional consultant experienced in each of the
disciplines to which the Services relate and engaged in activities of a similar
scope, nature, complexity and size to the Consultant's activities under this
Agreement and under the same or similar circumstances, where such adviser is
seeking to satisfy the UAE Nuclear Policy Objectives and comply
with its contractual obligations and all Applicable Laws. 

2 




Business Day means a day (other
than a Friday or Saturday) on which banks are generally open for business in the
Emirate of Abu Dhabi, UAE. 

Charges means all taxes,
imposts, duties, withholding taxes, charges or other assessments of whatsoever
nature. 

Confidential Information means
all information of whatever kind (including proprietary and trade secret
information) disclosed by or on behalf of the Customer by any means whatsoever
in respect of the Services, whether such information is disclosed before, on or
after the Effective Date. 

Consultant means the person
named as Consultant in this Agreement, legal successors in title to the
Consultant or any person or persons to whom this Agreement is assigned or
otherwise transferred in accordance with clause 17. 

Consultant's Representative
means the person identified as such in Schedule I (Particulars), or such
replacement as the Consultant may from time to time appoint in accordance with
clause 9. 

Created Intellectual Property
Rights means all Intellectual Property Rights in any Documents which are
produced by or on behalf of the Consultant pursuant to this Agreement. 

Customer means the person named
as Customer in this Agreement, legal successors in title to the Customer or any
person or persons to whom this Agreement is assigned or otherwise transferred in
accordance with clause 17. 

Customer Indemnified Parties has
the meaning given in clause 13.1. 

Customer's Representative means
the person identified as such in Schedule 1 (Particulars), or such replacement
as the Customer may from time to time appoint in accordance with clause 9. 

Deliverables means the
deliverables set out in the Deliverables Schedule that the Consultant is
required to submit/complete/achieve in accordance with this Agreement (each a
Deliverable). 

Deliverables Schedule means the
programme for the performance of the Services and other Deliverables set out in
Part III of Schedule 2 (Scope of Services) as the same may be updated or
modified by the Customer from time to time. 

Deputy Consultant's
Representative means the person identified as such in Schedule 1
(Particulars), or such replacement as the Consultant may from time to time
appoint in accordance with clause 9. 

3 




Dispute has the meaning given in
clause 30.1. 

Dispute Meeting has the meaning
given in clause 30.3. 

Documents means any and all
drawings, models, plans, elevations, sections, perspectives, specifications,
schedules, designs and all other works and documentation (including in
electronic form) produced or to be produced as part of or in connection with the
Services. 

Effective Date means the date of
this Agreement as set out on the cover page. 

Employed means, in relation to
any individual, that such individual is working for the Consultant pursuant to:

	 	(a) 	
      an employment contract between the Consultant and that
      individual;

	 	 	 
	 	(b) 	
      a consultancy or similar contract between the Consultant
      and that individual;

	 	 	 
	 	(c) 	
      an agency agreement between the Consultant and an agency
      company; or

	 	 	 
	 	(d) 	
      a subcontract between the Consultant and a
      subcontractor,



and Employ and all derivations
of Employ shall be construed accordingly. 

Encumbrance means any claim,
charge, mortgage, security, lien, option, equity, power of sale, hypothecation
or other third party rights, retention of title, right of pre-emption, right of
first refusal or security interest of any kind. 

Export Control Laws means: (1)
all applicable UAE export control laws and regulations; (2) UAE international
commitments to observe foreign laws and regulations regarding exports including
but not limited to the export control of the Republic of Korea, the US export
control regulations at US Code of Federal Regulations Title 10 parts 110 and 810
and Title 15 Chapter VII; and (3) ENEC contractual commitments regarding control
of exports. 

Export Controlled Information
means information that is provided by the Consultant and that, under the terms
of any Export Control Laws, requires an individual validated license, specific
authorisation or the equivalent, prior to export. 

Fee means the fees payable for
the due and proper performance of the Services in accordance with clause 10 and
as set out in Schedule 3 (Pricing), as may be adjusted from time to time in
accordance with this Agreement. 

IAEA means the International
Atomic Energy Agency. 

Insolvency Event means the
Consultant becoming bankrupt or insolvent, going into liquidation, having a
receiving or administration order made against it, compounding with its
creditors or carrying on business under a receiver, trustee or manager for the
benefit of its creditors, or if any act is done or event occurs which (under any
Applicable Law) has a similar effect to any of these acts or events. 

4 




Intellectual Property Rights
means copyrights, (including rights in computer software), patents, trade marks,
trade names, service marks, business names (including internet domain names),
design rights, database rights, rights in undisclosed or confidential
information (such as Know-how, trade secrets and inventions (whether patentable
or not)), and all other intellectual property or similar proprietary rights of
whatever nature (whether registered or not and including applications to
register or rights to apply for registration) which may now or in the future
subsist anywhere in the world. 

Key Personnel means those
individuals listed in Schedule 1 (Particulars) as Key Personnel being members of
the Consultant's staff and any person who replaces them in the role(s) opposite
their name in Schedule 1 (Particulars) (each a Key Person). 

Know-how means all information
not publicly known, used, or required to be used, in, or in connection with, any
business of the Customer, held in any form (including that comprised in or
derived from design drawings, prototypes, models, discoveries, improvements,
data, formulae, specifications, component lists, instructions, manufacturing
technology manuals, brochures, catalogues, processes, process descriptions and
all other technical information and materials) and relating to: 

	 	(a) 	
      the manufacture, procurement, marketing or sale of goods
      or services including customer names and lists and other details of
      customers, sales targets, sales statistics, market share statistics,
      prices, market research reports and surveys and advertising or other
      promotional materials;

	 	 	 
	 	(b) 	
      future projects, business development or planning,
      commercial relationships and negotiations; and/or

	 	 	 
	 	(c) 	
      any other aspect of the business of the
  Customer.



National Security Information
means information that is classified as national security information in the
country of origin, unclassified information that is controlled in the county of
origin for national security reasons, or Sensitive Nuclear Information as
described by the UAE Federal Authority for Nuclear Regulation, including the
details of the nuclear security plans, contingency response plans, or security
officer training and qualification plans for nuclear facilities or for the
transportation of nuclear material. 

Nominated Personnel means those
individuals listed in Schedule I (Particulars) as Nominated Personnel being
members of the Consultant's staff and any person who replaces them in the
role(s) opposite their name in Schedule I (Particulars) (each a Nominated
Person). 

Notice of Dispute has the
meaning given in clause 30.1. 

Nuclear Program means the
program to implement a commercial, peaceful nuclear energy program in the UAE
for the procurement, design and build of a fleet of nuclear power units. 

Prohibited Acts has the meaning
given in clause 21.1. 

5 




Regulatory Disclosure
Requirement means any disclosure in connection with legal or arbitral
proceedings or official request issued by a court of competent jurisdiction or
by a judicial administrative, legislative, regulatory or self regulatory
authority, including any stock exchange or the UAE Federal Authority for Nuclear
Regulation. 

Risks and Opportunities means
any risks and/or opportunities that may impact upon the Nuclear Program. 

Rules has the meaning given in
clause 30.4. 

Services means the Basic
Services and the Varied Services. 

Stakeholder means such persons
as the Customer may designate as a Stakeholder from time to time. 

UAE means the United Arab
Emirates. 

UAE Nuclear Policy Objectives
has the meaning given in recital B. 

US means the United States of
America. 

Variation Instruction means an
instruction given by the Customer to the Consultant pursuant to clause 7 of this
Agreement, entitling the Customer to vary (by way of addition, modification or
omission) the Services, including the manner and timing of the performance of
the Services. 

Varied Services means any
variations to the Basic Services as the Customer may instruct in accordance with
clause 7.1. 

	1.2 	
      Interpretation

	 	 	 	 
		
      In this Agreement, except where the context otherwise
      requires:

	 	 	 	 
		(a) 	
      the contents page and headings are for convenience of
      reference only and shall not affect the interpretation of this
      Agreement;

	 	 	 	 
		(b) 	
      defined terms include the plural as well as the singular
      and vice versa;

	 	 	 	 
		(c) 	
      words importing gender include all genders;

	 	 	 	 
		(d) 	
      unless otherwise specified, references to clauses,
      paragraphs and Schedules are references to clauses and paragraphs of, and
      Schedules to, this Agreement;

	 	 	 	 
		(e) 	
      unless a contrary indication appears, any reference in
      this Agreement to:

	 	 	 	 
			(i) 	
      a Party is a reference to a party to this Agreement and a
      Party to this Agreement or a party to any other document or agreement
      shall be construed so as to include its successors in title, permitted
      assigns and permitted transferees;



6 





	 	 	(ii) 	
      assets includes present and future properties, revenues
      and rights of every description;

	 	 	 	 
	 	 	(iii) 	
      any document or agreement, including this Agreement, is a
      reference to such document or agreement as amended, restated,
      supplemented, replaced or novated from time to time in accordance with its
      terms and (where applicable) subject to the requirements of this
      Agreement;

	 	 	 	 
	 	 	(iv) 	
      indebtedness includes any obligation (whether incurred as
      principal or as surety) for the payment or repayment of money, whether
      present or future, actual or contingent;

	 	 	 	 
	 	 	(v) 	
      a person shall be construed so as to include any
      corporation, general or limited or limited liability partnership, limited
      liability company, unincorporated association, joint venture, trust,
      estate, Authority, natural person, government, state, agency or other
      legal entity, in each case whether in its own or a representative capacity
      and its successors and assigns;

	 	 	 	 
	 	 	(vi) 	
      a regulation includes any regulation, rule, official
      directive, request or guideline (whether or not having the force of law)
      of any governmental, intergovernmental or supranational body, agency,
      department or regulatory, self-regulatory or other authority or
      organisation;

	 	 	 	 
	 	 	(vii) 	
      Applicable Laws or to a provision of law is a reference
      to such Applicable Law or that provision of law as amended or
      re-enacted;

	 	 	 	 
	 	 	(viii) 	
      a specific Authority shall be construed so as to include
      any and all successors to such Authority which take over the function or
      responsibilities of such Authority;

	 	 	 	 
	 	 	(ix) 	
      the words including, includes or include
      are to be construed without limitation;

	 	 	 	 
	 	 	(x) 	
      a time of day is a reference to UAE time; and

	 	 	 	 
	 	 	(xi) 	
      staff includes any person Employed by the
      Consultant including each Nominated Person and any Key Person (and if, but
      only to the extent, the Customer consents in writing to any
      sub-contracting by the Consultant pursuant to clause 17, any such
      subcontractor and any person working for that sub-contractor);

	 	 	 	 
	 	(f)  		
      unless a contrary indication appears, a term used in any
      notice given under or in connection with this Agreement has the same
      meaning in that notice as in this Agreement;

	 	 	 	 
	 	(g)  		
      unless expressly stated otherwise, days shall mean
      consecutive calendar days by reference to the UAE time
  zone;



7 





	 	(h) 	
      calendar year, year, quarter, month or day shall be
      calculated in accordance with the Gregorian calendar; and

	 	 	 
	 	(i) 	
      in the event of any conflict, the clauses of this
      Agreement shall have priority over the contents of the Schedules or other
      documents forming part of this Agreement or any policy document, for the
      purposes of the Customer's relations with the
Consultant.




	2. 	
      Framework and Reputation



The Consultant acknowledges that the
Customer is committed to the UAE Nuclear Policy Objectives for the Nuclear
Program and, in carrying out the Services, the Consultant shall have the utmost
regard to the importance to the Customer of the UAE Nuclear Policy Objectives.

	3. 	
      Representations and
Warranties




	3.1 	
      The Consultant represents and warrants that:

	 	 	 	 
		(a) 	
      it is duly incorporated and validly existing under the
      laws of its jurisdiction of incorporation;

	 	 	 	 
		(b) 	
      it has the power to own its assets and carry on its
      business as it is being conducted under the laws of its jurisdiction of
      incorporation;

	 	 	 	 
		(c) 	
      it is duly qualified to do business under the laws of
      each other jurisdiction in which such qualification is required;

	 	 	 	 
		(d) 	
      the obligations expressed to be assumed by it in this
      Agreement are, subject to any general principles of law limiting its
      obligations, legal, valid, binding and enforceable obligations;

	 	 	 	 
		(e) 	
      the execution, delivery and performance by it of this
      Agreement and the transactions contemplated by this Agreement do not and
      will not:

	 	 	 	 
			(i) 	
      contravene any existing Applicable Law, statute,
      regulation, order, injunction, judgment, decree or permit to which it is
      subject;

	 	 	 	 
			(ii) 	
      materially conflict with or be prohibited by any
      mortgage, indenture, contract or other agreement to which it is a party or
      affecting its properties;

	 	 	 	 
			(iii) 	
      contravene or conflict with any provision of its
      constitutional documents; or

	 	 	 	 
			(iv) 	
      result in the creation or imposition of any lien,
      security interest, charge or encumbrance upon its property (except as
      permitted by this Agreement);



8 





		(f) 	
      it has the power to enter into, perform and deliver, and
      has taken all necessary action to authorise its entry into, performance
      and delivery of, this Agreement and the transactions contemplated by this
      Agreement;

	 	 	 	 
		(g) 	
      all authorisations, approvals, licences, permits and
      consents from governmental authorities (including any Authority) and
      others that are necessary for:

	 	 	 	 
			(i) 	
      the execution and delivery by it of this Agreement;
      and

	 	 	 	 
			(ii) 	
      the performance of its obligations under this
      Agreement,

	 	 	 	 
			
      have been obtained and are in full force and effect in
      each case other than those that arc not now necessary and that are
      expected to be obtained (and if required to be obtained are so obtained)
      in the ordinary course of business by the time they are necessary;
    and

	 	 	 	 
		(h) 	
      no litigation, arbitration, tax claim, dispute or
      administrative proceedings of or before any court, arbitral body or agency
      which, if adversely determined, might reasonably be expected to have a
      material adverse effect upon it or its ability to perform its financial or
      other obligations under this Agreement have, to its knowledge, been
      started or threatened against it.

	 	 	 	 
	4. 	
      Scope of Agreement

	 	 	 	 
	4.1 	
      The Customer appoints the Consultant:

	 	 	 	 
		(a) 	
      to carry out the Services in accordance with Best
      Industry Practice and the provisions of this Agreement; and

	 	 	 	 
		(b) 	
      to carry out its other duties and obligations on the
      terms set out in this Agreement.

	 	 	 	 
	4.2 	
      The Consultant shall comply with the reasonable
      instructions of the Customer given from time to time with regard to the
      performance of the Services and any other obligations of the Consultant
      under this Agreement.

	 	 	 	 
	4.3 	
      The Services to be performed by the Consultant shall
      include the Basic Services and such other consulting and advisory services
      within the Consultant's skill and relating to the Nuclear Program as may
      be instructed by the Customer pursuant to a Variation
  Instruction.

	 	 	 	 
	4.4 	
      The Consultant does not have the authority to enter into
      contracts on behalf of the Customer or to bind the Customer in any way.
      The Consultant shall not hold itself out as having authority to bind or
      act on behalf of the Customer. Nothing in this Agreement constitutes or is
      deemed to constitute a partnership or a joint venture between the Parties
      for any purpose whatsoever.

	 	 	 	 
	4.5 	
      Any approval, consent, comment, advice, authorisation,
      instruction and the like given (or not given as the case may be) by or on
      behalf of the Customer in relation to any Deliverable or any other matter under this Agreement shall not
relieve the Consultant from any obligation under this Agreement (including its
obligations to deliver the Deliverable in accordance with this Agreement or in
relation to any other matter) and shall in no way diminish the Customer's right
subsequently to reject a Deliverable or other matter if it is not found to be in
accordance with this Agreement. 



9 





	4.6 	
      The Consultant shall permit the Customer and any
      consultant or adviser appointed by the Customer (including their
      authorised representatives) reasonable access at all times, upon
      reasonable notice, to relevant internal meetings, correspondence,
      information technology systems, files and records and to all premises of
      the Consultant for the purposes of inspecting, monitoring and/or auditing
      the Consultant's performance of this Agreement.

	 	
       
	
       

	4.7 	
      Without prejudice to the other provisions of this
      Agreement, the Consultant shall take such commercially reasonable steps
      and do or refrain from doing all such commercially reasonable things in
      addition to its obligations under the other provisions of this Agreement
      as the Customer may reasonably require from time to time to enable the
      Customer to comply with its obligations to any other person and/or the UAE
      to comply with its obligations under any applicable treaty or agreement
      with another state or states.

	 	
       
	
       

	4.8 	
      During the performance of the Services, the Consultant
      shall identify and define Risks and Opportunities and shall evaluate the
      likelihood, and impact, of such Risks and Opportunities occurring and a
      suggested course of action and shall submit a monthly report detailing any
      such Risks and Opportunities to the Customer, in the format set out in
      Part I of Schedule 2 (Scope of Services). For the avoidance of doubt, the
      Consultant shall provide such monthly report free of charge.

	 	
       
	
       

	4.9 	
      Should the Consultant consider it necessary in order to
      perform the Services to contact any Authority, then the Consultant shall
      liaise with the Customer prior to making such contact.

	 	
       
	
       

	5. 	
      Time for Performance of the Services

	 	
       
	
       

	5.1 	
      This Agreement shall commence on the Effective Date. To
      the extent the Consultant has performed any of the Services prior to the
      Effective Date, then from the Effective Date such Services shall be deemed
      to have been performed pursuant to this Agreement and shall be governed by
      the terms of this Agreement.

	 	
       
	
       

	5.2 	
      The Deliverables Schedule shall be adjusted as is
      reasonably commensurate to the effect of the delay (to the extent this
      delay could not reasonably be mitigated by the Consultant) if the
      Consultant suffers delay as a result of the occurrence of any of the
      following events:

	 	
       
	
       

		
      (a) 
	
      the Customer suspends the Services to the extent such
      suspension is not due to a negligent act, a negligent omission, a default
      or a breach of this Agreement by the Consultant; or

	 	
       
	
       

		
      (b) 
	
      an act of prevention by the
Customer.



10 





	6. 	
      Duty of Care

	 	
       
	
       

	6.1 	
      The Consultant shall perform the Services and shall carry
      out its other duties and obligations as follows:

	 	
       
	
       

		
      (a) 
	
      in accordance with Best Industry Practice;

	 	
       
	
       

		
      (b) 
	
      in accordance with this Agreement;

	 	
       
	
       

		
      (c) 
	
      in accordance with all Applicable Laws; and

	 	
       
	
       

		
      (d) 
	
      in the absence of an agreed time frame, proceeding
      regularly and diligently.

	 	
       
	
       

	6.2 	
      In the event that any breach of clause 6.1 becomes
      apparent, the Consultant shall promptly notify the Customer or the
      Customer may notify the Consultant and in either case upon the Customer's
      written request the Consultant shall make good such breach in such manner
      so as to minimise any downtime or delay to the Nuclear Program and with
      the result that the Services will have been performed in accordance with
      this Agreement.

	 	
       
	
       

	6.3 	
      The costs to the Consultant of complying with clause 6.2
      shall be borne entirely by the Consultant.

	 	
       
	
       

	6.4 	
      Should the Consultant fail to take any action required
      under clause 6.2 within such reasonable time as may be specified by the
      Customer, or if no time is specified, within fourteen (14) days of the
      relevant breach being identified, the Customer shall be entitled to take
      such action or to have such action taken and to recover from the
      Consultant the costs thereof and/or relating thereto.

	 	
       
	
       

	6.5 	
      The Customer's remedies under this clause 6 are without
      prejudice to its rights at law or under any other provision of this
      Agreement in respect of the relevant breach or failure.

	 	
       
	
       

	7. 	
      Varied Services

	 	
       
	
       

	7.1 	
      The Customer may at any time issue to the Consultant a
      Variation Instruction to perform Varied Services.

	 	
       
	
       

	7.2 	
      If the Customer issues a Variation Instruction that will
      or might result in the Consultant incurring costs in addition to the Fee
      or saving costs allowed for in the Fee, the Consultant shall advise the
      Customer, within five (5) days of receipt of the Variation Instruction, of
      its proposals for the following:

	 	
       
	
       

		
      (a) 
	
      any addition to or reduction in the Fee, calculated on
      the basis of the hourly rates set out in Schedule 3 (Pricing), together
      with any resulting alteration to Schedule 3 (Pricing), provided always
      that there shall be no addition to the Fee or corresponding alteration to
      Schedule 3 (Pricing) if the need for the Variation Instruction
      arose/arises as a result of a negligent act, a negligent omission, a
      default or a breach of this Agreement by the Consultant;
  and



11 





		
      (b) 
	
      the programme for such Varied Services together with
      details of the impact (if any) which such Varied Services may have upon
      the Deliverables Schedule.

	 	
       
	
       

	7.3 	
      If the Customer accepts the Consultant's proposals
      provided pursuant to clause 7.2 and wishes to proceed with the Variation
      Instruction, it shall confirm the Variation Instruction to the Consultant
      in writing.

	 	
       
	
       

	7.4 	
      If the Customer does not accept the Consultant's
      proposals provided pursuant to clause7.2 but wishes to proceed with the
      Variation Instruction, it shall so advise the Consultant in writing who
      shall immediately implement the Variation Instruction. Any addition to or
      any reduction in the Fee (together with any alteration to Schedule 3
      (Pricing)) and/or the details of the impact (if any) the Variation
      Instruction may have upon the Deliverables Schedule shall then be agreed
      between the Customer and the Consultant. In the event that the Customer
      and the Consultant cannot agree a fair and reasonable adjustment to the
      Fee, Schedule 3 (Pricing) and/or the details of the impact (if any) the
      Variation Instruction may have upon the Deliverables Schedule the dispute
      or disagreement shall be referred, within one (1) month of the Customer
      confirming the Variation Instruction under this clause 7.4, to a meeting
      of appropriately senior directors (or representatives) of each Party with
      a view to trying to resolve such dispute or disagreement fairly and
      reasonably, without reference to the dispute resolution procedure set out
      in clause 30. If the senior directors (or representatives) are unable to
      resolve such dispute or disagreement then either Party may invoke the
      dispute resolution procedure set out in clause 30 of this
  Agreement.

	 	
       
	
       

	7.5 	
      If the Customer decides not to proceed with the Variation
      Instruction, then it shall so advise the Consultant and shall either
      withdraw or revise and reissue any Variation Instruction previously given
      as appropriate.

	 	
       
	
       

	7.6 	
      The Consultant may, at any time, submit to the Customer a
      written proposal requesting a Variation Instruction in which case such
      proposal will include the items set out in clauses 7.2(a) and 7.2(b). The
      Parties shall then follow the procedure set out in clauses 7.3 to 7.5 as
      if the Customer had requested such proposal. For the avoidance of doubt,
      the Customer may reject such proposal in its absolute discretion and if
      the Consultant proceeds to carry out its proposal before a Variation
      Instruction has been issued by the Customer it shall do so entirely at its
      own risk and cost.

	 	
       
	
       

	7.7 	
      If pursuant to this clause 7 the Customer issues a
      Variation Instruction which reduces the scope of the Services, the
      Customer will not be responsible for or liable to compensate the
      Consultant for any loss of profit, loss of opportunity or any
      consequential loss but the Customer will be responsible for reimbursing
      the Consultant any and all reasonable demobilisation costs which may
      result directly from the Consultant having to stand down and repatriate
      personnel who are no longer required as a consequence of such reduction in
      scope, unless the Variation Instruction arose/arises as a result of a
      negligent act, a negligent omission, a default or a breach of this
      Agreement by the Consultant.

	 	
       
	
       

	7.8 	
      If pursuant to this clause 7 the Customer issues a
      Variation Instruction which increases the scope of Services, the Customer
      shall be entitled to require the Consultant to
increase the level or scope of the professional indemnity insurance
cover required under this Agreement and/or the Consultant's limit of liability
under clause 14.2 by an amount which is commensurate with the increase in scope
of Services (which shall be the difference between the Fee for the scope of
Services prior to the Variation Instruction being issued and the Fee for the
scope of Services including the Variation Instruction which is the subject of
this clause 7.8) . 



12 





	
      8. 
	
      Consultant Staff

	
       
	
       

	
      8.1 
	
      The Consultant shall act as an independent contractor
      under this Agreement and, except where this Agreement otherwise expressly
      provides, none of the Consultant's staff shall be deemed to be the
      employees, agents or representatives of the Customer.

	
       
	
       

	
      8.2 
	
      The Consultant shall be responsible for Employing and
      fully training all staff required by it to comply with its obligations
      under this Agreement. The Consultant shall ensure that all staff Employed
      by it have sufficient skills and experience to perform the role(s)
      assigned to them.

	
       
	
       

	
      8.3 
	
      Subject to clauses 8.4 and 8.5, the Consultant undertakes
      to keep the Nominated Personnel and Key Personnel engaged in the
      performance of the Services and in the roles opposite their name in
      Schedule 1 (Particulars) (or, where relevant, the role of the previous
      Nominated Person or Key Person who they have replaced) for the duration of
      this Agreement or such other period as the Consultant and the Customer may
      agree.

	
       
	
       

	
      8.4 
	
      The Consultant will not be in breach of clause 8.3 if a
      Nominated Person or a Key Person ceases to be a member of its staff or
      cannot carry out the Services by virtue of death, long term illness or
      incapacity or cessation of Employment with the Consultant or for any other
      reason beyond the reasonable control of the Consultant.

	
       
	
       

	
      8.5 
	
      The Consultant may remove and/or replace any Key
      Personnel at any time provided that prior to any such removal or
      replacement the Consultant has obtained the Customer's prior written
      approval to such removal or replacement (as the case may be).

	
       
	
       

	
      8.6 
	
      The Customer in its absolute discretion, but subject to
      any restrictions imposed by Applicable Laws, may require the immediate
      withdrawal of any member of the Consultant's staff at any time. In such
      event the Consultant shall be afforded a reasonable time to secure a
      suitably qualified and experienced replacement.

	
       
	
       

	
      8.7 
	
      The Customer may require that any proposed or other
      member of the Consultant's staff is subject to security clearance vetting
      by the Customer and/or any relevant Authorities prior to commencing work
      on the Services or at any time. To assist with this process, the
      Consultant shall produce such personnel information and complete such
      documents as may be required for the relevant members of its
  staff.

	
       
	
       

	
      8.8 
	
      Where for any reason any member of the Consultant's staff
      fails to obtain the necessary security clearance required under clause
      8.7, such person may not work for the Consultant in connection with this
      Agreement. It is the Consultant's responsibility
to ensure that sufficient members of its staff obtain the security
clearance necessary to enable the Consultant to fully discharge its obligations
under this Agreement. 



13 





	
      8.9 
	
      Where there is a statutory or regulatory requirement that
      any member of the Consultant's staff be licensed or authorised in order to
      carry out the role(s) assigned to it (whether by any Authority or
      otherwise), the Consultant shall inform the Customer and shall ensure that
      such person is duly licensed or authorised throughout the period of their
      involvement in the performance of the Services.

	
       
	
       
	
       
	
       

	
      8.10 
	
      The Consultant shall procure that its staff and any and
      all sub-consultants and their staff observe and perform the Services in
      accordance with:

	
       
	
       
	
       
	
       

		
      (a) 
	
      Applicable Laws;

	
       
	
       
	
       
	
       

		
      (b) 
	
      Customer's procedures for oversight of contractor and
      subcontractor activities, as amended from time to time, as listed
      below:

	
       
	
       
	
       
	
       

			
      (i) 
	
      HSE-PRC-100-04 Contractor IISE Management Procedure,
      and

	
       
	
       
	
       
	
       

			
      (ii) 
	
      CON-PRC-111-31 CPO HSE Oversight Management
    Procedure;

	
       
	
       
	
       
	
       

		
      (c) 
	
      the Customer's safety and security regulations for the
      time being in force;

	
       
	
       
	
       
	
       

		
      (d) 
	
      all health, safety, security and environmental policies,
      rules and regulations relating to any site on which the Consultant works,
      whether applied by the Customer or any other person; and

	
       
	
       
	
       
	
       

		
      (e) 
	
      in respect of Services that require Consultant's presence
      at the site designated for the nuclear power generation plants and
      associated facilities at Barakab, Abu Dhabi (the Barakah Site), Consultant
      shall abide by all Barakah Site health, safety and security rules.
      Further, Consultant hereby agrees to contact the Customer CPO Safety
      Manager or relevant delegate for instructions relating to the Barakah Site
      prerequisites prior to attending the Barakah Site and before starting the
      Services,



The Consultant shall take full
responsibility for the safety of all such staff Employed in connection with the
Services and shall indemnify and keep indemnified the Customer against any
liability which the Customer may incur to such personnel in connection with the
Services. 

	
      9. 
	
      Representatives

	
       
	
       

	
      9.1 
	
      The Consultant hereby appoints the Consultant's
      Representative to represent the Consultant under this Agreement and the
      Consultant hereby acknowledges that, subject to clause 9.3, the
      Consultant's Representative has full authority to act for and on behalf of
      the Consultant for all purposes in connection with this Agreement,
      including the giving and receiving of notices. Any matter, fact or thing
      within the knowledge of the Consultant's Representative will be deemed to
      be within the knowledge of the Consultant.



14 




The Customer will address all requests,
directions, notices, recommendations, approvals and information relating to the
Services and this Agreement to the Consultant's Representative. The Consultant
will be bound by the errors, acts and omissions of the Consultant's
Representative. 

	
      9.2 
	
      The Customer hereby appoints the Customer's
      Representative to have full authority, subject to clause 9.3, to act for
      and on behalf of the Customer for all purposes in connection with this
      Agreement, including the giving and receiving of notices. The Consultant
      will address all correspondence to the Customer's Representative and
      provide a simultaneous copy to the Customer.

	
       
	
       

	
      9.3 
	
      Neither the Customer's Representative nor the
      Consultant's Representative shall have the power to alter or vary any term
      of this Agreement or to terminate it save that the Customer's
      Representative shall have the power to issue Variation Instructions in
      accordance with clause 7.

	
       
	
       

	
      9.4 
	
      The Customer may, in its absolute discretion, require the
      Consultant to remove and replace the Consultant's Representative and any
      such replacement shall be undertaken in accordance with clause
  9.5.

	
       
	
       

	
      9.5 
	
      The Parties will, in the event of any change of
      representative appointed pursuant to this clause 9, notify the other Party
      in writing immediately upon such change and, in the case of the
      Consultant's Representative, the reasons for the change. The Consultant
      shall not revoke the appointment of the Consultant's Representative or
      appoint a replacement without having first obtained prior written approval
      from the Customer.

	
       
	
       

	
      9.6 
	
      The Consultant hereby appoints the Deputy Consultant's
      Representative to act for and on behalf of the Consultant's Representative
      during all periods of absence of the Consultant's Representative and when
      so acting shall be treated as if he were the Consultant's Representative.
      The Consultant shall notify the Customer when the Deputy Consultant's
      Representative will be acting for and on behalf of the Consultant's
      Representative and the period for which it will be so acting at least ten
      (10) days prior to the Deputy Consultant's Representative taking over from
      the Consultant's Representative and the Customer shall be entitled to rely
      on such notice as authorising the Deputy Consultant's Representative to
      act for and on behalf of the Consultant's Representative for such
      period.

	
       
	
       

	
      10. 
	
      Payment and Taxation

	
       
	
       

	
      10.1 
	
      In consideration of the proper execution by the
      Consultant of its duties and obligations under and in accordance with this
      Agreement, the Customer hereby agrees to pay to the Consultant the Fee (or
      such part of the Fee as is determined to be properly payable in accordance
      with this Agreement) in accordance with Schedule 3 (Pricing) and the
      provisions of this clause 10.

	
       
	
       

	
      10.2 
	
      The Consultant shall be entitled to render invoices in
      accordance with Schedule 3 (Pricing) detailing the amount of the Fee and
      the Services performed by the Consultant in the relevant period and
      complying with the requirements of Schedule 3 (Pricing). Such invoices
      shall be accompanied by such other information (including details of the
      basis on which such amounts have been calculated and any details of
any reimbursable expenses) as may be necessary and/or reasonably requested by
the Customer. Payment of any sums which are clearly due and undisputed shall be
made within forty-five (45) days from the date on which the Customer receives
the Consultant's invoice and any other appropriate documentation, provided that
the invoice is correctly addressed. 



15 





	
      10.3 
	
      The Consultant shall be entitled to be reimbursed those
      expenses set out in Schedule 3 (Pricing) at the rates set out therein
      provided:

	
       
	
       
	
       

		
      (a) 
	
      they are reasonably and properly incurred by the
      Consultant in the performance of the Services; and

	
       
	
       
	
       

		
      (b) 
	
      they do not exceed the aggregate limit on all such items
      stated in Schedule 3 (Pricing) (if any).

	
       
	
       
	
       

	
      10.4 
	
      If an aggregate limit on expenses is set out in Schedule
      3 (Pricing), the Consultant shall provide prompt written notice to the
      Customer if the Consultant anticipates that the reimbursable expenses it
      will incur will exceed such aggregate limit. Following receipt of any such
      notice, the Customer may, in its absolute discretion, accept an increase
      in the aggregate limit of reimbursable expenses in accordance with this
      clause 10.4. The Customer shall notify the Consultant of any such approved
      increase in the aggregate limit of reimbursable expenses. The provision by
      the Consultant of the written notice required by this clause 10.4 shall be
      a condition precedent to the Customer approving any increase in the
      aggregate limit set out in Schedule 3 (Pricing) pursuant to this clause
      10.4.

	
       
	
       
	
       

	
      10.5 
	
      Payment by the Customer shall be without prejudice to any
      claims or rights which the Customer may have against the Consultant and
      shall not constitute any acceptance by the Customer of the performance by
      the Consultant of its obligations hereunder.

	
       
	
       
	
       

	
      10.6 
	
      If the Consultant fails to perform the Services in
      accordance with this Agreement, the Customer shall, upon providing notice
      to the Consultant within forty-five (45) days of receipt of the
      Consultant's invoice, be entitled to withhold payment of such sums as the
      Customer considers fair and reasonable until such time as the Services are
      performed by the Consultant in accordance with this Agreement. The
      Customer is entitled to set off or reduce any payments due and owing to
      the Consultant under this Agreement by any amount which the Customer
      reasonably considers is owed to it by the Consultant. The Consultant may
      not set off or reduce any payments due and owing to the Customer under
      this Agreement by any amount which is due and owing by the Customer (or
      the Consultant claims is due and owing).

	
       
	
       
	
       

	
      10.7 
	
      The sums payable pursuant to this clause 10 shall be the
      full and only remuneration payable to the Consultant for the performance
      of the Services and, subject to clause 10.8, are deemed to be inclusive of
      any and all Charges required to be paid. The sums payable pursuant to this
      clause 10 will not be adjusted save as expressly provided for in this
      Agreement and include the full cost to the Consultant of all risks and
      responsibilities assumed by the Consultant under this
  Agreement.



16 





	
      10.8 
	
      The Consultant shall be liable for all Charges levied by
      any government of any jurisdiction arising out of or as a consequence of
      the Consultant's performance of the Services, save in respect of any
      Charges levied by a UAE Authority for which the Customer shall be
      responsible.

	
       
	
       

	
      10.9 
	
      All payments relating to sponsorship which shall enable
      the Consultant to work in the UAE or elsewhere, as well as all
      registration charges levied by a relevant Authority on or after the
      Effective Date, shall be borne by the Consultant.

	
       
	
       

	
      11. 
	
      Records and Accounting

	
       
	
       

	
      11.1 
	
      The Consultant shall at all times maintain full, current
      and accurate financial and accounting records relating to the performance
      of its obligations under this Agreement.

	
       
	
       

	
      11.2 
	
      The Consultant shall provide monthly reports to the
      Customer on all matters relating to the performance of the Services and
      its other obligations under this Agreement covering such matters and in
      such detail as the Customer may require.

	
       
	
       

	
      11.3 
	
      The Consultant shall retain the records and reports
      referred to in this clause 11 for a period of at least six (6) years from
      their respective start dates or such longer period as may be required by
      Applicable Laws. Within ninety (90) days after the expiry of such period
      the Customer, upon written request, shall have the opportunity at its
      expense to obtain copies of all such records and reports.

	
       
	
       

	
      12. 
	
      Deliverables Schedule

	
       
	
       

	
      12.1 
	
      The Consultant shall carry out the Services and its other
      obligations under this Agreement in accordance with the Deliverables
      Schedule or, where relevant, such other time periods as may be agreed from
      time to time with the Customer and where no date is specified or agreed
      with the Customer, within a reasonable time.

	
       
	
       

	
      12.2 
	
      The Consultant acknowledges that the Deliverables
      Schedule may require updating and/or modification from time to time by the
      Customer. Changes to the Deliverables Schedule shall be by mutual
      agreement between the Parties.

	
       
	
       

	
      12.3 
	
      Upon the achievement or completion of a Deliverable the
      Consultant shall notify the Customer's Representative who shall, in its
      entire discretion, confirm whether or not such Deliverable has been
      achieved or completed.

	
       
	
       

	
      12.4 
	
      The Consultant shall notify the Customer of its progress
      in completing or achieving each Deliverable set out in the Deliverables
      Schedule in the monthly report to be submitted by the Consultant to the
      Customer in accordance with clause 11.2.

	
       
	
       

	
      13. 
	
      Liabilities

	
       
	
       

	
      13.1 
	
      The Consultant shall indemnify the Customer, its
      subsidiaries and Affiliates and their respective agents, employees and
      shareholders (the Customer Indemnified Parties) against any and all losses, liabilities, damages, fines, costs,
expenses, demands, actions, proceedings or judgments in respect of: 



17 





	 	(a) 	
      any third party claims against any Customer Indemnified
      Parties;

	 	 	 
	 	(b) 	
      personal injury, sickness, disease or death of any person
      employed by or engaged on behalf of any Customer Indemnified Parties;
      and

	 	 	 
	 	(c) 	
      loss or damage to any property belonging to any Customer
      Indemnified Parties,



in each case arising as a result of or
in connection with the performance or non-performance of the Consultant's duties
and the actions or inactions of it or any member of its staff in connection with
this Agreement except to the extent that the same was caused by the negligence,
wilful default and/or breach of this Agreement by any Customer Indemnified
Parties. 

	
      13.2 
	
      No remedy or benefit which this Agreement provides for
      the Customer in relation to any breach or failure by the Consultant shall
      operate to exclude or limit any other remedy or benefit for the Customer
      provided for by Applicable Laws or elsewhere in this Agreement, unless
      expressly stated otherwise.

	
       
	
       

	
      14. 
	
      Limitation of Liability

	
       
	
       

	
      14.1 
	
      Subject to clauses 14.3 and 14.4, neither Party shall be
      liable to the other in any way for loss of use, loss of profit or
      incentive payments, loss of production or business interruption or for any
      kind of indirect or consequential loss or damage, which is connected with
      any claim arising under this Agreement or the subject matter of this
      Agreement, howsoever the same may be caused.

	
       
	
       

	
      14.2 
	
      Subject to clauses 14.3 and 14.4, the total liability of
      the Consultant to the Customer whether in contract, tort (including
      negligence), for breach of statutory duty or otherwise by the Consultant
      or its officers, directors, employees, agents or sub-consultants and/or
      any breach by the Consultant of its obligations under this Agreement shall
      not exceed the amount set out in Schedule 1 (Particulars).

	
       
	
       

	
      14.3 
	
      The exclusions of liability provided for in clauses 14.1
      and 14.2 shall not apply to the liability of the Consultant under any
      indemnity expressly set out in this Agreement or any liability for wilful
      default, fraudulent misrepresentation, criminal conduct or Prohibited
      Acts.

	
       
	
       

	
      14.4 
	
      No provision under this Agreement shall limit or exclude
      either the Consultant's or the Customer's liability to each other for
      fraud nor shall it exclude or limit liability for death or personal injury
      resulting from negligence or any other liability to the extent the
      limitation or exclusion is prohibited by Applicable
Law.



18 





	
      15. 
	
      Consultant Insurances

	
       
	
       

	
      15.1 
	
      The Consultant shall procure, put in place and maintain
      professional indemnity insurance in accordance with Schedule I
      (Particulars) with first class insurers of sound repute and financial
      standing in each case in the relevant insurance market in respect of its
      obligations under this Agreement which shall not be subject to any
      material excess or unusual exclusions provided such insurance is available
      in the market at commercially reasonably rates and terms.

	
       
	
       

	
      15.2 
	
      Any increased or additional premium required by reason of
      the Consultant's own claims record or other acts, omissions, matters or
      things particular to the Consultant shall be deemed to fall within
      commercially reasonable rates.

	
       
	
       

	
      15.3 
	
      If for any period such insurance is not available in the
      market at commercially reasonable rates or on commercially reasonable
      terms, the Consultant shall forthwith inform the Customer of the
      circumstances and availability of the insurance in respect of such period
      and decide with the Customer the method best covering the Consultant's
      liability to the Customer. The Consultant shall then put in place and
      maintain any replacement and/or additional protection which may be
      determined in all the circumstances to be appropriate.

	
       
	
       

	
      15.4 
	
      When required to do so by the Customer, the Consultant
      shall provide to the Customer satisfactory documentary evidence that the
      insurance required by this clause 15 is being maintained, and the
      Consultant hereby warrants and undertakes to the Customer that, if and
      when required in order to maintain such insurance in full force and
      effect, this Agreement has been or shall be disclosed to the Consultant's
      professional indemnity insurers.

	
       
	
       

	
      15.5 
	
      The taking out of any insurances by the Consultant or the
      Customer, whether pursuant to this Agreement or otherwise and/or whether
      or not the Consultant receives any payment or monies from such insurances,
      shall not diminish the Consultant's obligations under this
    Agreement.

	
       
	
       

	
      16. 
	
      Conflicts

	
       
	
       

	
      16.1 
	
      The Consultant warrants and confirms to the Customer
      that, subject to clause 16.2, it will not accept any instructions from a
      third party which may, in the reasonable opinion of the Customer,
      adversely affect the Nuclear Program or the Consultant's performance of
      the Services, or create a conflict of interest in relation to the
      Consultant's obligations under this Agreement. Without prejudice to the
      generality of the foregoing and notwithstanding clause 16.2, the
      Consultant warrants that no Nominated Personnel or Key Personnel shall be
      engaged in the provision of services which in the Customer's opinion
      create a conflict of interest in relation to the Consultant's obligations
      under this Agreement.

	
       
	
       

	
      16.2 
	
      In the event that the Consultant becomes aware of a
      potential conflict of interest, the Consultant shall notify the Customer
      immediately. The Customer shall determine whether or not any conflict may
      arise. In the event that the Customer determines that a conflict of
      interest may arise (whether or not following such notification by the
      Consultant) the Customer shall seek to agree with the Consultant the
      organisational and administrative arrangements necessary to identify, monitor and
manage the relevant conflict of interest in a way so as to avoid the risk of
damage to the interests of the Customer. Where the Customer (in its absolute
discretion) considers that the organisational and administrative arrangements
the Consultant has in place or proposes are not or will not be sufficient to
ensure that the risk of damage to the interests of the Customer is avoided, the
Customer shall notify the Consultant and the Consultant shall refuse the
instructions giving rise to the potential conflict or cease any further work in
respect of those instructions. 



19 





	
      17. 
	
      Sub-Contracting, Assignment and Transfer

	
       
	
       

	
      17.1 
	
      The Consultant may not assign, charge, transfer, novate
      or otherwise dispose of or encumber the whole or any part of either the
      benefit or the burden of this Agreement without the prior written consent
      of the Customer which, notwithstanding clause 31.4, may be withheld by the
      Customer in its absolute discretion.

	
       
	
       

	
      17.2 
	
      The Customer may, on one or more occasions, assign,
      charge, transfer, novate or otherwise dispose of or encumber the whole or
      any part of either the benefit or the burden of this Agreement to any
      person.

	
       
	
       

	
      17.3 
	
      The Consultant shall be permitted to subcontract a
      portion of the Services consistent with the terms of Schedule 2 (Scope of
      Services) hereto. The Consultant shall not otherwise subcontract the
      performance of any of the Services or any of its other obligations under
      this Agreement to any person without the Customer's prior written consent
      to the identity of such person and the terms and conditions of such
      proposed subcontract which, notwithstanding clause 31.4, may be withheld
      by the Customer in its absolute discretion. If the Customer consents at
      any time to any subcontracting of the performance of the Services or any
      of the Consultant's other obligations under this Agreement, this shall be
      entirely without prejudice to and shall not derogate from the Consultant's
      liabilities and obligations under this Agreement. The Consultant shall be
      and remain fully responsible to the Customer for the performance of any
      and all Services delegated or sub-contracted to a sub-consultant,
      sub-contractor or supplier in accordance with the requirements of this
      Agreement. Once the Customer has accepted the identity and terms and
      conditions of appointment of a sub-consultant, sub-contractor or supplier,
      the Consultant shall not terminate or vary the terms of appointment of
      such sub-consultant, sub-contractor or supplier without the Customer's
      prior written approval. The Customer shall not be obliged to make any
      payment to the Consultant under this Agreement in respect of any of the
      Services which are performed by a sub-consultant, sub-contractor or
      supplier that has not been appointed in accordance with this
    Agreement.

	
       
	
       

	
      17.4 
	
      The appointment of agency staff by the Consultant shall
      be treated as subcontracting of the Services and agency staff shall be
      deemed to be subcontractors for the purposes of this
  Agreement.



20 





	
      18. 
	
      Intellectual Property

	
       
	
       
	
       

	
      18.1 
	
      The Consultant hereby assigns to the Customer free from
      all Encumbrances: all of the Consultant's existing and future rights in
      the Created Intellectual Property Rights; and all rights of action arising
      or accrued relating to Created Intellectual Property Rights, both existing
      and future, including the right to take proceedings and to seek and
      recover damages and all other remedies for all past and future
      infringements of such Created Intellectual Property Rights.

	
       
	
       
	
       

	
      18.2 
	
      With respect to the Created Intellectual Property Rights,
      the Consultant hereby waives absolutely its moral rights under the laws of
      the Emirate of Abu Dhabi and the federal laws of the UAE as applied in the
      Emirate of Abu Dhabi and, so far as is legally possible, any broadly
      equivalent rights the Consultant may have in any territory of the
      world.

	
       
	
       
	
       

	
      18.3 
	
      The Consultant agrees to procure that all Created
      Intellectual Property Rights shall automatically vest in the Customer upon
      production without the need for further formality or documentation being
      required, so far as is possible. The Consultant shall carry out or procure
      the carrying out of all such further acts and things reasonably required
      by the Customer and the execution of or procurement of the execution of
      all such other documents as the Customer may from time to time reasonably
      require in order to give the Customer the full benefit of this Agreement,
      whether in connection with any registration of title or other similar
      right or otherwise.

	
       
	
       
	
       

	
      18.4 
	
      The Consultant agrees to deliver promptly to the
      Customer, upon the Customer's request, free from all Encumbrances, any and
      all copies of the Documents which are or come into the Consultant's
      possession and to procure the delivery of any further copies (free from
      all Encumbrances) which are or may be in the possession of third
      parties.

	
       
	
       
	
       

	
      18.5 
	
      The Consultant hereby warrants to the Customer as
      follows:

	
       
	
       
	
       

		
      (a) 
	
      the use of the Documents which have been or shall be
      produced by the Consultant shall not infringe the Intellectual Property
      Rights of a third party;

	
       
	
       
	
       

		
      (b) 
	
      the Created Intellectual Property Rights shall be the
      Consultant's original work and shall not be copied wholly or substantially
      from any other source and the use by the Customer of the rights assigned
      to it will not infringe the rights of any third party;

	
       
	
       
	
       

		
      (c) 
	
      where the Created Intellectual Property Rights contain
      registered Intellectual Property Rights such that the Consultant is not
      able to assign such rights in accordance with clause 18.1, the Consultant
      shall procure that the Customer is granted a non-exclusive, irrevocable,
      royalty-free transferable worldwide licence in respect of such rights;
      and

	
       
	
       
	
       

		
      (d) 
	
      the Consultant has not licensed or assigned any of the
      Created Intellectual Property Rights to any third party in any part of the
      world and the Created Intellectual Property Rights are free from all
      Encumbrances.



21 





	
      18.6 
	
      The Consultant shall indemnify and keep indemnified the
      Customer against any and all losses, liabilities, damages, fines, costs,
      expenses, demands, actions, proceedings or judgments arising out of any
      breach by the Consultant of any of its warranties under this clause 18. At
      the request of the Customer and at the Consultant's own expense, the
      Consultant shall provide all reasonable assistance to enable the Customer
      to resist any and all claims, actions or proceedings brought against the
      Customer as a consequence of any such breach.

	
       
	
       
	
       

	
      18.7 
	
      The Customer hereby grants the Consultant a
      non-exclusive, non-assignable, royalty-free licence to use and reproduce
      the Documents solely for the purposes contemplated by this Agreement. Such
      licence shall entitle the Consultant to grant sub-licences to the
      Consultant's key personnel, sub-consultants and third parties on
      equivalent terms to this clause 18.7.

	
       
	
       
	
       

	
      18.8 
	
      The Consultant hereby grants or shall procure the grant
      to the Customer of a non- exclusive, perpetual, irrevocable, royalty-free,
      transferable, world-wide licence of any Intellectual Property Rights
      (other than Created Intellectual Property Rights) in the
  Documents.

	
       
	
       
	
       

	
      18.9 
	
      Where the Consultant sub-contracts any or all of its
      obligations under this Agreement to a sub-consultant, each such
      sub-consultant shall be required, as a minimum, to agree to equivalent
      obligations as those set out in this clause 18. Without prejudice to the
      generality of the foregoing, the Consultant shall procure that all Created
      Intellectual Property Rights developed by any sub-consultant shall vest in
      the Customer.

	
       
	
       
	
       

	
      19. 
	
      Termination and Suspension

	
       
	
       
	
       

	
      19.1 
	
      The Customer shall have the right (but not the
      obligation) to terminate this Agreement or suspend the Services at its
      absolute discretion at any time on thirty (30) days' notice in writing to
      the Consultant.

	
       
	
       
	
       

	
      19.2 
	
      If the Customer terminates or suspends this Agreement
      under clauses 19.1, 19.3, 19.4 or 19.7:

	
       
	
       
	
       

		
      (a) 
	
      the Consultant shall proceed in an orderly and
      expeditious manner to take such steps as are necessary to terminate or, as
      the case may be, suspend the Services;

	
       
	
       
	
       

		
      (b) 
	
      the Consultant shall, at the Customer's request, deliver
      to the Customer all Documents and other items of any kind whatsoever
      relating to the Services in the Consultant's control, custody or
      possession or that of its sub-consultants, sub- contractors or suppliers
      and their respective personnel;

	
       
	
       
	
       

		
      (c) 
	
      the Customer may appoint another/other consultant(s) to
      complete the Services following any termination and the Consultant shall
      co-operate fully with such consultant(s) for the orderly transfer of the
      Services; and

	
       
	
       
	
       

		
      (d) 
	
      subject to clauses 19.5 and 21.3, the Customer shall pay
      to the Consultant as its sole liability in respect of that termination the
      proportion of the Fee payable for the Services as it relates to the work properly and
satisfactorily carried out or where the Services are charged on a time basis,
for the time properly and necessarily spent on the Services prior to termination
or suspension together with any expenses which the Consultant may have
reasonably and unavoidably incurred in complying with clauses 19.2 (a), (b) and
(c). 



22 





	
      19.3 
	
      Subject to clause 19.4, the Customer shall also have the
      right (but not the obligation) to terminate this Agreement or suspend the
      Services on no less that twenty (20) days' notice in writing to the
      Consultant at any time after the occurrence of any of the
  following:

	
       
	
       
	
       

		
      (a) 
	
      any material or persistent breach of this Agreement by
      the Consultant (other than a breach referred to elsewhere in this clause
      19.3);

	
       
	
       
	
       

		
      (b) 
	
      any Insolvency Event;

	
       
	
       
	
       

		
      (c) 
	
      the circumstances set out in clause 21.3 occur;
  or

	
       
	
       
	
       

		
      (d) 
	
      any breach by the Consultant of clauses 16, 17 or
    20.

	
       
	
       
	
       

	
      19.4 
	
      Where the Consultant demonstrates to the reasonable
      satisfaction of the Customer that an event under clause 19.3 is capable of
      remedy, the Customer shall prior to exercising its right to terminate this
      Agreement or suspend the Services, give the Consultant an opportunity to
      remedy the relevant breach or event within a reasonable period of time. If
      the event is not remedied within such a period to the reasonable
      satisfaction of the Customer, the Customer may terminate this Agreement or
      suspend the Services with immediate effect.

	
       
	
       
	
       

	
      19.5 
	
      If this Agreement is terminated pursuant to clause 19.3,
      19.4 and subject to clause 21.3:

	
       
	
       
	
       

		
      (a) 
	
      the Customer shall have no liability to the Consultant in
      respect of such termination except for its obligations under this
      Agreement to make payment in respect of work properly performed by the
      Consultant prior to the date of termination including in respect of any
      costs incurred in complying with clauses 19.2(a) to 19.2(c) and I
      9.5(c);

	
       
	
       
	
       

		
      (b) 
	
      the Customer shall have no liability to make any further
      payment to the Consultant until the Customer's additional costs, losses
      and liabilities consequent upon such termination or suspension have been
      fully determined, including those incurred in connection with clause
      19.5(d);

	
       
	
       
	
       

		
      (c) 
	
      the Consultant shall proceed in an orderly and
      expeditious manner to take such steps as are necessary to terminate or
      suspend the Services and shall comply with the Customer's reasonable
      instructions in connection with the discontinuance of the performance of
      the Services and any hand over to a replacement consultant;

	
       
	
       
	
       

		
      (d) 
	
      the Consultant shall indemnify the Customer against any
      and all losses, liabilities, damages, fines, costs, expenses, demands,
      actions, proceedings or judgments incurred by the Customer as a result of
      such termination including the costs of appointment of a total or partial replacement, internal
management time and any other additional costs, losses and liabilities arising
as a result of or in connection with such termination; and 



23 





	 	(e) 	
      such termination shall be without prejudice to any rights
      which the Customer may have in relation to the relevant events, breach or
      failure.




	
      19.6 
	
      In the event that the sum due to the Consultant under
      clause 19.5 exceeds the Customer's additional losses, liabilities,
      damages, fines, costs, expenses, demands, actions, proceedings or
      judgments consequent upon such termination or suspension, the Customer
      shall pay the balance to the Consultant. In the event that the Customer's
      additional costs, losses and liabilities under clause 19.5 exceed the sum
      due to the Consultant, the balance shall be a debt payable by the
      Consultant to the Customer.

	
       
	
       
	
       

	
      19.7 
	
      The Consultant may terminate this Agreement if the
      Customer fails to make a payment to the Consultant under this Agreement
      (which is not being disputed by the Customer in good faith) of an amount
      which remains due and unpaid sixty (60) days after a written notice from
      the Consultant to the Customer (issued not earlier than the date upon
      which the amount of that payment became due and payable and specifying the
      amount of the payment and the basis on which the Consultant considers it
      is entitled to that amount).

	
       
	
       
	
       

	
      19.8 
	
      Termination or expiry of this Agreement shall not affect
      the continued application of any provisions of this Agreement which
      expressly or impliedly survive termination or expiry.

	
       
	
       
	
       

	
      20. 
	
      Confidentiality

	
       
	
       
	
       

	
      20.1 
	
      The Consultant will maintain the confidentiality of all
      Confidential Information. The Consultant will keep Confidential
      Information safe in a secure place and properly protected against theft,
      damage, loss and unauthorized access and will keep all documents and other
      materials reproducing or incorporating Confidential Information separate
      from its own confidential information. The Consultant will use
      Confidential information solely for the purposes of considering,
      evaluating or carrying out the Services and not for any other purpose. The
      Consultant will not disclose any Confidential Information to any person or
      entity, except to the Consultant's employees, directors or professional
      advisers, in each case who have a need to have Confidential Information
      disclosed to them for the purposes of their role in respect of the
      Services and who agree to abide by nondisclosure terms at least as
      comprehensive as those set forth herein.

	
       
	
       
	
       

	
      20.2 
	
      In the event the Consultant intends to disclose
      Confidential Information to its employees, directors or professional
      advisers as outlined in Clause 20.1 above, the Consultant shall:

	
       
	
       
	
       

		
      (a) 
	
      advise the Customer of the identity and nationality of
      all persons to whom Confidential Information is intended to be disclosed
      for prior approval by the Customer;

	
       
	
       
	
       

		
      (b) 
	
      provide Customer with a signed acknowledgement from the
      person(s) to whom the Consultant intends to disclose Confidential
      Information in which such person(s) acknowledge their responsibility to
      abide by confidentiality requirements as set forth in this Agreement or to the similar
terms and conditions agreed upon between the Consultant and its employees,
directors or professional advisers, as the case may be; 



24 





		
      (c) 
	
      upon the request of the Customer, provide the Customer
      with a list of all persons to whom Confidential Information is disclosed
      and copies of the signed acknowledgements referenced in this Clause 20.2.;
      and

	
       
	
       
	
       

		
      (d) 
	
      ensure that its employees, directors or professional
      advisers are aware that Confidential Information so disclosed may be
      subject to and/or covered under Article 379 of the UAE Penal
  Code.

	
       
	
       
	
       

	
      20.3 
	
      The Consultant acknowledges and warrants:

	
       
	
       
	
       

		
      (a) 
	
      that the protections afforded by its internal
      confidentiality policies and/or confidentiality agreements with third
      parties are at least as comprehensive as those set forth in this
      Agreement;

	
       
	
       
	
       

		
      (b) 
	
      that the Consultant will remain liable for any breach of
      confidentiality by its employees or directors, whether or not the
      individual in question is in the employ or subsequently leaves the employ
      of the Consultant;

	
       
	
       
	
       

		
      (c) 
	
      that the Consultant will remain liable for any breach of
      confidentiality by its professional advisers; and

	
       
	
       
	
       

		
      (d) 
	
      the confidentiality obligations of the Consultant, its
      employees, directors or professional advisers shall survive the
      termination or expiration of this Agreement.

	
       
	
       
	
       

	
      20.4 
	
      The Consultant will not be liable for the disclosure of
      any Confidential Information which is:

	
       
	
       
	
       

		
      (a) 
	
      generally made available publicly by the Customer without
      restriction on disclosure;

	
       
	
       
	
       

		
      (b) 
	
      rightfully known to the Consultant prior to receipt from
      the Customer, without any limitation on disclosure, and pursuant to a
      legally binding contractual obligation with a third party entitled to
      disclose the same; or

	
       
	
       
	
       

		
      (c) 
	
      required to be disclosed by law, regulation or any
      Authority (including, without limitation, any securities exchange or the
      UAE Federal Authority for Nuclear Regulation), provided that so far as it
      is lawful and practical to do so prior to disclosure, the Consultant will
      promptly notify the Customer of such requirement with a view, so far as is
      reasonably practical, to providing the opportunity for the Customer
    to:

	
       
	
       
	
       

			
      (i) 
	
      contest, at its own cost and expense, such disclosure by
      the Consultant; or 
	
       



25 





	 	(ii) 	
      agree with the Consultant the proposed form, timing,
      content and purpose of the disclosure.




	
      20.5 
	
      The Customer has no obligation to disclose Confidential
      Information to the Consultant. The Customer may, at any time:

	
       
	
       
	
       

		
      (a) 
	
      cease giving Confidential Information to the Consultant
      without any liability; and/or

	
       
	
       
	
       

		
      (b) 
	
      request in writing the return or destruction of all or
      part of any Confidential Information previously disclosed, and all copies
      thereof, and the Consultant will at its own expense comply promptly with
      such request and, if so requested, certify in writing its
    compliance.

	
       
	
       
	
       

	
      20.6 
	
      Without prejudice to clause 20.5, the Consultant shall
      not be required to expunge Confidential Information from any computer,
      word processor or other similar device storing Confidential Information in
      electronic format, provided that the confidentiality of such
      electronically stored Confidential Information continues to be maintained
      by the Consultant in accordance with the terms of this Agreement and is
      not at any time copied, reproduced or summarised.

	
       
	
       
	
       

	
      20.7 
	
      Subject to clauses 20.1 and 20.4(c), the Consultant
      undertakes that without the Customer's prior written consent, it will not
      reveal to any person or entity or otherwise announce:

	
       
	
       
	
       

		
      (a) 
	
      the existence of this Agreement;

	
       
	
       
	
       

		
      (b) 
	
      the status or progress of the Services; or

	
       
	
       
	
       

		
      (c) 
	
      that Confidential Information has been
received.

	
       
	
       
	
       

	
      20.8 
	
      The Consultant will inform the Customer promptly if it
      becomes aware that Confidential Information has been disclosed to any
      person or entity, other than those permitted by clause 20.1.

	
       
	
       
	
       

	
      20.9 
	
      Without affecting any other rights or remedies that the
      Customer may have, the Consultant acknowledges that the Customer may be
      irreparably harmed by any breach of the terms of this clause 20 and that
      damages alone may not necessarily be an adequate remedy. Accordingly, the
      Consultant hereby acknowledges that injunctive relief, specific
      performance or other equitable relief in favour of the Customer may be an
      appropriate and necessary remedy for any threatened or actual breach of
      the terms of this clause 20.

	
       
	
       
	
       

	
      20.10 
	
      Without prejudice to clause 20.9, the Consultant shall
      indemnify the Customer in respect of any and all losses, liabilities,
      damages, fines, costs, expenses, demands, actions, proceedings or
      judgments arising out of or relating to any breach or non-performance by
      the Consultant of any terms of this clause 20.



26 





	
      20.11 
	
      The Consultant acknowledges that the Customer is required
      to adhere to the highest standards of safety, security and
      non-proliferation in developing a peaceful nuclear program in the UAE. Any
      unauthorised disclosure of Confidential Information may result in the
      Consultant contravening laws in the UAE or elsewhere.

	
       
	
       
	
       
	
       

	
      20.12 
	
      The Customer discloses Confidential Information without
      waiver of confidentiality and/or legal privilege which attaches to any of
      the Confidential Information.

	
       
	
       
	
       
	
       

	
      20.13 
	
      The provisions and obligations set out in this clause 20
      shall survive and remain in full force following the termination of this
      Agreement.

	
       
	
       
	
       
	
       

	
      21. 
	
      Anti-Corruption Provisions

	
       
	
       
	
       
	
       

	
      21.1 
	
      The following are Prohibited Acts for the purposes of
      this Agreement:

	
       
	
       
	
       
	
       

		
      (a) 
	
      offering, giving or agreeing to offer or give to, or
      accepting or agreeing to accept from, any person employed by or on behalf
      of the Customer, an Affiliate of the Customer, any public body or
      Authority any bribe, gift, gratuity, commission or consideration of any
      kind as an inducement or reward:

	
       
	
       
	
       
	
       

			
      (i) 
	
      for doing or not doing (or for having done or not having
      done) any act in relation to the obtaining or performance of this
      Agreement or any other agreement or arrangement relating to the Services;
      and/or

	
       
	
       
	
       
	
       

			
      (ii) 
	
      for showing or not showing favour or disfavour to any
      person in relation to this Agreement or any other agreement or arrangement
      relating to the Services;

	
       
	
       
	
       
	
       

		
      (b) 
	
      entering into this Agreement or any other agreement or
      arrangement with the Customer, an Affiliate of the Customer or any public
      body or Authority relating to the Services in connection with which
      commission has been paid or has been agreed to be paid by the Consultant
      or on its behalf or to its knowledge, unless before this Agreement is
      entered into, the particulars of any such commission and the terms and
      conditions of any such arrangement for the payment thereof have been
      disclosed in writing to the Customer and any relevant public body or
      Authority;

	
       
	
       
	
       
	
       

		
      (c) 
	
      committing any offence under any Applicable Laws creating
      offences in respect of fraudulent acts in relation to the obtaining or
      performance of this Agreement or any other agreement or arrangement
      relating to the Services; or

	
       
	
       
	
       
	
       

		
      (d) 
	
      defrauding or attempting to defraud or conspiring to
      defraud the Customer, an Affiliate of the Customer, any public body or
      Authority.

	
       
	
       
	
       
	
       

	
      21.2 
	
      The Consultant represents to the Customer that it has not
      committed any Prohibited Act in connection with its entry into this
      Agreement and covenants that it will not commit any Prohibited Act in
      connection with this Agreement.



27 





	
      21.3 
	
      Where a Prohibited Act is or has been committed by the
      Consultant or an Affiliate of the Consultant the Customer may terminate
      this Agreement forthwith pursuant to clause 19.3 without having to make
      further payment to the Consultant for any of the Services carried out
      prior to such termination notwithstanding the provisions of clauses 19.2
      and 19.5.

	
       
	
       
	
       

	
      21.4 
	
      Where a Prohibited Act is or has been committed by a
      sub-consultant, sub-contractor or by a staff member, servant or agent of
      the Consultant, an Affiliate of the Consultant, sub- contractor or
      sub-consultant, the Customer may give written notice to the Consultant of
      its intention to terminate this Agreement pursuant to clause 21.3 as if
      the Prohibited Act had been committed by the Consultant or Affiliate of
      the Consultant. The Customer may proceed to terminate this Agreement
      forthwith pursuant to clause 21.3, unless the Consultant terminates or
      procures the termination of the employment, appointment or involvement of
      the relevant sub-consultant, sub-contractor, staff member, servant or
      agent in relation to this Agreement within fourteen (14) days of receipt
      of such written notice. This clause 21.4 shall be subject to the proviso
      that any Prohibited Act committed by any person with the prior knowledge
      or approval of the directors and/or officers of the Consultant or an
      Affiliate of the Consultant shall be deemed to have been committed by the
      Consultant or Affiliate of the Consultant itself.

	
       
	
       
	
       

	
      22. 
	
      Export Regulations

	
       
	
       
	
       

	
      22.1 
	
      The Consultant shall comply with all applicable Export
      Control Laws and obtain all of the licenses, permits or authorisations
      that are required by such laws.

	
       
	
       
	
       

	
      22.2 
	
      Upon the Consultant's request, the Customer shall provide
      a statement specifying the ultimate consignee and purchaser.

	
       
	
       
	
       

	
      22.3 
	
      As required by any UAE Applicable Laws and in compliance
      with the UAE's international obligations, the Customer shall not re-export
      or transfer Services to:

	
       
	
       
	
       

		
      (a) 
	
      any embargoed countries that are specified in the Export
      Administration Regulations, and any applicable US Department of the
      Treasury, Office of Foreign Assets Control (OFAC) regulations;
or

	
       
	
       
	
       

		
      (b) 
	
      individuals or companies listed in the US Commerce
      Department's Denied Persons List
      (http://www.bis.doc.nov/dol/thedeniallistasp) Entity List (Supplement No.
      4 to 15 C.F.R. Part 744), Unverified List
      (http://www.bis.doc.gov/enforeement/unverifiedlist/unverified
      parties.htm1), or the OFAC List of Specially Designated Nationals and
      Blocked Persons (SDN List)
      (http://www.treas.gov/offices/enforcement/ofac/sdn).

	
       
	
       
	
       

	
      22.4 
	
      As required by any UAE Applicable Laws and in compliance
      with the UAE's international obligations, the Customer shall not use the
      Services for any of the activities proscribed by 15 CFR §744.2,
      (Restrictions on Certain Nuclear End-Uses), §744.3 (Restrictions on
      Certain Chemical And Biological Weapons End-Uses) or §744.4 (Restrictions
      on Certain Missile End-Uses) nor will it knowingly re-export or transfer
      the Services to parties that are involved in such
  activities.



28 





	
      22.5 
	
      The Consultant shall provide timely notification to the
      Customer before providing Export Controlled Information or National
      Security Information to the Customer. The notice shall inform the Customer
      of the information that must be controlled, the nature of the control that
      is required and the source of the requirements for control. Export
      Controlled Information and National Security Information that are provided
      to the Customer shall be properly marked and identified as is required by
      the competent export control authority.

	
       
	
       

	
      22.6 
	
      If the Consultant requires access to Export Controlled
      Information or National Security Information that is under the cognizance
      of the Customer, the Consultant must have a security plan governing such
      information that is acceptable to the Customer.

	
       
	
       

	
      23. 
	
      General

	
       
	
       

		
      The Parties acknowledge and agree that the terms and
      conditions of this Agreement have been freely, fairly and thoroughly
      negotiated. No provision in this Agreement is to be interpreted against
      any Party because the original draft of this Agreement or a provision was
      put forward by such Party and mutual releases or exclusions of liability
      are not to be construed against the Party in fact relying on
  them.

	
       
	
       

	
      24. 
	
      Entire Agreement

	
       
	
       

	
      24.1 
	
      This Agreement constitutes the entire agreement among the
      Parties and supersedes all prior agreements, understandings, negotiations
      and discussions, whether oral or written, of the Parties relating to the
      subject matter of this Agreement.

	
       
	
       

	
      24.2 
	
      Each of the Parties acknowledges and agrees that there
      are no warranties, representations or other agreements between the Parties
      in connection with the subject matter of this Agreement except as
      specifically provided herein and that in entering into this Agreement it
      did not rely on any pre-contractual representation or statement.

	
       
	
       

	
      24.3 
	
      Liabilities for, or any remedy in respect of, fraudulent
      misrepresentation is not hereby excluded.

	
       
	
       

	
      25. 
	
      Partial Invalidity

	
       
	
       

	
      25.1 
	
      If any provision of this Agreement shall be invalid,
      illegal or unenforceable in any respect under any law, neither the
      validity, legality and enforceability of the remaining provisions nor the
      validity, legality and enforceability of such provision under the law of
      any other jurisdiction will in any way be affected or impaired.

	
       
	
       

	
      25.2 
	
      In the event that any portion or all of this Agreement is
      held to be illegal, void or unenforceable, the Parties agree to negotiate
      in good faith to reach an equitable agreement which shall reflect the
      intent of the Parties as set forth in this Agreement.

	
       
	
       

	
      26. 
	
      Remedies and Waivers

	
       
	
       

		
      No failure on the part of a Party to exercise and no
      delay in exercising, and no course of dealing with respect to, any right
      or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right
or remedy under this Agreement prevent any other or further exercise or the
exercise of any other right or remedy. The rights or remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided by
law. 



29 





	
      27. 
	
      Amendments and Waivers

	
       
	
       

		
      This Agreement may be amended, modified, supplemented or
      be subject to a waiver only by an agreement in writing signed by each
      Party.

	
       
	
       

	
      28. 
	
      Further Assurances

	
       
	
       

		
      Each Party shall promptly execute and deliver all such
      documents, and do all such things, as the other Party may from time to
      time reasonably require for the purpose of giving full effect to this
      Agreement.

	
       
	
       

	
      29. 
	
      Costs

	
       
	
       

		
      Each Party shall pay its own costs in connection with the
      negotiation, preparation, execution, implementation and performance of
      this Agreement and the transactions contemplated by it.

	
       
	
       

	
      30. 
	
      Arbitration

	
       
	
       

	
      30.1 
	
      In the event of any dispute, difference, controversy or
      claim arising out of or in connection with or relating to this Agreement,
      including the breach, termination or invalidity thereof (Dispute), any
      Party may serve formal written notice on the other Party that a Dispute
      has arisen (the Notice of Dispute).

	
       
	
       

	
      30.2 
	
      The Parties shall use all reasonable endeavours to
      resolve the Dispute on an amicable basis.

	
       
	
       

	
      30.3 
	
      The Parties shall within ten (10) days of the Notice of
      Dispute hold a meeting (the Dispute Meeting) in an effort to resolve the
      dispute. Each Party shall use all reasonable endeavours to send a
      representative to the meeting who has the authority to settle the Dispute
      at the Dispute Meeting.

	
       
	
       

	
      30.4 
	
      Any Dispute not resolved within forty (40) days after
      service of the Notice of Dispute, whether or not a Dispute Meeting has
      been held, may be referred to and finally resolved by arbitration under
      the rules of the Abu Dhabi Commercial Conciliation and Arbitration
      Centre's Procedural Regulations (the Rules) before a single arbitrator who
      shall be appointed in accordance with the Rules. The place of arbitration
      shall be Abu Dhabi and the language of the arbitration shall be English.
      The Parties waive the right of appeal to any court in any jurisdiction,
      insofar as such waiver can validly be made.

	
       
	
       

	
      30.5 
	
      The Parties undertake to keep confidential all awards in
      any arbitration, together with all materials in the proceedings created
      for the purpose of the arbitration and all other documents produced by
      another Party in the proceedings not otherwise in the
  public domain, save and to the extent that disclosure may be required
of a Party by legal duty, to protect or pursue a legal right or to enforce or
challenge an award in bona fide legal proceedings before a state court or other
judicial or regulatory authority. 



30 





	
      30.6 
	
      Any arbitrator appointed in accordance with this clause
      30 shall have the power to order in his award that all or part of the
      arbitration and legal costs (including legal fees and disbursements)
      (Arbitration Costs) incurred by a Party be paid by another Party. The
      arbitrator shall determine and fix the amount of each item comprising such
      Arbitration Costs on such reasonable basis as he thinks fit and shall make
      his order on Arbitration Costs on the general principle that Arbitration
      Costs should reflect the Parties' relative success and failure in the
      award or arbitration, except where it appears to the arbitrator that in
      particular circumstances this general approach is inappropriate. Any order
      for Arbitration Costs shall be made with reasons in the award containing
      such order.

	
       
	
       
	
       

	
      30.7 
	
      This clause 30 shall survive the expiration or
      termination of this Agreement and in such event shall be treated as an
      independent arbitration agreement. This clause 30 shall not be regarded as
      invalid, non-existent or ineffective in the event that the rest of this
      Agreement is invalid, or did not come into existence or has become
      ineffective, and shall for that purpose be treated as a distinct
      agreement.

	
       
	
       
	
       

	
      31. 
	
      Notices and Consents

	
       
	
       
	
       

	
      31.1 
	
      A notice or other communication to be made under or in
      connection with this Agreement:

	
       
	
       
	
       

		
      (a) 
	
      shall be in writing in the English language (or be
      accompanied by a properly prepared translation into English upon which the
      recipient may rely for all purposes);

	
       
	
       
	
       

		
      (b) 
	
      shall be sent for the attention of the person, and to the
      postal address, email address (but only where the email attaches the
      instruction, notification, agreement, authorisation, approval or
      acknowledgement as a "PDF" document) or fax number, set out in Schedule 1
      (Particulars) (or for the attention of such person or to such other postal
      address, email address or fax number as the Party may notify to the other,
      such notice to take effect five (5) days from the notice being received);
      and

	
       
	
       
	
       

		
      (c) 
	
      shall be delivered personally, sent by fax, sent by
      email, sent by pre-paid first- class post, recorded delivery or registered
      post or (if the notice is to be served by post outside the country from
      which it is sent) sent by registered airmail by courier.

	
       
	
       
	
       

	
      31.2 
	
      A notice or other communication is deemed to have been
      received:

	
       
	
       
	
       

		
      (a) 
	
      if delivered personally, at the time of
  delivery;

	
       
	
       
	
       

		
      (b) 
	
      in the case of a fax (but only if received in legible
      form and if receipt is confirmed by return fax transmission), at the time
      of transmission;



31 





		
      (c) 
	
      in the case of email upon the generation of a receipt
      notice by the recipient's server or, if such notice is not so generated,
      upon delivery to the recipient's server;

	
       
	
       
	
       

		
      (d) 
	
      in the case of pre-paid first class post, recorded
      delivery or registered post, five (5) days from the date of posting;
    or

	
       
	
       
	
       

		
      (e) 
	
      in the case of registered airmail by courier, five (5)
      days from the date of posting.

	
       
	
       
	
       

	
      31.3 
	
      If deemed receipt under the previous paragraphs above of
      this clause 31 is not within business hours (meaning 9:00 a.m. to 5:30
      p.m.) on a Business Day, notice is deemed to have been received on the
      immediately following Business Day.

	
       
	
       
	
       

	
      31.4 
	
      Any approval, certificate, consent and/or determination
      given by either Party pursuant to this Agreement shall not be unreasonably
      withheld or delayed.

	
       
	
       
	
       

	
      32. 
	
      Counterparts

	
       
	
       
	
       

		
      This Agreement may be executed in any number of
      counterparts and by the different Parties on separate counterparts, each
      of which when executed and delivered shall be an original, and all the
      counterparts shall together constitute one and the same
  instrument.

	
       
	
       
	
       

	
      33. 
	
      Third Party Rights

	
       
	
       
	
       

		
      Except as may be expressly provided for in this
      Agreement, a person who is not a Party to this Agreement has no right to
      enforce or to enjoy the benefit of any term of this Agreement.

	
       
	
       
	
       

	
      34. 
	
      Governing Law

	
       
	
       
	
       

		
      This Agreement is governed by, and construed in
      accordance with, the laws of the Emirate of Abu Dhabi and the federal laws
      of the UAE as applied in the Emirate of Abu Dhabi.



32 




SIGNATORIES 

WHEREAS, this Agreement has been signed by the duly
authorized representatives of the Parties the day and year first before written.

SIGNED for and on behalf of

EMIRATES NUCLEAR ENERGY CORPORATION 


	By: 	 /s/ Amar Al Subimaw for Mohamed Al Zaabi 
	Name: 	Mohamed Al Zaabi 
	Title: 	Procurement & Contracts Management Member    
	Date: 	November 4, 2013 
	  	  
	SIGNED for and on behalf of 
	  	  
	LIGHTBRIDGE CORPORATION 
	  	  
	By: 	 /s/ Seth Grae 
	Name: 	Seth Grae 
	Title: 	President & CEO 
	Date: 	25 October 2013 



33 




Schedule 1 
(Particulars) 

	1. 	
      Type of Consultant



The Consultant is a Nuclear Energy
advisor. 

	2. 	
      Nominated Personnel



The below individuals are Nominated
Personnel for the purposes of this Agreement: 

The proposed primary Surveillance Team
will consist of: 

*[Redacted]* 

*[Redacted]* 

	3. 	
      Key Personnel



The below individuals are Key Personnel
for the purposes of this Agreement: 

*[Redacted]* 

*[Redacted]* 

	4. 	
      Representatives



The Customer's Representative is: 

Mr. Guerman Kornilov — Nuclear Fuel
Procurement Manager 

The Consultant's Representative is:

Jonathan Baggett 

The Consultant's Deputy Representative
is: 

James Malone 

	5. 	
      Notices



The Customer's address for service is:

EMIRATES NUCLEAR ENERGY CORPORATION


Attention: Mr. Guerman Komilov 

_____________________________
*
*[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. 

34 




PO Box 112010 
9th Floor, Mammoura B

Al Muroor Road 
Abu Dhabi 
United Arab Emirates 

Tel.: +971 2 6595 555 
Fax: +971 2
6595 666 

The Consultant's address for service
is: 

Attention: Mr. Jonathan Baggett

Lightbridge Corporation 
1600 Tysons Blvd. Suite 550 
Mclean, VA 22102

USA 

Tel.: +971 2 6595 555 
Fax: +971 2
6595 666 

	6. 	
      Limitation



The Consultant's limit of liability is:

an amount equal to 1 time the Fee. 

	7. 	
      Insurance



The Consultant is required to take out
professional indemnity insurance with a limit of indemnity of no less than
FIVE MILLION US DOLLARS (US$ 5,000,000) for each and every occurrence
from the date of commencement of the Services until one month after completion
of Services. 

	8. 	
      Commencement &
Duration




	 	Commencement Date: 	November 1, 2013 
	 	Duration: 	December 31, 2013 


35 




Schedule 2 
(Scope of Services) 



	
    PART I 

	
    General Requirements to the Basic Service 

	
     



This Schedule 2 (Scope of Services) describes, without
limitation, the nature of the Services to be executed by the Consultant pursuant
to this Agreement. It is intended to provide a summary and general description
of the Services and to highlight factors of particular importance which the
Consultant must take into account in performing the Services. The requirements
identified and set out in this Schedule 2 (Scope of Services) shall be regarded
as the minimum Services or minimum standards of performance required to be
executed or satisfied by the Consultant under this Agreement. This scope of
Services shall not be taken to comprise all of the Consultant's obligations
under this Agreement, which must be construed in light of this Agreement read in
its entirety.  

Subject only to Variation instructions, any part or aspect of
the Services not expressly detailed in the documents furnished to the Consultant
or not specified in this Agreement but necessary for the proper performance and
completion of the Services according to the provisions of this Agreement and
internationally accepted economic and demographic consulting practices and
necessary to ensure that the Services are fit for the purpose for which they are
intended shall be performed by the Consultant and are deemed to be included in,
and to form part of, the Services.  

Pursuant to clause 4.8, the Consultant shall submit monthly
Risks and Opportunities reports to the Customer in the format set out below:

Risk description: 

Describe the impact of this 

risk: 

Describe the likelihood of 

occurrence: 

____________________

Opportunity description: 

Describe the impact of this 

opportunity: 

Describe the likelihood of 

occurrence: 


36 





	 
	
    PART II 

	
    The Basic Services 

	
     



Scope of Services 

Based on the ENEC requirements as presented in the ITT and
three Bulletins, the following Scope of Services has been developed.  


Part I: General Requirements to the Basic
Services

The Surveillance Team will provide technical and quality
assessment of the conversion of UF6 to UO2 to be performed at the Westinghouse
Springfields facility during the period of November —December 2013. The
surveillance will be performed to ensure that the Westinghouse activities are
consistent with the Westinghouse QMS and related Level 2 and Level 3 procedures,
consistent with industry standards and practices. The goal of these services
will be to ensure that the converted UO2 delivered to KNF for use in the KNF
pellet production qualification tests has been properly handled and well
characterized to ensure that it will be representative of the material to be
supplied by Springfields to the initial ENEC cores. As part of the surveillance
activities, the Surveillance Team will provide ENEC with a Risks and
Opportunities report in the format specified by ENEC. The potential impact of
any identified risks and their likelihood of occurrence will be summarized.
Additionally, any identified opportunities, their potential impact and
likelihood of occurrence will also be summarized. Due to the limited duration of
the oversight at Springfields provided under this portion of the ENEC ITT, only
one such report is expected and it may be included as part of the Final
Oversight Summary Report.  


Part II Basic Services

The WEC/SFL manufacturing activity is the conversion of
approximately 2,500 to 4,500 kgU EUP from UF6 to UO2 powder. This task is to be
completed in November — December 2013. The Surveillance Team will provide
technical and quality surveillance oversight services related to Westinghouse
Springfields manufacturing activities for ENEC by conducting quality
surveillance (QS) and where appropriate quality assurance (QA) functions during
all stages of UF6 to UO2 powder conversion process that include:  

	
    
	
      • 
	
      Review and evaluation of the Springfields quality and
      manufacturing procedures to be used in the conversion process and in
      handling the ENEC materials. Identified issues and gaps will be reported
      to ENEC and Westinghouse. 

	
       
	
       
	
       

	
    
	
      • 
	
      Review and evaluation of the Springfields conversion
      process qualifications including identification of the process and product
      critical parameters. This is particularly important to ensure that the UO2
      powder used in the KNF pellet qualification testing is consistent with
      that which will be provided by Springfield for the ENEC full core fuel
      fabrication campaigns. 

	
       
	
       
	
       

	
    
	
      • 
	
      As Springfields has equipment that employees multiple
      conversion processes, identify which process will be used for the planned
      production materials in 2015 and 2016. This will help assure the applicability of the KNF pellet production
testing to the final full core production. 




37 





	 	       	       
	
    
	
      • 
	
      Comparison of Springfields manufacturing processes with
      industry best practices; Performance of the onsite surveillance during all
      stages of UF6 to UO2 powder conversion process. 

	
       
	
       
	
       

	
    
	
      • 
	
      Verification of Springfield compliance with all
      applicable standards and procedures during the conversion operations.    

	
       
	
       
	
       

	
    
	
      • 
	
      The intent of the *[Redacted]* surveillance activities is to
      provide additional assurance that the WEC/SFL conversion activities are in
      compliance to: ASME NQA-I 1994 with 1995 Addendum, ISO 9001, ISO 14001, as
  applicable. 



Please note: The development of the resource requirements for
this Tender are based upon what is believed to be a reasonable assumption for
the length of time required for the conversion of the limited quantity of
material specified by ENEC. It is expected that ENEC will use their best efforts
to work with Springfields to schedule the conversion activities to be completed
within this time period.  


Part III Deliverables:  

The proposed *[Redacted]* Scope of Work defines three (3) Deliverables:

	
     
	
    (1) 
	
      Surveillance Plan: General plan prepared based on review
      of available Springfields Level 1 (Westinghouse QMS Manual) and Level 2
      (Westinghouse and Springfields) procedures and Springfields conversion
      process qualification documents. The intent is for this plan to be
      available prior to or concurrent to the start of surveillance observation
      at Springfields, dependent upon availability of Westinghouse and
      Springfields documents.

	
     
	
     
	
     

	
     
	
    (2) 
	
      Surveillance Performance: Actual observation of
      Springfields conversion process for ENEC UF6 cylinders, including review
      of applicable SFL Level 3 procedures, relevant Springfields production,
      quality, and certification documents, and review of powder packing process
      to ensure powder integrity and quality will be maintained during shipment
      to KNF.

	
     
	
     
	
     

	
     
	
    (3) 
	
      Surveillance Report: Final report summarizing
      observations from the surveillance as well as recommendations for ENEC
      consideration. This report will be provided to ENEC within thirty (30)
      days following completion of the surveillance.



Knowledge Transfer: 

Due to the limited duration and scope of the requested quality
surveillance services to be performed at the Westinghouse Springfields
facilities, it is recommended that the Knowledge Transfer aspects of this
activity be provided to ENEC in the form of the Surveillance Plan and
Surveillance Summary Report. These documents will clearly identify the approach
used by the team to prepare for and perform the surveillance at Springfields. It
will also identify the relevant Westinghouse documents needed to support the Knowledge Transfer
aspects of the actual fuel fabrication process to follow.

_________________________________________

    * *[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.



38 








Additional Recommendation 

Based on the extensive *[Redacted]*
experience with nuclear fuel production process implementations, particularly
with UO2 pellet production, it is strongly recommended that ENEC consider
performance of a detailed technical review and direct quality surveillance of
the pellet production qualification testing that will be performed by KNF with
the Springfields supplied UO2 powder. This task is outside the scope of work
requested by ENEC in the ITT, but it is considered an important action for ENEC
to take to ensure success of the full core production activities. This review
could also be performed as part of the preparation for the planned production
oversight activities included in the second phase of the ENEC ITT.  

Key Personnel 

  The Lightbridge/*[Redacted]* Surveillance
Team 

In response to the ENEC ITT requested Scope of Services,
Lightbridge/*[Redacted]* proposes the formation of a team of *[Redacted]* highly
experienced *[Redacted]* senior consultants, backed up by *[Redacted]* additional
members of the *[Redacted]* staff, to provide the quality surveillance of the
Springfields UF6 conversion activities.  

The proposed primary Surveillance Team will consist of: 

	
     
	
    - 
	
    *[Redacted]* 

	
     
	
    - 
	
    *[Redacted]* 



The proposed secondary (backup) Surveillance Team members will
consist of:  

	
     
	
    - 
	
    *[Redacted]* 

	
     
	
    - 
	
    *[Redacted]* 



All *[Redacted]* proposed Surveillance Team members are
considered "key" personnel. The proposed surveillance is expected to be
performed by the identified primary members. General resumes for the proposed
team members are provided below.  

*[Redacted]* 

*[Redacted]* 

*[Redacted]* 


_________________________________________

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


39 





	 
	
    PART III 

	
      

	
    Deliverable    

	
      The Consultant shall carry out the Services and achieve
      or submit each of the Deliverables set out below by the relevant date for
      such Deliverable to be delivered to Customer's Representative.  




	 	 
	
    Deliverable 
	
    Date 

	
     
	
     

	
    (1) 
	
    Surveillance Plan 
	
    TBD 

	
     
	
     
	
     

	
    (2) 
	
    Surveillance Performance 
	
    TBD 

	
     
	
     
	
     

	
    (3)    
	
    Surveillance Report 
	
    TBD  






40 


Schedule 3 
Pricing 

	1. 	
      The Fee



The Consultant's Fee shall be a fixed
lump sum of TWO HUNDRED FIFTY TWO THOUSAND NINETEEN DIRHAMS (AED
252,019) and, subject to paragraph 3, is inclusive of all expenses
payable by the Customer and is comprised as follows: 


	 	DELIVERABLES 	AMOUNT (AED) 
	 	 	 
	 	De-conversion to UO2 powder at SFL 	252,019 




	2. 	
      Invoices

	 	 
	2.1 	
      The Consultant shall submit monthly invoices for the Fee
      within ten (10) Business Days of the end of the calendar month during
      which Services are completed together with details of the identities of
      the personnel who have performed Services during that period and the
      payment which the Consultant considers is due accordingly.

	 	 
	2.2 	
      The Consultant shall submit invoices and any queries
      thereof to the following address (with one copy electronically submitted
      to the below email address) in one (I) original, clearly stamped
      'ORIGINAL' and two (2) copies:



EMIRATES NUCLEAR ENERGY CORPORATION
(ENEC) 

Attention: Accounts Payable 
PO Box
94075 
1st Floor, Mammoura B 
Al Muroor Road 
Abu Dhabi 
United Arab
Emirates 

Tel.: +971 2 6595 555 
Fax: +971 2
6595 666 
Email: accounts.payable@enec.gov.ae

	2.3 	
      The invoices shall:

	 	 	 
		(a) 	
      bear reference to this Agreement number and the title and
      name of the Customer's Representative;

	 	 	 
		(b) 	
      be supported by all necessary documentation to enable the
      Customer to review and accept them;

	 	 	 
		(c) 	
      clearly state for which Services payments are
      required;

	 	 	 
		(d) 	
      state the bank details where the payments are to be made;
      and



41 





		
      (e) 
	
      be signed by an authorized person from the
      Consultant. 

	
       
	
       

	
      3. 
	
      Reimbursable Expenses [Not Applicable]

	
       
	
       

	
      3.1 
	
      Not Applicable

	
       
	
       

	
      3.2 
	
      Not Applicable

	
       
	
       

	
      4. 
	
      Limit on Expenses

	
       
	
       

		
      Not Applicable

	
       
	
       

	
      5. 
	
      Varied Services



Any adjustment to the Fee for Varied
Services shall be calculated according to hourly rates as follows: 

	 	Principal Consultant: 	AED *[Redacted]* 
	 	Senior Consultant: 	AED *[Redacted]*


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

42