d) An ad hoc arbitration tribunal appointed by a special agreement between the Parties or established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL), where the appointment of the arbitrator that will act as chairman tribunal will, in case of disagreement by the parties, be appointed by the Secretary-General of the Permanent Court of Arbitration;
e) A sole arbitrator or an ad hoc arbitration tribunal under the rules of arbitration of the International Chamber of Commerce; or
f) Any other arbitration institution, or in accordance with any other arbitration rules, provided that the State which is a Party to the dispute expressly consents to it.
3. A dispute may be submitted no later than five (5) years from the date the investor first acquired or should have acquired knowledge of the events which gave rise to the dispute.
4. Each Party hereby gives its consent to the submission of a dispute to international arbitration referred to in paragraph (2) of this article, notwithstanding subparagraphs d) and f).
5. There is no presumption of consent in what refers to the consolidation of claims in case of plurality of claimants.
6. Without prejudice to paragraph (7), the decision to submit the dispute to any of the procedures referred to in paragraph (2) precludes the possibility to submit the claim through another means of settlement provided in that paragraph.
7. Whenever the investor chooses to resolve the dispute through the national courts of the Party where the investment is made, and if no final decision has been rendered on the merits of the case, the investor may choose to put an end to the national proceedings and submit the dispute to any form of international arbitration referred to in paragraph (2) of this article by notifying the national court of this decision.
8. The submission of the dispute to any form of international arbitration pursuant to paragraph (7) shall be made within two (2) years after the investor ceases to pursue the claim before the national courts and, in any event, no later than ten (10) years after the date on which the investor first acquired or should have acquired knowledge of the events which gave rise to the dispute.
9. The State which is a party to the dispute shall not raise as an objection at any stage of the proceedings the fact that the investor has received in pursuance of an insurance contract an indemnity in respect of some or all of his losses.
10. For greater certainty, an investor may not submit a claim to arbitration under this article where the investment has been made through fraudulent misrepresentation, concealment, corruption, or conduct amounting to an abuse of process.
11. The State which is a party to the dispute may invoke lis pendens, which the court or the tribunal shall take into account.
12. The UNCITRAL Rules on Transparency in Treaty-based Investor-State Arbitration shall apply to any international arbitration proceedings initiated under this article.
13. The tribunal shall condemn the claimant to the payment of costs deemed justified in case of determination by the tribunal that the claim was frivolous.
Article 21. Place of Arbitration
1. Any arbitration under this section shall, at the request of any party to the dispute, be held in a State that is party to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards signed in New York on 10 June 1958.
2. Claims submitted to arbitration under this section shall be considered to arise out of a commercial relationship or transaction for purposes of article 1 of the New York Convention.
Article 22. Qualifications of the Arbitrators
Arbitrators appointed pursuant to this section shall have expertise or experience in public in- ternational law, preferably in international investment law. It is desirable that they have expertise or experience in resolution of disputes arising under international investment agreements.
Article 23. Principles, Duties and Conduct Rules
1. Arbitrators and their staff and assistants shall be independent of, and not be affiliated with or take instructions from the claimant or the Host state or the government of a Party with regard to investment matters. Arbitrators shall not take instructions from any organization, government or dispu- ting Party with regard to matters related to the dispute. They shall not participate in the consideration of any disputes that would create a direct or indirect conflict of interest. In so doing they shall comply with the International Bar Association Guidelines on Conflicts of Interest in International Arbitration.
2. lf adisputing party considers that an arbitrator has conflict of interest, it shall send a notice of challenge to the Secretary-General of the Permanent Court of Arbitration. The notice of challenge shall be sent within 15 days of the date the tribunal is fully constituted or the date on which the relevant facts came to its knowledge, if they could not have reasonably been known at the time of composition of the tribunal. The notice of challenge shall state the grounds for the challenge.
3. The decision on any proposal to disqualify an arbitrator shall be taken within 45 days of receipt of the notice of challenge, provided that both disputing parties and the Arbitrator were given an opportunity to submit any observations.
4. A vacancy resulting from the disqualification or resignation of an arbitrator shall be filled promptly.
Article 24. Awards and Enforcement
1. The awards shall be binding, but they may be subject to appeal or any other review procedure solely as provided by law and the applicable rules.
2. Once the proceedings have ended and in case of non-compliance with the award, the Parties may exceptionally pursue through the diplomatic channel the dispute in order to ensure that the said award is enforced.
3. Each Party shall provide, in its territory, for the effective enforcement of the arbitration awards.
Article 25. Multilateral Dispute Settlement Mechanisms
1. Upon the entry into force of an international agreement providing for a multilateral investment tribunal and/or a multilateral appellate mechanism applicable to disputes under this Agreement, the relevant parts of this Agreement shall cease to apply subject to the agreement of both Parties.
2. Notwithstanding the preceding paragraph, investors may submit the dispute to the competent national courts of the Party in whose territory the investment was made.
3. The new rules of the multilateral dispute settlement mechanism as set out in the first paragraph shall not be applicable to disputes already submitted pursuant to article 19 (2), unless agreed otherwise by the disputing Parties.
Chapter III. Final Provisions
Article 26. Consultations
The Parties shall whenever necessary consult each other over issues of interpretation and application of this Agreement, on a date and at a place to be agreed upon through the diplomatic channel.
Article 27. Entry Into Force
This Agreement shall enter into force on the thirtieth day following the date of receipt of the later of the notifications in writing through the diplomatic channel, conveying the completion of the internal procedures of each Party required for that purpose.
Article 28. Amendments
1. This Agreement may be amended at the request of either Party.
2. The amendments shall enter into force in accordance with article 27 of this Agreement.
Article 29. Duration and Termination
1. This Agreement shall remain in force for an initial term of ten (10) years and shall be automatically renewed for successive periods of five (5) years.
2. Either Party may terminate this Agreement by giving written notice through the diplomatic channel of its intention to do so at least twelve (12) months prior to the end of the current term.
3. The termination shall become effective on the first day following the expiry of the current term.
4. The provisions of articles 1 to 26 shall continue in effect with respect to investments made before the date of termination of this Agreement for a period of ten years after the date of termination.
Article 30. Registration
Upon the entry into force of this Agreement, the Party in whose territory it is signed shall trans- mit it to the Secretariat of the United Nations for registration, in accordance with article 102 of the Charter of the United Nations, and shall notify the other Party of the completion of this procedure as well as of its registration number.
Conclusion
Done in duplicate at Abidjan, on 13" June 2019, in the Portuguese, French and English languages, all texts being equally authentic. In case of any difference in interpretation, the English text shall prevail.
In witness whereof, the undersigned duly authorized thereto, have signed this Agreement.
For the Portuguese Republic:
Eurico Brilhante Dias, Secretary of State for Internationalization.
For the Republic of Côte d'lvoire:
Marcel Amon-Tanoh, Minister of Foreign Affairs.