* Unofficial

Agreement between the Swiss Confederation and the Republic of Zimbabwe on the Promotion and Reciprocal Protection of Investments

Preamble

The Swiss Federal Council and the Government of the Republic of Zimbabwe,

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

Intending to create and maintain favourable conditions for investments by investors of one Contracting Party in the territory of the other Contracting Party;

Recognizing the need to promote and protect foreign investments with the aim to foster the economic prosperity of both States,

Have agreed as follows:

For the purpose of this Agreement:

a.

natural persons who, according to the law of that Contracting Party, are considered to be its nationals;

b.

legal entities, including companies, corporations, business associations and other organisations, which are constituted or otherwise duly organised under the law of that Contracting Party and have their seat in the territory of the same Contracting Party;

a.

movable and immovable property as well as any other rights in rem, such as servitudes, mortgages, liens, pledges;

b.

shares, parts or any other kinds of participation in companies;

c.

claims to money or to any performance having an economic value;

d.

copyrights, industrial property rights (such as patents, utility models, industrial designs or models, trade or service marks, trade names, indications of origin), know-how and goodwill;

e.

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

A change in the form in which assets are invested does not affect their character as investments.

3.

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

4.

The term "territory" means the territory of each Contracting Party over which that State may exercise sovereign rights or jurisdiction according to international law.

5.

The term "law" includes laws as well as published administrative rules and regulations.

This Agreement shall apply to all investments made before or after its entry into force by investors of either Contracting Party in the territory of the other Contracting Party which have been or are made in accordance with the laws of the latter Contracting Party.

Article 3 Promotion, admission

1.

Each Contracting Party shall in its territory promote as far as possible investments by investors of the other Contracting Party and admit such investments in accordance with its laws.

2.

Each Contracting Party shall grant, in accordance with its laws, the necessary permits in connection with such investments, including permits for the carrying out of licensing agreements and contracts for technical, commercial or administrative assistance, as well as authorisations required for the activities of consultants or experts.

2.

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

3.

Each Contracting Party shall in its territory accord investors of the other Contracting Party treatment not less favourable than that which it accords to its own investors or to investors of any third State, whichever is more favourable to the investor concerned.

4.

If a Contracting Party accords special advantages to investors of any third State by virtue of an agreement establishing a free trade area, a customs union, a common market or a similar regional organisation or by virtue of an agreement on the avoidance of double taxation, it shall not be obliged to accord such advantages to investors of the other Contracting Party.

Contracting Party in whose territory investments have been made by investors of the Contracting Party shall grant those investors the free transfer of the payments relating e investments, particularly of:

a.

returns;

b.

repayments of loans;

c.

amounts assigned to cover expenses relating to the management of the investment;

d.

royalties and other payments deriving from rights enumerated in Article 1, paragraph (2), letters (c), (d) and (e) of this Agreement;

e.

additional contributions of capital necessary for the maintenance or development of the investment;

f.

the proceeds of the sale or of the partial or total liquidation of the investment, including possible increment values.

a.

requisitioning of their property by its forces or authorities, or

shall be accorded restitution or adequate compensation. Resulting payments shall be freely transferable.

Article 8 Other obligations

1.

If provisions in the laws of either Contracting Party or in international agreements entitle investments by investors of the other Contracting Party to treatment more favourable than is provided for by this Agreement, such provisions shall to the extent that they are more favourable prevail over this Agreement.

2.

Each Contracting Party shall observe any other obligation it has assumed with regard to investments in its territory by investors of the other Contracting Party.

Article 9 Principle of subrogation

Where one Contracting Party has granted any financial guarantee against non commercial risks in regard to an investment by one of its investors in the territory of the other Contracting Party, the latter shall recognize the rights of the first Contracting Party by virtue of the principle of subrogation to the rights of the investor when payment has been made under this guarantee by the first Contracting Party.

1.

For the purpose of solving disputes with respect to investments between a Contracting Party and an investor of the other Contracting Party and without prejudice to Article 11 of this Agreement (Disputes between Contracting Parties), consultations will take place between the parties concerned.

4.

The Contracting Party which is a party to the dispute shall not at any time during the procedures assert as a defence its immunity or the fact that the investor has received compensation under an insurance contract covering the whole or part of the incurred damage or loss.

5.

Neither Contracting Party shall pursue through diplomatic channels a dispute submitted to the arbitration of the Centre unless the other Contracting Party does not abide by and comply with the award rendered by the arbitral tribunal.

6.

The arbitral award shall be final and binding for the parties involved in the dispute and shall be enforceable in accordance with the laws of the Contracting Party in which the investment in question is located.

1.

Where a dispute arises concerning this Agreement, the Parties agree to consult and negotiate on any matter related to its interpretation or application. The Parties shall accord the necessary consideration and opportunity for such consultations and negotiations.

2.

In the event that the consultations and negotiations fail to .resolve the dispute within a period of six months from the date of request for consultations and negotiations, either of the Parties may, unless they have otherwise agreed, submit the dispute to an arbitral tribunal composed of three members. Each Party shall appoint one arbitrator. The third arbitrator, who will be the Chairman of the arbitral tribunal and a national of a third State, shall be appointed by agreement of the other two arbitrators. If any of the arbitrators are unable to perform the duties, a substituting arbitrator shall be appointed as provided for in this Article.

3.

Should one of the Parties fail to appoint its arbitrator within two months after the other Party has submitted the dispute to arbitration and has appointed its arbitrator, the latter Party may request the President of the International Court of Justice to make the corresponding appointment. If the latter is prevented from making such appointment or is a national of either Party, the Vice President or the most senior member of the Court shall make such an appointment.

4.

In the event that the two arbitrators appointed by the Parties are unable to reach an agreement concerning the third arbitrator within two months after their appointment, either Party may request the President of the International Court of Justice to make the corresponding appointment. If the latter is prevented from making such an appointment or is a national• of either Party, the Vice President or the most senior member of the Court shall make such an appointment.

5.

The tribunal shall determine its own procedures, unless the Parties agree otherwise. The tribunal shall decide the dispute according to this Agreement and to other relevant agreements between the Parties and to the other rules of international law and shall take into account, as may be appropriate, relevant domestic laws. The tribunal shall reach its decision by a majority of votes. Such a decision shall be final and binding for both Parties.

Article 12 Final provisions

1.

This Agreement shall enter into force on the day when both Governments have notified each other. that they have complied with the constitutional requirements for the conclusion and entry into force of international agreements, and shall remain binding for a period of ten years. Unless written notice of termination is given six months before the expiration of this period, the Agreement shall be considered as renewed on the same terms for a period of two years, and so forth.

2.

In case of official notice as to the termination of the present Agreement, the provisions of Articles 1 to 11 shall continue to be effective for a farther period of ten years for investments made before official notice was given.

Done at Harare, on 15th August 1996, in the English and French languages, each text being equally authentic.

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