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AGREEMENT BETWEENJAPAN AND THE ISLAMIC REPUBLIC OF IRAN
ON RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE ISLAMIC REPUBLIC OF IRAN
ON RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENT
Preamble
Japan and the Islamic Republic of Iran (hereinafterreferred to as the “Contracting Parties”),
Desiring to intensify economic cooperation to themutual benefit of both Contracting Parties;
Intending to utilise their economic resources andpotential facilities in the area of investment as well as
to create and maintain favourable conditions for investmentby the investors of the Contracting Parties in each other’s
Territory; andRecognising the need to promote and protect investmentby the investors of the Contracting Parties in each other’s
Territory;
Have agreed as follows:
Article 1
Definitions
For the purpose of this Agreement, the meanings of theterms used therein are as follows:1.
The term “investment” refers to every kind of asset,
invested directly or indirectly by an investor of aContracting Party in the Territory of the other Contracting
Party in accordance with the laws and regulations of theother Contracting Party, including the following:(a)an enterprise and a branch of an enterprise;(b)shares, stocks or other forms of equity
participation in an enterprise;(c)bonds, debentures, loans and other forms of debt;(d)futures, options and other derivatives;(e)rights under contracts, including turnkey,
construction, management, production or revenuesharing contracts;

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(f)

claims to money and to any performance undercontract having a financial value;(g)intellectual property rights, including
copyrights and related rights, patent rights andrights relating to utility models, trademarks,
industrial designs, layout-designs of integrated
circuits, new varieties of plants, trade names,
indications of source or geographical indications
and undisclosed information;(h)rights conferred pursuant to laws and regulations
or contracts such as concessions, licences,authorisations, and permits, including those forthe exploration and exploitation of natural
resources; and(i)any other tangible and intangible, movable andimmovable property, and any related property
rights, such as leases, mortgages, liens andpledges.

The term “investment” shall also refer to the amounts
yielded by an investment, in particular, profit, capitalgains, dividends, royalties and fees. A change in the form
in which assets are invested does not affect theircharacter as an investment.
2.
The term “investor of a Contracting Party” refers to
the following person or enterprise of a Contracting Party
who makes an investment in the Territory of the other
Contracting Party:(a)a natural person who, according to the laws andregulations of the former Contracting Party, isconsidered to be its national; or(b)an enterprise which is established under the laws
and regulations of the former Contracting Party
and whose headquarters or whose real economic
activities are located in the Territory of thatContracting Party.

3.
The term “enterprise” refers to any legal person or
any other entity duly constituted or organised under theapplicable laws and regulations, whether or not for profit,
including any corporation, trust, partnership, sole
proprietorship, joint venture, association, organisation orcompany.

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4.
The term “investment activities” refers to operation,
management, maintenance, use, enjoyment and sale or otherdisposal of investments.
5.
The term “freely usable currency” refers to freely
usable currency as defined under the Articles of Agreementof the International Monetary Fund.
6.
The term “Territory” refers to areas under thesovereignty of either Contracting Party, as the case may
be, including territorial sea, and the exclusive economic
zone and the continental shelf over which either
Contracting Party exercises sovereign rights or
jurisdiction in accordance with international law.
Article 2
Promotion of Investment
1.
Either Contracting Party shall encourage its investors
to invest in the Territory of the other Contracting Party.
2.
Either Contracting Party shall, in accordance with its
laws and regulations, create favourable conditions for
attraction of investment by investors of the other
Contracting Party in its Territory.
Article 3
Admission of Investment
1.
Either Contracting Party shall, subject to its rights
to exercise powers in accordance with its applicable laws
and regulations, including those with regard to foreign
ownership and control, admit investment by investors of theother Contracting Party.
2.
This Agreement shall apply to investment approved by
the competent authority of the host Contracting Party, if
such approval is required by its laws and regulations. The
competent authority in the Islamic Republic of Iran is
Organization for Investment, Economic and Technical
Assistance of Iran or any other authority which may succeed
it.

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Article 4
Protection of Investment
1.
Each Contracting Party shall in its Territory accord
to investors of the other Contracting Party and to theirinvestments treatment no less favourable than that it
accords in like circumstances to its own investors andtheir investments or to investors of any non-Contracting
party and their investments with respect to investment
activities, whichever is more favourable to the investor.
2.
If a Contracting Party has accorded or would accord in
future special advantages or rights to investors of any
non-Contracting party by virtue of any agreement
establishing a free trade area, a customs union, a common
market or a similar regional organisation or by virtue ofany convention for the avoidance of double taxation, it
shall not be obliged to accord such advantages or rights toinvestors of the other Contracting Party.
3.
Paragraph 1 does not prevent either Contracting Party
from differentiating between treatments accorded inaccordance with its laws and regulations relating to taxes.
Article 5
General Treatment
Investments of investors of a Contracting Party shall,at all times, be accorded fair and equitable treatment andshall enjoy full protection and security in Territory of
the other Contracting Party. The concepts of “fair andequitable treatment” and “full protection and security” do
not require treatment in addition to or beyond that whichis required by the customary international law minimum
standard of treatment of aliens.
Article 6
Observance of Obligations
Either Contracting Party shall observe any obligation
it has entered into with respect to investments ofinvestors of the other Contracting Party.
Article 7
Performance Requirements
A Contracting Party shall not, in its Territory,
impose in connection with investment activities, any
measures, which are not discriminatory, on investment byinvestors of the other Contracting Party concerning export
requirements, export-import balancing requirements orexport restrictions.

- 4 -Article 8
Expropriation and Compensation
1.
Investments of investors of either Contracting Party
shall not be subjected to expropriation, nationalisation or
any other measure equivalent to expropriation or
nationalisation (hereinafter referred to as“expropriation”) by the other Contracting Party, except an
expropriation is taken for public purposes, in accordancewith due process of law, in a non-discriminatory manner andupon payment of effective, prompt and appropriatecompensation.
2.
The amount of compensation shall be equivalent to thefair market value of the investment immediately before theexpropriation has been taken, announced or made public,
whichever is the earliest.
3.
Compensation shall be calculated in a currency whichis convertible into freely usable currency at theprevailing market exchange rate at the date of actual
payment.
4.
The expropriating Contracting Party shall be under acommitment to pay compensation without undue delay. In
case of undue delay the financial cost related to thedelayed payment shall be borne by the expropriating
Contracting Party from the date of expropriation until thedate of actual payment. Such financial cost related to thedelayed payment shall be calculated in a currency which isconvertible into freely usable currency at the prevailingmarket exchange rate.
5.
Compensation and financial cost related to the delayed
payment shall be effectively realisable and freelytransferable.
6.
The investor affected shall have the right, under thelaw of the Contracting Party making the expropriation, toprompt review by a judicial authority or administrative
tribunals or agencies of that Contracting Party of its
case, including the valuation of its investment and thepayment of compensation, in accordance with the principles
set out in this Article.
7.
For the purpose of this Article, the term “financial
cost related to the delayed payment” refers to extra amountof money which is accrued, in accordance with internationalbanking practice, due to the delayed payments.

- 5 -Article 9
Losses or Damages
1.
Investors of either Contracting Party whose
investments suffer losses or damages due to any armed
conflict, revolution, insurrection, civil disturbance or
any other similar state of emergency in the Territory of
the other Contracting Party shall be accorded by the other
Contracting Party treatment as regards restitution,indemnification, compensation or any other settlement noless favourable than that accorded to its own investors or
to investors of any non-Contracting party, whichever ismore favourable to the investors of former Contracting
Party.
2.
Any payment as a means of settlement referred to inparagraph 1 shall be effectively realisable, freelytransferable and freely convertible at the prevailingmarket exchange rate into freely usable currencies.
Article 10
Subrogation
If a Contracting Party or its designated agency
subrogates an investor pursuant to a payment made under aninsurance or guarantee agreement:(a)such subrogation shall be recognised by the other
Contracting Party; and(b)

the former Contracting Party or its designatedagency shall be entitled to exercise the rights
with respect to the investment of the investor
which the investor would have been entitled toexercise.
Article 11
Transfer

1.
Each Contracting Party shall permit the transfers
related to investments referred to in this Agreement, to bemade freely and without delay into and out of its
Territory. Such transfer shall include, in particular,
though not exclusively:(a)the initial capital and additional amounts tomaintain or increase investments;(b)

profits, capital gains, dividends, royalties,
fees or other current incomes accruing frominvestments;

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(c)

payments made under a contract including loan
payments in connection with investments;(d)proceeds of the total or partial sale or
liquidation of investments;(e)earnings and remuneration of personnel fromabroad who work in connection with investments in
the Territory of the former Contracting Party;(f)payments made in accordance with Articles 8, 9
and 10; and(g)payments arising out of a dispute.

2.
Each Contracting Party shall further ensure that suchtransfers may be made without delay in freely usable
currencies at the prevailing market exchange rate on thedate of the transfer.
3.
Notwithstanding paragraphs 1 and 2, a Contracting
Party may delay or prevent a transfer through theequitable, non-discriminatory and good-faith application ofits laws and regulations relating to:(a)bankruptcy, insolvency or the protection of therights of creditors;(b)issuing, trading or dealing in securities,
futures, options or derivatives;(c)criminal or penal offences;(d)reporting or record keeping of transfers ofcurrency or other monetary instruments whennecessary to assist law enforcement or financial
regulatory authorities; or(e)ensuring compliance with orders or judgements in
adjudicatory proceedings.
Article 12
Denial of Benefits

A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise and to its investments where theformer Contracting Party establishes that:

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(a)

the enterprise is owned or controlled by aninvestor of a non-Contracting Party which does
not maintain diplomatic relations with thedenying Contracting Party; or(b)the enterprise is owned or controlled by aninvestor of a non-Contracting Party or of thedenying Contracting Party, and has no substantive
business operations in the Territory of the other
Contracting Party.
Article 13
General and Security Exemptions

1.
Subject to the requirement that such measures are notapplied by a Contracting Party in a manner which would
constitute a means of arbitrary or unjustifiable
discrimination against, or a disguised restriction on
investors of the other Contracting Party and theirinvestments in the Territory of the former Contracting
Party, nothing in this Agreement shall be construed so as
to prevent the former Contracting Party from adopting or
enforcing measures:(a)necessary to protect human, animal or plant lifeor health;(b)necessary to protect public morals or to maintainpublic order, provided that the public order
exception may only be invoked where a genuine andsufficiently serious threat is posed to one of
the fundamental interests of society;(c)necessary to secure compliance with the laws or
regulations which are not inconsistent with theprovisions of this Agreement including thoserelating to:

(d)

(i)

the prevention of deceptive and fraudulent
practices or to deal with the effects of a
default on contract;(ii)

the protection of the privacy of theindividual in relation to the processing anddissemination of personal data and theprotection of confidentiality of personal
records and accounts; or(iii)

safety; or

imposed for the protection of national treasuresof artistic, historic or archaeological value.

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2.
Nothing in this Agreement shall be construed toprevent a Contracting Party from adopting or enforcing
measures:(a)(b)

which it considers necessary for the protectionof its essential security interests:(i)taken in time of war, armed conflict, orother emergency in that Contracting Party or
in international relations; or(ii)relating to the implementation of national
policies or international agreements
respecting the non-proliferation of weapons;orin pursuance of its obligations under the United
Nations Charter for the maintenance ofinternational peace and security.
Article 14Intellectual Property Rights

1.
The Contracting Parties shall grant and ensure theadequate and effective protection of intellectual property
rights, and promote efficiency and transparency inintellectual property protection system. For this purpose,
the Contracting Parties shall promptly consult with eachother at the request of either Contracting Party.
Depending on the results of the consultation, eachContracting Party shall, in accordance with its laws andregulations, take appropriate measures to remove thefactors which are recognised as having adverse effects tothe investments of investors of the other Contracting
Party.
2.
Nothing in this Agreement shall affect the rights andobligations of the Contracting Parties under multilateralagreements in respect of protection of intellectual
property rights to which the Contracting Parties are
parties.
3.
Nothing in this Agreement shall be construed so as tooblige either Contracting Party to extend to investors of
the other Contracting Party and to their investments
treatment accorded to investors of a non-Contracting Party
and to their investments by virtue of multilateralagreements in respect of protection of intellectual
property rights, to which the former Contracting Party is aparty.

- 9 -Article 15
Taxation
Nothing in this Agreement shall affect the rights andobligations of either Contracting Party under any
convention for the avoidance of double taxation. In theevent of any inconsistency between this Agreement and any
such convention, that convention shall prevail to theextent of the inconsistency.
Article 16
Temporary Safeguard Measures
1.
A Contracting Party may adopt or maintain restrictive
measures with regard to cross-border capital transactions
as well as payments or transfers including transfers
referred to in Article 11 for transactions related toinvestments:

2.

(a)

in the event of serious balance-of-payments andexternal financial difficulties or threat
thereof; or(b)in exceptional cases where movements of capitalcause or threaten to cause serious difficulties
for macroeconomic management, in particularmonetary and exchange rate policies.

Restrictive measures referred to in paragraph 1 shall:(a)be applied in such manner that the other
Contracting Party is treated no less favourably
than any non-Contracting Party;(b)

be consistent with the Articles of Agreement of
the International Monetary Fund;(c)not exceed those necessary to deal with thecircumstances set out in paragraph 1;(d)be temporary and be phased out progressively as
the situation specified in paragraph 1 improves;(e)be promptly notified to the other Contracting
Party; and(f)avoid unnecessary damages to the commercial,economic and financial interests of the other
Contracting Party.

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Article 17
Prudential Measures
1.
Notwithstanding any other provisions of thisAgreement, a Contracting Party shall not be prevented fromtaking prudential measures to ensure and maintain thestability of its financial system.
2.
Where the measures taken by a Contracting Party
pursuant to paragraph 1 do not conform with this Agreement,
they shall not be used as a means of avoiding theobligations of the Contracting Party under this Agreement.
Article 18
Settlement of Disputes
between an Investor of a Contracting Party andthe Other Contracting Party
1.
If any dispute arises, as a result of breaching of an
obligation under this Agreement, between an investor of aContracting Party and the other Contracting Party, it shallbe notified in writing by the investor of a Contracting
Party to the other Contracting Party, and the investor of aContracting Party and the other Contracting Party shallendeavour to settle the dispute amicably.
2.
If this dispute has not been settled within a periodof six months from the date at which it was notified inwriting by the investor of a Contracting Party to the other
Contracting Party, it shall be submitted, at the request in
writing and choice of the investor of a Contracting Party
for settlement to:(a)the competent court of the other Contracting
Party in the Territory of which the investment
has been made;(b)an ad hoc arbitral tribunal which, unlessotherwise agreed upon by the parties to thedispute, is to be established under the
Arbitration Rules of the United Nations
Commission on International Trade Law (UNCITRAL);or(c)an arbitral tribunal established under theConvention on the Settlement of Investment
Disputes between States and Nationals of otherStates (ICSID Convention), if both Contracting
Parties are parties to the Convention.

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For greater certainty, the dispute may be submitted tothe competent court referred to in sub-paragraph (a) before
the expiration of that six-month period.
3.
A dispute primarily referred to the competent courtsof the host Contracting party, as long as it is pending,cannot be referred to arbitration without agreement between
the parties to the dispute, and after that a final judgment
is rendered, it cannot be referred to arbitration.
4.
The ad hoc arbitral tribunal specified under subparagraph 2(b) of this Article shall be established asfollows:(a)Each party to the dispute shall appoint one
arbitrator, and the two arbitrators thus
appointed shall appoint by mutual agreement athird arbitrator, who must be a national of thethird country, and who shall be designated as
Chairperson of the arbitral tribunal. All thearbitrators must be appointed within three months
from the receipt of the request for arbitrationreferred to in paragraph 2.

(b)

If the necessary appointments of arbitrators havenot been made in the period specified in the subparagraph (a) above, either party, in the absenceof any other agreement, may invite the Secretary
General of the Permanent Court of Arbitration at
the Hague to make the necessary appointments.

5.
The arbitral award shall be final and binding upon theparties to the dispute. The arbitral award shall be issuedin accordance with this Agreement and the applicableprinciples of international law. The arbitral tribunal
shall make its award by a majority of votes.
6.
Each Contracting Party hereby consents to thesubmission of a claim to arbitration under this Article.
Article 19
Settlement of Disputes
between the Contracting Parties
1.
All disputes arising between the Contracting Parties
relating to the interpretation or application of thisAgreement shall as far as possible, in the first place, besettled amicably by consultation. In case of disagreement,a Contracting Party may, while sending a notice to theother Contracting Party, refer the case to an arbitral
tribunal of three members consisting of two arbitrators
appointed by the Contracting Parties and a Chairperson.

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2.
In case the dispute is referred to the arbitral
tribunal, each Contracting Party shall appoint one
arbitrator within sixty days from the receipt of thenotification and the arbitrators appointed by theContracting Parties shall appoint the Chairperson withinsixty days from the date of the latter appointment. If
either Contracting Party does not appoint its own
arbitrator or the appointed arbitrators do not agree on theappointment of the Chairperson within the said periods,
each Contracting Party may request the Secretary General of
the Permanent Court of Arbitration to appoint thearbitrator of the failing Contracting Party or the
Chairperson, as the case may be. However the Chairperson
shall be a national of a State having diplomatic relations
with both Contracting Parties at the time of theappointment.
3.
In case the Chairperson is to be appointed by the
Secretary General of the Permanent Court of Arbitration, if
the Secretary General of the Permanent Court of Arbitration
is prevented from carrying out the said function or if heor she is a national of either Contracting Party, theappointment shall be made by the Deputy Secretary Generalof the Permanent Court of Arbitration and if the Deputy
Secretary General is also prevented from carrying out thesaid function or if he or she is a national of either
Contracting Party, the appointment shall be made by thesenior member of the said court who is not a national ofeither Contracting Party.
4.
Subject to other provisions agreed by the Contracting
Parties, the arbitral tribunal shall determine its
procedure and the place of arbitration.
5.
The arbitral award shall be final and binding upon theContracting Parties. The arbitral award shall be issued inaccordance with this Agreement and the applicableprinciples of international law. The arbitral tribunal
shall make its award by a majority of votes.
6.
Each Contracting Party shall bear the cost of thearbitrator of its choice and its representation in thearbitral proceedings. The cost of the Chairperson of thearbitral tribunal in discharging his or her duties and theremaining costs of the arbitral tribunal shall be borne
equally by the Contracting Parties.

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Article 20
Joint Committee on Investment
1.
The Contracting Parties shall establish a Joint
Committee on Investment (hereinafter referred to as “theCommittee”) with a view to accomplishing the objectives ofthis Agreement. The functions of the Committee shall be:(a)to exchange information on and to discuss
investment-related matters within the scope of
this Agreement which relate to improvement ofinvestment environment; and(b)to discuss any other investment-related mattersconcerning this Agreement.

2.
The Committee may, as necessary, make appropriate
recommendations by consensus to the Contracting Parties forthe more effective functioning or the attainment of theobjectives of this Agreement.
3.
The Committee shall be composed of representatives of
the Contracting Parties. The Committee may, upon mutual
consent of the Contracting Parties, invite representativesof relevant entities other than the Governments of theContracting Parties with the necessary expertise relevantto the issues to be discussed, and hold joint meetings withthe private sectors.
4.
The Committee shall determine its own rules ofprocedure to carry out its functions.
5.
The Committee may establish sub-committees anddelegate specific tasks to such sub-committees.
6.
The Committee shall meet upon the request of either
Contracting Party.
Article 21
Final Provisions
1.
The Contracting Parties shall notify each other,through diplomatic channels, of the completion of theirrespective internal procedures necessary for the entry into
force of this Agreement.

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2.
This Agreement shall enter into force on the thirtieth
day after the date of the receipt of the latter
notification, and remain in force for a period of ten
years. After the initial ten year period, this Agreement
shall remain in force thereafter unless one of theContracting Parties gives a notice in writing of its
termination to the other Contracting Party. In this case,
the Agreement shall be considered terminated six months
after the receipt of that notice.
3.
After the termination of this Agreement its provisions
shall apply to investments acquired prior to the date of
the termination of this Agreement for a further period often years.
4.
Subject to the provisions of paragraph 2 of Article 3,
this Agreement shall also apply to all investments ofinvestors of either Contracting Party acquired in the
Territory of the other Contracting Party in accordance withthe laws and regulations of that other Contracting Partyprior to the entry into force of this Agreement.
5.
This Agreement shall not apply to claims arising outof events which occurred prior to its entry into force.
IN WITNESS WHEREOF, the undersigned, being duly
authorised by their respective Governments, have signed
this Agreement.
DONE in duplicate at Tokyo, on the fifth day of thesecond month in the twenty-eighth year of Heisei,
corresponding to the sixteenth day of Bahman 1394 of
Iranian Calendar and the fifth day of February, 2016 in theJapanese, Persian and English languages, all the threetexts being equally authentic. In case of divergence ofinterpretation the English text shall prevail.

FOR JAPAN:

FOR THE ISLAMIC REPUBLICOF IRAN:
A. Taiebnia

岸田文雄- 15 -