Title

AGREEMENT ON RECIPROCAL PROMOTION AND PROTECTION OF INVESTMENT BETWEEN THE GOVERNMENT OF THE PEOPLE'S REPUBLIC OF BANGLADESH AND THE GOVERNMENT OF THE ISLAMIC REPUBLIC OF IRAN

Preamble

The Government of the People's Republic of Bangladesh and the Government of the Islamic Republic of Iran hereinafter referred to us the "Contracting Parties",

Desiring to intenstify economic cooperation to the mutual benefit of both States;

Intending to utilize their economic resources and potential facilities in the area of investments as well as to create and maintain favourable conditions for investments of the nationals of the Contracting Parties in each others' territory and;

Recognizing the need to promote and protect investment of the nationals of the Contracting Parties in each others' territory;

Have agreed as follows:

Body

Article 1. Definitions

For the purpose of this Agreement, the meaning of the terms used therein are as follows:

1. The term "investment" refers to every kind of property or asset, including the following, invested by the investors of one Contracting Party in the territory of the other Contracting Party in accordance with the laws and regulations of the other Contracting Party (hereinafter referred to as the host Contracting Party):

(a) Movable and immovable property as well as rights related thereto;

(b) Shares or any kind of participation in companies;

(c) Money and receivables;

(d) Industrial and intellectual property rights such as patent, utility models, industrial designs or models, trade marks and names, know-how and goodwill;

(e) Rights to search for, extract or exploit natural resources.

2. The term "investor" refers to the following persons who invest in the territory of the other Contracting Party within the framework of this Agreement:

(a) Natural persons who, according to the laws of either Contracting Party, are considered to be its national and have not the nationality of the host Contracting Party.

(b) Legal persons of either Contracting Party which are established under the laws of that Contracting Party and their headquarters or their real economic activities are located in the territory of that Contracting Party.

3. The term "returns" refers to the amounts legally yielded by an investment including profit derived from investments, dividends, royalities and fees.

4. The term "territory" refers to areas under the sovereignty or jurisdiction of either Contracting Party, as the case may be, and includes their maritime areas.

Article 2. Promotion of Investments

1. Each Contracting Party shall encourage its nationals to invest in the territory of the Contracting Party.

2. Each Contracting Party shall, within the framework of its laws and regulations, create favourable conditions for attraction of investments of nationals of the other Contracting Party in its territory.

Article 3. Admission of Investments

1. Each Contracting Party shall admit investments of natural and legal persons of the other Contracting Party in its territory in accordance with its laws and regulations.

2. When an investment is admitted, each Contracting Party shall, in accordance with its laws and regulations, grant all necessary permits for the realization of such an investment.

Article 4. Protection of Investments

Investments of natural and legal persons of either Contracting Party effected within the territory of the other Contracting Party, shall receive the host Contracting Party's full legal protection and fair treatment not less favourable than that accorded to its own investors or to investors of any third state, whichever is more favourable.

Article 5. More Favorable Conditions

Notwithstanding the conditions set forth in this Agreement, the most favorable terms that may be agreed or agreed between each Contracting Party and an Investor of the other Contracting Party shall apply.

Article 6. Expropriations and Compensations

1. The investments of both natural and legal persons by either Contracting Party shall not be confiscated or expropriated by the other Contracting Party, either directly or indirectly under similar measures shall not be adopted, unless such action is taken for a public purpose by a non-discriminatory legal process and against the prompt and effective payment of compensation.

2. The amount of compensation shall be equal to the value of the investment day immediately prior to nationalization, confiscation, expropriation or its awareness.

Article 7. Losses

Investors of either Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing ti to war or any armed conflict, revolution, emergency or uprising or similar event in the territory of the latter Contracting Party, shall be accorded treatment which is not less favourable than the latter Contracting Party's treatment of its investors or investors of any third country, as regards compensation, restitution and indemnification in relation to such losses.

Article 8. Repatriation and Transfer

1. Each Contracting Party shall, in accordance with its laws and regulations, permit in good faith the following transfers related to investments referred to in this Agreement, to be made freely and without delay out of its territory:

(a) Returns;

(b) Proceeds from the sale and liquidation of all or part of an investment;

(c) Royalties and fees related to transfer of technology agreement;

(d) Sums paid pursuant to Articles 6 and 7 of this Agreement;

(e) Loan installments related to an investment provided that they are paid out of such investment activities;

(f) Monthly salaries, wages and other remunerations received by the employees of an investor who have obtained in the territory of the host Contracting Party the corresponding work permits related to that investments;

(g) Payments arising from a decision of the authority referred to in Article 12.

2. Transfers shall be promptly effected in a convertible currency and at the official exchange rate prevailing on the day the transfer is made.

Article 9. Subrogation

If a Contracting Party or its designated agency subrogates an investor pursuant to a payment made under an insurance or guarantee agreement against non-commercial risks:

(a) Such subrogation shall be recognized by the other Contracting Party;

(b) The subrogee shall not be entitled to exercise any rights other than the rights which the investor would have been entitled to exercise.

(c) Disputes between the subrogee and the host Contracting Party shall be settled in accordance with Article 12 of this Agreement.

Article 10. Observance of Commitments

Either Contracting Party shall guarantee the observance of the commitments it has entered into through this Agreement with respect to investments of natural or legal persons of the other Contracting Party.

Article 11. Scope of the Agreement

This Agreement shall apply to investments approved by the competent authorities of the host Contracting Party.

The competent authority is: (a) In the People's Republic of Bangladesh Board of Investment Prime Minister's Office Shilpa Bhaban 91, Motijheel Commercial Area Dhaka-1000, Bangladesh.

(b) In the Islamle Republic of Iran Organization for Investment, Economic andTechnical Assistance of Iran (O.I.E.T.A.I.) 15th Khordad Square Tehran - Iran.

Article 12. Settlement of Disputes between a Contracting Party and Investor(s) of the other Contracting Party

1. If any dispute arises between the host Contracting Party and investor(s) of the other Contracting Party with respect to an investment, the host Contracting Party and the investor(s) shall primarily endeavour to settle the dispute in an amicable manner through negotiation and consultation.

2. In the event that the host Contracting Party and the investor(s) can not agree within six months from the date of notification of the claim by one party to the other, either of them may refer the dispute to the competent courts of the host Contracting Party or with due regard to their own laws and regulations to an arbitral tribunal of three members referred to in paragraph 5 below.

3. A dispute primarily referred to the courts of the host Contracting Party, as long as it is pending, cannot be referred to arbitration save with the parties agreement; and in the event that a final judgement is rendered, it cannot be referred to arbitration.

4. National courts shall not have jurisdiction over any dispute referred to arbitration. However, the provisions of this paragraph do not bar the winning party to seek for the enforcement of the arbitral award before national courts.

5. The host Contracting Party or the investor(s) who desires to refer the dispute to the arbitration shall appoint an arbitrator through a written notice sent to the other Party. The other Party shall appoint an arbitrator within sixty days from the date of receipt of the said notice and the appointed arbitrators shall within sixty days from the date of the last appointment, appoint the umpire. In the event that each party fails to appoint its arbitrator within the mentioned period and/or the appointed arbitrators fail to agree on the umpire, each of the parties may request the Secretary General of the Permanent Court of Arbitration to appoint the failing party's arbitrator or the umpire, as the case may be.

6. The umpire shall always be appointed amongst nationals of a state having diplomatic relations with both Contracting Parties.

7. The Contracting Party which is a party to the dispute shall at no time whatsoever during the arbitral proceedings or the execution of the award assert as a defence its immunity.

8. The arbitration shall be conducted according to the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL).

Article 13. Settlement of Disputes between the Contracting Parties

1. All disputes arising between the Contracting Parties relating to the interpretation or application of this Agreement shall, in the first place, be settled amicably by consultation. In case of disagreement, either Contracting Party may subject to its laws and regulations, while sending a notice to the other Party, refer the case to an arbitral tribunal of three members consisting of two arbitrators appointed by the Contracting Parties and an umpire.

In case the dispute is referred to the arbitral tribunal, either Contracting Party shall appoint an arbitrator within sixty days from the receipt of the notification and the arbitrators appointed by the Contracting Parties shall appoint the umpire within sixty days from the date of last appointment. If either Contracting Party does not appoint its own arbitrator or the appointed arbitrators do not agree on the appointment of the umpire within the said periods, each Contracting Party may request the President of the International Court of Justice, to appoint the arbitrator of the failing party or the umpire, as the case may be.

However the umpire shall be a national of a state having diplomatic relation with both Contracting Parties.

2. In case the umpire is to be appointed by the President of the International Court of Justice, if the President of the International Court of Justice is prevented from carrying out the said function or if he is a national of either Contracting Party, the appointment shall be made by the vice-president of the International Court of Justice, and if the vice-president is also prevented from carrying out the said function or he is a national of either Contracting Party, the appointment shall be made by the senior member of the said court who is not a national of either Contracting Party.

3. Subject to other provisions agreed by the Contracting Parties, the arbitral tribunal shall determine its procedure and the place of arbitration.

4. The decisions of the arbitral tribunal shall be binding on the Contracting Parties.

Article 14. Validity of the Agreement

1. This Agreement shall be approved/ratified by the competent authorities of each Contracting Party.

2. This agreement shall enter into force for a period of ten years after 30 days from the date of the last notification of either Contracting Party to the other Contracting Party that it has fulfilled necessary measures in accordance with its laws and regulations for the entry into force of this Agreement. After the said period, this Agreement shall remain in force thereafter unless one of the Contracting Parties notifies the other Contracting Party in writing of its unwillingness to continue with it, six months prior to the expiration of termination thereof.

3. After the expiration of validity or termination of this Agreement its provisions shall apply to investments under this Agreement for a further period of ten years.

Article 15. Language and Number of the Texts

This Agreement is done in Duplicate in the Persian, Bangla and English languages, all texts being equally authentic. In case if divergence of interpretation the English text shall prevail.

Conclusion

Signed in Dhaka on 29.04.2001 AD corresponding to 1380/02/09 Solar calendar and 16/01/1408 Bangla by representatives of the Government of the People's Republic of Bangladesh and the Government of the Islamic Republic of Iran.

For the Government of the People's Republic of Bangladesh

For the Government of the Islamic Republic of Iran