TREATIES AND OTHER INTERNATIONAL ACTS SERIES 13-626 *

________________________________________________________________________

INVESTMENT GUARANTIES

Agreement Between the 

UNITED STATES OF AMERICA

and SOUTH SUDAN

Signed at Washington April 17, 2013 

* NOTE: This publication replaces TIAS 13-625 and reflects change 

in entry into force date for this particular agreement.
 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.”
 SOUTH SUDAN

 Investment Guaranties

 Agreement signed at Washington April 17, 2013;

 Entered into force June 26, 2013.
INVESTMENT INCENTIVE AGREEMENT

BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA

AND

THE GOVERNMENT OF THE REPUBLIC OF SOUTH SUDAN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE

GOVERNMENT OF THE REPUBLIC OF SOUTH SUDAN (the "Parties");

AFFIRMING their common desire to encourage economic activities in

the Republic of South Sudan that promote the development of the economic

resources and productive capacities of the Republic of South Sudan;

ACKNOWLEDGING that diverse forms of assistance and support are

important to the economic revitalization of the Republic of South Sudan; 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 South Sudan. The term "Taxes" means all present and future

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

imposed in the Republic of South Sudan and all liabilities with respect

thereto.
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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 South Sudan 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 South Sudan. 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 South Sudan 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
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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 South Sudan,

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 South Sudan, shall be accorded

treatment in the territory of the Republic of South Sudan 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 South Sudan 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 loss

to the Issuer resulting from an alleged violation of international law or

wrongful act by the Republic of South Sudan 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
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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 South Sudan notifies the Government of the

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

this Agreement have been fulfilled.

(b) Upon entry into force, this Agreement shall supersede, with

respect to the Republic of South Sudan, the Agreement relating to

Investment Guaranties between the Government of the United States of

America and the Government of the Republic of the Sudan, effected by

Exchange of Notes at Khartoum, March 17, 1959, and supplemented by an

Agreement effected by Exchange of Notes at Khartoum, March 2, 1964.

Any matter relating to support by OPIC of projects in the territory of the

Republic of South Sudan 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 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
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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 Washington, District of Columbia, United States of America,

in duplicate, this 17th day of April, 2013, in the English language.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF

UNITED STATES OF AMERICA: THE REPUBLIC OF SOUTH SUDAN: