The Government of Canada and the Government of the Republic
of Poland, recognizing that the promotion and the reciprocal
protection of investments of investors of one State in the territory
of the other State will be conducive to the stimulation of business
initiative and to the development of economic cooperation between
both States, hereinafter referred to as the "Contracting Parties",
Have agreed as follows:
For the purpose of this Agreement:
(a) the term "territory" means the territory of Canada or the
territory of the Republic of Poland respectively, as well as
as those maritime areas, including the seabed and subsoil
adjacent to the outer limit of the territorial sea of either
of the above territories, over which the State concerned
exercises, in accordance with international law, sovereign
rights for the purpose of exploration and exploitation of
the natural resources of such areas;
(b) the term "investment" means any kind of asset invested
by an investor of one Contracting Party in the territory
of the other Contracting Party and in particular, though
not exclusively, shall include:
(i) any movable and immovable property and any related
property rights, such as mortgages;
Any change in the form of an investment, admitted in accordance
with laws and regulations of the Contracting Party in whose
territory the investment was made, does not affect its character
as an investment.
(ii) shares, stock, bonds and debentures or any other
form of participation in a company;
(iii) claims to money, and claims to performance under
contract having a financial value;
(iv) any intellectual property rights, including rights with
respect to copyrights, patents, trademarks, trade
names, industrial designs, trade secrets as well as
(v) rights having financial value, conferred by law or
under contract, necessary to undertake any economic
and commercial activity, including any rights to search
for, cultivate, extract or exploit natural resources.
If the investment is made by an investor through an entity not
covered by paragraph (d) (ii) of this Article, in which he holds
an equity participation, such investor shall enjoy the benefits of
this Agreement to the extent of such indirect equity participation,
provided, however, that such an investor shall not enjoy the
benefits of this Agreement if the investor invokes the dispute
settlement mechanism under another foreign investment protection
agreement concluded by a Contracting Party in whose territory
the investment is made.
(c) the term "returns" means all amounts yielded by an
investment and in particular, though not exclusively, profits,
interest, capital gains, dividends, royalties, fees or other
(d) the term "investor" means with regard to either Contracting
(i) any natural person possessing the citizenship of a
Contracting Party in accordance with its laws; or
(ii) any corporation, partnership, trust, organization,
association or enterprise incorporated or duly constituted
in accordance with applicable laws of that
Promotion of investment
(1) Each Contracting Party shall encourage the creation of
favourable conditions for investors of the other Contracting
Party to make investments in its territory.
(2) Subject to its laws, regulations and published policies, each
Contracting Party shall admit investments of investors
of the other Contracting Party.
(3) This Agreement shall not preclude either Contracting Party
from prescribing laws and regulations In connection with the
establishment of a new business enterprise or the acquisition
or sale of a business enterprise in its territory, provided
that such laws and regulations are applied equally to all
foreign investors. Decisions taken in conformity with such
laws and regulations shall not be subject to the provisions
of Articles IX or XI of this Agreement.
Protection of Investment
(1) Investments or returns of investors of either Contracting
Party shall at all times be accorded fair and equitable
treatment in accordance with principles of international law
and shall enjoy full protection and security in the territory
of the other Contracting Party.
(2) Each Contracting Party shall grant to investments or returns
of investors of the other Contracting Party in its own
territory treatment no less favourable than that which it
grants to investments or returns of investors of any third
(3) Each Contracting Party shall grant investors of the other
Contracting Party in its territory, as regards their management,
use, enjoyment or disposal of their investments or returns,
treatment no less favourable than that which it grants to
investors of any third State.
(4) In addition to the provisions of paragraphs (2) and (3) of
this Article, each Contracting Party shall, to the maximum
extent possible and in accordance with its laws and regulations,
grant to investors, investments or returns of
investors of the other Contracting Party a treatment no less
favourable than that it grants to investors, investments or
returns of its own investors.
The provisions of this Agreement shall not be construed so as
to oblige one Contracting Party to extend to the investors of the
other Contracting Party the benefits of any treatment, preference
or privilege resulting from participation In:
(a) any existing or future free trade area or customs union;
(b) any multilateral agreement for mutual economic assistance,
integration or cooperation, such as the Council for Mutual
Economic Assistance, the European Economic Community or
the Organization for Economic Cooperation and Development,
to which either of the Contracting Parties is or may become
(c) any bilateral convention, including any customs agreement,
in force on the date of entry into force of this Agreement
which grants benefits essentially equivalent to those
contained in paragraph (b) above; or
(d) any existing or future convention relating to double taxation
or other fiscal matters.
Investors of one Contracting Party whose investments or returns
in the territory of the other Contracting Party suffer losses
owing to war, other armed conflicts, a state of national emergency
or other similar circumstances in the territory of the latter shall
be accorded, as regards restitution, indemnification, compensation
or other settlement, treatment no less favourable than that which
the latter Contracting Party grants to investors of any third
State. Any payment made under this Article shall be prompt,
adequate, effective and freely transferable.
Compensation for Losses
Investments or returns of investors of either Contracting Party
shall not be nationalized, expropriated or subjected to measures
having an effect equivalent to nationalization or expropriation
(hereinafter referred to as "expropriation") in the territory of
the other Contracting Party except for a public purpose, under
due process of law, in a non-discriminatory manner and provided
that it is accompanied by prompt, adequate and effective compensation.
Such compensation shall be based on the real value of
the investment at the time of the expropration, shall be made
within two months of the date of expropriation, after which
interest at the rate agreed between the investor and the Contracting
Party concerned and in no case less than the London
Inter Sank Offered Rate (LISOR) shall accrue until the date of
payment, be effectively realizable and freely transferable. The
investor affected shall have a right, under the Jaw of the Contracting
Party making the expropriation, to prompt review by
a judicial or other independent authority of that Contracting
Party of its case and of the valuation of its investment in accordance
with the principles set out in this Article.
Transfer of Funds
(1) Each Contracting Party shall guarantee to any investor
of the other Contracting Party the prompt transfer of,
(a) the returns accruing from any investment;
in any convertible currency agreed upon between the
investor and the Contracting Party concerned at the exchange
rate on the day of the transfer.
(b) the proceeds of the total or partial liquidation of any
(c) funds in repayment of loans related to an investment;
(d) the corresponding part of wages and other remuneration
accruing to a citizen of that other Contracting Party
who was permitted to work in connection with an
investment in the territory of the former Contracting
(e) any compensation owed to an investor by virtue of
Articles V or VI of this Agreement;
For the purpose of this paragraph, prompt transfer means
transfer within a period not exceeding two months.
(2) Notwithstanding the provisions of paragraph (1). in respect
of the Republic of Poland, prompt transfer of returns
earned by a Canadian investor is guaranteed to the maximum
extent permitted by its laws and regulations and in no case
shall amount to less than 15% of annual returns.
(3) In cases where exceptional balance of payments difficulties
exist, and then for a period not exceeding eighteen months,
the Contracting Party shall guarantee the transfer of any
amount mentioned in paragraph (1) of this Article on a pro
rata basis, provided that the total period for the transfer
does not exceed five years.
(4) The Contracting Parties undertake to accord to transfers
referred to in paragraphs (1) and (2) of this Article
a treatment no less favourable than that accorded to
transfers originating from investments made by investors
of any third State.
(1) If a Contracting Party or any agency thereof makes a payment
to any of its investors under a guarantee or insurance it has
contracted in respect of an investment, the other Contracting
Party shall recognize the validity of the subrogation in favour
of the former Contracting Party or agency thereof to any
right or title held by the investor.
The Conctracting Party or any agency thereof which is subrogated
in the rights of an investor shall be entitled to the
same rights as those of the investor and to the extent that
they exercise such rights they shall do so subject to the
obligations of the investor pertaining to such insured investment.
(2) In the case of subrogation as defined in paragraph (1) above,
the investor shall not pursue a claim unless authorized to do
so by the Contracting Party or any agency thereof.
Settlement of Disputes between an Investor and
the Host Contracting Party
(1) Any dispute between one Contracting Party and an investor
of the other Contracting Party relating to the effects of a
measure taken by the former Contracting Party with respect
to the essential aspects pertaining to the conduct of business,
such as expropriation mentioned in Article VI of this Agreement
or transfer of funds mentioned in Article VII of this Agreement,
shall, to the extent possible, be settled amicably between both
(2) If the dispute has not been settled amicably within a period
of six months from the date on which the dispute was initiated,
it may be submitted by the investor to arbitration.
(3) In that case, the dispute shall then be settled in conformity
with the Arbitration Rules of the United Nations Commission
on International Trade Law, as then in force.
Upon request by either Contracting Party, the other Contracting
Party shall agree promptly to consultations on the interpretation
or application of this Agreement. Upon request by either Contracting
Party, information shall be exchanged on the impact that
the laws, regulations, decisions, administrative practices or
procedures, or policies of the other Contracting Party may have
on investments covered by this Agreement.
Consultations and Exchange of Information
Disputes between the Contracting Parties
(1) Any dispute between the Contracting Parties concerning the
interpretation or application of this Agreement shall, whenever
possible, be settled through diplomatic channels.
(2) If the dispute cannot be settled through diplomatic channels
within six months, it shall, at the request of either Contracting
Party, be submitted to an arbitral tribunal for
(3) The arbitral tribunal shall be constituted for each dispute.
Within two months after receiving the request for arbitration,
each Contracting Party shall appoint one member to the
arbitral tribunal. The two members shall then select a
national of a third State who, upon approval by the two
Contracting Parties, shall be appointed Chairman of the
arbitral tribunal. The Chairman shall be appointed within
two months from the date of appointment of the other two
members of the arbitral tribunal.
(4) If within the periods specified in paragraph (3) of this
Article the necessary appointments have not been made,
either Contracting Party 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 is a national of either Contracting Party or is
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
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 necessary
(5) The arbitral tribunal shall reach its decision by a majority
of votes. Such decision shall be binding on both Contracting
Parties. Unless otherwise agreed, the decision of the arbitral
tribunal shall be rendered within six months of the appointment
of the Chairman in accordance with paragraph (3) or (q)
of this Article. The arbitral tribunal shall determine its own
procedure. Each Contracting Party shall bear the costs of
its own member of the tribunal and of its representation in
the arbitral proceedings; the costs related to the Chairman
and any remaining costs shall be borne equally by the Contracting
Parties. The arbitral tribunal may, however, in its
decision direct that a higher proportion of costs shall be
borne by one of the two Contracting Parties, and this award
shall be binding on both Contracting Parties.
Where a matter is covered both by the provisions of this Agreement
and any other international agreement to which both Contracting
Parties are bound, nothing in this Agreement shall prevent an
investor of one Contracting Party that has investments in the
territory of the other Contracting Party from benefitting from
the most favourable regime.
Other International Agreements
Entry into force
(1) This Agreement shall enter into force on the day the two
Contracting Parties notify each other in writing that their
constitutional requirements for the entry into force of this
Agreement have been fulfilled.
(2) This Agreement shall apply to any investment made by an
investor of one Contracting Party in the territory of the
other Contracting Party on or after January 1st 1965.
This Agreement shall remain in force for a period of ten years.
Thereafter this Agreement shall remain in force for an indefinite
period unless either Contracting Party notifies in writing the
other Contracting Party of its intention to terminate it. The
notice of termination of this Agreement shall become effective one
year after it has been received by the other Contracting Party.
In respect of investments made prior to the date when the notice
of termination of this Agreement becomes effective, the provisions
of Articles I to XIII inclusive of this Agreement shall remain in
force for a period of twenty years.
Duration and Termination
DONE at ...Warsaw... this ....6..., day of ...April... 1990
in two originals, each in the English, French and Polish
languages, the texts in each of the three languages having
IN WITNESS WHEREOF the undersigned, being duly authorized
by their respective Governments, have signed this Agreement
THE GOVERNMENT OF CANADA
OF THE REPUBLIC