TREATIES AND OTHER INTERNATIONAL ACTS SERIES 13-624

________________________________________________________________________

INVESTMENT GUARANTIES

Agreement Between the 

UNITED STATES OF AMERICA

and IRAQ

Signed at Amman July 11, 2005 
 NOTE BY THE DEPARTMENT OF STATE

 Pursuant to Public Law 89—497, approved July 8, 1966

(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued

under the authority of the Secretary of State shall be competent

evidence . . . of the treaties, international agreements other than

treaties, and proclamations by the President of such treaties and

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime

jurisdiction, and in all the tribunals and public offices of the

United States, and of the several States, without any further proof

or authentication thereof.”
 IRAQ

 Investment Guaranties

 Agreement signed at Amman July 11, 2005;

 Entered into force June 24, 2013.
INVESTMENT INCENTIVE AGREEMENT

BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND

THE GOVERNMENT OF THE REPUBLIC OF IRAQ

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE

GOVERNMENT OF THE REPUBLIC OF IRAQ (the "Parties");

AFFIRMING their common desire to encourage economic activities in

the Republic of Iraq that promote the development of the economic

resources and productive capacities of the Republic of Iraq;

ACKNOWLEDGING that diverse forms of assistance and support are

important to the economic revitalization of the Republic of Iraq; and

RECOGNIZING that the Overseas Private Investment Corporation

("OPIC"), a development institution and an agency of the United States of

America, can be instrumental in achieving these objectives through its

provision of investment insurance, coinsurance and reinsurance, debt and

equity investments and investment guaranties;

HAVE AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings

herein provided. The term "Issuer" refers to OPIC and any successor

agency of the United States of America, and any agent of either. The term

"Investment Support" refers to any debt or equity investment, any

investment guaranty and any investment insurance, reinsurance or

coinsurance which is provided by the Issuer (or, in the case of coinsurance,

is provided by the Issuer and commercial insurance companies

("Coinsurers") under coinsurance arrangements under which the Issuer acts

both for itself and for such Coinsurers) in connection with a project in the

territory of the Republic of Iraq. The term "Taxes" means all present and

future taxes, levies, imposts, stamps, duties and charges, whether direct or

indirect, imposed in the Republic of Iraq and all liabilities with respect

thereto.

ARTICLE 2

The Parties confirm their understanding that the Issuer's activities are

governmental in nature and therefore:
(a) The Issuer shall not be subject to regulation under the laws of

the Republic of Iraq applicable to insurance or financial organizations, but,

in the provision of Investment Support, shall be afforded all rights and have

access to all remedies of any such entity, whether domestic, foreign or

multilateral.

(b) The Issuer, all operations and activities undertaken by the

Issuer in connection with any Investment Support, and all payments,

whether of interest, principal, fees, dividends, premiums or the proceeds

from the liquidation of assets or of any other nature, that are made, received

or guaranteed by the Issuer in connection with any Investment Support shall

be exempt from Taxes, whether imposed directly on the Issuer or payable in

the first instance by others. Neither projects receiving Investment Support

nor investors in such projects shall be exempt from Taxes by operation of

this Article, provided, however, that any Investment Support shall be

accorded tax treatment no less favorable than that accorded to the

investment support of any other national or multilateral development

institution which operates in the Republic of Iraq. The Issuer shall not be

subject to Taxes in connection with any transfer, succession or other

acquisition which occurs pursuant to paragraph (c) of this Article or Article

3(a) hereof, but obligations for Taxes previously accrued and unpaid with

respect to interests received by the Issuer shall not be extinguished as a

result of such transfer, succession or other acquisition.

(c) If the Issuer, alone or with a Coinsurer, makes a payment to any

person or entity, or exercises its rights as a creditor or subrogee, in

connection with any Investment Support, the Republic of Iraq shall

recognize the transfer to, or acquisition by, the Issuer and any Coinsurer of

any cash, accounts, credits, instruments or other assets in connection with

such payment or the exercise of such rights, as well as the succession of the

Issuer and any Coinsurer to any right, title, claim, privilege or cause of

action existing, or which may arise, in connection therewith.

(d) With respect to any interests transferred to the Issuer or a

Coinsurer or any interests to which the Issuer or a Coinsurer succeeds under

this Article, in its own right or otherwise, the Issuer shall assert no greater

rights than those of the person or entity from whom such interests were

received, provided that nothing in this Agreement shall limit the right of the

United States to assert a claim under international law in its sovereign

capacity, as distinct from any rights it may have as the Issuer pursuant to

paragraph (c) of this Article. No Coinsurer shall be entitled to the benefits

of this Agreement unless it is acting through, or its interests have been

assigned to, the Issuer.

ARTICLE 3

(a) Amounts in the currency of the Republic of Iraq, including

cash, accounts, credits, instruments or otherwise, acquired by the Issuer (or

by the Issuer and any Coinsurer) upon making a payment, or upon the

exercise of its rights as a creditor, in connection with any Investment

Support for a project in the Republic of Iraq, shall be accorded treatment in
the territory of the Republic of Iraq no less favorable as to use and

conversion than the treatment to which such funds would have been entitled

in the hands of the person or entity from which such amounts were acquired.

(b) Such currency and credits may be transferred to any person or

entity and upon such transfer shall be freely available for use by such person

or entity in the territory of the Republic of Iraq in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Parties regarding the interpretation or

application of this Agreement or regarding a claim, in connection with any

project or activity for which Investment Support has been provided, for a

violation of international law or for loss to the Issuer resulting from a

wrongful act by the Republic of Iraq should be resolved, insofar as possible,

through negotiations between the Parties. If at any time either Party

considers that the dispute cannot be resolved through negotiations, it may,

upon 90 days notice and without any requirement to exhaust other remedies,

submit the dispute to arbitration for a binding decision or award by a

tribunal in accordance with paragraph (b) of this Article.

(b) The tribunal referred to in paragraph (a) of this Article shall be

established and shall function as follows:

(i) Unless the Parties agree otherwise, the tribunal shall

comprise three arbitrators, one arbitrator appointed by each Party and

the third, who shall be a citizen of a third state and the presiding

arbitrator, appointed by agreement of the Parties. The Partyappointed arbitrators shall be appointed within three months, and the

presiding arbitrator within six months, of the date the dispute is

submitted to arbitration. If the appointments are not made within the

foregoing time limits, either Party may, in the absence of any other

agreement, request the Secretary-General of the International Centre

for the Settlement of Investment Disputes to make the necessary

appointment or appointments.

(ii) In the absence of an agreement by the Parties to the

contrary, the UNCITRAL Arbitration Rules shall govern the

arbitration, except as modified by the Parties or this Agreement.

(iii) The tribunal shall decide the issues in dispute in

accordance with this Agreement, applicable rules of international law

and, as necessary, relevant rules of applicable municipal law.

(iv) The decision or award of the tribunal shall be made by at

least two of its members, be in writing, and state the reasons on which

it is based.

(v) The decision or award made by the tribunal shall have no

binding force except between the Parties and in respect of the
particular dispute. Each Party shall abide by and comply with the

terms of the decision or award without delay.

(vi) Expenses incurred by the arbitrators and the president,

and other costs of the proceedings, shall be paid for equally by the

Parties. In its decision or award, the tribunal may, in its discretion,

reallocate expenses and costs between the Parties, including directing

that a higher proportion of the costs be paid by one of the Parties.

ARTICLE 5

(a) This Agreement shall enter into force on the date on which the

Government of the Republic of Iraq notifies the Government of the United

States of America that all legal requirements for entry into force of this

Agreement have been fulfilled.

(b) Any matter relating to Investment Support provided prior to the

entry into force of this Agreement shall be resolved under the terms of this

Agreement.

(c) This Agreement shall continue in force until six months from

the date of a receipt of a note by which one Party informs the other of its

intent to terminate this Agreement. In such event, the provisions of this

Agreement shall, with respect to Investment Support provided prior to or

while this Agreement was in force, remain in force so long as such

Investment Support remains outstanding, but in no case longer than twenty

years after the termination of this Agreement.

IN WITNESS WHEREOF, the undersigned, duly authorized by their

respective Governments, have signed this Agreement.

DONE at Amman, in duplicate, this 114 day of $ Ls , 2005, in the

English and Arabic languages, each text being equally authentic.

FOR THE GOVERNMENT OF

THE UNITED STATES OF

AMERICA:

FOR THE GOVERNMENT OF

THE REPUBLIC OF IRAQ:
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