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The International Centre for Settlement of Investment Disputes (ICSID or the Centre) is a public international organization established by a multilateral treaty, the 1965 Convention on the Settlement of Investment Disputes between States and Nationals of Other States (the Convention).1 As of April 15, 1998, 129 countries had signed and ratified the Convention to become Contracting States.2 The purpose of ICSID, as set forth in Article 1(2) of the Convention, is to provide facilities for the conciliation and arbitration of investment disputes between Contracting States and nationals of other Contracting States. The jurisdiction of the Centre, or in other terms the scope of the Convention, is elaborated upon in Article 25(1) of the Convention. It defines ICSID's jurisdiction as extending to "any legal dispute arising directly out of an investment, between a Contracting State (or any constituent subdivision or agency of a Contracting State designated to the Centre by that State) and a national of another Contracting State, which the parties to the dispute consent in writing to submit to the Centre." The consent of the parties has been described as the "cornerstone" of the jurisdiction of the Centre as thus defined.3 The present brochure suggests clauses to record such consent. Also proposed in this brochure are clauses for use in conjunction with the Rules Governing the Additional Facility for the Administration of Proceedings by the Secretariat of ICSID (the Additional Facility Rules)4 which are available for certain types of proceedings between States and foreign nationals falling outside the scope of the Convention. A concluding section of the brochure contains an example of an ad hoc arbitration clause designating the Secretary-General of the Centre as appointing authority of arbitrators. The only formal requirement that the Convention establishes with respect to the consent of the parties is that such consent be in writing. In many cases, as in the ones envisaged in this brochure, the consent of both parties will be set forth in a single instrument. However, the parties' consents may also be recorded in separate instruments.5 Nor is any special form of words required. The following clauses thus are intended merely as models. Actual clauses will vary in substance and terminology according to the circumstances of each case. In general, the Contracting State party is in the proposed clauses called the "Host State" and the national of another Contracting State "the Investor." Square brackets: [ ] are used to indicate optional material or, if separated by a virgule: [ ]/[ ], to indicate alternative formulations. Underscored material indicates a blank to be filled in accordance with the underscored directions. For simplicity, the clauses generally refer only to arbitration; however, in several of them (in particular, Clauses 9, 16, 17 and 19) the words: "arbitration," "arbitrators," "Arbitral Tribunal" or "Arbitration Rules" can be replaced by corresponding references to "conciliation," "conciliators," "Conciliation Commission" or "Conciliation Rules," or by a reference to both conciliation and arbitration.
1 - The Convention, 575 U.N.T.S. 159, is reprinted, together with the Report of the World Bank Executive Directors on the Convention, in Doc. ICSID/2. Pursuant to Article 6(l) of the Convention, the Administrative Council of the Centre has adopted Administrative and Financial Regulations, Rules of Procedure for the Institution of Conciliation and Arbitration Proceedings (Institution Rules), Rules of Procedure for Conciliation Proceedings (Conciliation Rules) and Rules of Procedure for Arbitration Proceedings (Arbitration Rules). References in this brochure to such Regulations and Rules are to those adopted with effect from September 26, 1984 and reprinted in ICSID Convention, Regulations and Rules, Doc. ICSID/15 (Jan. 1985).
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