Article 14.
1. Either of the two Contracting Parties may apply or continue procedures that are not consistent with its obligations stipulated in Article (11) of this agreement related to cross-border capital transactions in the following cases:
A. the occurrence of serious problems related to the balance of payments or serious external financial problems or the emergence of what threatens these problems.
B. the exceptional circumstances in which the movement of capital causes the occurrence - or threat of occurrence - of serious problems of macroeconomic management, especially the policies related to cash and the exchange rate.
2. The following must be taken into account in the procedures referred to in Paragraph (1) of this Article:
A. to be in conformity with the provisions of the International Monetary Fund Agreement, as long as the Contracting Party taking these measures is a party to the provisions of the said agreement.
B. not to exceed the necessary limit necessary to address the conditions set forth in paragraph (1) of this Article.
C. to be temporary, and to be reconciled with the conditions as soon as conditions permit.
D. To inform the other Contracting Party promptly.
E. not to cause unnecessary damage to the commercial, economic and financial interests of the other Contracting Party.
3. Nothing in this Agreement shall be deemed to alter the rights enjoyed by any of the Contracting Parties or its obligations as a party to the IMF Agreement.
Article 15.
1. Notwithstanding any other provisions in this agreement, either of the Contracting Parties may take measures related to financial services for reasonable and justified reasons including procedures to protect investors, depositors, policyholders or creditors of a commercial facility providing financial services, or to ensure the stability and integrity of its financial system.
2. In cases where a Contracting Party takes any action - in accordance with paragraph (1) of this Article - conflicts with the obligations stipulated in the provisions of this Agreement, then that Contracting Party should not use that procedure as a way to evade its obligations.
Article 16.
1. Nothing in this Agreement can be interpreted as detracting from the rights and obligations stipulated in multilateral agreements related to the protection of intellectual property rights, to which the Contracting Parties are party to.
2. Nothing in this Agreement can be interpreted as requiring either of the Contracting Parties to grant the investors of the other Contracting Party and their investments the same treatment for investors of another non-Contracting party and their investments under multilateral agreements related to the protection of intellectual property rights to which the first Contracting Party is a party.
3. The Contracting Parties shall consider providing adequate and effective protection of intellectual property rights and expedite the consultation with each other for this purpose upon the request of either of them and based on the result of that consultation, each Contracting Party shall, in accordance with its applicable legislation, take appropriate measures to get rid of factors that it considers to have a negative impact on investments.
Article 17.
1. Both Contracting Parties shall establish an investment working committee for which the main task is to discuss any investment related issue related to this Agreement.
2. The detailed tasks of the commission shall be agreed upon by the Contracting Parties.
3. The committee meets when necessary upon the request of either of the Contracting Parties.
4. Each of the Contracting Parties shall consider and give an adequate opportunity to consult about such declarations that the other Contracting Party may submit regarding any matter affecting the implementation of the provisions of this agreement and its implementation.
Article 18.
The Contracting Parties may consult with each other within five years of the entry into force of this Agreement in order to review it and take the necessary additional measures to achieve further encouragement and protection of investments.
Article 19.
The Contracting Parties recognize that it is not appropriate to encourage investors of the other Contracting Party to invest by leniency in procedures related to environmental safety, and accordingly, each Contracting Party must not condone or lower those environmental measures as a way to encourage investors of the other Contracting Party to make or own investments or expand it.
Article 20.
1. Either of the Contracting Parties may deny the benefits of this Agreement to one of the investors of the other Contracting Party and its investments - which is a commercial establishment of the other Contracting Party - if that commercial facility is owned by the investor of another non-Contracting Party or under its control, and the Contracting Party may apply the denial of benefits in the following cases:
A. There are no diplomatic relations between that party and the non-Contracting Party.
B. Applies procedures for that non-Contracting Party that prohibits dealing with that commercial facility, or that those actions may be violated if that commercial facility or its investments benefit from the benefits of this Agreement.
2. Either of the Contracting Parties may - by prior notification and after consultation - deny the benefits of this Agreement to one of the investors and investments of the other Contracting Party - who is a commercial establishment for the other Contracting Party - if that commercial facility is owned by an investor from another non-Contracting Party to this Agreement or subject to In his control, or if that commercial enterprise does not have significant commercial activities with the other Contracting Party.
Article 21.
Bearing in mind that the measures - mentioned in this Article - are not applied in a way that constitutes a means of arbitrary or unjustified discrimination between parties who have similar conditions or restrictions on investment flows; Nothing in this Agreement shall be construed to prevent the adoption or application of any party which is necessary for the following reasons:
1. To protect national security and public morals.
2. To protect the life or health of human, animal or plant.
3. To ensure the imposition or collection of direct taxes in a fair or effective manner with regard to investments or investors of both parties.
4. To ensure compliance with legislation that does not conflict with the provisions of this Agreement, including those relating to the following:
A. Prevent fraudulent and deceptive practices or to dispose of his obligations under this agreement.
B. Protecting the privacy of individuals with regard to the processing and publishing of personal data and protecting the confidentiality of records and individual accounts.
C. Safety.
D. Imposing the protection of national goods with artistic, historical, or archaeological value.
E. Preserving the consumed natural resources if these measures become effective in conjunction with the restrictions imposed on local production or consumption.
Article 22.
Nothing in this Agreement may be interpreted for any of the following:
1. Requiring the Contracting Party to provide or permit access to any information whose disclosure would constitute a conflict with its primary security interests.
2. Preventing the Contracting Party from applying the measures it deems necessary in good faith necessary to implement its obligations under the Charter of the United Nations with regard to the maintenance or restoration of international peace or security, the protection of basic security for its own interests, or to address serious economic crises.
Article 23.
The Contracting Parties shall cooperate to enhance transparency in the investment policies, regulations and procedures related to the investments of the other Contracting Party and their investments, including the following:
1. Provide clear and up-to-date information on the investment framework; That is, the legislation applicable to entry and operation of foreign investment in the territories of either of them.
2. Entrust the investment promotion agencies of the Contracting parties to receive and answer all inquiries related to investment policies, legislation, and applications.
3. Provide information about changes in procedures, established standards, technical regulations, and other specific requirements.
4. Provide evidence of requirements and definitions, clear criteria for evaluating investment proposals.
Article 24.
1. This agreement shall enter into force thirty ( thirty ) days after the date of the last mutual notice - through diplomatic channels - confirming the end of the legal procedures necessary for its entry into force, and this agreement will remain in effect for a period of ten (10) years from the date of its entry into force, and it will remain in effect Unless it is completed in the manner indicated in paragraph (2) of this Article, this Agreement applies to all the investments of investors of any of the Contracting Parties with the other Contracting Party and established - according to the legislation in force - with the other Contracting Party before the entry into force of this Agreement.
2. Either of the Contracting Parties may - by written notification a year before the date of the expiry of the agreement - inform the other Contracting Party, with his desire to terminate this agreement by the end of the first ten-year term or at any other later time.
3. With regard to investments made before the date of termination of this Agreement, the provisions of this Agreement remain in effect for a period of ten (10) years from the date of termination of this Agreement.
4. The provisions of this Agreement do not apply to claims and claims arising from events that occurred, or pending claims before it entered into force.
5. In ratification of the foregoing, this Agreement is signed below by the representatives delegated by their respective governments.
Conclusion
This agreement was signed in the city of Riyadh on 12 Shaaban 1440 AH, corresponding to April 17 , 2019 CE,
For the Kingdom of Saudi Arabia
D . Majid bin Abdullah Al-Qasabi
Minister of Trade and Investment
Chairman of the Board of Directors of the General Investment Authority
For the Republic of Iraq
D . Sami Raouf Al-Araji
President of the National Investment Commission
Attachments
Appendix A. Expropriation
The two parties affirm their common understanding of what comes next:
1. No action or series of actions by the Contracting Party can constitute expropriation - in accordance with paragraph (1) of Article (9) of the Agreement - unless it conflicts with the right to ownership of tangible or intangible property in the investment.
2. Paragraph (1) of Article (9) of the agreement deals with two cases, the first case is direct expropriation, whereby the investment is nationalized or expropriated directly through the formal transfer of ownership that the expropriation is direct.
The second case, indirect expropriation, is where any action or a series of actions by a Contracting Party has a similar effect as direct expropriation without formal transfer of ownership or direct expropriation. This is detailed as follows:
(1) To determine whether the action or series of actions by the Contracting Party, in a specific case, constitute expropriation indirectly, and requires a case study of the status, the survey is based on facts and takes into account - among other factors - the following:
A. the economic impact of the legislation, despite the fact that any action or series of actions by a Contracting Party has a negative impact on the economic value of the investment, and the position alone, does not establish the existence of indirect expropriation;
B. The extent to which the legislation interferes with clear and reasonable expectations for investment.
C. The nature and purpose of the legislation.
(2) With the exception of rare cases, non-discriminatory regulatory measures by a party designed and applied to protect legitimate public care goals, such as public health, safety, and the environment, do not constitute indirect expropriation.