Title

Agreement between the Government of the Greek Republic and the Government of the Socialist Republic of Vietnam on the promotion and mutual protection of investments

Preamble

The Government of the Greek Republic and the Government of the Socialist Republic of Viet Nam, hereinafter referred to as "the Parties",

DESIRING to intensify their economic cooperation to the mutual benefit of both States on a long term basis,

HAVING as their objective to create favourable conditions for investments by investors of either Contracting Party in the territory of the other Party,

RECOGNIZING that the promotion and protection of investments, on the basis of this Agreement, will stimulate the initiative in this field,

HAVE AGREED AS FOLLOWS:

Body

Article 1. Definitions

For the purposes of this Agreement:

1. "Investment" means every kind of asset invested by an investor of one Contracting Party in the territory of the other Contracting Party in accordance with the legislation of the latter Contracting Party and includes in particular, but not exclusively:

a) movable and immovable property and any other property rights;

b) shares in and stock and debentures of a company and any other form of participation in a company,

c) claims to money or to any performance under contract having an economic value, as well as loans connected to an investment, except for

i) claims to money that arise solely from commercial contracts for the sale of goods and services;

ii) the extension of credit in connection with a commercial transaction, such as trade financing.

d) intellectual property rights;

e) concessions under public law, including concessions to search for, cultivate, extract or exploit natural resources as well as other rights conferred by law, by contract or by decision of the authority, in accordance with the law.

A possible change in the form in which the investments have been made does not affect their character as investments.

2. "Returns" means the amounts yielded by an investment and in particular, though not exclusively, includes profit, interest, capital gains, dividends, royalties, and fees.

3. "Investor" means with regard to either Contracting Party:

a) natural persons having the nationality of that Contracting Party in accordance with its law;

b) legal persons or other entities, including companies, corporations, business associations and partnerships; which are constituted or otherwise duly organised under the laws of that Contracting Party and have their effective economic activities in the territory of that same Contracting Party.

4. "Territory" means:

a) With respect to the Hellenic Republic, the territory under its sovereignty including the territorial sea, as well as maritime areas over which the Hellenic Republic exercises, in conformity with international law, sovereign rights or jurisdiction.

b) With respect to the Socialist Republic of Viet Nam, its land territory, islands, internal waters, territorial sea and airspace above them, the maritime areas beyond territorial sea including seabed and subsoil thereof over which the Socialist Republic of Viet Nam exercises sovereignty, sovereign rights and jurisdiction in accordance with national legislation and international law.

Article 2. Scope of Application

This Agreement shall apply to investments in the territory of one Contracting Party, made in accordance with its legislation, including any registration or approval requirements, by investors of the other Contracting Party, prior to as well as after its entry into force.

However, this Agreement shall not apply to any dispute that arose or any claim that was settled before its entry into force.

Article 3. Promotion and Protection of Investments

1. Each Contracting Party promotes in its territory investments by investors of the other Contracting Party and admits such investments in accordance with its legislation.

2. Investments and returns of investors of a Contracting Party shall, at all times, be accorded fair and equitable treatment and shall enjoy full protection and security in the territory of the other Contracting Party.

Each Contracting Party shall ensure that the management, maintenance, use, enjoyment or disposal, in its territory, of investments by investors of the other Contracting Party, is not in any way impaired by unjustifiable or discriminatory measures.

Article 4. Treatment of Investments

1. Each Contracting Party shall accord to investments, including returns, by investors of the other Contracting Party, once established in its territory, treatment not less favourable than that which it accords to investments of its own investors or to investments of investors of any third State, whichever is more favourable.

2. Each Contracting Party shall accord to investors of the other Contracting Party, as regards the management, maintenance, use, enjoyment or disposal of their investments in its territory, treatment not less favourable than that which it accords to its own investors or to investors of any third State, whichever is more favourable.

3. Notwithstanding paragraphs 1 and 2 of this Article, the Government of the Socialist Republic of Viet Nam may apply exceptions to the principle of national treatment, in accordance with its legislation and within the framework of its development policy.

4. The provisions of paragraphs 1 and 2 of this Article shall not be construed so as to oblige one Contracting Party to extend to the investors of the other Contracting Party the benefit of any treatment, preference or privilege resulting from:

a) its participation in any or future customs union, economic union, regional economic integration agreement or similar international agreement; or

b) any international agreement or arrangement or any domestic legislation relating wholly or mainly to taxation.

Article 5. Expropriation

1. Investments and returns of investors of either Contracting Party in the territory of the other Contracting Party, shall not be expropriated, nationalized or subjected to any other measure the effects of which would be tantamount to expropriation or nationalization (hereinafter referred to as "expropriation"), except in the public interest, under due process of law, on a non discriminatory basis and against payment of prompt, adequate and effective compensation. Such compensation shall amount to the market value of the investment affected immediately before the actual measure was taken or became public knowledge, whichever is the earlier and shall be freely transferable in a freely convertible currency.

2.Notwithstanding paragraph 1, with respect to the Socialist Republic of Viet Nam, any measure of expropriation relating to land shall be subject to its laws and regulations concerning the terms of such expropriation and the payment of compensation.

3. The provisions of paragraphs 1 and 2 of this Article shall also apply where a Contracting Party expropriates the assets of a company which is constituted under the laws in force in any part of its own territory and in which investors of the other Contracting Party own shares.

Article 6. Compensation for Losses

1. Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or other armed conflict, a state of national emergency, civil disturbance or other similar events in the territory of the other Contracting Party shall be accorded by the latter Contracting Party treatment, as regards restitution, indemnification, compensation or other settlement, no less favourable than that which the latter Contracting Party accords to its own investors or to investors of my third State, whichever is more favourable.

2. Without prejudice to paragraph 1 of this Article, investors of one Contracting Party who, in any of the situations referred to in that paragraph suffer losses in the territory of the other Contracting Party resulting from:

a) requisitioning of their investment or part thereof by the latter's forces or authorities, or

b) destruction of their investment or part thereof by the latter's forces or authorities, which was not required by the necessity of the situation,

shall be accorded restitution or compensation which in either case shall be prompt, adequate and effective.

Article 7. Transfers

1. Each Contracting Party shall permit, in respect of investments of investors of the other Contracting Party, the unrestricted transfer of all payments relating to an investment.

The transfers shall be effected without delay, in a freely convertible currency, at the market rate of exchange applicable on the date of transfer, and in accordance with any procedures or formalities applicable in the host Contracting Party.

2. Such transfers shall include in particular, though not exclusively:

a) capital and additional amounts to maintain or increase the investment;

b) returns;

c) funds in repayment of loans;

d) proceeds of sale or liquidation of the whole or any part of the investment;

e) compensation under Articles 5 and 6;

f) payments arising out of the settlement of a dispute.

3. Notwithstanding Paragraphs 1 and 2, a Contracting Party may prevent or delay a transfer through the equitable, non-discriminatory, and good faith application of its laws and regulations 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 offences and the recovery of the proceeds of crime;

(d) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities;

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

(t) taxation;

(g) social security, public retirement, or compulsory savings schemes; and

(h) severance entitlements d employees.

4. In case of serious balance of payments difficulties or the threat thereof, each Contracting Party may temporarily restrict transfers, provided that such a Contracting Party implements measures or a programme in accordance with the International Monetary Fund standards. These restrictions would be imposed on an equitable, non-discriminatory and in good faith basis.

Article 8. Subrogation

If the investments of an investor of one Contracting Party in the territory of the other Contracting Party are insured against non-commercial risks under a legal system of guarantee, any subrogation of the insurer into the rights of the said investor pursuant to the terms of such insurance shall be recognized by the other Contracting Party, without prejudice to the rights of the investor under Article 10 of this Agreement.

Article 9. Settlement of Disputes between the Contracting Parties

1. Any dispute between the Contracting Parties concerning the interpretation or application of this Agreement shall, if possible, be settled by negotiations, through diplomatic channels.

2. If the dispute cannot thus be settled within six months from the beginning of the negotiations, it shall, upon request of either Contracting Party be submitted to an arbitration tribunal.

3. The arbitration tribunal shall be constituted ad hoc as follows: Each Contracting Party shall appoint one arbitrator and these two arbitrators shall agree upon a national of a third State as chairman. The arbitrators shall be appointed within three months, the chairman within five months from the on which either Contracting Party has informed the other Contracting Party that it intends to submit the dispute to an arbitration tribunal.

4. If within the periods specified in paragraph 3 of this Article the necessary appointments have not been made, either Contracting may, in the absence of any other agreement, invite the President of the International Court of Justice to make the necessary appointments. If the President of the Court is a national of either Contracting Party or if he is otherwise prevented from discharging the said function, the Vice-President or if he too is a national of either Contracting Party or is otherwise prevented from discharging the said function, the Member of the Court next in seniority, who is not a national of either Contracting Party, shall be invited to make the necessary appointments.

5. The arbitration tribunal shall decide on the basis of respect of the law, including particularly this Agreement and other relevant agreements between the Contracting Parties, as well as the generally acknowledged rules and principles of international law.

6. Unless the Contracting Parties decide otherwise, the tribunal shall determine its own procedure.

The tribunal shall reach its decision by a majority of votes. Such decision shall be final and binding on the Contracting Parties.

7. Each Party shall bear the cost of the arbitrator appointed by itself and of its representation. The cost of the chairman as well as the other costs will be born in equal parts by the Contracting Parties. The tribunal may, however, in its decision direct that a higher proportion of costs shall be borne by one of the two Parties and this award shall be binding on both Contracting Parties.

Article 10. Settlement of Disputes between an Investor and a Contracting Party

1. Disputes between an investor of a Contracting Party and the other Contracting Party concerning an obligation of the latter under this Agreement, in relation to an investment of the former, shall, if possible, be settled by the disputing parties in an amicable way.

2. If such disputes cannot be settled within six months from the date either party requested amicable settlement, the investor concerned may submit the dispute for resolution, either:

a) to the competent courts of the Contracting Party in the territory of which the investment has been made, or

b) in accordance with any applicable previously dispute settlement procedure, or

c) to international arbitration.

Once the investor has submitted the dispute under any of the procedures stipulated above, that choice is final.

3. Where the dispute is referred to international arbitration die investor concerned may submit the dispute to:

a) the International Centre for the Settlement of Investment Disputes (the "Centre"),

established under the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, opened for signature at Washington D.C. on 18 March 1965 (the "Washington Convention") , arbitration or conciliation, if both Contracting Parties are parties to the Washington Convention or

b) the Additional Facility of the Centre, if only one of the Contracting Parties is a signatory to the Washington Convention, for arbitration or conciliation, or

c) an ad hoc arbitral tribunal to be established under the arbitration rules of the United Nations Commission on International Trade Law (U.N.C.I.T.R.A.L.).

Each Contracting Party hereby consents to the submission of such dispute to international arbitration.

A natural person possessing the nationality of a Contracting Party may not pursue a claim against that Party under this paragraph.

4. The arbitral tribunal shall decide the dispute in accordance with the provisions of this Agreement, the law of the Contracting Party which is party to the dispute, (including its rules on the conflict of laws) and such rules of international law as may be applicable. The awards of arbitration shall be final and binding on both parties to the dispute. Each Contracting Party shall carry out without undue delay any such award and shall provide in its territory for the enforcement of such award.

5. During arbitration proceedings or the enforcement of the award, the Contracting Party involved in the dispute shall not raise the objection that the investor of the other Contracting Party has received compensation under an insurance contract in respect of all or part of the damage.

Article 11. Application of other Rules

1. If the provisions of law of either Contracting Party or obligations under international law existing at present or established hereafter between the Contracting Parties in addition to this Agreement, contain a regulation, whether general or specific, entitling investments by investors of the other Contacting Party to a treatment more favourable than is provided for by this Agreement, such regulation shall, to the extent that it is more favourable, prevail over this Agreement.

2. Each Contracting Party shall observe any other obligation it may have entered into with regard to a specific investment of an investor of the other Contracting Party.

Article 12. Consultation

Representatives of the Contracting Parties shall, whenever necessary, hold consultations on any matter affecting the implementation of this Agreement. These consultations shall be held on the proposal of one of the Contracting Parties at a place and at a time to be agreed upon through diplomatic channels.

Article 13. Entry Into Force - Duration - Termination

1. This Agreement shall enter into force thirty days after the date on which the Contracting Parties have exchanged notifications informing each other that the procedures required by their respective laws for its entry into force have been completed. It shall remain in force for a period of ten years from that date.

2. Unless notice of termination has been given by either Contracting Party at least one year before the date of expiry of its validity, this Agreement shall thereafter be extended automatically for periods often years, each Contracting Party reserving the right to terminate the Agreement upon notice of at least one year before the date of expiry of its current period of validity.

3. In respect of investments made prior to the date of termination of this Agreement, the foregoing Articles shall continue to be effective for a further period of ten years from that date.

Conclusion

Done in duplicate at Hanoi, on October 13th, 2008, in the Greek, Vietnamese and English languages, all texts being equally authentic.

In case of divergence the English text shall prevail.

FOR THE GOVERNMENT OF THE HELLENIC REPUBLIC

PETROS DOUKAS

DEPUTY MINISTER FOR FOREIGN AFFAIRS

FOR THE GOVERNMENT OF THE SOCIALIST REPUBLIC OF VIET NAM

NGUYEN BICH DAT

DEPUTY MINISTER OF PLANNING AND INVESTMENT