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AGREEMENT
BETWEEN
THE SLOVAK REPUBLIC
AND
THE REPUBLIC OF UGANDA
FOR THE PROMOTION AND RECIPROCAL PROTECTION 
OF INVESTMENTS

The Slovak Republic and the Republic of Uganda (hereinafter referred to as the "Contracting Parties");

Desiring to intensify economic cooperation to the mutual benefit of both Contracting Parties;

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

Recognizing that the promotion and reciprocal protection of investments shall be conducive to the stimulation of economic prosperity in both Contracting Parties;

Have agreed as follows:

ARTICLE 1
Definitions

For the purposes of this Agreement:

1.	The term “investment” means every kind of assets invested by investors of one Contracting Party in the territory of the other Contracting Party in accordance with the laws and regulations of the latter Contracting Party and shall include, in particular, though not exclusively:

a)	movable and immovable property and invested and reinvested returns and any other property rights such as mortgages, liens, leases, pledges, leases, usufruct and other similar rights;

b)	shares in, stocks and debentures of, and any other form of participation in a company or any business enterprise and rights or interest derived therefrom;

c)	claims to money or to any performance under contract having an economic value;

d)	intellectual property rights that include trademarks, franchises, copyrights, patents, industrial designs, technical processes, know-how, trade secrets, trade names and goodwill associated with an investment; and

e)	business concessions, rights and permits having an economic value conferred by law, administrative decisions or under contract, including concessions to search for, cultivate, extract or exploit natural resources.

Goods that under a leasing agreement are placed at the disposal of a lessee in the territory of one Contracting Party by a lessor being an investor of the other Contracting Party shall be treated not less favourably than an investment. 

Any change of the form in which assets are invested or reinvested shall not affect their character as an investment.

2.	The term “investor” means any natural or legal person of one Contracting Party who invests in the territory of the State of the other Contracting Party:

a)	the term “natural person” means a natural person having the nationality of that Contracting Party in accordance with its laws; and 

b)	the term “legal person”  means any entity such company, firm, joint venture, enterprise, institution or organization which is incorporated or constituted in accordance with the laws and regulations of one of the Contracting Parties and which has its registered office, central administration or principal place of business in the territory of one of the Contracting Parties. However, should such a legal person have only its registered office in the territory of one of the Contracting Parties, its operations must possess a real and continuous link with the economy of one of the Contracting Parties. 

3.	The term “territory” means:

a)	As regards the Slovak Republic, the land territory, internal waters and the air space above them, over which it exercises its sovereignty, sovereign rights and jurisdiction in accordance with international law;

b)	As regards the Republic of Uganda; the land territory, internal waters and the air space above them, over which it exercises its sovereignty, sovereign rights and jurisdiction in accordance with international law.

4.	The term “returns” mean all amounts yielded by investments and, in particular, though not exclusively, include profit, interest, capital gains, dividends, royalties and all kinds of fees and other current income.

5.	The term “freely convertible currency” means the currency that is widely used to make payments for international transactions and widely exchanged in principal international exchange markets.

6.	The term “public purpose” means as established under the national legislation of each of the Contracting Parties.

ARTICLE  2
Promotion and Protection of Investments

1.	Each Contracting Party shall encourage and create favourable conditions in its territory for investments of investors of the other Contracting Party and shall admit such investments in accordance with its laws and regulations.

2.	Subject to the laws relating to the entry and sojourn of aliens, individuals working for an investor of one Contracting Party, as well as members of their household, shall be permitted to enter into, remain on and leave the territory of the other Contracting Party for the purpose of carrying out activities associated with investments in the territory of the latter Contracting Party.

3.	Investments made by investors of each Contracting Party shall be accorded fair and equitable treatment and shall enjoy full protection and security in the territory of the other Contracting Party. 

4.	Neither Contracting Party shall in any way impair by unreasonable or discriminatory measures the operation, management, maintenance, use, enjoyment or disposal of investments in its territory by investors of the other Contracting Party.

5.	Returns yielded from an investment shall be given the same treatment and protection as an investment.

ARTICLE  3
Treatment of Investments

1.	Each Contracting Party shall accord to investors and to investments by investors of the other Contracting Party established in its territory, a treatment which is no less favourable than that which in like circumstances accords to investments made by its own investors or by investors of any third State, whichever is the more favourable.

2.	Each Contracting Party shall accord to investors and to investments by investors of the other Contracting Party upon admission, a treatment which is no less favourable than that accorded to investors and to investments of any third State.

3.	Neither Contracting Party shall mandate or enforce in its territory measures on investments by investors of the other Contracting Party, concerning purchase of materials, means of production, operation, transport, marketing of its products or similar orders having discriminatory effects.  

4.	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 the present Agreement contain a regulation, whether general or specific, entitling investments by investors of the other Contracting Party to a treatment more favourable than is provided for by the present Agreement, such regulation shall, to the extent that it is more favourable, prevail over the present Agreement.

ARTICLE 4
Exemptions

The provisions of this Agreement shall not be construed so as to oblige one Contracting Party to extend to the investors and investments by investors of the other Contracting Party the benefit of any treatment, preference or privilege by virtue of any existing or future:

a)	free trade area, customs union, common market, economic and monetary union or other similar regional economic integration agreement, including regional labour market agreements, to which one of the Contracting Parties is or may become a party; or

b)	agreement for the avoidance of double taxation or other international agreement relating wholly or mainly to taxation; or

c)	multilateral agreement relating wholly or mainly to investments.

ARTICLE 5
Expropriation

1.	Investments of investors of one Contracting Party shall not be nationalized, expropriated or otherwise subjected to any other measures, having an indirect effect equivalent to nationalization or expropriation in the territory of the other Contracting Party except for public purpose and against prompt, adequate and effective compensation. The expropriation shall be carried out on a non-discriminatory basis in accordance with legal procedures. 

2.	Such compensation shall amount to the market value of the expropriated investments immediately before expropriation was taken or before impending expropriation became public knowledge, whichever is the earlier, shall include interest at the applicable commercial rate from the date of expropriation until the date of payment and shall be effectively realizable. Compensation shall be made in a freely convertible currency.

3.	Investors of one Contracting Party affected by expropriation shall have a right to prompt review by a judicial or other independent authority of the other Contracting Party, of their case and of the valuation of their investments in accordance with the principles set out in this Article.

4.	Where a Contracting Party expropriates the assets of a company, which is incorporated or constituted under its laws and regulations, and in which investors of the other Contracting Party own shares, debentures or other forms of participation, the provisions of this Article shall be applied. If the expropriation subject is a common project in the territory of the one of the two Contracting Parties, the compensation value payable to the affected investor of the other Contracting Party shall be assessed on the basis of his portion in this common project. 

5.	The provisions of the Articles (5) and (6) shall also apply to the returns from an investment, as well as, in the event of liquidation, to the proceeds from the liquidation. 

6.	This Article is supplemented by a Protocol, which shall be an integral part of this Agreement. 

ARTICLE 6
Compensation for Losses

1.	Investors of one Contracting Party whose investments suffer losses owing to war or other armed conflict, a state of national emergency, revolt, insurrection, riot or other similar situations in the territory of the other Contracting Party, shall be accorded by the latter Contracting Party, treatment, as regards restitution, indemnification, compensation or other forms of settlement, no less favourable than that which the latter Contracting Party accords to its own investors or to investors of any 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 property by  forces or authorities of the other Contracting Party; or

b)	destruction of their property by  forces or authorities of the other Contracting Party which was not caused in combat action or was not required by the necessity of the situation, 

shall be accorded restitution or adequate compensation in no less favourable than that, which would be accorded under the same circumstances to an investor of the other Contracting Party or to an investor of any other State and shall include interest at a commercial rate established on a market basis from the date of requisitioning or destruction until the date of actual payment.

ARTICLE 7
Transfers

1.	Each Contracting Party shall guarantee to investors of the other Contracting Party, after fulfillment of their financial obligations related to the host Contracting Party, the free transfer of their payments related to investments. Such transfers shall include in particular, though not exclusively:

a)	net profit, capital gains, dividends, interests, royalties, fees and any other current income accruing from investments;

b)	returns;

c)	proceeds obtained from the total or partial sale or disposal of an investment, including the sale of shares;

d)	amounts required for the payment of expenses, which arise from the operation of the investment, such as loan repayments, payments of import letter of credit, advance payment or other similar expenses;

e)	compensation payable pursuant to Articles 5, 6, 10 and 11; 

f)	unspent earnings and other remuneration of personnel engaged from abroad and working in connection with an investment;

g)	additional funds  to establish, maintain, develop or increase the investment.

2.	Each Contracting Party shall further ensure that the transfers referred to in paragraph 1 of this Article shall be made without any restriction in a freely convertible currency and at the prevailing market rate of exchange applicable on the date of transfer to the currency to be transferred and shall be immediately transferable.

3.	In the absence of a market for foreign exchange, the rate to be used shall be the most recent exchange rate for the conversions of currencies into Special Drawing Rights.

4.	In case of an extraordinary delay in transfer caused by the host Contracting Party, the transfer shall also include interest at a commercial rate established on a market basis for the currency in question from the date on which the transfer was requested until the date of actual transfer and shall be borne by that Contracting Party.

5.	Notwithstanding paragraphs (1) and (2) above, a Contracting Party may adopt or maintain measures relating to cross-border capital and payment transactions adopted by each of the Contracting Party and particularly but not limited by the following cases:

a)	in the event of serious balance of payments and external financial difficulties or threat thereof; or 

b)	in cases where, in exceptional circumstances, movements of capital cause or threaten to cause serious  difficulties for macroeconomic management, in particular, monetary and exchange rate policies; or

c)	in the exceptional cases of economic sanctions.

6.	Measures referred to in paragraph (5) of this Article:

a)	shall not exceed those necessary to deal with the circumstances set out in paragraph 5 of this Article;

b)	shall be temporary and shall be eliminated as  soon  as conditions permit; and

c)	shall be promptly notified to the other Contracting Party.

ARTICLE 8
Subrogation

1.	If a Contracting Party or its designated agency makes a payment to its own investors under a guarantee or indemnity given in respect of investments in the territory of the other Contracting Party, the latter Contracting Party shall recognize:

a)	the assignment, whether under the law or pursuant to a legal transaction in that Contracting Party, of any rights or claims from investors to the former Contracting Party or its designated agency; and

b)	that the former Contracting Party or its designated agency is entitled by virtue of subrogation to exercise the rights of and enforce the claims of those investors.

2.	The subrogated rights or claims shall not exceed the original rights or claims of the investor.

ARTICLE 9
Settlement of Investment Disputes between
a Contracting Party and
an Investor of the other Contracting Party

1.	Any dispute between a Contracting Party and an investor of the other Contracting Party shall, as far as possible, be settled by the parties to the dispute in an amicable way, through negotiations and consultations between the parties to the dispute.

2.	If any such dispute cannot be settled within six (6) months following the date on which the dispute has been raised by the investor through written notification to the Contracting Party, the dispute may be submitted to:

a)	the competent courts of the Contracting Party in whose territory the investment is made;

b)	the International Center for Settlement of Investment Disputes (ICSID) established pursuant to the Washington Convention of 18 March 1965 on the Settlement of Investment Disputes between States and Nationals of Other States provided both Contracting Parties are parties to the said Convention; or

c)	an international ad hoc tribunal which, unless and otherwise agreed upon by the parties to the dispute, shall be established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL). The appointing authority under the said rules shall be the Secretary General of ICSID. 

3.	An investor who has submitted the dispute to a national court may nevertheless have recourse to one of the arbitral proceedings mentioned in paragraphs 2 (b) and 2 (c) of this Article if, before a judgment has been delivered on the subject matter by a national court, the investor declares not to pursue the case any longer through national proceedings and withdraws the case.

4.	For the purpose of this Article and Article 25(2)(b) of the said Washington Convention, any legal person which is constituted in accordance with the laws and regulations of one Contracting Party and which, before a dispute arises, was controlled by an investor of the other Contracting Party, shall be treated as a national of the other Contracting Party.

5.	For greater certainty, the Most Favoured Nation Treatment provision in this Agreement does not encompass a requirement to extend to the investors of the other Contracting Party dispute settlement procedures other than those set out in this Agreement.

6.	The arbitration tribunal shall take its decisions in accordance with the provisions of this Agreement, the laws and regulations of the Contracting Party involved in the dispute, the rules of conflict of laws which the arbitration tribunal considers applicable, the terms of any specific agreement concluded in relation to the particular investment involved and the relevant principles of international law.  

7.	Neither Contracting Party shall have the right to make counter claim, as a defense, at any stage of arbitration or within the execution of arbitration decision for the reason that the investor of the other Contracting Party in the dispute has received or will receive, pursuant to an insurance or guarantee contract, indemnification or other compensation for all or part of any alleged loss. 

8.	Any arbitral award rendered pursuant to this Article shall be final and binding on the parties to the dispute. Each Contracting Party shall carry out without delay the provisions of any such award and provide in its territory for the enforcement of such award.

9.	Any arbitration under paragraph 2 of this Article shall, at the request of either party to the dispute, be held in a state that is a party to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“New York Convention”), done at New York, June 10, 1958. Claims submitted to arbitration under this Article shall be considered to arise out of a commercial relationship or transaction for the purpose of the Article A of the New York Convention.

ARTICLE 10
Settlement of Disputes between the Contracting Parties

1.	The Contracting Parties agree to consult promptly, on the request of either, to resolve any disputes in connection with this Agreement, or to discuss any matter relating to the interpretation or application of this Agreement.  

2.	If the dispute cannot be thus settled within six (6) months, it shall upon the request of either Contracting Party, be submitted to an Arbitral Tribunal in accordance with the provisions of this Article.

3.	The Arbitral Tribunal shall be constituted for each individual case in the following way. Within two (2) months of the receipt of the request for arbitration, each Contracting Party shall appoint one member of the Arbitral Tribunal. These two members shall then select a national of a third State who, on approval of the two Contracting Parties, shall be appointed Chairman of the Arbitral Tribunal (hereinafter referred to as the "Chairman"). The Chairman shall be appointed within three (3) months from the date of appointment of the other two members.

4.	If within the periods specified in paragraph 3 of this Article the necessary appointments have not been made, a request may be made by either Contracting Party to the President of the International Court of Justice to make the appointments. If the President is a national of either Contracting Party, or if he is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the appointments. If the Vice-President also happens to be a national of either Contracting Party or 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 Contracting Party shall be invited to make the appointments.

5.	The Arbitral Tribunal shall reach its decision by a majority of votes. Such decision shall be final and binding. Each Contracting Party shall bear the cost of its own arbitrator and its representation in the arbitral proceedings; the cost of the Chairman and the remaining costs shall be borne in equal parts by both Contracting Parties. 

ARTICLE 11
Permits

1.	Each Contracting Party shall, subject to its laws and regulations, treat favorably the applications relating to investments by investors of the other Contracting Party.

2.	Each Contracting Party shall, subject to its laws and regulations, grant temporary entry and stay and provide any necessary confirming documentation to natural persons who are employed from aboard as executives, managers, specialists or technical personnel in connection with an investment by an investor of the other Contracting Party, and who are essential for the enterprise, as long as these person continue to meet the requirements of this paragraph. Immediate family members of such personnel shall also be granted a similar treatment with regard to entry and temporary stay in the territory of the host Contracting Party.

ARTICLE 12
Application of Other Rules and Special Commitments

1.	Where a matter is governed simultaneously both by this Agreement and by another international agreement to which both Contracting Parties are signatories, nothing in this Agreement shall prevent either Contracting Party or of any of its investors, who own investments in the territory of the other Contracting Party, from taking advantage of whichever rules are more favourable to its case. However, this Article does not apply in respect of procedural rights laid down simultaneously by this Agreement and by another similar international agreement to which one Contracting Party is signatory. 

2.	If the treatment to be accorded by one Contracting Party to investments and to investors of the other Contracting Party, in accordance with its laws and regulations or other specific provisions of contracts, is more favourable than that accorded by this Agreement, the more favourable shall be accorded.

ARTICLE 13
General Derogations

1.	Nothing in this Agreement shall be construed as preventing a Contracting Party from talking any action that it considers necessary for the protection of its essential security interests related to : 

a)	criminal or penal offences;

b)	traffic in arms, ammunition and implements of  war and transactions in other goods, materials, services and  technology undertaken directly or indirectly for the purpose of supplying a military or other security establishment;

c)	measures taken in time of war or other emergency in international relations;

d)	the implementation of national policies or international agreements respecting the non-proliferation of nuclear weapons or other nuclear explosive devices; 

e)	the pursuance of its obligations under the United Nation Charter for the maintenance of international peace and security;

f)	public order;

g)	the protection of investors, depositors, financial market participants, policy-holders, policy-claimants, or persons to whom a fiduciary duty is owed by a financial institution;

h)	the maintenance of the safety, soundness, integrity or financial responsibility of financial institutions; and

i)	ensuring the integrity and stability of a financial system of one of the Contracting Parties.

2.	The provisions of this Article shall not apply to Article 7 paragraph 1.(e) of this Agreement.

ARTICLE 14
Transparency

1.	Each Contracting Party shall promptly publish, or otherwise make available to the investor, its laws, regulations, judicial decisions of general application and other relevant information as international agreements, which may affect the investment of investors of the other Contracting Party in the territory of the former Contracting Party.

2.	Nothing in this Agreement shall require a Contracting Party to furnish or allow access to any confidential or proprietary information, including information concerning particular investors or investments, the disclosure of which would impede law enforcement or be contrary to its laws protecting confidentiality or prejudice legitimate commercial interests of particular investors.

ARTICLE 15
Consultations

The Contracting Parties shall, at the request of either Contracting Party, hold consultations for the purpose of reviewing the implementation of this Agreement and studying any issue that may arise from this Agreement. Such consultations shall be held between the competent authorities of the Contracting Parties in a place and at a time agreed on trough appropriate channels.

ARTICLE 16
Applicability of this Agreement

1.	This Agreement shall apply to investments made prior to its entry into force for the Contracting Parties concerned consistent with the legislation of the Contracting Party in whose territory it was made as well as investments made thereafter. This Agreement shall apply to investments existing at the time of entry into force as well as to those established or acquired thereafter. However, this Agreement shall not apply to the disputes or claims arising before its entry into force.

2.	Each Contracting Party shall observe all provisions of this Agreement, and shall take such reasonable measures as may be available to it to ensure such observance by all official authorities at all levels of government within its territory. 

ARTICLE 17
Entry into Force, Duration and Termination

1.	This Agreement is subject to an approval in accordance with procedures required by law of both Contracting Parties for bringing this Agreement into force and it shall enter into force on the 90^th day after the date of the last Contracting Party’s notification confirming that all constitutional formalities required by law for bringing this Agreement into force have been fulfilled.

2.	This Agreement may be amended by mutual consent of the Contracting Parties provided that one of the Contracting Parties present written proposal for amendment to the other Contracting Party. Amendments shall be made through the exchange of notes or signing of an amendment agreement.

3.	This Agreement shall remain in force for a period of ten (10) years. Thereafter it shall continue in force until the expiration of twelve (12) months from the date on which either Contracting Party shall have given notice of termination to the other Contracting Party.

4.	In respect of investments made prior to the date of the termination of this Agreement the provisions of Articles 1 to 16 shall continue to be effective for a period of ten years from the date of its termination unless the Contracting Parties decide otherwise.

IN WITNESS WHEREOF, the undersigned duly authorized thereto, have signed this Agreement.

DONE in duplicate at ______________ on the ____________ day of __________________ in the Slovak, Swahili and English languages, all texts being equally authentic. In the case of any divergence of interpretation, the English text shall prevail.

For the Slovak Republic ___________________________ | | For the Republic of Uganda _________________________

Protocol

With respect to the Article 5 (Expropriation) of this Agreement the Contracting Parties confirm their shared understanding that how the indirect expropriation can be considered:

1.	The concept of "measures having an effect equivalent to nationalization or expropriation" can also be termed "indirect expropriation."  Indirect expropriation results from a measure or series of measures of a Contracting Party that have an effect equivalent to direct expropriation without formal transfer of title or outright seizure.

2.	The determination of whether a measure or series of measures of a Contracting Party constitute an indirect expropriation requires a case‑by‑case, fact‑based inquiry that considers, among other factors:

a)	the economic impact of the measure or series of measures, although the sole fact that a measure or series of measures of a Party have an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred; 

b)	the extent to which the measure or series of measures interfere with distinct, reasonable, investment‑backed expectations; and 

c)	the character of the measure or series of measures, including their purpose and rationale.

3.	Except in rare circumstances, such as when a measure or series of measures are so severe in the light of their purpose that they cannot be reasonably viewed as having been adopted and applied in good faith, non-discriminatory measures of a Contracting Party that are designed and applied to protect legitimate public welfare objectives do not constitute indirect expropriation. 

IN WITNESS WHEREOF, the undersigned duly authorized thereto, have signed this Protocol.

DONE in duplicate at ______________ on the ____________ day of __________________ in the Slovak, Swahili and English languages, all texts being equally authentic. In the case of any divergence of interpretation, the English text shall prevail.

For the Slovak Republic ___________________________ | | For the Republic of Uganda _________________________