Consultant - Legal and Regulatory Advisor (Digital Asset Tokenization)

The International Water Management Institute (IWMI) is an international non-profit, research-for-development organization that works with governments, civil society, and private sector organizations to address water-related challenges in developing countries and scale up solutions.

IWMI is headquartered in Colombo, Sri Lanka, and is a CGIAR research center with offices in 15 countries and a global network of researchers operating in approximately 56 countries. IWMI is implementing a regional project focused on Resilient Nature-Based Water Solutions (RNBWS) in Jordan, Egypt, Palestine, and Lebanon.

Related projects are also being implemented in Iraq, Bangladesh, and Sudan. The projects include environmental, agricultural, and social interventions, including the following examples:

Solar-powered irrigation systems for agriculture in Egypt.

A small-scale food processing enterprise supporting rural women and smallholder female farmers, known as Nawalla.

Rehabilitation of irrigation canals and springs.

A training manual on gender-transformative curricula, including the delivery of the associated training course.

As part of its strategy to mobilize innovative finance and scale these interventions, IWMI seeks to explore the tokenization of these assets as digital instruments.

Tokenization—the process of representing ownership or value rights of real-world assets on a blockchain or distributed ledger—may offer potential pathways for attracting impact investors, improving transparency, and enabling fractional ownership.

Given the nascent and evolving legal and regulatory landscape for digital assets across Jordan, Egypt, Palestine, Bangladesh, and Sudan, specialized legal and regulatory expertise is required to assess feasibility, structure compliant instruments, and guide the token issuance process.

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).