Article 12.02. General Principles

This Chapter reflects the preferential trading relationship between the Parties, the convenience of facilitating temporary entry on a reciprocal basis and the establishment of transparent criteria and procedures for temporary entry as well as the necessity to guarantee the security at the borders, and to protect the domestic labor force and permanent employment in their respective territories.

Article 12.03. General Obligations

1. Each Party shall apply its measures relating to the provisions of this Chapter in accordance with Article 12.02 and, in particular, shall apply them expeditiously so as to avoid undue delays or the impairment of trade in goods or services or the management of investment activities under this Agreement.

2. The Parties shall endeavor to develop and adopt common criteria, definitions and interpretations for the implementation of this Chapter.

Article 12.04. Granting of Temporary Entry

1. Each Party shall grant temporary entry to business persons who are otherwise qualified for entry under applicable measures relating to public health and safety and national security, in accordance with this Chapter, including the provisions of Annex 12.04 (Temporary Entry of Business Persons) and 12.04(1) (Special Provisions Regarding Temporary Entry of Business Persons).

2. A Party may deny temporary entry to a business person when the temporary entry of that person might adversely affect:
a) the settlement of a labor dispute underway at the place or intended place of employment; or
b) the employment of any person who is involved in such dispute.

3. When a Party denies temporary entry in accordance with paragraph 2, that Party may:
a) inform the affected business person in writing of the reasons for the denial; and
b) promptly notify in writing to the Party whose business person has been denied entry of the reasons for the denial.

4. Each Party shall limit any fees for processing applications for temporary entry of business persons to the approximate cost of services rendered.

5. An authorization of temporary entry under this Chapter does not supersede the requirements demanded by the exercise of a profession or activity according to the specific rules in force in the territory of the Party authorizing the temporary entry.

Article 12.05. Provision of Information

1. In addition to Article 16.03 (Publication), each Party shall:
a) provide to the other Party such materials as will enable it to become acquainted with its measures relating to this Chapter; and
b) no later than one (1) year after the date of entry into force of this Agreement, prepare, publish and make available in its own territory, and in the territory of the other Party, explanatory material in a consolidated document regarding the requirements for temporary entry under this Chapter in such a manner that it enables business persons of the other Party to become acquainted with them.

2. Each Party shall collect, maintain, and make available to the other Party the information regarding the granting of temporary entry under this Chapter to business persons of the other Party who have been issued immigration documentation, including specific data for each authorized category.

Article 12.06. Dispute Settlement

A Party may not initiate proceedings under Article 18.05 (Consultations) regarding a denial to grant temporary entry under this Chapter or a particular case arising under Article 12.03, unless:
a) the matter involves a pattern of practice; and
b) the affected business person has exhausted the available administrative proceedings regarding that particular matter, in accordance with domestic law and regulations of that Party.

Article 12.07. Relationship to other Chapters and Articles

Except as provided in this Chapter, in Chapters 1 (Initial Provisions), 2 (General Definitions), 17 (Administration of the Agreement), 21 (Final Provisions) and in Articles 16.02 (Information Center), 16.03 (Publication), 16.04 (Provision of Information), 16.05 (Guarantees of Hearing, Legality and Due Process), and 16.06 (Administrative Proceedings for Adopting Measures of General Applications), no provision in this Agreement shall impose an obligation on a Party regarding its immigration measures.

Chapter 13. Air Transportation

Article 13.01. Scope of Application

1. This Chapter shall be applied to the measures that a Party adopts or maintains in the matter of air transportation services.

2. The agreements on air transportation entered and to be entered into by the Republic of Guatemala and the Republic of China (Taiwan), hereinafter the Agreements, are incorporated into this Agreement.

3. In case of incompatibility between this Agreement and the Agreements, the former shall prevail to the extent of the incompatibility.

Article 13.02. Consolidation of Measures

Any modifications to the Agreements shall not eliminate or reduce the existing rights to this Agreement.

Article 13.03. Dispute Settlement

1. The disputes that arise with respect to the application or interpretation of this Chapter or of the Agreements shall be governed by the provisions of Chapter 18 (Dispute Settlement), except as provided in this Article.

2. When a Party alleges that a dispute arises in relation to paragraph 1, Article 18.10 (Arbitral Panel Selection) shall apply, except where the arbitration panel is composed entirely of individuals fulfilling the requirements established in a) and b):
a) within a term of thirty (30) days from the entry into force of this Agreement, the Parties shall establish by consensus a list of up to six (6) persons who have the aptitudes and qualifications necessary to act as arbiters in the matter of air transportation services; and
b) the members of the list must:
i) have specialized knowledge of, or experience in, air transportation services; and
ii) fulfill the requirements established in article 18.09 (Qualifications of Panelists).

3. In case the list referred to in paragraph 2(a) has not been established, each disputing Party shall designate an arbiter and the third one shall be designated by common consent of the disputing Parties. When an arbitration panel has not been composed in accordance with this paragraph in the established term of Article 18.07 (Establishment of an Arbitral Panel), the President of the Council of the International Civil Aviation Organization (ICAO) or an appropriate official at an international organization agreed upon by the disputing Parties, may designate the arbiter or arbiters that have not been designated, according to the procedures of that organization and at the request of either of the disputing Parties.

Article 13.04. Air Transportation Committee

1. The Parties establish an Air Transportation Committee, whose composition is indicated in Annex 13.04.

2. The Committee shall be entrusted with the subjects relative to this Chapter.

Chapter 14. Maritime Transportation

Article 14.01. Scope of Application

1. This Chapter shall be applied to the measures that a Party adopts or maintains in the matter of maritime transportation services.

2. The agreements on maritime transportation entered and to be entered into by the Republic of Guatemala and the Republic of China (Taiwan), hereinafter the Agreements, are incorporated into this Agreement

3. In case of incompatibility between this Agreement and the Agreements, the former shall prevail to the extent of the incompatibility.

Article 14.02. Consolidation of Measures

Any modifications to the Agreements shall not eliminate or reduce the existing rights to this Agreement.

Article 14.03. Dispute Settlement

1. The disputes that arise with respect to the application or interpretation of this Chapter or of the Agreements shall be governed by the provisions of Chapter 18 (Dispute Settlement), except as provided in this Article.

2. When a Party alleges that a dispute arises in relation to paragraph 1, Article 18.10 (Arbitral Panel Selection) shall apply, except where the arbitration panel is composed entirely of individuals fulfilling the requirements established in a) and b):
a) within a term of thirty (30) days from the entry into force of this Agreement, the Parties shall establish by consensus a list of up to six (6) persons who have the aptitudes and qualifications necessary to act as arbiters in the matter of maritime transportation services; and
b) the members of the list must:
i) have specialized knowledge of, or experience in, maritime transportation services; and
ii) fulfill the requirements established in Article 18.09 (Qualifications of Panelists).

3. In case the list referred to in paragraph 2(a) has not been established, each disputing Party shall designate an arbiter and the third one shall be designated by common consent of the disputing Parties. When an arbitration panel has not been composed in accordance with this paragraph in the established term of Article 18.07 (Establishment of an Arbitral Panel), the President of the United Nations Commission on International Trade Law (UNCITRAL) or an appropriate official at an international organization agreed upon by the disputing Parties, may designate the arbiter or arbiters that have not been designated, according to the procedures of that organization and at the request of either of the disputing Parties.

Article 14.04. Committee of Maritime Transportation

1. The Parties establish a Committee of Maritime Transportation, whose composition is indicated in Annex 14.04.

2. The Committee shall be entrusted with the subjects relative to this Chapter.

Part FIVE. INTELLECTUAL PROPERTY RIGHTS

Chapter 15. Intellectual Property

Article 15.01. Application

The Parties confirm the protection of Intellectual Property Rights included in the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS). The Parties agree to establish the appropriate measures to ensure adequate and effective protection according to international regulations on this matter.

Article 15.02. Protection of Geographical Indications

1. The Parties, within a term of two (2) years as of the date of entering into force of this Agreement, shall initiate consultations to protect and/or recognize the geographical indications of both Parties, in the terms set out in Articles 23 and 24 of the TRIPS.

2. Each Party shall provide the measures to prevent the importation, manufacture or sale of goods which use a geographical indication protected in the territory of the other Party. To have access to protection, each Party shall notify the other Party of its protected geographical indications.

Article 15.03. Protection of Traditional Knowledge

1. Each Party shall protect the collective rights of intellectual property and traditional knowledge of its indigenous peoples and local communities regarding their creations that are commercially used. This shall be accomplished by means of a special system of registry, promotion and commercialization of their rights, with a view towards emphasizing the sociological and cultural native values of the indigenous towns and the local communities in order to grant them social justice.

2. Each Party shall recognize that the customs, traditions, beliefs, spirituality, religiosity, cosmos vision, folklore expressions, artistic manifestations, traditional skills and any other form of traditional expression of the indigenous peoples and local communities are a part of their cultural heritage.

3. The cultural heritage shall not be subject to any form of exclusivity from non authorized third parties who apply the intellectual property system, unless the request is made by the indigenous peoples and local communities or by a third party authorized by them.

Article 15.04. Protection of Folklore

Each Party shall ensure the effective protection of all folkloric expressions and artistic manifestations of the traditional and popular culture of the indigenous peoples and local communities.

Article 15.05. Relation between Access to Genetic Resources and Intellectual Property

1. Each Party shall protect the access to its genetic resources and to the traditional knowledge developed by its indigenous peoples and local communities regarding the use of biological resources that contain these genetic resources, from the indiscriminate use of biological diversity, as well as ensuring the participation in the benefits derived from the use of its genetic resources.

2. Each Party shall agree to a fair and equitable participation in the benefits derived from the access to its genetic resources and from the use of its traditional knowledge and folklore expressions.

3. Each Party shall ensure that the protection granted to the intellectual property will safeguard its biological and genetic heritage. Consequently, the licensing of patents on inventions developed from material obtained from such heritage or traditional knowledge shall comply with the conditions under which this material was acquired according to the relevant national and international laws and regulations.

Article 15.06. Transparency

The Parties shall notify the Intellectual Property Committee of this Agreement of their laws, regulations and procedures in respect to intellectual property rights. In relation to final judicial decisions and administrative rulings of general application, the foregoing shall be published, or where such publication cannot be made available, other means of availability shall be provided to the public, so as to enable the Parties and right holders to become acquainted with them.

Article 15.07. Intellectual Property Committee

1. The Parties hereby establish the Intellectual Property Committee, as set out in Annex 15.07.

2. The Intellectual Property Committee shall meet at least once a year, and upon request of a Party or the Commission, to ensure the effective implementation and administration of this Chapter.

3. The Committee will hear matters relating to this Chapter, and without prejudice to the provisions of Article 17.05 (Committees) shall:
a) seek the most suitable means to effectively apply the provisions of this Chapter;
b) review any proposed modification or addition upon request of any of the Parties;
c) perform any task assigned by the Commission; and
d) establish subcommittees or technical groups.

Article 15.08. Dispute Settlement

When a Party requests consultations and notifies the Committee, such action shall constitute the activation of the consultation process as set forth in Article18.05 (Consultations).

Article 15.09. Technical Cooperation

The Parties shall establish a system of technical cooperation, based upon mutually agreed terms and conditions and within the framework of the WTO on matters relating to intellectual property, and in the areas of newly developed issues related to intellectual property, as well as:
a) promote and develop information disclosure and the transfer of technology based on the technological content stated in the patent documents, for which adequate databases must be supplied;
b) promote and execute national as well as international training programs on intellectual property rights and related topics (including traditional knowledge, biodiversity and folklore);
c) promote and strengthen training programs to ensure that intellectual property rights and related topics are observed;
d) execute and implement automated systems for managing all intellectual property system and related topics; and
e) promote information exchange on technological issues as well as legal aspects between the Intellectual Property Office and other institutions.

Part SIX. ADMINISTRATIVE AND INSTITUTIONAL PROVISIONS

Chapter 16. Transparency

Article 16.01. Definitions

For 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 made in a administrative proceeding that applies to a particular person, good, or service of another Party in a specific case; or
b) a judicial ruling that adjudicates with respect to a particular act or practice.

Article 16.02. Information Center

1. Each Party shall designate an office to serve as an information center to facilitate communications between the Parties, on any matter covered by this Agreement.

2. On request of another Party, the information center shall identify the office or official responsible for the matter and assist, as necessary, in facilitating communication with the requesting Party.

Article 16.03. Publication

Each Party shall ensure that its laws, regulations, procedures and administrative rulings of general application respecting any matter covered by this Agreement are promptly published or otherwise made available in such a manner as to enable interested persons and Parties to become acquainted with them.

Article 16.04. Provision of Information

1. To the maximum extent possible, each Party shall notify the other Party of any proposed or actual measure that the Party considers might affect substantially the other Party's interest under this Agreement.

2. On request of another Party, a Party shall promptly provide information and respond to questions pertaining to any actual or proposed measure.

3. Any notification or information provided on actual or proposed measures under this Article shall be without prejudice as to whether the measure is consistent with this Agreement.

Article 16.05. Guarantees of Hearing, Legality and Due Process

Each Party shall insure that in legal and administrative proceedings related to the application of any measure referred to Article 16.03 the guarantees of hearing, legality and due process established in their own laws are respected in the sense of Articles 16.06 and 16.07.

Article 16.06. Administrative Proceedings for the Adoption of Measures of General Application

With a view to administering in a consistent, impartial, and reasonable manner all measures of general application affecting matters covered in this Agreement, each Party shall, in its administrative proceedings applying measures referred to in Article 16.03 to particular persons, goods, or services of another Party in specific cases, ensure 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 controversy;
b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when the time, the nature of the proceeding, and the public interest permit; and c) its procedures are in accordance with domestic law.

Article 16.07. Review and Appeal

1. Each Party shall maintain judicial or administrative tribunals or procedures for the purpose 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 compiled by the administrative authority.

3. Each Party shall ensure, subject to appeal or further review as provided in its domestic law, that such decisions shall be implemented by, and shall govern the practice of, the competent authority with respect to the administrative action at issue.

Article 16.08. Communications and Notifications

Except as agreed otherwise, it shall be understood that a communication or notification to a Party has been completed, as of its receipt by the National Office of the Secretariat of that Party.

Article 16.09. Language

Unless the Parties agree otherwise,
a) notifications, communications and information supply that a Party provides to the other Party, in accordance with this Agreement, shall be in English.
b) the writings, allegations, notifications, communications, hearings, and proceedings that the Parties present, in any procedure described in Chapter 18 (Dispute Settlement) shall be in English.

Chapter 17. Administration of the Agreement

Article 17.01. Administrative Commission of the Agreement

1. The Parties hereby establish the Administrative Commission of the Agreement, which is composed of the officials referred to Annex 17.01, or of the persons designated by them.

2. The Commission shall:
a) supervise the implementation and the correct application of the provisions of this Agreement;
b) evaluate the results in the application of this Agreement;
c) monitor the development of the Agreement and recommend to the Parties any modifications which it deems necessary;
d) resolve any disputes that may arise regarding the interpretation or application of this Agreement, as stipulated in Chapter 18 (Dispute Settlement);
e) supervise the work of all committees established or created under this Agreement, as indicated in Article 17.05 (3); and
f) consider any matter that may affect the operation of this Agreement, or any other to be entrusted by the Parties.

3. The Commission may:
a) establish and delegate responsibilities to committees, permanent or ad hoc, and working groups of experts;
b) modify, in fulfillment of the Agreement's objectives:
i) the schedules attached to Annex 3.04 (Tariff Reduction Schedule) with the objective of incorporating merchandise excluded from the tariff elimination;
ii) the period referred in Annex 3.04 (Tariff Reduction Schedule) to speed the process;
iii) the rules of origin established in Annex 4.03 (Specific Rules of Origin);
iv) the Uniform Regulations;
v) Annex I, II, III and IV of Chapter 10 (Investment); and
vi) Annex I, II and V of Chapter 11 (Cross-border Trade in Services);
c) seek the advice of non-governmental persons or groups;
d) develop any regulations needed for the implementation of this Agreement; and
e) take any other actions as are necessary in the exercise of its functions if the Parties so decide.

4. Each Party shall implement, in accordance with its applicable legal procedures, any modification referred to in subparagraph 3(b).

5. The Commission shall establish its rules and procedures. All decisions of the Commission shall be taken by consensus.

6. The Commission shall convene at least once a year in regular session, and if requested by one of the Parties, in extraordinary session. Regular sessions of the Commission shall be chaired successively by each Party.

Article 17.02. Administrative Sub-commission of the Agreement

1. The Parties hereby establish the Administrative Sub-commission of the Agreement, which is composed of the officials as set out in Annex 17.02 or persons designated by them.

2. The Administrative Sub-commission shall:

a) prepare and revise technical documents for decision-making under this Agreement;
b) follow-up on the decisions taken by the Commission;
c) supervise the committees, the sub-committees and the working groups of experts established under this Agreement as described in Article 17.05(3), and in accordance with Article 17.01(2); and
d) consider any other matter that may affect the operation of this Agreement, assigned by the Commission. 

3. The Commission shall establish its rules and procedures to ensure the operation of the Administrative Sub-commission of the Agreement.

Article 17.03. Secretariat

1. Each Party shall:
a) designate a permanent office or official responsible for acting on behalf of the National Section of the Secretariat of such Party and shall notify the Commission of the address, phone number and any other relevant information where its National Section is located;
b) be responsible for:
i) the operation and costs of the National Section; and ii) the remuneration and expenses to be paid to arbiters, their assistants and experts appointed as stipulated in this Agreement, in Annex 17.03; and c) designate a Secretary of its National Section, who shall be the civil employee responsible for its administration.

2. The Secretariat shall:
a) assist the Commission and the Sub-commission;
b) support the arbitrating groups created pursuant to Chapter 18 (Dispute Settlement) and the procedures established in Article 18.11 (Model Rules of Procedure);
c) support the work of the committees, sub-committees and groups of experts established under the Agreement, as instructed by the Commission;
d) carry out the communications and notifications pursuant to Article 16.08 (Communications and Notifications); and e) conduct any other matters instructed by the Commission.

Article 17.04. General Provisions

1. The provisions in this Section shall apply to all the committees, sub-committees and groups of experts established under the framework of this Agreement.

2. Each committee, sub-committee and group of experts shall be composed of representatives of the Parties. All decisions shall be taken by consensus.

Article 17.05. Committees

1. The Commission may create committees other than the ones established in Annex 17.05. 2. Each committee shall:
a) supervise the implementation of the Chapters of this Agreement under its competency;
b) consider any actual measures submitted by a Party, that may affect the effective implementation of the Agreement;
c) request technical reports by the competent authorities, and take necessary actions to resolve the issue;
d) evaluate and recommend to the Commission any proposal for modifications, amendments or any other additional provisions to the Chapters of this Agreement under its competency;
e) propose to the Commission to revise a Party's effective measures considered to be infringing the obligations under this Agreement or causing the nullification or impairment as established in Annex 18.02 (Nullification and Impairment); and
f) carry out the matters instructed by the Commission as established under this Agreement and any other mechanisms derived from it.

3. The Commission and the Sub-commission shall supervise the work of all committees established under this Agreement.

4. Each committee may establish its own rules and procedures, and shall meet upon request of any of the Parties or the Commission.

5. When it considers advisable, each committee may establish sub-committees, assigning tasks according to the areas of competency of each.

Article 17.06. Groups of Experts

1. Notwithstanding Article 17.01(3) (a), a committee or sub-committee may create ad hoc groups of experts, for completing the technical studies it deems necessary to carry out its mandate, whose work shall be supervised. The group of experts shall strictly complete the mandate entrusted to it, in accordance within the terms and timeframes established and shall report to its corresponding committee or sub-committee.

2. The rules and procedures of a group of experts may be established by the corresponding committee or sub-committee.

Chapter 18. Dispute Settlement

Article 18.01. Cooperation

The Parties shall at all times endeavor to agree on the interpretation and application of this Agreement, and shall make every attempt through cooperation and consultations to arrive at a mutually satisfactory resolution of any matter that might affect its operation.

Article 18.02. Scope of Application

Except as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter shall apply:
a) with respect to the prevention or settlement of all disputes between the Parties regarding the interpretation or application of this Agreement;
b) wherever a Party considers that an actual or proposed measure of the other Party is or would be inconsistent with the obligations of this Agreement or that the other Party has otherwise failed to carry out its obligations under this Agreement; or
c) wherever a Party considers that an actual or proposed measure of the other Party causes or would cause nullification or impairment in the sense of Annex 18.02.

Article 18.03. Choice of Forum

1. The disputes arising in connection with the provisions of this Agreement and the WTO Agreement or agreements negotiated in accordance with the WTO Agreement may be settled in one of those fora, as the complaining Party chooses.

2. Where a Party has requested the establishment of the arbitral panel under Article 18.07, or has requested the establishment of a panel under Article 6 of the Understanding on Rules and Procedures Governing the Settlement of Disputes of the WTO Agreement, the forum chosen shall be used to the exclusion of the other.

Article 18.04. Perishable Goods

1. On disputes regarding perishable goods1, the Parties and the panel referred to in Article 18.07 shall do everything to expedite the procedure. To this end, the Parties shall, by mutual agreement, shorten the timeframes established in this Chapter.

2. In cases of urgency, including issues regarding perishable goods, the consultations shall begin within fifteen (15) days upon receipt of the request.

Article 18.05. Consultations

1. A Party may request in writing consultations with the other Party with respect to any actual or proposed measure or any other matter that it considers might affect the operation of this Agreement, as referred to in Article 18.02.

2. The Party shall deliver the request to the other Party, and shall set out the reasons for the request, including an identification of the actual or proposed measure or other matter at issue, and the legal basis for the complaint.

3. The consulting Parties shall make every attempt to arrive at a mutually satisfactory resolution of any matter through consultations under this Article or other consultative provisions of this Agreement. To this end, the Parties shall:
a) provide information to enable a full examination of how the actual or proposed measure or other matter might affect the operation and application of this Agreement; and
b) treat any confidential information exchanged in the course of consultations on the same basis as the Party providing the information.

Article 18.06. Commission – Good Offices, Conciliation and Mediation

1. Any consulting Party may request in writing a meeting of the Commission, if the Parties fail to resolve a matter pursuant to Article 18.04 or 18.05 within:
a) 30 days of delivery of a request for consultations;
b) 15 days of delivery of a request for consultations in matters regarding perishable goods; or 1 For greater certainty, the term "perishable goods" means perishable agricultural and fish goods classified in chapters 1 through 24 of the Harmonized System. 2 This shall not be understood as a preliminary step needed to request the establishment of an arbitral panel, pursuant to Article 18.07.
c) such other terms as they may agree.

2. The requesting Party shall deliver the request to the other Party and shall set out the reasons for the request, including an identification of the measure or other matter at issue, and the legal basis for the complaint.

3. Unless it decides otherwise, the Commission shall convene within ten (10) days of delivery of the request and shall endeavor to resolve the dispute promptly. The Commission may:
a) call on technical advisers or create working groups or expert groups as it deems necessary;
b) resort to good offices, conciliation, mediation or other dispute resolution procedures; or c) make recommendations, in order to assist the consulting Parties in reaching a mutually satisfactory resolution of the dispute.

4. Unless otherwise decided, pursuant to this Article, the Commission shall consolidate two or more proceedings presented for its consideration, relating to the same measure. The Commission may consolidate two or more proceedings presented for its consideration, relating to other matters whenever it deems appropriate to consider these proceedings jointly.

Article 18.07. Establishment of an Arbitral Panel

1. If the Parties fail to resolve the matter within:
a) thirty (30) days after the Commission has convened pursuant to Article 18.06;
b) thirty (30) days after the Commission has convened in respect of the matter most recently referred to it, where proceedings have been consolidated pursuant to Article 18.06 (4);
c) fifteen (15) days after a Party has delivered a request for consultations under Article 18.05 in a matter regarding perishable goods, if the Commission has not convened pursuant to Article 18.06 (1);
d) thirty (30) days after a Party has delivered a request for consultations under Article 18.05, if the Commission has not convened pursuant to Article 18.06(3); or
e) such other terms as the consulting Parties may agree, any Party that requested a meeting of the Commission in accordance with Article 18.05 may request in writing the establishment of an arbitral panel to consider the matter, and shall set out the reasons for the request, including an identification of the actual or proposed measure or other matter at issue, and the legal basis for the complaint.

2. An arbitral panel shall be established upon delivery of a request.

3. The complaining Party shall deliver the request to the other Party, and shall set out the reasons for the request, including an identification of the measure or other matter at issue and the legal basis for the complaint.

4. The Parties may consolidate two (2) or more proceedings regarding other issues whenever they deem it appropriate to consider these proceedings jointly.

5. Arbitral panel procedures shall be considered invoked when the Party complained against receives the request to establish a panel. The Parties shall adopt all necessary measures pursuant to Article 18.10 for the establishment of said panel.

6. Unless otherwise decided by the Parties, the panel shall be established and shall carry out its functions in consistency with the provisions of this Chapter.

7. Notwithstanding paragraph 1, an arbitral panel may not be established to review a proposed measure.

Article 18.08. Roster

1. Within three (3) months of the date of entry into force of this Agreement, the Parties shall establish and maintain a roster of up to twenty individual with the required qualification to serve as panelists. Said roster shall be composed of the "Roster Panelist of the Parties" and the "Roster of Panelist of Non-Party Countries". Each Party may designate five (5) national panelists to form the "Roster of Panelists of the Parties", and five (5) panelists of Non-Party countries to form the "Roster Panelists of Non-Party Countries".

2. The roster of panelists may be modified every three (3) years. Notwithstanding, the Commission may revise, by request of a Party, the roster of panelists before the expiration of this period. 3. The members of the roster of panelists shall meet the qualifications set forth in Article 18.09.

Article 18.09. Qualifications of the Panelists

1. The panelists shall meet the following qualifications:
a) have expertise or experience in law, international trade, other matters covered by this Agreement, or the resolution of disputes arising under international trade agreements;
b) be chosen strictly on the basis of objectivity, reliability, and sound judgment;
c) be independent of, and not be affiliated with or take instructions from, any Party; and
d) comply with a Code of Conduct to be established by the Commission.

2. Individuals may not serve as panelists for a dispute in which they have participated pursuant to Article18.06.

Article 18.10. Composition of Arbitral Panel

1. In the establishment of the arbitral panel, the Parties shall observe the following procedures:
a) the arbitral panel shall be composed of three members;
b) the Parties shall endeavor to agree on the designation of the chair of the arbitral panel within fifteen (15) days of receipt of the request for the establishment of the arbitral panel;
c) if the Parties do not reach an agreement within the above-mentioned timeframe, the chair shall be chosen by drawing lot from the "Roster of Panelists of Non-Party Countries"; d) within fifteen (15) days after the designation of the chair, each Party shall select a panelist from the "Roster of Panelists of the Parties" and the panelist selected could be of either of the Party's nationality; and
e) if a Party does not select a panelist, the panelist shall be chosen by drawing from the "Roster of Panelists of the Parties" and shall be of that Party's nationality.

2. Where a Party considers that a panelist has violated the Code of Conduct, the Parties shall hold consultations and decide whether to remove that panelist and select a new one pursuant to the provisions of this Article.

Article 18.11. Model Rules of Procedure

1. Upon the entry into force of this Agreement, the Commission shall establish the Model Rules of Procedure in accordance with the following principles:
a) the procedures shall ensure the right to at least one hearing before the arbitral panel and an opportunity for each Party to provide initial and rebuttal written submissions; and
b) the hearing before the arbitral panel, the deliberations and the preliminary report, as well as all the writings and communications presented in it shall be confidential.

2. Unless the Parties otherwise agree, the arbitral panel shall conduct its proceedings in accordance with the Model Rules of Procedure.

3. Unless the Parties otherwise agree, within twenty (20) days of receipt of the request for the establishment of the arbitral panel, the terms of reference shall be: "To examine, in the light of the provisions of this Agreement, the matters submitted for its consideration and to make findings, decisions, and recommendations as provided in Articles 18.13 (2) and 18.14".

4. If a complaining Party claims that a matter causes nullification or impairment of benefits referred to in Annex 18.02, the terms of reference shall so indicate.

5. When a Party requests that the arbitral panel makes findings on the extent of the adverse trade effects brought upon by the measure adopted by the other Party and it is considered by the Party as inconsistent with the Agreement, or that the measure has caused nullification or impairment in the sense of Annex 18.02, the terms of reference shall state it.

Article 18.12. Role of Experts

Upon request of a Party, or ex officio, the arbitral panel may seek information and technical advice from any persons or institutions that it deems appropriate under the Model Rules of Procedure.

Article 18.13. Preliminary Report

1. Unless the Parties otherwise agree, the arbitral panel shall base its preliminary report on the communications and arguments presented by the Parties, as well as the relevant provisions of this Agreement and any information received, pursuant to Article 18.12.

2. Unless the Parties otherwise agree, within ninety (90) days after the last panelist is selected, the arbitral panel shall present to the Parties a preliminary report containing:
a) findings of fact, including any findings pursuant to a request under Article 18.11 (5);
b) a decision about whether the measure in question is or could be inconsistent with the obligations arising from this Agreement, or is a cause of nullification or impairment in the sense of Annex 18.02 or any other decision requested in the terms of reference; and c) its recommendations, if any, to settle the dispute.

3. Panelists may furnish separate opinion in writing on matters in which consensus has not been reached. 4. Either Party may submit written comments to the arbitral panel on its preliminary report within fourteen (14) days of presentation of the report. After considering any written comments on the preliminary report, the arbitral panel upon request of a Party, or ex officio, may:
a) reconsider its report; and
b) take any steps deemed appropriate.

Article 18.14. Final Report

1. Within thirty (30) days of the presentation of the preliminary report, unless the Parties otherwise agree, the arbitral panel shall notify the Parties of its final report reached by majority of votes, including any separate opinions, in writing, on matters in which there is no consensus.

2. No arbitral panel may, in either its preliminary report or its final report, disclose the identity of the panelists that voted with the majority or the minority.

3. Unless the Parties otherwise agree, the Parties shall release the final report to the public within fifteen (15) days of its notification to the Parties.

Article 18.15. Implementation of the Final Report

1. The final report of the arbitral panel shall be compulsory for the Parties to implement under the terms and conditions specified in it. The term of implementation shall not exceed six (6) months from the date on which the final report was notified to the Parties, unless the Parties otherwise agree.

2. When the final report of arbitral panel determines that a measure has not conformed to a Party's obligations under this Agreement, the Party complained against shall be prevented from implementing the measure or shall eliminate the non-conformity.

3. When the final report of arbitral panel determines that a measure is causing nullification or impairment in the sense of Annex 18.02, it shall indicate the level of nullification or impairment and may suggest mutually satisfactory adjustments for the Parties.

Article 18.16. Suspension of Benefits

1. Unless the Parties notify the Commission of their agreement on the final report, within fifteen (15) days after the expiration of the timeframe determined by the arbitral panel, the panel shall determine if the Party complained against has conformed to the report.

2. The complaining Party may suspend the Party complained against from the benefits arising from this Agreement that have an effect equivalent to the benefits not received, if the arbitral panel decides that:
a) a measure is inconsistent with the obligations of this Agreement, and the Party complained against has not implemented the final report within the term established by the panel; or
b) a measure is the cause of nullification or impairment in the sense of Annex 18.02, and the Parties do not reach a mutually satisfactory agreement of the dispute within the term established by the panel.

3. The suspension of benefits shall last until the Party complained against implements the final report or until the Parties reach a mutually satisfactory agreement of the dispute.

4. In considering what benefits to be suspended pursuant to this Article: a) the complaining Party should first seek to suspend benefits in the same sector or sectors that are affected by the measure, or other matter that the panel has found to be inconsistent with the obligations of this Agreement or to have caused nullification or impairment in the sense of Annex 18.02; and b) if the complaining Party considers not feasible or effective to suspend benefits in the same sector or sectors, it may suspend benefits in other sectors.

5. Once benefits have been suspended, the Parties, upon written request of a Party, shall establish an arbitral panel for determining if the final report has been enforced, or if the level of benefits suspended by the complaining Party is excessive to the Party complained against, in accordance with this Article. When possible, the panel shall be composed of the same panelists who resolved the dispute.

6. When the arbitral panel established in paragraph 5 is composed of the same panelists who resolved the dispute, it shall submit a final report within thirty (30) days as of the request mentioned in paragraph 5. When the arbitral panel established in paragraph 5 is not composed of the same panelists, the panel shall submit a final report within sixty (60) days of the meeting in which it was established, or when the Parties so decide.

7. When the Party complained against cannot comply with the final report, within thirty (30) days after the arbitral panel submits the final report, the said Party may request consultations with the complaining Party to reach an agreement on alternative measures to compensate the complaining Party.

8. If an agreement on alternative measures is not reached, the complaining Party may suspend the benefits, notwithstanding the provisions established in above paragraphs 2 and 4, to the extent necessary to persuade the Party complained against to comply with the final report. In the application of this provision, the difference in the development levels of the Parties will be taken into consideration.

Article 18.17. Interpretation of the Agreement Before Judicial and Administrative Proceedings

1. If an issue of interpretation or application of this Agreement arises in any domestic judicial or administrative proceedings of a Party that the other Party considers as meriting its intervention, or if a court or administrative body solicits the views of a Party, that Party shall notify the other Party. The Commission shall endeavor to agree on an appropriate response as expeditiously as possible.

2. The Party in whose territory the court or administrative body is located shall submit any agreed interpretation of the Commission to the court or administrative body in accordance with the rules of that forum.

3. If the Commission does not agree upon an interpretation or responses, a Party may submit its own views to the judicial or administrative proceeding in accordance with the rules of that forum.

Article 18.18. Private Rights

No Party may provide for a right of action under its domestic law against the other Party on the grounds that a measure of the other Party is inconsistent with this Agreement.

Article 18.19. Alternative Dispute Resolution

1. Each Party shall, to the maximum extent possible, encourage and facilitate the use of arbitration and other means of alternative dispute resolution for the settlement of international commercial disputes between private parties in the free trade area established by this Agreement.

2. To this end, each Party shall provide appropriate procedures to ensure observance of agreements to arbitrate and for the recognition and enforcement of arbitral awards in such disputes.

3. The Commission may establish an Advisory Committee on Private Commercial Disputes comprising persons with expertise or experience in the resolution of private international commercial disputes. The Committee shall report and provide recommendations to the Commission on general issues referred to it by the Commission respecting the availability, use, and effectiveness of arbitration and other procedures for the resolution of such disputes in the free trade area established by this Agreement.

Chapter 19. Exceptions

Article 19.01. Definitions

For purposes of this Chapter, the following terms shall be understood as:
Fund: the International Monetary Fund;
international capital transactions: "international capital transactions", as defined in the Articles of Agreement of the International Monetary Fund;
payments for current international transactions: "payments for current international transactions", as defined in the Articles of Agreement of the International Monetary Fund; tax convention: a convention for the avoidance of double taxation or other international taxation agreements or arrangements; and transfers: international transactions and related international transfers and payments.

Article 19.02. General Exceptions

1. Article XX of GATT 1994 and its interpretative notes are incorporated into and made an integral part of this Agreement, for purposes of:
a) Part Two (Trade in Goods), except to the extent that any of its provisions apply to services and investment; and
b) Part Three (Trade Barriers), except to the extent that any of its provisions apply to services and investment.

2. Subparagraphs a), b) and
c) of Article XIV of the GATS, are incorporated into and made an integral part of this Agreement, for purposes of:
a) Part Two (Trade in Goods), to the extent that any of its provisions apply to services;
b) Part Three (Trade Barriers), to the extent that any of its provisions apply to services; and c) Part Four (Investment, Services and Related Matters).

Article 19.03. National Security

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 determines to be contrary to its essential security interests;
b) to preclude a Party from applying measures that it considers necessary for the protection of its essential interests in security matters:
i) relative to the trade in armaments, ammunitions and military equipments and the trade or operations in goods, materials, services and technology that are carried out with the main direct or indirect purpose of supplying a military institution or other defense organization;
ii) applied in war time or in other cases of grave international tension; or
iii) applied to national policies or international agreements to avoid the proliferation of nuclear weapons and other nuclear explosives;
c) to impede a Party from adopting measures for the fulfillment of the obligations derived form the United Nations Charter for the Maintenance of Peace and International Security.

Article 19.04. Balance of Payments

1. No provision in this Agreement shall be interpreted as impeding a Party from adopting or maintaining measures that restrict transfers when the Party faces serious difficulties in or threats to its balance of payments, provided that the restrictions are compatible with this Article.

2. The Party shall notify the other Party within thirty (30) days after the adoption of a measure in accordance with paragraph 1. In the event that both Parties become party to the Articles of Agreement of the International Monetary Fund, the procedure of paragraph 3 should be followed.

3. As soon as it is feasible, after a Party applies a measure according to this Article and to its international obligations, the Party shall:
a) submit all restrictions to current account for revision to the Fund according to Article VIII of the Articles of Agreement of the International Monetary Fund;
b) initiate consultations with the Fund with respect to the measures of economic adjustment geared to address the fundamental economic problems causing the difficulties; and
c) adopt or maintain economic policies according to such consultations.

4. The measures adopted or maintained according to this Article shall:
a) avoid unnecessary damage to the commercial, economic and financial interests of the other Party;
b) not be more burdensome than necessary to deal with the difficulties in, or threats to the balance of payments;
c) be temporary and progressively eliminated as the balance of payments situation improves;
d) be compatible with those of paragraph 3 (c), as well as with the Articles of Agreement of the International Monetary Fund; and e) be applied on a national treatment or most-favored-nation treatment basis, whichever is better.

5. A Party may adopt or maintain a measure according to this Article that grants priority to the essential services for its economic program, whenever the Party does not impose a measure for the purpose of protecting a specific industry or sector, unless the measure is compatible with paragraph 3 (c), and with Article VIII (3) of the Articles of Agreement of the International Monetary Fund.

6. The restrictions imposed on transfers must:
a) be compatible with Article VIII (3) of the Articles of Agreement of the International Monetary Fund, when they are applied to payments for current international transactions; and b) be compatible with Article VI of the Articles of Agreement of the International Monetary Fund and be applied only in conjunction with measures on payments for current international transactions in accordance with paragraph 3 (a).

Article 19.05. Disclosure of Information

Nothing in this Agreement shall be construed to require a Party to furnish or allow access to confidential information, the disclosure of which would impede, or otherwise be contrary to its Constitution, public interest, or laws regarding personal privacy, financial matters and banking accounts of individual clients of financial institutions.

Article 19.06. Taxation

1. Except as set out in this Article, nothing in this Agreement shall apply to taxation measures.

2. Nothing in this Agreement shall affect the rights and obligations of any Party under any tax convention. In the event of any inconsistency between this Agreement and any such convention, that convention shall prevail to the extent of the inconsistency.

3. Notwithstanding paragraph 2:
a) Article 3.03 (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 the GATT 1994; and
b) Article 3.12 (Export Taxes) shall apply to taxation measures.

4. For purposes of this Article, taxation measures do not include:
a) a customs duty as defined in Chapter 2 (General Definitions); nor
b) the measures listed in exceptions b), c) and d) to that definition.

5. Subject to paragraph 2:
a) Articles 10.03 (National Treatment) and 11.03 (National Treatment) shall apply to the taxation measures on income, capital gains or on the taxable capital of enterprises that relate to the purchase or consumption of particular services; and
b) Articles 10.03 (National Treatment) and 10.04 (Most Favored Nation Treatment); 11.03 (National Treatment) and 11.04 (Most Favored Nation Treatment); shall apply to all taxation measures, other than those on income, capital gains or on the taxable capital of enterprises, taxes on estates, successions and donations, except that nothing in those Articles shall apply:
i) to any most-favored-nation obligation with respect to an advantage accorded by a Party pursuant to any tax convention;
ii) to any existing taxation measure which provides different tax treatment between residents and non-residents;
iii) to a non-conforming provision of any existing taxation measure;
iv) to the continuation or prompt renewal of a non-conforming provision of any existing taxation measure; 
v) to an amendment to a non-conforming provision of any existing taxation measure to the extent that the amendment does not decrease, at the time of its application, its conformity with any of those articles; or
vi) to the adoption or enforcement of any new taxation measure aimed at ensuring the equitable or effective imposition or collection of taxes and does not arbitrarily discriminate among persons, goods or services of the Parties, or arbitrarily nullify or impair advantages granted by those articles, in the sense of Annex 18.02 (Nullification and Impairment).

Chapter 20. Cooperation

Article 20.01. General Objective

The main objective of this Chapter is to establish the guidelines within which the Government of the Republic of China (Taiwan) shall strengthen the cooperation relationship with the Government of the Republic of Guatemala, reaffirming its importance in the economic, financial and technical areas, as a way to contribute to the accomplishment of the objectives and principles derived from this Agreement.

Article 20.02. Specific Objectives

The specific objectives of this Chapter are the following:
a) to strengthen and diversify cooperation activities between the Parties;
b) to strengthen cooperation in order to develop, improve, intensify and diversify commercial relationships and environmental management systems;
c) to strengthen and diversify financing modalities for development;
d) to encourage cooperation for the protection and improvement of the environment within the territory of the Parties for the wellbeing of present and future generations;
e) to improve the capacity of the public and private sectors to benefit from the opportunities offered by this Agreement; and
f) to cooperate with the establishment of commercial, financial, and technological flows and investment between the Parties.

Article 20.03. Application Principle

None of the provisions of this Chapter shall be construed as granting either Party the rights to enforce its legislation in the territory of the other Party.

Article 20.04. Right to Act

None of the Parties shall have the right to act in its legislation against the other Party, based on the knowledge that the other Party has acted inconsistently with this Chapter.

Article 20.05. Information Protection

1. None of the provisions of this Chapter shall be construed as forcing either of the Parties to provide or give access to information:
a) whose disclosure might hinder the enforcement of its legislation; or
b) whose disclosure is protected by the laws relative to confidential business and commercial information, personal privacy, or confidentiality in decision-making by the Government.

2. Confidential information shall only be disclosed by express will of both Parties or by explicit authorization of one Party to the other.

Article 20.06. Dispute Settlement

None of the provisions of this Chapter shall apply to the dispute settlement mechanism contained in this Agreement.

Article 20.07. Cooperation Activities

1. The Parties may develop and initiate cooperation activities with the participation of experts from national and international institutions considered appropriate in order to accomplish the objectives and to fulfill the obligations according to the terms of this Agreement.

2. The cooperation activities shall be carry out taking into consideration:
a) the economic, environmental, geographical, social, cultural and legal system differences between the Parties;
b) the national priorities agreed upon by the Parties;
c) the need to prevent duplication of the existing cooperation activities; and
d) the intention of both Parties to develop and implement cooperation activities through initiatives taken by the Parties.