Whereas, on August 8, 2025, the Prime Minister of the Republic of Armenia and the President of the Republic of Azerbaijan signed the Joint Declaration by the Prime Minister of the Republic of Armenia and the President of the Republic of Azerbaijan on the outcomes of their meeting in Washington D.C., United States of America (the “Joint Declaration”), the signing of which was witnessed by the President of the United States of America to advance the cause of lasting peace in the South Caucasus;
Whereas, the United States of America and the Republic of Armenia desire a durable partnership between their two peoples and governments;
Whereas, the United States of America and the Republic of Armenia aim for the Trump Route for International Peace and Prosperity (“TRIPP”) to contribute to regional peace, stability, prosperity, and integration, and to create a critical trade route to open new markets for both the Republic of Armenia and the United States of America, and to generate economic benefits for Armenian businesses during the development and operation of the TRIPP;
Whereas, the United States of America and the Republic of Armenia recognize that the further institutionalization of peace between the Republic of Armenia and the Republic of Azerbaijan, including delimitation and demarcation of the inter-state borders; Armenia-Türkiye normalization; sustained U.S. engagement; and regional cooperation and stability will contribute to the success of TRIPP;
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Whereas, on January 13, 2026, the Secretary of State of the United States of America and the Minister of Foreign Affairs of the Republic of Armenia released the Joint Statement on the Publication of the U.S.-Armenia Implementation Framework for the Trump Route for International Peace and Prosperity (TRIPP) and the TRIPP Implementation Framework (the “TIF”) to advance the commitments made at the White House on August 8, 2025, and to strengthen the prosperity and security of Armenia and Azerbaijan and further U.S. commerce;
Whereas, the Parties recognize that Armenia retains full sovereignty, territorial integrity, and jurisdiction over all TRIPP project areas within Armenia’s sovereign territory and affirm that this Agreement and the TRIPP are intended to serve as flagship mechanisms in pursuit of a peaceful and sovereign Armenia;
Whereas, the TRIPP is intended to establish unimpeded, multimodal transit connectivity on the territory of Armenia, contributing to regional peace, stability, and integration on the basis of respect for sovereignty, territorial integrity, and jurisdiction of the Republic of Armenia, and while connecting the main part of Azerbaijan and its Nakhchivan Autonomous Republic and creating a vital link in the Trans-Caspian Trade Route, the TRIPP is expected to generate reciprocal benefits for international and intra-state connectivity for the Republic of Armenia;
Recalling the Investment Incentive Agreement between the Government of the United States of America and the Government of the Republic of Armenia, signed at Washington April 2, 1992; an Agreement Between the Government of the United States and the Government of the Republic of Armenia Regarding Cooperation to Facilitate the Provision of Humanitarian and Technical Economic Assistance, signed at Yerevan December 15, 1992; and a Treaty Between the United States of America and the Republic of Armenia Concerning the Reciprocal Encouragement and Protection of Investment, signed at Washington September 23, 1992;
Now, therefore, the United States of America (“United States”) and the Republic of Armenia (“Armenia”) (each a “Party” and together the “Parties”) hereby enter into this Framework Agreement Concerning the TRIPP (“Agreement”), as set forth herein.
Article 1: Definitions
For purposes of this Agreement:
- “Shareholders” means TDC US and Armenia.
- “Shareholders’ Agreement” means a commercial instrument, governed by the laws of the United States and the state of New York, which is to govern certain rights and obligations of the Shareholders of the TDC, and matters concerning management and governance of the TDC.
- “Special Purpose Vehicle” (SPV) means a subsidiary to be formed by the TDC for the purpose of implementing a specific TRIPP modality.
- “TDC” means TRIPP Development Company, a joint venture between the TDC US and Armenia, which is to be incorporated in Armenia as a joint stock company.
- “TDC US” means a commercial entity to be incorporated in the state of Delaware as a wholly-owned subsidiary of the United States International Development Finance Corporation (DFC), an agency of the United States.
- “TDC Charter” means a commercial instrument, governed by Armenian law, which is to establish the TDC.
- “TRIPP Implementation Area” means the area of land in Armenia to be mutually decided by the Parties that is to be used for a specific TRIPP Project, in consultation with the TDC once established, based on factors including, but not limited to, feasibility and design studies and political considerations (collectively the “TRIPP Implementation Areas”).
- “TRIPP Project” means a specific project in Armenia that the Parties mutually confirm fall under the TRIPP framework, including, but not limited to, the following TRIPP modalities: rail, road, oil and gas pipeline, fiberoptic, and electricity projects (collectively the “TRIPP Projects”).
Article 2: Objectives of the Agreement
- It is the objective of this Agreement and the policy of the Parties to further economic cooperation between the Parties, as facilitated by the instruments referred to in Article 3(2), for the purpose of implementing the TRIPP and ensuring its success.
- The Parties shall cooperate to enable TRIPP implementation with the aim of enhancing international, inter-state, and intra-state transportation connectivity; regional and global trade; and peace, stability, and prosperity in the region.
Article 3: Enabling the Establishment of a Joint Venture
- It is the policy of the Parties to work together toward the establishment of the TRIPP and for both Parties to have a direct interest in the success of the TRIPP.
- The Parties intend to have the TDC US and Armenia establish a joint venture known as the TDC in which the TDC US holds a 74% controlling ownership stake and Armenia owns a 26% ownership stake. The Parties further intend for the TDC to support implementation of the TRIPP. To create the TDC, the Parties intend for the TDC US and Armenia to enter into two separate instruments: (i) TDC Charter; and (ii) Shareholders’ Agreement.
- It is the intent of the Parties for the Shareholders to have the option to extend by mutual consent the rights described in Article 6(2) at the expiration of an initial 49-year term, for an additional 50 years; at such time, Armenia’s ownership stake of the TDC is to increase to 49%, and the extension of the term is to be the sole consideration from Armenia for such increase in its ownership of the TDC. The increase of ownership for Armenia is to be the sole consideration from the TDC US for the extension of the term.
- It is envisioned by the Parties that the Shareholders are to establish special decision-making mechanisms in the TDC Charter and the Shareholders’ Agreement, as appropriate, for reserved matters requiring mutual consent as to be detailed in the TDC Charter and/or Shareholders’ Agreement.
- The reserved matters are to include, without being limited to, matters pertaining to: stakeholder participation (including change of control in the TDC, share transfers in the TDC, incorporation and ownership of SPVs); certain major contracting and financial decisions; awarding of concession rights and final terms of concession agreements; and matters concerning the Joint Declaration, national security, and matters of political consideration. Matters of a similar nature at the SPV level are also to be considered reserved matters requiring mutual consent, as to be detailed in the TDC Charter and/or the Shareholders’ Agreement.
- In order to facilitate the conclusion of necessary business by the TDC or its SPVs, Armenia agrees to adopt deviations from Armenian legislation with respect to joint stock companies, procurement, and formation of public-private partnerships. Armenia agrees that such deviations shall be specified in the Shareholders’ Agreement and/or the TDC Charter, as appropriate.
- The Parties envision that the TDC US is to remain ultimately owned and controlled by the United States, and no third party is to acquire ownership rights in the TDC US.
Article 4: SPVs
- The Parties expect that SPVs are to operate as subsidiaries of the TDC to implement each TRIPP modality as a TRIPP Project.
- Further to Articles 3(4) and 3(5), it is envisioned by the Parties that the TDC, through its creation of and ownership stake in each SPV, is to reserve for itself decision-making over certain matters, as to be decided by the TDC.
- Armenia agrees that the TDC shall be empowered to select third parties to support each TRIPP Project established by the SPVs, including the third parties serving as the concessionaire, sponsors, operators, contractors, and EPC (engineering procurement & construction) providers of such TRIPP Project.
- Following the creation of each SPV, upon notification from the TDC, Armenia shall enter into concession or other agreements with the SPV in accordance with Article 4(3) and approved by the TDC, in accordance with Article 3(4) and 3(5).
Article 5: TRIPP Coordination and Enabling the Work of the TDC
- Armenia shall designate a senior-level point of contact to lead the Government of Armenian’s engagement in executing and implementing this Agreement, and the TDC Charter, and the Shareholders’ Agreement to ensure efficient coordination across Armenian government agencies.
- To fulfill the objectives of this Agreement, the Government of Armenia shall facilitate:
(a) the adoption, amendment, maintenance, and enforcement of relevant legislation; and
(b) the grant of timely licenses, permits, approvals, and regulatory processes for the TDC and its SPVs.
- The United States agrees that it will appoint a senior-level point of contact to discuss any policy issues related to TRIPP.
- The United States intends to take steps to obtain authorization to establish the TDC together with Armenia, which includes notifying Congress, and getting requisite approval from the DFC Board of Directors.
- Armenia confirms that, consistent with its Constitution, this Agreement shall apply in case of any conflict with Armenian law.
- The United States intends to provide for and/or assist in securing financing for TRIPP Projects, subject to the availability of funds and consistent with applicable requirements or on commercial terms from public and non-public investors.
Article 6: Land/Development Rights/Concessions
- Armenia shall take all steps consistent with Armenian law and with all expediency to: (i) ensure that the land along the TRIPP Implementation Areas is, or may become, the property of Armenia; and (ii) ensure such land is free from any encumbrances or third-party rights, and shall bear all financial costs associated with these processes.
- Following the incorporation of the TDC and once each TRIPP Implementation Area has been determined, Armenia shall grant to the TDC, for an initial term of 49 years, exclusive land use rights, development rights, related permissions, and all other rights, to be mutually decided by the Government of Armenia and the TDC as required to effectively develop, operate and/or maintain, as applicable, the relevant TRIPP Project, which rights shall be fully assignable to the SPVs.
- Armenia agrees that the TDC shall be permitted to develop detailed concession terms that will inform the selection of the concessionaire as described in Article 4(3).
- Armenia agrees:
(a) it remains the sole grantor of any concession and, as such, it will not deem the TDC to have assumed its obligations, in whole or in part;
(b) it will not deem the TDC to be a concessionaire or to have assumed any obligations of the SPVs or concessionaires under any concession.
- The Parties expect that at the end of the term of the development rights, or in the event the TDC ceases operations for whatever reason; or at the mutual agreement of the Shareholders, any residual rights enjoyed by the TDC are to revert to Armenia at no cost or consideration to be paid by Armenia.
- Nothing in this Agreement shall prevent the construction and operation of any infrastructure by any person in the sovereign territory of Armenia that are not TRIPP Projects.
Article 7: Emergency Response and Infrastructure Security
- Parties affirm that Armenia retains full authority in Armenian sovereign territory and that Armenian authorities have primacy in all emergency situations in the TRIPP Implementation Areas.
- The Parties intend that Armenia is to have the right to approve infrastructure security plans for the TRIPP Implementation Areas. Should these plans include the hiring of private security personnel, these personnel are to be subject to Armenian licensing.
Article 8: Customs/Border
- The Parties recognize that Armenia retains full sovereignty and jurisdiction over its borders and customs operations, is committed to efficient border management, and has the right to maintain physical presence at all its border control facilities. Armenia, in line with its domestic law and its international agreements, shall remain responsible for, and shall provide the appropriate infrastructure for:
(a) security and law enforcement;
(b) border control and border security;
(c) customs and immigration control;
(d) remittance of taxes and duties to the state budget;
(e) government data systems; and
(f) state administrative functions and oversight.
- Armenia shall use its best efforts to adopt, maintain, and optimize modern border security and customs controls procedures, while maintaining Armenia’s sovereignty and jurisdiction, using digital tools to facilitate the effective operation of the TDC or its SPVs and the interoperability of the TRIPP with regional transit networks. This may include taking steps necessary to implement a “front office/back office” method of customs and immigration operations for TRIPP Projects, consistent with the TIF and the principles of the Joint Declaration.
- Armenia agrees to use private operators (the “front office”) to provide customer-facing services at the relevant border crossing points within the TRIPP Implementation Areas, subject to the mutual consent of Armenia and the TDC.
- The United States intends to collaborate on the improvement of Armenia’s border security as memorialized in the Memorandum of Understanding Between the Government of the United States of America and the Government of the Republic of Armenia Regarding the Crossroads of Peace Capacity Building Partnership, signed at Washington August 8, 2025.
- The Parties intend to work together to ensure that all border security processes and procedures within the TRIPP Implementation Areas are implemented in a way to further the success of the TRIPP, as allowable under Armenian law.
Article 9: Taxation
- Armenia agrees that dividends distributed by the TDC (being a resident of Armenia) to the TDC US (being a resident of the United States) shall be exempt from taxation in Armenia, provided that the TDC US is wholly-owned by the Government of the United States.
- Armenia agrees that the TDC shall not pay tax on dividends distributed by SPVs to the TDC in Armenia.
- Armenia agrees that the TDC shall not pay capital gains tax on the disposal of TDC or SPV shares in Armenia.
- Armenia agrees that the TDC and SPVs shall not pay any tax in Armenia on the transaction of transfer of the rights, as referred in Article 6(2), from the Government of Armenia to the TDC or from the TDC to SPVs.
Article 10: Dispute Settlement
- The Parties shall endeavor to agree on the interpretation and application of this Agreement and shall make every attempt through cooperation and consultations to arrive at a mutually satisfactory resolution of any matter that might affect its operation.
- To the extent that a dispute arises regarding the interpretation or application of this Agreement, such dispute shall be resolved by mutual consultation.
Article 11: Technical Provisions
- This Agreement shall enter into force on the date of the later note in an exchange of notes between the Parties indicating that each Party has completed all internal procedures necessary for its entry into force.
- This Agreement may be amended by mutual written agreement of the Parties.
- This Agreement may be terminated by either Party by providing written notification to the other Party. Termination of this Agreement shall take effect 1 year from the date of such written notification”.
Ministry of Foreign Affairs of Armenia
