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 West Africa Agriculture, a limited liability company as the Lessee (Preamble). West Africa Agriculture will surrender to the Chiefdom Council the land leased, to enable the Chiefdom Council to grant to West Africa Agriculture 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 West Africa Agriculture, as the lessee (Schedule Preamble). The Chiefdom Council releases West Africa Agriculture from all liability, claims, and demands arising out of the lease (Art. 2). The Chiefdom Council agrees to lease 20.094.9 (49,655.39) hectares of land to West Africa Agriculture 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). West Africa Agriculture'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 and took independent expert legal advice (Schedule Art. 3.2). West Africa Agriculture 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

  West Africa Agriculture will permit the Chiefdom Council to inspect the leased land once a year during the day provided two weeks prior notice is given (Schedule Art. 2.13). The lease 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 West Africa Agriculture is in arrears for 21 days or more, the Chiefdom Council may re-enter the leased land provided that West Africa Agriculture 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

  West Africa Agriculture 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). West Africa Agriculture 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 West Africa Agriculture'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. West Africa Agriculture shall appoint two representatives to the community fund (Schedule Art. 2.7).

• Community development obligations: Local content

  West Africa Agriculture 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). West Africa Agriculture 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

  West Africa Agriculture 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). West Africa Agriculture 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

  West Africa Agriculture 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, West Africa Agriculture will consult with the Chiefdom Council and will assist in re-housing any displaced family in appropriate facilities within the locality (Schedule Art. 2.10). West Africa Agriculture will, in consultation with the Chiefdom Council, identify and demarcate traditional reserves and sacred grounds (Schedule Art. 2.11). West Africa Agriculture will fairly compensate all landowners for all economic trees and crops removed from the leased land (Schedule Art. 2.12). West Africa Agriculture 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). West Africa Agriculture 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 West Africa Agriculture's published social and environmental policies (Schedule Art. 5.6).