Each Party shall promptly publish:
(a) its measures relating to government procurement covered by this Chapter; and
(b) any modifications to such measures in the same manner as the original publication.

Article 13.8. Qualification of Suppliers

Registration Systems and Qualification Procedures
1. A Party, including its procuring entities, may maintain a supplier registration system under which interested suppliers are required to register and provide certain information.
2. Each Party shall ensure that:
(a) its procuring entities make efforts to minimise differences in their qualification procedures; and
(b) where its procuring entities maintain registration systems, the entities make efforts to minimise differences in their registration systems.
3. A Party, including its procuring entities, shall not adopt or apply any registration system or qualification procedure with the purpose or the effect of creating unnecessary obstacles to the participation of suppliers of the other Party in its procurement. Selective Tendering
4. Where a procuring entity intends to use selective tendering, the entity shall:
(a) include in the notice of intended procurement at least the information specified in Article 13.11.2(a), (b), (f), (g), (j), and (k) and invite suppliers to submit a request for participation; and (b) provide, by the commencement of the time-period for tendering, at least the information specified in Article 13.11.2(c), (d), (e), (h), and (i) to the qualified suppliers that it notifies as specified in Article 13.12.4(b).
5. A procuring entity shall allow all qualified suppliers to participate in a particular procurement, unless the procuring entity states in the notice of intended procurement any limitation on the number of suppliers that will be permitted to tender and the criteria for selecting the limited number of suppliers.
6. Where the tender documentation is not made publicly available from the date of publication of the notice referred to in paragraph 4, a procuring entity shall ensure that those documents are made available at the same time to all the qualified suppliers selected in accordance with paragraph 5. Multi-Use Lists
7. A procuring entity may maintain a multi-use list of suppliers, provided that a notice inviting interested suppliers to apply for inclusion on the list is: (a) published annually; (b) where published by electronic means, made available continuously; and (c) published in the appropriate medium listed in Annex 13-A.
8. The notice provided for in paragraph 7 shall include:
(a) a description of the goods or services, or categories thereof, for which the list may be used;
(b) the conditions for participation to be satisfied by suppliers for inclusion on the list and the methods that the procuring entity will use to verify that a supplier satisfies the conditions;
(c) the name and address of the procuring entity and other information necessary to contact the entity and obtain all relevant documents relating to the list;
(d) the period of validity of the list and the means for its renewal or termination, or where the period of validity is not provided, an indication of the method by which notice will be given of the termination of use of the list; and
(e) an indication that the list may be used for procurement covered by this Chapter.
9. Notwithstanding paragraph 7, where a multi-use list will be valid for three years or less, a procuring entity may publish the notice referred to in paragraph 7 only once, at the beginning of the period of validity of the list, provided that the notice:
(a) states the period of validity and that further notices will not be published; and
(b) is published by electronic means and is made available continuously during the period of its validity.
10. A procuring entity shall allow suppliers to apply at any time for inclusion on a multi-use list and shall include on the list all qualified suppliers within a reasonably short period of time.
11. Where a supplier that is not included on a multi-use list submits a request for participation in a procurement based on a multi-use list and all required documents, within the time-period provided for in Article 13.12, a procuring entity shall examine the request. The procuring entity shall not exclude the supplier from consideration in respect of the procurement on the grounds that the entity has insufficient time to examine the request, unless, in exceptional cases, due to the complexity of the procurement, the entity is not able to complete the examination of the request within the time-period allowed for the submission of tenders. Information on Procuring Entity Decisions
12. A procuring entity shall promptly inform any supplier that submits a request for participation in a procurement or application for inclusion on a multi-use list of the procuring entity's decision with respect to the request or application. 13. Where a procuring entity rejects a supplier`s request for participation in a procurement or application for inclusion on a multi-use list, ceases to recognise a supplier as qualified, or removes a supplier from a multi-use list, the entity shall promptly inform the supplier and, on the request of the supplier, promptly provide the supplier with a written explanation of the reasons for its decision.

Article 13.9. Conditions for Participation

1. A procuring entity shall limit any conditions for participation in a procurement to those that are essential to ensure that a supplier has the legal and financial capacities and the commercial and technical abilities to undertake the relevant procurement.
2. In establishing the conditions for participation, a procuring entity:
(a) shall not impose the condition that, in order for a supplier to participate in a procurement, the supplier has previously been awarded one or more contracts by a procuring entity of a given Party; and
(b) may require relevant prior experience where essential to meet the requirements of the procurement.
3. In assessing whether a supplier satisfies the conditions for participation, a procuring entity shall:
(a) evaluate the financial capacity and the commercial and technical abilities of a supplier on the basis of that supplier's business activities both inside and outside the territory of the Party of the procuring entity; and
(b) base its evaluation on the conditions that the procuring entity has specified in advance in notices or tender documentation.
4. Where there is supporting evidence, a Party, including its procuring entities, may exclude a supplier on grounds such as:
(a) bankruptcy;
(b) false declarations;
(c) significant or persistent deficiencies in performance of any substantive requirement or obligation under a prior contract or contracts;
(d) final judgments in respect of serious crimes or other serious offences;
(e) professional misconduct or acts or omissions that adversely reflect on the commercial integrity of the supplier; or
(f) failure to pay taxes.

Article 13.10. Limited Tendering

1. Provided that it does not use this provision for the purposes of avoiding competition among suppliers or in a manner that discriminates against suppliers of the other Party or protects domestic suppliers, a procuring entity may use limited tendering and may choose not to apply Articles 13.8, 13.9, 13.11, 13.12, 13.14, and 13.15 only under any of the following circumstances:
(a) where,
(i) no tenders were submitted or no suppliers requested participation;
(ii) no tenders that conform to the essential requirements of the tender documentation were submitted;
(iii) no suppliers satisfied the conditions for participation; or
(iv) the tenders submitted have been collusive, provided that the requirements of the tender documentation are not substantially modified;
(b) where the goods or services can be supplied only by a particular supplier and no reasonable alternative or substitute goods or services exist for any of the following reasons:
(i) the requirement is for a work of art;
(ii) the protection of patents, copyrights or other exclusive rights; or
(iii) due to an absence of competition for technical reasons;
(c) for additional deliveries by the original supplier of goods or services that were not included in the initial procurement, where a change of supplier for such additional goods or services:
(i) cannot be made for economic or technical reasons such as requirements of interchangeability or interoperability with existing equipment, software, services or installations procured under the initial procurement; and
(ii) would cause significant inconvenience or substantial duplication of costs for the procuring entity;
(d) insofar as is strictly necessary where, for reasons of extreme urgency brought about by events unforeseeable by the procuring entity, the goods or services could not be obtained in time using open tendering or selective tendering;
(e) for goods purchased on a commodity market;
(f) where a procuring entity procures a prototype or a first good or service that is developed at its request in the course of, and for, a particular contract for research, experiment, study or original development. Original development of a first good or service may include limited production or supply in order to incorporate the results of field testing and to demonstrate that the good or service is suitable for production or supply in quantity to acceptable quality standards, but does not include quantity production or supply to establish commercial viability or to recover research and development costs;
(g) for purchases made under exceptionally advantageous conditions that only arise in the very short term in the case of unusual disposals such as those arising from liquidation, receivership or bankruptcy, but not for routine purchases from regular suppliers; or
(h) where a contract is awarded to a winner of a design contest provided that:
(i) the contest has been organised in a manner that is consistent with the principles of this Chapter, in particular relating to the publication of a notice of intended procurement; and
(ii) the participants are judged by an independent jury with a view to a design contract being awarded to a winner.
2. A procuring entity shall prepare a report in writing on each contract awarded under paragraph 1. The report shall include the name of the procuring entity, the value and kind of goods or services procured and a statement indicating the circumstances and conditions described in paragraph 1 that justified the use of limited tendering.

Article 13.11. Notices

Notice of Intended Procurement
1. For each covered procurement, a procuring entity shall publish a notice of intended procurement in the appropriate paper or electronic medium listed in Annex 13-A except in the circumstances described in Article 13.10. Such medium shall be widely disseminated and such notices shall remain readily accessible to the public, at least until expiration of the time-period indicated in the notice. The notices shall, for procuring entities covered under Annex 13-A, be accessible by electronic means free of charge through a single point of access during the entire period established for tendering.
2. Except as otherwise provided in this Chapter, each notice of intended procurement shall include:
(a) the name and address of the procuring entity and other information necessary to contact the procuring entity and obtain all relevant documents relating to the procurement, and their cost and terms of payment, if any;
(b) a description of the procurement, including the nature and the quantity of the goods or services to be procured or, where the quantity is not known, the estimated quantity;
(c) for recurring contracts, an estimate, if possible, of the timing of subsequent notices of intended procurement; (d) a description of any options;
(e) the time-frame for delivery of goods or services or the duration of the contract;
(f) the procurement method that will be used and whether it will involve negotiation or electronic auction;
(g) where applicable, the address and the final date for the submission of requests for participation in the procurement;
(h) the address and the final date for the submission of tenders;
(i) the language or languages in which tenders or requests for participation may be submitted, if they may be submitted in a language other than an official language of the Party of the procuring entity;
(j) a list and brief description of any conditions for participation of suppliers, including any requirements for specific documents or certifications to be provided by suppliers in connection therewith, unless such requirements are included in tender documentation that is made available to all interested suppliers at the same time as the notice of intended procurement; and
(k) where, pursuant to Article 13.8, a procuring entity intends to select a limited number of qualified suppliers to be invited to tender, the criteria that will be used to select them and, where applicable, any limitation on the number of suppliers that will be permitted to tender.
Summary Notice
3. For each case of intended procurement, a procuring entity shall publish a summary notice that is readily accessible, at the same time as the publication of the notice of intended procurement, in English. The summary notice shall contain at least the following information:
(a) the subject-matter of the procurement;
(b) the final date for the submission of tenders or, where applicable, the final date for the submission of requests for participation in the procurement or for inclusion on a multi-use list; and
(c) the address from which documents relating to the procurement may be requested. Notice of Planned Procurement 4. Procuring entities are encouraged to publish in the appropriate paper or electronic medium listed in Annex 13-A as early as possible in each fiscal year a notice regarding their future procurement plans (hereinafter referred to as "notice of planned procurement"). The notice of planned procurement should include the subject-matter of the procurement and the planned date of the publication of the notice of intended procurement.

Article 13.12. Time-periods

General
1. A procuring entity shall, consistent with its own reasonable needs, provide sufficient time for suppliers to prepare and submit requests for participation and responsive tenders, taking into account such factors as:
(a) the nature and complexity of the procurement;
(b) the extent of subcontracting anticipated; and
(c) the time necessary for transmitting tenders by non-electronic means from foreign as well as domestic points where electronic means are not used.
2. Such time-periods, including any extension of the time-periods, shall be the same for all interested or participating suppliers.
Deadlines
3. A procuring entity that uses selective tendering shall establish that the final date for the submission of requests for participation shall not, in principle, be less than 25 days from the date of publication of the notice of intended procurement. Where a state of urgency duly substantiated by the procuring entity renders this time-period impracticable, the time-period may be reduced to not less than 10 days.
4. Except as provided for in paragraphs 5 through 8, a procuring entity shall establish that the final date for the submission of tenders shall be not less than 40 days from the date on which:
(a) in the case of open tendering, the notice of intended procurement is published; or
(b) in the case of selective tendering, the entity notifies suppliers that they will be invited to submit tenders, whether or not it uses a multi-use list.
5. A procuring entity may reduce the time-period for tendering established in accordance with paragraph 4 to not less than 10 days where:
(a) the procuring entity has published a notice of planned procurement as described in Article 13.11.4 at least 40 days and not more than 12 months in advance of the publication of the notice of intended procurement, and the notice of planned procurement contains:
(i) a description of the procurement;
(ii) the approximate final dates for the submission of tenders or requests for participation;
(iii) a statement that interested suppliers should express their interest in the procurement to the procuring entity;
(iv) the address from which documents relating to the procurement may be obtained; and
(v) as much of the information that is required for the notice of intended procurement under Article 13.11.2 as is available;
(b) the procuring entity, for recurring contracts, indicates in an initial notice of intended procurement that subsequent notices will provide time-periods for tendering based on this paragraph; or
(c) a state of urgency duly substantiated by the procuring entity renders the time-period for tendering established in accordance with paragraph 4 impracticable.
6. A procuring entity may reduce the time-period for tendering established in accordance with paragraph 4 by five days for each one of the following circumstances:
(a) the notice of intended procurement is published by electronic means;
(b) all the tender documentation is made available by electronic means from the date of the publication of the notice of intended procurement; or
(c) the entity accepts tenders by electronic means.
7. The use of paragraph 6, in conjunction with paragraph 5, shall in no case result in the reduction of the time-period for tendering established in accordance with paragraph 5 to less than 10 days from the date on which the notice of intended procurement is published.
8. Notwithstanding any other provision in this Article, where a procuring entity purchases commercial goods or services, or any combination thereof, it may reduce the time-period for tendering established in accordance with paragraph 4 to not less than 13 days, provided that it publishes by electronic means, at the same time, both the notice of intended procurement and the tender documentation. In addition, where the entity accepts tenders for commercial goods or services by electronic means, it may reduce the time-period established in accordance with paragraph 4 to not less than 10 days.

Article 13.13. Technical Specifications

1. A procuring entity shall not prepare, adopt or apply any technical specification or prescribe any conformity assessment procedure with the purpose or the effect of creating unnecessary obstacles to international trade. 2. In prescribing the technical specifications for the goods or services being procured, a procuring entity shall, where appropriate:
(a) set out the technical specification in terms of performance and functional requirements, rather than design or descriptive characteristics; and
(b) base the technical specification on international standards, where such standards exist, or otherwise on national technical regulations, recognised national standards or building codes.
3. Where design or descriptive characteristics are used in the technical specifications, a procuring entity should indicate, where appropriate, that it will consider tenders of equivalent goods or services that demonstrably fulfil the requirements of the procurement by including words such as "or equivalent" in the tender documentation.
4. A procuring entity shall not prescribe technical specifications that require or refer to a particular trademark or trade name, patent, copyright, design, type, specific origin, producer or supplier, unless there is no other sufficiently precise or intelligible way of describing the procurement requirements and provided that, in such cases, the entity includes words such as "or equivalent" in the tender documentation.
5. A procuring entity shall not seek or accept, in a manner that would have the effect of precluding competition, advice that may be used in the preparation or adoption of any technical specification for a specific procurement from a person that may have a commercial interest in the procurement.
6. For greater certainty, a Party, including its procuring entities, may, in accordance with this Article, prepare, adopt, or apply technical specifications to promote the conservation of natural resources or protect the environment.

Article 13.14. Tender Documentation

1. A procuring entity shall make available to suppliers tender documentation that includes all information necessary to permit suppliers to prepare and submit responsive tenders. Unless already provided in the notice of intended procurement, such documentation shall include a complete description of:
(a) the procurement, including the nature and the quantity of the goods or services to be procured or, where the quantity is not known, the estimated quantity and any requirements to be fulfilled, including any technical specifications, conformity assessment certification, plans, drawings or instructional materials;
(b) any conditions for participation of suppliers, including a list of information and documents that suppliers are required to submit in connection with the conditions for participation;
(c) all evaluation criteria the entity will apply in the awarding of the contract, and, except where price is the sole criterion, the relative importance of such criteria;
(d) where the procuring entity will conduct the procurement by electronic means, any authentication and encryption requirements or other requirements related to the submission of information by electronic means;
(e) where the procuring entity will hold an electronic auction, the rules, including identification of the elements of the tender related to the evaluation criteria, on which the auction will be conducted;
(f) where there will be a public opening of tenders, the date, time and place for the opening and, where appropriate, the persons authorised to be present;
(g) any other terms or conditions, including terms of payment and any limitation on the means by which tenders may be submitted, such as whether on paper or by electronic means; and
(h) any dates for the delivery of goods or the supply of services.
2. In establishing any date for the delivery of goods or the supply of services being procured, a procuring entity shall take into account such factors as the complexity of the procurement, the extent of subcontracting anticipated and the realistic time required for production, de-stocking and transport of goods from the point of supply or for supply of services.
3. The evaluation criteria set out in the notice of intended procurement or tender documentation may include, among others, price and other cost factors, quality, technical merit, environmental characteristics and terms of delivery.
4. A procuring entity shall promptly:
(a) make available tender documentation to ensure that interested suppliers have sufficient time to submit responsive tenders;
(b) provide, on request, the tender documentation to any interested supplier; and
(c) reply to any reasonable request for relevant information by any interested or participating supplier, provided that such information does not give that supplier an advantage over other suppliers. Modifications
5. Where, prior to the award of a contract, a procuring entity modifies the criteria or requirements set out in the notice of intended procurement or tender documentation provided to participating suppliers, or amends or re-issues a notice or tender documentation, it shall transmit in writing all such modifications or amended or re-issued notice or tender documentation:
(a) to all suppliers that are participating at the time of the modification, amendment or re-issuance, where such suppliers are known to the entity, and in all other cases, in the same manner as the original information was made available; and
(b) in adequate time to allow such suppliers to modify and re-submit amended tenders, as appropriate.

Article 13.15. Treatment of Tenders and Awarding of Contracts

Treatment of Tenders
1. A procuring entity shall receive, open and treat all tenders under procedures that guarantee the fairness and impartiality of the procurement process, and the confidentiality of tenders.
2. A procuring entity shall not penalise any supplier whose tender is received after the time specified for receiving tenders if the delay is due solely to mishandling on the part of the procuring entity.
3. Where a procuring entity provides a supplier with an opportunity to correct unintentional errors of form between the opening of tenders and the awarding of the contract, the procuring entity shall provide the same opportunity to all participating suppliers. Awarding of Contracts
4. To be considered for an award, a tender shall be submitted in writing and shall, at the time of opening, comply with the essential requirements set out in the notices and tender documentation and be from a supplier that satisfies the conditions for participation.
5. Unless a procuring entity determines that it is not in the public interest to award a contract, the entity shall award the contract to the supplier that the entity has determined to be capable of fulfilling the terms of the contract and that, based solely on the evaluation criteria specified in the notices and tender documentation, has submitted:
(a) the most advantageous tender; or
(b) where price is the sole criterion, the lowest price.
6. Where a procuring entity receives a tender with a price that is abnormally lower than the prices in other tenders submitted, it may verify with the supplier that it satisfies the conditions for participation and is capable of fulfilling the terms of the contract.
7. A procuring entity shall not use options, cancel a procurement or modify awarded contracts in a manner that circumvents the obligations under this Chapter.

Article 13.16. Post-award Information

Information Provided to Suppliers
1. A procuring entity shall promptly inform participating suppliers of the entity's contract award decisions and, on the request of a supplier, shall do so in writing. Subject to Article 13.6 a procuring entity shall, on request, provide an unsuccessful supplier with an explanation of the reasons why the entity did not select its tender and the relative advantages of the successful supplier's tender. Publication of Award Information
2. No later than 72 days after the award of each contract covered by this Chapter, a procuring entity shall publish a notice in the appropriate paper or electronic medium listed in Annex 13-A. Where the entity publishes the notice only in an electronic medium, the information shall remain readily accessible for a reasonable period of time. The notice shall include at least the following information:
(a) a description of the goods or services procured;
(b) the name and address of the procuring entity;
(c) the name and address of the successful supplier;
(d) the value of the successful tender or the highest and lowest offers taken into account in the award of the contract; (e) the date of award; and
(f) the type of procurement method used, and in cases where limited tendering was used in accordance with Article 13.10, a description of the circumstances justifying the use of limited tendering. Maintenance of Documentation, Reports and Electronic Traceability
3. Each procuring entity shall, for a period of at least three years from the date it awards a contract, maintain:
(a) the documentation and reports of tendering procedures and contract awards relating to covered procurement, including the reports required under Article 13.10; and
(b) data that ensure the appropriate traceability of the conduct of covered procurement by electronic means.

Article 13.17. Domestic Review of Supplier Complaints

1. Each Party shall ensure that its entities accord impartial and timely consideration to any complaints from suppliers regarding an alleged breach of measures implementing this Chapter arising in the context of a procurement in which they have, or have had, an interest. Where appropriate, a Party may encourage suppliers to seek clarification from its entities with a view to facilitating the resolution of any such complaints.
2. Each Party shall provide suppliers of the other Party with non-discriminatory, timely, transparent and effective access to an administrative or judicial body competent to hear or review complaints of alleged breaches of the procuring Party's laws, regulations, procedures and practices regarding procurement in the context of procurements in which they have, or have had, an interest.
3. Each Party shall make information on complaint mechanisms generally available.
4. Each Party shall adopt or maintain procedures that provide for:
(a) rapid interim measures to preserve the supplier's opportunity to participate in the procurement. Such interim measures may result in suspension of the procurement process. The procedures may provide that overriding adverse consequences for the interests concerned, including the public interest, may be taken into account when deciding whether such measures should be applied. Just cause for not acting shall be provided in writing; and
(b) where a review body has determined that there has been a breach or a failure as referred to in paragraph 1, corrective action or compensation for the loss or damages suffered, which may be limited to either the costs for the preparation of the tender or the costs relating to the challenge, or both.

Article 13.18. Use of Electronic Communications In Procurement

1. The Parties shall seek to provide opportunities for government procurement to be undertaken through the internet. 2. In order to facilitate commercial opportunities for its suppliers under this Chapter, each Party shall maintain a single electronic portal for access to comprehensive information on government procurement supply opportunities in its territory, and information on measures relating to government procurement shall be made available. The contact point or points from whom suppliers can obtain information on government procurement shall either be specified in Annex 13-A, or be set out in the information on the single electronic portal.
3. The Parties shall encourage, to the extent possible, the use of electronic means for the provision of tender documents and receipt of tenders.
4. The Parties shall endeavour to ensure that policies and procedures for the use of electronic means in procurement are adopted that:
(a) protect documentation from unauthorised and undetected alteration; and
(b) provide appropriate levels of security for data on, and passing through, the procuring entity's network.
5. Each Party shall encourage its entities to publish as early as possible in the fiscal year information regarding the entities` indicative procurement plans on the electronic portal referred to in paragraph 2.

Article 13.19. Amendments, Modifications and Rectifications of Annex

1. Where a Party proposes to make minor rectifications or other modifications of a purely formal or minor nature to Annex 13-A, it shall notify the other Party in writing. Such rectifications or modifications shall become effective 30 days from the date of notification, unless there is an objection from the other Party. The other Party shall not be entitled to compensatory adjustments.
2. Where a Party proposes to make a modification to Annex 13-A on the grounds that government control or influence over an entity has been effectively eliminated as a result of corporatisation and commercialisation or privatisation, it shall notify the other Party in writing. The proposed modification shall become effective 30 days from the date of notification, unless there is an objection from the other Party. The other Party shall not be entitled to compensatory adjustments.
3. Where the other Party objects to a proposed modification or rectification, it shall notify the modifying Party of its objection in writing within 30 days of the notification of the proposed modification or rectification and include the reason for its objection.
4. The Parties shall seek to resolve any objection through technical consultations, which shall be without prejudice to the rights and obligations of the Parties under Chapter 19 (Dispute Settlement).
5. Where a Party proposes to make an amendment for reasons other than those stated in paragraphs 1 and 2, it shall notify the other Party in writing and provide appropriate compensatory adjustments in order to maintain a level of coverage comparable to that existing prior to the amendment. The proposed amendment shall become effective in accordance with Article 21.4 (Amendments).
6. The Joint Commission shall by decision update Annex 13-A to reflect any amendment, modification or rectification that has become effective in accordance with paragraphs 1 through 5.

Chapter 14. Agriculture, Forestry and Fisheries Co-operation

Article 14.1. Objectives

The objectives of this Chapter are to facilitate the establishment of closer co-operation aimed, inter alia, at:
(a) enhancing the partnership aspects of this Agreement and advancing closer collaboration in areas of mutual interest;
(b) promoting understanding and strengthening of the trade and economic relationship in the agriculture, forestry and fisheries sectors; and
(c) building upon the existing agriculture and forestry co-operative arrangements between the Parties aimed at;
(i) increasing co-operation in areas of mutual interest;
(ii) facilitating trade and investment, including by exploring new opportunities in the agriculture, forestry and fisheries sectors;
(iii) facilitating the role of research, science, technology and education in the agriculture, forestry and fisheries sectors;
(iv) encouraging the important role of the private sector in promoting and building strategic alliances to encourage mutual economic growth and development; and
(v) promoting adherence to international rules and obligations.

Article 14.2. Scope

1. The Parties affirm the importance of all forms of co-operation in contributing towards implementation of the objectives and principles of this Agreement.
2. Co-operation between the Parties under this Chapter will supplement any co-operation activities related to agriculture, forestry and fisheries between the Parties pursuant to other Chapters of this Agreement and existing co-operative arrangements (1) between the Parties.

Article 14.3. Co-operative Activities

1. In pursuit of the objectives in Article 14.1, the Parties will encourage and facilitate, as appropriate, relevant activities, which may include, but are not limited to:
(a) policy dialogue on agricultural, forestry and fisheries policy issues and exchanges of information on ways to promote and expand trade and investment in agriculture, forestry and fisheries sectors, including in the areas of:
(i) research, science, technology and education to support government objectives for the agriculture, forestry and fisheries sectors;
(ii) sustainable production systems, including for example climate change impacts, mitigation and adaptation, and the role of the agriculture, forestry and fisheries sectors in contributing to low-carbon green growth; or (iii) economic and trade issues as they relate to the agriculture, forestry and fisheries sectors;
(b) private sector engagement in the agriculture, forestry and fisheries sectors in areas of mutual economic interest; and (c) other co-operative activities such as:
(i) technical co-operation;
(ii) joint research programs and projects;
(iii) exchange of experts, researchers, students and relevant professionals;
(iv) conferences, seminars and workshops; or (v) collaborative training exercises, in particular for students and graduates from educational institutions in the fields of agriculture, forestry and fisheries.
2. Co-operative activities shall be identified and agreed by the Parties, taking into account initiatives and activities taking place in international fora. To this end, the Parties shall conclude an Implementing Arrangement setting out the details of specific co-operative activities under this Chapter, and their implementation.

Article 14.4. Agriculture

The Parties, recognising the importance of promoting co-operative relationships between Korean and New Zealand farmers and agribusinesses, shall undertake co-operative activities on any agricultural matter the Parties agree to be appropriate, which may include, but are not limited to:
(a) agricultural industries, including livestock production and processing industries, cropping, horticulture, irrigated agriculture and natural fibre production;
(b) agricultural reforms and policies;
(c) agricultural economics;
(d) generational change and farm succession planning;
(e) rural development;
(f) environmental and natural resource economics and management;
(g) nutrition, including the agronomic and genetic enhancement of plant, animal and human nutrition;
(h) sustainable and conservation farming techniques; and
(i) any other agricultural matter as may be identified and agreed by the Parties.

Article 14.5. Forestry

The Parties, recognising that mutually beneficial co-operation and a strong trade relationship will enhance stability of supply, shall endeavour to co-operate in the field of forestry. Areas of co-operation may include:
(a) promotion of trade in timber products;
(b) investment in the forestry sector;
(c) development, utilisation and sustainable management of forest resources;
(d) the impact of climate change on forestry resources;
(e) forest fire management and control;
(f) forest thinning;
(g) forestry pest control;
(h) farm forestry;
(i) combating illegal logging and the associated trade; and
(j) any other areas of co-operation as may be identified and agreed by the Parties.

Article 14.6. Fisheries and Aquaculture

1. The Parties, recognising the economic and environmental importance of the sustainable management of fisheries resources, shall endeavour to support and encourage investment and participation in each other's fisheries sectors, consistent with the necessary regulatory requirements.
2. The Parties shall endeavour to co-operate, as appropriate, in the field of fisheries and aquaculture. Areas of co-operation may include the exchange of information regarding sustainable management of fisheries resources, for example in relation to:
(a) marine pests;
(b) recreational fishing;
(c) the impact of climate change on marine ecosystems;
(d) fisheries economics and resource management;
(e) policy and regulatory requirements, including with respect to the Parties' Exclusive Economic Zones;
(f) illegal, unreported and unregulated fishing; and
(g) any other fisheries and aquaculture matter as may be identified and agreed by the Parties.
3. The Parties will consider a possible fisheries co-operation arrangement.

Article 14.7. Security of Food Supply

1. The Parties recognise the importance of maintaining a stable and reliable food supply and the fulfilment of food security objectives.
2. The Parties shall explore, as appropriate, opportunities to co-operate in the area of global food security, including through relevant regional and international fora.
3. Recognising the important role that trade and investment plays in achieving long-term food security, the Parties shall, as appropriate, encourage productive and mutually beneficial trade and investment in agriculture and food.
4. In the event of a severe and sustained disruption to supply of staple foods and feed grain relevant to the Parties, the Parties shall enter into consultations, on the request of a Party, through appropriate co-operative mechanisms, which may include the Committee on Agriculture, Forestry and Fisheries Co-operation, to exchange information on, and to examine the factors relevant to, the situation. The Parties shall endeavour to take any appropriate actions available to them that would contribute to the resolution of the situation through such consultations. 5. Where a Party seeks to introduce a prohibition or restriction on the exportation, or sale for export, of any foodstuff that it exports to the other Party, it shall, on the request of the other Party, enter into consultations with a view to giving due consideration at the Committee on Agriculture, Forestry and Fisheries Co-operation as to the effects of such prohibition or restriction, and possible alternatives. When an export prohibition or restriction is introduced, the Parties shall enter into consultations, on the request of a Party with a view to early resolution of any differences.

Article 14.8. Committee on Agriculture, Forestry and Fisheries Co-operation

1. The Parties hereby establish a Committee on Agriculture, Forestry and Fisheries Cooperation (hereinafter referred to as "the Committee") to oversee implementation of this Chapter. The Committee shall consider any matter relating to the objectives and implementation of this Chapter including:
(a) supporting and strengthening contact between the Parties, including their respective government agencies, industry, institutions, and other organisations;
(b) designating contact points to facilitate communication between the Parties, who shall, as appropriate, work with government agencies, private sector representatives and educational and research institutions on the operation of this Chapter;
(c) resolving any differences or disputes in respect of the interpretation or application of this Chapter or any Implementation Arrangements concluded under it;
(d) exploring additional areas of co-operation; and
(e) any other functions as may be agreed by the Parties.
2. The Committee shall meet every year in principle, or as otherwise agreed by the Parties. The date, location, and agenda of each meeting shall be jointly decided through consultations between the contact points.

Article 14.9. Resources

1. With the aim of contributing to the fulfilment of the objectives of this Chapter, and recognising that co-operative activities as envisaged in the Chapter will be able to be implemented effectively only when financed with adequate resources, the Parties shall provide, within the limits of their own capacities and through their own channels, adequate resources to support such co-operative activities.
2. The Committee shall consider the provision of resources for the specific co-operative activities that it identifies.

Article 14.10. Resolution of Differences and Disputes

1. The Parties shall, to the extent possible, seek to resolve any differences or disputes arising in respect of the interpretation or application of this Chapter or any Implementation Arrangements concluded under it through consultations, with a view to resolution in a timely manner.
2. If consultations fail to resolve the matter, the Parties shall refer it to the Committee, which shall have the exclusive authority for resolving any differences or disputes in respect of the interpretation or application of this Chapter or any Implementation Arrangements concluded under it.
3. For greater certainty, notwithstanding paragraph 2, the Committee may, as appropriate, seek the guidance of the Joint Commission.

Chapter 15. Labour

Article 15.1. Objectives

The objectives of this Chapter are to:
(a) promote the common aspiration that free trade and investment should lead to job creation, decent work and meaningful jobs for workers, with terms and conditions of employment that adhere to the principles in the International Labour Organization (hereinafter referred to as the "ILO") Declaration of Fundamental Principles and Rights at Work and its Follow-Up, 1998 (hereinafter referred to as the "ILO Declaration"), and the ILO Declaration on Social Justice for a Fair Globalization, 2008;
(b) promote and achieve better understanding of each Party's labour systems, sound labour policies and practices, and the improved capacity and capability of each Party, including their relevant stakeholders, through increased cooperation and dialogue;

(c) promote the improvement of working conditions and living standards within the respective Parties' territories and protect, enhance and enforce basic workers' rights; and (d) enable the discussion and exchange of views on labour issues of mutual interest or concern with a view to reaching consensus on those issues.

Article 15.2. General Principles

1. The Parties reaffirm their obligations as members of the ILO and their commitments under the ILO Declaration. Each Party shall strive to adopt and maintain in its laws, regulations, policies and practices thereunder, the following principles embodied in the ILO Declaration:
(a) freedom of association and the effective recognition of the right to collective bargaining;
(b) the elimination of all forms of forced or compulsory labour;
(c) the effective abolition of child labour; and
(d) the elimination of discrimination in respect of employment and occupation.
2. Each Party shall respect the other Party's sovereign right to set its own policies and national priorities and to set, administer and enforce its own labour laws, regulations and practices according to those policies and priorities.
3. The Parties shall not fail to effectively enforce their labour laws, including those they adopt or maintain in accordance with paragraph 1, through a sustained or recurrent action or inaction, in a manner affecting trade or investment between the Parties. The Parties recognise that each Party retains the right to exercise discretion with respect to the distribution of enforcement resources and to make decisions regarding the allocation of resources to enforcement.
4. Neither Party shall waive or otherwise derogate from, or offer to waive or otherwise derogate from, its laws or regulations implementing paragraph 1, in a manner affecting trade or investment between the Parties, where the waiver or derogation would be inconsistent with the principles set out in paragraph 1.
5. Each Party shall ensure that its labour laws, regulations, policies and practices shall not be used for trade protectionist purposes.

Article 15.3. Procedural Guarantees and Public Awareness

1. Each Party shall ensure that the processes and institutions for the operation and enforcement of its labour laws, regulations, policies and practices, including administrative, quasi-judicial, or judicial tribunals, are appropriately accessible by persons with a recognised interest under its law, transparent, fair and equitable.
2. Each Party shall promote public awareness of its labour laws, regulations, policies and practices domestically, and may develop mechanisms as appropriate to inform its public of activities undertaken pursuant to this Chapter in accordance with its laws, regulations, policies and practices.
3. The Parties recognise the desirability of clear, well understood and broadly consulted labour laws, regulations, policies and practices.

Article 15.4. Institutional Arrangements

Contact Points
1. Each Party shall designate a contact point for labour matters within its labour ministry to facilitate communication between the Parties. Labour Committee
2. The Parties hereby establish a Labour Committee (hereinafter referred to as "the Committee"). The Committee shall include appropriate senior officials or their designates from the labour ministry and other appropriate agencies and ministries of each Party.
3. The Committee shall:
(a) establish an agreed work programme of co-operative activities;
(b) oversee and evaluate the agreed co-operative activities;
(c) serve as a forum for dialogue on labour matters of mutual interest;
(d) review the operation and outcomes of this Chapter; and
(e) take any other action it decides appropriate for the implementation of this Chapter.
4. The Committee shall meet within one year after the date this Agreement enters into force, and thereafter as necessary, to discuss matters of common interest and oversee the implementation of this Chapter, including the co-operative activities set out in Article 15.5. Public Participation
5. The Committee and each Party individually may consult or seek the advice of relevant stakeholders or experts over matters relating to the implementation of this Chapter.

Article 15.5. Co-operation

1. Recognising the importance of co-operating on trade-related aspects of labour policies in order to achieve the objectives of this Agreement, the Parties commit to establishing close co-operation through co-operative activities in areas of mutual interest as set out in paragraphs 2 and 3.
2. The Parties have established the following indicative list of areas of potential cooperation, which may be pursued at bilateral, regional or multilateral levels. The areas of co-operation may include, but are not limited to:
(a) legislation and practice related to the principles and rights contained in the ILO Declaration;
(b) labour-management relations;
(c) working conditions;
(d) occupational safety and health;
(e) human resources development;
(f) labour statistics;
(g) programmes, methodologies and experience regarding productivity improvement; and
(h) such other matters as the Parties may agree.
3. Co-operative activities may be implemented through a variety of means, which may include, but should not be limited to:
(a) exchanges of delegations, experts, scholars, teachers and instructors, including study visits and other technical exchanges;
(b) exchanges of information on standards, regulations and procedures and best practices to enhance mutual understanding of labour laws and institutions of the Parties;
(c) organisation of joint conferences, seminars, workshops, meetings, training sessions and outreach and education programmes; (d) development of collaborative projects or demonstrations;
(e) joint research projects, studies and reports;(f) co-operation within international fora such as the ILO on labour-related issues; and
(g) other forms of technical exchanges or co-operation to which the Parties may agree.
4. To facilitate co-operation, the Parties shall, as a first step after entry into force of this Agreement, exchange lists of their initial priorities, or areas of interest.
5. Any co-operative activities agreed to pursuant to paragraph 3 shall take into consideration each Party's labour priorities and needs as well as the resources available. Any specific activity or project launched by mutual determination may also be documented in a separate arrangement. (1) 
6. Each Party may, as appropriate, invite the participation of its unions and employers or other persons and organisations of its country in identifying potential areas for cooperation, and undertaking co-operative activities.

Article 15.6. Consultation

1. The Parties shall at all times endeavour to agree on the interpretation and application of this Chapter, and shall make every attempt through dialogue, consultation and cooperation to resolve any issue that might affect its operation. The Parties may seek advice 

Chapter 16. Environment

Article 16.1. Objectives

The objectives of this Chapter are to:
(a) promote an integrated approach to sustainable development, recognising that the goals of achieving economic growth, social wellbeing and a healthy environment are mutually supportive;
(b) encourage and promote sound environment policies to achieve a high level of environmental protection and the sustainable management of natural and infrastructure resources;
(c) encourage the creation of enabling settings for the promotion of trade and investment opportunities for environmental goods and services, including energy-related technologies that contribute to the protection of the environment;
(d) improve the capacities and capabilities of the Parties to address trade-related environmental issues, including climate change; and
(e) achieve a better understanding of each Party's environment systems, including policies and practices, scientific knowledge and technological developments, and strengthen the broader relationships of the Parties.

Article 16.2. General Principles

1. Each Party shall strive actively to ensure that its laws and policies provide for and encourage high levels of environmental protection and promote the sustainable management of natural and infrastructure resources.
2. Each Party shall respect the other Party's sovereign right to establish its own policies and national priorities, and to adopt, modify, administer and enforce its own environmental laws, regulations, policies and practices according to its priorities.
3. Each Party shall ensure that its environmental laws, regulations, policies and practices are consistent with and effectively implement its international commitments on environmental protection, including those established by multilateral environment agreements to which it is party.
4. Each Party shall ensure that its environmental laws, regulations, policies and practices shall not be used for trade protectionist purposes.
5. Each Party shall not fail to effectively enforce its environmental laws, through a sustained or recurring course of action or inaction, in a manner affecting trade or investment between the Parties, after the date this Agreement enters into force.
6. Each Party shall not weaken or reduce the environmental protections afforded in its laws to encourage trade or investment, by waiving or otherwise derogating from, or offering to waive or otherwise derogate from, its laws or regulations in a manner affecting trade or investment between the Parties.
7. Each Party shall promote public awareness of its environmental laws, regulations, policies and practices domestically, and ensure that the processes and institutions for the operation and enforcement of its environmental laws and regulations are fair, equitable and transparent.

Article 16.3. Multilateral Environmental Agreements

1. The Parties recognise the value and importance of international environmental governance and agreements as a response of the international community to global or regional environmental problems, including climate change.
2. The Parties shall strive to enhance the mutual supportiveness between multilateral environmental agreements to which both Parties are party and international trade rules.
3. In the event a Party proposes to take a measure to comply with its obligations under a multilateral environment agreement that may directly and adversely affect the other Party's trade or investment, either Party may seek to engage in dialogue to resolve the matter.

Article 16.4. Trade Favouring Environment

1. The Parties recognise the importance of trade and investment in environmental goods and services beneficial to the environment in their economies as a contribution to sustainable development.
2. The Parties resolve to make efforts to facilitate and promote trade and investment in environmental goods and services beneficial to the environment, including environmental technologies, renewable energy, and energy-efficient goods and services.

Article 16.5. Transparency

Further to Article 17.4 (Administrative Proceedings), the Parties, in accordance with their respective domestic laws, agree to develop, introduce and implement any measures aimed at protecting the environment that affect trade between the Parties in a transparent manner, with due notice and public consultation, and with appropriate and timely communication to and consultation with non-state actors, including the private sector.

Article 166. Review of Environmental Impacts

Each Party shall, as appropriate, share information with the other Party regarding its experiences in assessing and addressing any environmental effects of this Agreement.

Article 167. Institutional Arrangements

Contact Points
1. Each Party shall designate an office within its ministry responsible for environment related matters that shall serve as the contact point with the other Party to facilitate communication between the Parties and for the implementation of this Chapter, including coordination of environmental co-operation activities pursuant to Article 16.8.
Environment Committee
2. The Parties hereby establish an Environment Committee (hereinafter referred to as "the Committee"). The Committee shall comprise senior officials or their designates from the ministry responsible for environment related matters and other appropriate agencies or ministries of each Party.
3. The Committee shall:
(a) establish an agreed work programme of co-operative activities;
(b) oversee and evaluate the co-operative activities; (c) serve as a forum for dialogue on environmental matters of mutual interest;
(d) review the operation and outcomes of this Chapter; and
(e) take any other action it decides appropriate for the implementation of this Chapter.
4. The Committee shall meet (1) within the first year after this Agreement enters into force, and subsequently thereafter as mutually decided by the Parties.
5. After three years, or as otherwise agreed, the Committee shall review the operation and outcomes of this Chapter, and may report the result of this review to the Joint Commission. This report may also be made public.
Stakeholder Consultation
6. The Committee may consult or seek the advice of relevant stakeholders or experts over matters relating to the implementation of this Chapter.
7. Each Party shall provide an opportunity for its domestic stakeholders to submit views or advice to it on matters relating to the operation of this Chapter, and may develop mechanisms to inform its public of activities undertaken pursuant to this Agreement in accordance with its laws, regulations, policies and practices.
8. The Committee shall prepare a report on its work at the end of each Committee meeting. The Committee's report may be made public.

Article 16.8. Co-operation

1. The Parties recognise the importance of co-operation on trade-related environmental matters in order to support the effective implementation of this Agreement and promote the achievement of the objectives of this Chapter.
2. Taking account of their national priorities and available resources, the Parties commit to expanding their co-operative relationship in bilateral, regional and multilateral fora on environmental matters, including, where relevant, through the interaction of government and non-government organisations (including business, industry, education and research institutions).
3. The Parties also commit to co-operate on mutually agreed environmental issues as set out in Annex 16-A.

Chapter 17. Transparency

Article 17.1. Definitions

For the purposes of this Chapter: administrative ruling of general application means an administrative ruling or interpretation that applies to all persons and fact situations that fall generally within its ambit and that establishes a norm of conduct, but does not include:
(a) a determination or ruling made in administrative or quasi-judicial proceedings that applies to a particular person, good, or service of the other Party in a specific case; or
(b) a ruling that adjudicates with respect to a particular act or practice.

Article 17.2. Publication

1. Each Party shall ensure that its laws, regulations, procedures, and administrative rulings of general application with respect to any matter covered by this Agreement are published promptly or otherwise made available (1) in such a manner as to enable interested persons and the other Party to become acquainted with them.
2. When possible, each Party shall:
(a) publish in advance any measure referred to in paragraph 1 that it proposes to adopt; and
(b) provide, where appropriate, interested persons and the other Party with a reasonable opportunity to comment on any such proposed measure.

Article 17.3. Review and Appeal

1. Each Party shall establish or maintain judicial, quasi-judicial or administrative tribunals, or procedures for the purposes of the prompt review and, where warranted, correction of final administrative actions regarding matters covered by this Agreement. Such tribunals shall be impartial and independent of the office or authority entrusted with administrative enforcement and shall not have any substantial interest in the outcome of the matter.
2. Each Party shall ensure that, in any such tribunals or procedures, the parties to the proceedings are provided with the right to:
(a) a reasonable opportunity to support or defend their respective positions; and
(b) a decision based on the evidence and submissions of record or, where required by its domestic laws, the record compiled by the administrative authority.
3. Each Party shall ensure, subject to appeal or further review as provided in its domestic laws, that decisions referred to in paragraph 1 shall be implemented by, and shall govern the practice of, the offices or authorities with respect to the administrative action at issue. 1 Including through the internet or in print form.

Article 17.4. Administrative Proceedings

With a view to administering in a consistent, impartial and reasonable manner all measures affecting matters covered by this Agreement, each Party shall ensure, in its administrative proceedings applying measures referred to in Article 17.2.1 to particular persons, goods, or services of the other Party in specific cases, that:
(a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided reasonable notice, in accordance with domestic procedures, when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issues in question;
(b) persons of the other Party that are directly affected by a proceeding are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, the nature of the proceeding, and the public interest, permit; and
(c) its procedures are in accordance with its domestic laws.

Article 175. Notification and Provision of Information

1. Where a Party considers that any actual or proposed measure may materially affect the operation of this Agreement or otherwise substantially affect the other Party's interests under this Agreement, that Party shall notify the other Party, to the extent possible, of the actual or proposed measure.
2. On the request of the other Party, the requested Party shall promptly provide information and respond to questions pertaining to any actual or proposed measure.
3. Any notification, request, information or response provided under this Article shall be conveyed to the other Party through its Contact Points designated in accordance with Article 18.4 (Contact Points).
4. The notification referred to in paragraph 1 shall be regarded as having been conveyed in accordance with paragraph 3 when the actual or proposed measure has been appropriately notified to the WTO.
5. Any notification, information or response provided under this Article shall be without prejudice as to whether the measure is consistent with this Agreement.

Chapter 18. Institutional Provisions

Article 18.1. Establishment of the Joint Commission

The Parties hereby establish a Joint Commission which may meet at the level of Ministers or their respective designees, as mutually agreed by the Parties. Each Party shall be responsible for the composition of its delegation.

Article 18.2. Functions of the Joint Commission

1. The Joint Commission shall:
(a) review and assess the implementation and operation of this Agreement;
(b) supervise the work of all committees, working groups and other bodies established under this Agreement; and
(c) consider any other matter that may affect the operation of this Agreement.
2. The Joint Commission may:
(a) establish any ad hoc or standing committee, working group, or other body;
(b) refer matters to, or consider matters raised by, any ad hoc or standing committee, working group, or other body established under this Agreement;
(c) consider any proposals for amendments or modifications to the rights and obligations under this Agreement;
(d) as appropriate, issue interpretations of the provisions of this Agreement;
(e) further the implementation of this Agreement through implementing arrangements under the Agreement;
(f) establish its own rules of procedure as appropriate;
(g) explore ways to enhance further trade and investment between the Parties;
(h) seek to resolve differences or disputes that may arise regarding the interpretation or application of this Agreement; (i) seek the advice of non-governmental persons or groups; and
(j) take such other action in the exercise of its functions as the Parties may agree.

Article 18.3. Meetings of the Joint Commission

1. The Joint Commission shall convene within one year of entry into force of this Agreement and then annually, or as otherwise mutually agreed by the Parties.
2. Unless the Parties otherwise agree, meetings of the Joint Commission shall be held alternately in the territory of each Party and shall be chaired successively by each Party. The Party chairing a meeting of the Joint Commission shall provide any necessary administrative support for such meeting.
3. All decisions of the Joint Commission and of any ad hoc or standing committee, working group, and other body established under this Agreement shall be taken by mutual agreement.

Article 18.4. Contact Points

1. Each Party shall designate a Contact Point or Points, and provide details of such Contact Points to the other Party, to facilitate communications between the Parties on any matter covered by this Agreement.
2. The Parties shall notify each other promptly of any amendments to their Contact Points.
3. On the request of the other Party, a Party's Contact Point shall identify the office or official responsible for the matter and assist, as necessary, in facilitating communications with the other Party.

Chapter 19. Dispute Settlement

Article 19.1. Objectives

1. The objective of this Chapter is to provide an effective, efficient and transparent process for consultations and the settlement of disputes arising under this Agreement.
2. The Parties shall make every attempt through co-operation and consultations to arrive at a mutually satisfactory resolution of any matter that might affect the operation of this Agreement.

Article 19.2. Definitions

For the purposes of this Chapter: arbitration panel means an arbitration panel established under Article 19.8; complaining Party means the Party that requests consultations under Article 19.6; and responding Party means the Party to which the request for consultations is made under Article 19.6.

Article 19.3. Scope

Except as otherwise provided in this Agreement, this Chapter shall apply:
(a) with respect to the avoidance or settlement of all disputes between the Parties regarding the interpretation or application of this Agreement; or
(b) wherever a Party considers that:
(i) a measure of the other Party is not in conformity with its obligations under this Agreement;
(ii) the other Party has otherwise failed to carry out its obligations under this Agreement; or
(iii) any benefit it could reasonably have expected to accrue to it under Chapter 2 (Market Access for Goods), 3 (Rules of Origin and Origin Procedures), 4 (Customs Procedures and Trade Facilitation), 8 (Cross-Border Trade in Services), or 13 (Government Procurement) is being nullified or impaired as a result of the application of a measure, whether such measure is in conformity or not with this Agreement.

Article 19.4. Choice of Forum

1. Where a dispute regarding any matter arises under this Agreement and under the WTO Agreement or any other agreement to which both Parties are party, the complaining Party may select the forum in which to settle the dispute. 2. Once the complaining Party has requested the establishment of, or referred a matter to, an arbitration panel under an agreement referred to in paragraph 1, the forum selected shall be used to the exclusion of other fora.

Article 19.5. Rules of Interpretation

1. For the avoidance of doubt, the Parties agree that the provisions of this Agreement shall be interpreted in accordance with the customary rules of treaty interpretation of public international law, including as reflected in the Vienna Convention on the Law of Treaties. 2. The findings and rulings of the arbitration panel cannot add to or diminish the rights and obligations provided in this Agreement.

Article 19.6. Consultations

1. Each Party shall accord adequate opportunity for consultations with respect to any matter referred to in Article 19.3. Any differences shall, as far as possible, be settled by consultation between the Parties.
2. Either Party may request consultations with the other Party with respect to any matter described in Article 19.3 by delivering written notification to the other Party. The complaining Party shall set out the reasons for the request, including identification of the measure or other matter at issue and an indication of the legal basis for the complaint.
3. If a request for consultations is made, the responding Party shall reply to the request promptly in writing and shall enter into consultations in good faith with a view to reaching a mutually satisfactory solution within a period of no more than:
(a) 15 days after the date of receipt of the request for urgent matters, including those concerning perishable goods; or (b) 30 days after the date of receipt of the request for all other matters.
4. Each Party shall:
(a) provide sufficient information in the consultations to enable a full examination of the matter subject to consultations, including how the measure at issue might affect the operation or application of this Agreement; and
(b) treat any information exchanged in the course of consultations which is designated by the other Party as confidential or proprietary in nature, on the same basis as the Party providing the information.
5. The consultations shall be confidential, and without prejudice to the rights of either Party in any further proceedings.

Article 19.7. Goods Offices, Conciliation or Mediation

1. The Parties may at any time agree to good offices, conciliation or mediation. They may begin at any time and be terminated at any time.
2. Proceedings involving good offices, conciliation and mediation, and in particular positions taken by the Parties during these proceedings, shall be confidential and without prejudice to the rights of either Party in any further proceedings.

Article 19.8. Establishment of an Arbitration Panel

1. The complaining Party may request, by means of a written notification addressed to the responding Party, the establishment of an arbitration panel if the consultations fail to settle a dispute within:
(a) 30 days of the date of receipt of the request for consultations regarding urgent matters, including those concerning perishable goods; or
(b) 60 days of the date of receipt of the request for consultations regarding all other matters.
2. The Parties may agree during the consultations to vary the periods set out in paragraph 1.
3. The request to establish an arbitration panel shall identify:
(a) the specific measure or measures at issue;
(b) the legal basis of the complaint sufficient to present the problem clearly; and
(c) the factual basis for the complaint.
4. Unless the Parties otherwise agree, the Parties shall apply the following procedures in selecting an arbitration panel: (a) the arbitration panel shall consist of three members;
(b) within 30 days of receipt of the request to establish an arbitration panel, each Party shall appoint one arbitrator, who may be its national, and provide to the other Party a list of up to three nominees for appointment to serve as the third arbitrator who shall be the chair of the arbitration panel;
(c) the Parties shall appoint by common agreement the third arbitrator within 45 days of the receipt of the request to establish an arbitration panel, taking into account the nominees proposed pursuant to subparagraph (b);
(d) the chair shall be a national of a non-Party who shall not have his or her usual place of residence in the territory of either of the Parties; and
(e) if any of the arbitrators have not been appointed within 60 days of the date of receipt of the request to establish an arbitration panel, any of the remaining arbitrators shall be appointed on request of either Party by random drawing from the lists of nominees for appointment provided under subparagraph (b).
5. All arbitrators shall:
(a) be chosen strictly on the basis of objectivity, reliability, and sound judgment;
(b) have expertise or experience in law, international trade, other matters covered by this Agreement or the resolution of disputes arising under international trade agreements;
(c) be independent of, and not be affiliated with or take instructions from, either Party;
(d) not have dealt with the matter under dispute in any capacity; and
(e) comply with the code of conduct for arbitrators established under the Understanding on Rules and Procedures Governing the Settlement of Disputes, which is part of the WTO Agreement.
6. The date of establishment of an arbitration panel shall be the date the last arbitrator is appointed in accordance with paragraph 4.
7. If an arbitrator appointed under this Article resigns or becomes unable to act, a successor arbitrator shall be appointed in the same manner as prescribed for the appointment of the original arbitrator and shall have all the powers and duties of the original arbitrator. The work of the arbitration panel shall be suspended during the appointment of the successor arbitrator.
8. Where an arbitration panel is established under Articles 19.13 through 19.16, it shall, where possible, have the same arbitrators as the original arbitration panel. Where this is not possible, any replacement arbitrator shall be appointed in the same manner as prescribed for the appointment of the original arbitrator and shall have all the powers and duties of the original arbitrator. The arbitration panel may comprise only the chair of the original arbitration panel if the Parties so agree.

Article 19.9. Functions of Arbitration Panels

1. An arbitration panel shall make:
(a) an objective assessment of the matter before it, including an objective assessment of:
(i) the facts of the case;
(ii) the applicability of the relevant provisions of this Agreement cited by the Parties; and
(iii) the conformity with this Agreement; and
(b) such other findings and rulings necessary for the resolution of the dispute as it thinks fit.
2. The findings and rulings of the arbitration panel shall be final and binding on the Parties.
3. Unless the Parties otherwise agree within 20 days of the date of the receipt of the request for the establishment of an arbitration panel, the arbitration panel's terms of reference shall be: "to examine, in the light of the relevant provisions of this Agreement cited by the Parties, the matter referenced in the request for the establishment of an arbitration panel, to make findings, rulings, and, if applicable, recommendations as provided in Articles 19.11.2 and 19.11.3 together with the reasons therefore for the resolution of the dispute, and to provide the written reports referred to in Articles 19.11.2 and 19.11.7."
4. Unless the Parties otherwise agree, the arbitration panel shall be established and perform its functions in a manner consistent with the provisions of this Chapter.

Article 19.10. Rules of Procedure

1. Unless the Parties otherwise agree, the arbitration panel shall follow the model rules of procedure set out in Annex 19-A.
2. The arbitration panel may, after consulting with the Parties, adopt additional rules of procedure not inconsistent with this Chapter and Annex 19-A.
3. The arbitration panel shall make its decisions by consensus, provided that where an arbitration panel is unable to reach consensus, the decisions may be made by majority vote. The arbitration panel shall not disclose which arbitrators are associated with majority or minority opinions.
4. On the request of a Party, or on its own initiative, the arbitration panel may seek information and technical advice from any person or body that it deems appropriate, provided that the Parties so agree and subject to such terms and conditions as the Parties may agree. The Parties shall have an opportunity to comment on any information or advice so obtained.

Article 19.11. Reports of the Arbitration Panel

1. The reports of the arbitration panel shall be drafted without the presence of the Parties.
2. Unless the Parties otherwise agree, the arbitration panel shall provide to the Parties its initial report within 90 days of the date of establishment of an arbitration panel or in cases of urgency including those concerning perishable goods, within 45 days of the date of establishment of the arbitration panel.
The initial report shall contain:
(a) findings of fact;
(b) the ruling of the arbitration panel as to whether:
(i) the measure at issue is inconsistent with the obligations of this Agreement;
(ii) a Party has otherwise failed to carry out its obligations under this Agreement; or
(iii) the measure at issue is causing nullification or impairment in the sense of Article 19.3(b)(iii);
(c) the panel's ruling on any other issue of concern that the Parties have jointly requested that the arbitration panel address; and (d) the reasons for its findings and rulings.
3. The arbitration panel may, on the joint request of the Parties, make recommendations for the resolution of the dispute.
4. The arbitration panel shall base its report on the relevant provisions of this Agreement, the submissions and arguments of the Parties, and any information or technical advice it has obtained in accordance with Article 19.10.4.
5. In exceptional cases, if the arbitration panel considers it cannot provide its initial report within the timeframe specified under paragraph 2, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will provide its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.
6. Each Party may submit written comments to the arbitration panel on its initial report within 14 days of the presentation of the report, or within such other period as the Parties may agree. After considering any written comments by the Parties on the initial report, the arbitration panel may modify its report and make any further examination it considers appropriate.
7. The arbitration panel shall provide a final report to the Parties within 30 days of presentation of the initial report, unless the Parties otherwise agree.
8. If in its final report, the arbitration panel finds that a Party's measure does not conform with this Agreement or is causing nullification or impairment in the sense of Article 19.3, it shall include in its findings and rulings a requirement to remove the non-conformity or address the nullification or impairment.
9. The Parties shall release the final report of the arbitration panel as a public document within 15 days of the date of its presentation to the Parties, subject to the protection of confidential information.

Article 19.12. Suspension and Termination of Proceedings

1. The Parties may agree that the arbitration panel suspend its work at any time for a period not exceeding 12 months from the date of such agreement. Within this period, the suspended arbitration panel shall be resumed upon the request of either Party. If the work of the arbitration panel has been continuously suspended for more than 12 months, the authority for establishment of the arbitration panel shall lapse unless the Parties otherwise agree.
2. The Parties may agree to terminate the proceedings of an arbitration panel in the event that a mutually satisfactory solution to the dispute has been found. In such event the Parties shall jointly notify the chair of the arbitration panel.
3. Before the arbitration panel provides its final report, it may at any stage of the proceedings propose to the Parties that the dispute be settled amicably.

Article 19.13. Implementation

1. Where the arbitration panel has made findings and rulings in accordance with Article 19.11.8, the responding Party shall immediately comply with the findings and rulings of the arbitration panel. Where it is not practicable to comply immediately, the responding Party shall comply with the findings and rulings within a reasonable period of time. Such reasonable period of time shall, whenever possible, be mutually agreed by the Parties.
2. Where the Parties are unable to agree on the reasonable period of time within 45 days of the presentation of the final report, either Party may refer the matter to the original arbitration panel, in accordance with Article 19.8.8, which shall determine the reasonable period of time following consultation with the Parties.
3. The arbitration panel shall provide its report to the Parties within 45 days of the date on which the arbitration panel is established, in accordance with Article 19.8.8, to consider the matter referred to in paragraph 2.
The report shall contain the ruling of the arbitration panel as to the reasonable period of time and the reasons for its ruling. Prior to making this ruling, the arbitration panel shall seek written submissions from the Parties, and if requested by either Party, hold a meeting with the Parties where each Party will be given an opportunity to present its submission.

Article 19.14. Compliance Within Reasonable Period of Time

1. The responding Party shall notify the complaining Party in writing before the end of the reasonable period of time of the measures that it has taken to comply with the arbitration panel's findings and rulings, or that it does not intend to comply.
2. Where there is disagreement as to the existence, or consistency with this Agreement, of measures taken within a reasonable period of time to comply with the findings and rulings of the arbitration panel, such dispute shall be decided through recourse to the dispute settlement procedures in this Chapter, including wherever possible by resort to the original arbitration panel, in accordance with Article 19.8.8.
3. The arbitration panel shall provide its report to the Parties within 45 days of the date on which the arbitration panel is established to consider the matter referred to in paragraph 2. When the arbitration panel considers that it cannot provide its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will submit its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.

Article 19.15. Compensation and Suspension of Benefits In Case of Non-compliance

1. If the responding Party, before the expiry of the reasonable period of time, fails to notify any measure taken to comply with the arbitration panel's findings and rulings, or notifies in writing that it does not intend to comply with the arbitration panel's findings and rulings, or if the arbitration panel established under Article 19.14.2 rules that no measure taken to comply with its findings and rulings exists, or that the measure notified under Article 19.14.1 is inconsistent with that Party's obligations under this Agreement, the responding Party shall, if so requested, enter into negotiations with the complaining Party within 10 days of the receipt of such request with a view to reaching a mutually satisfactory agreement on any necessary compensatory adjustment.
2. If no agreement on compensation is reached within 30 days of the receipt of the request under paragraph 1, the complaining Party may at any time thereafter provide written notification to the responding Party that it intends to suspend the application to the responding Party of benefits of equivalent effect. The notification shall specify the level of benefits that the complaining Party intends to suspend. The complaining Party shall have the right to begin suspending those benefits 30 days after the receipt of such notification. However, the right to suspend benefits arising under this paragraph shall not be exercised if an arbitration panel has been established under paragraph 4 and has not yet provided its report.
3. In considering what benefits to suspend pursuant to paragraph 2:
(a) the complaining Party shall first seek to suspend benefits in the same sector or sectors as that affected by the measure or other matter that the arbitration panel has found to be not in conformity with this Agreement or to have caused nullification or impairment; and
(b) the complaining Party may suspend benefits in other sectors if it considers that it is not practicable or effective to suspend benefits in the same sector or sectors. The communication in which it announces such a decision shall indicate the reasons on which the decision is based.
4. Within 30 days of the receipt of the notification made under paragraph 2, if the responding Party objects to the level of suspension proposed, the responding Party may, by means of written notification addressed to the complaining Party, request the establishment of an arbitration panel to consider whether the benefits intended to be suspended by the complaining Party are of equivalent effect.
5. Except as otherwise provided in this Article, such matters shall be decided through recourse to the dispute settlement procedures in this Chapter, including wherever possible by resort to the original arbitration panel established in accordance with Article 19.8. Where an arbitration panel is reconvened pursuant to this paragraph, it shall reconvene within 15 days of the date of such request. An arbitration panel established under this Article shall provide a single final report containing its findings and rulings on the matter to the Parties within 45 days of the date that the arbitration panel is established. If the arbitration panel finds that the level of benefits intended to be suspended by the complaining Party is not of equivalent effect, the complaining Party shall modify the level of suspension of benefits accordingly.
6. Where the right to suspend concessions has been exercised under this Article, if the responding Party considers that the level of benefits suspended by the complaining Party is not of equivalent effect, it may by means of written notification addressed to the complaining Party request the establishment of an arbitration panel to consider the matter. The procedures in paragraph 5 shall apply. The complaining Party may continue to suspend benefits while the arbitration panel considers the matter.
7. Compensation and suspension of benefits shall be temporary. Neither compensation nor the suspension of benefits shall be preferred to full compliance with the findings and rulings of the arbitration panel. Compensation and suspension of benefits shall only be applied by the complaining Party until the measure found to be inconsistent with the obligations of this Agreement has been withdrawn or amended so as to bring it into conformity with this Agreement, or the Parties have otherwise reached agreement on a resolution of the dispute.

Article 19.16. Review

1. Where the Parties disagree on the existence or consistency with this Agreement of measures taken to comply with the obligation in Article 19.13.1, such dispute shall be decided by recourse to an arbitration panel requested for this purpose by means of written notification by either Party.
2. Such request may only be made after the earlier of:
(a) the expiry of the reasonable period of time; or
(b) the date of receipt of a notification by the responding Party to the complaining Party that it has complied with its obligations in Article 19.13.
3. Except as otherwise provided in this Article, such matter shall be decided through recourse to the dispute settlement procedures in this Chapter, including wherever possible by resort to the original arbitration panel established in accordance with Article 19.8.
4. Where an arbitration panel is reconvened pursuant to this paragraph, it shall reconvene within 15 days of the date of such request. The arbitration panel shall provide its initial report to the Parties within 60 days of the date on which it is established, and its final report 15 days thereafter. When the arbitration panel considers that it cannot provide its report within this timeframe it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will provide its report. Any delay shall not exceed a further period of 15 days unless the Parties otherwise agree.
5. If the arbitration panel finds that the responding Party has complied with its obligations in Article 19.13, the complaining Party shall promptly reinstate any benefits it has suspended under the Article 19.15.

Article 19.17. Expenses

Unless the arbitration panel decides otherwise because of the particular circumstances of the case, each Party shall bear the cost of its appointed arbitrator and its own expenses. The cost of the chair of the arbitration panel and other expenses associated with the conduct of arbitration panel proceedings shall be borne by the Parties in equal shares.

Chapter 20. General Provisions and Exceptions

Article 20.1. General Exceptions

1. For the purposes of Chapters 2 (Market Access for Goods), 3 (Rules of Origin and Origin Procedures), 4 (Customs Procedures and Trade Facilitation), 5 (Sanitary and Phytosanitary Measures), 6 (Technical Barriers to Trade), 11 (Intellectual Property Rights) and 14 (Agriculture, Forestry and Fisheries Co-operation), Article XX of GATT 1994, including its interpretive notes, is incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XX(b) of GATT 1994 include environmental measures to protect human, animal or plant life or health, and that Article XX(g) of GATT 1994 applies to measures relating to the conservation of living and non-living exhaustible natural resources.
2. For the purposes of Chapters 8 (Cross-Border Trade in Services), 9 (Temporary Entry of Business Persons), and 10 (Investment), Article XIV of GATS, including its footnotes, is incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XIV(b) of GATS include environmental measures to protect human, animal or plant life or health.
3. For the purposes of this Agreement, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between the Parties where like conditions prevail, or a disguised restriction on trade in goods or services and investment, nothing in this Agreement shall be construed to prevent the adoption or enforcement by a Party of measures necessary to protect national works or specific sites of historical or archaeological value, or to support creative arts (1) of national value which is customarily practiced.

Article 20.2. Security Exceptions

1. Nothing in this Agreement shall be construed:
(a) to require a Party to furnish or allow access to any information the disclosure of which it considers contrary to its essential security interests;
(b) to prevent a Party from taking any action which it considers necessary for the protection of its essential security interests:
(i) relating to the traffic in arms, ammunition and implements of war and to such traffic in other goods and materials or relating to the supply of services as carried on, directly or indirectly, for the purposes of supplying or provisioning a military establishment,
(ii) taken in time of war or other emergency in international relations; or
(iii) relating to fissionable and fusionable materials or the materials from which they are derived; or
(c) to prevent a Party from taking any action in pursuance of its obligations under the United Nations Charter for the maintenance of international peace and security.
2. The Joint Commission shall be informed, to the fullest extent possible, of measures taken under paragraphs 1(b) and (c) and of their termination.

Article 20.3. Measures to Safeguard the Balance of Payments

1. When a Party is in serious balance of payments and external financial difficulties or under threat thereof, or when in exceptional circumstances, payments and capital movements between the Parties cause or threaten to cause serious difficulties for the operation on monetary policy or exchange rate policy in either Party, it may:
(a) in the case of trade in goods, in accordance with GATT 1994 and the WTO Understanding on the Balance-of-Payments Provisions of GATT 1994, adopt restrictive import measures;
(b) in the case of services, adopt or maintain restrictions on trade in services on which it has undertaken specific commitments, including on payments or transfers for transactions related to such commitments; or
(c) in the case of investments, adopt or maintain restrictions with regard to payments relating to the transfer of proceeds from investment.
2. Restrictions adopted or maintained under paragraph 1(b) or (c) shall:
(a) be consistent with the Articles of Agreement of the International Monetary Fund;
(b) avoid unnecessary damage to the commercial, economic and financial interests of the other Party;
(c) not exceed those necessary to deal with the circumstances described in paragraph 1;
(d) be temporary, and be phased out progressively as the situation specified in paragraph 1 improves;
(e) not exceed a period of one year; however, if extremely exceptional circumstances arise such that a Party seeks to extend such measures, the Party will co-ordinate in advance with the other Party concerning the implementation of any proposed extension; and
(f) be applied on a national treatment basis and such that the other Party is treated no less favorably than any non-Party.
3. In determining the incidence of such restrictions, the Parties may give priority to economic sectors which are more essential to their economic development. However, such restrictions shall not be adopted or maintained for the purposes of protecting a particular sector.
4. Any restrictions adopted or maintained by a Party under paragraph 1, or any changes therein, shall be promptly notified to the other Party.
5. The Party adopting or maintaining any restrictions under paragraph 1 shall promptly commence consultations in relation to the measures or any extension thereof on the request of the other Party.

Article 20.4. Prudential Measures

Notwithstanding any other provisions of this Agreement, a Party shall not be prevented from taking measures for prudential reasons, including for the protection of investors, depositors, policy holders or persons to whom a fiduciary duty is owed by a financial service supplier, or to ensure the integrity and stability of the financial system. Where such measures do not conform with the provisions of this Agreement, they shall not be used as a means of avoiding a Party's commitments or obligations under this Agreement.

Article 20.5. Taxation Exception

1. Except as provided in this Article, nothing in this Agreement shall apply to taxation measures.
2. This Agreement shall grant rights or impose obligations with respect to taxation measures in accordance with subparagraphs (a) through (d):
(a) Article 2.3 (National Treatment) and such other provisions of this Agreement as are necessary to give effect to that Article shall apply to taxation measures to the same extent as does Article III of GATT 1994;
(b) Article 2.12 (Export Duties, Taxes, or Other Charges) shall apply to taxation measures;
(c) Article 8.4 (National Treatment) shall apply to taxation measures on income, on capital gains, on the taxable capital of corporations or on the value of an investment or property (2) (but not on the transfer of that investment or property) that relate to the purchase or consumption of particular services, except that nothing in this subparagraph shall prevent a Party from conditioning the receipt or continued receipt of an advantage relating to the purchase or consumption of particular services on requirements to provide the service in its territory; (3)
(d) Articles 8.4 (National Treatment), 8.5 (Most-Favoured-Nation Treatment), 10.5 (National Treatment), and 10.6 (Most-Favoured-Nation Treatment) shall apply to all taxation measures, other than those on income, on capital gains, on the taxable capital of corporations, on the value of an investment or property4 (but not on the transfer of that investment or property), or taxes on estates, inheritances, gifts and generation-skipping transfers.
3. Notwithstanding paragraph 2, nothing in the Articles referred to in paragraph 2 shall apply to:
(a) any most-favoured-nation obligation with respect to an advantage accorded by a Party in accordance with a tax convention;
(b) a non-conforming provision of any existing taxation measure;
(c) the continuation or prompt renewal of a non-conforming provision of any existing taxation measure;
(d) an amendment to a non-conforming provision of any existing taxation measure to the extent that the amendment does not decrease its conformity, at the time of the amendment, with any of those Articles;
(e) the adoption or enforcement of any taxation measure aimed at ensuring the equitable or effective imposition or collection of taxes including any taxation measure that differentiates between persons based on their place of residence or incorporation, provided that the taxation measure does not arbitrarily discriminate between persons, goods or services of the Parties; (5) or
(f) a provision that conditions the receipt, or continued receipt of an advantage relating to the contributions to, or income of, a pension trust, superannuation fund, or other arrangement to provide pension, superannuation, or similar benefits on a requirement that the Party maintain continuous jurisdiction, regulation, or supervision over such trust, fund, or other arrangement.
4. Without prejudice to the rights and obligations of the Parties under paragraphs 2(a) and (b), and Articles 10.11.2 through 10.11.4 shall apply to taxation measures.
5. Article 10.9 (Expropriation and Compensation) shall apply to taxation measures. However, no investor may invoke Article 10.9 (Expropriation and Compensation) as the basis for a claim where it has been determined pursuant to this paragraph that the measure is not an expropriation. An investor that seeks to invoke Article 10.9 (Expropriation and Compensation) with respect to a taxation measure must first refer to the competent authorities, at the time that it gives its notice of intent under Article 10.20 (Submission of a Claim to Arbitration), the issue of whether that taxation measure is not an expropriation. If the competent authorities do not agree to consider the issue or, having agreed to consider it, fail to agree that the measure is not an expropriation within a period of six months of such referral, the investor may submit its claim to arbitration under Article 10.20 (Submission of a Claim to Arbitration).
6. Nothing in this Agreement shall affect the rights and obligations of the Parties under any tax convention.
7. For the purposes of this Article, "tax convention" means a convention for the avoidance of double taxation or other international taxation agreement in force between the Parties.
8. In the event of any inconsistency relating to a taxation measure between this Agreement and any such tax convention, that convention shall prevail to the extent of the inconsistency.
9. In the case of a tax convention between the Parties, the competent authorities under that convention shall have sole responsibility for determining whether any inconsistency exists between this Agreement and that convention.
10. For the purposes of this Article, taxation measures shall not include any:
(a) customs duties as defined in Article 1.5 (Definitions);
(b) any measures listed in exceptions (b) and (c) of the definition of customs duties in Article 1.5 (Definitions); or (c) import duties.