Exhibit 10.18

Professional Services Agreement 

 This Professional Services Agreement (“PSA” or “Agreement”), effective April 19, 2025, is made and entered into by and between X Energy, LLC (“X-energy” or “Client”), a Maryland limited liability company, having an office at 530 Gaither Road, Suite 800, Rockville, MD, 20850 and Outpost Consulting Inc. (“Consultant”), having an office at 752 Wendy Culbert Crescent, Newmarket, Ontario, Canada, L3X 0A3.

WHEREAS X-energy wishes to secure Consultant’s performance of consulting and other professional services as defined herein (“Services”);

WHEREAS, Consultant wishes to enter into an agreement with X-energy for the performance of the Services set forth herein;

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

I.              DESCRIPTION OF PROFESSIONAL SERVICES

Consultant shall provide Services to X-energy subject to the Terms and Conditions attached hereto as Exhibit A. Services are described in specific Purchase Order(s) and are generally described in the Statement of Work (“SOW”) set forth in Exhibit B.

II.            PURCHASE ORDERS

Consultant will perform Services pursuant to individual Purchase Order(s) issued by an authorized member of the X-energy Procurement Department. The Consultant shall provide all resources necessary to deliver and/or perform the Services in the Purchase Order(s).

Consultant is authorized to provide up to $30,000 of Services per month. Amounts exceeding $30,000 will require prior written approval by X-energy. The total amount of Services invoiced shall not exceed the Total Value Not to Exceed listed in each Purchase Order. X-energy is not obligated to compensate Consultant beyond the Total Purchase Order Value Not to Exceed listed in each Purchase Order. The Total Purchase Order Value Not to Exceed listed in each Purchase Order may be increased only by a written instrument signed by an authorized Procurement Representative of X-energy.

III.           CONTRACT VALUE AND FUNDING

The Contract Value and Funding limits of this PSA are the sum of all awarded Purchase Orders.

IV.           CONSULTANT FEES AND PERIOD OF PERFROMANCE

Consultant’s fully loaded hourly fees for its principals are set forth below. All fees include direct costs and indirect costs, including without limitation, G&A and profit, and shall remain fixed for the term of this PSA. Consultant will provide X-energy the rates or fees for others not listed below who Consultant may retain to assist in the performance of the Services.

The initial period of performance is twelve (12) months from the Effective Date.

V.            EXCLUSIVITY

Neither Consultant nor any Principal of Consultant shall perform or contract for the provision of services, or serve in an advisory or governance capacity to any advanced or small modular nuclear reactor company or advanced nuclear fuels company while providing Services to X-energy under this Agreement. Upon termination of this Agreement, but subject to Consultant’s ongoing confidentiality obligations as set forth in Paragraph 5 of Exhibit A, Consultant’s exclusivity obligations shall also terminate.

VI.           CONSULTANT AND X-ENERGY ADMINISTRATIVE CONTACTS

IN WITNESS WHEREOF, the parties have, through their authorized representatives, executed this Agreement, which consists of the Terms and Conditions and all Exhibits and attachments hereto, to be effective as of the date first set forth above.

Exhibit A

TERMS AND CONDITIONS

1.             Services.

(a)            Consultant will perform the Services described in the Statement of Work (“SOW”), set forth in Exhibit B.

(b)            Consultant agrees not to subcontract or assign any portion of the Services or this Agreement, or use any subcontractor, independent contractor or other third party (collectively, “Subcontractor”) to perform the Services, without X-energy’s prior written consent, which will be reasonably provided. If X-energy provides written consent for the Consultant to use a Subcontractor: (i) Consultant shall be responsible in all respects for compliance by the Subcontractor with all terms and conditions of this Agreement; and (ii) Consultant shall obtain Subcontractor’s written consent to be bound by the confidentiality obligations herein prior to the commencement of performance.

2.             Representations and Warranties.

Consultant hereby acknowledges, represents and warrants that:

This Agreement shall be effective as of the date first above written (“Effective Date”) and shall continue in full force and effect for a period of 12 months, unless sooner terminated in accordance with Paragraph 10 hereof.

Invoices shall be submitted once a month, by the 5th calendar day of the month, reporting the number of hours of work that Consultant has performed for X-energy through the end of the previous month. Each invoice will include:

All invoices shall be sent to accountspayablefx-energy.com by the 5^th calendar day of the month subsequent to the month that the work is performed.

(a) Consultant agrees that all work product developed by Consultant alone or in conjunction with others in connection with the performance of services pursuant to this Agreement is and shall be the sole property of X-energy, and Consultant shall retain no ownership, interest, or rights therein except to the extent of any Consultant Background IP which may be embodied in the work product as further defined in paragraph 6 (b). Work product includes but is not limited to reports, graphics, memoranda, slogans, and taglines. X-energy shall have the full title and all rights in and to (including the sole right to obtain patents on) any inventions, ideas, discoveries, methods, processes, designs, drawings, calculations, data, information, reports, computer programs and concepts of any nature (“Data”) whatsoever made or conceived by Consultant during the performance of the Services in this Agreement. Consultant shall keep confidential and shall not publish or otherwise disclose any such Data without X-energy ’s prior written consent or retain copies of such Data after the termination of this Agreement. Works of authorship created in performing the services hereunder shall be considered as specially ordered or commissioned “work for hire” and all copyrights for such works of authorship shall belong to X-energy. Consultant agrees to provide such Data to X-energy and to execute all documents and comply with any reasonable request of X-energy in connection with patents or patent applications which may be undertaken at X-energy’s expense.

Notwithstanding the above, X-energy understands that special techniques in the arts and sciences, developed or accumulated by Consultant at its own time and expense, may be employed to benefit X-energy under this Agreement (“Background IP”), and agrees that such special techniques are proprietary to Consultant and shall not be disclosed to any third party during or subsequent to the term of this Agreement without Consultant’s prior written consent; provided, however, that to the extent any such Background IP is embodied in work product, Consultant hereby grants to X-energy a perpetual, royalty-free, fully paid license right of use with respect to such Background IP such that X-energy shall not be restricted in any way from utilizing the work product for its intended use.

(a) Consultant’s relationship with Client will be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. Consultant is retained by X-energy only for the purposes and to the extent set forth in this Agreement for the performance of the Services. Consultant is not required to provide services exclusively to X-energy and Consultant is free to undertake other engagements with other business entities in accordance with the confidentiality and conflict of interest provisions herein. Consultant shall be solely responsible for the performance of the Services, and subject to the terms of this Agreement, shall have sole discretion and control to determine the method, details and means of performing the Services, subject to the specifications and limitations of X-energy. X-energy shall have no right to, and shall not, control the manner or determine the method of accomplishing the Services, but X-energy retains the right to control the overall objectives regarding the duties and/or work to be performed by Consultant pursuant hereto.

(b) Consultant hereby represents and warrants that Consultant is solely and exclusively responsible for paying all federal, state and/or local taxes and withholdings with respect to any fees Consultant receives as a result of the performance of the Services. In addition, Consultant represents and warrants that it will comply with any other applicable statutory or contractual obligations, including but not limited to, workers’ compensation insurance, health insurance, and unemployment insurance as part of Consultant’s status as an independent business. Consultant on behalf of its officers, directors, employees and agents if any, represents and warrants that it is not eligible, and will have no claim against X-energy, for employee benefits, including but not limited to vacation or holiday pay, sick leave, health insurance, retirement benefits, unemployment insurance benefits, separation payments or other employee benefits of any kind (collectively, Benefits). If any government agency or court determines that Consultant should be reclassified as an employee, Consultant hereby waives any right to X-energy Benefits and acknowledges and understands that such reclassification shall not entitle Consultant to any Benefits offered to X-energy’s employees.

8.             Export Control.

Consultant acknowledges that the performance of this Agreement is subject to compliance with applicable United States laws, regulations, and/or orders, including those that relate to the export of materials, equipment, software, or technology, such as the U.S. Department of Energy regulations found in 10 C.F.R. Part 810, the U.S. Nuclear Regulatory Commission regulations in 10 C.F.R. Part 110, the International Traffic in Arms Regulations (“ITAR”) found in 22 C.F.R. Parts 120-130 controlled by the U.S. Department of State or the Export Administration Regulations found in 15 C.F.R. Part 730 et seq. (“EAR”) controlled by the U.S. Department of Commerce, as may be amended (collectively, “Export Control Laws”). Consultant shall comply with all Export Control Laws. Consultant shall not export, re-export, transfer, or retransfer, directly or indirectly, any technology, data, services, or hardware, except as permitted by such Export Control Laws. Consultant further acknowledges that exports of technology and items subject to the Export Control laws may require prior written approval from the U.S. government and that exports or re-exports of any U.S. technology to any destination under U.S. sanction or embargo are forbidden. Compliance with the foregoing provisions shall be supported and/or provided by X-energy.

9.             No Unlawful Payments.

Consultant is aware of and familiar with the provisions of the Foreign Corrupt Practices Act and analogous laws (e.g., UK Bribery Act) that are applicable to X-energy under its laws of incorporation, as well as any other applicable laws that otherwise subject X-energy, including without limitation any laws implementing the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions, as these laws may be amended or interpreted from time to time (the “Corrupt Payment Laws”) and their purposes.

Consultant hereby represents and warrants that it has complied, and undertakes that, in performing this Agreement, the Consultant shall comply with and do all things necessary to comply with the Corrupt Payment Laws that apply to this Agreement and the performance thereof.

10.           Termination.

(a) This agreement may be terminated by either party by giving (60) sixty days written notice to the other party. Termination under this Paragraph shall be without prejudice to any sums therefore accrued, provided however, that X-energy may retain any final payment otherwise due to Consultant pending Consultant’s satisfactory completion of any work remaining under assigned PO(s), or such other satisfactory completion as may be agreed to by X-energy.

(b) X-energy may immediately terminate this Agreement and Consultant’s Services at any time if Consultant engages in misconduct or any fraudulent or dishonest act against X-energy or in connection with providing services to X-energy; Consultant violates any applicable law or regulation relating to dishonesty or respecting X-energy’s business, or that disqualifies Consultant from being affiliated with Consultant; Consultant habitually neglects his duties or provides substandard service; or Consultant otherwise violates any of the terms of this Agreement. If Consultant’s services are terminated for misconduct, fraudulent or dishonest acts, or violation of laws or regulations, any fees that have not been paid will be forfeited and not paid to Consultant. If any of the other events identified in this Paragraph occur, payments will end on the date Consultant’s services are terminated.

11.           Suspension of Work.

X-energy shall have the right to suspend the performance of the work at any time by giving twenty-four (24) hours prior notice in writing of such action plus such reasonable time as may be required for the suspension of the work so as to beneficially conserve what work has been done or is actually in progress for future use. No prior notice in writing is required if suspension is necessary as a result of Consultant violating safety procedures. Suspension of the work shall be made without prejudice to the claims of either party respect of any antecedent breach of the terms of this Contract. Consultant shall, during the period of suspension, minimize all costs associated with the suspension. Upon receipt of any notice of suspension, Consultant shall, unless the notice requires otherwise:

As compensation to Consultant for any suspension, Consultant shall be reimbursed for reasonable costs incurred as a result of the suspension, such as mobilization and demobilization of Consultant and its subcontractors and reasonable costs in bringing the work to an orderly state of suspension, as well as cancellation costs and any expenses reasonably incurred, including escalation costs. Any suspension or work stoppage due to Consultant’s or Consultant’s subcontractors’ or agents’ safety violations shall be at Consultant’s expense. In addition, standby costs incurred by Consultant during the period of suspension (except for safety violations) incurred in keeping itself or its subcontractors committed to the work in a standby status shall be paid by X-energy on a reimbursable basis.

12.           Limitation of Liability.

Other than damages due to breaches of confidentiality, in no event shall the Parties be liable for any special, indirect, incidental or consequential damages (including, but not limited to, lost profits, lost business opportunities, loss of use or equipment down time, and loss of or corruption to data) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought.

13.           Indemnification.

(a) Consultant shall indemnify, defend and hold harmless X-energy and its affiliates, as well as X-energy’s and its affiliates’ members, managers, officers, directors, employees, agents, representatives from and against any and all third party claims, suits, causes of action, proceedings, liabilities, injuries to persons or property, cost and expenses (including reasonable attorneys’ fees) arising from Consultant’s grossly negligent or worse conduct except to the extent any such liability, damage, loss, cost or expense is caused by X-energy’s gross negligence or worse conduct. Such damages include but are not limited to injury or death of persons, loss of or damage to property (including loss of use thereof), and economic loss, including lost profit or opportunity, pollution, and environmental impairment, and natural resource damages.

(b) X-energy shall indemnify, defend and hold harmless Consultant and its affiliates, as well as Consultant's and its affiliates' members,managers, officers, directors, employees, agents, representatives from and against any and all third party claims, suits, causes of action, proceedings, liabilities, injuries to persons or property, cost and expenses (including reasonable attorneys' fees) arising from X-energy's grossly negligent or worse conduct except to the extent any such liability, damage, loss, cost or expense is caused by Consultant's gross negligence or worse conduct. Such damages include but are not limited to injury or death of persons, loss of or damage to property (including loss of use thereof), and economic loss, including lost profit or opportunity, pollution, and environmental impairment, and natural resource damages.

(c) Consultant agrees to indemnify, protect and hold X-energy harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, and for payment of any workers' compensation premiums or other contributions imposed or required under federal, state and local laws, with respect to Consultant.

(d) Each party will notify the other of any claim for which indemnification is sought under this Agreement.

14.            Insurance.

Consultant shall maintain automobile bodily injury and property damage liability insurance covering automobiles, whether owned, non-owned, leased, or hired, with a combined single limit of not less than $500,000.00. When required by X-energy, Consultant will furnish certificates of insurance as evidence of the above-required policies.

15.            Non-Waiver of Rights.

The failure of either party to insist upon performance of any provision of this Agreement, or to exercise any right, remedy or option provided herein, shall neither be construed as a waiver of the right to assert any of the same or to rely on any such terms or conditions at any time thereafter, nor in any way affect the validity of this Agreement.

16.            Severability.

If any covenant, condition, term, or provision contained in this Agreement is held or finally determined to be invalid, illegal, or unenforceable in any respect, in whole or in part, such covenant, condition, term, or provision shall be severed from this Agreement, and the remaining covenants, conditions, terms and provisions contained herein shall continue in force and effect, and shall in no way be affected, prejudiced or disturbed thereby.

17.            Assignment.

Neither party may sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, X-energy may transfer or assign its rights hereunder to any successor in interest to all or substantially all of its assets.

18.            Governing Law.

This Agreement and all matters relating to the meaning, validity or enforceability thereof and the performance of Services hereunder shall be governed by and construed under the laws of the State of Maryland.

19.            Disputes.

X-energy and the Consultant agree to resolve any dispute arising under or relating to this Agreement via negotiation in good faith to attempt to reach a mutually agreeable resolution within a reasonable amount of time.

20.            Modification.

This Agreement may be modified, or part or parts hereof waived, only by an instrument in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom enforcement of the purported modification is sought.

21.            Conflicting Obligations.

Notwithstanding that Consultant may be, during the term hereof, an employee, consultant, board member, etc. of another company, Consultant will not engage in outside activities that would create a direct conflict of interest with X-energy's business. During the term of this Agreement and the six-month period thereafter, Consultant shall not solicit, hire or retain any X-energy employee.

22.            Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the Services to be performed by Consultant under this Agreement.

23.            Headings.

Headings used throughout this Agreement are for administrative convenience only and shall be disregarded for the purpose of construing and enforcing this Agreement.

24.            Waiver of Breach or Violation Not Deemed Continuing.

The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach or violation.

25.            Notices.

Any notice required or permitted to be given by one party to the other pursuant to this Agreement shall be in writing and may be given by e-mail or other means of electronic transmission (all subject to receipt being acknowledged) or certified letter (postage prepaid) addressed to the individual identified in Section V of this Agreement for the party intended as the recipient.

26.            Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same Agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Exhibit B

Statement of work

·     Project Long Mott ("PLM") and other Xe-100 projects:

·     XE DevCo support and strategic advice:

·     Canadian Market Support: