Article 12. Temporary Sefeguard Measure

1. A Party may adopt or maintain restrictions on payments or transfers related to investments:

(a) In the event of serious balance of payments and external financial difficulties or threat thereof,

(b) Ensuring the integrity o f a party's financial system

It is recognized that particular pressures on the balance of payments of a Party in the process of economic development may necessitate the use of restrictions to ensure, inter alia, the maintenance of a level of financial reserves adequate for the implementation of its program of economic development.

2. The restrictions referred to in paragraph 1 shall:

(a) Not exceed those necessary to deal with the circumstances described in paragraph 1;

(b) Be temporary and be phased out progressively as the situation specified in paragraph 1 improves;

(c) Be applied on a non-discriminatory basis such that the other Party is treated no less favorably than non-Parry.

3. Any restrictions adopted or maintained under paragraph 1 or any changes therein shall be promptly notified to the other Party,

4. The Party adopting any restrictions under paragraph 1 shall commence consultations with the other Party in order to review the restrictions adopted by it.

Article 13. Investment and Environment

1. The Parties recognize that their respective environmental laws policies and multilateral environmental agreements to which they are both party, play an important role in protecting the environment.

2. The Parties recognize that each Party retains the right to exercise discretion with respect to regulatory, compliance, investigatory, and prosecutorial matters and to make decisions regarding the allocation of resources to enforcement with respect to other environmental matters determined to have higher priorities.

3. The Parties recognize that each Parry undertakes to respect and observe the social responsibility owed to the other Party.

4. Nothing in this Agreement shall be constructed to prevent a Party from adopting maintaining, or enforcing, in a non-discriminatory manner, any measure otherwise consistent with this Agreement that it considers appropriate to ensure that investment activity in its territory is undertaken in a manner sensitive to environmental and social concerns.

Article 14. Impact Assessment

1. Investors or the investment shall comply with environmental assessment screening and assessment processes applicable to their proposed investments prior to their establishment, as required by the laws of the host state for such an investment or the laws of the home state for such an investment, whichever is more rigorous in relation to the investment in question.

2. Investors or the investment shall conduct a social impact assessment of the potential investment. The Parties shall adopt standards for this purpose at the meeting of the Joint Committee.

3. Investors, their investment and host state authorities shall apply the precautionary principle to their environmental impact assessment and to decisions taken in relation to a proposed investment, including any necessary mitigation or alternative approaches of the precautionary principle by investors and investments shall be described in the environmental impact assessment they undertake.

Article 15. Investment, Labour and Human Rights Protection

1. The Parties reaffirm their respective obligations as members of the International Labour Organization (ILO) and their commitments under the ILO Declaration on Fundamental Principles and Rights at Work and its Follow-up.

2. The parties recognize that it is inappropriate to encourage investment by weakening or reducing the protection accorded in domestic labour laws. Accordingly, each Party shall ensure that it does not waive or otherwise derogate from or offer to waive or otherwise derogate from its labour laws where the waiver or derogation would be inconsistent with the labour rights conferred by domestic laws and international labour instruments in which both are parties are signatories, or fail to effectively enforce its labour laws through a sustained or recurring course of action o r inaction.

3. The Parties recognize that it is inappropriate to encourage investment by relaxing domestic labour, public health or safety. They shall not waive or otherwise derogate from, or offer to waive or otherwise derogate from, such measures as an encouragement for the establishment, acquisition, expansion, or retention in their territories, of an investment.

4. Each Party shall ensure that its laws and regulations provide for high levels of labour and human rights protection appropriate to its economic and social situation, and shall strive to continue to improve these law and regulations.

5. All parties shall ensure that their laws, policies and actions are consistent with the international human rights agreements to which they are a Party.

Article 16. Subrogation

1. Where one Party or its designated agency has guaranteed any indemnity against non-commercial risks in respect of an investment by any of its investors in the territory of the other Party and has made payment to such investors in respect of their claims under this agreement, the other Party agrees that the first Party or its designated agency is entitled by virtue of subrogation to exercise the rights and assert the claims of those investors. The subrogated rights or claims shall not exceed the original rights or claims of such investors.

2. In case of subrogation as defined in paragraph 1 of this Article, the investor shall not be entitled to require a claim, unless he is authorized to do so by the Party or its designated agency.

Article 17. Anti-corruption

1. Each Contracting Party shall ensure that measures and efforts are undertaken to prevent and combat corruption regarding matters covered by this Agreement in accordance with its laws and regulations

2. Investors and their Investments shall not, prior to the establishment of an Investment or afterwards, offer, promise or give any undue pecuniary or other advantage, whether directly or through intermediaries, to a public official of the Host State, or a member of an official's family or business associate or other person in close proximity to an official, for that official or for a third party, in order that the official or third party act or refrain from acting in relation to the performance of official duties, in order to achieve any favour in relation to a proposed investment or any licences, permits, contracts or other rights in relations to an investment.

3. Investors and their Investments shall not be complicit in any act described in Paragraph 1 above, including incitement, aiding and abetting, and conspiracy to commit or authorization of such acts.

4. A breach of this article by an investor or an investment is deemed to constitute a breach of the domestic law of the Host State Party concerning the establishment and operation of an investment.

5. The States Parties to this Agreement, consistent with their applicable law, shall prosecute and where convicted penalize persons that have breached the applicable law implementing this obligation.

Article 18. Post-establishment Obligations

1. Investments shall, in keeping with good practice requirements relating to the size and nature of the investment, maintain an environmental management system. Companies in areas of resource exploitation and high-risk industrial enterprises shall maintain a current certification to ISO 14001 or an equivalent environmental management standard.

2. Investors and investments shall uphold human rights in the host state.

3. Investors and investments shall act in accordance with core labour standards as required by the ILO Declaration on Fundamental Principles and Rights of Work, 1998.

4. Investors and investments shall not manage or operate the investments in a manner that circumvents international environmental, labour and human rights obligations to which the host state and/or home state are Parties.

Article 19. Corporate Governance and Practices

1. In accordance with the size and nature of an investment,

(a) Investments shall meet or exceed national and internationally accepted standards of corporate governance for the sector involved, in particular for transparency and accounting practices.

(b) Investments shall establish and maintain, where appropriate, local community liaison processes, in accordance with internationally accepted standards when available.

(c) Where relevant internationally accepted standards of the type described in this Article are not available or have been developed without the participation of developing countries, the Joint Committees may establish such standards.

Article 20. Investor Liability

Investors shall be subject to civil actions for liability in the judicial process of their home state for the acts or decisions made in relation to the investment where such acts or decisions lead to significant damage, personal injuries or loss of life in the host state.

Article 21. Access to Investor Information

1. Host States have the right to seek information from a potential Investor or its home state about its corporate governance history and its practices as an Investor, including in its home state.

2. Host States shall protect confidential business information they receive in this regard.

3. Host States may make the information provided available to the public in the community where the investment may be located, subject to the protection of confidential business information and to other applicable domestic laws.

Article 22. Denial of Benefits

1. A Party may deny the benefits of this Agreement to an Investor of another Party that is an Investment of such Party and to Investments of such investor if investors of a non-Party own or control the Investment and the denying Party:

(a) Does not maintain diplomatic relations with the non-Party; or

(b) Adopts or maintains measures with respect to the non-Party that prohibit transactions with the investment or that would be violated or circumvented if the benefits of this Agreement were accorded to the Investment or to its Investments.

2. A Party may deny the benefits of this Agreement to an Investor of another Party that is an investment of such other Party and to Investments of that Investor if the Investment has no substantial business activities in the territory of the other Party and persons of non-Party, or of the denying Party, own or control the Investment.

Article 23. Right of State to Regulate

1. In accordance with customary international law and other general principles of international law, the Host State has the right to take regulatory or other measures to ensure that development in its territory is consistent with the goals and principles of sustainable development, and with other legitimate social and economic policy objectives.

2. Except where the rights of Host State are expressly stated as an exception to the obligation of this Agreement, a Host State's pursuit of its rights to regulate shall be understood as embodied within a balance of the rights and obligations of Investors and Investments and Host States, as set out in the Agreement.

3. For greater certainty, non-discriminatory measures taken by a State Party to comply with its international obligations under other treaties shall not constitute a breach o f this Agreement.

4. Investors and investments shall not manage or operate the investments in a manner that circumvents international environmental, labour and human rights obligations to which the host state and/or home state are Parties.

Article 24. Corporate Social Responsibility

1. In addition to the obligation to comply with all applicable laws and regulations of the Host State and the obligations in this Agreement, and in accordance with the size, capacities and nature of an investments, and taking into account the development plans and priorities of the Host State and the Sustainable Development Goals of the United Nations, investors and their investments should strive to make the maximum feasible contributions to the sustainable development of the Host State and local community through high levels of socially responsible practices.

2. Investors should apply the ILO Tripartite Declaration on Multinational Investments and Social Policy as well as specific or sectorial standards of responsible practice where these exist.

3. Where standards of corporate social responsibility increase, investors should strive to apply and achieve the higher level standards.

Article 25. Assistance and Facilitation for Foreign Investment

1. The Home State should assist the Host State in the promotion and facilitation of foreign investment in particular by their own investors. Such assistance shall be consistent with the development goals and priorities of the Host State. Such assistance may include, inter alia :

(a) Capacity building with respect to Host State agencies and programs on investment promotion and facilitation;

(b) Insurance programs based on commercial principles;

(c) Technology transfer; and

(d) Periodic trade missions, support for joint business councils and other cooperative efforts to promote sustainable investments.

(e) The Home State shall inform the Host State of the form and extent of available assistance as appropriate for the type and size of different Investments.

Article 26. Disputes Prevention

1. Before initiating an eventual arbitration procedure, any dispute between the Parties shall be assessed through consultations and negotiations by the Joint Committee.

2. A Party may submit a specific question of interest of an investor to the Joint Committee:

(a) To initiate the procedure, the Party of the interested investor shall submit, in writing, its request to the Joint Committee, specifying the name of the interested investor and the encountered challenges and difficulties;

(b) The joint Committee shall have 90 days, extendable by mutual agreement by 60 additional days, upon justification, to submit relevant information about the presented case;

(c) In order to facilitate the search for a solution between the Parties, whenever possible, the following shall participate in the bilateral meeting:

- Representatives of the Investor;

- Representatives of the Parties or non-party entities involved in the measure or situation under consultation.

(d) The procedure for dialogue and bilateral consultation ends by the initiative of any Party upon presentation of summarized report in the subsequent Joint Committee meeting, that shall include:

- Identification of the Party;

- Identification of the Investors;

- Description of the measure under consultation; and

- Position of the Parties concerning the measure.

3. The Joint Committee shall, whenever possible, call for special meetings to review the submitted matters.

4. The meeting of the Joint Committee and all documentation, as well as steps taken in the context of the mechanism established in this Article, shall remain confidential, except for the submitted reports.

5. If the dispute cannot be resolved within six (6) months from the date of the written request for consultations and negotiations, the investor may, after the exhaustion of local remedies or the domestic courts of host State, resort to international arbitration mechanisms.

Article 27. Settlement of Disputes between a Party and Investor of the other Party

1. If disputes cannot be settled according to the provisions of article 26, the Investor concerned may submit at his preference the dispute settlement to:

(a) The International Center for the settlement disputes established under the Convention on the Settlement of Investment Disputes between States and Nationals of Other States of March 18, 1965 done in Washington, D.C, if this Convention is applicable to the Parties;

(b) An arbitral ad hoc tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL).

(c) Any other arbitral institutions or any arbitration rules, if the disputing parties agree.

2. The Arbitral Tribunal shall be established as follows:

(a) Each Party to the dispute shall appoint one arbitrator, and the two arbitrators thus appointed, shall select by mutual agreement a third arbitrator, who must be a citizen of a third country, and who shall act as Chairman of the Tribunal. All the arbitrators must be appointed within two months from the date of notification by one Party to the other Party of its intention to submit the dispute to arbitration.

(b) If the periods specified in paragraph (2) (a) herein above have not been respected, either Party, in the absence of any other agreement, shall invite the Secretary General, or Vice-Secretary General of the permanent Court of Arbitration at The Hague to make the necessary appointments.

(c) The Arbitral Tribunal shall reach its decisions by a majority of vote. These decisions shall be final and legally binding upon the parties and shall be enforced. The decisions shall be taken in conformity within the provisions of this Agreement, the national law of the Host Party and the applicable rules of international law.

(d) Each party to the dispute shall bear the cost of its representation in the arbitral proceedings; the cost of arbitrators and the remaining costs shall be borne in equal parts by the parties to the dispute.

(e) No measures of constraint before or after a final award, such as attachment, garnishment or execution, can be taken against the goods of the Party complained against, in particular:

i. Property, including bank accounts, used or intended for use in the exercise of the functions of the diplomatic mission of the Host Party or its consular posts, its special missions, its missions to international organizations, or its delegations in international organizations organs or to international conferences;

ii. Military property or property used or intended to be used in the performance of military functions;

iii. Central bank property or other monetary authority of the Host Party;

iv. Property forming part of the cultural heritage of the Host Party or its archives which are not put or intended to be sold;

v. Property forming part of an exhibition of objects of scientific, cultural and historical value that are not put or intended to be sold.

(f) The Tribunal shall interpret its award and give reasons and bases of its decision at the request of either Party. Unless otherwise agreed by the Parties, the venue of arbitration shall be at the seat of the Permanent Court of Arbitration at the Hague (the Netherlands).

Article 28. Settlement of Disputes between the Parties

1. The Parties shall strive with good faith and mutual cooperation to reach a fair and quick settlement of any dispute arising between them concerning interpretation or execution of this Agreement in accordance to the provisions of Article 19. In the event the dispute has not been settled, it may be submitted at the request of either Party to an Arbitral Tribunal composed o f three members.

2. Within a period of two months from the date of receiving the said request each Party shall appoint one arbitrator, and the two arbitrators so appointed shall appoint, within a period of two months and with the approval of both Parties a national of a third country as Chairman of the Tribunal.

3. Within the periods specified in paragraph (2) of this Article the necessary appointments have not been made, either Party may, in the absence of any other agreement, invites the President of the International Court of Justice to make any necessary appointments. If the President is a national of either Party or otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments. If the Vice-President is a national of either Party or if the too is prevented from discharging the said function, the member of the International Court of Justice next in seniority who is not a national of either Party shall be invited to make the necessary appointments.

4. The Arbitral Tribunal shall reach its decisions by a majority of votes. Such decisions shall be final and binding on both Parties. Each Party shall bear the cost of its own member of the Tribunal and of its representation in the arbitral proceedings; the cost of the Chairman and the remaining costs shall be borne in equal parts by the Parties. The Tribunal may, however, decide that a higher proportion of costs shall be borne by one of the two Parties and this award shall be binding on both Parties. The tribunal shall determine its own procedures.

5. Unless agreed otherwise by the Parties, the venue of Arbitration shall be the seat of the Permanent Court of Arbitration at The Hague (The Netherlands).

6. All claims shall be submitted and all hearing session shall be completed within a period of six months from the date the third member is appointed, unless otherwise agreed. The Tribunal shall issue its decision within two months from the date of submitting the final claims or the date of closing the general sessions, whichever is later.

7. It shall not be permitted to submit a dispute to an Arbitral Tribunal pursuant to the provisions of this Article, if the same dispute was submitted to another Arbitral Tribunal which is still under hearing by that Tribunal save where there is consolidation.

Article 29. Consolidation

1. Where two or more claims have been submitted separately to arbitration under Articles 27 and 28 respectively and the claims have a question of law or fact in common and arise out of the same events or circumstances, any disputing party may seek a consolidation order in accordance with this Agreement of all the disputing Parties sought to be covered by the order.

2. The Parties at the Joint Committee shall agree on the procedure for consolidation and who shall be the appointing authority.

Article 30. Amendment

This Agreement may be amended at any time at the request of either Party giving the other Party six (6) months' notice in writing and such amendment shall enter into force upon notification through Diplomatic Channel by Parries that their respective constitutional requirements for its entry into force have been fulfilled.

Article 31. Entry Into Force

This Agreement, or any amendments thereof, shall enter into force on the latter date on which either Party notifies the other that its internal juridical requirements for the entry into force of this Agreement or its amendments have been fulfilled.

Article 32. Duration

This Agreement shall remain in force for a period of ten (10) years, and may be renewed for a further period as may be agreed by the parries. Either party may give notice in writing in the ninth (9) year ofits intention to renew the Agreement.

Article 33. Periodic Review this Agreement

1. The State Parries shall meet every five years after the entry into force of this Agreement to review its operation and effectiveness, including the levels of investment between the Parties.

2. The State Parries may adopt joint measures in order to improve the effectiveness of this Agreement.

Article 34. Termination

At any time, either of the parties may terminate this Agreement by providing written notice of termination to the other party. The termination shall take effect on a date the parties agree on, or, if the parries are unable to reach an agreement, 6 months after the date on which the termination notice is delivered.

Conclusion

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective Governments, have signed this Agreement in two languages, English and Arabic. Both texts being equally authentic. In case of difference of interpretation, the English text shall prevail.

Done at Abuja, on 3 December 2016.

For the Government of the Kingdom of Morocco

Mr. Mohamed BOUSSAID

Minister of Economy and Finance

For the Government of Federal Republic of Nigeria

M. Okechukwu ENELAMAH

Minister of industry, Trade and Investment