AGREEMENT BETWEENJAPAN AND THE KINGDOM OF MOROCCOFOR THE PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE KINGDOM OF MOROCCOFOR THE PROMOTION AND PROTECTION OF INVESTMENT
The Government of Japan and the Government of theKingdom of Morocco,
Desiring to further promote investment in order tostrengthen the economic relationship between Japan and theKingdom of Morocco (hereinafter referred to as “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 the reciprocal promotion andprotection of such investment will be conducive tostimulation of business initiative and increase prosperity
in both Contracting Parties;
Recognising that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application; andRecognising the inherent right of the Contracting
Parties to regulate and resolving to preserve theirflexibility to set legislative and regulatory priorities,
safeguard public welfare, and protect legitimate publicwelfare objectives, such as public health, safety, theenvironment, the conservation of living or non-living
exhaustible natural resources, the integrity and stabilityof the financial system and public morals;
Have agreed as follows:
Article 1
Definitions
For the purposes of this Agreement:(a)the term “investment” means every kind of asset
made in accordance with applicable laws andregulations, and owned or controlled, directly or
indirectly, by an investor, that has thecharacteristics of an investment, such as thecommitment of capital or other resources, theexpectation of gain or profit, the assumption ofrisk or certain duration, including, inparticular, though not exclusively:

－1－

(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)

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

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

intellectual property rights, as referred toin the Agreement on Trade-Related Aspects ofIntellectual Property Rights in Annex 1C to
the WTO Agreement and similar international
agreements to which both Contracting Parties
are parties;(vii)

concessions, licences, authorisations,permits and similar rights conferred by laws
and regulations or under contracts,
including those to search for, cultivate,
extract or exploit natural resources; and(viii)

any other movable and immovable property,
and any related property rights, such asleases, mortgages, liens and pledges;

Note:

For the purpose of this Agreement, theinvestment does not include:(i)debt securities issued by a Contracting
Party or loan to a Contracting Party or to a
public enterprise; or(ii)claims to money that arise solely from:(A)

the commercial contracts for the saleof goods or services by a national oran enterprise in the Territory of aContracting Party to a national or an
enterprise in the Territory of theother Contracting Party; or(B)the extension of credit in connection
with a commercial transaction, such as
trade financing, other than a loan
covered by subparagraph (a)(iii).

－2－

An investment includes the amounts yielded by aninvestment, in particular, profit, interest,
capital gains, dividends, royalties and fees
(hereinafter referred to as “investment
returns”).
A change in the form in which assets are invested
does not affect their character as an investment,
provided that the change is not inconsistent withthe laws and regulations of the Contracting Party
where the assets are invested.
(b)

the term “investor of a Contracting Party” means:(i)a natural person having the nationality ofthat Contracting Party in accordance with
its applicable laws and regulations,provided, however, that a natural person who
is a dual national shall be deemed to be
exclusively a national of the State of hisor her dominant and effective nationality;
or

(ii)

an enterprise of that Contracting Party
carrying out substantial business activities
in the Territory of that Contracting Party,

that is making or has made an investment in the
Territory of the other Contracting Party;
Note:

(c)

For greater certainty, a branch of anenterprise of a non-Contracting Party,
which is located in the Territory ofeither Contracting Party, shall not be
deemed as an investor of that Contracting
Party. For the purposes of thisAgreement, the term “branch of anenterprise” means a branch located in the
Territory of either Contracting Party andcarrying out business activities therein.

an enterprise is:(i)“owned” by an investor if more than fifty
percent of the equity interest in it isowned by that investor; and(ii)“controlled” by an investor if that investor
has the power to name a majority of its
directors or otherwise to legally direct its
actions;

－3－

(d)

the term “enterprise of a Contracting Party”
means any legal person or any other entity duly
constituted or organised under the applicablelaws and regulations of that Contracting Party,
whether private or government owned orcontrolled;(e)the term “investment activities” means operation,
management, conduct, maintenance, use, enjoyment
and sale or other disposal of investments;(f)the term “Territory” means:(i)with respect to Japan, its territory, andthe exclusive economic zone and thecontinental shelf with respect to which
Japan exercises sovereign rights or
jurisdiction in accordance withinternational law; and(ii)

with respect to the Kingdom of Morocco, theterritory of the Kingdom of Morocco, and any
maritime area situated beyond theterritorial waters of the Kingdom of Morocco
which has been or might be in the future
designated by the laws of the Kingdom of
Morocco, in accordance with the United
Nations Convention on the Law of the Sea, as
being an area into which the rights of theKingdom of Morocco relative to the sea-bed
and to the maritime subsoil as well as tonatural resources can be exercised;(g)the term “freely usable currency” means freely
usable currency as defined under the Articles ofAgreement of the International Monetary Fund; and(h)the term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade
Organization, done at Marrakesh, April 15, 1994.
Article 2
Admission and Promotion of Investment

1.
Each Contracting Party shall, subject to its
applicable laws and regulations, including those withregard to foreign ownership and control, admit investment
of investors of the other Contracting Party, and shall as
far as possible encourage and create favourable conditions
for investors of the other Contracting Party to makeinvestments in its Territory.

－4－

2.
Substantial expansion, modification or transformationof an investment which is subject to admission andperformed according to the laws and regulations in force in
the Contracting Party in whose Territory the investment ismade, is considered as a new investment.
3.
For greater certainty, investment returns that are
reinvested in accordance with the laws and regulations of
the Contracting Party in whose Territory the reinvestment
is made, enjoy the same protection accorded to the initialinvestment.
4.
In order to encourage mutual investment flows, eachContracting Party may provide information, both to theother Contracting Party and to investors of the other
Contracting Party, regarding investment opportunities in
its Territory.
5.
Each Contracting Party shall as far as possible withina reasonable period of time publish or otherwise makepublicly available, its laws, regulations, administrative
procedures and administrative rulings of generalapplication as well as international agreements whichpertain to or affect the implementation and operation ofthis Agreement.
6.
Each Contracting Party shall, upon request by theother Contracting Party and within a reasonable period oftime, respond to specific questions and provide that other
Contracting Party with information on judicial decisions ofgeneral application and matters set out in paragraph 5,
including that relating to a contract each Contracting
Party enters into with regard to investment.
7.
Paragraphs 5 and 6 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.
8.
Each Contracting Party shall, in accordance with its
applicable laws and regulations, endeavour to provide,except in cases of emergency or of purely minor nature, areasonable opportunity for comments by the public before
the adoption, amendment or repeal of regulations of generalapplication that affect any matter covered by thisAgreement.

－5－

Article 3
National Treatment and Most-Favoured-Nation 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 does not prevent either Contracting Party
from differentiating between treatments accorded inaccordance with its legislation relating to taxes.
3.

Paragraph 1 shall not apply to:(a)subsidies including grants, government supported
loans, guarantees and insurance; or(b)the treatment accorded under the terms andconditions of government procurement contractconcluded by a Contracting Party or a public
enterprise.

4.
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.
5.
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.
6.
For greater certainty, the treatment referred to inparagraph 5 does not encompass international disputesettlement procedures or mechanisms.
7.
Paragraph 5 shall not be construed so as to oblige aContracting Party to extend to investors of the other
Contracting Party and to their investments the benefits ofany treatment, preference or privilege by virtue of any
existing or future:(a)free trade area, customs union, economic ormonetary union, common market, or other form ofregional agreement;

－6－

(b)

multilateral agreements in respect of protectionof intellectual property rights; or(c)international agreement or arrangement relating
wholly or mainly to taxation,

to which the former Contracting Party is a party or may
become a party in the future.
Article 4
General Treatment
1.
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.
Note: The Contracting Parties confirm their sharedunderstanding that “customary internationallaw” generally and as specifically referred toin this Article results from a general andconsistent practice of States that they follow
from a sense of legal obligation. The
Contracting Parties also confirm that thecustomary international law minimum standard oftreatment of aliens refers to all customaryinternational law principles that protect theinvestments of aliens.
2.
For greater certainty, a change of the regulation of aContracting Party does not constitute by itself a violationof paragraph 1.
3.

It is understood that:(a)“fair and equitable treatment” includes theobligation of the Contracting Parties toguarantee access to the courts of justice andadministrative tribunals and not to deny justicein criminal, civil or administrative proceedingsin accordance with the principle of due processof law; and(b)“full protection and security” requires eachContracting Party to ensure the necessary levelof police protection required under customaryinternational law.

4.
Neither Contracting Party shall, within its Territory,
in any way impair investment activities of investors of theother Contracting Party by unreasonable, arbitrary or
discriminatory measures.

－7－Article 5
Prohibition of Performance Requirements
The Contracting Parties reaffirm their obligations
under the Agreement on Trade-Related Investment Measures inAnnex 1A to the WTO Agreement. Any dispute concerning theapplication of this Article shall not be covered by theprovisions of Article 16 related to the international
arbitration.
Article 6
Relation to Other Agreements
Nothing in this Agreement shall be construed so as toderogate from the rights and obligations of the Contracting
Parties under the WTO Agreement and multilateral agreements
in respect of protection of intellectual property rights towhich both Contracting Parties are parties.
Article 7
Measures against Corruption
Each Contracting Party shall endeavour to ensure thatmeasures and efforts are undertaken to prevent and combat
corruption regarding matters covered by this Agreement inaccordance with its applicable laws and regulations.
Article 8
Entry, Sojourn and Residence of Investors
Each Contracting Party shall, subject to its laws andregulations related to entry, sojourn and residence ofaliens, permit natural persons having the nationality ofthe other Contracting Party to enter and remain in its
Territory for the purpose of engaging in activities
connected with investments.
Article 9
Expropriation and Compensation
1.
Neither Contracting Party shall expropriate or
nationalise investments in its Territory of investors of
the other Contracting Party or take any measure equivalent
to expropriation or nationalisation (hereinafter referred
to as “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

－8－

(d)

in accordance with due process of law.

2.
The compensation shall amount to the fair market valueof the expropriated investments immediately before theexpropriation was publicly announced or the expropriation
occurred, whichever is the earlier. The fair market value
shall not reflect any change in value occurring because theexpropriation had become publicly known earlier.
3.
The compensation shall be paid without undue delay andshall include interest at a commercially reasonable rate,taking into account the length of time until the date ofpayment. It shall be effectively realisable and freelytransferrable and shall be freely convertible into freely
usable currencies, at the market exchange rate prevailingon the date of expropriation.
4.
The investors affected by expropriation shall have theright, under the laws and regulations of the Contracting
Party that has taken the expropriation, to prompt review,by a judicial authority or administrative tribunals or duly
authorised administrative agencies of that Contracting
Party, of the legality of the expropriation and the amountof the compensation, in accordance with the principles set
out in this Article.
5.
This Article shall not apply to the issuance ofcompulsory licences granted in relation to intellectual
property rights, or to the revocation, limitation or
creation of intellectual property rights, to the extent
that such issuance, revocation, limitation or creation isconsistent with international agreements on intellectual
property to which both Contracting Parties are parties.
Note: For greater certainty, expropriation shall beinterpreted in accordance with the Annex.
Article 10
Compensation 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.

－9－

2.
Any payment as a means of settlement referred to inparagraph 1 shall be effectively realisable, freelytransferrable, and freely convertible at the market
exchange rate into freely usable currencies.
3.
Without prejudice to paragraph 1, investors of aContracting Party who, in any of the situations referred toin that paragraph, suffer a loss in the Territory of theother Contracting Party resulting from requisitioning, or
destruction which was not required by the necessity of thesituation, of their property or part thereof by thelatter’s forces or authorities shall be accorded by thelatter Contracting Party prompt, adequate and effective
restitution or compensation.
Article 11
Transfers
1.
Each Contracting Party shall ensure that all transfers
relating to investments in its Territory of an investor of
the other Contracting Party, subject to fulfilment of hisor her fiscal obligations under the applicable legislationof the former Contracting Party relating to taxes, may befreely 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 and other current incomes
accruing from investments;(c)payments made under a contract in connection withinvestments;(d)proceeds of the total or partial sale or
liquidation of investments;(e)earnings and remuneration of personnel from theother Contracting Party engaged in activities inconnection with investments in the Territory of
the former Contracting Party;(f)payments made in accordance with Articles 9 and
10; and(g)payments arising out of the settlement of aninvestment dispute under Article 16.

－10－

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;(c)criminal or penal offences; or(d)ensuring compliance with orders or judgements in
adjudicatory proceedings.
Article 12
Temporary Safeguard Measures

1.
Notwithstanding Article 11, a Contracting Party may
adopt or maintain measures relating to cross-border capitaltransactions as well as payments or transfers fortransaction related to investments:

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;(d)shall be promptly notified to the other
Contracting Party; and

－11－

(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 13
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.
A Contracting Party shall not be prevented from taking
non-discriminatory measures of general application inpursuit of monetary and related credit policies or exchange
rate policies.
3.
Where the measures taken by a Contracting Party
pursuant to paragraphs 1 and 2 do not conform with anyother provisions of this Agreement, they shall be taken forthe purposes referred to in those paragraphs and not be
used as a means of avoiding the obligations of theContracting Party under this Agreement.
Article 14
Subrogation
1.
If a Contracting Party or its designated agency(hereinafter referred to as “insurer”) makes a payment toany of its own investors under an indemnity, guarantee orinsurance contract, pertaining to an investment of suchinvestor made in the Territory of the other Contracting
Party, the latter Contracting Party shall recognise theassignment to the insurer of any right or claim of suchinvestor on account of which such payment is made and shallrecognise that the insurer is entitled to exercise by
virtue of subrogation any such right or claim to the same
extent as the original right or claim of the investor. As
regards payment to be made to the insurer by virtue of suchassignment of right or claim and the transfer of suchpayment, the provisions of Articles 9, 10 and 11 shallapply mutatis mutandis.

－12－

2.
The subrogated rights or claims shall not exceed theoriginal rights or claims of the investor.
Article 15
Consultation
Representatives of the Contracting Parties may,whenever necessary, hold consultations on any matter
affecting the implementation of this Agreement. These
consultations shall be held on the proposal of one of theContracting Parties at a time agreed upon throughdiplomatic channels.
Article 16
Settlement of Investment Disputes
between a Contracting Party
and an Investor of the Other Contracting Party
1.
For the purposes of this Article, “investment dispute”
is a dispute between a Contracting Party and an investor of
the other Contracting Party that has incurred loss ordamage by reason of, or arising out of, an alleged breachof 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 Territory of
the former Contracting Party.
2.
Subject to subparagraph 6(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 Territoryof 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, besettled amicably through consultations and negotiations
conducted in good faith between the disputing investor andthe disputing Party (hereinafter referred to in this
Article as “the disputing parties”). To this end, thedisputing investor shall deliver to the disputing Party awritten request for consultations setting out a brief
description of facts regarding the measure or measures atissue. The consultation shall be commenced no later than
thirty days after the date of its receipt by the disputing
Party. Nothing in this paragraph precludes the use of nonbinding, third party procedures, such as good offices,
conciliation or mediation.

－13－

4.
If the investment dispute cannot be settled throughsuch consultations within six months from the date of thereceipt by the disputing Party of a written request for
consultations pursuant to paragraph 3, the disputing
investor may, subject to subparagraph 6(b), submit theinvestment dispute to one of the following international
arbitrations:(a)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”), solong as the ICSID Convention is in force between
the Contracting Parties;(b)arbitration under the Additional Facility Rulesof the International Centre for Settlement of
Investment Disputes, provided that either
Contracting Party, but not both, is a party to
the ICSID Convention;(c)arbitration under the Arbitration Rules of theUnited Nations Commission on International Trade
Law; and(d)if agreed with the disputing Party, any
arbitration in accordance with other arbitration
rules.

5.
Subject to Article 5, each Contracting Party hereby
consents to the submission of an investment dispute by adisputing investor to arbitration set forth in paragraph 4
chosen by the disputing investor, except for investment
disputes regarding the obligations of the disputing Party
under paragraphs 5 through 8 of Article 2.
6.

(a)Notwithstanding paragraph 5, no investment
disputes may be submitted to arbitration set
forth in paragraph 4, if more than three years
have elapsed since the date on which thedisputing investor acquired or should have firstacquired, whichever is the earlier, the knowledge
that the disputing investor had incurred loss ordamage referred to in paragraph 1.

－14－

(b)

Once the disputing investor has submitted aninvestment dispute to the competent court oradministrative tribunal of the disputing Party or
to one of the arbitrations set forth in paragraph
4, the choice of the disputing investor shall befinal and the disputing investor may not submit
thereafter the same dispute to other arbitrations
or competent court or administrative tribunal.

(c)

Notwithstanding paragraphs 4 and 5, no investment
dispute may be submitted to the arbitration set
forth in paragraph 4 unless the disputing
investor gives the disputing Party written waiverof any right to initiate before any competentcourt or administrative tribunal of the disputing
Party with respect to any measure of the
disputing Party alleged to constitute a breachreferred to in paragraph 1.

7.
An arbitral tribunal established under paragraph 4
shall decide the issues in dispute in accordance with thisAgreement and applicable rules of international law. In
this context, the domestic law of the disputing Party shallbe considered, when it is relevant to the claim, as amatter of fact.
8.
The disputing Party shall deliver to the other
Contracting Party:(a)written notice of the investment disputesubmitted to the arbitration no later than thirtydays after the date on which the investment
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. The disputing Party may
make comments concerning the said interpretation.
10.

The arbitral tribunal may award only:(a)a judgment whether or not there has been a breachby the disputing Party of any obligation under
this Agreement with respect to the disputing
investor and its investments; and(b)

one or both of the following remedies, only ifthere has been such a breach:

－15－

(i)

monetary damages and applicable interest;
and

(ii)

restitution of property, in which case theaward shall provide that the disputing Party
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.
The arbitral tribunal shall not award punitive
damages.
11. The disputing Party may make available to the public
in a timely manner all documents, including an award,
submitted to, or issued by, an arbitral tribunal
established under paragraph 4, subject to redaction of:(a)confidential business information;(b)

information which is privileged or otherwise
protected from disclosure under the applicablelaws and regulations of either Contracting Party;
and

(c)

information which shall be withheld pursuant to
the relevant arbitration rules.

12. 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
(hereinafter referred to in this Article as “the New York
Convention”).
13. The disputing Party may not assert as a defence,
counterclaim, right of set-off or for any other reason,that the disputing investor has received or will receive
indemnification or other compensation for all or part of
the alleged damages pursuant to an insurance or guarantee
contract.
14. 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.

－16－15. No measures of constraint, such as attachment, arrest
or execution, in connection with an arbitration referred toin paragraph 4 or any proceeding before a court of a Stateother than the disputing Party with respect to the award ofthat arbitration, shall be taken, before or after thataward, against the property of the disputing Party in use
or intended for use for government non-commercial purposes.
The following categories, in particular, of propertyof the disputing Party shall be considered as property inuse or intended for use by the disputing Party forgovernment non-commercial purposes under this paragraph:(a)property, including any bank accounts, which isused or intended for use in the performance ofthe functions of the diplomatic mission of the
disputing Party or its consular posts, special
missions, missions to internationalorganisations, or delegations to organs ofinternational organisations or to international
conferences;(b)

property of a military character or used orintended for use in the performance of military
functions;(c)property of the central bank or other monetary
authority of the disputing Party;(d)property forming part of the cultural heritage ofthe disputing Party or part of its archives andnot placed or intended to be placed on sale; and(e)property forming part of an exhibition of objectsof scientific, cultural or historical interest
and not placed or intended to be placed on sale.

Article 17
Settlement of Dispute between the Contracting Parties
1.
Any dispute between the Contracting Parties concerning
the interpretation or application of this Agreement shallbe as far as possible settled through consultation between
the Contracting Parties.
2.
If the dispute is not satisfactorily adjusted within
six months from the receipt of the notification of the
dispute, it shall be submitted, at the request of either
Contracting Party, to an Arbitral Tribunal in accordancewith the provisions of this Article.

－17－

3.
The Arbitral Tribunal shall be constituted in thefollowing way: each Contracting Party shall appoint anarbitrator and these two arbitrators shall agree upon anational of a non-Contracting Party to be appointed as
President of the Arbitral Tribunal. The arbitrators shallbe appointed within three months and the President within
five months from the date of receipt by either Contracting
Party from the other Contracting Party of a note requesting
arbitration of the dispute.
4.
If within the period specified in paragraph 3 thenecessary appointment of the third arbitrator has not been
made, the Contracting Parties shall, unless otherwise
agreed, invite the President of the International Court ofJustice to make the necessary appointment. If the
President of the International Court of Justice is anational of either Contracting Party or if he or she isotherwise prevented from discharging the said function, theVice-President of the International Court of Justice shallbe invited to make the necessary appointment. If the VicePresident of the International Court of Justice is anational of either Contracting Party or if he or she isalso prevented from discharging the said function, themember of the International Court of Justice next inseniority who is not a national of either Contracting Party
shall be invited to make the necessary appointment.
5.
The Arbitral Tribunal shall issue its decision on thebasis of the provisions of this Agreement and rules andprinciples of international law.
6.
Unless the Contracting Parties agree otherwise, theArbitral Tribunal shall within a reasonable period of timereach its decision by a majority of votes and that decision
shall be final and binding on both Contracting Parties.
7.
Each Contracting Party shall bear the expenses of thearbitrator appointed by it and those connected withrepresenting it in the arbitral proceeding. The otherexpenses, including those of the President, shall be bornein equal parts by the two Contracting Parties.
Article 18
Taxation
1.
Nothing in this Agreement shall affect the rights andobligations of either Contracting Party under tax
convention. In the event of any inconsistency between thisAgreement and any such convention, that convention shallprevail to the extent of the inconsistency.

－18－

2.
An arbitral tribunal established under Article 16
shall not have the authority for interpretation orapplication of the tax laws of either Contracting Party.
Article 19
Health, Safety and Environmental Measuresand Labour Standards
Each Contracting Party shall refrain from encouraging
investments by investors of the other 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 in its Territory ofinvestments by investors of the other Contracting Party.
Article 20
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.
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 anenterprise of the other Contracting Party and to its
investments if the enterprise is owned or controlled by aninvestor of a non-Contracting Party and the enterprise has
no substantial business activities in the Territory of theother Contracting Party.

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Article 21
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)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.

2.
Notwithstanding any other provisions in this Agreement
other than the provisions of Article 10 and paragraph 15 of
Article 16, each Contracting Party may take any measure:(a)which it considers necessary for the protectionof its essential security interests:(i)taken in time of war, or armed conflict, orother emergency in that Contracting Party or
in international relations; or

－20－

(ii)

(b)

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 22
Application of the Agreement

This Agreement shall also apply to all investments ofinvestors of either Contracting Party made in the Territoryof the other Contracting Party in accordance with the laws
and regulations of that other Contracting Party prior to
the entry into force of this Agreement. However, thisAgreement shall not apply to the disputes which occurred
before its entry into force.
Article 23
Final Provisions
1.
Each Contracting Party shall send through diplomaticchannels to the other Contracting Party the notification
confirming that its internal procedures necessary for theentry into force of this Agreement have been completed.
This Agreement shall enter into force on the thirtieth day
after the date of receipt of the latter notification.
2.
This Agreement shall remain in force for a period often years and shall continue in force unless terminated asprovided in paragraph 3.
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 year period orat any time thereafter.
4.
Upon the request of either Contracting Party, theContracting Parties shall undertake a review of thisAgreement, with a view to further promoting investment
between the Contracting Parties.
5.
In respect to investments made prior to the date of
termination of this Agreement, the provisions of thisAgreement shall continue to be effective for a period often years from the date of termination of this Agreement.
6.
The Annex to this Agreement shall form an integral
part of this Agreement.

－21－

IN WITNESS WHEREOF, the undersigned, being duly
authorised by their respective Governments, have signed
this Agreement.
DONE in duplicate at Rabat, on this eighth day ofJanuary, 2020 in the Japanese, Arabic and English
languages, all texts being equally authentic. In case ofdivergence of interpretation the English text shallprevail.

FOR THE GOVERNMENT OF
JAPAN:FOR THE GOVERNMENT OF
THE KINGDOM OF MOROCCO:
M.J

鈴木馨祐

－22－

Annexreferred to in Article 9
Expropriation and Compensation
1.
The Contracting Parties confirm their sharedunderstanding that paragraph 1 of Article 9 is intended toreflect customary international law concerning theobligation of States with respect to expropriation.
2.
Paragraph 1 of Article 9 addresses the following two
situations:(a)the first situation is direct expropriation where
investments are nationalised or otherwise
directly expropriated through formal transfer of
title or outright seizure; and(b)the second situation is indirect expropriation
where a measure or a series of measures of aContracting Party has an effect equivalent todirect expropriation without formal transfer of
title or outright seizure.

3.
The determination of whether a measure or a series ofmeasures of a Contracting Party, in a specific factsituation, constitutes an indirect expropriation requires acase-by-case, fact-based inquiry that considers, among
other factors:(a)the economic impact of the measure or series ofmeasures, although the fact that such measure orseries of such measures has an adverse effect on
the economic value of investments, standing
alone, does not establish that an indirect
expropriation has occurred;(b)the extent to which the measure or series ofmeasures interferes with distinct and reasonable
expectations arising out of investments; and(c)the character of the measure or series ofmeasures, including the duration of such measure,whether such measure is non-discriminatory andwhether such measure is disproportionate withregard to the public interest purpose.

4.
Except in rare circumstances, such as when a measure
or a series of measures of a Contracting Party is extremely
severe or disproportionate in light of its purpose, nondiscriminatory measures of a Contracting Party that aredesigned and applied to protect legitimate public welfare
objectives, such as public health, safety and theenvironment, do not constitute indirect expropriation.

－23－