Summary of contract

• Negotiation, representation, and other relevant context

  Surrender of the lease between the Chiefdom Council of Sorogbema (Chiefdom Council) as the Lessors, and Aristeus Palm Oil, a limited liability company as the Lessee (Preamble). Aristeus Palm Oil will surrender to the Chiefdom Council the land leased, to enable the Chiefdom Council to grant to Aristeus Palm Oil a new lease from 1 January 2013 on the terms set out in the surrender's Schedule (Preamble, Art. 2). Schedule 1 is the draft of the new lease agreement between the Chiefdom Council as lessor and Aristeus Palm Oil, as the lessee (Schedule Preamble). The Chiefdom Council releases Aristeus Palm Oil from all liability, claims, and demands arising out of the lease (Art. 2). The Chiefdom Council agrees to lease 47,567.7 hectares of land to Aristeus Palm Oil for 50 years (Schedule Art. 1.1). The agreement is renewable for 21 years with a further option to renew it for another 21 years and seven years, respectively. The rent for these periods shall be negotiated and agreed subject to standard commercial terms (Schedule Art. 3.7). Aristeus Palm Oil's objective is to develop sustainable agriculture and related projects in the Chiefdom for the mutual benefit of the local population, broader community, and its shareholders (Schedule Preamble). The Chiefdom Council confirms that they are legally entitled to enter into this agreement (Schedule Art. 3.2). Aristeus Palm Oil agrees to pay the Chiefdom Council's solicitor's fees and all costs incurred by the Chiefdom Council in the preparation of the agreement (Schedule Art. 2.15).

• Governance, implementation, dispute resolution

  Aristeus Palm Oil will permit the Chiefdom Council of Sorogbema Chiefdom to inspect the leased land once a year during the day provided two weeks prior notice is given (Schedule Art. 2.13). This agreement cannot be assigned without the prior written consent of the Chiefdom Council, and written approval of the District Officer provided that such consent shall not unreasonably be withheld (Schedule Art. 2.14). If Aristeus Palm Oil is in arrears for 21 days or more, the Chiefdom Council may re-enter the leased land provided that Aristeus Palm Oil has had 30 days to remedy or rectify the breach (Schedule Art. 4.1). Any dispute in connection with this agreement may be referred to arbitration, which is subject to the Arbitration Act of Sierra Leone (Schedule Art. 4.8).

• Fiscal obligations: content

  Aristeus Palm Oil will pay in advance US$2.00 per hectare per year for the first seven years of the lease. Rent for the remaining period will be reviewed every seven years (Schedule Art. 1.1, 2.1). Aristeus Palm Oil will pay into a community development fund for the benefit of the local community at the end of every year, a royalty of 5% of its net profit provided that the annual rent payable shall not at any time exceed 5% of Aristeus Palm Oil's net profit (Schedule Art. 2.6). This royalty will be deposited into a communal account managed by the paramount chief, members of parliament, local district councilors, and three other chiefdom councilors. Aristeus Palm Oil shall appoint two representatives to the community fund (Schedule Art. 2.7).

• Community development obligations: Local content

  Aristeus Palm Oil will use all reasonable endeavors to employ local personnel in preference to expatriates applying for the same vacancy provided that any such local person holds the required qualifications, experience, and know-how (Schedule Art. 5.1). Aristeus Palm Oil will train employees in a range of skills related to agricultural work, supporting the pursuit of academic qualifications where relevant (Schedule Art 5.3).

• Community development obligations: Infrastructure and social services

  Aristeus Palm Oil will reasonably assist in providing and supporting the primary and secondary education of infants, pupils, students residing in the locality of the land under commercial development within the leased land (Schedule Art. 5.4). Aristeus Palm Oil will use its best endeavors to provide health care, housing, sanitation, and water for the benefit of all persons residing in the locality of the land under commercial development within the leased land (Schedule Art. 5.5).

• Community development obligations: Other

  Aristeus Palm Oil will set aside to sell into the local market for local consumption, a quantity of the palm oil and other products produced or harvested from the leased land to help support domestic food security and act as import substitution (Schedule Art. 5.7).

• Environmental and social protection

  If it is necessary to move small settlements for the project, Aristeus Palm Oil will consult with the Chiefdom Council of Sorogbema Chiefdom and will assist in re-housing any displaced family in appropriate facilities within the locality (Schedule Art. 2.10). Aristeus Palm Oil will, in consultation with the Chiefdom Council, identify and demarcate traditional reserves and sacred grounds (Schedule Art. 2.11). Aristeus Palm Oil will fairly compensate all landowners for all economic trees and crops removed from the leased land (Schedule Art. 2.12). Aristeus Palm Oil will be responsible for the rehabilitation of the existing oil palm plantation on the leased land and the preparation of the land for planting and the maintenance of new plantations of crops, including but not limited to oil palm (Schedule Arts. 2.8, 5.2). Aristeus Palm Oil will adhere to all relevant international —including the Roundtable on Sustainable Palm Oil—, national and local regulations relating to environmental protection, using environmentally friendly practices consistent with Aristeus Palm Oil's published social and environmental policies (Schedule Art. 5.6).