TREATIES AND OTHER INTERNATIONAL ACTS SERIES 12-101

________________________________________________________________________

INVESTMENT

Treaty Between the

UNITED STATES OF AMERICA

and RWANDA

Signed at Kigali February 19, 2008 

with

Annexes
 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.”
 RWANDA

 Investment

Treaty signed at Kigali February 19, 2008;

Transmitted by the President of the United States of America

 to the Senate November 20, 2008 (Treaty Doc. 110-23,

 110th Congress, 2d Session);

Reported favorably by the Senate Committee on Foreign Relations

 July 26, 2011 (Senate Executive Report No. 112-2,

 112th Congress, 1st Session);

Advice and consent to ratification by the Senate

 September 26, 2011;

Ratified by Kigali November 29, 2011;

Ratified by the President December 1, 2011;

Exchange of instruments of ratification at Washington

 December 2, 2011;

Entered into force January 1, 2012.
TREATY BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND

THE GOVERNMENT OF THE REPUBLIC OF RWANDA

CONCERNING THE ENCOURAGEMENT

AND RECIPROCAL PROTECTION OF INVESTMENT

The Government of the United States of America and the Government of the Republic of

Rwanda (hereinafter the "Parties");

Desiring to promote greater economic cooperation between them with respect to

investment by nationals and enterprises of one Party in the territory of the other Party;

Recognizing that agreement on the treatment to be accorded such investment will

stimulate the flow of private capital and the economic development of the Parties;

Agreeing that a stable framework for investment will maximize effective utilization of

economic resources and improve living standards;

Recognizing the importance of providing effective means of asserting claims and

enforcing rights with respect to investment under national law as well as through international

arbitration;

Desiring to achieve these objectives in a manner consistent with the protection of

health, safety, and the environment, and the promotion of internationally recognized labor rights;

Having resolved to conclude a Treaty concerning the encouragement and reciprocal

protection of investment;

Have agreed as follows:
SECTION A

Article 1: Definitions

For purposes of this Treaty:

"central level of government" means:

(a) for the United States, the federal level of government; and

(b) for Rwanda, the national government.

"Centre" means the International Centre for Settlement of Investment Disputes ("ICSID")

established by the ICSID Convention.

"claimant" means an investor of a Party that is a party to an investment dispute with the other

Party.

"covered investment" means, with respect to a Party, an investment in its territory of an

investor of the other Party in existence as of the date of entry into force of this Treaty or

established, acquired, or expanded thereafter.

"disputing parties" means the claimant and the respondent.

"disputing party" means either the claimant or the respondent.

"enterprise" means any entity constituted or organized under applicable law, whether or not for

profit, and whether privately or governmentally owned or controlled, including a corporation,

trust, partnership, sole proprietorship, joint venture, association, or similar organization; and a

branch of an enterprise.

"enterprise of a Party" means an enterprise constituted or organized under the law of a Party,

and a branch located in the territory of a Party and carrying out business activities there.

"existing" means in effect on the date of entry into force of this Treaty.

"freely usable currency" means "freely usable currency" as determined by the International

Monetary Fund under its Articles of Agreement.

"GATS" means the General Agreement on Trade in Services, contained in Annex 1B to the

WTO Agreement.

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"government procurement" means the process by which a government obtains the use of or

acquires goods or services, or any combination thereof, for governmental purposes and not with

a view to commercial sale or resale, or use in the production or supply of goods or services for

commercial sale or resale.

"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.

"ICSID Convention" means the Convention on the Settlement of Investment Disputes between

States and Nationals of Other States, done at Washington, March 18, 1965.

"investment" means every asset that an investor owns or controls, directly or indirectly, that has

the characteristics of an investment, including such characteristics as the commitment of capital

or other resources, the expectation of gain or profit, or the assumption of risk. Forms that an

investment may take include:

(a) an enterprise;'

(b) shares, stock, and other forms of equity participation in an enterprise;

(c) bonds, debentures, other debt instruments, and loans;2

(d) futures, options, and other derivatives;

(e) turnkey, construction, management, production, concession, revenue-sharing, and

other similar contracts;

intellectual property rights;

licenses, authorizations, permits, and similar rights conferred pursuant to domestic

law;3 ' 4 and

For greater certainty, where an enterprise does not have the characteristics of an investment, that

enterprise is not an investment regardless of the form it may take.

2 Some forms of debt, such as bonds, debentures, and long-term notes, are more likely to have the

characteristics of an investment, while other forms of debt, such as claims to payment that are

immediately due and result from the sale of goods or services, are less likely to have such characteristics.

3 Whether a particular type of license, authorization, permit, or similar instrument (including a

concession, to the extent that it has the nature of such an instrument) has the characteristics of an

investment depends on such factors as the nature and extent of the rights that the holder has under the law

of the Party. Among the licenses, authorizations, permits, and similar instruments that do not have the

characteristics of an investment are those that do not create any rights protected under domestic law. For

greater certainty, the foregoing is without prejudice to whether any asset associated with the license,

authorization, permit, or similar instrument has the characteristics of an investment.

(0

(g)

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(h) other tangible or intangible, movable or immovable property, and related property

rights, such as leases, mortgages, liens, and pledges.

"investment agreement" means a written agreements between a national authority6 of a Party

and a covered investment or an investor of the other Party, on which the covered investment or

the investor relies in establishing or acquiring a covered investment other than the written

agreement itself, that grants rights to the covered investment or investor:

(a) with respect to natural resources that a national authority controls, such as for

their exploration, extraction, refining, transportation, distribution, or sale;

(b) to supply services to the public on behalf of the Party, such as power generation

or distribution, water treatment or distribution, or telecommunications; or

(c) to undertake infrastructure projects, such as the construction of roads, bridges,

canals, dams, or pipelines, that are not for the exclusive or predominant use and

benefit of the government.

"investment authorization" 7 means an authorization that the foreign investment authority of a

Party grants to a covered investment or an investor of the other Party.

"investor of a non-Party" means, with respect to a Party, an investor that attempts to make, is

making, or has made an investment in the territory of that Party, that is not an investor of either

Party.

"investor of a Party" means a Party or state enterprise thereof, or a national or an enterprise of a

Party, that attempts to make, is making, or has made an investment in the territory of the other

Party; provided, however, that a natural person who is a dual national shall be deemed to be

exclusively a national of the State of his or her dominant and effective nationality.

The term "investment" does not include an order or judgment entered in a judicial or administrative

action.

5 "Written agreement" refers to an agreement in writing, executed by both parties, whether in a single

instrument or in multiple instruments, that creates an exchange of rights and obligations, binding on both

parties under the law applicable under Article 30(2). For greater certainty, (a) a unilateral act of an

administrative or judicial authority, such as a permit, license, or authorization issued by a Party solely in

its regulatory capacity, or a decree, order, or judgment, standing alone; and (b) an administrative or

judicial consent decree or order, shall not be considered a written agreement.

6 For purposes of this definition, "national authority" means an authority at the central level of

government.

7 For greater certainty, actions taken by a Party to enforce laws of general application, such as

competition laws, are not encompassed within this definition.

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"measure" includes any law, regulation, procedure, requirement, or practice.

"national" means:

(a) for the United States, a natural person who is a national of the United States as

defined in Title III of the Immigration and Nationality Act; and

(b) for Rwanda, a natural person who is a national of the Republic of Rwanda as

defined by the Rwandan Nationality Code in Article 1 of the Organic Law No.

29/2004 of 03/12/2004.

"New York Convention" means the United Nations Convention on the Recognition and

Enforcement of Foreign Arbitral Awards, done at New York, June 10, 1958.

"non-disputing Party" means the Party that is not a party to an investment dispute.

"person" means a natural person or an enterprise.

"person of a Party" means a national or an enterprise of a Party.

"protected information" means confidential business information or information that is

privileged or otherwise protected from disclosure under a Party's law.

"regional level of government" means, for the United States, a state of the United States, the

District of Columbia, or Puerto Rico. For Rwanda, "regional level of government" is not

applicable.

"respondent" means the Party that is a party to an investment dispute.

"Secretary-General" means the Secretary-General of ICSID.

"state enterprise" means an enterprise owned, or controlled through ownership interests, by a

Party.

"territory" means:

(a) with respect to the United States,

(i) the customs territory of the United States, which includes the 50 states, the

District of Columbia, and Puerto Rico;

(ii) the foreign trade zones located in the United States and Puerto Rico; and

(iii) any areas beyond the territorial seas of the United States within which, in

accordance with international law and its domestic law, the United States

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may exercise rights with respect to the seabed and subsoil and their natural

resources.

(b) with respect to Rwanda, the customs territory of the Republic of Rwanda, which

includes the four Provinces and the City of Kigali.

"TRIPS Agreement" means the Agreement on Trade-Related Aspects of Intellectual Property

Rights, contained in Annex 1C to the WTO Agreement.8

"UNCITRAL Arbitration Rules" means the arbitration rules of the United Nations

Commission on International Trade Law.

"WTO Agreement" means the Marrakesh Agreement Establishing the World Trade

Organization, done on April 15, 1994.

Article 2: Scope and Coverage

1. This Treaty applies to measures adopted or maintained by a Party relating to:

(a) investors of the other Party;

(b) covered investments; and

(c) with respect to Articles 8, 12, and 13, all investments in the territory of the Party.

2. A Party's obligations under Section A shall apply:

(a) to a state enterprise or other person when it exercises any regulatory,

administrative, or other governmental authority delegated to it by that Party; and

(b) to the political subdivisions of that Party.

3. For greater certainty, this Treaty does not bind either Party in relation to any act or fact that

took place or any situation that ceased to exist before the date of entry into force of this Treaty.

Article 3: National Treatment

1. Each Party shall accord to investors of the other Party treatment no less favorable than that it

accords, in like circumstances, to its own investors with respect to the establishment, acquisition,

expansion, management, conduct, operation, and sale or other disposition of investments in its

territory.

8 For greater certainty, "TRIPS Agreement" includes any waiver in force between the Parties of any

provision of the TRIPS Agreement granted by WTO Members in accordance with the WTO Agreement.

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2. Each Party shall accord to covered investments treatment no less favorable than that it

accords, in like circumstances, to investments in its territory of its own investors with respect to

the establishment, acquisition, expansion, management, conduct, operation, and sale or other

disposition of investments.

3. The treatment to be accorded by a Party under paragraphs 1 and 2 means, with respect to a

regional level of government, treatment no less favorable than the treatment accorded, in like

circumstances, by that regional level of government to natural persons resident in and enterprises

constituted under the laws of other regional levels of government of the Party of which it forms a

part, and to their respective investments.

Article 4: Most-Favored-Nation Treatment

1. Each Party shall accord to investors of the other Party treatment no less favorable than that it

accords, in like circumstances, to investors of any non-Party with respect to the establishment,

acquisition, expansion, management, conduct, operation, and sale or other disposition of

investments in its territory.

2. Each Party shall accord to covered investments treatment no less favorable than that it

accords, in like circumstances, to investments in its territory of investors of any non-Party with

respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or

other disposition of investments.

Article 5: Minimum Standard of Treatment9

1. Each Party shall accord to covered investments treatment in accordance with customary

international law, including fair and equitable treatment and full protection and security.

2. For greater certainty, paragraph 1 prescribes the customary international law minimum

standard of treatment of aliens as the minimum standard of treatment to be afforded to covered

investments. The concepts of "fair and equitable treatment" and "full protection and security" do

not require treatment in addition to or beyond that which is required by that standard, and do not

create additional substantive rights. The obligation in paragraph 1 to provide:

(a) "fair and equitable treatment" includes the obligation not to deny justice in

criminal, civil, or administrative adjudicatory proceedings in accordance with the

principle of due process embodied in the principal legal systems of the world; and

(b) "full protection and security" requires each Party to provide the level of police

protection required under customary international law.

9 Article 5 shall be interpreted in accordance with Annex A.

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3. A determination that there has been a breach of another provision of this Treaty, or of a

separate international agreement, does not establish that there has been a breach of this Article.

4. Notwithstanding Article 14(5)(b), each Party shall accord to investors of the other Party, and

to covered investments, non-discriminatory treatment with respect to measures it adopts or

maintains relating to losses suffered by investments in its territory owing to armed conflict or

civil strife.

5. Notwithstanding paragraph 4, if an investor of a Party, in the situations referred to in

paragraph 4, suffers a loss in the territory of the other Party resulting from:

(a) requisitioning of its covered investment or part thereof by the latter's forces or

authorities; or

(b) destruction of its covered investment or part thereof by the latter's forces or

authorities, which was not required by the necessity of the situation,

the latter Party shall provide the investor restitution, compensation, or both, as appropriate, for

such loss. Any compensation shall be prompt, adequate, and effective in accordance with Article

6(2) through (4), mutatis mutandis.

6. Paragraph 4 does not apply to existing measures relating to subsidies or grants that would be

inconsistent with Article 3 but for Article 14(5)(b).

Article 6: Expropriation and Compensationl°

1. Neither Party may expropriate or nationalize a covered investment either directly or indirectly

through measures equivalent to expropriation or nationalization ("expropriation"), except:

(a) for a public purpose;

(b) in a non-discriminatory manner;

(c) on payment of prompt, adequate, and effective compensation; and

(d) in accordance with due process of law and Article 5(1) through (3).

2. The compensation referred to in paragraph 1(c) shall:

(a) be paid without delay;

(b) be equivalent to the fair market value of the expropriated investment immediately

before the expropriation took place ("the date of expropriation");

m Article 6 shall be interpreted in accordance with Annexes A and B.

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(c) not reflect any change in value occurring because the intended expropriation had

become known earlier; and

(d) be fully realizable and freely transferable.

3. If the fair market value is denominated in a freely usable currency, the compensation referred

to in paragraph 1(c) shall be no less than the fair market value on the date of expropriation, plus

interest at a commercially reasonable rate for that currency, accrued from the date of

expropriation until the date of payment.

4. If the fair market value is denominated in a currency that is not freely usable, the

compensation referred to in paragraph 1(c) – converted into the currency of payment at the

market rate of exchange prevailing on the date of payment – shall be no less than:

(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, plus

(b) interest, at a commercially reasonable rate for that freely usable currency, accrued

from the date of expropriation until the date of payment.

5. This Article does not apply to the issuance of compulsory licenses granted in relation to

intellectual property rights in accordance with the TRIPS Agreement, or to 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 7: Transfers

1. Each Party shall permit all transfers relating to a covered investment to be made freely and

without delay into and out of its territory. Such transfers include:

(a) contributions to capital;

(b) profits, dividends, capital gains, and proceeds from the sale of all or any part of

the covered investment or from the partial or complete liquidation of the covered

investment;

(c) interest, royalty payments, management fees, and technical assistance and other

fees;

(d) payments made under a contract, including a loan agreement;

(e) payments made pursuant to Article 5(4) and (5) and Article 6; and

(0 payments arising out of a dispute.

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2. Each Party shall permit transfers relating to a covered investment to be made in a freely

usable currency at the market rate of exchange prevailing at the time of transfer.

3. Each Party shall permit returns in kind relating to a covered investment to be made as

authorized or specified in a written agreement between the Party and a covered investment or an

investor of the other Party.

4. Notwithstanding paragraphs 1 through 3, a Party may prevent a transfer through the equitable,

non-discriminatory, and good faith application of its laws relating to:

(a) bankruptcy, insolvency, or the protection of the rights of creditors;

(b) issuing, trading, or dealing in securities, futures, options, or derivatives;

(c) criminal or penal offenses;

(d) financial reporting or record keeping of transfers when necessary to assist law

enforcement or financial regulatory authorities; or

(e) ensuring compliance with orders or judgments in judicial or administrative

proceedings.

Article 8: Performance Requirements

1. Neither Party may, in connection with the establishment, acquisition, expansion,

management, conduct, operation, or sale or other disposition of an investment of an investor of a

Party or of a non-Party in its territory, impose or enforce any requirement or enforce any

commitment or undertaking:1

(a) to export a given level or percentage of goods or services;

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

(c) to purchase, use, or accord a preference to goods produced in its territory, or to

purchase goods from persons in its territory;

(d) to relate in any way the volume or value of imports to the volume or value of

exports or to the amount of foreign exchange inflows associated with such

investment;

" For greater certainty, a condition for the receipt or continued receipt of an advantage referred to in

paragraph 2 does not constitute a "commitment or undertaking" for the purposes of paragraph 1.

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(e) to restrict sales of goods or services in its territory that such investment produces

or supplies by relating such sales in any way to the volume or value of its exports

or foreign exchange earnings;

(f) to transfer a particular technology, a production process, or other proprietary

knowledge to a person in its territory; 12 ' 13 or

(g) to supply exclusively from the territory of the Party the goods that such

investment produces or the services that it supplies to a specific regional market

or to the world market.

2. Neither Party may condition the receipt or continued receipt of an advantage, in connection

with the establishment, acquisition, expansion, management, conduct, operation, or sale or other

disposition of an investment in its territory of an investor of a Party or of a non-Party, on

compliance with any requirement:

(a) to achieve a given level or percentage of domestic content;

(b) to purchase, use, or accord a preference to goods produced in its territory, or to

purchase goods from persons in its territory;

(c) to relate in any way the volume or value of imports to the volume or value of

exports or to the amount of foreign exchange inflows associated with such

investment; or

(d) to restrict sales of goods or services in its territory that such investment produces

or supplies by relating such sales in any way to the volume or value of its exports

or foreign exchange earnings.

3. (a) Nothing in paragraph 2 shall be construed to prevent a Party from conditioning

the receipt or continued receipt of an advantage, in connection with an investment

in its territory of an investor of a Party or of a non-Party, on compliance with a

requirement to locate production, supply a service, train or employ workers,

construct or expand particular facilities, or carry out research and development, in

its territory.

12 For greater certainty, the enforcement of a commitment or undertaking to use a particular technology, a

production process, or other proprietary knowledge is not, by itself, inconsistent with Article 8(1)(f).

13 For greater certainty, nothing in paragraph I shall be construed to prevent a Party, in connection with

the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of

an investment of an investor of a Party or of a non-Party in its territory, from imposing or enforcing a

requirement or enforcing a commitment or undertaking to train workers in its territory, provided that such

training does not require the transfer of a particular technology, a production process, or other proprietary

knowledge to a person in its territory.
(b) Paragraph 1(f) does not apply:

(i) when a Party authorizes use of an intellectual property right in accordance

with Article 31 of the TRIPS Agreement, or to measures requiring the

disclosure of proprietary information that fall within the scope of, and are

consistent with, Article 39 of the TRIPS Agreement; or

(ii) when the requirement is imposed or the commitment or undertaking is

enforced by a court, administrative tribunal, or competition authority to

remedy a practice determined after judicial or administrative process to be

anticompetitive under the Party's competition laws.I4

(c) Provided that such measures are not applied in an arbitrary or unjustifiable

manner, and provided that such measures do not constitute a disguised restriction

on international trade or investment, paragraphs 1(b), (c), and (f), and 2(a) and

(b), shall not be construed to prevent a Party from adopting or maintaining

measures, including environmental measures:

(i) necessary to secure compliance with laws and regulations that are not

inconsistent with this Treaty;

(ii) necessary to protect human, animal, or plant life or health; or

(iii) related to the conservation of living or non-living exhaustible natural

resources.

(d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification

requirements for goods or services with respect to export promotion and foreign

aid programs.

(e) Paragraphs 1(b), (c), (f), and (g), and 2(a) and (b), do not apply to government

procurement.

(f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing

Party relating to the content of goods necessary to qualify for preferential tariffs

or preferential quotas.

4. For greater certainty, paragraphs 1 and 2 do not apply to any commitment, undertaking, or

requirement other than those set out in those paragraphs.

5. This Article does not preclude enforcement of any commitment, undertaking, or requirement

between private parties, where a Party did not impose or require the commitment, undertaking,

or requirement.

14 The Parties recognize that a patent does not necessarily confer market power.

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Article 9: Senior Management and Boards of Directors

1. Neither Party may require that an enterprise of that Party that is a covered investment appoint

to senior management positions natural persons of any particular nationality.

2. A Party may require that a majority of the board of directors, or any committee thereof, of an

enterprise of that Party that is a covered investment, be of a particular nationality, or resident in

the territory of the Party, provided that the requirement does not materially impair the ability of

the investor to exercise control over its investment.

Article 10: Publication of Laws and Decisions Respecting Investment

1. Each Party shall ensure that its:

(a) laws, regulations, procedures, and administrative rulings of general application;

and

(b) adjudicatory decisions

respecting any matter covered by this Treaty are promptly published or otherwise made publicly

available.

2. For purposes of this Article, "administrative ruling of general application" means an

administrative ruling or interpretation that applies to all persons and fact situations that fall

generally within its ambit and that establishes a norm of conduct but does not include:

(a) a determination or ruling made in an administrative or quasi-judicial proceeding

that applies to a particular covered investment or investor of the other Party in a

specific case; or

(b) a ruling that adjudicates with respect to a particular act or practice.

Article 11: Transparency

1. Contact Points

(a) Each Party shall designate a contact point or points to facilitate communications

between the Parties on any matter covered by this Treaty.

(b) On the request of the other Party, the contact point(s) shall identify the office or

official responsible for the matter and assist, as necessary, in facilitating

communication with the requesting Party.

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2. Publication

To the extent possible, each Party shall:

(a) publish in advance any measure referred to in Article 10(1)(a) that it proposes to

adopt; and

(b) provide interested persons and the other Party a reasonable opportunity to

comment on such proposed measures.

3. Provision of Information

(a) On request of the other Party, a Party shall promptly provide information and

respond to questions pertaining to any actual or proposed measure that the

requesting Party considers might materially affect the operation of this Treaty or

otherwise substantially affect its interests under this Treaty.

(b) Any request or information under this paragraph shall be provided to the other

Party through the relevant contact points.

(c) Any information provided under this paragraph shall be without prejudice as to

whether the measure is consistent with this Treaty.

4. Administrative Proceedings

With a view to administering in a consistent, impartial, and reasonable manner all measures

referred to in Article 10(1)(a), each Party shall ensure that in its administrative proceedings

applying such measures to particular covered investments or investors of the other Party in

specific cases:

(a) wherever possible, covered investments or investors of the other Party that are

directly affected by a proceeding are provided reasonable notice, in accordance

with domestic procedures, when a proceeding is initiated, including a description

of the nature of the proceeding, a statement of the legal authority under which the

proceeding is initiated, and a general description of any issues in controversy;

(b) such persons are afforded a reasonable opportunity to present facts and arguments

in support of their positions prior to any final administrative action, when time,

the nature of the proceeding, and the public interest permit; and

(c) its procedures are in accordance with domestic law.

5. Review and Appeal

(a) Each Party shall establish or maintain judicial, quasi-judicial, or administrative

tribunals or procedures for the purpose of the prompt review and, where

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warranted, correction of final administrative actions regarding matters covered by

this Treaty. Such tribunals shall be impartial and independent of the office or

authority entrusted with administrative enforcement and shall not have any

substantial interest in the outcome of the matter.

(b) Each Party shall ensure that, in any such tribunals or procedures, the parties to the

proceeding are provided with the right to:

(i) a reasonable opportunity to support or defend their respective positions;

and

(ii) a decision based on the evidence and submissions of record or, where

required by domestic law, the record compiled by the administrative

authority.

(c) Each Party shall ensure, subject to appeal or further review as provided in its

domestic law, that such decisions shall be implemented by, and shall govern the

practice of, the offices or authorities with respect to the administrative action at

issue.

Article 12: Investment and Environment

1. The Parties recognize that it is inappropriate to encourage investment by weakening or

reducing the protections afforded in domestic environmental laws. I5 Accordingly, each Party

shall strive to ensure that it does not waive or otherwise derogate from, or offer to waive or

otherwise derogate from, such laws in a manner that weakens or reduces the protections afforded

in those laws as an encouragement for the establishment, acquisition, expansion, or retention of

an investment in its territory. If a Party considers that the other Party has offered such an

encouragement, it may request consultations with the other Party and the two Parties shall

consult with a view to avoiding any such encouragement.

2. Nothing in this Treaty shall be construed to prevent a Party from adopting, maintaining, or

enforcing any measure otherwise consistent with this Treaty that it considers appropriate to

ensure that investment activity in its territory is undertaken in a manner sensitive to

environmental concerns.

Article 13: Investment and Labor

1. The Parties recognize that it is inappropriate to encourage investment by weakening or

reducing the protections afforded in domestic labor laws. Accordingly, each Party shall strive to

15 For the United States, "laws" for purposes of this Article means an act of the United States Congress or

regulations promulgated pursuant to an act of the United States Congress that is enforceable by action of

the central level of government.

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ensure that it does not waive or otherwise derogate from, or offer to waive or otherwise derogate

from, such laws in a manner that weakens or reduces adherence to the internationally recognized

labor rights referred to in paragraph 2 as an encouragement for the establishment, acquisition,

expansion, or retention of an investment in its territory. If a Party considers that the other Party

has offered such an encouragement, it may request consultations with the other Party and the two

Parties shall consult with a view to avoiding any such encouragement.

2. For purposes of this Article, "labor laws" means each Party's statutes or regulations,I6 or

provisions thereof, that are directly related to the following internationally recognized labor

rights:

(a) the right of association;

(b) the right to organize and bargain collectively;

(c) a prohibition on the use of any form of forced or compulsory labor;

(d) labor protections for children and young people, including a minimum age for the

employment of children and the prohibition and elimination of the worst forms of

child labor; and

(e) acceptable conditions of work with respect to minimum wages, hours of work,

and occupational safety and health.

Article 14: Non-Conforming Measures

1. Articles 3, 4, 8, and 9 do not apply to:

(a) any existing non-conforming measure that is maintained by a Party at:

(i) the central level of government, as set out by that Party in its Schedule to

Annex I or Annex III,

(ii) a regional level of government, as set out by that Party in its Schedule to

Annex I or Annex III, or

(iii) a local level of government;

(b) the continuation or prompt renewal of any non-conforming measure referred to in

subparagraph (a); or

16 For the United States, "statutes or regulations" for purposes of this Article means an act of the United

States Congress or regulations promulgated pursuant to an act of the United States Congress that is

enforceable by action of the central level of government.

- 16 -
(c) an amendment to any non-conforming measure referred to in subparagraph (a) to

the extent that the amendment does not decrease the conformity of the measure, as

it existed immediately before the amendment, with Article 3, 4, 8, or 9.

2. Articles 3, 4, 8, and 9 do not apply to any measure that a Party adopts or maintains with

respect to sectors, subsectors, or activities, as set out in its Schedule to Annex II.

3. Neither Party may, under any measure adopted after the date of entry into force of this Treaty

and covered by its Schedule to Annex II, require an investor of the other Party, by reason of its

nationality, to sell or otherwise dispose of an investment existing at the time the measure

becomes effective.

4. Articles 3 and 4 do not apply to any measure covered by an exception to, or derogation from,

the obligations under Article 3 or 4 of the TRIPS Agreement, as specifically provided in those

Articles and in Article 5 of the TRIPS Agreement.

5. Articles 3, 4, and 9 do not apply to:

(a) government procurement; or

(b) subsidies or grants provided by a Party, including government-supported loans,

guarantees, and insurance.

Article 15: Special Formalities and Information Requirements

1. Nothing in Article 3 shall be construed to prevent a Party from adopting or maintaining a

measure that prescribes special formalities in connection with covered investments, such as a

requirement that investors be residents of the Party or that covered investments be legally

constituted under the laws or regulations of the Party, provided that such formalities do not

materially impair the protections afforded by a Party to investors of the other Party and covered

investments pursuant to this Treaty.

2. Notwithstanding Articles 3 and 4, a Party may require an investor of the other Party or its

covered investment to provide information concerning that investment solely for informational

or statistical purposes. The Party shall protect any confidential business information from any

disclosure that would prejudice the competitive position of the investor or the covered

investment. Nothing in this paragraph shall be construed to prevent a Party from otherwise

obtaining or disclosing information in connection with the equitable and good faith application

of its law.

Article 16: Non-Derogation

This Treaty shall not derogate from any of the following that entitle an investor of a Party or a

covered investment to treatment more favorable than that accorded by this Treaty:

-17-
1. laws or regulations, administrative practices or procedures, or administrative or

adjudicatory decisions of a Party;

2. international legal obligations of a Party; or

3. obligations assumed by a Party, including those contained in an investment authorization

or an investment agreement.

Article 17: Denial of Benefits

1. A Party may deny the benefits of this Treaty to an investor of the other Party that is an

enterprise of such other Party and to investments of that investor if persons of a non-Party own

or control the enterprise and the denying Party:

(a) does not maintain diplomatic relations with the non-Party; or

(b) adopts or maintains measures with respect to the non-Party or a person of the nonParty that prohibit transactions with the enterprise or that would be violated or

circumvented if the benefits of this Treaty were accorded to the enterprise or to its

investments.

2. A Party may deny the benefits of this Treaty to an investor of the other Party that is an

enterprise of such other Party and to investments of that investor if the enterprise has no

substantial business activities in the territory of the other Party and persons of a non-Party, or of

the denying Party, own or control the enterprise.

Article 18: Essential Security

Nothing in this Treaty shall be construed:

1. to require a Party to furnish or allow access to any information the disclosure of which it

determines to be contrary to its essential security interests; or

2. to preclude a Party from applying measures that it considers necessary for the

fulfillment of its obligations with respect to the maintenance or restoration of

international peace or security, or the protection of its own essential security interests.

Article 19: Disclosure of Information

Nothing in this Treaty shall be construed to require a Party to furnish or allow access to

confidential information the disclosure of which would impede law enforcement or otherwise be

- 18 -
contrary to the public interest, or which would prejudice the legitimate commercial interests of

particular enterprises, public or private.

Article 20: Financial Services

1. Notwithstanding any other provision of this Treaty, a Party shall not be prevented from

adopting or maintaining measures relating to financial services for prudential reasons, including

for the protection of investors, depositors, policy holders, or persons to whom a fiduciary duty is

owed by a financial services supplier, or to ensure the integrity and stability of the financial

system. 17 Where such measures do not conform with the provisions of this Treaty, they shall not

be used as a means of avoiding the Party's commitments or obligations under this Treaty.

2. (a) Nothing in this Treaty applies to non-discriminatory measures of general

application taken by any public entity in pursuit of monetary and related credit

policies or exchange rate policies. This paragraph shall not affect a Party's

obligations under Article 7 or 8.18

(b) For purposes of this paragraph, "public entity" means a central bank or monetary

authority of a Party.

3. Where a claimant submits a claim to arbitration under Section B, and the respondent invokes

paragraph 1 or 2 as a defense, the following provisions shall apply:

(a) The respondent shall, within 120 days of the date the claim is submitted to

arbitration under Section B, submit in writing to the competent financial

authorities 19 of both Parties a request for a joint determination on the issue of

whether and to what extent paragraph 1 or 2 is a valid defense to the claim. The

respondent shall promptly provide the tribunal, if constituted, a copy of such

request. The arbitration may proceed with respect to the claim only as provided

in subparagraph (d).

17 It is understood that the term "prudential reasons" includes the maintenance of the safety, soundness,

integrity, or financial responsibility of individual financial institutions, as well as the maintenance of the

safety and financial and operational integrity of payment and clearing systems.

18 For greater certainty, measures of general application taken in pursuit of monetary and related credit

policies or exchange rate policies do not include measures that expressly nullify or amend contractual

provisions that specify the currency of denomination or the rate of exchange of currencies.

19 For purposes of this Article, "competent financial authorities" means, for the United States, the

Department of the Treasury for banking and other financial services, and the Office of the United States

Trade Representative, in coordination with the Department of Commerce and other agencies, for

insurance; and for Rwanda, the National Bank of Rwanda for banking and other financial services, and

the National Insurance Commission for insurance.

- 19 -
(b) The competent financial authorities of both Parties shall make themselves

available for consultations with each other and shall attempt in good faith to make

a determination as described in subparagraph (a). Any such determination shall

be transmitted promptly to the disputing parties and, if constituted, to the tribunal.

The determination shall be binding on the tribunal.

(c) If the competent financial authorities of both Parties, within 120 days of the date

by which they have both received the respondent's written request for a joint

determination under subparagraph (a), have not made a determination as

described in that subparagraph, the tribunal shall decide the issue or issues left

unresolved by the competent financial authorities. The provisions of Section B

shall apply, except as modified by this subparagraph.

(i) In the appointment of all arbitrators not yet appointed to the tribunal, each

disputing party shall take appropriate steps to ensure that the tribunal has

expertise or experience in financial services law or practice. The expertise

of particular candidates with respect to the particular sector of financial

services in which the dispute arises shall be taken into account in the

appointment of the presiding arbitrator.

(ii) If, before the respondent submits the request for a joint determination in

conformance with subparagraph (a), the presiding arbitrator has been

appointed pursuant to Article 27(3), such arbitrator shall be replaced on

the request of either disputing party and the tribunal shall be reconstituted

consistent with subparagraph (c)(i). If, within 30 days of the date the

arbitration proceedings are resumed under subparagraph (d), the disputing

parties have not agreed on the appointment of a new presiding arbitrator,

the Secretary,General, on the request of a disputing party, shall appoint

the presiding arbitrator consistent with subparagraph (c)(i).

(iii) The tribunal shall draw no inference regarding the application of

paragraph 1 or 2 from the fact that the competent financial authorities have

not made a determination as described in subparagraph (a).

(iv) The non-disputing Party may make oral and written submissions to the

tribunal regarding the issue of whether and to what extent paragraph 1 or 2

is a valid defense to the claim. Unless it makes such a submission, the

non-disputing Party shall be presumed, for purposes of the arbitration, to

take a position on paragraph 1 or 2 not inconsistent with that of the

respondent.

(d) The arbitration referred to in subparagraph (a) may proceed with respect to the

claim:

-20-
(i) 10 days after the date the competent financial authorities' joint

determination has been received by both the disputing parties and, if

constituted, the tribunal; or

(ii) 10 days after the expiration of the 120-day period provided to the

competent financial authorities in subparagraph (c).

(e) On the request of the respondent made within 30 days after the expiration of the

120-day period for a joint determination referred to in subparagraph (c), or, if the

tribunal has not been constituted as of the expiration of the 120-day period, within

30 days after the tribunal is constituted, the tribunal shall address and decide the

issue or issues left unresolved by the competent financial authorities as referred to

in subparagraph (c) prior to deciding the merits of the claim for which paragraph

1 or 2 has been invoked by the respondent as a defense. Failure of the respondent

to make such a request is without prejudice to the right of the respondent to

invoke paragraph 1 or 2 as a defense at any appropriate phase of the arbitration.

4. Where a dispute arises under Section C and the competent financial authorities of one Party

provide written notice to the competent financial authorities of the other Party that the dispute

involves financial services, Section C shall apply except as modified by this paragraph and

paragraph 5.

(a) The competent financial authorities of both Parties shall make themselves

available for consultations with each other regarding the dispute, and shall have

180 days from the date such notice is received to transmit a report on their

consultations to the Parties. A Party may submit the dispute to arbitration under

Section C only after the expiration of that 180-day period.

(b) Either Party may make any such report available to a tribunal constituted under

Section C to decide the dispute referred to in this paragraph or a similar dispute,

or to a tribunal constituted under Section B to decide a claim arising out of the

same events or circumstances that gave rise to the dispute under Section C.

5. Where a Party submits a dispute involving financial services to arbitration under Section C in

conformance with paragraph 4, and on the request of either Party within 30 days of the date the

dispute is submitted to arbitration, each Party shall, in the appointment of all arbitrators not yet

appointed, take appropriate steps to ensure that the tribunal has expertise or experience in

financial services law or practice. The expertise of particular candidates with respect to financial

services shall be taken into account in the appointment of the presiding arbitrator.

6. Notwithstanding Article 11(2), each Party shall, to the extent practicable,

(a) publish in advance any regulations of general application relating to financial

services that it proposes to adopt;

-21-
(b) provide interested persons and the other Party a reasonable opportunity to

comment on such proposed regulations.

7. The terms "financial service" or "financial services" shall have the same meaning as in

subparagraph 5(a) of the Annex on Financial Services of the GATS.

8. For greater certainty, nothing in this Treaty shall be construed to prevent the adoption or

enforcement by a Party of measures relating to investors of the other Party, or covered

investments, in financial institutions that are necessary to secure compliance with laws or

regulations that are not inconsistent with this Treaty, including those related to the prevention of

deceptive and fraudulent practices or that deal with the effects of a default on financial services

contracts, subject to the requirement that such measures are not applied in a manner which would

constitute a means of arbitrary or unjustifiable discrimination between countries where like

conditions prevail, or a disguised restriction on investment in financial institutions.

Article 21: Taxation

1. Except as provided in this Article, nothing in Section A shall impose obligations with respect

to taxation measures.

2. Subject to paragraph 5, Articles 3 and 4 shall apply to all taxation measures, other than those

on income, capital gains, or on the taxable capital of corporations, taxes on estates, inheritances,

gifts, and generation-skipping transfers, except that nothing in those Articles shall apply:

(a) any most-favored-nation obligation with respect to an advantage accorded by a

Party pursuant to a tax convention;

(b) to a non-conforming provision of any existing taxation measure;

(c) to the continuation or prompt renewal of a non-conforming provision of any

existing taxation measure;

(d) to an amendment to a non-conforming provision of any existing taxation measure

to the extent that the amendment does not decrease its conformity, at the time of

the amendment, with those Articles;

(e) to the adoption or enforcement of any taxation measure aimed at ensuring the

equitable or effective imposition or collection of taxes (as permitted by GATS

Article XIV(d)); or

(f) to a provision that conditions the receipt, or continued receipt, of an advantage

relating to the contributions to, or income of, a pension trust, fund, or other

arrangement to provide pension or similar benefits, on a requirement that the

Party maintain continuous jurisdiction over such trust, fund, or other arrangement.
3. Article 6 shall apply to all taxation measures, except that a claimant that asserts that a taxation

measure involves an expropriation may submit a claim to arbitration under Section B only if:

(a) the claimant has first referred to the competent tax authorities 20 of both Parties in

writing the issue of whether that taxation measure involves an expropriation; and

(b) within 180 days after the date of such referral, the competent tax authorities of

both Parties fail to agree that the taxation measure is not an expropriation.

4. Subject to paragraph 5, Article 8(2) through (4) shall apply to all taxation measures.

5. Nothing in this Treaty shall affect the rights and obligations of either Party under any tax

convention. In the event of any inconsistency between this Treaty and any such convention, that

convention shall prevail to the extent of the inconsistency. In the case of a tax convention

between the Parties, the competent authorities under that convention shall have sole

responsibility for determining whether any inconsistency exists between this Treaty and that

convention.

Article 22: Entry into Force, Duration, and Termination

1. This Treaty shall enter into force thirty days after the date the Parties exchange instruments of

ratification. It shall remain in force for a period of ten years and shall continue in force

thereafter unless terminated in accordance with paragraph 2.

2. A Party may terminate this Treaty at the end of the initial ten-year period or at any time

thereafter by giving one year's written notice to the other Party.

3. For ten years from the date of termination, all other Articles shall continue to apply to covered

investments established or acquired prior to the date of termination, except insofar as those

Articles extend to the establishment or acquisition of covered investments.

4. On the request of either Party, the Parties shall consult promptly to discuss any matters

relating to the interpretation or application of this Treaty or to the realization of the objectives of

this Treaty. The Parties may agree, in writing, to amend this Treaty. Any such amendment shall

enter into force thirty days after the date the Parties exchange instruments of ratification, and

shall remain in force so long as this Treaty remains in force.

20 For the purposes of this Article, the "competent tax authorities" means:

(a) for the United States, the Assistant Secretary of the Treasury (Tax Policy), Department of

the Treasury; and

(b) for Rwanda, the Rwanda Revenue Authority.

- 23 -
SECTION B

Article 23: Consultation and Negotiation

In the event of an investment dispute, the claimant and the respondent should initially seek to

resolve the dispute through consultation and negotiation, which may include the use of nonbinding, third-party procedures.

Article 24: Submission of a Claim to Arbitration

1. In the event that a disputing party considers that an investment dispute cannot be settled by

consultation and negotiation:

(a) the claimant, on its own behalf, may submit to arbitration under this Section a

claim

(i) that the respondent has breached

(A) an obligation under Articles 3 through 10,

(B) an investment authorization, or

(C) an investment agreement;

and

(ii) that the claimant has incurred loss or damage by reason of, or arising out

of, that breach; and

(b) the claimant, on behalf of an enterprise of the respondent that is a juridical person

that the claimant owns or controls directly or indirectly, may submit to arbitration

under this Section a claim

(i) that the respondent has breached

(A) an obligation under Articles 3 through 10,

(B) an investment authorization, or

(C) an investment agreement;

and

- 24 -
(ii) that the enterprise has incurred loss or damage by reason of, or arising out

of, that breach,

provided that a claimant may submit pursuant to subparagraph (a)(i)(C) or (b)(i)(C) a claim for

breach of an investment agreement only if the subject matter of the claim and the claimed

damages directly relate to the covered investment that was established or acquired, or sought to

be established or acquired, in reliance on the relevant investment agreement.

2. At least 90 days before submitting any claim to arbitration under this Section, a claimant shall

deliver to the respondent a written notice of its intention to submit the claim to arbitration

("notice of intent"). The notice shall specify:

(a) the name and address of the claimant and, where a claim is submitted on behalf of

an enterprise, the name, address, and place of incorporation of the enterprise;

(b) for each claim, the provision of this Treaty, investment authorization, or

investment agreement alleged to have been breached and any other relevant

provisions;

(c) the legal and factual basis for each claim; and

(d) the relief sought and the approximate amount of damages claimed.

3. Provided that six months have elapsed since the events giving rise to the claim, a claimant

may submit a claim referred to in paragraph 1:

(a) under the ICSID Convention and the ICSID Rules of Procedure for Arbitration

Proceedings, provided that both the respondent and the non-disputing Party are

parties to the ICSID Convention;

(b) under the ICSID Additional Facility Rules, provided that either the respondent or

the non-disputing Party is a party to the ICSID Convention;

(c) under the UNCITRAL Arbitration Rules; or

(d) if the claimant and respondent agree, to any other arbitration institution or under

any other arbitration rules.

4. A claim shall be deemed submitted to arbitration under this Section when the claimant's

notice of or request for arbitration ("notice of arbitration"):

(a) referred to in paragraph 1 of Article 36 of the ICSID Convention is received by

the Secretary-General;

(b) referred to in Article 2 of Schedule C of the ICSID Additional Facility Rules is

received by the Secretary-General;

- 25 -
(c) referred to in Article 3 of the UNCITRAL Arbitration Rules, together with the

statement of claim referred to in Article 18 of the UNCITRAL Arbitration Rules,

are received by the respondent; or

(d) referred to under any arbitral institution or arbitral rules selected under paragraph

3(d) is received by the respondent.

A claim asserted by the claimant for the first time after such notice of arbitration is submitted

shall be deemed submitted to arbitration under this Section on the date of its receipt under the

applicable arbitral rules.

5. The arbitration rules applicable under paragraph 3, and in effect on the date the claim or

claims were submitted to arbitration under this Section, shall govern the arbitration except to the

extent modified by this Treaty.

6. The claimant shall provide with the notice of arbitration:

(a) the name of the arbitrator that the claimant appoints; or

(b) the claimant's written consent for the Secretary-General to appoint that arbitrator.

Article 25: Consent of Each Party to Arbitration

1. Each Party consents to the submission of a claim to arbitration under this Section in

accordance with this Treaty.

2. The consent under paragraph 1 and the submission of a claim to arbitration under this Section

shall satisfy the requirements of:

(a) Chapter II of the ICSID Convention (Jurisdiction of the Centre) and the ICSID

Additional Facility Rules for written consent of the parties to the dispute; and

(b) Article II of the New York Convention for an "agreement in writing."

Article 26: Conditions and Limitations on Consent of Each Party

1. No claim may be submitted to arbitration under this Section if more than three years have

elapsed from the date on which the claimant first acquired, or should have first acquired,

knowledge of the breach alleged under Article 24(1) and knowledge that the claimant (for claims

brought under Article 24(1)(a)) or the enterprise (for claims brought under Article 24(1)(b)) has

incurred loss or damage.

2. No claim may be submitted to arbitration under this Section unless:

- 26 -
(a) the claimant consents in writing to arbitration in accordance with the procedures

set out in this Treaty; and

(b) the notice of arbitration is accompanied,

(i) for claims submitted to arbitration under Article 24(1)(a), by the

claimant's written waiver, and

(ii) for claims submitted to arbitration under Article 24(1)(b), by the

claimant's and the enterprise's written waivers

of any right to initiate or continue before any administrative tribunal or court

under the law of either Party, or other dispute settlement procedures, any

proceeding with respect to any measure alleged to constitute a breach referred to

in Article 24.

3. Notwithstanding paragraph 2(b), the claimant (for claims brought under Article 24(1)(a)) and

the claimant or the enterprise (for claims brought under Article 24(1)(b)) may initiate or continue

an action that seeks interim injunctive relief and does not involve the payment of monetary

damages before a judicial or administrative tribunal of the respondent, provided that the action is

brought for the sole purpose of preserving the claimant's or the enterprise's rights and interests

during the pendency of the arbitration.

Article 27: Selection of Arbitrators

1. Unless the disputing parties otherwise agree, the tribunal shall comprise three arbitrators, one

arbitrator appointed by each of the disputing parties and the third, who shall be the presiding

arbitrator, appointed by agreement of the disputing parties.

2. The Secretary-General shall serve as appointing authority for an arbitration under this

Section.

3. Subject to Article 20(3), if a tribunal has not been constituted within 75 days from the date

that a claim is submitted to arbitration under this Section, the Secretary-General, on the request

of a disputing party, shall appoint, in his or her discretion, the arbitrator or arbitrators not yet

appointed.

4. For purposes of Article 39 of the ICSID Convention and Article 7 of Schedule C to the ICSID

Additional Facility Rules, and without prejudice to an objection to an arbitrator on a ground

other than nationality:

(a) the respondent agrees to the appointment of each individual member of a tribunal

established under the ICSID Convention or the ICSID Additional Facility Rules;

- 27 -
(b) a claimant referred to in Article 24(1)(a) may submit a claim to arbitration under

this Section, or continue a claim, under the ICSID Convention or the ICSID

Additional Facility Rules, only on condition that the claimant agrees in writing to

the appointment of each individual member of the tribunal; and

(c) a claimant referred to in Article 24(1)(b) may submit a claim to arbitration under

this Section, or continue a claim, under the ICSID Convention or the ICSID

Additional Facility Rules, only on condition that the claimant and the enterprise

agree in writing to the appointment of each individual member of the tribunal.

Article 28: Conduct of the Arbitration

1. The disputing parties may agree on the legal place of any arbitration under the arbitral rules

applicable under Article 24(3). If the disputing parties fail to reach agreement, the tribunal shall

determine the place in accordance with the applicable arbitral rules, provided that the place shall

be in the territory of a State that is a party to the New York Convention.

2. The non-disputing Party may make oral and written submissions to the tribunal regarding the

interpretation of this Treaty.

3. The tribunal shall have the authority to accept and consider amicus curiae submissions from a

person or entity that is not a disputing party.

4. Without prejudice to a tribunal's authority to address other objections as a preliminary

question, a tribunal shall address and decide as a preliminary question any objection by the

respondent that, as a matter of law, a claim submitted is not a claim for which an award in favor

of the claimant may be made under Article 34.

(a) Such objection shall be submitted to the tribunal as soon as possible after the

tribunal is constituted, and in no event later than the date the tribunal fixes for the

respondent to submit its counter-memorial (or, in the case of an amendment to the

notice of arbitration, the date the tribunal fixes for the respondent to submit its

response to the amendment).

(b) On receipt of an objection under this paragraph, thetribunal shall suspend any

proceedings on the merits, establish a schedule for considering the objection

consistent with any schedule it has established for considering any other

preliminary question, and issue a decision or award on the objection, stating the

grounds therefor.

(c) In deciding an objection under this paragraph, the tribunal shall assume to be true

claimant's factual allegations in support of any claim in the notice of arbitration

(or any amendment thereof) and, in disputes brought under the UNCITRAL

Arbitration Rules, the statement of claim referred to in Article 18 of the

- 28 -
UNCITRAL Arbitration Rules. The tribunal may also consider any relevant facts

not in dispute.

(d) The respondent does not waive any objection as to competence or any argument

on the merits merely because the respondent did or did not raise an objection

under this paragraph or make use of the expedited procedure set out in paragraph

5.

5. In the event that the respondent so requests within 45 days after the tribunal is constituted, the

tribunal shall decide on an expedited basis an objection under paragraph 4 and any objection that

the dispute is not within the tribunal's competence. The tribunal shall suspend any proceedings

on the merits and issue a decision or award on the objection(s), stating the grounds therefor, no

later than 150 days after the date of the request. However, if a disputing party requests a hearing,

the tribunal may take an additional 30 days to issue the decision or award. Regardless of

whether a hearing is requested, a tribunal may, on a showing of extraordinary cause, delay

issuing its decision or award by an additional brief period, which may not exceed 30 days.

6. When it decides a respondent's objection under paragraph 4 or 5, the tribunal may, if

warranted, award to the prevailing disputing party reasonable costs and attorney's fees incurred

in submitting or opposing the objection. In determining whether such an award is warranted, the

tribunal shall consider whether either the claimant's claim or the respondent's objection was

frivolous, and shall provide the disputing parties a reasonable opportunity to comment.

7. A respondent may not assert as a defense, counterclaim, right of set-off, or for any other

reason that the claimant has received or will receive indemnification or other compensation for

all or part of the alleged damages pursuant to an insurance or guarantee contract.

8. A tribunal may order an interim measure of protection to preserve the rights of a disputing

party, or to ensure that the tribunal's jurisdiction is made fully effective, including an order to

preserve evidence in the possession or control of a disputing party or to protect the tribunal's

jurisdiction. A tribunal may not order attachment or enjoin the application of a measure alleged

to constitute a breach referred to in Article 24. For purposes of this paragraph, an order includes

a recommendation.

9. (a) In any arbitration conducted under this Section, at the request of a disputing party,

a tribunal shall, before issuing a decision or award on liability, transmit its

proposed decision or award to the disputing parties and to the non-disputing

Party. Within 60 days after the tribunal transmits its proposed decision or award,

the disputing parties may submit written comments to the tribunal concerning any

aspect of its proposed decision or award. The tribunal shall consider any such

comments and issue its decision or award not later than 45 days after the

expiration of the 60-day comment period.

(b) Subparagraph (a) shall not apply in any arbitration conducted pursuant to this

Section for which an appeal has been made available pursuant to paragraph 10 or

Annex D.

-29-
10. If a separate, multilateral agreement enters into force between the Parties that establishes an

appellate body for purposes of reviewing awards rendered by tribunals constituted pursuant to

international trade or investment arrangements to hear investment disputes, the Parties shall

strive to reach an agreement that would have such appellate body review awards rendered under

Article 34 in arbitrations commenced after the multilateral agreement enters into force between

the Parties.

Article 29: Transparency of Arbitral Proceedings

1. Subject to paragraphs 2 and 4, the respondent shall, after receiving the following documents,

promptly transmit them to the non-disputing Party and make them available to the public:

(a) the notice of intent;

(b) the notice of arbitration;

(c) pleadings, memorials, and briefs submitted to the tribunal by a disputing party and

any written submissions submitted pursuant to Article 28(2) and (3) and Article

33;

(d) minutes or transcripts of hearings of the tribunal, where available; and

(e) orders, awards, and decisions of the tribunal.

2. The tribunal shall conduct hearings open to the public and shall determine, in consultation

with the disputing parties, the appropriate logistical arrangements. However, any disputing party

that intends to use information designated as protected information in a hearing shall so advise

the tribunal. The tribunal shall make appropriate arrangements to protect the information from

disclosure.

3. Nothing in this Section requires a respondent to disclose protected information or to furnish

or allow access to information that it may withhold in accordance with Article 18 or Article 19.

4. Any protected information that is submitted to the tribunal shall be protected from disclosure

in accordance with the following procedures:

(a) Subject to subparagraph (d), neither the disputing parties nor the tribunal shall

disclose to the non-disputing Party or to the public any protected information

where the disputing party that provided the information clearly designates it in

accordance with subparagraph (b);

(b) Any disputing party claiming that certain information constitutes protected

information shall clearly designate the information at the time it is submitted to

the tribunal;

- 30 -
(c) A disputing party shall, at the time it submits a document containing information

claimed to be protected information, submit a redacted version of the document

that does not contain the information. Only the redacted version shall be provided

to the non-disputing Party and made public in accordance with paragraph 1; and

(d) The tribunal shall decide any objection regarding the designation of information

claimed to be protected information. If the tribunal determines that such

information was not properly designated, the disputing party that submitted the

information may (i) withdraw all or part of its submission containing such

information, or (ii) agree to resubmit complete and redacted documents with

corrected designations in accordance with the tribunal's determination and

subparagraph (c). In either case, the other disputing party shall, whenever

necessary, resubmit complete and redacted documents which either remove the

information withdrawn under (i) by the disputing party that first submitted the

information or redesignate the information consistent with the designation under

(ii) of the disputing party that first submitted the information.

5. Nothing in this Section requires a respondent to withhold from the public information

required to be disclosed by its laws.

Article 30: Governing Law

1. Subject to paragraph 3, when a claim is submitted under Article 24(1)(a)(i)(A) or Article

24(1)(b)(i)(A), the tribunal shall decide the issues in dispute in accordance with this Treaty and

applicable rules of international law.

2. Subject to paragraph 3 and the other terms of this Section, when a claim is submitted under

Article 24(1)(a)(i)(B) or (C), or Article 24(1)(b)(i)(B) or (C), the tribunal shall apply:

(a) the rules of law specified in the pertinent investment authorization or investment

agreement, or as the disputing parties may otherwise agree; or

(b) if the rules of law have not been specified or otherwise agreed:

(i) the law of the respondent, including its rules on the conflict of laws; 21 and

(ii) such rules of international law as may be applicable.

3. A joint decision of the Parties, each acting through its representative designated for purposes

of this Article, declaring their interpretation of a provision of this Treaty shall be binding on a

21 The "law of the respondent" means the law that a domestic court or tribunal of proper jurisdiction

would apply in the same case.

- 31 -
tribunal, and any decision or award issued by a tribunal must be consistent with that joint

decision.

Article 31: Interpretation of Annexes

1. Where a respondent asserts as a defense that the measure alleged to be a breach is within the

scope of an entry set out in Annex I, II, or III, the tribunal shall, on request of the respondent,

request the interpretation of the Parties on the issue. The Parties shall submit in writing any joint

decision declaring their interpretation to the tribunal within 60 days of delivery of the request.

2. A joint decision issued under paragraph 1 by the Parties, each acting through its

representative designated for purposes of this Article, shall be binding on the tribunal, and any

decision or award issued by the tribunal must be consistent with that joint decision. If the Parties

fail to issue such a decision within 60 days, the tribunal shall decide the issue.

Article 32: Expert Reports

Without prejudice to the appointment of other kinds of experts where authorized by the

applicable arbitration rules, a tribunal, at the request of a disputing party or, unless the disputing

parties disapprove, on its own initiative, may appoint one or more experts to report to it in

writing on any factual issue concerning environmental, health, safety, or other scientific matters

raised by a disputing party in a proceeding, subject to such terms and conditions as the disputing

parties may agree.

Article 33: Consolidation

I. Where two or more claims have been submitted separately to arbitration under Article 24(1)

and the claims have a question of law or fact in common and arise out of the same events or

circumstances, any disputing party may seek a consolidation order in accordance with the

agreement of all the disputing parties sought to be covered by the order or the terms of

paragraphs 2 through 10.

2. A disputing party that seeks a consolidation order under this Article shall deliver, in

writing, a request to the Secretary-General and to all the disputing parties sought to be covered

by the order and shall specify in the request:

(a) the names and addresses of all the disputing parties sought to be covered by the

order;

(b) the nature of the order sought; and

(c) the grounds on which the order is sought.

- 32 -
3. Unless the Secretary-General finds within 30 days after receiving a request under paragraph 2

that the request is manifestly unfounded, a tribunal shall be established under this Article.

4. Unless all the disputing parties sought to be covered by the order otherwise agree, a tribunal

established under this Article shall comprise three arbitrators:

(a) one arbitrator appointed by agreement of the claimants;

(b) one arbitrator appointed by the respondent; and

(c) the presiding arbitrator appointed by the Secretary-General, provided, however,

that the presiding arbitrator shall not be a national of either Party.

5. If, within 60 days after the Secretary-General receives a request made under paragraph 2, the

respondent fails or the claimants fail to appoint an arbitrator in accordance with paragraph 4, the

Secretary-General, on the request of any disputing party sought to be covered by the order, shall

appoint the arbitrator or arbitrators not yet appointed. If the respondent fails to appoint an

arbitrator, the Secretary-General shall appoint a national of the disputing Party, and if the

claimants fail to appoint an arbitrator, the Secretary-General shall appoint a national of the nondisputing Party.

6. Where a tribunal established under this Article is satisfied that two or more claims that have

been submitted to arbitration under Article 24(1) have a question of law or fact in common, and

arise out of the same events or circumstances, the tribunal may, in the interest of fair and

efficient resolution of the claims, and after hearing the disputing parties, by order:

(a) assume jurisdiction over, and hear and determine together, all or part of the

claims;

(b) assume jurisdiction over, and hear and determine one or more of the claims, the

determination of which it believes would assist in the resolution of the others; or

(c) instruct a tribunal previously established under Article 27 to assume jurisdiction

over, and hear and determine together, all or part of the claims, provided that

(i) that tribunal, at the request of any claimant not previously a disputing

party before that tribunal, shall be reconstituted with its original members,

except that the arbitrator for the claimants shall be appointed pursuant to

paragraphs 4(a) and 5; and

(ii) that tribunal shall decide whether any prior hearing shall be repeated.

7. Where a tribunal has been established under this Article, a claimant that has submitted a claim

to arbitration under Article 24(1) and that has not been named in a request made under paragraph

2 may make a written request to the tribunal that it be included in any order made under

paragraph 6, and shall specify in the request:

- 33 -
(a) the name and address of the claimant;

(b) the nature of the order sought; and

(c) the grounds on which the order is sought.

The claimant shall deliver a copy of its request to the Secretary-General.

8. A tribunal established under this Article shall conduct its proceedings in accordance with the

UNCITRAL Arbitration Rules, except as modified by this Section.

9. A tribunal established under Article 27 shall not have jurisdiction to decide a claim, or a part

of a claim, over which a tribunal established or instructed under this Article has assumed

jurisdiction.

10. On application of a disputing party, a tribunal established under this Article, pending its

decision under paragraph 6, may order that the proceedings of a tribunal established under

Article 27 be stayed, unless the latter tribunal has already adjourned its proceedings.

Article 34: Awards

1. Where a tribunal makes a final award against a respondent, the tribunal may award, separately

or in combination, only:

(a) monetary damages and any applicable interest; and

(b) restitution of property, in which case the award shall provide that the respondent

may pay monetary damages and any applicable interest in lieu of restitution.

A tribunal may also award costs and attorney's fees in accordance with this Treaty and the

applicable arbitration rules.

2. Subject to paragraph 1, where a claim is submitted to arbitration under Article 24(1)(b):

(a) an award of restitution of property shall provide that restitution be made to the

enterprise;

(b) an award of monetary damages and any applicable interest shall provide that the

sum be paid to the enterprise; and

(c) the award shall provide that it is made without prejudice to any right that any

person may have in the relief under applicable domestic law.

3. A tribunal may not award punitive damages.

-34-
4. An award made by a tribunal shall have no binding force except between the disputing parties

and in respect of the particular case.

5. Subject to paragraph 6 and the applicable review procedure for an interim award, a disputing

party shall abide by and comply with an award without delay.

6. A disputing party may not seek enforcement of a final award until:

(a) in the case of a final award made under the ICSID Convention,

(i) 120 days have elapsed from the date the award was rendered and no

disputing party has requested revision or annulment of the award; or

(ii) revision or annulment proceedings have been completed; and

(b) in the case of a final award under the ICSID Additional Facility Rules, the

UNCITRAL Arbitration Rules, or the rules selected pursuant to Article 24(3)(d),

(i) 90 days have elapsed from the date the award was rendered and no

disputing party has commenced a proceeding to revise, set aside, or annul

the award; or

(ii) a court has dismissed or allowed an application to revise, set aside, or

annul the award and there is no further appeal.

7. Each Party shall provide for the enforcement of an award in its territory.

8. If the respondent fails to abide by or comply with a final award, on delivery of a request by

the non-disputing Party, a tribunal shall be established under Article 37. Without prejudice to

other remedies available under applicable rules of international law, the requesting Party may

seek in such proceedings:

(a) a determination that the failure to abide by or comply with the final award is

inconsistent with the obligations of this Treaty; and

(b) a recommendation that the respondent abide by or comply with the final award.

9. A disputing party may seek enforcement of an arbitration award under the ICSID Convention

or the New York Convention regardless of whether proceedings have been taken under

paragraph 8.

10. A claim that is submitted to arbitration under this Section shall be considered to arise out of

a commercial relationship or transaction for purposes of Article I of the New York Convention.

- 35 -
Article 35: Annexes and Footnotes

The Annexes and footnotes shall form an integral part of this Treaty.

Article 36: Service of Documents

Delivery of notice and other documents on a Party shall be made to the place named for that

Party in Annex C.

SECTION C

Article 37: State-State Dispute Settlement

I. Subject to paragraph 5, any dispute between the Parties concerning the interpretation or

application of this Treaty, that is not resolved through consultations or other diplomatic channels,

shall be submitted on the request of either Party to arbitration for a binding decision or award by

a tribunal in accordance with applicable rules of international law. In the absence of an

agreement by the Parties to the contrary, the UNCITRAL Arbitration Rules shall govern, except

as modified by the Parties or this Treaty.

2. Unless the Parties otherwise agree, the tribunal shall comprise three arbitrators, one arbitrator

appointed by each Party and the third, who shall be the presiding arbitrator, appointed by

agreement of the Parties. If a tribunal has not been constituted within 75 days from the date that

a claim is submitted to arbitration under this Section, the Secretary-General, on the request of

either Party, shall appoint, in his or her discretion, the arbitrator or arbitrators not yet appointed.

3. Expenses incurred by the arbitrators, and other costs of the proceedings, shall be paid for

equally by the Parties. However, the tribunal may, in its discretion, direct that a higher

proportion of the costs be paid by one of the Parties.

4. Articles 28(3), 29, 30(1) and (3), and 31 shall apply tnutatis tnutandts to arbitrations under

this Article.

5. Paragraphs 1 through 4 shall not apply to a matter arising under Article 12 or Article 13.

-36-
IN WITNESS WHEREOF, the Parties have signed this Treaty.

DONE in two originals at Kigali this ' , day of February, 2008, in the English language.

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF

THE UNITED STATES OF AMERICA: THE REPUBLICeriF RWANDA:

-37-
Annex A

Customary International Law

The Parties confirm their shared understanding that "customary international law"

generally and as specifically referenced in Article 5 and Annex B results from a general and

consistent practice of States that they follow from a sense of legal obligation. With regard to

Article 5, the customary international law minimum standard of treatment of aliens refers to all

customary international law principles that protect the economic rights and interests of aliens.

-38-
Annex B

Expropriation

The Parties confirm their shared understanding that:

1. Article 6(1) is intended to reflect customary international law concerning the obligation of

States with respect to expropriation.

2. An action or a series of actions by a Party cannot constitute an expropriation unless it

interferes with a tangible or intangible property right or property interest in an investment.

3. Article 6(1) addresses two situations. The first is direct expropriation, where an investment is

nationalized or otherwise directly expropriated through formal transfer of title or outright

seizure.

4. The second situation addressed by Article 6(1) is indirect expropriation, where an action or

series of actions by a Party has an effect equivalent to direct expropriation without formal

transfer of title or outright seizure.

(a) The determination of whether an action or series of actions by a Party, in a

specific fact situation, constitutes an indirect expropriation, requires a case-bycase, fact-based inquiry that considers, among other factors:

(i) the economic impact of the government action, although the fact that an

action or series of actions by a Party has an adverse effect on the economic

value of an investment, standing alone, does not establish that an indirect

expropriation has occurred;

(ii) the extent to which the government action interferes with distinct,

reasonable investment-backed expectations; and

(iii) the character of the government action.

(b) Except in rare circumstances, non-discriminatory regulatory actions by a Party

that are designed and applied to protect legitimate public welfare objectives, such

as public health, safety, and the environment, do not constitute indirect

expropriations.

- 39 -
Annex C

Service of Documents on a Party

United States

Notices and other documents shall be served on the United States by delivery to:

Executive Director (L/EX)

Office of the Legal Adviser

Department of State

Washington, D.C. 20520

United States of America

Rwanda

Notices and other documents shall be served on Rwanda by delivery to:

Director General

Rwanda Investment & Export Promotion Agency

Kimihurura, Avenue du Lac Muhazi

P.0 Box 6239 Kigali – Rwanda

-40-
Annex D

Possibility of a Bilateral Appellate Mechanism

Within three years after the date of entry into force of this Treaty, the Parties shall

consider whether to establish a bilateral appellate body or similar mechanism to review awards

rendered under Article 34 in arbitrations commenced after they establish the appellate body or

similar mechanism.

-41-

1
Annex 1

Explanatory Notes

1. The Schedule of a Party to this Annex sets out, pursuant to Article 14 (Non-Conforming

Measures), the Party's existing measures that are not subject to some or all of the obligations

imposed by:

(a) Article 3 (National Treatment);

(b) Article 4 (Most-Favored-Nation Treatment);

(c) Article 8 (Performance Requirements); or

(d) Article 9 (Senior Management and Boards of Directors).

2. Each Schedule entry sets out the following elements:

(a) Sector refers to the sector for which the entry is made;

(b) Obligations Concerned specifies the article(s) referred to in paragraph 1 that,

pursuant to Article 14.1(a), do not apply to the non-conforming aspects of the

law, regulation, or other measure, as set out in paragraph 3;

(c) Level of Government indicates the level of government maintaining the

scheduled measure(s);

(d) Measures identifies the laws, regulations, or other measures for which the

entry is made. A measure cited in the Measures element:

(i) means the measure as amended, continued, or renewed as of the date of

entry into force of this Treaty, and

(ii) includes any subordinate measure adopted or maintained under the

authority of and consistent with the measure; and

(e) Description provides a general, nonbinding description of the measure for

which the entry is made.

3. In accordance with Article 14.1(a), and subject to Article 14.1(c), the articles of this Treaty

specified in the Obligations Concerned element of an entry do not apply to the nonconforming aspects of the law, regulation, or other measure identified in the Measures

element of that entry.

Annex I –
Annex I

Schedule of Rwanda

Sector: All

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Level of Government: Central

Measures: Law No. 26/2005 of 17/12/2005 relating to investment and

export promotion and facilitation, Articles 2(5) and 2(11)

Description: For purposes of investment registration under Law No. 26/2005

of 17/12/2005, a "local investor" as defined in Article 2(11)

(which may include certain investors of Rwanda and COMESA

Member States) is required to invest a minimum capital of

USD 100,000, whereas a "foreign investor" as defined in

Article 2(5) is required to invest a minimum capital of

USD 250,000.

Annex I – Rwanda –1
Sector: All

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: Law No. 20/2000 of 26/07/2000 relating to non-profit

organizations

Description: Non-profit-making organizations registered outside Rwanda are

subject to differential registration and approval requirements

and procedures pursuant to Articles 32-36, Law No. 20/2000.

Non-profit-making organizations registered outside Rwanda are

also granted permits that shall not exceed a renewable five-year

term (Article 37, Law No. 20/2000), while non-profit-making

organizations registered in Rwanda are constituted for an

indefinite duration (Article 6, Law No. 20/2000).

Annex I – Rwanda – 2
Annex I

Schedule of the United States

Sector: Atomic Energy

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: Atomic Energy Act of 1954, 42 U.S.C. §§ 2011 et seg.

Description: A license issued by the United States Nuclear Regulatory

Commission is required for any person in the United States to

transfer or receive in interstate commerce, manufacture,

produce, transfer, use, import, or export any nuclear "utilization

or production facilities" for commercial or industrial purposes.

Such a license may not be issued to any entity known or

believed to be owned, controlled, or dominated by an alien, a

foreign corporation, or a foreign government (42 U.S.C. §

2133(d)). A license issued by the United States Nuclear

Regulatory Commission is also required for nuclear "utilization

and production facilities," for use in medical therapy, or for

research and development activities. The issuance of such a

license to any entity known or believed to be owned, controlled,

or dominated by an alien, a foreign corporation, or a foreign

government is also prohibited (42 U.S.C. § 2134(d)).

Annex I — US — 1
Sector: Mining

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Level of Government: Central

Measures: Mineral Lands Leasing Act of 1920, 30 U.S.C. Chapter 3A

10 U.S.C. § 7435

Description: Under the Mineral Lands Leasing Act of 1920, aliens and

foreign corporations may not acquire rights-of-way for oil or

gas pipelines, or pipelines carrying products refined from oil

and gas, across on-shore federal lands or acquire leases or

interests in certain minerals on on-shore federal lands, such as

coal or oil. Non-U.S. citizens may own a 100 percent interest in

a domestic corporation that acquires a right-of-way for oil or

gas pipelines across on-shore federal lands, or that acquires a

lease to develop mineral resources on on-shore federal lands,

unless the foreign investor's home country denies similar or like

privileges for the mineral or access in question to U.S. citizens

or corporations, as compared with the privileges it accords to its

own citizens or corporations or to the citizens or corporations of

other countries (30 U.S.C. §§ 181, 185(a)).

Nationalization is not considered to be denial of similar or like

privileges.

Foreign citizens, or corporations controlled by them, are

restricted from obtaining access to federal leases on Naval

Petroleum Reserves if the laws, customs, or regulations of their

country deny the privilege of leasing public lands to citizens or

corporations of the United States (10 U.S.C. § 7435).

Annex I – US – 2
Sector: All Sectors

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Level of Government: Central

Measures: 22 U.S.C. §§ 2194 and 2198(c)

Description: The Overseas Private Investment Corporation (OPIC) insurance

and loan guarantees are not available to certain aliens, foreign

enterprises, or foreign-controlled domestic enterprises.

Annex I – US – 3
Sector: Air Transportation

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Senior Management and Boards of Directors (Article 9)

Level of Government: Central

Measures: 49 U.S.C. Subtitle VII, Aviation Programs

14 C.F.R. Part 297 (foreign freight forwarders); 14 C.F.R. Part

380, Subpart E (registration of foreign (passenger) charter

operators)

Description: Only air carriers that are "citizens of the United States" may

operate aircraft in domestic air service (cabotage) and may

provide international scheduled and non-scheduled air service

as U.S. air carriers.

U.S. citizens also have blanket authority to engage in indirect

air transportation activities (air freight forwarding and

passenger charter activities other than as actual operators of the

aircraft). In order to conduct such activities, non-U.S. citizens

must obtain authority from the Department of Transportation.

Applications for such authority may be rejected for reasons

relating to the failure of effective reciprocity, or if the

Department of Transportation finds that it is in the public

interest to do so.

Under 49 U.S.C. § 40102(a)(15), a citizen of the United States

means an individual who is a U.S. citizen; a partnership in

which each member is a U.S. citizen; or a U.S. corporation of

which the president and at least two-thirds of the board of

directors and other managing officers are U.S. citizens, which is

under the actual control of U.S. citizens, and in which at least

seventy-five percent of the voting interest in the corporation is

owned or controlled by U.S. citizens.

Annex 1– US – 4
Sector: Air Transportation

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Senior Management and Boards of Directors (Article 9)

Level of Government: Central

Measures: 49 U.S.C., Subtitle VII, Aviation Programs

49 U.S.C. § 41703

14 C.F.R. Part 375

Description: "Foreign civil aircraft" require authority from the Department

of Transportation to conduct specialty air services in the

territory of the United States. In determining whether to grant a

particular application, the Department will consider, among

other factors, the extent to which the country of the applicant's

nationality accords U.S. civil aircraft operators effective

reciprocity.

"Foreign civil aircraft" are aircraft of foreign registry or aircraft

of U.S. registry that are owned, controlled, or operated by

persons who are not citizens or permanent residents of the

United States (14 C.F.R. § 375.1). Under 49 U.S.C. §

40102(a)(15), a citizen of the United States means an individual

who is a U.S. citizen; a partnership in which each member is a

U.S. citizen; or a U.S. corporation of which the president and at

least two-thirds of the board of directors and other managing

officers are U.S. citizens, which is under the actual control of

U.S. citizens, and in which at least seventy-five percent of the

voting interest in the corporation is owned or controlled by U.S.

citizens.

Annex I – US – 5
Sector: Transportation Services — Customs Brokers

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 19 U.S.C. § 1641(b)

Description: A customs broker's license is required to conduct customs

business on behalf of another person. Only U.S. citizens may

obtain such a license. A corporation, association, or partnership

established under the law of any state may receive a customs

broker's license if at least one officer of the corporation or

association, or one member of the partnership, holds a valid

customs broker's license.

Annex I — US — 6
Description:

All Sectors

National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Central

Securities Act of 1933, 15 U.S.C. §§ 77c(b), 77f, 77g, 77h, 77j,

and 77s(a)

17 C.F.R. §§ 230.251 and 230.405

Securities Exchange Act of 1934, 15 U.S.C. §§ 781, 78m,

78o(d), and 78w(a)

17 C.F.R. § 240.12b-2

Foreign firms, except for certain Canadian issuers, may not use

the small business registration forms under the Securities Act of

1933 to register public offerings of securities or the small

business registration forms under the Securities Exchange Act

of 1934 to register a class of securities or file annual reports.

Sector:

Obligations Concerned:

Level of Government:

Measures:

Annex I — US — 7
Sector: Communications — Radiocommunication

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 47 U.S.C. § 310

Foreign Participation Order 12 FCC Rcd 23891 (1997)

Description: The United States reserves the right to restrict ownership of

radio licenses in accordance with the above statutory and

regulatory provisions. Radiocommunications consists of all

communications by radio, including broadcasting.

Annex I — US — 8
Sector: All Sectors

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Performance Requirements (Article 8)

Senior Management and Boards of Directors (Article 9)

Level of Government: Regional

Measures: All existing non-conforming measures of all states of the United

States, the District of Columbia, and Puerto Rico.

Annex I – US – 9
Annex II

Explanatory Notes

1. The Schedule of a Party to this Annex sets out, pursuant to Article 14 (Non-Conforming

Measures), the specific sectors, subsectors, or activities for which the Party may maintain

existing, or adopt new or more restrictive, measures that do not conform with obligations

imposed by:

(a) Article 3 (National Treatment);

(b) Article 4 (Most-Favored-Nation Treatment);

(c) Article 8 (Performance Requirements); or

(d) Article 9 (Senior Management and Boards of Directors).

2. Each Schedule entry sets out the following elements:

(a) Sector refers to the sector for which the entry is made;

(b) Obligations Concerned specifies the article(s) referred to in paragraph 1 that,

pursuant to Article 14.2, do not apply to the sectors, subsectors, or activities

scheduled in the entry;

(c) Description sets out the scope of the sectors, subsectors, or activities covered

by the entry; and

(d) Existing Measures identifies, for transparency purposes, existing measures

that apply to the sectors, subsectors, or activities covered by the entry.

3. In accordance with Article 14.2, the articles of this Treaty specified in the Obligations

Concerned element of an entry do not apply to the sectors, subsectors, and activities

identified in the Description element of that entry.

Annex II –1
Annex II

Schedule of Rwanda

Sector: All Sectors

Obligations Concerned:

Description:

National Treatment (Article 4)

Performance Requirements (Article 8)

Senior Management and Boards of Directors (Article 9)

Rwanda reserves the right to adopt or maintain any measure that

accords rights or preferences to socially or economically

disadvantaged communities among the people of Rwanda.

Annex II — Rwanda — 1
Sector: All Sectors

Obligations Concerned: Most-Favored-Nation Treatment (Article 4)

Description: Rwanda reserves the right to adopt or maintain any measure that

accords differential treatment to countries under any bilateral or

multilateral international agreement in force or signed prior to

the date of entry into force of this Treaty.

Rwanda reserves the right to adopt or maintain any measure that

accords differential treatment to countries under any bilateral or

multilateral international agreement in force or signed after the

date of entry into force of this Treaty involving:

(a) aviation;

(b) fisheries; and

(c) telecommunications.

Annex II – Rwanda – 2
Annex II

Schedule of the United States

Sector: Communications

Obligations Concerned: Most-Favored-Nation Treatment (Article 4)

Description: The United States reserves the right to adopt or maintain any

measure that accords differential treatment to persons of other

countries due to application of reciprocity measures or through

international agreements involving sharing of the radio

spectrum, guaranteeing market access, or national treatment

with respect to the one-way satellite transmission of direct-tohome (DTH) and direct broadcasting satellite (DBS) television

services and digital audio services.

Annex II – US – 1
Sector: Communications – Cable Television

Obligations Concerned:

Description:

National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Senior Management and Boards of Directors (Article 9)

The United States reserves the right to adopt or maintain any

measure that accords equivalent treatment to persons of any

country that limits ownership by persons of the United States in

an enterprise engaged in the operation of a cable television

system in that country.

Annex II – US – 2
Sector: Social Services

Obligations Concerned:

Description:

National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Performance Requirements (Article 8)

Senior Management and Boards of Directors (Article 9)

The United States reserves the right to adopt or maintain any

measure with respect to the provision of law enforcement and

correctional services, and the following services to the extent

they are social services established or maintained for a public

purpose: income security or insurance, social security or

insurance, social welfare, public education, public training,

health, and child care.

Annex II – US – 3
Sector: Minority Affairs

Obligations Concerned:

Description:

National Treatment (Article 3)

Performance Requirements (Article 8)

Senior Management and Boards of Directors (Article 9)

The United States reserves the right to adopt or maintain any

measure according rights or preferences to socially or

economically disadvantaged minorities, including corporations

organized under the laws of the State of Alaska in accordance

with the Alaska Native Claims Settlement Act.

Existing Measures: Alaska Native Claims Settlement Act, 43 U.S.C. §§ 1601 et seg.

Annex II — US — 4
Sector: Transportation

Obligations Concerned:

Description:

National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Performance Requirements (Article 8)

Senior Management and Boards of Directors (Article 9)

The United States reserves the right to adopt or maintain any

measure relating to the provision of maritime transportation

services and the operation of U.S.-flagged vessels, including the

following:

(a) requirements for investment in, ownership and control

of, and operation of vessels and other marine structures,

including drill rigs, in maritime cabotage services,

including maritime cabotage services performed in the

domestic offshore trades, the coastwise trades, U.S.

territorial waters, waters above the continental shelf, and

in the inland waterways;

(b) requirements for investment in, ownership and control

of, and operation of U.S.-flagged vessels in foreign

trades;

(c) requirements for investment in, ownership or control of,

and operation of vessels engaged in fishing and related

activities in U.S. territorial waters and the Exclusive

Economic Zone;

(d) requirements related to documenting a vessel under the

U.S. flag;

(e) promotional programs, including tax benefits, available

for shipowners, operators, and vessels meeting certain

requirements;

(f) certification, licensing, and citizenship requirements for

crew members on U.S.-flagged vessels;

(g) manning requirements for U.S.-flagged vessels;

Annex II – US – 5
(h) all matters under the jurisdiction of the Federal Maritime

Commission;

(i) negotiation and implementation of bilateral and other

international maritime agreements and understandings;

(j) limitations on longshore work performed by crew

members;

(k) tonnage duties and light money assessments for entering

U.S. waters; and

(I) certification, licensing, and citizenship requirements for

pilots performing pilotage services in U.S. territorial

waters.

The following activities are not included in this reservation.

However, the treatment in (b) is conditional upon obtaining

comparable market access in these sectors from Rwanda:

(a) vessel construction and repair; and

(b) landside aspects of port activities, including operation

and maintenance of docks; loading and unloading of

vessels directly to or from land; marine cargo handling;

operation and maintenance of piers; ship cleaning;

stevedoring; transfer of cargo between vessels and

trucks, trains, pipelines, and wharves; waterfront

terminal operations; boat cleaning; canal operation;

dismantling of vessels; operation of marine railways for

drydocking; marine surveyors, except cargo; marine

wrecking of vessels for scrap; and ship classification

societies.

Existing Measures: Merchant Marine Act of 1920, §§ 19 and 27, now codified at 46

U.S.C. §§ 12101, 12120, 12132, 42101-42109, 55102, 55105-

55108, 55110, 55115-55117, and 55119

Jones Act Waiver Statute, 64 Stat 1120, 46 U.S.C. App., note

preceding Section 1

Shipping Act of 1916, 46 U.S.C. §§ 50501, 56101, and 57109

Merchant Marine Act of 1936, 46 U.S.C. App. §§ 1151 et seq.,

1171 et seg., and 46 U.S.C. §§ 50111, 53301-53312, 53701-

Annex 11– US – 6
53717, 53721-53725, 53731-53735, 55304, 55305, 57101,

57104, and 57301-57308

Merchant Ship Sales Act of 1946, 50 U.S.C. App. § 1738

46 U.S.C. §§ 55109, 55111, 55118, 60301, 60302, 60304-

60306, 60312, and 80104

46 U.S.C. §§ 12101 et see. and 31301 et seq.

46 U.S.C. §§ 8904 and 31328(2)

Passenger Vessel Act, 46 U.S.C. § 55103

42 U.S.C. §§ 9601 et seq.; 33 U.S.C. §§ 2701 et g2.; 33 U.S.C.

§§ 1251 et seg.

46 U.S.C. §§ 3301 et seg., 3701 et seq., 8103, and 12107(b)

Shipping Act of 1984, 46 U.S.C. §§ 40701-40706, 41107-41109

The Foreign Shipping Practices Act of 1988, 46 U.S.C. §§

42301 et seq.

Merchant Marine Act, 1920, 46 U.S.C. §§ 50101 et seg.

Shipping Act of 1984, 46 U.S.C. §§ 40101 et seg.

Alaska North Slope, 104 Pub. L. 58; 109 Stat. 557

Longshore restrictions and reciprocity, 8 U.S.C. §§ 1101 et seq.

Vessel escort provisions, Section 1119 of Pub. L. 106-554, as

amended

Nicholson Act, 46 U.S.C. § 55114

Commercial Fishing Industry Vessel Anti-Reflagging Act of

1987, 46 U.S.C. § 2101 and 46 U.S.C. § 12108

43 U.S.C. § 1841

22 U.S.C. § 1980

Intercoastal Shipping Act, 46 U.S.C. App. § 843

46 U.S.C. § 9302, 46 U.S.C. § 8502; Agreement Governing the

Operation of Pilotage on the Great Lakes, Exchange of Notes at

Ottawa, August 23, 1978, and March 29, 1979, TIAS 9445

Magnuson Fishery Conservation and Management Act, 16

U.S.C. §§ 1801 et seg.

19 U.S.C. § 1466

North Pacific Anadramous Stocks Convention Act of 1972, Pub.

L. 102-587; Oceans Act of 1992, Title VII

Tuna Convention Act, 16 U.S.C. §§ 951 et seg.

South Pacific Tuna Act of 1988, 16 U.S.C. §§ 973 et seg.

Northern Pacific Halibut Act of 1982, 16 U.S.C. §§ 773 et see.

Atlantic Tunas Convention Act, 16 U.S.C. §§ 971 et seg.

Antarctic Marine Living Resources Convention Act of 1984, 16

U.S.C. §§ 2431 et seg.

Pacific Salmon Treaty Act of 1985, 16 U.S.C. §§ 3631 et seg.

American Fisheries Act, 46 U.S.C. § 12102(c) and 46 U.S.C.

§ 31322(a)

Annex II - US - 7
Sector: All

Obligations Concerned: Most-Favored-Nation Treatment (Article 4)

Description: The United States reserves the right to adopt or maintain any

measure that accords differential treatment to countries under

any bilateral or multilateral international agreement in force or

signed prior to the date of entry into force of this Treaty.

The United States reserves the right to adopt or maintain any

measure that accords differential treatment to countries under

any bilateral or multilateral international agreement in force or

signed after the date of entry into force of this Treaty involving:

(a) aviation;

(b) fisheries;

(c) maritime matters, including salvage; or

(d) telecommunications.

Annex II – US – 8
Annex III

Explanatory Notes

1. (a) The Schedule of a Party to this Annex sets out, pursuant to Article 14 (NonConforming Measures), the Party's existing measures that are not subject to

some or all of the obligations imposed by:

(i) Article 3 (National Treatment);

(ii) Article 4 (Most-Favored-Nation Treatment);

(iii) Article 8 (Performance Requirements); or

(iv) Article 9 (Senior Management and Boards of Directors).

(b) The Schedule of the United States to this Annex sets out headnotes that limit or

clarify the commitments of the United States with respect to the articles

described in subparagraph (a)(i) through (iv).

2. Each Schedule entry sets out the following elements:

(a) Sector refers to the general sector for which the entry is made;

(b) Subsector refers to the specific sector for which the entry is made;

(c) Obligations Concerned specifies the article(s) referred to in paragraph 1 that,

pursuant to Article 14.1(a), do not apply to the non-conforming aspects of the

law, regulation, or other measure, as set out in paragraph 3;

(d) Level of Government indicates the level of government maintaining the

scheduled measure(s);

(e) Measures identifies the laws, regulations, or other measures for which the

entry is made. A measure cited in the Measures element:

means the measure as amended, continued, or renewed as of the date of

entry into force of this Treaty, and

(ii) includes any subordinate measure adopted or maintained under the

authority of and consistent with the measure; and

(f) Description provides a general, nonbinding description of the measure for

which the entry is made.

Annex III — 1
3. In accordance with Article 14.1(a), and subject to Article 14.1(c), the articles of this

Treaty specified in the Obligations Concerned element of an entry do not apply to the nonconforming aspects of a law, regulation, or other measure identified in the Measures element

of that entry.

Annex III – 2
Annex III

Schedule of Rwanda

Sector: Insurance

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: Law No. 18/1982 of 25/05/1982 pertaining to conditions of

operating insurance companies, Article 2

Description: Insurance companies operating in Rwanda must have at least

30% shares owned by nationals of Rwanda.

Phase Out: This Annex III entry shall cease to have effect on the earlier of:

(i) the date that Rwanda enacts an insurance law that eliminates

the non-conforming aspects of the measure as set forth above;1

or (ii) September 1, 2009.

As of the signing of this Treaty, a draft insurance law is being developed that Rwanda expects will repeal the

current 1982 insurance law and remove the 70% equity cap for foreigners.

Annex III – Rwanda – 1
Annex III

Schedule of the United States

Headnotes

1. Commitments in these subsectors under the Treaty are undertaken subject to the

limitations and conditions set forth in these headnotes and in the Schedule below.

2. National treatment commitments in these subsectors are subject to the following

limitations:

(a) National treatment with respect to banking will be provided based upon

the foreign bank's "home state" in the United States, as that term is

defined under the International Banking Act, where that Act is applicable.

A domestic bank subsidiary of a foreign firm will have its own "home

state," and national treatment will be provided based upon the subsidiary's

home state, as determined under applicable law.'

(b) National treatment with respect to insurance financial institutions will be

provided according to a non-U.S. insurance financial institution's state of

domicile, where applicable, in the United States. State of domicile is

defined by individual states, and is generally the state in which an insurer

either is incorporated, is organized, or maintains its principal office in the

United States.

Foreign banking organizations are generally subject to geographic and other limitations in the United

States on a national treatment basis. Where such limitations do not conform to national treatment, they

have been listed as non-conforming measures. For purposes of illustration, under this approach, the

following situation does not accord national treatment and would therefore be listed as a non-conforming

measure: a foreign bank from a particular home state is accorded less favorable treatment than that

accorded to a domestic bank from that state with respect to expansion by branching.

Annex III – US – 1
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: Senior Management and Boards of Directors (Article 9)

Level of Government: Central

Measures: 12 U.S.C. § 72

Description: All directors of a national bank must be U.S. citizens,

except that the Comptroller of the Currency may waive the

citizenship requirement for not more than a minority of the

total number of directors.

Annex III — US — 2
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 12 U.S.C. § 619

Description: Foreign ownership of Edge corporations is limited to

foreign banks and U.S. subsidiaries of foreign banks, while

domestic non-bank firms may own such corporations.

Annex III – US – 3
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned:

Level of Government:

Measures:

Description:

National Treatment (Article 3)

Central

12 U.S.C. § 1463 et m. and 12 U.S.C. § 1751 et seq.

Federal and state laws do not permit a credit union, savings

bank, or savings association (both of the latter two entities

may be also called thrift institutions) in the United States to

be established through branches of corporations organized

under a foreign country's law.

Annex III — US — 4
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned:

Level of Government:

Measures:

Description:

National Treatment (Article 3)

Central

12 U.S.C. § 3104(d)

In order to accept or maintain domestic retail deposits of

less than $100,000, a foreign bank must establish an insured

banking subsidiary. This requirement does not apply to a

foreign bank branch that was engaged in insured deposittaking activities on December 19, 1991.

Annex III – US – 5
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 15 U.S.C. §§ 80b-2 and 80b-3

Description: Foreign banks are required to register as investment

advisers under the Investment Advisers Act of 1940 to

engage in securities advisory and investment management

services in the United States, while domestic banks (or a

separately identifiable department or division of the bank)

do not have to register unless they advise registered

investment companies. The registration requirement

involves record maintenance, inspections, submission of

reports, and payment of a fee.

2 For greater certainty, "domestic banks" include U.S. bank subsidiaries of foreign banks.

Annex III – US – 6
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned:

Level of Government:

Measures:

Description:

National Treatment (Article 3)

Central

12 U.S.C. §§ 221, 302, and 321

Foreign banks cannot be members of the Federal Reserve

System, and thus may not vote for directors of a Federal

Reserve Bank. Foreign-owned bank subsidiaries are not

subject to this measure.

Annex III – US – 7
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 12 U.S.C. § 3102(a)(1); 12 U.S.C. § 3103(a); 12 U.S.C. §

3102(d)

Description: Establishment of a federal branch or agency by a foreign

bank is not available in the following states that may

prohibit establishment of a branch or agency by a foreign

bank:

Branches and agencies may be prohibited in Alabama,

Kansas, Maryland, North Dakota, and Wyoming.

Branches, but not agencies, may be prohibited in

Delaware, Florida, Georgia, Idaho, Louisiana,

Mississippi, Missouri, Oklahoma, Texas, and West

Virginia.

Certain restrictions on fiduciary powers apply to federal

agencies.

Note: The cited federal measures provide that certain state

law restrictions shall apply to the establishment of federal

branches or agencies.

Annex III — US — 8
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: Most-Favored-Nation Treatment (Article 4)

Level of Government: Central

Measures: 15 U.S.C. § 77jjj(a)(1)

Description: The authority to act as a sole trustee of an indenture for a

bond offering in the United States is subject to a reciprocity

test.

Annex III — US — 9
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: Most-Favored-Nation Treatment (Article 4)

Level of Government: Central

Measures: 22 U.S.C. §§ 5341-5342

Description: Designation as a primary dealer in U.S. government debt

securities is conditioned on reciprocity.

Annex III – US – 10
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned:

Level of Government:

Measures:

Description:

Most-Favored-Nation Treatment (Article 4)

Central

15 U.S.C. § 78o(c)

A broker-dealer registered under U.S. law that has its

principal place of business in Canada may maintain its

required reserves in a bank in Canada subject to the

supervision of Canada.

Annex III – US – 11
Sector: Financial Services

Subsector: Banking and Other Financial Services (Excluding

Insurance)

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 12 U.S.C. § 1421 et m. (Federal Home Loan Banks); 12

U.S.C. § 1451 et seq. (Federal Home Loan Mortgage

Corporation); 12 U.S.C. § 1717 et seq. (Federal National

Mortgage Association); 12 U.S.C. § 2011 et seq. (Farm

Credit Banks); 12 U.S.C. § 2279aa-1 et seq. (Federal

Agricultural Mortgage Corporation); 20 U.S.C. § 1087-2 et

seq. (Student Loan Marketing Association)

Description: The United States may grant advantages, including but not

limited to the following, to one or more of the GovernmentSponsored Enterprises (GSEs) listed above:

• Capital, reserves, and income of the GSE are exempt

from certain taxation.

• Securities issued by the GSE are exempt from

registration and periodic reporting requirements under

federal securities laws.

• The U.S. Treasury may, in its discretion, purchase

obligations issued by the GSE.

Annex III – US -- 12
Sector: Financial Services

Subsector: Insurance

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 31 U.S.C. § 9304

Description: Branches of foreign insurance companies are not permitted

to provide surety bonds for U.S. Government contracts.

Annex III — US -- 13
Sector: Financial Services

Subsector Insurance

Obligations Concerned: National Treatment (Article 3)

Level of Government: Central

Measures: 46 C.F.R. § 249.9

Description: When more than 50 percent of the value of a maritime

vessel whose hull was built under federally guaranteed

mortgage funds is insured by a non-U.S. insurer, the insured

must demonstrate that the risk was substantially first offered

in the U.S. market.

Annex III – US – 14
Sector: Financial Services

Subsector: All

Obligations Concerned: National Treatment (Article 3)

Most-Favored-Nation Treatment (Article 4)

Performance Requirements (Article 8)

Senior Management and Boards of Directors (Article 9)

Level of Government: Regional

Measures: All existing non-conforming measures of all states of the

United States, the District of Columbia, and Puerto Rico.

Annex HI – US – 15