AGREEMENT BETWEEN THE GOVERNMENT OF JAPANAND THE GOVERNMENT OF THE REPUBLIC OF CÔTE D’IVOIREFOR THE RECIPROCAL PROMOTION
AND PROTECTION OF INVESTMENT

Japan and the Republic of Côte d’Ivoire (hereinafterreferred 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,favourable and transparent conditions for greater
investment by investors of a Contracting Party in the
Territory of the other Contracting Party;
Recognising that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application; andRecognising the importance of the cooperative
relationship between labour and management in promoting
investment between the Contracting Parties;
Have agreed as follows:
CHAPTER IINVESTMENT
Article 1
Definitions
For the purposes of this Agreement:(a)the term “investment” means every kind of asset
owned or controlled, directly or indirectly, by
an investor, including:(i)an enterprise and a branch of an enterprise;(ii)

shares, stocks or other forms of equity
participation in an enterprise;

(iii)

bonds, debentures, loans and other forms of
debt;

(iv)

futures, options and other derivatives;(v)

rights under contracts, including turnkey,
construction, management, production orrevenue-sharing contracts;(vi)

claims to money and to any performance undercontract having a financial value;(vii)

intellectual property rights, including
copyrights and related rights, patent rights
and rights relating to utility models,trademarks, industrial designs, layoutdesigns of integrated circuits, newvarieties of plants, trade names,
indications of source or geographicalindications and undisclosed information;(viii)

rights conferred pursuant to laws andregulations or contracts such asconcessions, licences, authorisations andpermits, including those for the explorationand exploitation of natural resources; and(ix)

any other tangible and intangible, movableand immovable property, and any related
property rights, such as leases, mortgages,
liens and pledges;

An investment includes the amounts yielded by aninvestment, in particular, profit, interest,
capital gains, dividends, royalties and fees. Achange in the form in which assets are invested
does not affect their character as an investment.
(b)

the term “investment agreement” means a writtenagreement between the central or local government
or authority of a Contracting Party and an
investor of the other Contracting Party or its
investment that is an enterprise in the Territoryof the former Contracting Party, on which theinvestor or the investment relies in establishingor acquiring an investment in the former
Contracting Party;

(c)the term “written agreement” means an agreementin writing, executed by both parties, whether ina single instrument or in multiple instruments,that creates an exchange of rights andobligations, binding on both parties under theapplicable law under subparagraph 11(b) of
Article 23. For greater certainty:(i)a unilateral act of an administrative or
judicial authority, such as a permit,
licence or authorisation issued by aContracting Party solely in its regulatory
capacity, or a decree, order or judgement,
standing alone; and(ii)

an administrative or judicial consent decreeor order,shall not be considered a written agreement.
(d)the term “investor of a Contracting Party” means:(i)a natural person having the nationality ofthat Contracting Party in accordance with
its laws and regulations; or(ii)

an enterprise of that Contracting Party,

that seeks to make, is making or has madeinvestments in the Territory of the other
Contracting Party;(e)the term “enterprise” means any legal person or
any other entity duly constituted or organised
under the applicable laws and regulations,
whether or not for profit, and whether private or
government owned or controlled, including any
corporation, trust, partnership, sole
proprietorship, joint venture, association,organisation or company;(f)the term “enterprise of a Contracting Party”
means an enterprise duly constituted or organised
under the applicable laws and regulations of thatContracting Party;

(g)the term “investment activities” means
establishment, acquisition, expansion, operation,
management, maintenance, use, enjoyment and saleor other disposal of investments;(h)the term “Territory” means:(i)with respect to Japan, the territory ofJapan, and the exclusive economic zone andthe continental shelf with respect to which
Japan exercises sovereign rights or
jurisdiction in accordance withinternational law; and(ii)

with respect to the Republic of Côte
d’Ivoire, the land territory, inland waters,
territorial sea and airspace above them, as
well as the exclusive economic zone and thecontinental shelf with respect to which theRepublic of Côte d’Ivoire exercises, inaccordance with international law, thesovereign rights for the purpose of
exploring and exploiting the natural,
biological and mineral resources in thewaters of the sea, the soil and the subsoil
thereof;(i)the term “existing” means being in effect on thedate of entry into force of this Agreement;(j)

the term “freely usable currency” means freely
usable currency as defined under the Articles ofAgreement of the International Monetary Fund;(k)the term “licence contract” means any licence
contract concerning transfer of technology, a
production process or other proprietaryknowledge;(l)the term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade
Organization, done at Marrakesh, April 15, 1994;(m)the term “the TRIPS Agreement” means theAgreement on Trade-Related Aspects ofIntellectual Property Rights in Annex 1C to the
WTO Agreement;

(n)the term “claimant” means an investor of aContracting Party that is a party to an
investment dispute with the other Contracting
Party;(o)the term “respondent” means the Contracting Party
that is a party to an investment dispute;(p)the term “disputing party” means either theclaimant or the respondent;(q)

the term “disputing parties” means the claimant
and the respondent;(r)

the term “non-disputing Party” means theContracting Party that is not a party to an
investment dispute;(s)

the term “ICSID” means the International Centre
for Settlement of Investment Disputes;(t)

the term “ICSID Additional Facility Rules” means
the Rules Governing the Additional Facility for
the Administration of Proceedings by the
Secretariat of the International Centre for
Settlement of Investment Disputes;(u)the term “ICSID Convention” means the Convention
on the Settlement of Investment Disputes between
States and Nationals of Other States, done at
Washington, March 18, 1965;(v)

the term “New York Convention” means theConvention on the Recognition and Enforcement of
Foreign Arbitral Awards, done at New York, June
10, 1958; and(w)

the term “UNCITRAL Arbitration Rules” means the
Arbitration Rules of the United Nations
Commission on International Trade Law.
Article 2
National Treatment

1.
Each Contracting Party shall in its Territory accord
to investors 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.
Paragraph 1 shall not be construed to prevent aContracting Party from adopting or maintaining a measurethat prescribes special formalities in connection withinvestment activities of investors of the other Contracting
Party in its Territory, provided that such special
formalities do not impair the substance of the rights ofsuch investors under this Agreement.
Article 3
Most-Favoured-Nation Treatment
Each Contracting Party shall in its Territory accord
to investors 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.
For greater certainty, the treatment referred to inthis Article does not encompass international disputesettlement procedures or mechanisms under any international
agreement.
Article 4
Minimum Standard of Treatment
Each Contracting Party shall in its Territory accord
to investments of investors of the other Contracting Party
treatment in accordance with customary international law,
including fair and equitable treatment and full protection
and security.
Article 5
Access to the Courts of Justice
Each Contracting Party shall in its Territory accord
to investors of the other Contracting Party treatment noless favourable 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 6
Prohibition of Performance Requirements
1.
Neither Contracting Party may impose or enforce any of
the following requirements, or enforce any commitment or
undertaking, in connection with investment activities of aninvestor of a Contracting Party or of a non-Contracting
Party in its Territory:

(a)to export a given level or percentage of goods orservices;(b)to achieve a given level or percentage ofdomestic content;(c)to purchase, use or accord a preference to goods
produced or services provided in its Territory,or to purchase goods or services from a natural
person or an enterprise in its Territory;(d)to relate in any way the volume or value ofimports to the volume or value of exports or to
the amount of foreign exchange inflows associatedwith an investment of the investor;(e)

to restrict sales of goods or services in its
Territory that an investment of the investor
produces or provides by relating such sales inany way to the volume or value of its exports orforeign exchange earnings;(f)to restrict the exportation or sale for export;(g)

to appoint, as executives, managers or members ofboard of directors, individuals of any particularnationality;(h)to transfer technology, a production process orother proprietary knowledge to a natural person
or an enterprise in its Territory;(i)to adopt:(i)

a given rate or amount of royalty under alicence contract; or(ii)

a given duration of the term of a licence
contract,in regard to any licence contract freely enteredinto between the investor and a natural person or
an enterprise in its Territory, whether it has
been entered into or not, provided that therequirement is imposed or the commitment or
undertaking is enforced by an exercise ofgovernmental authority of the Contracting Party;(j)

to locate the headquarters of the investor for a
specific region or the world market in its
Territory;

(k)to hire a given number or percentage of its
nationals;(l)to achieve a given level or value of research anddevelopment in its Territory; or(m)to supply one or more of the goods that theinvestor produces or the services that theinvestor provides to a specific region or theworld market, exclusively from its Territory.

2.
Neither Contracting Party may condition the receipt orcontinued receipt of an advantage, in connection withinvestment activities of an investor of a Contracting Partyor of a non-Contracting Party in its Territory, oncompliance with any of the following requirements:

3.

(a)

to achieve a given level or percentage ofdomestic content;(b)

to purchase, use or accord a preference to goods
produced in its Territory, or to purchase goods
from a natural person or an enterprise in its
Territory;(c)

to relate in any way the volume or value ofimports to the volume or value of exports or to
the amount of foreign exchange inflows associatedwith an investment of the investor;(d)to restrict sales of goods or services in its
Territory that an investment of the investor
produces or provides by relating such sales inany way to the volume or value of its exports orforeign exchange earnings; or(e)to restrict the exportation or sale for export.

(a)Nothing in paragraph 2 shall be construed toprevent a Contracting Party from conditioning thereceipt or continued receipt of an advantage, inconnection with investment activities of aninvestor of a Contracting Party or of a nonContracting Party in its Territory, on compliancewith a requirement to locate production, supply aservice, train or employ workers, construct orexpand particular facilities, or carry out
research and development, in its Territory.

(b)Subparagraph 1(h) shall not apply when therequirement concerns the transfer of intellectual
property rights which is undertaken in a manner
not inconsistent with the TRIPS Agreement.

(c)Subparagraphs 1(h) and 1(i) shall not apply when
the requirement is imposed or the commitment or
undertaking is enforced by a court of justice,administrative tribunal or competition authority
to remedy an alleged violation of competition
laws.

(d)

Subparagraphs 2(a) and 2(b) shall not apply torequirements imposed by an importing Contracting
Party relating to the content of goods necessary
to qualify for preferential tariffs orpreferential quotas.

4.
Paragraphs 1 and 2 shall not apply to any requirement
other than the requirements set out in those paragraphs.
Article 7
Non-Conforming Measures
1.

Articles 2, 3 and 6 shall not apply to:(a)any existing non-conforming measure that ismaintained by the following, as set out in the
Schedule of each Contracting Party in Annex I:(i)the central government of a Contracting
Party; or(ii)a prefecture of Japan, or a decentralised
territorial collectivity of the Republic ofCôte d’Ivoire;(b)

any existing non-conforming measure that ismaintained by a local authority other than aprefecture or a decentralised territorial
collectivity referred to in subparagraph (a)(ii);(c)

the continuation or prompt renewal of any nonconforming measure referred to in subparagraphs(a) and (b); or(d)an amendment or modification to any nonconforming measure referred to in subparagraphs(a) and (b), provided that the amendment or
modification does not decrease the conformity ofthe measure, as it existed immediately before theamendment or modification, with Articles 2, 3 and6.

2.
Articles 2, 3 and 6 shall not apply to any measurethat a Contracting Party adopts or maintains with respect
to sectors or activities set out in its Schedule in Annex
II.
3.
Neither Contracting Party shall, under any measure
adopted after the date of entry into force of thisAgreement and covered by its Schedule in Annex II, require
an investor of the other Contracting Party, by reason of
its nationality, to sell or otherwise dispose of aninvestment that exists at the time when the measure becomes
effective.
4.
In cases where a Contracting Party makes an amendment
or a modification to any existing non-conforming measure
set out in its Schedule in Annex I or where a Contracting
Party adopts any new or more restrictive measure withrespect to sectors or activities set out in its Schedule inAnnex II after the date of entry into force of thisAgreement, the Contracting Party shall, prior to theimplementation of the amendment or modification or the newor more restrictive measure, or in exceptional
circumstances, as soon as possible thereafter:(a)notify the other Contracting Party of detailed
information on such amendment or modification, or
such measure; and(b)hold, upon request by the other Contracting
Party, consultations in good faith with the other
Contracting Party with a view to achieving mutual
satisfaction.

5.
Each Contracting Party shall endeavour, whereappropriate, to reduce or eliminate the non-conforming
measures specified in its Schedules in Annexes I and II
respectively.
6.
Articles 2 and 3 shall not apply to any measure
covered by the exceptions to, or derogations from,obligations under Articles 3 and 4 of the TRIPS Agreement,as specifically provided in Articles 3 through 5 of the
TRIPS Agreement.

7.
Articles 2, 3 and 6 shall not apply to any measurethat a Contracting Party adopts or maintains with respect
to government procurement.
Article 8
Transparency
1.
Each Contracting Party shall promptly publish, orotherwise make publicly available, its laws, regulations,administrative procedures, administrative rulings andjudicial decisions of general application as well asinternational agreements which pertain to or affect theimplementation and operation of this Agreement.
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.
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 of Investors
Each Contracting Party shall, in accordance with its
laws and regulations, give sympathetic consideration toapplications for entry, sojourn and residence of a natural
person having the nationality of the other Contracting
Party and a personnel employed by, and an executive, amanager and members of the board of directors of, anenterprise of the other Contracting Party, who wish toenter the territory of the former Contracting Party andremain therein for the purpose of investment activities.

Article 11
Expropriation and Compensation
1.
Neither Contracting Party shall expropriate or
nationalise an investment in its Territory of an investorof the other Contracting Party or take any measureequivalent to expropriation or nationalisation (hereinafterreferred to as “expropriation”) except:(a)for a public purpose;(b)in a non-discriminatory manner;(c)upon payment of prompt, adequate and effective
compensation in accordance with paragraphs 2
through 5; and(d)in accordance with due process of law.

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 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, shall
include interest at a commercially reasonable rate accrued
from the date of expropriation until the date of payment
and shall be effectively realisable and freelytransferable.
4.
If payment is made in a freely usable currency, thecompensation paid shall include interest, at a commerciallyreasonable rate for that currency, accrued from the date of
expropriation until the date of payment.
5.
If a Contracting Party elects to pay in a currency
other than a freely usable currency, the compensation paid
shall be no less than the sum of the following converted
into the currency of payment at the market rate of exchange
prevailing on the date of payment:(a)the fair market value on the date of
expropriation, converted into a freely usable
currency at the market rate of exchange
prevailing on that date; and(b)interest, at a commercially reasonable rate forthat freely usable currency, accrued from thedate of expropriation until the date of payment.

6.
This Article does not apply to the issuance ofcompulsory licences granted in relation to intellectual
property rights in accordance with the TRIPS Agreement, orto the revocation, limitation or creation of intellectual
property rights, to the extent that such issuance,
revocation, limitation or creation is consistent with the
TRIPS Agreement.
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 Territory of
the former Contracting Party due to armed conflict or astate of emergency such as revolution, insurrection, civil
disturbance or any other similar event in the Territory ofthat former Contracting Party, treatment, as regards
restitution, indemnification, compensation 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 into freely usable currencies.
3.
Neither Contracting Party shall be derogated from its
obligation under paragraph 1 by reason of its measurestaken pursuant to paragraph 2 of Article 15.

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 an investment of such investor in the Territory of theother 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 transfer of such payment, the provisions of Articles
11, 12 and 14 shall apply mutatis mutandis.
Article 14
Repatriation and Transfers
1.
Each Contracting Party shall ensure that all transfers
relating to investments in its Territory of an investor of
the other Contracting Party may be freely made into and out
of its Territory without delay. 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 or 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 fromabroad who work in connection with investments in
the Territory of the former Contracting Party;(f)payments made in accordance with Articles 11 and
12; 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 market exchange rate prevailing 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 15
General and Security Exceptions

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)

(d)

necessary to secure compliance with the laws or
regulations which are not inconsistent with theprovisions of this Agreement including thoserelating to:(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.

2.
Subject to paragraph 3 of Article 12, nothing in thisAgreement shall be construed to prevent 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 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 14 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 a 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.

3.
The Contracting Party which has adopted any measures
under paragraph 1 shall, upon request, commence
consultations with the other Contracting Party in order toreview the restrictions adopted by the former Contracting
Party.
Article 17
Prudential Measures
1.
Notwithstanding any other provisions of thisAgreement, a Contracting Party shall not be prevented fromtaking measures relating to financial services forprudential reasons, including measures for the protectionof investors, depositors, policy holders or persons to whoma fiduciary duty is owed by an enterprise supplying
financial services, or to ensure the integrity andstability 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 18Intellectual 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.
Article 19
Taxation Measures
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.
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
special tax advantages accorded to its own investors andtheir investments or to investors of a non-Contracting
Party and to their investments by virtue of the laws andregulations of the former Contracting Party or any tax
convention to which that former Contracting Party is aparty.
Article 20
Health, Safety and Environmental Measuresand 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 or standards as an encouragement for theestablishment, acquisition or expansion of investments in
its Territory by investors of the other Contracting Party
and of a non-Contracting Party.
Article 21
Denial of Benefits
1.
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise of the other Contracting Party and to
its investments if the enterprise is owned or controlled byan investor of a non-Contracting Party and the 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 enterprise or that would be violated or
circumvented if the benefits of this Agreement
were accorded to the enterprise or to its
investments.

2.
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise of the other Contracting Party and to
its investments if the enterprise is owned or controlled byan investor of a non-Contracting Party or of the denying
Contracting Party and the enterprise has no substantial
business activities in the Territory of the other
Contracting Party.

3.

For the purpose of this Article, an enterprise is:(a)“owned” by an investor if more than 50 percent of
the equity interest in it is beneficially ownedby 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.
CHAPTER IIDISPUTE SETTLEMENT

Article 22
Settlement of Dispute between the Contracting Parties
1.
Each Contracting Party shall accord sympathetic
consideration to, and shall afford adequate opportunity for
consultation regarding, such representations as the other
Contracting Party may make with respect to any matter
affecting the implementation of this Agreement.
2.
Any dispute between the Contracting Parties as to theinterpretation and application of this Agreement, notsatisfactorily adjusted by diplomacy, shall be referred for
decision to an arbitration board. Such arbitration board
shall be constituted for each dispute in the following way.
Within 60 days from the date of receipt by either
Contracting Party from the other Contracting Party of anote requesting arbitration of the dispute, eachContracting Party shall appoint an arbitrator. The two
arbitrators shall select a third arbitrator who, upon
approval by both Contracting Parties, shall be appointed as
the Chairperson, provided that the third arbitrator shallnot be a national of either Contracting Party. The
Chairperson shall be appointed within 60 days from the dateof appointment of the other two arbitrators.
3.
If the necessary appointments referred to in paragraph2 have not been made within the periods referred to in thatparagraph, either Contracting Party may, unless otherwise
agreed, request the Secretary-General of the Permanent
Court of Arbitration at The Hague to make suchappointments.

4.
The arbitration board shall determine its own
procedural rules, after consultation with both Contracting
Parties. The arbitration board shall decide the dispute inaccordance with this Agreement and the rules and principles
of international law applicable to the subject matter. The
arbitration board shall within a reasonable period of timereach its decision by a majority of votes. Such decision
shall be final and binding.
5.
Each Contracting Party shall bear the cost of thearbitrator of its choice and its representation in thearbitral proceedings. The cost of the Chairperson of thearbitration board in discharging his or her duties and theremaining costs of the arbitration board shall be borne
equally by the Contracting Parties.
Article 23
Settlement of Investment Disputes
between a Contracting Party
and an Investor of the Other Contracting Party
1.
In the event of an investment dispute between theclaimant and the respondent, they should initially seek toresolve the dispute through consultation and negotiation,
which may include the use of non-binding, third-party
procedures.
2.
In the event that a disputing party considers that an
investment dispute cannot be settled by consultation andnegotiation:(a)the claimant, on its own behalf, may submit toarbitration under this Article a claim:
(i)

(ii)

(b)

that the respondent has breached:(A)an obligation under Chapter I; or(B)

an investment agreement to which theclaimant is a party; andthat the claimant has incurred loss ordamage by reason of, or arising out of, thatbreach; andthe claimant, on behalf of an enterprise of the
respondent that is a legal person that theclaimant owns or controls directly or indirectly,
may submit to arbitration under this Article a
claim:

(i)(ii)

that the respondent has breached:(A)an obligation under Chapter I; or(B)

an investment agreement to which theenterprise is a party; andthat the enterprise has incurred loss ordamage by reason of, or arising out of, thatbreach.

3.
At least 90 days before submitting any claim toarbitration under this Article, a claimant shall deliver tothe respondent a written notice of its intention to submit
the claim to arbitration (hereinafter referred to as“notice of intent”). The notice of intent shall specify:(a)the name and address of the claimant and, in thecase of subparagraph 2(b), the name, address andplace of incorporation of the enterprise;(b)for each claim, the provision of Chapter I or of
the investment agreement alleged to have beenbreached and any other relevant provisions;(c)the legal and factual basis for each claim; and(d)the relief sought and the approximate amount ofdamages claimed.

4.
Provided that six months have elapsed since the events
giving rise to the claim, a claimant may submit a claim
referred to in paragraph 2 to the arbitration:(a)under the ICSID Convention, provided that bothContracting Parties are parties to the ICSID
Convention;(b)under the ICSID Additional Facility Rules,
provided that either Contracting Party, but notboth, is a party to the ICSID Convention;(c)under the UNCITRAL Arbitration Rules; or(d)if the disputing parties agree, under any otherarbitration institution or arbitration rules.

5.
A claim shall be deemed submitted to arbitration under
this Article when the claimant’s notice of or request forarbitration:

(a)referred to in paragraph 1 of Article 36 of the
ICSID Convention is received by the SecretaryGeneral of ICSID;(b)referred to in Article 2 of Schedule C of the
ICSID Additional Facility Rules is received by
the Secretary-General of ICSID;(c)referred to in Article 3 of the UNCITRAL
Arbitration Rules, together with the statement ofclaim referred to in Article 20 of the UNCITRAL
Arbitration Rules, is received by the respondent;or(d)under any other arbitration institution or
arbitration rules selected under subparagraph4(d) is received by the respondent, unlessotherwise specified by such institution or insuch rules.

6.
Each Contracting Party hereby consents to thesubmission of a claim to arbitration under this Article inaccordance with this Agreement.
7.
Notwithstanding paragraph 6, no claim may be submitted
to arbitration under this Article if more than three years
have elapsed from the date on which the claimant firstacquired, or should have first acquired, knowledge of thebreach alleged under paragraph 2 and knowledge that theclaimant in the case of subparagraph 2(a) or the enterprisereferred to in subparagraph 2(b) in the case of thatsubparagraph has incurred loss or damage.
8.
No claim may be submitted to arbitration under this
Article unless:(a)in the case of subparagraph 2(a):(i)

the claimant consents in writing toarbitration in accordance with theprocedures set out in this Article; and(ii)

the claimant waives in writing any right toinitiate or continue before any
administrative tribunal or court of justiceunder the law of either Contracting Party,
or other dispute settlement procedures, any
proceedings with respect to any measure
alleged to constitute a breach referred toin subparagraph 2(a)(i); and(b)in the case of subparagraph 2(b):(i)

both the claimant and the enterprisereferred to in that subparagraph consent inwriting to arbitration in accordance withthe procedures set out in this Article; and(ii)

both the claimant and the enterprisereferred to in that subparagraph waive inwriting any right to initiate or continue
before any administrative tribunal or courtof justice under the law of either
Contracting Party, or other disputesettlement procedures, any proceedings withrespect to any measure alleged to constitutea breach referred to in subparagraph2(b)(i).

9.
The waiver provided pursuant to subparagraph 8(a)(ii)or 8(b)(ii) shall cease to apply where the arbitral
tribunal rejects the claim on the basis of a failure tomeet the requirements of paragraph 3, 4, 7 or 8, or on any
other procedural or jurisdictional grounds.
10. Notwithstanding subparagraphs 8(a)(ii) and 8(b)(ii),the claimant or the enterprise referred to in subparagraph2(b) may initiate or continue an action that seeks interim
injunctive relief that does not involve the payment ofmonetary damages before an administrative tribunal or courtof justice under the law of the respondent.
11.

(a)

When a claim is submitted under paragraph2(a)(i)(A) or 2(b)(i)(A), the tribunal shalldecide the issues in dispute in accordance withthis Agreement and applicable rules ofinternational law.

(b)

When a claim is submitted under paragraph2(a)(i)(B) or 2(b)(i)(B), the tribunal shallapply:(i)the rules of law specified in the pertinent
investment agreement, or as the disputing
parties may otherwise agree; or(ii)

if the rules of law have not been specified
or otherwise agreed, the law of the
respondent, including its rules on theconflict of laws.

12. The respondent shall deliver to the non-disputing
Party:(a)the claimant’s notice of or request forarbitration no later than 30 days after the dateon which the claim was submitted; and(b)copies of all pleadings filed in the arbitration.

13. The non-disputing Party may, upon written notice tothe disputing parties, make submissions to the arbitral
tribunal on a question of interpretation of this Agreement.
14. In an arbitration under this Article, the respondent
shall not assert, as a defence, counterclaim, right ofsetoff or otherwise, that the claimant has received or will
receive indemnification or other compensation for all orpart of the alleged damages pursuant to an insurance orguarantee contract.
15.

The arbitral tribunal may award only:(a)a judgement whether or not there has been abreach by the respondent of any obligation under
Chapter I or under an investment agreement
referred to in subparagraph 2(a)(i)(B) or
2(b)(i)(B) with respect to the claimant and its
investments; and(b)

one or both of the following remedies, only ifthere has been such a breach:(i)monetary damages and applicable interest;
and

(ii)

restitution of property, in which case theaward shall provide that the respondent may
pay monetary damages and any applicableinterest, in lieu of restitution.

The arbitral tribunal may also award cost andattorney’s fees in accordance with applicable arbitration
rules.
16. Subject to paragraph 15, in the case of subparagraph
2(b):
(a)

an award of monetary damages and any applicableinterest shall provide that the sum be paid tothe enterprise referred to in that subparagraph;(b)an award of restitution of property shall providethat restitution be made to the enterprisereferred to in that subparagraph; and(c)the award shall provide that it is made without
prejudice to any right that any natural person orenterprise may have in the relief underapplicable law.

17. The respondent may make available to the public in atimely manner all documents, including an award, submitted
to, or issued by, an arbitral tribunal established underparagraph 4, subject to redaction of:(a)confidential business information;(b)

information which is privileged or otherwise
protected from disclosure under the laws andregulations of either Contracting Party; and(c)information which shall be withheld pursuant to
the relevant arbitration rules.

18. Unless the disputing parties agree otherwise, theplace of arbitration shall be in a country that is a party
to the New York Convention.
19. The award rendered by the arbitral tribunal shall befinal and binding upon the disputing parties. This award
shall be executed in accordance with the applicable laws
and regulations, as well as relevant international law
including the ICSID Convention and the New York Convention,
concerning the execution of award in force in the country
where such execution is sought.
Article 24Service of Documents
1.
Notices and other documents relating to arbitration
under this Chapter shall be served on a Contracting Party
by delivery to:(a)with respect to Japan, Economic Affairs Bureau,
the Ministry of Foreign Affairs; and(b)with respect to the Republic of Côte d’Ivoire,
Ministry of Economy and Finance, Directorate
General of Economy.

2.
A Contracting Party shall promptly make publicly
available and notify to the other Contracting Party any
change to the name of the authority referred to inparagraph 1.
3.
Each Contracting Party shall make publicly available
the address of its authority referred to in paragraphs 1
and 2.
CHAPTER III
JOINT COMMITTEE
Article 25
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;(b)

to review the non-conforming measures maintained,
amended or modified pursuant to paragraph 1 of
Article 7 for the purpose of contributing to the
reduction or elimination of such non-conforming
measures;(c)to discuss the non-conforming measures adopted or
maintained pursuant to paragraph 2 of Article 7
for the purpose of encouraging favourable
conditions for investors of the Contracting
Parties;(d)to exchange information on and to discuss
investment-related matters within the scope of
this Agreement which relate to improvement ofinvestment environment; and(e)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 working groups anddelegate specific tasks to such working groups.
6.
The Committee shall meet upon the request of either
Contracting Party.
CHAPTER IV
FINAL PROVISIONS
Article 26
Headings
The headings of the Chapters and Articles of thisAgreement are inserted for convenience of reference onlyand shall not affect the interpretation of this Agreement.
Article 27
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. This Agreement shall enter into
force on the 30th day after the latter of the dates ofreceipt of the notifications. It shall remain in force fora period of 10 years after its entry into force and shallcontinue in force unless terminated as provided for inparagraph 2.
2.
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 10 year period orat any time thereafter.
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.

4.
In respect of investments acquired prior to the dateof termination of this Agreement, the provisions of thisAgreement shall continue to be effective for a period of 10
years from the date of termination of this Agreement.
5.
This Agreement shall not apply to claims arising outof events which occurred prior to its entry into force.
6.
The Annexes to this Agreement shall form an integral
part of this Agreement.
IN WITNESS WHEREOF, the undersigned, being duly
authorised by their respective Governments, have signed
this Agreement.
DONE in duplicate at Abidjan, on this thirteenth day
of January, 2020 in the Japanese, French and English
languages, all three texts being equally authentic. In
case of divergence of interpretation, the English text
shall prevail.

FOR JAPAN:
Kuramitsu Hideaki

FOR THE REPUBLIC OFCÔTE D’IVOIRE:
Marcel AMON-TANOH