Lightbridge Corp.: Exhibit 10.26 - Filed by newsfilecorp.com






Exhibit 10.26 

STRATEGIC ALLIANCE AGREEMENT 

This STRATEGIC' ALLIANCE
AGREEMENT (including the exhibits and schedules hereto, this "Agreement")
is made and entered into this 16 day of August. 2012 (the "Effective
Date") by and between Lightbridge Corporation, a Nevada Corporation
("Lightbridge"), and Lloyds Register FNMA, acting through its office in
Abu Dhabi ("Lloyds" and. together with Lightbridge. the
"Parties"). 

BACKGROUND 

Lightbridge and Lloyds believe
that, by cooperatively combining their considerable experience, expertise and
financial and market resources, they can increase the volume of business they
can conduct in in the area of nuclear consulting and strategic advisory services
in the United Arab Emirates. Accordingly, in consideration of the foregoing and
of the mutual representations, warranties, covenants and agreements contained in
this Agreement and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound by this Agreement, agree as follows: 

ARTICLE I 
DEFINITIONS 

As used in this Agreement: 

"Affiliate" shall mean,
with respect to any referenced Person, any other Person that directly or
indirectly, through one or more intermediaries, controls, is controlled by or is
under common control with such referenced Person. 

"Business Day" shall mean
any day other than a Saturday, a Sunday or a day on which commercial banks in
New York or London are generally authorized or required to close. 

"Confidential Information"
shall mean, as to any Party as a Recipient, (a) all non-public written,
graphic, oral, electromagnetic or other information (including technical,
financial and business information regarding models, market studies, business
plans. clients' names, reports, plans. projections, data or any other
information) relating to the business, strategy, prospects or plans of the other
Party or any of the other Party's Affiliates and (b) any reproductions, copies,
notes, analyses, work papers. compilations, studies, interpretations or any
other document or information derived from any of the foregoing. 

"Project" shall mean any
undertaking involving the provision of nuclear consulting or strategic advisory
services to any entity in the United Arab Emirates. 

"Government Authority"
shall mean any national, federal, provincial, state, prefectural or
municipal governmental tribunal or organization, or any political subdivision.
instrumentality. Ministry, department, legislative body, agency, court,
tribunal, authority, corporation, commission or other body or entity of, or
under the direct or indirect control of, any of the foregoing, including any
central bank or other fiscal, monetary or other authority. 

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“Law” shall mean any law,
statute, ordinance, act, legislation, bill, enactment, policy, treaty,
international agreement, ordinance, judgment, injunction, award, decree, rule,
regulation, interpretation, determination, requirement, writ or order of, or any
term of any license or permit issued by, any Government Authority. 

“Person” shall mean any
individual, corporation, partnership, limited liability company, joint venture,
association, trust, unincorporated organization or other entity. 

"Recipient" shall mean
each Party. whenever it has received or is receiving Confidential Information
directly or indirectly from the other Party or any of its Affiliates.


ARTICLE II 
GENERAL SCOPE; RELATIONSHIP OF THE
PARTIES 

Section 2.1      General Scope.
During the term of this Agreement, the Parties shall actively seek attractive
Projects and, in pursuit of any potential Project, shall promote the
Lightbridge-Lloyds strategic alliance whenever given the opportunity to do so.
Each Party shall present to the other Party every potential Project which such
Party desires to pursue. 

Section 2.2      Relationship of
Parties. With respect to any Project, regardless of which Party
identified such Project, the Parties agree that Lloyds shall act as prime
contractor on any Project and that Lightbridge shall have a right of first
refusal to participate in such Project as a sub-contractor to Lloyds, and shall
be entitled to perform such work which would generate up to twenty-five percent
(25%) of the total fees payable to Lloyds as general contractor under the
Project. 

Section 2.3      Identification of
Projects. Upon identification of a Project, the Parties shall jointly
prepare a proposed plan for the acquisition and execution of the Project, which
shall include a detailed forecasted budget therefore. Upon the award of a prime
contract regarding a Project to Lloyds, the Parties shall attempt in good faith
to negotiate and enter into a subcontract agreement whereby the scope of
Lightbridge's services on the Project, and compensation to Lightbridge
therefore, shall be specified. 

Section 2.4      No Commitment. Notwithstanding anything to the contrary, the Parties understand and agree
that each Party shall have the right, at all times and in their sole and
absolute discretion, to pursue or not pursue or continue with or not continue
with a Project and that neither Party shall have any obligation or liability to
the other Party arising out of or relating to a decision not to pursue a Project
for any reason. Each Party agrees that it shall not pursue any damages against
the other Party or any of its Affiliates arising out of or relating to a
decision by such Party or any of its Affiliates not to pursue or continue with a
Project, regardless of' the reason for such decision. 

ARTICLE III 
COMPLIANCE WITH LAWS 

Each Party shall, and shall
cause its Affiliates to. at all times, comply in all respects with all
applicable Laws in connection with the transactions contemplated by this
Agreement. Without limiting the generality of the foregoing, each Party (the
"Relevant Party") shall not, and shall cause its Affiliates not to, do or cause to be done
any of the following in connection with the transactions contemplated by this
Agreement: (a) directly or indirectly through any other Person. pay, offer to
pay, promise to pay, or authorize the payment of any monies or anything of value
to any official or employee of any Government Authority or any political party
or candidate for political office for the purpose of illegally or improperly
inducing or rewarding any action by such official, employee or candidate
favorable to the Relevant Party or any of its Affiliate or (b) take any other
action that, if taken by a Person subject to United States law, would violate
the United States Foreign Corrupt Practices Act. Each Party acknowledges and
agrees that is familiar with the United States Foreign Corrupt Practices Act. 

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ARTICLE IV 

CONFIDENTIALITY 

Section 4.1      Obligation to
  Maintain and Protect Confidentiality. The Recipient agrees that it shall
  receive, protect and maintain the Confidential Information in the strictest
  confidence. The Recipient agrees to keep all of the Confidential Information
  confidential, not to use that Confidential Information other than for the
  purpose of this Agreement and not to disclose the same to any Person other than
  in accordance with this Agreement without the prior written consent of the Party
from whom such Confidential Information was received, unless: 

(a)     
the Recipient is required to make the disclosure by Law or under any
administrative guideline or directive (whether or not having the force of Law)
the observance of which, if not having the force of Law, is in accordance with
the practice of responsible persons similarly situated; 

(b)     
the disclosure is necessary for the purpose of obtaining any consent,
authorization, approval or license from any Government Authority with respect to
the transactions effected pursuant to this Agreement; 

(c)      it
is necessary that the disclosure be made to any taxation or fiscal authority;


(d)     
the disclosure is made in accordance with Section 4.3 to the officers,
employees, or agents of the Recipient, or to the professional advisors of the
Recipient for the purpose of obtaining professional advice in
relation to this Agreement or any matter the subject thereof or otherwise for
the purpose of consulting those professional advisors;

 (e)       the disclosure is
  necessary or desirable in relation to any procedure for discovery of documents
  and any proceedings before any court, tribunal (including any arbitral tribunal)
  or regulatory body; or 

In respect of any Confidential Information to be disclosed by
the Recipient pursuant to the exceptions referred to in this Section 4.1, the
Recipient must, prior to such disclosure, notify the Party from whom the
Confidential Information was received of the need or intention to disclose. 

Section 4.2      Exceptions to
Confidentiality. The confidentiality provisions contained in this
Agreement do not apply to information or details of the Confidential Information
which: 

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(a)     
are part of the public domain at the time acquired by the Recipient; 

(b)     
are not acquired by the Recipient. either directly or indirectly, from the
disclosing Party or its Affiliates; 

(c)     
are made known to the Recipient by a Person who did not acquire knowledge of the
information or of the details, either directly or indirectly, under an
obligation of confidentiality or has an independent right to disclose same; 

(d)     
after being made known to the Recipient, becomes part of the public domain
through no fault of the Recipient or of any Person to which the Recipient has
disclosed details of the Confidential Information; or 

(e)     
the Recipient can establish were in its possession prior to the date of
disclosure of such details by the disclosing Party. 

Section 4.3      Disclosure to
Affiliates; Safekeeping. The Recipient agrees that prior to disclosure of
Confidential Information to any Affiliate, it will inform the Affiliate of the
confidential nature of the Confidential Information and require such Affiliate
to treat the Confidential Information as confidential according to this
Agreement as if such Affiliate were a Recipient. The Recipient shall, and shall
cause each of its Affiliate to, use its best endeavors to procure and ensure at
all times the safe and confidential storage of Confidential Information in their
possession or control. Without limiting the foregoing, the Recipient shall, and
shall cause its Affiliate to, safeguard the Confidential Information to the same
extent as if it were information of or pertaining to the Recipient. and the
Recipient acknowledges that the release, publication or dissemination of the
Confidential Information could be harmful to a Project or a Party. 

Section 4.4       Return of
Confidential Information. The Recipient agrees that upon the written request
of the disclosing Party it will promptly (a) return all Confidential Information
and any and all copies thereof to the disclosing Party and shall require each of
its Affiliate to do likewise or (b) destroy the same and deliver a certificate
of destruction to the disclosing Party. 

Section 4.5       Survival of
Confidentiality Obligations. This Article IV shall survive termination of
this Agreement. 

ARTICLE V 
EVENTS OF DEFAULT; TERM AND TERMINATION


Section 5.1       Events of Default. Each of the following events constitutes an event of default (an "Event
of Default") by a Party (the "Defaulting Party") under this
Agreement: 

5.1.1      the Defaulting Party fails to perform in any material
  respect any obligation under this Agreement. or any representation or warranty
  made by the Defaulting Party in this Agreement is untrue in any material
  respect, and such failure is not cured within 30 days after the non-Defaulting
  Party notifies the Defaulting Party of such failure; or

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5.1.2       the
Defaulting Party: 

(a)     
files a petition or otherwise commences, or authorizes or acquiesces in the
commencement of. a proceeding or cause under any bankruptcy, winding up,
liquidation. insolvency, receivership or similar law for the protection of
creditors or has such a petition filed or proceeding commenced against it.
which, in the case of an involuntary petition or proceeding, remains undismissed
and unstayed for 90 days; or 

(b)      is
otherwise adjudicated insolvent or unable to pay its debts as they become due,
otherwise makes an assignment for the benefit of its creditors or is dissolved
or otherwise terminated. 

Section 5.2        Remedies. Upon
the occurrence and during the continuation of any Event of Default, the
non-Defaulting Party may immediately terminate this Agreement by giving notice
to the Defaulting Party. The non-Defaulting Party's remedy set forth in the
immediately preceding sentence is not intended to be exclusive and is in
addition to, and may be exercised concurrently with, any other right or remedy
that may otherwise be available to the Non-Defaulting Party at law or in equity.
Without limiting the foregoing and for the avoidance of doubt, the
Non-Defaulting Party may recover damages against the Defaulting Party even if
this Agreement is terminated (including damages arising out of such
termination). 

Section 5.3       Term and
Termination. This Agreement is effective on the Effective Date and shah
continue in effect until the earlier of (a) the fifth (5th)
anniversary of the Effective Date, and (b) termination by either Party for any
reason upon thirty (30) days' written notice to the other Party; provided,
however, that no Party shall be able to terminate this Agreement so long as
such Party is a Defaulting Party under this Agreement. The occurrence of the
Termination Date shall not relieve either Party of any unfulfilled obligation or
undischarged liability of such Party relating to the period prior to the
Termination Date. 

ARTICLE VI 
NOTICE 

Section 6.1       Notices. All
notices, consents, demands or other communications (collectively, the
"Notices") made pursuant to this Agreement shall be in writing, in the
English language and signed and correctly dated by the Party sending same. All
Notices shall he delivered personally (by courier or otherwise) or by facsimile
to the receiving Party at the address given below: 

	If to Lightbridge 	With copy to: 
	Addressed to: 	  
	  	  
	Lightbridge Corporation 	Pillsbury Winthrop Shaw Pittman LLP 
	1600 Tysons Boulevard 	2300 N Street, NW 
	Tysons Corner, VA 22102 	Washington, DC 20037 
	Attn: James D. Guerra 	Attn: Louis A. Bevilacqua 
	Tel.: 571-730-1200 	Tel.: 202-663-8158 


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	If to Lloyds 	With copy to: 
	Addressed to: 	  
	  	  
	Energy Area Business Manager 	Global Nuclear Director 
	Lloyd's Register, EMEA 	Lloyd's Register 
	Festival Office Tower, Suite 2001 	71 Fenchurch Street 
	Dubai Festival City 	London 
	Al Rebat Street 	EC3M 4BS 
	Ras Al Khor, Deira 	United Kingdom 
	Dubai 	Tel: +44 20 7423 1677 
	United Arab Emirates 	  
	Tel.: +971 4 701 4236 	  


Section 6.2        Effective Date of
Notices. Any Notice delivered personally shall be deemed to have been
given on the date it is so delivered, or upon attempted delivery if acceptance
of delivery is refused, and any notice delivered by facsimile transmission shall
be deemed to have been given on the first Business Day it is received (or on the
first Business Day after it is received, if received on other than a Business
Day). Notice given in any other manner shall be deemed to have been given on the
first Business Day it is received (or on the first Business Day after it is
received, if received on other than a Business Day). 

Section 6.3       Change of Address
for Notices. A Party may change the address to which Notices hereunder are
to be sent to it by giving Notice of such change of address in the manner
provided in Section 11.1. 

ARTICLE VII 
MISCELLANEOUS 

Section 7.1        No Partnership; No
Agency. Nothing contained in this Agreement shall be construed so as to
create a partnership, joint venture or common enterprise between the Parties.
Neither Party shall be liable for the debts or obligations of the other Party.
Each Party shall limit its activities pursuant to the terms of this Agreement to
that of the functions and related services expressly set forth herein. Without
limiting the foregoing, neither Party is authorized to assume or create any
obligation, liability, or responsibility, expressed or implied, on behalf of or
in the name of the other Party or any of its Affiliates or to bind the other
Party or any of its Affiliates in any manner whatsoever, and neither Party shall
hold itself out as an agent or legal representative of the other Party or any of
its Affiliates. 

Section 7.2       Governing Law. The terms of this Agreement shall be governed by and construed in accordance
with the laws of England. 

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Amendment and Modifications. This Agreement may be
amended, modified or supplemented at any time by the Parties but only pursuant
to an instrument in writing signed by both of them. 

Section 7.4        Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors and permitted assigns. 

Section 7.5       Assignment. No
Party may assign this Agreement without the prior written consent of the other
Party. 

Section 7.6       Entire Agreement. This Agreement, together with that certain Non-Circumvention and
Confidentiality Agreement, dated December 16, 2011, between Lightbridge and
Lloyd's Register Group Services Limited, contains the entire Agreement of the
Parties with respect to the transactions contemplated hereby and supersedes all
prior understandings and agreements of the Parties with respect to the subject
matter hereof. 

Section 7.7       Severability. If any provision of this Agreement is held invalid or unenforceable. all
other provisions will not be affected. With respect to the provision held
invalid or unenforceable, the Parties will amend this Agreement as necessary to
effect the original intent of the parties to this Agreement as closely as
possible. 

Section 7.8       No Third-Party
Beneficiaries. Nothing in this Agreement, expressed or implied, is intended
to confer any rights or remedies under or by reason of this Agreement on any
Person other than the Parties and their respective successors and permitted
assigns, nor is anything in this Agreement intended to relieve or discharge any
obligation of any third person to any Party or give any third person any right
of subrogation or action against any Party. 

Section 7.9        Execution in
Counterparts. This Agreement may be executed in any number of counterparts
and by different Parties in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument. Delivery of an
executed counterpart of the signature page of this Agreement by facsimile
transmission shall he equally as effective as delivery of a manually executed
counterpart of this Agreement. 

Section 7.10       Expenses. Each of the Parties shall pay its own costs incurred in connection
with the negotiation, preparation and execution of this Agreement. 

[THE REST OF THIS PAGE IS LEFT INTENTIONALLY BLANK] 

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IN WITNESS WHEREOF, the Parties
hereto have caused this Agreement to be duly executed as of the day and year
first above written. 


	Lightbridge Corporation 
	  	  
	By: 	 
             /s/ James D. Guerra 
	  	Name: James D. Guerra 
	  	Title: COO 





	Lloyds Register EMEZ 
	  	  
	By: 	 
             /s/ N.D.A.M. Nooren 
	  	Name: N.D.A.M. Nooren 
	  	Title: AREA Business Manager – Energy MEAA
  



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