AGREEMENT BETWEENJAPAN AND THE REPUBLIC OF IRAQFOR THE PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE REPUBLIC OF IRAQFOR THE PROMOTION AND PROTECTION OF INVESTMENT
Japan and the Republic of Iraq (hereinafter referred
to as “the Contracting Parties”),
Desiring to further promote investment in order tostrengthen the economic relationship between theContracting Parties;
Intending to further create stable, equitable andfavourable conditions for greater investment by investorsof a Contracting Party in the Area of the other Contracting
Party;
Recognising the growing importance of the progressive
liberalisation of investment for stimulating initiative ofinvestors and for promoting prosperity in the Contracting
Parties;
Recognising that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application;
Recognising the importance of the cooperative
relationship between labour and management in promoting
investment between the Contracting Parties; andConvinced that this Agreement will contribute to thefurther development of the overall relationship between theContracting Parties;
Have agreed as follows:
Article 1
Definitions
For the purposes of this Agreement,(1) The term “investments” means every kind of asset
owned or controlled, directly or indirectly, by aninvestor, which has the characteristics of an investment,such as the commitment of capital or other resources, theexpectation of gain or profit, or the assumption of risk,
including:(a)a juridical person and a branch of a juridical
person;

- 1 -

(b)

shares, stocks or other forms of equity
participation in a juridical person, including
rights derived therefrom;(c)bonds, debentures, loans and other forms of debt,
including rights derived therefrom;(d)rights under contracts, including turnkey,
construction, management, production or revenue
sharing contracts;(e)claims to money and to any performance undercontract having a financial value;(f)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;(g)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(h)any other tangible and intangible, movable andimmovable property, and any related property
rights, such as leases, mortgages, liens andpledges.

Investments include the amounts yielded byinvestments, in particular, profit, interest, capitalgains, dividends, royalties and fees. A change in the form
in which assets are invested does not affect theircharacter as investments.
(2)

The term “investor of a Contracting Party” means:(a)a natural person having the nationality of thatContracting Party in accordance with its
applicable laws and regulations; or(b)a juridical person of that Contracting Party,

that seeks to make, is making or has made investments in
the Area of the other Contracting Party.

- 2 -(3) The term “juridical person of a Contracting
Party” means any legal entity duly constituted or organised
under the applicable laws and regulations of thatContracting Party, whether or not for profit, and whether
private or government owned or controlled, including any
enterprise, corporation, trust, partnership, sole
proprietorship, joint venture, association, organisation orcompany.
(4) The term “investment activities” means operation,
management, maintenance, use, enjoyment and sale or otherdisposal of investments.
(5) The term “Area” means with respect to aContracting Party:(a)the territory of that Contracting Party; and(b)the exclusive economic zone and the continental
shelf with respect to which that Contracting
Party exercises sovereign rights or jurisdictionin accordance with international law.

(6) The term “freely usable currency” means freely
usable currency as defined under the Articles of Agreementof the International Monetary Fund.
Article 2
Promotion and Admission of Investment
Each Contracting Party shall promote as far as
possible investment by investors of the other Contracting
Party and, subject to its rights to exercise powers inaccordance with its applicable laws and regulations
including those with regard to foreign ownership andcontrol, admit such investment.
Article 3
National Treatment
1.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favourable than the treatment
it accords in like circumstances to its own investors andto their investments with respect to investment activities.
2.
It is understood that the obligation of eachContracting Party under paragraph 1 will be implemented by
its applicable laws and regulations, in conformity with thesaid paragraph.

- 3 -

3.
Notwithstanding paragraph 1, each Contracting Party
may prescribe special formalities in connection withinvestment activities of investors of the other Contracting
Party in its Area, provided that such special formalities
do not impair the substance of the rights of such investors
under this Agreement.
Article 4
Most-Favoured-Nation Treatment
1.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favourable than the treatment
it accords in like circumstances to investors of a nonContracting Party and to their investments with respect toinvestment activities.
2.
Each Contracting Party shall in its Area endeavour toaccord to investors of the other Contracting Party and totheir investments treatment no less favourable than thetreatment it accords in like circumstances to investors ofa non-Contracting Party and to their investments withrespect to the establishment, acquisition and expansion of
investments. For this purpose, the former Contracting
Party shall, upon request by the other Contracting Party,
hold consultations in good faith.
3.
It is understood that the treatment referred to inparagraph 1 does not include treatment accorded toinvestors of a non-Contracting Party and their investments
by provisions concerning the settlement of investment
disputes such as the mechanism set out in Article 17, thatare provided for in other international agreements between
a Contracting Party and a non-Contracting Party.
Article 5
General Treatment and Improvement of
Investment Environment
1.
Each Contracting Party shall in its Area accord toinvestments of investors of the other Contracting Party
fair and equitable treatment and full protection andsecurity.
2.
Neither Contracting Party shall, within its Area, in
any way impair investment activities of investors of theother Contracting Party by arbitrary measures.
3.
Each Contracting Party shall observe any obligation it
may have entered into with regard to investments andinvestment activities of investors of the other Contracting
Party.

- 4 -4.
Each Contracting Party shall take appropriate measures
to further improve investment environment in its Area forthe benefit of investors of the other Contracting Party andtheir investments. In this regard, each Contracting Party
shall endeavour to reduce or eliminate its restrictive
measures, existing on the date of the entry into force of
this Agreement, vis-à-vis the investors of the other
Contracting Party and their investments with respect toinvestment activities as well as the establishment,
acquisition and expansion of investments.
Article 6
Access to the Courts of Justice
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party treatment no lessfavourable than the treatment which it accords in likecircumstances to its own investors or investors of a nonContracting Party with respect to access to the courts ofjustice and administrative tribunals and agencies in all
degrees of jurisdiction, both in pursuit and in defence ofsuch investors’ rights.
Article 7
Prohibition of Performance Requirements
1.
Neither Contracting Party shall impose or enforce, asa condition for investment activities in its Area of aninvestor of the other Contracting Party, without priorconsultation with the other Contracting Party, local
content requirements, export requirements, export-importbalancing requirements or technology transfer requirements.
2.
Paragraph 1 does not apply to the technology transfer
requirements which are imposed or enforced by a court,
administrative tribunal or competition authority to remedy
an alleged violation of competition laws, or which concerns
the transfer of intellectual property rights which isundertaken in a manner not inconsistent with themultilateral agreements in respect of protection of
intellectual property rights to which the Contracting Party
imposing or enforcing such transfer is a party.
Article 8
Transparency
1.
Each Contracting Party shall promptly publish, orotherwise make publicly available, its laws, regulations,administrative procedures and administrative rulings andjudicial decisions of general application as well asinternational agreements which pertain to or affect theimplementation and operation of this Agreement.

- 5 -

2.
Each Contracting Party shall, upon request by theother Contracting Party, promptly respond to specificquestions and provide that other Contracting Party withinformation on matters set out in paragraph 1, includingthat relating to contract each Contracting Party enters
into with regard to investment.
3.
Paragraphs 1 and 2 shall not be construed so as tooblige either Contracting Party to disclose confidential
information, the disclosure of which would impede law
enforcement or otherwise be contrary to the public
interest, or which would prejudice privacy or legitimate
commercial interests.
Article 9
Measures against Corruption
Each Contracting Party shall ensure that measures andefforts are undertaken to prevent and combat corruption
regarding matters covered by this Agreement in accordancewith its laws and regulations.
Article 10
Entry, Sojourn and Residence
Each Contracting Party shall, in accordance with its
applicable laws and regulations, give sympathetic
consideration to applications for the entry, sojourn andresidence of a natural person having the nationality of theother Contracting Party who wishes to enter the territoryof the former Contracting Party and to remain therein forthe purpose of business activities in connection withinvestments.
Article 11
Expropriation and Compensation
1.
Neither Contracting Party shall expropriate or
nationalise investments in its Area of investors of theother Contracting Party or take any measure equivalent to
expropriation or nationalisation (hereinafter referred toas “expropriation”) except:(a)for a public purpose;(b)in a non-discriminatory manner;(c)upon payment of prompt, adequate and effective
compensation pursuant to paragraphs 2, 3 and 4;
and

- 6 -

(d)

in accordance with due process of law and
Article 5.

2.
The compensation shall be equivalent to the fairmarket value of the expropriated investments at the time
when the expropriation was publicly announced or when the
expropriation occurred, whichever is the earlier. The fairmarket value shall not reflect any change in value
occurring because the expropriation had become publicly
known earlier.
3.
The compensation shall be paid without delay and shall
include interest at a commercially reasonable rate, taking
into account the length of time until the time of payment.
It shall be readily realisable and freely transferable, andshall be freely convertible into the currency of theContracting Party of the investors concerned and into
freely usable currencies, at the market exchange rate
prevailing on the date of expropriation.
4.
Without prejudice to the provisions of Article 17, theinvestors affected by expropriation shall have a right ofaccess to the courts of justice or administrative tribunals
or agencies of the Contracting Party making the
expropriation to seek a prompt review of the investors’
case and the amount of compensation in accordance with theprinciples set out in this Article.
Article 12Compensation for Losses or Damages
1.
Each Contracting Party shall accord to investors of
the other Contracting Party that have suffered loss ordamage relating to their investments in the Area of theformer Contracting Party due to armed conflict or a stateof emergency such as revolution, insurrection, civil
disturbance or any other similar event in the Area of thatformer Contracting Party, treatment, as regards
indemnification, compensation, restitution or any othersettlement, that is no less favourable than that which it
accords to its own investors or to investors of a nonContracting Party, whichever is more favourable to theinvestors of the other Contracting Party.
2.
Any payment as a means of settlement referred to inparagraph 1 shall be effectively realisable, freelytransferable and freely convertible at the market exchange
rate prevailing at the time of payment into the currency of
the Contracting Party of the investors concerned and into
freely usable currencies.

- 7 -Article 13
Subrogation
If a Contracting Party or its designated agency makes
a payment to any investor of that Contracting Party under
an indemnity, guarantee or insurance contract, pertaining
to investments of such investor in the Area of the other
Contracting Party, the latter Contracting Party shallrecognise the assignment to the former Contracting Party or
its designated agency of any right or claim of suchinvestor on account of which such payment is made and shallrecognise the right of the former Contracting Party or its
designated agency to exercise by virtue of subrogation any
such right or claim to the same extent as the originalright or claim of the investor. As regards payment to bemade to that former Contracting Party or its designatedagency by virtue of such assignment of right or claim andthe assignment of such payment, Articles 11, 12, and 14
shall apply mutatis mutandis.
Article 14
Transfers
1.
Each Contracting Party shall ensure that all transfers
relating to investments in its Area of an investor of theother Contracting Party may be freely made into and out of
its Area without delay, in compliance with the procedures
established by its laws and regulations. Such transfers
shall include, in particular, though not exclusively:(a)the initial capital and additional amounts tomaintain or increase investments;(b)

profits, interest, capital gains, dividends,
royalties, fees and other current incomes
accruing from investments;(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 engaged
from the other Contracting Party who work inconnection with investments in the Area of theformer Contracting Party;(f)payments made in accordance with Articles 11 and
12; and

- 8 -

(g)

payments arising out of the settlement of adispute under Article 17.

2.
Each Contracting Party shall further ensure that suchtransfers may be made without delay in freely usable
currencies at the market exchange rate prevailing on thedate of each 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;(c)criminal or penal offences; or(d)ensuring compliance with orders or judgments in
adjudicatory proceedings.
Article 15
Temporary Safeguard Measures

1.
A Contracting Party may adopt or maintain measures notconforming with its obligations under Article 3 relating tocross-border capital transactions and Article 14:

2.

(a)

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

Measures referred to in paragraph 1:(a)shall be consistent with the Articles ofAgreement of the International Monetary Fund, solong as the Contracting Party taking the measures
is a party to the said Articles;(b)

shall not exceed those necessary to deal with thecircumstances set out in paragraph 1;(c)shall be temporary and shall be eliminated assoon as conditions permit;

- 9 -

(d)

shall be promptly notified to the other
Contracting Party; and(e)shall avoid unnecessary damages to thecommercial, economic and financial interests of
the other Contracting Party.

3.
Nothing in this Agreement shall be regarded asaltering the rights enjoyed and obligations undertaken by aContracting Party as a party to the Articles of Agreementof the International Monetary Fund.
Article 16
Settlement of Disputes
between the Contracting Parties
1.
Each Contracting Party shall accord sympathetic
consideration to, and shall afford adequate opportunity for
consultations regarding, such representations as the other
Contracting Party may make with respect to any matter
affecting the operation of this Agreement.
2.
Any dispute between the Contracting Parties as tothe interpretation or application of this Agreement, notsatisfactorily adjusted by diplomacy, shall be referredfor decision to an arbitration board. Such arbitration
board shall be composed of three arbitrators, with eachContracting Party appointing one arbitrator within a periodof sixty (60) days from the date of receipt by either
Contracting Party from the other Contracting Party of anote requesting arbitration of the dispute, and the third
arbitrator to be agreed upon as President by the two
arbitrators so chosen within a further period of sixty (60)days, provided that the third arbitrator shall not be anational of either Contracting Party.
3.
If the third arbitrator is not agreed upon between
the arbitrators appointed by each Contracting Party within
the further period of sixty (60) days referred to inparagraph 2, the Contracting Parties shall request the
President of the International Court of Justice to appoint
the third arbitrator who shall not be a national of either
Contracting Party. If the President of the International
Court of Justice is prevented from performing the abovementioned duty or is a national of either Contracting
Party, the necessary appointment shall be made by the VicePresident. If the Vice-President is prevented fromperforming the above-mentioned duty or is a national ofeither Contracting Party, too, the necessary appointment
shall be made by the next senior judge who shall not be anational of either Contracting Party.

- 10 -

4.
The arbitration board shall within a reasonable periodof time reach its decisions by a majority of votes. Suchdecisions shall be final and binding.
5.
Each Contracting Party shall bear the cost of its
own arbitrator and its representation in the arbitralproceedings. The cost of the President of the arbitration
board in discharging his or her duties and the remaining
costs of the arbitration board shall be borne equally by
the Contracting Parties.
Article 17
Settlement of Investment Disputes between
a Contracting Party andan Investor of the Other Contracting Party
1.
For the purposes of this Article, an “investment
dispute” is a dispute between a Contracting Party and an
investor of the other Contracting Party that has incurred
loss or damage by reason of, or arising out of, an alleged
breach of any obligation of the former Contracting Party
under this Agreement with respect to the investor of that
other Contracting Party or its investments in the Area ofthe former Contracting Party.
2.
Subject to subparagraph 7(b), nothing in this Article
shall be construed so as to prevent an investor who is aparty to an investment dispute (hereinafter referred to inthis Article as “disputing investor”) from seeking
administrative or judicial settlement within the Area of
the Contracting Party that is a party to the investment
dispute (hereinafter referred to in this Article as“disputing Party”).
3.
Any investment dispute shall, as far as possible,
be settled amicably through consultations between thedisputing investor and the disputing Party (hereinafterreferred to in this Article as “the disputing parties”).
4.
If the investment dispute cannot be settled throughsuch consultations within three months from the date on
which the disputing investor requested in writing the
disputing Party for consultations, the disputing investor
may, subject to subparagraph 7(a), submit the investment
dispute to one of the following international conciliations
or arbitrations:- 11 -

5.

(a)conciliation or arbitration in accordance with
the Convention on the Settlement of Investment
Disputes between States and Nationals of Other
States, done at Washington, March 18, 1965
(hereinafter referred to in this Article as“the ICSID Convention”), so long as the ICSID
Convention is in force between the Contracting
Parties;(b)conciliation or arbitration under the Additional
Facility Rules of the International Centre for
Settlement of Investment Disputes, so long as the
ICSID Convention is not in force between theContracting Parties;(c)arbitration under the Arbitration Rules of theUnited Nations Commission on International Trade
Law, adopted by the United Nations Commission on
International Trade Law; and(d)if agreed with the disputing Party, any
arbitration in accordance with other arbitration
rules.

(a)

Except for investment disputes regarding theobligation of the disputing Party under paragraph
3 of Article 5, each Contracting Party hereby
consents to the submission of investment disputes
by a disputing investor to conciliation or
arbitration set forth in paragraph 4 chosen by
the disputing investor.

(b)

For investment disputes regarding the obligationof the disputing Party under paragraph 3 ofArticle 5, necessary consent for the submission
to the conciliation or arbitration will be givenby the disputing Party on a case-by-case basis.

6.
Notwithstanding paragraph 5, no investment disputes
may be submitted to conciliation or arbitration set forthin paragraph 4, if more than five years have elapsed since
the date on which the disputing investor acquired or shouldhave first acquired, whichever is the earlier, theknowledge that the disputing investor had incurred loss ordamage referred to in paragraph 1.

- 12 -

7.

(a)In the event that an investment dispute has been
submitted to courts of justice or administrative
tribunals or agencies or any other binding
dispute settlement mechanism established under
the laws and regulations of the disputing Party,
any conciliation or arbitration set forth inparagraph 4 can be sought only if the disputing
investor withdraws, in accordance with the laws
and regulations of the disputing Party, its claim
from such domestic remedies before the final
decisions are made therein.

(b)

In the event that an investment dispute has been
submitted for resolution under one of theconciliations or arbitrations set forth inparagraph 4, the same dispute shall not be
submitted for resolution under courts of justice,administrative tribunals or agencies or any otherbinding dispute settlement mechanism establishedunder the laws and regulations of the disputing
Party.

8.
The disputing Party shall deliver to the other
Contracting Party:(a)written notice of the investment disputesubmitted to the arbitration no later than
thirty (30) days after the date on which theinvestment dispute was submitted; and(b)copies of all pleadings filed in the arbitration.

9.
The Contracting Party which is not the disputing Party
may, upon written notice to the disputing parties, makesubmissions to the arbitral tribunal on a question ofinterpretation of this Agreement.
10. Unless the disputing parties agree otherwise, thearbitration shall be held in a country that is a party to
the Convention on the Recognition and Enforcement of
Foreign Arbitral Awards, done at New York, June 10, 1958.
11. The award rendered by the arbitral tribunal shall befinal and binding upon the disputing parties. This award
shall be executed by the applicable laws and regulations
concerning the execution of award in force in the country
where such execution is sought.

- 13 -

Article 18
Prudential Measures
1.
Notwithstanding any other provisions of thisAgreement, a Contracting Party shall not be prevented
from taking measures relating to financial services forprudential reasons, including measures for the protectionof investors, depositors, policy holders or persons towhom a fiduciary duty is owed by a juridical person
supplying financial services, or to ensure the integrity
and stability 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 19Intellectual Property Rights
1.
The Contracting Parties shall grant and ensure
adequate and effective protection of intellectual property
rights, and promote efficiency and transparency inadministrations of intellectual property protection system.
For this purpose, the Contracting Parties shall promptly
consult with each other at the request of either
Contracting Party. Depending on the results of theconsultations, each Contracting Party shall, in accordancewith its applicable laws and regulations, take appropriate
measures to remove the factors which are recognised ashaving adverse effects to the investments of investors of
the other Contracting Party.
2.
Nothing in this Agreement shall be construed so as toderogate from the rights and obligations 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 their investments treatment
accorded to investors of a non-Contracting Party and theirinvestments by virtue of multilateral agreements in respectof protection of intellectual property rights, to which theformer Contracting Party is a party.

- 14 -

Article 20
Taxation
1.
Nothing in this Agreement shall affect the rights andobligations of either Contracting Party under any tax
convention. In the event of any inconsistency between thisAgreement and any such convention, that convention shallprevail to the extent of the inconsistency.
2.
Paragraph 1 of Article 3 does not prevent either
Contracting Party from differentiating between treatments
accorded in accordance with its laws and regulations
relating to taxes.
3.
Paragraph 1 and 2 of Article 4 shall not be construed
so as to oblige a Contracting Party to extend to investorsof the other Contracting Party special tax advantages
accorded to investors of a non-Contracting Party, on thebasis of reciprocity with the non-Contracting Party or by
virtue of any agreement relating to taxes in force between
the former Contracting Party and the non-Contracting Party.
Article 21
Joint Committee
1.
The Contracting Parties shall establish a Joint
Committee (hereinafter referred to as “the Committee”) witha view to accomplishing the objectives of this Agreement.
The functions of the Committee shall be:(a)to discuss and review the implementation andoperation of this Agreement; and(b)to share information on and to discuss any otherinvestment-related matters concerning thisAgreement, for the purpose of encouraging
favourable conditions for investors of theContracting Parties.

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 Governments of the Contracting Parties. The Committee
may, upon mutual consent of the Contacting Parties, invite
representatives of relevant entities other than the
Governments of the Contracting Parties with the necessary
expertise relevant to the issues to be discussed, and holdjoint meetings with the private sectors.

- 15 -

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 and the sub-committee establishedpursuant to paragraph 5 shall meet upon the request ofeither Contracting Party.
Article 22
Health, Safety and Environmental
Measures and Labour Standards
Each Contracting Party recognises that it isinappropriate to encourage investment by investors of theother Contracting Party and of a non-Contracting Party byrelaxing its health, safety or environmental measures, orby lowering its labour standards. To this effect eachContracting Party should not waive or otherwise derogate
from such measures and standards as an encouragement for
the establishment, acquisition or expansion of investments
in its Area by investors of the other Contracting Party andof a non-Contracting Party.
Article 23
Denial of Benefits
1.
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is a juridical person of the other Contracting Party
and to its investments if the juridical person is owned orcontrolled by an investor of a non-Contracting Party andthe denying Contracting Party:(a)does not maintain diplomatic relations with the
non-Contracting Party; or(b)adopts or maintains measures with respect to the
non-Contracting Party that prohibit transactions
with the juridical person or that would beviolated or circumvented if the benefits of thisAgreement were accorded to the juridical personor to its investments.

- 16 -

2.
Subject to prior notification and consultation, aContracting Party may deny the benefits of this Agreement
to an investor of the other Contracting Party that is ajuridical person of the other Contracting Party and to its
investments if the juridical person is owned or controlled
by an investor of a non-Contracting Party and the juridical
person has no substantial business activities in the Areaof the other Contracting Party.
Note:

For the purposes of this Article, a juridical person
is:

(a)

“owned” by an investor if more than fifty (50)percent of the equity interest in it is owned by
the investor; and(b)“controlled” by an investor if the investor has
the power to name a majority of its directors orotherwise to legally direct its actions.
Article 24
Review

Upon the request of either Contracting Party, theContracting Parties shall undertake a review of thisAgreement, with a view to further promoting progressive
liberalisation of investment.
Article 25
Headings
The headings of the Articles of this Agreement are
inserted for convenience of reference only and shall notaffect the interpretation of this Agreement.
Article 26
Final Provisions
1.
This Agreement shall enter into force on the thirtieth
day after the date of exchange of diplomatic notes between
the Governments of the Contracting Parties informing eachother that their respective legal procedures necessary forthe entry into force of this Agreement have been completed.
2.
This Agreement shall remain in force for a period often (10) years after its entry into force and shallcontinue in force unless terminated as provided for inparagraph 3.

- 17 -

3.
A Contracting Party may, by giving one year’s advancenotice in writing to the other Contracting Party, terminate
this Agreement at the end of the initial ten (10) year
period or at any time thereafter.
4.
Notwithstanding paragraph 2, in respect of investments
acquired prior to the date of termination of thisAgreement, the provisions of this Agreement shall continue
to be effective for a period of ten (10) years from thedate of termination of this Agreement.
5.
This Agreement shall also apply to all investments ofinvestors of either Contracting Party acquired in the Areaof the other Contracting Party in accordance with theapplicable laws and regulations of that other Contracting
Party prior to the entry into force of this Agreement.
6.
This Agreement shall not apply to claims arising outof events which occurred, or to claims which had been
settled, prior to its entry into force.
7.
Either Contracting Party may request consultations
with the other Contracting Party for the purpose ofamending this Agreement, at any time or as a result of thereview under Article 24. Such amendment shall be approvedby the Contracting Parties in accordance with theirrespective legal procedures and shall enter into force onsuch date as the Contracting Parties may agree.
IN WITNESS WHEREOF, the undersigned, being duly
authorised by their respective Governments, have signed
this Agreement.
DONE in two originals at Baghdad, on this seventh dayof June, 2012, in the Japanese, Arabic and English
languages, all texts being equally authentic. In case ofany divergence in interpretation, the English text shallprevail.

For Japan:
長谷川

For the Republic of Iraq:
Sami Al-Araji

晋- 18 -