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{b) This Agreement shall continue in force until six months from the date of a receipt
of a note by which one Government informs the other of an intent to terminate this Agreement.
In such event, the provisions of this Agreement shall, with respect to Investment Support
provided while this Agreement was in force, remain in force so long as such Investment Support
remains outstanding, but in no case longer than twenty years after the termination of this
Agreement.

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective
Governments, have signed this Agreement.

DONE at Washington, District of Columbia, United States of Americ: the 15th day of
March, 1995, in duplicate, in the English language. An Arabic language‘text shll be prepared
which shall be signed in Rabat and shall be equally authentic.

“

a

FOR THE GOVERNMENT OF FOR THE GOVERNMENT OF
THE UNITED STATES OF AMERICA vA MOROCCO

va die



INVESTMENT INCENTIVE AGREEMENT
BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
THE GOVERNMENT OF MOROCCO

THE GOVERNMENT OF THE UNITED STATES OF AMERICA and THE GOVERNMENT OF
Morocco;

AFFIRMING their common desire to encourage economic activities in Morocco that
promote the development of the economic resources and productive capacities of Morocco; and
in furtherance of the Treaty concerning the Encouragement and Reciprocal Protection of
Investments signed July 22, 1985, and entered into force on May 29, 1991; and

RECOGNIZING that this objective can be promoted through investment support provided
by the Overseas Private Investment Corporation ("OPIC"), a development institution and an
agency of the United States of America, in the form of investment insurance and reinsurance,
debt and equity investments and investment guaranties;

HAVE AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein provided. The
term "Investment Support" refers to any debt or equity investment, any investment guaranty and
any investment insurance or reinsurance which is provided by the Issuer in connection with a
project in the territory of Morocco. The term "Issuer" refers to OPIC and any successor agency
of the United States of America, and-any agent of either. The term "Taxes" means all present and
future taxes, levies, imposts, stamps, duties and charges imposed by the Government of Morocco
and all liabilities with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to regulation under the laws of Morocco applicable
to insurance or financial organizations.

(b) All operations and activities undertaken by the Issuer in connection with any
Investment Support, and all payments, whether of interest, principal, fees, dividends, premiums
or the proceeds from the liquidation of assets or of any other nature, that are made, received or



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guaranteed by the Issuer in connection with any Investment Support shall be exempt from Taxes.
The Issuer shall not be subject to any Taxes in connection with any transfer, succession or other
acquisition which occurs pursuant to paragraph (c) of this Article or Article 3(a) hereof. Any
project in connection with which Investment Support has been provided shall be accorded tax
treatment no less favorable than that accorded to projects benefiting from the investment support
programs of any other national or multilateral development institution which operates in
Morocco.

(c) If the Issuer makes a payment to any person or entity, or exercises its rights as a
creditor or subrogee, in connection with any Investment Support, the Government of Morocco
shall recognize the transfer to, or acquisition by, the Issuer of any cash, accounts, credits,
instruments or other assets in connection with such payment or the exercise of such rights, as
well as the succession of the Issuer to any right, title, claim, privilege or cause of action existing,
or which may arise, in connection therewith.

(d) With respect to any interests transferred to the Issuer or any interests to which the
Issuer succeeds under this Article, the Issuer shall assert no greater rights than those of the person
or entity from whom such interests were received, provided that nothing in this Agreement shall
limit the right of the Government of the United States of America to assert a claim under
international law in its sovereign capacity, as distinct from any rights it may have as the Issuer
pursuant to paragraph (c) of this Article.

ARTICLE 3

(a) Amounts in the currency of Morocco, including cash, accounts, credits,
instruments or otherwise, acquired by the Issuer upon making a payment, or upon the exercise of
its rights as a creditor, in connection with any Investment Support provided by the Issuer for a
project in Morocco, shall be accorded treatment in the territory of Morocco no less favorable as
to use and conversion than the treatment to which such funds would have been entitled in the
hands of the person or entity from which the Issuer acquired such amounts.

(b) Such currency and credits may be transferred by the Issuer to any person or entity
and upon such transfer shall be freely available for use by such person or entity in the territory of
Morocco in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Government of the United States of America and the
Government of Morocco regarding the interpretation of this Agreement or which, in the opinion
of either party hereto, presents a question of international law arising out of any project or
activity for which Investment Support has been provided shall be resolved, insofar as possible,
through negotiations between the two Governments. If, six months following a request for



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negotiations hereunder, the two Governments have not resolved the dispute, the dispute,
including the question of whether such dispute presents a question of international law, shall be
submitted, at the initiative of either Government, to an arbitral tribunal for resolution in
accordance with paragraph (b) of this Article.

(b) The arbitral tribunal referred to in paragraph (a) of this Article shall be established
and shall function as follows:

(i) Each Government shall appoint one arbitrator. These two arbitrators shall
by agreement designate a president of the tribunal who shall be a citizen of a third state
and whose appointment shall be subject to acceptance by the two Governments. The
arbitrators shall be appointed within three months, and the president within six months, of
the date of receipt of either Government's request for arbitration. If the appointments are
not made within the foregoing time limits, either Government may, in the absence of any
other agreement, request the Secretary-General of the International Centre for the
Settlement of Investment Disputes to make the necessary appointment or appointments.
Both Governments hereby agree to accept such appointment or appointments.

(i) Decisions of the arbitral tribunal shall be made by majority vote and shall
be based on the applicable principles and rules of international law. Its decision shall be
final and binding.

(iii) | During the proceedings, each Government shall bear the expense of its
arbitrator and of its representation in the proceedings before the tribunal, whereas the
expenses of the president and other costs of the arbitration shall be paid in equal parts by
the two Governments. In its award, the arbitral tribunal may reallocate expenses and
costs between the two Governments.

(iv) In all other matters, the arbitral tribunal shall regulate its own procedures.

ARTICLE 5

(a) This Agreement shall enter into force on the date on which the Government of
Morocco notifies the Government of the United States of America that all legal requirements for
entry into force of this Agreement have been fulfilled. Upon so entering into force, this
Agreement shall replace and supersede the agreement between the United States of America and
Morocco on Investment Guaranties effected by exchange of notes of March 31, 1961 and
October 2, 1963, and as amended by exchange of notes of September 21, 1992, November 30,
1992 and December 3, 1992, and any matter relating to Investment Support or otherwise pending
under such agreement shall be treated or disposed of under the terms of this Agreement.