CONSULTING
AND STRATEGIC ADVISORY SERVICES
|
7
|
|
1.1
|
Thorium
Power Services
|
7
|
1.2
|
Thorium
Power Resources
|
7
|
1.3
|
FANR
Resources and Support
|
8
|
1.4
|
Compensation
|
8
|
1.5
|
Quarterly
Reviews
|
8
|
2
|
STAFF
MANAGEMENT
|
9
|
2.1
|
Objective
|
9
|
2.2
|
Recruiting
of personnel
|
9
|
2.3
|
Transfer
of Personnel
|
9
|
2.4
|
Non-Solicitation
|
10
|
3
|
TERM
AND TERMINATION
|
10
|
3.1
|
Term
|
10
|
3.2
|
Termination
for Default
|
10
|
3.3
|
Termination
for Convenience
|
11
|
4
|
CONFIDENTIALITY
|
11
|
4.1
|
Definition
of Confidential Information
|
11
|
4.2
|
Obligation
of Confidentiality and Non-Use
|
11
|
4.3
|
Obligation
to Inform
|
12
|
4.4
|
Exceptions
to Confidential Information
|
12
|
4.5
|
Disclosure
to Governmental Authorities
|
12
|
4.6
|
Return
or Destruction of Confidential Information
|
12
|
5
|
INTELLECTUAL
PROPERTY
|
13
|
5.1
|
Ownership
of Intellectual Property
|
13
|
5.2
|
Further
Assurances
|
13
|
6
|
LIMITED
WARRANTY AND DISCLAIMER
|
13
|
7
|
DISCLAIMERS
AND LIMITATIONS OF LIABILITY
|
14
|
7.1
|
Disclaimer
of Consequential Damages
|
14
|
7.2
|
Liability
Cap
|
14
|
7.3
|
Applicability
|
14
|
7.4
|
Acknowledgement
|
14
|
8
|
INDEMNIFICATION
|
15
|
9
|
INDEPENDENT
CONTRACTOR STATUS
|
15
|
10
|
COMPLIANCE
WITH LAWS
|
16
|
11
|
NOTICES
|
16
|
12
|
CHOICE
OF LAW AND DISPUTE RESOLUTION
|
17
|
12.1
|
Governing
Law.
|
17
|
12.2
|
Mediation
of Disputes.
|
17
|
12.3
|
Resolution
of Disputes.
|
17
|
12.4
|
Decision.
|
18
|
12.5
|
Discovery.
|
18
|
12.6
|
Submission
to Jurisdiction.
|
18
|
12.7
|
Fees;
Expenses.
|
18
|
12.8
|
Amendment
to LCIA Rules
|
18
|
12.9
|
Agents
for Service of Process
|
19
|
13
|
NATURE
OF AGREEMENT
|
19
|
14
|
FORCE
MAJEURE
|
19
|
15
|
INSURANCE
|
20
|
16
|
LICENSES
AND TAXES
|
20
|
17
|
QUALITY
ASSURANCE PROCEDURES
|
20
|
17.1
|
Subcontractor
Quality Assurance Procedures
|
21
|
17.2
|
Non-conformances
|
21
|
17.3
|
Adequacy
of Methods and Equipment
|
21
|
18
|
LABOR
AND IMMIGRATION LAWS
|
21
|
19
|
TRAINING
OF EMPLOYEES
|
21
|
20
|
SAFETY
CULTURE
|
22
|
21
|
CODE
OF ETHICS
|
22
|
22
|
SAFEGUARDS
INFORMATION
|
23
|
23
|
NUCLEAR
LIABILITY PROTECTION
|
23
|
24
|
MISCELLANEOUS
|
23
|
24.1
|
Assignment
|
23
|
24.2
|
No
Third Party Beneficiaries
|
24
|
24.3
|
Survival
|
24
|
24.4
|
Headings
|
24
|
24.5
|
Amendments
or Modifications
|
24
|
24.6
|
Reproduction
of Documents
|
24
|
24.7
|
Severability
|
24
|
24.8
|
Contract
Construction
|
25
|
24.9
|
Entire
Agreement
|
25
|
24.10
|
Counterparts
|
25
|
ATTACHMENT
A - STATEMENT OF WORK
|
27
|
|
ATTACHMENT
B - THORIUM POWER RESOURCES
|
28
|
|
29
|
||
ATTACHMENT
D – COMPENSATION
|
30
|
A.
|
FANR
is in the process of being formed to establish and manage nuclear
regulatory activities in the UAE;
|
B.
|
Thorium
Power has been providing consulting and strategic advisory services
to the
Executive Affairs Authority of Abu Dhabi for the evaluation and
development of a nuclear energy program in the United Arab Emirates
(“UAE”) and corresponding establishment of a nuclear regulatory authority
in the UAE under two previous agreements (listed in Recitals
C
and D
below), entered into with the Executive Affairs Authority of Abu
Dhabi
(“EAA”);
|
C.
|
FANR
wishes to implement the “Roadmap” that was provided under the Professional
Services Agreement of 30 November 2007 with the EAA and prepare for
the
continued evaluation of, and, if such evaluation is successful, the
establishment of a
nuclear regulatory authority in the
UAE;
|
D.
|
On
17 March 2008, EAA and Thorium Power entered into Amendment Number
1 to
the Professional Services Agreement of 30 November, 2007, to provide
for
early start of implementation of certain high-priority activities
that
were identified in the Roadmap (“Quick-Start
Amendment”);
|
E.
|
Thorium
Power maintains access to specialized expertise for providing consulting
and strategic advisory services to FANR for the purpose of evaluating
and,
if relevant, the establishment of a nuclear regulatory authority
in the
UAE; and
|
F.
|
FANR
desires to obtain Thorium Power’s services as an advisor in the design,
implementation and management of the regulatory authority, and to
support
certain project management and execution activities related to developing
the program as described in the Roadmap, where FANR forms a key part
of
the UAE Nuclear Energy Program Implementation Organization
(“NEPIO”).
|
1.1 |
Thorium
Power Services
|
·
|
Act
as strategic advisor to FANR and other UAE Government entities designated
by FANR on civilian nuclear regulatory and energy matters, based
on
priorities set by FANR from time to
time.
|
·
|
Support
the creation of FANR and its ongoing project management & project
execution activities in relation to the evaluation and, if relevant
development of the nuclear energy program of the UAE, where FANR
has the
responsibility to oversee nuclear regulatory activities in the UAE
and is
a key part of NEPIO. The services will generally be guided by the
Roadmap
with subsequent modifications of implementation objectives as agreed
from
time to time between the Parties.
|
1.2 |
Thorium
Power Resources
|
1.3 |
FANR
Resources and Support
|
1.4 |
Compensation
|
1.5 |
Quarterly
Reviews
|
·
|
Meet
at a location agreed by the Parties (in Abu Dhabi unless agreed otherwise
by the Parties).
|
·
|
Review
the performance of FANR departments, Thorium Power, other key vendors
and
other entities as relevant to the activities of the Parties under
this
Agreement, in relation to the program schedule, budget and other program
objectives & policies; and Thorium Power shall prepare a written
report in advance of the review on these topics.
|
·
|
Modify,
as appropriate and as agreed between, the Parties, the program schedule,
budget or other objectives, and correspondingly agree on updates
to the
Services.
|
·
|
Review
the staffing needs for the activities of the Parties under this Agreement
(including Thorium Power’s resources) and agree on staffing changes as
described in Article
2
(Staff
Management).
|
·
|
Review
proposals for new or modified 3rd
party service providers and equipment vendors.
|
·
|
Update,
as appropriate and as agreed between the Parties, the information
included
in Attachments
A through D,
as well as the names of individuals excluded from transfer to ENEC
under
the provisions of Clause 2.3 of this Agreement.
|
· |
Thorium
Power shall cooperate in the transfer of eligible
staff.
|
· |
Employment
or consulting agreements between Thorium Power and transferring personnel
shall be modified to the extent agreed between FANR and the relevant
personnel immediately prior to transfer and Thorium Power shall waive
applicable portions of non-compete provisions to facilitate the provisions
of this Agreement.
|
· |
No
Thorium Power employees shall be eligible for transfer within twelve
(12)
months of the Effective Date. For the avoidance of doubt this does
not
apply to consultants to or agents of Thorium
Power.
|
· |
Any
employees of Thorium Power or its subsidiaries as set out in the
side
letter dated July 7, 2008 and signed by the President of Thorium
Power
shall only be eligible for transfer with the approval of Thorium
Power.
|
· |
FANR
shall provide three (3) months notice (“Transfer Notice Period”) to
Thorium Power of the intention to hire Thorium Power staff
directly.
|
· |
Following
the transfer notice, FANR shall continue to pay Thorium Power for
the
resource during the Transfer Notice Period at the prevailing rate
at the
time of notice.
|
· |
Upon
the effective transfer from Thorium Power’s payroll, FANR shall pay
Thorium Power a transfer fee of thirty three percent (33%) of the
individual’s new first twelve (12) months cash compensation (including
salary and bonus target), plus reasonable costs as agreed to by the
Parties to cover Thorium Power’s recruiting, training, administrative and
overhead expenses.
|
· |
No
more than twenty five percent (25%) of Thorium Power’s employees as
committed to FANR under this Agreement during any 12 month period
can be
transferred over the subsequent twelve (12) month period. For the
avoidance of doubt, this paragraph does not apply to consultants
to or
agents of Thorium Power.
|
· |
In
order to maintain stability in the project, FANR shall not discuss
offers
of employment, directly or indirectly, with Thorium Power employees
without prior consultation with Thorium
Power.
|
2.4 |
Non-Solicitation
|
3.1 |
Term
|
3.2 |
Termination
for Default
|
3.3 |
Termination
for Convenience
|
(a)
|
shall
not apply to any claims, demands, suits, costs or damages which arise
directly or indirectly out of the gross negligence of any Indemnitee,
the
wilful default of any Indemnitee or the breach of this Agreement
by
Thorium Power;
|
(b)
|
shall
not apply to any claims, demands, suits, costs or damages which arise
directly or indirectly out of any Nuclear Damage caused by a nuclear
reactor outside of the UAE;
|
(c)
|
shall
not apply to any claims, demands, suits, costs or damages to the
extent
that Thorium Power is insured to cover the costs to it of such claims,
demands, suits, costs or damages, even in circumstances when the
relevant
insurance policy is taken out by FANR or a third party without the
knowledge of Thorium Power; and
|
(d)
|
notwithstanding
Section 24.3, shall cease to apply upon any termination of this Agreement
arising as a result of a breach of this Agreement by Thorium Power.
|
17.1 |
Subcontractor
Quality Assurance
Procedures
|
17.2 |
Non-conformances
|
17.3 |
Adequacy
of Methods and Equipment
|
24.1 |
Assignment
|
24.2 |
No
Third Party Beneficiaries
|
24.3 |
Survival
|
24.4 |
Headings
|
24.5 |
Amendments
or Modifications
|
24.6 |
Reproduction
of Documents
|
24.7 |
Severability
|
24.8 |
Contract
Construction
|
24.9 |
Entire
Agreement
|
24.10 |
Counterparts
|
THORIUM
POWER, LTD.
|
EMIRATES
NUCLEAR ENERGY CORPORATION
|
|||
By:
|
/s/ Seth Grae |
By:
|
/s/ Khaldoon Al Mubarak | |
Name:
|
Seth Grae |
Name:
|
Khaldoon Al Mubarak | |
Title:
|
President and CEO |
Title:
|
Chairman, Executive Affairs Authority |
1. |
Design
and Launch of FANR Organization:
|
·
|
Provide
direction on FANR organizational structure, position definitions
and
operating procedures, utilizing international industry best
practices.
|
·
|
Act
as surrogate for key nuclear & regulatory related management positions
(pending permanent hires) to quickly establish operational policies
and
initiate productive work.
|
·
|
Act
as mentor: transfer expert knowledge from the Thorium Power team
to
personnel in the permanent FANR organization and provide operational
support to assure successful
transition.
|
·
|
Support
recruiting strategy and execution for nuclear & regulatory specific
permanent positions in FANR, and help establish network of nuclear
&
regulatory recruiting sources for the new HR
functions.
|
2. |
Development
and Execution of FANR’s Operational and Administrative
Plans:
|
·
|
Provide
strategic advice to FANR organization and department heads on nuclear
& regulatory matters.
|
·
|
Provide
project management expertise to enable meeting key FANR development
objectives.
|
·
|
Execute,
under direction of incoming FANR department heads, nuclear &
regulatory related projects across the new
organization.
|
1.
|
FANR
Development & Management
|
·
|
Supporting
FANR Director General, Board and its support
functions.
|
2.
|
FANR
Administration
|
·
|
Supporting
FANR administrative department, including finance and
budgeting.
|
3.
|
FANR
Operations
|
·
|
Supporting
departments within FANR responsible for e.g., security & safeguards,
licensing, regulations and rad
safety.
|
·
|
Thorium
Power will form and manage the functional teams consisting of qualified
and experienced personnel with appropriate expertise including
management
of nuclear regulatory authorities, IAEA related matters, nuclear
technology, licensing, security & safeguards, regulations, rad safety,
fee structure design and budgeting for regulatory authorities,
regulatory
staff management and recruiting.
|
·
|
Each
functional team will have a project leader who will interface with
the
corresponding FANR department heads. Thorium Power will designate
such
project leaders in consultation with FANR. The leader of the functional
team FANR Development and Management will act as head of the Thorium
Power
team and will interface with FANR’s Director
General.
|
·
|
Temporary
interfaces for Thorium Power’s project leaders in order to adequately
review and approve work product, and make decisions related to
the
Services, as outlined in ATTACHMENT
A-
STATEMENT OF WORK
|
·
|
Working
resources available to be embedded into Thorium Power’s functional
teams.
|
·
|
Facilitate
Thorium Power’s interactions with UAE government
authorities.
|
1.
|
Professional
Fees
|
2.
|
Expenses
|
3.
|
Invoices
|
4.
|
Offsets
|
5.
|
Taxes
|
6.
|
Record
Keeping
|