Unassociated Document


     

    
 

    
      
        	
                

              	
                

              


      

    

    


    
      
        	
                 

                AGREEMENT

                FOR CONSULTING SERVICES
      PROVIDED BY THORIUM POWER
      LTD

                
                  TO
      AREVA

                   

                

              


      

      


      BETWEEN:

    

     

    AREVA, a French public limited
company with a management board and supervisory board with capital of
1,346,822,638 euros, registered under N° 712 054 923 at the Paris Registry of
Trade and Commerce, and whose registered head-office address is 33, rue La
Fayette, 75009 Paris Cedex, represented by Mr. Patrick CHAMPALAUNE in
his capacity as Senior Vice President, Purchasing,

     

    henceforth
referred to as “AREVA”


     

    AND

     

    Thorium Power, Ltd.
(“Company”) a Nevada corporation, whose
executive office address is 1600 Tysons
Blvd, Suite 550, McLean, VA 22102 USA,  represented by Seth GRAE, in his capacity as
President & CEO

     

    henceforth
referred to as the “THORIUM POWER” or Service Provider

     

    henceforth,
individually or jointly, referred to as the “Party” or the
“Parties”.


    
      
         


      

      
        1/23

        
          

        

      

      
         


      

    

     

    
      	
              

            	
              

            


    

     

    PREAMBLE

     

    AREVA and
its Entities form an industrial group providing technological solutions for the
production, transmission and distribution of energy.

     

    THORIUM
POWER is developing a thorium seed-blanket fuel assembly design for VVERs aimed
at enhancing proliferation-resistance and reducing the amount of waste to be
disposed of while maintaining competitive economics and ensuring increased
safety margins.

     

    AREVA and
THORIUM POWER have started informal exchanges with each other in early 2009 to further investigate
various thorium fuel cycle options including one based on THORIUM POWER ’s fuel
assembly seed-blanket concept.  An informational meeting was held on February
10th
2009 followed by technical exchanges and a more detailed scientific meeting on
21-22nd May
2009.

     

    AREVA is
interested in assessing the potential of thorium in future fuel cycles and
expressed – at the May 22th meeting
– its willingness to provide THORIUM POWER with a consultancy agreement as a
follow-up.

     

    The
general scope is to investigate specific topics of thorium use in various
reactor types and fuel cycle options. The two phases of the project
are:

     

    
      	
               
      

            	
              Phase
      1 :

            	
              Study
      of Evolutionary Thorium Fuel Concepts for PWRs (see Scope of Work in
      Addendum I and agreed-upon during meeting on July 8th
      2009)

            


    

     

    
      	
               
      

            	
              Phase
      2 :

            	
              Detailed
      study of evolutionary and longer-term thorium fuel concepts (Scope of Work
      not yet defined in detail and subject of discussion during execution of
      Phase 1)

            


    

     

    In this
context, AREVA and THORIUM POWER signed on July 22nd, 2009 an INITIAL
COLLABORATIVE AGREEMENT which defines the basic principles for the collaboration
between AREVA and THORIUM POWER for the first phase relating to the ‘Study of
Evolutionary Thorium Fuel Concepts for PWRs’.

     

    By application of the item 4 of the
INITIAL COLLABORATIVE
AGREEMENT, The Parties acknowledge their common
intent is to (i) to perform in good faith the negotiation, and (ii) to use a
reasonable level of best efforts to sign a consultancy agreement providing the financial schedule of this INITIAL
COLLABORATIVE AGREEMENT by JULY 31, 2009 at the latest.

     

    The
Parties are aware that the successful implementation of this Agreement requires
them to collaborate. It is in this spirit, therefore, that the following
contractual arrangements have been finalised.

     

    THEREFORE,
it has been agreed as follows :


    
      
         


      

      
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    Summary

     

    
      
        
          	
                  ARTICLE
      1 - DEFINITIONS

                	 
      	
                  4

                
	
                  ARTICLE
      2 - PURPOSE

                	 
      	
                  5

                
	
                  ARTICLE
      3 - SCOPE OF WORK

                	 
      	
                  5

                
	
                  ARTICLE
      4 - PRECEDENCE OF THE DOCUMENTS

                	 
      	
                  6

                
	
                  ARTICLE
      5 - DURATION

                	 
      	
                  6

                
	
                  ARTICLE
      6 - SERVICE IMPLEMENTATION TERMS

                	 
      	
                  6

                
	
                  ARTICLE
      7 - OBLIGATION OF COOPERATION

                	 
      	
                  7

                
	
                  ARTICLE
      8 - RELATIONS BETWEEN PARTIES

                	 
      	
                  7

                
	
                  ARTICLE
      9 - FINANCIAL CONDITIONS

                	 
      	
                  8

                
	
                  ARTICLE
      10 - PENALTIES

                	 
      	
                  10

                
	
                  ARTICLE
      11 - ASSIGNMENT

                	 
      	
                  10

                
	
                  ARTICLE
      12 - SUBCONTRACTING

                	 
      	
                  10

                
	
                  ARTICLE
      13 - CONFIDENTIALITY

                	 
      	
                  10

                
	
                  ARTICLE
      14 - INTELLECTUAL PROPERTY

                	 
      	
                  11

                
	
                  ARTICLE
      15 - ACCEPTANCE OF DELIVERABLES

                	 
      	
                  14

                
	
                  ARTICLE
      16 - COMPUTER SECURITY

                	 
      	
                  14

                
	
                  ARTICLE
      17 - LIABILITY

                	 
      	
                  15

                
	
                  ARTICLE
      18 - FORCE MAJEURE

                	 
      	
                  16

                
	
                  ARTICLE
      19 - LEGALITY OF EMPLOYMENT

                	 
      	
                  16

                
	
                  ARTICLE
      20 - PROTECTION OF PERSONAL DATA

                	 
      	
                  16

                
	
                  ARTICLE
      21 - CANCELLATION

                	 
      	
                  17

                
	
                  ARTICLE
      22 - VALUE CHARTER AND COMMITMENT TO SUSTAINABLE
    DEVELOPMENT

                	 
      	
                  17

                
	
                  ARTICLE
      23 - REFERENCE AND OWNERSHIP OF NAMES, LOGOS AND
TRADEMARKS

                	 
      	
                  17

                
	
                  ARTICLE
      24 - TITLES

                	 
      	
                  17

                
	
                  ARTICLE
      25 - WAIVER

                	 
      	
                  18

                
	
                  ARTICLE
      26 - NOTIFICATION

                	 
      	
                  18

                
	
                  ARTICLE
      27 - CONTRACTUAL AUTONOMY

                	 
      	
                  18

                
	
                  ARTICLE
      28 - ELECTION OF DOMICILE

                	 
      	
                  18

                
	
                  ARTICLE
      29 - GOVERNING LAW AND ARBITRATION

                	 
      	
                  18

                
	
                  ARTICLE
      30 - SIGNATURE

                	 
      	
                  18

                


        

      

    


    
      
         


      

      
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    ARTICLE
1 - DEFINITIONS

     

    Under
this Agreement, the following terms, appearing with a capital letter and either
in the singular or the plural shall have the following meanings:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Agreement
      or Order:

                            	 
      	
                              refers
      to this document, its Appendixes and any Additional Agreement Clauses
      which are an integral part of it.

                            
	 	 	 
	
                              Appendixes:

                            	 
      	
                              refers
      to the documents appended to this Agreement numbered I to
    III.

                            
	 	 	 
	
                              AREVA:

                            	 
      	
                              refers
      to the company AREVA, as defined on the first page.

                            
	 	 	 
	
                              Additional Agreement
      Clause:

                            	 
      	
                              means
      a written amendment to the Services, the professional fees or the schedule
      for performance under this Agreement that is prepared and signed by
      authorised representatives of both parties

                            
	 	 	 
	
                              Background
      Knowledge:

                            	 
      	
                              shall
      mean all knowledge, documents, know-how, software, data, specifications,
      plans, processes, and more generally all information, whatever its form,
      as well as all intellectual property rights attached hereto (such as but
      not limited to patents, designs, copyrights), which a Party owned prior to
      the effective date of the Order or which have been developed or acquired
      later by such Party independently from any performance of the
      Order.

                            
	 	 	 
	
                              Results:

                            	 
      	
                              shall
      mean all knowledge, information or results, whether patentable or not,
      methods, know-how, data, software, and any document (such as but not
      limited to data bases or any other kind of data gathering, all reports,
      plans, drawings, specifications, processes) whatever their media
      (specifically paper or digital technology) and which have been created or
      generated during performance of the Order or included in the
      Deliverables.

                            
	 
      	 
      	 
      
	
                              Service
      Provider:

                            	 
      	
                              refers
      to the company THORIUM POWER, as defined on the first
  page.

                            
	 
      	 
      	 
      
	
                              Services:

                            	 
      	
                              refers
      to all or part of consulting and training services provided by the Service
      Provider to AREVA.

                            
	 
      	 
      	 
      
	 
      	 
      	
                              A
      description of the Services is included in Addendum I, for the first
      phase, of this Agreement.

                            
	 
      	 
      	 
      
	
                              Deliverables:

                            	 
      	
                              refers
      to all or part of reports, studies, documents, materials and other
      documents developed and/or produced by the Service Provider within the
      framework of the delivery of the Services, regardless of whether they are
      in written or electronic form or any other form currently known or
      unknown.

                            
	 	 	 
	
                              Entity:

                            	 
      	
                              refers
      for each Party any subsidiary, company or current or future organisation
      in which each Party holds or shall, either directly or indirectly, hold
      shares granting them a power of control in accordance with articles
      L.233-1 to L.233-3 of the French Commercial Code.

                            
	 	 	 
	
                              Change
      Order:

                            	 
      	
                              means
      a written amendment to the Services, the professional fees or the schedule
      for performance under this Agreement that is prepared and signed by
      authorised representatives of both
parties

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    ARTICLE
2 - PURPOSE

     

    The
general objective is to investigate specific topics of thorium fuel cycles in
AREVA’s LWRs.

     

    The
purpose of this Agreement is to perform the first phase providing initial
general results relating to evolutionary approaches to the use of thorium in
AREVA’s LWRs, more specifically within this Phase 1 in EPR-like
PWRs.

     

    The
performance of Phase 2, further deepening some technical aspects, depends on the
results of Phase 1. Consequently, the Parties shall meet together during the
performance of Phase 1 in order to take the decision concerning the
implementation of the Phase 2.

     

    Phase 1
and Phase 2 will be conducted with the intention of further collaborative
agreements between AREVA and THORIUM POWER in order to develop and set up new
products and technologies related to thorium fuel concepts.

     

    AREVA’s use of THORIUM POWER’s Background
Knowledge for commercial purposes or any purpose
other than set forth herein shall be separately negotiated on a royalty
principle.

     

    The
purpose of this Agreement is also to define the terms and conditions according
to which the Service Provider shall deliver the Services to AREVA.

     

    It is
also specifically agreed by the Parties that this Agreement entails no
exclusivity in regards to both the Service Provider and AREVA.

     

    ARTICLE
3 - SCOPE OF WORK

     

    The scope
of work of this Agreement will consist in Phase 1 only, as described in Addendum
1 hereto, relating to the ‘Study of Evolutionary Thorium Fuel Concepts for
PWRs’; provided, however, that the scope of work of this Agreement will not
include work related to Task 1.6 of Addendum 1, which calls for THORIUM POWER to
“Perform a Preliminary Review
of Thermal Hydraulic Characteristics and Fuel Behaviour for the Selected
Concepts for the EPR 18-month Equilibrium Cycle”.

     

    If the
Parties decide to pursue Task 1.6 based on the results of Tasks 1.1-1.5, then
the work on Task 1.6 shall commence only after the Parties have agreed on the
specific scope and price for Task 1.6 in a subsequent order for work or through
an amendment to the initial order for work.

     

    Either
Party may propose changes to the scope or time schedule of the Services under
this Agreement.  Requests for changes will be submitted to the other
Party in writing for consideration of feasibility and the likely effect on the
cost and schedule for performance of the Services.  No changes will be
implemented unless the Parties mutually agree, including without limitation to
the resulting equitable adjustments to costs and schedules for the performance
of the Services.  Any agreed changes will be documented in one or more
Change Orders.

     

    
      The
Service Provider undertakes to promptly inform AREVA in case of any event for
which AREVA cannot be held responsible, which may delay the implementation of
the Agreement, in written format. This information shall include any explanation
related to the event and the possible remedies.

    

     

    
      Extensions
of the deadlines stipulated in the Agreement may be accepted by AREVA; they
shall not, under any circumstances, lead to compensation or any modification of
prices benefiting the Service Provider.

    

    In case
of force majeure, the provisions set forth in Article 18 shall
apply

     


    
      
         


      

      
        5/23

        
          

        

      

      
         


      

    

     

    
      	
              

            	
              

            


    

     

    ARTICLE
4 - PRECEDENCE OF THE DOCUMENTS

     

    This
Agreement is made up of this present document and its Appendixes.

     

    These
documents are of contractual nature and, in case of non-compliance or
differences of interpretation between their clauses, the present document
prevails over the Appendixes, the Appendixes prevailing in the numbered order
mentioned above.

     

    Given the
nature of the Services, the Service Provider has accepted to replace the
provisions of its general terms of sale with those of this
Agreement.

     

    Notwithstanding
the provisions of Articles 13 and 14, this Agreement supersedes and replaces any
documents issued and any spoken and written correspondence exchanged prior to
the effective date of this Agreement. Thus the INITIAL COLLABORATIVE AGREEMENT,
signed between the Parties on July 22nd, is
cancelled and replaced by this Agreement.  For the avoidance of doubt,
the Confidentiality and Non-Disclosure Agreements between the Parties dated as
of January 7th 2009
and June 11th 2009
will not be superseded by this Agreement and will remain in full force and
effect with respect to their subject matter.

     

    This
Agreement may only be modified or completed with the specific, written
acceptance of the Parties which shall be in the form of an Additional Agreement
Clause.

     

    ARTICLE
5 - DURATION

     

    This
Agreement shall take effect on the 1st of
August 2009 (i.e. t0 in
Appendix I) for:

     

    
      	
               
      

            	
              ·

            	
              A
      first period of ten (10) to twelve (12) months for the phase 1 (from the
      1st
      of August 2009 to the 31st
      of July 2010).  If the Parties decide to pursue Task 1.6 based on the
      results of Tasks 1.1-1.5, then the work on Task 1.6 shall commence only
      after the Parties have agreed on the specific scope and price for Task 1.6
      in a subsequent order for work or through an amendment to the initial
      order for work.;

            


    

     

    
      	
               
      

            	
              ·

            	
              A
      second period of fourteen (14) months for the optional phase
      2.

            


    

     

    ARTICLE
6 - SERVICE IMPLEMENTATION TERMS

     

    6.1
- Obligations of the Service Provider

     

    Under the
terms of this Agreement, the Service Provider:

     

    
      	
               
      

            	
              –

            	
              Commits
      to providing the Services in accordance with good professional practice in
      such matters, legislation, currently applicable regulations and practices,
      as well as their description which is included in this
      Agreement;

            


    

     

    
      	
               
      

            	
              –

            	
              Declares
      that it possesses the professional capabilities and authorisations
      required to provide the Services in accordance with the provisions of this
      Agreement;

            


    

     

    
      	
               
      

            	
              –

            	
              Commits
      to employing all the human and material resources in its possession
      required to observe its obligations as described in this
      Agreement;

            


    

     

    
      	
               
      

            	
              –

            	
              Commits,
      within the framework of an obligation to obtain specific results, to
      observe the deadlines for the delivery of the Services and the supply of
      the Deliverables specified in this
Agreement;

            


    

     

    
      	
               
      

            	
              –

            	
              Commits
      to the correct delivery of the Services by its staff under the conditions
      defined in this Agreement.

            


    

     

    Furthermore,
in its professional capacity, the Service Provider is bound by:


    
      
         


      

      
        6/23

        
          

        

      

      
         


      

    


    
      	
              

            	
              

            


    

     

    
      	
               
      

            	
              –

            	
              An
      obligation to provide information and advice by which it commits to
      informing AREVA without delay of any difficulties which might arise during
      the completion of the Services;

            


    

     

    
      	
               
      

            	
              –

            	
              An
      obligation to request that AREVA in question provide them with any
      information and the answers to any questions it deems necessary to provide
      the Services;

            


    

     

    
      	
               
      

            	
              –

            	
              A
      duty to warn AREVA and/or the Entities of any choices or technical
      solutions proposed by AREVA which the Service Provider deems inappropriate
      or incompatible with the performance
  requirements.

            


    

     

    6.2
- Obligations of AREVA

     

    AREVA, as
signatory of this Agreement, commits to making available to the Service Provider
the information and answers in its possession which the Service Provider deems
useful for the implementation of this Agreement.

     

    AREVA
commits to honoring the payment of the invoice(s) relating to this Agreement
under the conditions defined in Article 8 of this Agreement, subject to the
delivery of the Services in accordance with this Agreement.


     

    ARTICLE 7 - OBLIGATION OF
COOPERATION

     

    The
parties principal representatives referred to in Article 8 shall hold a video-
or conference-call meeting at least once (1) per month on the date agreed to by
them to assess the implementation of this Agreement. Face-to-face meetings are
held according the schedule defined in Addendum I.  Within eight (8)
calendar days following a meeting, the Service Provider shall draw up and send
the minutes of the meeting for validation by AREVA’s principal
representative.

     

    Should
AREVA express any reservations to the minutes of the meeting, the Service
Provider commits to correcting and sending them to AREVA for further approval
within the next five (5) calendar days.

     

    ARTICLE
8 - RELATIONS BETWEEN PARTIES

     

    Any
exchange of correspondence between Parties in connection with this Agreement
shall be submitted in writing in English.

     

    The
Service Provider shall appoint a correspondent for the implementation of this
Agreement.

     

    Correspondents:

     

    
      
        	
                On
      behalf of AREVA:

              	 
      	
                On
      behalf of the Service Provider:

              
	
                For
      contractual aspects:

                Sylvie
      CANOVAS

                AREVA
      Purchasing Commodity Managers

                Perspective
      Défense AREVA

                1-3
      Rue de la Débarcadère

                F-92716
      Colombes Cedex, France

                Sylvie.canovas@areva.com

                 

                For
      contractual and scientific aspects:

                Luc
      Van Den Durpel

                AREVA
      NC / DTRI

                Perspective
      Défense AREVA

                1-3
      Rue de la Débarcadère

                F-92716
      Colombes Cedex, France

                 

                Luc.vandendurpel@areva.com

              	 
      	
                Andrey
      Mushakov

                1600
      Tysons Blvd.

                Suite
      550

                McLean,
      VA, USA 22102

                amushakov@thoriumpower.com

                 

                and

                 

                James
      Guerra

                1600
      Tysons Blvd.

                Suite
      550

                McLean,
      VA, USA 22102

                jguerra@thoriumpower.com

              


      

    

     

    
      
        
        

      

      
        7/23

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              

            


    

     

    ARTICLE
9 - FINANCIAL CONDITIONS

     

    9.1
- Total Amount of Agreement

     

    The total
amount of the Professional Fee for the first phase (including only Tasks 1.1 through 1.5, excluding the
expenses mentioned in Section 9.3) is:

     

    550 000
USD (five hundred fifty thousand US-Dollars)

     

    The price
is defined in Appendix I.

     

    9.2
– Prices exclusive taxes

     

    Prices
mentioned in this Agreement are exclusive of Value Added tax (VAT) customs
duties, import duties, excise taxes and sales tax which may be levied in France
and collected by THORIUM POWER in accordance with the applicable laws. If
applicable, such tax shall be added to the contract price at a rate and at the
time when it becomes payable in accordance with the applicable laws of France at
the date of invoicing.

     

    Prices
mentioned in this Agreement are inclusive of any other taxes, duties, levies,
dues which may be levied by any tax authorities in the USA, in France or in any
other country on THORIUM POWER and on THORIUM POWER’s personnel, including but
not restricted to customs duties, sales tax and any taxes on income. Such taxes,
duties, levies, dues shall be borne by THORIUM POWER or by THORIUM POWER’s
personnel.


     

    9.3
– Other Expenses

     

    AREVA
will also reimburse THORIUM POWER for any reasonable out of pocket expenses
rightfully incurred by THORIUM POWER or its agents or subcontractors and
directly attributable to the provision of the services described in Appendix I
hereto, including, without limitation, travel, subsistence and other expenses
directly attributable to the provision of such services, provided however that
such expenses shall not exceed twenty percent (20%) of the Professional Fee
earned by THORIUM POWER on a rolling, cumulative basis without the prior written
approval of AREVA. To avoid any doubt, expenses shall not include general
overhead of THORIUM POWER or any professional fees paid to agents or
subcontractors of THORIUM POWER. The expenses shall be billed to AREVA at cost
without any administrative charge, and in accordance with the procedure set
forth in Section 8.2 above. THORIUM POWER shall provide proof of such out of
pocket expenses by attaching copy of these to the invoices sent to
AREVA.

     

    9.4
- Billing

    


    The
invoices issued by THORIUM POWER in return for the delivery of the Services
shall be sent in duplicate, one original and a copy, to the address
below:


     

     AREVA

    Comptabilité
fournisseur

    Tour
AREVA

    1 place
Jean Millier

    92 084
Paris La Défense


    
      
         


      

      
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    In
addition to the compulsory legal details, it is essential that the invoices
include the references of this Agreement. AREVA reserves the right to
return any invoice which does not meet these requirements, with a written
explanation of the respects in which the invoice does not meet the
requirements.

     

    9.5
- Payment

    


    Invoices
by the Service Provider are due:

     

    
      	
               
      

            	
              ·

            	
              after
      delivery of each task’s report (i.e. reports ‘Technical Report 1.1’,
      ‘Technical Report 1.2’, ‘Technical Report 1.3’, ‘Technical Report 1.4’,
      ‘Final Report’) according to the planning indicated in Appendix I,
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              relating
      to two pre-payments for the services relating to Task
  1.4;

            


    

     

    THORIUM
POWER may issue invoices according to the following schedule (amounts excluding
other expenses as described in Article 9.3):

     

    
      	
               
      

            	
              ·

            	
              Invoice
      1 (t0+2mo)
      upon delivery of ‘Technical Report 1.1’, indicative invoice amount
      52 000 USD;

            


    

     

    
      	
               
      

            	
              ·

            	
              Invoice
      2 (t0+2.5mo)
      as pre-payment for Task 1.4, 105 000 USD (30 % of the indicative
      amount for Task 1.4_;

            


    

     

    
      	
               
      

            	
              ·

            	
              Invoice
      3 (t0+3mo)
      upon delivery of ‘Technical Report 1.2’, indicative invoice amount
      56 000 USD;

            


    

     

    
      	
               
      

            	
              ·

            	
              Invoice
      4 (t0+4mo)
      upon delivery of ‘Technical Report 1.3’, indicative invoice amount
      25 000 USD;

            


    

     

    
      	
               
      

            	
              ·

            	
              Invoice
      5 (t0+6mo)
      according progress made on Task 1.4, indicative invoice amount
      105 000 USD;

            


    

     

    
      	
               
      

            	
              ·

            	
              Invoice
      6 (t0+9mo)
      upon delivery of ‘Technical Report 1.4’, indicative invoice amount 142 000
      USD;

            


    

     

    
      	
               
      

            	
              ·

            	
              Invoice
      7 (t0+10mo)
      upon delivery of ‘Final Report’, indicative invoice amount 65 000
      USD

            


    

     

    Payment
will be made by AREVA by bank transfer within sixty (60) days of the date of
issue of the correct invoice.

     

    The
invoice shall be deemed to have been issued on the fifth calendar day prior to
its receipt by Areva if the delay between its date of issue and its date of
receipt by AREVA is more than five (5) calendar days.

     

    In case
of late payment, the penalties applicable to AREVA shall be equal to three (3)
times the legal rate of interest per day of delay. The penalties will apply from
the day immediately following the due date for the day on which actual payment
is received.

     

    9.6
– Billing Claims

    


    Should
AREVA contest one or more of the items on the invoice in good faith, AREVA shall
send a note within twenty (20) days after its receipt of the invoice explaining
its position.  The obligation to pay the disputed sum shall be
suspended pending resolution of the dispute. The Service Provider shall then
draw up a credit note cancelling the disputed invoice and a new invoice for the
items on the invoice which were not contested, and the new invoice will be
treated as having been issued on the date of the original
invoice.  AREVA and THORIUM POWER will work together in good faith to
resolve the issues with respect to the disputed sum quickly.  If AREVA
and THORIUM POWER reach agreement, THORIUM POWER will issue and AREVA will pay a
new invoice for the agreed sum.  If the Parties do not reach agreement
within thirty (30) days, either Party may refer the matter for resolution as
provided in Article 29.


    
      
         


      

      
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    ARTICLE
10 – INTENTIONALLY DELETED

     

    ARTICLE
11 - ASSIGNMENT

     

    As this
Agreement is concluded intuitu
personae, the Service Provider is liable to personally fulfill their
contractual obligations under terms of this Agreement. Consequently, under pain
of ipso jure cancellation of this Agreement, it cannot assign or transfer its
obligations to a third party without the prior, written permission of AREVA,
including, without this list being exhaustive, in case of transfer by merger,
split-up or partial asset contribution. Should AREVA grant its approval, the
Service Provider remains personally liable to the Entities for the correct
performance of this Agreement.

     

    AREVA may
assign or transfer all or part of its rights and obligations under the terms of
this Agreement to any Entity or company which comes to control it either
directly or indirectly, as well as to any company to whom its rights are
transferred within the framework of a merger, acquisition, partial asset
contribution or total or partial assignment of the business.

     

    ARTICLE
12 - SUBCONTRACTING

     

    Except
for the consultants identified in Appendix III, Service Provider may not
subcontract any of its contractual obligations. It may, however, subcontract
part of its obligations provided that it has obtained prior consent in writing
by AREVA and its approval of the subcontractor and payment terms in compliance
with French Outsourcing Act 75-1334 of 31 December 1975.

     

    AREVA has
full discretion to refuse any subcontracting planned by Service Provider and any
subcontractor proposed by Service Provider.

     

    In the
event that subcontracting is authorised by AREVA, Service Provider shall remain
fully liable with respect to this Agreement.

     

    Service
Provider shall further indemnify and hold AREVA harmless for:

     

    
      	
               
      

            	
              (i)

            	
              any
      claim by its subcontractors or subcontractors’ staff
    members.

            


    

     

    Moreover,
Service Provider shall prohibit its subcontractors from subcontracting in their
turn any tasks commissioned to them.

     

    ARTICLE
13 - CONFIDENTIALITY

     

    This
Article 13 is in addition to those certain Confidentiality and Non-Disclosure
Agreements between the Parties dated as of January 7th 2009
and June 11th
2009.

     

    Except as
provided below, the Parties agree that the terms of this Agreement and any
information in connection herewith (whether written or oral) (“Information”)
which is disclosed by one Party (“Disclosing Party”) to the other (“Receiving
Party”) shall be kept confidential by the Receiving Party and shall not be
disclosed to a third party without the prior written consent of the Disclosing
Party.

     

    The
obligations of confidentiality set out in this Article 13 shall survive the
expiration of this Agreement and shall subsist for a period of ten (10) years
after the expiration or termination of this Agreement.

     

    Notwithstanding
the foregoing, the Receiving Party shall have no obligation of confidentiality
with respect to any information disclosed by the other Party that:

     

    
      	
            	
              a.

            	
              is
      now in the public domain or subsequently enters the public domain without
      fault or negligence on the part of the Receiving Party, its employees, or
      its affiliates ; or

            


    

    
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          10/23

          
            

          

        

        
          
          

        

      

    

     

    
      	
              

            	
              

            


    

     

    
      	
            	
              b.

            	
              can
      be demonstrated by documentation or other competent proof to have been in
      the Receiving Party’s possession without any obligation of confidentiality
      prior to disclosure by the Disclosing Party;
or

            


    

    
      	
            	
              c.

            	
              is
      properly received by the Receiving Party without any obligation of
      confidentiality from a third party with a valid legal right to disclose
      such information and such third party is not under confidentiality
      agreement to the Disclosing Party;
or

            


    

    
      	
            	
              d.

            	
              is
      required to be disclosed pursuant to any order of a court having
      jurisdiction or any lawful action of a government or regulatory
      agency;

            


    

    
      
        	
              	
                e.

              	
                is required to be publicly disclosed by applicable law or stock exchange
      rule; or

              


      

    

    
      	
            	
              f.

            	
              the
      Receiving Party’s employees who have no knowledge of the disclosing
      party’s confidential information subsequently develop such information
      independently.

            


    

     

    ARTICLE
14 - INTELLECTUAL PROPERTY

     

    14.1
- Background Knowledge

     

    «
Background Knowledge » shall mean all knowledge, documents, know-how, software,
data, specifications, plans, processes, and more generally all information,
whatever its form, as well as all intellectual property rights (such as but not
limited to patents, designs, copyright), which a Party owned prior to the
effective date of this Agreement or which have been developed or acquired later
by such Party independently from any performance of this Agreement.

     

    14.1.1 -
AREVA’s Background Knowledge

     

    AREVA’s
Background Knowledge provided to THORIUM POWER in order for THORIUM POWER to
perform this Agreement shall remain the property of AREVA.

     

    AREVA
shall authorize THORIUM POWER and its potential subcontractors, to the exclusion
of any other third party, to use its Background Knowledge for the sole purpose
of performing this Agreement.

     

    THORIUM
POWER undertakes to respect AREVA’s Background Knowledge by (i) not copying or
reproducing by any means or under any form whatsoever such Background Knowledge
in all or in part except as may be necessary in order to perform this Agreement
and/or (ii) not using it for any other purpose than the one strictly necessary
to the performance of the Order and only until such Agreement remains valid.
Consequently, THORIUM POWER (i) undertakes not to use AREVA’s Background
Knowledge after the expiration or termination date of the Order and (ii) vouches
for the respect of the present Article by any of its potential
subcontractors.

     

    14.1.2 –
THORIUM POWER’s Background Knowledge

     

    THORIUM
POWER’s Background Knowledge provided to AREVA in the course of the performance
of this Agreement shall remain the property of THORIUM POWER. THORIUM POWER
shall list with the Final Report all patents, designs and copyrights that are
owned by THORIUM POWER and are necessary for AREVA in order to exploit the
Results.  Neither providing such listing of patents, designs and
copyrights, nor any other provisions of this Agreement, shall transfer to AREVA
in and of itself any ownership of interest in such intellectual
property.

     

    THORIUM
POWER shall authorize AREVA to use its Background Knowledge for the sole purpose
of verifying and evaluating the Results for research purposes and not for any
commercial use or in live operations to determine the scope of further
collaborative agreements.

     

    AREVA
undertakes to respect THORIUM POWER’S Background Knowledge by (i) not copying or
reproducing by any means or under any form whatsoever such Background Knowledge
in all or in part and/or (ii) not using it for any other purpose than the one
strictly necessary to the performance of this Agreement and only until such
Agreement remains valid. Consequently, AREVA undertakes not to use THORIUM
POWER’s Background Knowledge after the expiration or termination date of this
Agreement.


    
      
         


      

      
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    Acceptance
of the Agreement by THORIUM POWER implies, with respect to Phase 1 only,
the granting to AREVA of a non exclusive right of use on its Background
Knowledge necessary to use the Results, as relating to AREVA’s LWRs only, either
commercially or not, including for research purposes, for AREVA’s activities.
Such licence shall be granted worldwide, and for the duration of the legal
period of protection of the abovementioned intellectual property rights or, when
regarding know-how, as long as such know-how is not in the public
domain.  With respect to Phase 2 the acceptance of the Agreement by
THORIUM POWER implies the granting to AREVA of a non exclusive right of use on
its Background Knowledge necessary to use the Results, as relating to AREVA’s
LWRs only, for research purposes only, and not for any commercial use or in live
operations.  With respect to Phase 2, any right to use Background
Knowledge for commercial use will be negotiated on a royalty basis, in line with
the principles agreed in the Collaboration Framework Agreement between the
parties.

     

    Except as
provided above regarding commercial use with respect to Phase 2, the financial
consideration for such licence shall be a lump sum which is already included in
the price of the Agreement.

     

    14.2
- Results

     

    4.2.1 –
Principle

     

    THORIUM
POWER grants to AREVA, for its sole benefit, an exclusive, royalty-free,
irrevocable, fully paid-up license to any and all parts of the Results as well
as the intellectual property rights attached hereto, solely to the extent that
such Results and intellectual property rights relate to AREVA’s LWRs only, as
their production goes along.  THORIUM POWER shall have full ownership
of any Results and intellectual property rights arising from the work performed
for reactors other than AREVA’s LWRs.  For the avoidance of doubt,
THORIUM POWER shall retain full ownership of any Results and intellectual
property rights for the work performed for Russian VVER-type
reactors.

     

    No public
communication about the Results as relating to AREVA’s LWRs may be made by
THORIUM POWER without the prior written consent of AREVA, except as may be
required under applicable law including without limitation U.S. securities
laws.

     

    The price
of this Agreement comprises the lump sum price of abovementioned exclusive
license to AREVA of the Results as well as of intellectual property rights
attached hereto as relating to AREVA’s LWRs.  AREVA shall thus be free
to use such Results as it wishes.  THORIUM POWER undertakes not to
restrain the use of such Results by AREVA and specifically through any
intellectual property right.


     

    14.2.2 -
Author’s Rights –

     

    If the
Results comprise, in all or in part, creations which are subject to protection
by author’s rights, then all such creations which are made in performing this
Agreement or included in the Deliverables (hereinafter referred to as
“Creations”), as relating specifically to AREVA’s LWRs, shall be the exclusive
property of AREVA, the transfer of ownership being implemented as soon as each
Creation comes into existence.  Creations related to reactors other
than AREVA’s LWRs shall be the exclusive property of THORIUM
POWER.  For the avoidance of doubt, Creations related to Russian
VVER-type reactors shall be the exclusive property of THORIUM
POWER.

     

    Therefore,
THORIUM POWER, which acknowledges being the author of the Creations, or at least
the assignee of the author’s rights on said Creations to the extent permitted
under applicable law, assigns to AREVA all intellectual property rights on
Creations specifically relating to AREVA’s LWRs, except THORIUM POWER’s moral
right hereon, regardless of the considered work, including individual work,
collaboration work (developed together with THORIUM POWER’s employees) or
collective work and for any and all use means, especially those described as
follows:

     

    a) The
exclusive right to reproduce without any limitation on number, digitize,
duplicate, print, record in all or in part each Creation relating to AREVA’s
LWRs, for whatever reason and in any manner, specifically by any technical
process, upon any medium known or yet to be known at the time of execution of
this Agreement and in any format;


    
      
         


      

      
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    b) The
right to translate, which includes the right to establish any version or have
such established, in the French language or any foreign language, on all or part
of each such Creation relating to AREVA’s LWRs;

     

    c) The
right to adapt, arrange, modify, correct errors and the right for AREVA to alter
or have any third party alter each such Creation relating to AREVA’s LWRs in all
or in part, whether in writing, orally, through data communication, digitally,
etc. and for any kind of use ;

     

    d) The
exclusive rights to publish, broadcast, edit and re-edit without any limitation
on the number of editions. Such rights shall include the right to photocopy and
all derivative rights thereof, to commercialize, grant or assign the rights of
use, the right to rent and lend copies of each Creation relating to AREVA’s LWRs
in its original version or any adapted, arranged, modified, corrected, altered
or translated version, either free of charge or against payment;

     

    e) The
exclusive right to represent, exhibit, display, broadcast and use all or part of
each Creation relating to AREVA’s LWRs in its original version or any adapted,
arranged, modified, corrected, altered or translated version, through any means
of communication to the public known to this day and specifically through public
reciting, television broadcasting, broadcasting, satellite transmission, initial
or secondary cable television, active or passive, though public screening,
disclosure in a public area, digital disclosure on line or on a media, public
presentation and any other means;

     

    f) The
right to use, monitor and service the Creations relating to AREVA’s
LWRs;

     

    g) The
right to integrate in all or in part, with or without any modifications, the
Creations;

     

    h) The
right to reverse engineering the Creations relating to AREVA’s
LWRs.

     

    AREVA
shall be entitled to a worldwide use of the aforementioned rights for commercial
or non-commercial purposes for its own activities and for as long as the legal
protection of said rights shall last (and without any limitation of any kind
regarding edition, broadcasting, rerun or use).

     

    THORIUM
POWER transfers to AREVA all property rights on the material form of Creations
specifically relating to AREVA’s LWRs, allowing their copy in great numbers and
their adaptation.

     

    AREVA
shall be entitled to retrocede by any means, specifically by a transfer,
license, or any other legal means, all or part of the intellectual property
rights transferred to AREVA under this Article 14.2.2 to any third party it may
chose.

     

    The
payment linked to the transfer of intellectual rights as defined in the present
Section is expressly included in the price of this Agreement.

     

    14.2.3 -
Third parties’ intellectual property rights

     

    In the
event that THORIUM POWER desires, in its sole discretion, to obtain third party
intellectual property rights to be included in the Deliverables, THORIUM POWER
undertakes to obtain from said third parties an assignment or a license upon
such rights of use on aforementioned intellectual property rights to its own
benefit with a right to sublicense to AREVA.  For the avoidance of
doubt, this Article 14.2.3 will not be deemed to require THORIUM POWER to obtain
licenses to any third party patents that may be required in order to make, use,
offer for sale, sell or import any processes, designs, activities or the like,
such list not being restrictive, described in any Deliverables or the
Results.

     

    This
assignment/licence shall be assigned/granted to AREVA for any and all use, for
commercial or non commercial purposes, including research purposes, for its own
activities, worldwide, and for as long as aforementioned rights shall be legally
protected or, regarding know-how, until such know-how is in the public
domain.

     

    As
regards the transfer of author’s economic rights owned by third parties on the
Creations, its length and details shall be in conformity with the terms and
conditions of Article 14.2.2 above.

     

    The
payment for such assignment or license is expressly included in the price of
this Agreement.


    
      
         


      

      
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    14.2.4 -
Specific case regarding employees

     

    a)
Subrogation in employees’ rights

     

    The
following terms shall apply to inventions and data bases, such list not being
restrictive, made by employees of THORIUM POWER throughout the performance of
this Agreement (“employees” shall mean any natural person working under the
authority of the Service Provider or on behalf of the Service Provider). THORIUM
POWER shall have its potential subcontractors comply with the same undertakings
towards their own employees as set forth in the present Article.

     

    THORIUM
POWER undertakes to explicitly ascribe to its employees the carrying out of the
studies, research and developments as necessary for the performance of this
Agreement so as to allow the automatic devolution of the rights of said
employees to THORIUM POWER, and thereafter to AREVA in accordance with this
Agreement.

     

    THORIUM
POWER shall be responsible for the payment of any potential additional pay due
to its employees inventors.

     

    THORIUM
POWER vouches for the performance by its employees of all formalities, such as
the signing of a power of attorney, deed of transfer or declarations, as
necessary for AREVA to legally protect the Results.

     

    b)
Transfer of employees’ author’s rights to THORIUM POWER

     

    In order
to allow the transfer of author’s rights THORIUM POWER undertakes to have the
author’s economic rights of its employees who are the authors of Creations
and/or of drawings and patterns, to the extent permitted under applicable law
and within the limit of their moral rights, assigned to it under the terms and
conditions of Article 14.2.2.

     

    ARTICLE
15 - ACCEPTANCE OF DELIVERABLES

     

    Acceptance
of Deliverables by AREVA will be conducted as follows, unless otherwise
stipulated in this Agreement:

     

    
      	
               
      

            	
              ·

            	
              The
      Service Provider submits the Deliverable produced in accordance with this
      Agreement for approval.

            


    

     

    
      	
               
      

            	
              ·

            	
              AREVA
      has fifteen (15) working days to examine the said Deliverable and submit
      any reservations in writing to Service
Provider.

            


    

     

    
      	
               
      

            	
              ·

            	
              Upon
      submittal by AREVA to Service Provider of its observations, Service
      Provider will have fifteen (15) business days, unless stipulated otherwise
      in the Agreement, to settle questions that were subject to observations
      and to resubmit the document for a new approval
  process.

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      no observations are made by AREVA at the end of this second acceptance
      procedure, the Deliverable will solely be accepted after signature by the
      Parties of an acceptance report drawn up in the presence of
      Parties.

            


    

     

    In the
event that new reservations are made by AREVA at the end of this second
acceptance procedure, the above procedure will be repeated until acceptance is
achieved.

     

    ARTICLE
16 - COMPUTER SECURITY

     

    The
Service Provider declares that it is acquainted with the currently applicable
laws on computer security, and notably those relating to fraudulent intrusion,
unauthorised storage on a system, voluntary obstruction of system operations and
the fraudulent use of data, and commits to observing them.


    
      
         


      

      
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    For all
access to the AREVA’s computer system, the Service Provider commits, both on its
own behalf and that of its staff, to respecting the conditions of access
currently applicable on the premises of AREVA in question, which they received
in writing and with which they became acquainted before their involvement
began.

     

    The
Service Provider is only authorised to access AREVA’s computer system as
required for the Service entrusted to them.

     

    The
Service Provider commits not to use any software other than that of which it
informed AREVA  and which it has approved. The Service Provider shall
take commercially reasonable precautions to avoid introducing a computer “virus”
in the software, updates and new versions with which AREVA is provided, and
shall adopt appropriate measures if they become aware of the existence of such a
virus.

     

    ARTICLE
17 - LIABILITY

     

    Civil
Liability

     

    The
liability of the Service Provider shall be limited as follows:

     

    
      	
            	
              (a)

            	
              The
      Service Provider shall not be liable for any loss of profit, loss of use,
      loss of business, loss of data, loss of any contract, loss of savings or
      for any indirect, special, exemplary, punitive or consequential loss or
      damage arising in connection with this Agreement, even if the Service
      Provider has been advised of the possibility of such
    damages.

            


    

     

    
      	
            	
              (b)

            	
              The
      Service Provider shall not be liable for any damage or injury caused by or
      arising out of the act, neglect, default or omission of any person other
      than the Service Provider or its personnel.  In particular, the
      Service Provider shall not be liable to AREVA for any error, omission, or
      other deficiency and defect in any material, equipment or piece of
      equipment, drawing, design, calculation, document procedure or computer
      software produced by any party other than the Service Provider in the
      course of the Agreement and whether or not the Service Provider shall have
      commented on or called for revisions to such material, equipment or piece
      of equipment, drawing, design, calculation, document procedure or computer
      software in the course of the
Agreement.

            


    

     

    
      	
            	
              (c)

            	
              In
      any case where the Service Provider is liable to AREVA jointly with any
      third party for the same loss or damage, the liability of the Service
      Provider to AREVA shall be limited to that proportion of such loss or
      damage that the Service Provider has caused by reason of his breach of
      contract or other default.

            


    

     

    
      	
            	
              (d)

            	
              The
      total aggregate liability of the Service Provider vis-à-vis AREVA or any
      third party under this Agreement shall not exceed the professional fees
      paid by AREVA to the Service Provider under this Agreement). Unless
      otherwise specified, this sub-clause shall not limit the liability of the
      Service Provider in any case of fraud, willful misconduct or gross
      negligence by the Service Provider and its
  personnel.

            


    

     

    
      	
            	
              (e)

            	
              The
      liabilities set forth above are exclusive and no other warranties of any
      kind, whether oral, written, express or implied, including without
      limitation any implied warranty of merchantability or fitness for a
      particular purpose, shall apply.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Service Provider is liable, in accordance with the rules of ordinary law,
      for any personal injury which it or its staff might cause to AREVA or any
      third parties during the delivery of the Services and/or the
      Deliverables.

            


    

     

    Insurance

     

    The
Service Provider commits to taking out and keeping in force throughout the
entire duration of the Agreement an insurance policy covering its legal
liability for any personal injury and financial and consequential losses caused
through the doing of its staff.


    
      
         


      

      
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    The
Service Provider commits to providing AREVA, upon fist request, with a copy of
the certificate for the insurance specified above, as well as any documentary
evidence.

     

    ARTICLE
18 - FORCE MAJEURE

     

    Neither
Party shall be liable for failure to fulfill their obligations if and insofar as
this failure is due to a case of force majeure such as war (whether declared or
not), terrorist attack, embargo, serious fire and flood, tsunami, typhoon or
earthquake or any occurrence which is unforeseeable and beyond its
control.

     

    The Party
which invokes the case of force majeure must inform the other Party of this,
without delay, by registered letter with acknowledgement of receipt, specifying
the reasons, foreseeable consequences and their probable duration. It shall take
all the necessary measures to limit the consequences in case of force
majeure.

     

    Failing
agreement on the measures to be taken and should this case of force majeure last
more than twenty (20) days as of the serving of notice, AREVA,  or the
Service to whom this case of force majeure is opposed shall be entitled to
cancel this Agreement, without the other party being able to claim any
additional compensation.

     

    ARTICLE
19 - LEGALITY OF EMPLOYMENT

     

    19.1
- Staff Status

     

    It is
specifically agreed that in all circumstances the Services Provider remains
liable for its staff called upon to participate in providing the Services,
regardless of the conditions for collaboration with the Entities’
staff.

     

    The
Service Provider ensures the administrative and accounting management of its
staff in regards to the delivery of the Services set out in the
Orders.

     

    Any
observations that an Entity might express in regards to the behaviour of one of
the Service Provider’s members of staff or the quality of their Service shall
under no circumstances be directly addressed to the Service Provider’s staff but
rather to the representative named in the Order (see article 8).

    


    19.2
- Measures to combat illegal work practices

     

    In
signing this Agreement, the Services Provider hereby declares on its honour that
all work carried out as part of this Agreement shall be done so by workers
employed on terms and conditions that comply with the legal and regulatory
provisions in force in the country or countries concerned.

     

    ARTICLE
20 - PROTECTION OF PERSONAL DATA

     

    Within
the framework of the delivery of the Services, AREVA may collect and forward
personal data on the associates of the Service Provider.  AREVA
commits to respecting the confidentiality of this data, in accordance with
article 15 and the obligations relating to “computer technology and liberties”
introduced by French law n°78-17 dated the 6th January
1978, modified by law n° 2004-801 dated the 6th August
2004.

     

    Should
personal data be collected, AREVA shall be considered as the “processing
authorisation holder” as defined in the provisions of article 3 of law n°78-17
dated the 6th January
1978 modified by law n° 2004-801 dated the 6th August
2004.


    
      
         


      

      
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    The
processing of personal data within the framework of this Agreement shall
therefore be included in the “master file” produced by the AREVA Computer
Technology and Liberties Correspondent, which they keep at the disposal of the
National Commission for Computer Technology and Liberties.

     

    The
Service Provider guarantees:

     

    
      	
               
      

            	
              ·

            	
              That
      it will process personal data obtained from AREVA exclusively on the
      behalf of AREVA in accordance with their instructions, and shall abstain
      from using it on its own behalf or communicating it to a third
      party

            


    

     

    
      	
               
      

            	
              ·

            	
              That
      it has implemented appropriate technical and organisational measures to
      ensure the security of the personal data processed within the framework of
      the Agreement

            


    

     

    ARTICLE
21 - CANCELLATION

     

    21.1
- For fault

     

    In case
of total or partial failure by one of the Parties to fulfil any one of their
obligations under the provisions of this Agreement, the other Party may request
the ipso jure cancellation of the Agreement  by registered letter with
acknowledgement of receipt, thirty (30) days after the serving of official
notice of the failure, if the failure  has not been cured within such
period, without prejudice to any compensation which may be claimed from the
defaulting Party by the prejudiced Party in compensation for the prejudice
suffered as a result of the aforementioned contractual failings.

     

    21.2 - For
convenience

     

    AREVA may
cancel the Agreement, either totally or partially, provided they give thirty
(30) working days notice by registered letter with acknowledgement of receipt,
sent by AREVA to the Service Provider, in return for payment of the Services
performed prior to the effective cancellation date.

     

    ARTICLE
22 - VALUE CHARTER AND COMMITMENT TO SUSTAINABLE DEVELOPMENT

     

    The
Service Provider commits to implementing practices which respect local and
international regulations in particular in regards to equal opportunities and
treatment in matters of employment, the control of child labour, human rights
and the protection of the environment.

     

    For its
part, AREVA implements this policy and seeks to promote it among its partners.
The Values Charter included in and the Sustainable Development Declaration
applicable to Suppliers included in appendix 2 set out the principles that AREVA
wishes its partners to respect.

     

    ARTICLE
23 - REFERENCE AND OWNERSHIP OF NAMES, LOGOS AND TRADEMARKS

     

    The
names, logos and trademarks of AREVA are its property, which the Service
Provider acknowledges. The Service Provider commits to not using them in any
context whatsoever, notably for reference or advertising purposes, without the
specific, prior, written permission of AREVA, except as may be required in
disclosures required under applicable law.

     

    ARTICLE
24 - TITLES

     

    The
titles of the articles allow the identification of the aforementioned articles
and are not part of the clauses of this Agreement. Therefore, in case of
difficulties in interpretation between any one of the titles at the start of the
clauses and any one of the clauses, the titles are declared to be
inexistent.


    
      
         


      

      
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    ARTICLE
25 - WAIVER

     

    Should a
Party not invoke the strict application of one of the provisions of this
Agreement, this cannot be considered as the tacit waiver of this provision or
any other failing, identical or not.

     

    ARTICLE
26 - NOTIFICATION

     

    Any
notification required in accordance with this Agreement shall be considered as
being correctly issued if it is sent by registered letter with acknowledgement
of receipt to the address of each of the Parties to this Agreement.

     

    ARTICLE
27 - CONTRACTUAL AUTONOMY

     

    If one or
more of the provisions of the Agreement are deemed to be invalid or are declared
as such in application of a law, regulation or following a definitive ruling by
a competent court, the other provisions shall retain their force and
scope.  The Parties shall agree upon a valid provision having a legal
and economic effect, which will be as similar as possible to the intent of the
Parties concerning the respective invalid provision.

     

    ARTICLE
28 - ELECTION OF DOMICILE

     

    The
Parties are elected as their respective domiciles at the addresses given on the
first page. Any changes of address or changes to the identity of the principal
representative of one of the Parties must be immediately reported to the other
Party, by any written method, through the correspondent specified in Article
8.

     

    ARTICLE
29 - GOVERNING LAW AND ARBITRATION

     

    29.1 -
This Agreement is subject to and will be interpreted in conformity with the
French Law.

     

    29.2 - In
the event of any dispute arising out of or in connection with this Agreement,
the Parties agree to submit the matter to settlement proceedings under the
International Chamber of Commerce rules by three (3) arbitrators appointed in
accordance with the said rules of Arbitration. The seat of the Court of
Arbitration will be Paris, France. The language of arbitration will be the
English language.

     

    All
arbitration awards shall be final and binding for both Parties and both Parties
agree to be bound thereby and shall act accordingly.

     

    ARTICLE
30 – NATURE OF RELATIONSHIP

     

    AREVA and
the Service Provider have entered into this Agreement as independent companies.
Nothing in this Agreement constitutes a partnership between the Parties nor
constitutes one as the agent of the other Party.


    
      
         


      

      
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    ARTICLE
31 - SIGNATURE

     

    The
return of a duly signed and dated original by the empowered representative of
the Service Provider is deemed as its acceptance of all the provisions of this
Agreement, notwithstanding any provision to the contrary which is included or
may be included during the period of validity of this Agreement on the Service
Provider’s forms or documents.

     

    Two
original copies, each with the same value, signed in Paris on the
3rd day of August,
2009.

     

    
      
        	
                ON
      BEHALF OF AREVA

              	
                ON
      BEHALF OF THE SERVICE PROVIDER

              
	 
      	 
      
	
                Patrick
      CHAMPALAUNE

              	
                Seth
      GRAE

              
	
                Senior
      Vice President Purchasing

              	
                President
      and Chief Executive
Officer

              


      

    


    
      
         


      

      
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