Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698079977363.pdf (Sierra Leone)
badea t)t, - ^ --- - ----.- t, FRAMEWORK AGREEMENT FOR PROTECTION OF INVESTMENT Between The Republic of Sierra Leone and The Arab Bank for Economic Development in Africa DATED l7 November 2079 Yz (o Badea M Bark lt Eaqtu D.dalgPrrrao, t r Aftica Eanqua A/,.b.

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@do.ott { I I l I i , 1 \ AGREEMENT between the Republic of Sierra Leone (hereinafter called the Host Country) and the Arab Bank for Economic Development in Africa (hereinafter called BADEA).
Whereas the Host Country has requested BADEA to assist in financing private sector activities (Investment Activities) involving entities located in the Host Corintry, with a view to improve the living standard of its people and strengthen the ties between African and Arab states.
And whereas the Host Country and BADEA being mindful that a stable framework arrangements for financing private sector activities within the territory of the Host Country will conduce to the effective utilization of economic resources and contribute towards the improvement of living , standards, accordingly, have resolved to conclude a Framework Agreement for protection of such investment activities, NOW THEREFORE, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.01 Wherever used in this Agreement, and unless the context otherwise requires, the following terms have the following meanings: (a) "lnvestment" mearu every kind of investment owned or controlled directly or indirectly by BADEA in the Territory of the Host Country and without prejudice to the generality of the foregoing includes and not limited to, the form of: z o ic Ba I I ' 2 I 1l direct loans to the private sector entities located in the territory' of the Host Country and eligible for BADEA's funding.
shares, stocks , and other forms of equity participatiory and bonds, credits, debentures, and other forms of debt interest, in an Enterprise ; iii.

tangible property, including real property; and intangible property, including rights, such as leases, mortgages, liens, pledges and rights to payment arising under any form of debt instrument of whatever naturel iv.
contractual rightg such as those under construction or management contracts, production or revenue-sharing contracts, concessions or other forms of contracts; v. rights conferred by or pursuant to law, such as licenses and perrnits; and vi.

Intellectual property, including'copyrights and related rights, patents, industrial designs, as well as advisory services and confidential business information.
(b) "Entelprise" means any entity a corporation, partnership, sole or joint venture or association or any other organization wholly or partly privately owned with contribution of not less than 51% of its shares, and eligible for BADEA's funding pursuant to its related rules.

(b)'Territory" means the territory of the Host Country.

kz o Bad ea I I i i I J ARTICLE II GENERAL PRINCIPLES 2'01 with respect to the establishmen!
acquisitiory expansiory riranagement, conduct, operation and sale or other disposition of investment", ti" rtori country shall accord treatments thereto no less favorable than that it accords in like situations, to Investments in its Territory by any other multilateral development finance institution operating in the Host Country (hereinafter referred to as ,,most favored party-).
2'02 The Host Country shalr ensure that its laws, regulatioru, administrative practice and procedures of general applicatiory and adjud.icatory decisions that pertain to or affect Investments are promptly pubrished or otherwise made publicly available.
2'03 The Host co'ntry shalr provide effective mearu of asserting claims and enforcing rights with respect to lnveshirents and shall ,ro,"ir, *y *uy impair, by unreasonable or discriminatory measures, Ur" *ur,ug"-e.rt, conduct, operation, sale or other disposition of any such investmlnt.
2'04 The Host country shalr at a[ times accord to Investments in its Territory fair and equitable treatment and fufl protection and security, and shall rn no case accord less favored keatment than that required by or under intemational law.
2'05 The Host Country shall pursuant to its raws and regulations accord to BADEA and its Investments or, as the case may require, the officials, ' agents and other representatives of BADEA, treatrnent no less favorabre that the Host Country accords to the most favored party and its Lrvestments (hereinafter referred to as.,,most favored pagy treatment,,), and such treatment shal extend but not be limited to the issuance of visas or permits to enter and remain in its Territory for the pulpose of initiating, appraising, establishing or administering, wi.,ainj ,rp or otherwise terminating any Investment or any other activiry c;nn;ted therewith located in its Territory.
mlc Yz to Badea I 4 ARTICLE III PRIOR NOTIFICATION OF INVESTMENT PROPOSAL 3.01 BADEA shall prior to each Investment request the Entelprise to securc the approval of the Govemment of the Host Country of the envisaged Investment.

Such approval will be forwarded to BADEA by thc representative of the Host Country designated in that behalf.
ARTICLE IV EXPROPRIATION 4.01 The Host Country shall not expropriate or nationalize an Investment either directly or indirectly through measures tantamount to expropriation or nationalization except for a public purposei in a non-discriminatory rvurner, upon payment of prompt, adequate and effective compensation; and in accordance with due process of the law and the general principles of treatment provided for in Article II above.
4.02 Compensation shall be paid without delay and shall be equivalent to the fair market value of the expropriated Investment immediately before the cxpropriatory action was taken; and be fully realizable and freely transferable.

The fair market value of such Investment shall not be adversely affected by *y change in value occurring because the expropriatory action had become known before the date of expropriation or its implementation.
ARTICLEV COMPENSATION FOR LOSSES 5.01 The Host Country shall accord most favored party treatment to the Investments as regards any measures relating to losses that Irrvestments suffer in its Territory owing to the newly established regulatory arrangements, war or other armed conflict, revolutiory state of national emergenc, iruurection , civil disturbance of similar event.
i/Ic Iz 6 5 02 The Host Country shall effect restitutiory or pay compensation in accordance with Section 4.02 above, in the event that Investments suffer losses in its Territory, owing to newly established regulatory arrangements/ war or other armed conflict, revolutiory state of national emergency, insurrection, civil disturbance, or similar events; that result from: (a) Requisitioning of all or part of such lnvestment by the Host Country's forces or authorities; or (b) Destruction of all or part of such Investments by the Host Country's forces or authorities that was not required by the necessity of the sifuation.
ARTICLE VI PAYMENTS AND TRANSFERS iOt The Host Country shall permit all trinsfers relating to an Investment to be made without restrictions and without delay into and out of its Territory.

Such transfers include: (a) Loans principals, interests, royalty payments, management fees, technical assistance and other fees; (b) Profits, capital gains, (c) Proceeds from the sale of all or any part of the Investment or from the partial or complete liquidation of the Investmen!
(d) Contributions to capita| (e) Payments made under a contracq and (f) Compensation pursuant to Articles [V and V. The Host Country shall permit transfers to be made in a freely convertible currency at the most preferred rate of exchange prevailing offered by the foreign exchange authorities.
Iz r0 Badea 6 ARTICLE VII ONFRO M TAXATION I ; : I i In compliance with the general principles set out in Article tr and, in particular, the stipulations relating to the most favored party treatment, BIDE& its assets, loan principals ,interest amount, commitment and other.
eventual charges ,pioperty, operations, and any obligation or sc'curity issued or guaranteed by BADEA, and any other transactions undertaken by BADEA in corrnection with any Investrnent in the Tcrritory or the Host Country, authorized by or pursuant to this Agreement, shall be exempt from any withholding tax or any other for.m of taxation on dividends or on any other payment Jr transaction specified nrrdcr or pursuant to Section 6.01 or levies or duties chargeable or othcrwise imposed by, or in the Territory of, the Host Cor.ritry; and rofcrcnces in this article BADEA shall be construed as including rcfcrcnces to the officials, agents and other representatives of BADEA npccified in Section 2.05 above.
Nolwith"standing Section 2.01, it is hereby understood that: (n) thc reference therein to the officials of BADEA shal not include nntionals and other third parties resident in the Host Country; (tr)'ny Enteryrise in which BADEA has an Investment shall at all times bc deemed to be subject to the laws of the Host Country and, without llmiting the Generality thereof, shall include all applicable tax or othcr form of fiscal legislation.
ARTI CLE VIII CONSULT ATION Thc parties to this Agreement agree to consult promptly, on the request of either party, to resolve any dispute, or".ry or claim in crrnncrction with this Agreement or the breacll termination or invalidity lhcreof or otherwise relating to the interpretation or apptcation of this Agrcement or the realization of the obyeciives of this Agreement.
"orrt tlllC Yz o Badea Ii ,0t 7 ARTICLE IX ARBITRATION Arry disputes, controversy or claim arising out of or relating to this Agreement or the breach,'termination or invalidity thereof or otherwise rclating to the intelpretation or application of this Agreemen!
that is not resolved through consultations within (90) days from the date of the consultation request, shall be submitted upon request of either party to nn arbitral tribunal for a binding decision in accordance with the npplicable rules of intemational law.

In the absence of an agreement by tl'rc parties to the contrary, the UNCITRAL Arbitration Rules, in force nnd cffect on the date of this Agreement , shall govem.
)2 'l'ho llost Country and BADEA will each appoint one arbitrator and the two nrbitrators so appointed shall together appoint the third arbitrator nt Umpirc, failing which such third arbitrator shall be appointed by the Intcrnational Court of Arbitration in Paris, France.

Where the UNCITRAL Arbitration Rules do not provide for a particular situation, tltl' nrbitrators shall in their absolute discretion decide what course of nctlon nhould be followed and the arbitrator's decision shall be final.
Atly nrbitration under this Agreement shall be held in a state that is a pilty to the United Nations Convention on the Recognition and Ilflforccment of Foreign Arbitral Awards, done in New York, United 9tatog of America, on |une 10, 1958; and the English Language shall be umd through the arbitration proceedings.
Itnch pnrty to this Agreement hereby waives any right of sovereign lDmunlty as to it and its property in respect of the enforcement and 0locutlon of any award rendered by an arbitral tribunal constituted Ufldcr or pursuant to this Agreement.

Yz o MIC D ,s , .9-.


Badea / 8 ARTICLEX GOVERNIN G LAW 10.01 This Agreement and all documents executed in corurectibn therewith as well as their validity,'enforcement, and interpretatiory and all disputes arising thereunder, shall be govemed by the applicable provisions of this Agreement and shall be supplemented by the appticaile principles of intemational law, equity and justice.
ARTICLE XI MAINTAIN ING OF OTHER RIGHTS AND OBLIGATI ONS 11.01 This Agreement shall not be construed so as to derogate from any obligations of the Host Country under the following measures, especially in cases where sueh measures entitle the lnvestment to treatment more favorable than that accorded by this Agteement, that is to say: (a) the laws and regulations, administrative practices or procedures, or administrative or adjudicatory decisions of the Host -ountry; (b) intemational legal obligations; or (c) any other obligations assumed by the parties to this Agreement, including those contained in an lnvestment authorization or an agreement or other legally enforceable undertaking for or in connection with an Investment.
c oa Yz r0 ffi & Badea -9 9 ARTICLE XII COMMUNICATIONS I I ; 12.01 The Minister of Finance is designated as the representative of the Host country for the pulpose of signing and implementing this Agreement.

L2.01 Any notice or other coflununication required or permitted to be given or made under this Agreement shall be in writing.

Such notice or communication shall, as appropriate for the concemed requiremen!
be deemed to have been duly given or made when it has been delivered by hand, mail, telefax or other electronic means to the party to which it is required to be given or made, at the party's address specified below or at any other address as the party shall have specified in writing to the party giving the notice or making the communication.
For the Host Country: The Ministry of Finance Treasury Building , George Street Freetown-Sierra Leone Te\?r)1ll/225926 Fax:22A172/28826 E-Mail jjsaff a@yahoo.co.uk FoTBADEA: The Arab Bank for Economic Development in Africa (BADEA) P. O. BOX2640 Post Code (11111), Khartoum Republic of Sudan Tel.

: Fax: E-mail: (249-183) 7n7@ / 77%46 (249-183) nw / 77M98 badea@badea.org z 6 Badea .. .

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10 ARTICLE XIII ENTRY INTO FORCE, AMEDMENTS.


DURATION AND TERMINATION 13.01 This Agreement shall enter into force following the receipt by BADEA of the instrument of ratificatiory a legal opinion or certificatiory or other documentary evidence of approval by the Host Country of this Agreement and upon the written certification by BADEA that all its intemal legal requirements for the entry into force of this Agreement have been ftrlfilled.
13.02 This Agreement may be amended by mutual written agreement of the Parties 13.03 This Agreement shall remain in force for an indefinite period, on the understanding ttrat either party is at liberty to terminate it at any time provided that a notice of termination is given to the other party six months in advance.
13.04 Notwithstanding the termination of this Agreement, all other provisions thereof, except .those relating to the establishment of a new Investment shall continue to apply to any Investments established or acquired prior to the date of its termination.
rCz ro o4 tr Badea iL .L t t L L L t I I I t1 1 I I E il [l il i ', IN WITNESS wlrlr,,uf lllr' li'ttllt'l hereto, acting through their duly authorized reprt's(.nlrrll\ ,, lr,tr l r,tttoltl this agreement to be signed in two copies, each consitlr,r ,',1 ,r 11 r ,t l11ll trt I rtttrl both to the same and one effect.

FOR THE HOST('Ot tN I ll\, Signature::-- $\ [*' Name: H.E.
Slf l,t l,rr llr ll lhl I Title: Minislcl l,l l'ltt'tttr rl ( ( ); ) FOR BA Signature : ------ Name: Dr. Sidl ( )trhl l A ll Title: Dircckrr (,irrrtrrt rtl Badea I E i-