TEXT: PROPOSED BILATERAL AGREEMENT BETWEEN OPIC, VIETNAM
(Agreement will enable OPIC to reopen Vietnam programs)

Washington -- The Overseas Private Investment Corporation (OPIC) signed a new bilateral agreement with Vietnam March 19, thus clearing one of the final hurdles to re-opening OPIC's programs in that country, according to a March 19 OPIC press release.

The agreement, which will become effective when the counter-signing in Vietnam takes place, will provide protections and guarantees necessary for OPIC to operate in Vietnam, OPIC said.

Following is the text of the proposed agreement:

(begin text)

AGREEMENT BETWEEN THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND THE GOVERNMENT OF THE SOCIALIST REPUBLIC OF VIETNAM
REGARDING THE OPERATIONS OF
THE OVERSEAS PRIVATE INVESTMENT CORPORATION IN VIETNAM

THE GOVERNMENT OF THE UNITED STATES OF AMERICA
and THE GOVERNMENT OF THE SOCIALIST REPUBLIC OF VIETNAM;

REAFFIRMING their Common desire to establish and develop mutually beneficial and equitable investment cooperation between the two countries on the basis of mutual respect; and

RECOGNIZING that this objective can be promoted through investment support provided by the Overseas Private Investment Corporation ("OPIC"), a development institution and an agency of the United States of America, in the form of Investment insurance and reinsurance, debt and equity investments and investment guaranties;

HAVE HEREBY AGREED as follows:

ARTICLE 1

As used in this Agreement, the following terms have the meanings herein provided. The term "Investment Support" refers to any debt investment, any equity investment provided to encourage or support an investment made by a non-governmental investor from the United States of America, any investment guaranty, and any investment insurance or reinsurance which is provided by the Issuer in connection with a project in the territory of the Socialist Republic of Vietnam. The term "Issuer" refers to OPIC and any successor agency of the United States of America, and any agent of either, to the extent such agent is acting within the scope of authority delegated by OPIC or any such successor. The term "Taxes" means all present and future taxes and tax-like obligations imposed by the Government of the Socialist Republic of Vietnam and all liabilities with respect thereto.

ARTICLE 2

(a) The Issuer shall not be subject to the regulatory laws of the Socialist Republic of Vietnam specifically applicable to insurance or financial organizations. Except to the extent otherwise provided in this Agreement, the operations of the Issuer in Vietnam shall be subject to appropriate Vietnamese law and applicable international law.

(b) As the Issuer is a government agency acting for the purpose of encouragement and support of investors, all operations and activities undertaken by the Issuer in connection with any Investment Support, and all payments, whether of interest, principal, fees, dividends, premiums, or the proceeds from the liquidation of assets or of any other nature, that are made, received or guaranteed by the Issuer in connection with any Investment Support shall be exempt from Taxes. The Issuer shall not be subject to any Taxes in connection with any transfer, succession or other acquisition which occurs pursuant to paragraph (c) of this Article or Article 3(a) hereof. Any project in connection with which Investment Support has been provided shall be subject to applicable Vietnamese taxes, including in the case of liquidation, but shall be accorded tax treatment no less favorable than that accorded to similar projects benefiting from the investment support programs of any other national or multilateral development institution which operates in Vietnam.

(c) If the Issuer makes a payment to any person or entity, or exercises its rights as a creditor or subrogee, in connection with any Investment Support, the Government of the Socialist Republic of Vietnam shall recognize the transfer to, or acquisition by, the Issuer of any cash, accounts, credits, instruments or other assets in connection with such payment or the exercise of such rights, as well as the succession of the Issuer to any right, title, claim, privilege or cause of action existing, or which may arise, in connection therewith.

(d) With respect to any interests transferred to the Issuer or any interests to which the Issuer succeeds under this Article, the Issuer shall assert no greater rights than those of the person or entity from whom such interests were received, provided that nothing in this Agreement shall limit the right of the Government of the United States of America to assert a claim under international law in its sovereign capacity, as distinct from any rights it may have as the Issuer pursuant to paragraph (c) of this Article.

ARTICLE 3

(a) Amounts in the currency of the Socialist Republic of Vietnam, including cash, accounts, credits, instruments or otherwise, acquired by the Issuer upon making a payment, or upon the exercise of its lights as a creditor, in connection with any Investment Support provided by the Issuer for a project in Vietnam, shall be accorded treatment in the territory of the Socialist Republic of Vietnam no less favorable as to use and conversion than the treatment to which such fluids would have been entitled in the hands of the person or entity from which the Issuer acquired such amounts.

(b) Such currency and credits may be transferred by the Issuer to any person or entity and upon such transfer shall be freely available for use by such person or entity in the territory of the Socialist Republic of Vietnam in accordance with its laws.

ARTICLE 4

(a) Any dispute between the Government of the United States of America and the Government of the Socialist Republic of Vietnam regarding the interpretation of this Agreement or which, in the opinion of either party hereto, presents a question of international law arising out of any project or activity for which Investment Support has been provided shall be resolved, insofar as possible, through negotiations between the two Governments. If, six months following a request for negotiations hereunder, the two Governments have not resolved the dispute, the dispute, including the question of whether such dispute presents a question of international law, shall be submitted, at the initiative of either Government, to an arbitral tribunal for resolution in accordance with paragraph (b) of this Article.

(b) The arbitral tribunal referred to in paragraph (a) of this Article shall be established and shall function as follows:

(i) Each Government shall appoint one arbitrator. These two arbitrators shall by agreement designate a president of the tribunal who shall be a citizen of a third state and whose appointment shall be subject to acceptance by the two Governments. The arbitrators shall be appointed within three months, and the president within six months, of the date of receipt of either Government's request for arbitration. If the appointments are not made within the foregoing time limits, either Government may, in the absence of any other agreement, request the Secretary-General of the International Centre for the Settlement of Investment Disputes to make the necessary appointment or appointments. Both Governments hereby agree to accept such appointment or appointments.

(ii) Decisions of the arbitral tribunal shall be made by majority vote and shall be based on the applicable principles and rules of international law. Its decision shall be final and binding.

(iii) During the proceedings, each Government shall bear the expense of its arbitrator and of its representation in the proceedings before the tribunal, whereas the expenses of the president and other costs of the arbitration shall be paid in equal parts by the two Governments. In its award, the arbitral tribunal may reallocate expenses and costs between the two Governments.

(iv) In all other matters, the arbitral tribunal shall regulate its own procedures.

ARTICLE 5

(a) This Agreement shall enter into force from the date of the second signature set forth below.

(b) This Agreement shall continue in force until six months from the date of a receipt of a note by which one Government informs the other of an intent to terminate this Agreement. In such event, the provisions of this Agreement shall, with respect to Investment Support provided while this Agreement was in force, remain in force so long as such Investment Support remains outstanding, but in no case longer than twenty years after the termination of this Agreement.

IN WITNESS WHEREOF, the undersigned, duly authorized by their respective Governments, have signed this Agreement.

DONE on behalf of the Government of the United States of America in Washington on the l9th day of March, 1998; and

DONE on behalf of the Government of the Socialist Republic of Vietnam in Hanoi on the __ day of March 1998.

DONE at _________________________ on the _____ day of__________ 199 __.

This Agreement is made in duplicate, in the English and Vietnamese languages, both texts being equally authentic.

FOR THE GOVERNMENT OF THE UNITED STATES OF AMERICA

FOR THE GOVERNMENT OF THE SOCIALIST REPUBLIC OF VIETNAM

(end text)

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