Draft UNIDROIT-ICC Principles and Model Clauses for International Investment Contracts – Public Consultation

 

The International Institute for the Unification of Private Law (UNIDROIT) is conducting a public consultation regarding the draft Principles and Model Clauses for International Investment Contracts (IICs).

 

Consultation period

The consultation will run for 12 weeks from 24 June 2026 to 15 September 2026 (midnight Rome time).

 

Objectives of the consultation

The purpose of the consultation is to:

  • Promote the participation of public and private stakeholders in the final stage of the drafting process;
  • Raise awareness about the instrument;
  • Seek stakeholders’ feedback on whether the instrument adequately addresses the current legal issues and relevant practical aspects arising throughout the entire life-cycle of IICs;
  • Ensure that the instrument provides a balanced legal framework both for States and private investors;
  • Ensure that the instrument is well-suited to application in different contexts, including developing economies, emerging markets and developed economies, from both civil and common law jurisdictions;
  • Identify any legal issues or practical aspects relating to IICs that might have gone unnoticed, but whose inclusion in the instrument could be relevant.

 

Target audience

UNIDROIT welcomes feedback from all interested parties. In light of the technical content of the instrument and considering the array of public and private interests involved, feedback is especially welcome from the following stakeholders:

  • States and governmental bodies, including State entities (e.g., national investment authorities, State-owned enterprises);
  • International and supranational organisations;
  • International Financial Institutions, including Multilateral and Regional Development Banks;
  • Chambers of commerce and business and industry associations;
  • Non-Governmental Organisations, with special regard to those working in the field of trade, investment and sustainability, as well as trade unions;
  • Bodies and associations representing local communities, including indigenous peoples;
  • Global and regional arbitral institutions as well as international entities devoted to promoting arbitration and alternative dispute settlement (ADR), especially in the context of investor-state dispute settlement (ISDS).
  • Academics and think-tanks.

 

About the draft instrument

The Project on IICs is a joint initiative undertaken by UNIDROIT and the International Chamber of Commerce’s Institute of World Business Law (ICC Institute), combining UNIDROIT’s expertise in developing uniform law instruments and the ICC’s expertise in investment arbitration and the elaboration of model clauses for international contracts.

The draft Principles and Model Clauses for IICs were prepared by the Working Group on IICs over the course of eight sessions between October 2023 and January 2026.  For more information about the Working Group and the preparatory work, please see https://www.unidroit.org/work-in-progress/investment-contracts-upicc/.

The aim of the instrument is to foster the modernisation and standardisation of IICs, in light of the evolving landscape of investment law and arbitration. It seeks to strike an appropriate balance between the interests of States and investors at the contractual level, as well as the interests of society as a whole by offering guidance to promote sustainable investment.

The draft Principles and Model Clauses for IICs were developed on the basis of the UNIDROIT Principles of International Commercial Contracts (UPICC). The draft instrument incorporates the UPICC provisions by reference and adapts and supplements them where necessary to address the specificities of IICs. The draft instrument also includes commentary to explain how certain UPICC provisions should be applied in the IICs context. In addition, the draft instrument includes principles and model clauses addressing contractually investor protections and sustainability obligations.

 

The Draft Principles and Model Clauses for IICs consists of eight Chapters:

The draft instrument comprises an introduction explaining its functions and purposes, and eight chapters covering various legal and practical aspects relevant to IICs, throughout their life cycle, namely:

  • Chapter 1: General Provisions Concerning the Instrument
  • Chapter 2: General Principles Applicable to IICs
  • Chapter 3: Formation
  • Chapter 4: Validity
  • Chapter 5: Rights and Obligations
  • Chapter 6: Change of Circumstances
  • Chapter 7: Remedies, Including Compensation and Damages
  • Chapter 8: Choice of Law and Dispute Settlement

Each chapter has its own introduction followed by black-letter provisions and commentary on specific issues. Model Clauses are also provided where this was deemed particularly useful.

 

Consultation document

The draft Principles and Model Clauses for IICs can be found here.

 

How to submit your response

Respondents may provide feedback on any part of the draft instrument. Comments should be submitted to the UNIDROIT Secretariat at  IICs-consultation@unidroit.org.

All comments should be included in a Word document or equivalent open access text editor and should be provided in English or French. For each comment, please specify to which Chapter, Section, Principle, paragraph number or Model Clause it refers.

The comments received during this consultation process will be made public. The name of respondents will be made public, unless expressly requested otherwise. UNIDROIT reserves the right not to make public any comments that contain offensive or inappropriate language, or that are unrelated to the subject matter of the consultation.

 

Next steps

The Working Group on IICs will consider the feedback received at its ninth session, between 19-21 October 2026. It is anticipated that the Principles and Model Clauses for IICs will be finalised and published at the end of 2026.