Legal Consultant - Tokenization of Nature-Based Water Solutions

OBJECTIVE OF THE ASSIGNMENT:

The objective of this consultancy is to provide technical advisory services to the Al Murunah and Al Murunah+ projects to assess the feasibility of, and develop a business model and roadmap for, the tokenization of the projects’ nature-based solution assets in Jordan, Egypt, and Palestine.

The Consultant is expected to advise IWMI on the selection of assets for tokenization, identify the potential benefits and incentives of tokenization, and deliver actionable guidance on structuring compliant digital asset instruments in accordance with applicable national laws and relevant international frameworks.

The assignment will be considered successful if, upon its completion, IWMI is able to make an informed Go/No-Go decision on piloting tokenization in at least one priority jurisdiction, supported by a legally compliant structuring option, a documented risk framework, and enhanced internal staff capacity to engage credibly with regulators and investors.

The consultancy will also demonstrate the potential value of tokenization through the following outcomes:

• Improved access to impact investment: Tokenization will enable owners of assets, such as solar-powered irrigation systems, the Nawalla food processing enterprise, and rehabilitated irrigation canals, to attract a broader pool of impact investors by representing these assets as digital instruments.
• Fractional ownership: Tokenization enables assets to be divided into smaller, investable units, lowering the entry barrier for investors and potentially broadening the funding base significantly. This is particularly relevant to strengthening women’s ownership of assets and enhancing their ability to use those assets as collateral.
• Transparency and accountability: Blockchain-based instruments improve the traceability of how funds are utilized and how assets perform, thereby informing IWMI’s engagement with future donors and investors.
• Scalability: A proven tokenization model in Jordan, Egypt, and Palestine could be replicated in other project countries, including Iraq, Bangladesh, and Sudan, thereby multiplying its impact.
• Intellectual property (IP) monetization: Explore how non-physical outputs, such as the gender-transformative training manual, could generate ongoing revenue through tokenized licensing and royalty structures.

DUTIES & RESPONSIBILITIES:

Task 1: Inception Meeting

• The Consultant will hold a brief inception meeting with the Al Murunah/Al Murunah+ project teams to provide a baseline understanding of tokenization and the expected deliverables throughout the duration of the assignment. This meeting will also be used to test and refine the asset selection criteria.

Task 2: Overall Regulatory Landscape Assessment

• Conduct a rapid and comprehensive review of the legal and regulatory environment for digital assets and tokenization in Jordan, Egypt, and Palestine, covering:
• Applicable securities, financial instruments, and fintech legislation in each jurisdiction.
• Central bank regulations and digital asset frameworks (including regulatory sandbox programs, where available).
• Anti-Money Laundering (AML) and Know Your Customer (KYC) requirements relevant to digital asset issuance.
• Cross-border digital asset transaction rules applicable to the three countries.
• Gaps, risks, and enabling conditions within each regulatory environment.

Task 3: Establish Asset Selection Criteria

• Work with the project team to gain a better understanding of the available assets and establish a structured asset evaluation framework.
• Provide an analysis and recommendations for structuring a business model for one or more of the following assets as tokenized digital instruments:
• Solar-powered irrigation systems: Assess options for tokenizing physical infrastructure assets (e.g., revenue-sharing tokens and asset-backed tokens).
• Food processing enterprise (Nawalla): Assess options for equity-like or utility token structures representing operational value or returns.
• Spring and/or irrigation canal rehabilitation.
• Training manual: Assess intellectual property (IP) tokenization options, including licensing rights and royalty structures.
• For each asset, the analysis should identify the most appropriate token type (utility, security, or hybrid), legal vehicle, and jurisdiction for issuance.

Task 4: Develop a Business Model for Tokenization

• For the selected assets, design a business model for tokenization, followed by an online consultative meeting with the project team.
• Develop a compliance framework for the digital asset issuance process, including:
• Investor eligibility and accreditation requirements for each jurisdiction.
• Disclosure and prospectus obligations (where applicable).
• Information requirements related to the identified interventions.
• Data protection and cybersecurity considerations.
• Environmental and social safeguard requirements linked to nature-based solutions standards.
• A risk register identifying key legal, regulatory, and reputational risks.

Task 5: Tokenization Roadmap / Implementation Plan

• Prepare a phased implementation roadmap for the tokenization of the identified assets, including:
• Recommended sequencing of asset tokenization (short-, medium-, and long-term).
• Priority jurisdiction(s) for piloting the first token issuance.
• Key milestones required regulatory approvals, and estimated timelines.
• Guidance on platform selection criteria (permissioned vs. public blockchain and applicable technology standards).
• Recommended legal documentation, including term sheets, smart contract legal wrappers, and investor agreements.
• Presentation of the roadmap and recommendations to IWMI, followed by the formal close-out of the assignment.

DELIVERABLES:

1. Inception Workshop and Presentation Draft - Includes an introduction to tokenization, its benefits, and how it can be applied within Nature-Based Solutions (NBS), as well as the proposed work plan, methodology, and stakeholder engagement plan for the assignment.
2. Overall Regulatory Landscape Assessment Report (Jordan, Egypt, and Palestine) - A comprehensive assessment of the legal and regulatory landscape governing digital assets and tokenization in the three target countries.
3. Asset Analysis and Legal Structuring Options Report - A report analyzing each asset class, the asset selection criteria, and the legal structuring options for each asset class, followed by a brief presentation of the findings.
4. Business Model and Compliance Framework - Development of the tokenization business model, compliance framework, and risk register, followed by a brief presentation of the findings.
5. Tokenization Roadmap and Recommendations Report - A comprehensive implementation roadmap and recommendations report, followed by a close-out presentation.

Requirements

MINIMUM EDUCATIONAL QUALIFICATIONS & EXPERIENCE REQUIRED

Essential:

• Advanced degree in Law, with specialization in financial law, capital markets, or technology.
• Minimum 7 years of professional experience in legal advisory, with demonstrable focus on financial instruments, securities law, or emerging digital asset regulation.
• Proven experience advising digital asset issuance, tokenization, or blockchain-related legal structures.
• Direct experience with regulatory frameworks in at least two of the three target countries: Jordan, Egypt, and Palestine.
• Strong understanding of MENA financial regulatory environments, including securities regulators, central bank digital currency (CBDC) developments, and fintech legislation.
• Fluency in English; Arabic language proficiency is a strong advantage.

Desirable:

• Experience with impact finance, green bonds, or nature-based solution financing instruments.
• Familiarity with international digital asset standards (FATF guidance, MiCA, IOSCO frameworks) and their applicability to MENA jurisdictions.
• Established networks with relevant regulatory authorities in Jordan, Egypt, and/or Palestine.
• Prior work with international development organizations, NGOs, or donor-funded programmes.