8. Notwithstanding the provisions of paragraph 1, in order to deal with bilateral matters of interest to Mexico and one or more Central American States, the Administrative Commission may meet and adopt decisions when officials of those Parties are in attendance, provided that the other Parties are notified sufficiently in advance so that they may participate in the meeting.
9. A decision taken by the Administrative Commission under paragraph 8 shall have effect with respect to the Parties that have taken the decision.
Article 19.2. Free Trade Agreement Coordinators
1. Each Party shall designate a Free Trade Agreement Coordinator, in accordance with Annex 19.2 (Free Trade Agreement Coordinators).
2. The Coordinators will give appropriate follow-up to the decisions of the Administrative Commission and will work together in the development of agendas, as well as other preparations for the meetings of the Administrative Commission.
3. The Coordinators shall meet whenever necessary, in person or through any technological means, at the instruction of the Administrative Commission or at the request of any of the Parties.
Article 19.3. Administration of Dispute Resolution Proceedings Dispute Resolution
1. Each Party shall:
(a) designate a permanent office to provide administrative support to the arbitration panels contemplated in Chapter XVII (Dispute Settlement) and perform other functions at the direction of the Administrative Commission; and
(b) notify the Administrative Commission of the address of its designated office and the officer in charge of its administration.
2. Each Party shall be responsible for:
(a) the operation and costs of its designated office; and
(b) the remuneration and expenses payable to panelists, their assistants and appointed experts, in accordance with Chapter XVII (Dispute Settlement) and as set out in Annex 19.3.
Designated offices:
(a) if required, shall provide assistance to the Administrative Commission in accordance with the provisions of Chapter XVII (Dispute Settlement);
(b) on instructions from the Administrative Commission, support the work of the working groups or expert groups established in accordance with the provisions of Chapter XVII (Dispute Settlement); and
(c) perform such other duties as may be entrusted to them by the Administrative Commission.
Chapter XX. Exceptions
Article 20.1. Definitions
For the purposes of this Chapter, the following definitions shall apply:
tax treaty: a convention for the avoidance of double taxation or other international tax treaty or arrangement;
tax measures do not include:
(a) a "customs duty" as defined in Article 2.1 (Definitions of General Application); or
(b) the measures listed in subparagraphs (b), (c) and (d) of the definition of "customs tariff".
Article 20.2. General Exceptions
1. For purposes of Chapters Ill (National Treatment and Market Access for Goods); IV (Rules of Origin); V (Customs Procedures Relating to the Origin of Goods); VI (Trade Facilitation); VIIl (Sanitary and Phytosanitary Measures); and IX (Technical Barriers to Trade), Article XX of the GATT 1994 and its interpretative notes are incorporated into and form an integral part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XX(b) of GATT 1994 include environmental measures necessary 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 or non-living exhaustible natural resources.
2. For the purposes of Chapters XII (Cross-Border Trade in Services); XIll (Telecommunications Services); and XV (Electronic Commerce) (1), Article XIV of the GATS (including the footnotes) is incorporated into and made an integral part of this Agreement, mutatis mutandis. Tne Parties understand that the measures referred to in Article XIV(b) of the GATS include environmental measures necessary to protect human, animal or plant life or health.
Article 20.3. National Security
Nothing in this Agreement shall be construed to mean:
(a) compel a Party to provide or give access to information the disclosure of which it considers contrary to its essential security interests; or
(b) prevent a Party from taking any measure it considers necessary to protect its essential security interests:
(i) relating to trade in armaments, munitions and war materiel and to trade and transactions in goods, materials, services and technology carried out for the direct or indirect purpose of supplying a military institution or other defense establishment;
(ii) adopted in time of war or other emergency in international relations; or
(iii) concerning the implementation of national policies or international agreements on the non-proliferation of nuclear weapons or other nuclear explosive devices; or
(c) prevent a Party from taking action in accordance with its obligations under the United Nations Charter for the Maintenance of International Peace and Security.
Article 20.4. Disclosure of Information
Nothing in this Agreement shall be construed to require a Party to furnish or give access to information the disclosure of which would impede compliance with, or be contrary to its Constitution or laws, or which would be contrary to the public interest, or which would prejudice the legitimate commercial interest of particular enterprises, whether public or private.
Article 20.5. Taxation
1. Except as provided in this Article, nothing in this Agreement shall apply to taxation measures.
2. Nothing in this Agreement shall affect the rights and obligations of either Party under any tax convention. In the event of any inconsistency between this Agreement and any such treaty, the treaty shall prevail to the extent of the inconsistency. In the case of a tax treaty between two Parties, the competent authorities under that treaty shall have sole responsibility for determining whether there is any inconsistency between this Agreement and that treaty.
3. Notwithstanding the provisions of paragraph 2:
(a) Article 3.3 (National Treatment) and such other provisions in this Agreement as are necessary to give effect to that Article shall apply to taxation measures to the same extent as Article Ill of GATT 1994; and
(b) Article 3.14 (Export Taxes) shall apply to tax measures.
4. Articles 11.11 (Expropriation and Compensation) and 11.20 (Submission of a Claim to Arbitration) shall apply to taxation measures that are claimed to be expropriatory, except that no investor may invoke Article 11.11 (Expropriation and Compensation) as a basis for a claim where it has been determined pursuant to this paragraph that the measure does not constitute an expropriation. An investor seeking to invoke Article 11.11 (Expropriation and Compensation) with respect to a taxation measure shall first submit the matter at the time of delivery of the written notice referred to in Article 11.20 (Submission of a Claim to Arbitration) to the competent authorities of the claimant and respondent set out in Annex 20.5 for those authorities to determine whether the measure does not constitute an expropriation. If the competent authorities do not agree to examine the matter or, having agreed to examine the matter, do not agree that the measure does not constitute an expropriation, within 6 months after the matter has been submitted to them, the investor may submit a claim to arbitration in accordance with Article 11.20 (Submission of a Claim to Arbitration).
Article 20.6. Balance of Payments
1. A Party may adopt or maintain temporary and non-discriminatory restrictions to protect the balance of payments when:
(a) there is serious economic and financial disruption or threat thereof in the territory of the Party, which cannot be adequately addressed by any alternative measure; or
(b) the balance of payments, including the state of its monetary reserves, is seriously threatened or faces serious difficulties.
The measures adopted shall be for as long as the events described in the preceding paragraphs persist.
2. The measures referred to in paragraph 1 shall be taken in accordance with GATT 1994, including the Declaration on Trade Measures Taken for Balance of Payments Purposes of 1979, the Understanding on the Balance of Payments Provisions of the General Agreement on Tariffs and Trade 1994, the GATS and the Articles of Agreement of the International Monetary Fund.
3. Without prejudice to the obligations under the legal instruments referred to in paragraph 2, the Party adopting or maintaining measures in accordance with paragraph 1 shall notify the other Party as soon as possible, through the Administrative Commission:
(a) the nature and extent of the serious threats to its balance of payments or the serious difficulties it faces;
(b) the economic and foreign trade situation of the Party;
(c) the alternative measures you have available to correct the problem; the economic policies it adopts to address the problems mentioned in paragraph 1, as well as the direct relationship between such policies
(d) and the solution thereof; and
(e) the evolution of the events that gave rise to the adoption of the measure.
Chapter XXI. Final Provisions
Article 21.1. Annexes, Appendices and Footnotes
The annexes, appendices and footnotes to this Agreement constitute an integral part of this Agreement.
Article 21.2. Entry Into Force
1. This Agreement shall be of indefinite duration and shall enter into force between Mexico and each Central American State 30 days after the date on which they respectively notify each other in writing that their respective internal legal procedures for the entry into force of this instrument have been completed, unless the Parties agree to a different term.
2. The Parties agree that the treaties referred to in Article 21.7 shall continue to apply between Mexico and those States for which this Agreement has not entered into force.
3. The Administrative Commission established in Article 19.1 (Administrative Commission) shall become operative and may adopt decisions at the time this Agreement enters into force for Mexico and the other Party. (1)
Article 21.3. Reservations and Interpretative Statements
This Treaty may not be the subject of reservations or interpretative declarations.
Article 21.4. Amendments
1. The Parties may agree to any amendment to this Agreement.
2. The amendment shall enter into force, and shall constitute an integral part of this Agreement, 30 days after the date on which the Parties have notified each other in writing that their respective internal legal procedures for its entry into force have been completed or on such other date as the Parties may agree.
Article 21.5. Accession
1. Any State may accede to this Treaty subject to the terms and conditions agreed between that State and the Administrative Commission.
2. The accession shall enter into force 30 days after the date on which all the Parties and the acceding State have notified each other in writing that their respective internal legal procedures for its entry into force have been completed or on such other date as the Parties may agree.
Article 21.6. Complaint
1. Any Party may denounce this Agreement. However, this Agreement shall remain in force for the other Parties.
2. The denunciation shall take effect 180 days after it is communicated in writing to the other Party, without prejudice to the possibility that the Parties may agree on a different period. The denouncing Party shall communicate such denunciation to the other Parties.
Article 21.7. Termination of Free Trade Agreements
1. Upon the entry into force of this Agreement between Mexico and Costa Rica, the Free Trade Agreement between the United Mexican States and the Republic of Costa Rica, signed on April 5, 1994, as well as the annexes, appendices, protocols and decisions that have been subscribed pursuant to that Agreement, shall be null and void.
2. Upon the entry into force of this Agreement between Mexico and El Salvador, the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, signed on June 29, 2000, as well as the annexes, appendices, protocols and decisions that have been subscribed pursuant to that Agreement, shall be without effect.
3. Upon the entry into force of this Agreement between Mexico and Guatemala, the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, signed on June 29, 2000, as well as the annexes, appendices, protocols and decisions that have been subscribed pursuant to that Agreement, shall be without effect.
4. Upon the entry into force of this Agreement between Mexico and Honduras, the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, signed on June 29, 2000, as well as the annexes, appendices, protocols and decisions that have been subscribed in accordance with that Agreement, shall be null and void.
5. Upon the entry into force of this Agreement between Mexico and Nicaragua, the Free Trade Agreement between the Government of the United Mexican States and the Government of the Republic of Nicaragua, signed on December 18, 1997, as well as the annexes, appendices, protocols and decisions that have been subscribed in accordance with that Agreement, shall be without effect.
Article 21.8. Transitory Provisions
Notwithstanding the provisions of Article 21.7:
(a) Chapter XI (Financial Services) of the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, and Chapter XIII (Financial Services) of the Free Trade Agreement between the Government of the United Mexican States and the Government of the Republic of Nicaragua, shall remain in force until such time as common disciplines on financial services are agreed to be negotiated under this Agreement.
For greater certainty, Annex 11-15 (Reservations and Specific Commitments) of the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras shall remain in force for Guatemala and Mexico until the reservations and specific commitments referred to in Article 11-15.1 of that agreement are negotiated and established.
The provisions of the other chapters of the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, and of the Free Trade Agreement between the Government of the United Mexican States and the Government of the Republic of Nicaragua, including, among others, those relating to the settlement of disputes between a Party and an investor of another Party (2) and those relating to the settlement of disputes under those treaties (3) , shall continue to apply only to the extent that Chapter XI (Financial Services) and Chapter XIll (Financial Services) so refer to them and only for the purposes of the aforementioned chapters; (4)
(b) the preferential tariff treatment granted pursuant to the treaties referred to in that Article shall remain in effect for 45 days following the date of entry into force of this Agreement, for those importers who so request and who use the certificates of origin issued pursuant to the relevant treaty referred to in Article 21.7, provided that they were issued prior to the date of entry into force of this Agreement and are valid;
(c) the Parties may use the lists adopted pursuant to Article 17-08 of the Free Trade Agreement between the United Mexican States and the Republic of Costa Rica; Article 20-08 of the Free Trade Agreement between the Government of the United Mexican States and the Government of the Republic of Nicaragua, and Article 19-08 of the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, even if such lists have not been modified. For this purpose, the Parties shall take into account the decisions existing at the entry into force of this Agreement; and
(d) Article 8-03 of the Free Trade Agreement between the United Mexican States and the Republics of El Salvador, Guatemala and Honduras, as well as those other provisions of that agreement necessary for the implementation thereof, shall remain in force until the expiration of the term set forth in paragraph 1(a) of that Article.
Conclusion
IN WITNESS WHEREOF, the undersigned, duly authorized by their respective governments, have signed this Treaty in San Salvador, El Salvador, on the twenty- second day of November, two thousand and eleven, in six original copies, all of which are equally authentic.
For the United Mexican States
Bruno Francisco Ferrari Garcia de Alba
Secretary of Economy
For the Republic of Costa Rica
Anabel Gonzalez Campabadal
Minister of Foreign Trade
For the Republic of El Salvador
Héctor Miguel Antonio Dada Hirezi
Minister of Economy
For the Republic of Guatemala
Raul Trejo Esquivel
Vice Minister of Integration and Foreign Trade
For the Republic of Honduras
José Francisco Zelaya
Secretary of State in the Offices of Industry and Commerce
For the Republic of Nicaragua
Orlando Solórzano Delgadillo
Minister of Development, Industry and Commerce
Attachments
Annex I. Non-conforming Measures
Explanatory Notes
1. A Party's Schedule sets out, in accordance with Articles 11.9 (Reservations and Exceptions) and 12.7 (Reservations and Exceptions), a Party's reservations, in relation to existing measures that are inconsistent with the obligations established by:
(a) Articles 11.4 or 12.4 (National Treatment);
(b) Articles 11.5 or 12.3 (Most-Favored-Nation Treatment);
(c) Article 12.5 (Local Presence);
(d) Article 12.6 (Market Access);
(e) Article 11.7 (Performance Requirements); or
(f) Article 11.8 (Senior Management and Boards of Directors).
2. Each reservation in the Party List contains the following elements:
(a) Sector refers to the general sector for which the reservation has been made;
(b) Subsector refers to the specific sector for which the reservation has been made;
(c) Industrial Classification refers, where applicable, to the activity covered by the reservation, in accordance with national industrial classification codes;
(d) Obligations Affected specifies the obligation or obligations referred to in paragraph 1 on which the reservation has been made;
(e) Level of Government indicates the level of government that maintains the measure(s) for which the reservation has been made;
(f) Measures identifies the laws, regulations or other measures, as qualified, where indicated, by the element Description, in respect of which the reservation has been made. A measure mentioned in the Measures element:
(i) means the measure as modified, continued or renewed, as of the date of entry into force of this Agreement; and
(ii) includes any action subordinate to, adopted or maintained under the authority of, and consistent with, such action; and
(g) Description sets out the liberalization commitments, where these have been made, as of the entry into force of this Agreement and, with respect to the obligations referred to in paragraph 1, the remaining non- conforming aspects of the existing measures on which the reservation has been made.
3. In interpreting a reservation to the List, all elements of the reservation shall be considered. A reservation shall be interpreted in the light of the relevant provisions of the Chapter or Chapters in respect of which the reservation has been made. To the extent that:
(a) the Measures element is qualified by a liberalization commitment in the Description element, the Measures element, as qualified, shall prevail over all other elements; and
(b) the Measures element is not so qualified, the Measures element shall prevail over all other elements, unless any discrepancy between the Measures element and the other elements, considered as a whole, is so substantial and significant that it would be reasonable to conclude that the Measures element should prevail; in which case, the other elements shall prevail to the extent of that discrepancy.
4. Pursuant to Articles 11.9 (Reservations and Exceptions) and 12.7 (Reservations and Exceptions), the Articles of this Treaty specified in the Affected Obligations element of a reservation do not apply to the non-conforming aspects of the measures identified in the Measures element of that reservation.
5. Where a Party maintains a measure requiring a service supplier to be a national, permanent resident, or resident in its territory of that Party as a condition for the supply of a service in its territory, wnen making a reservation on a measure in relation to Articles 12.4 (National Treatment), 12.3 (Most-Favored-Nation Treatment), 12.5 (Local Presence), shall operate as a reservation in relation to Articles 11.4 (National Treatment), 11.5 (Most-Favored- Nation Treatment), 11.7 (Performance Requirements), insofar as such measure is concerned.
6. For greater certainty, Article 12.6 (Market Access) refers to non-discriminatory measures.
7. For purposes of determining the percentage of foreign investment in economic activities subject to the maximum percentages of foreign equity participation, as indicated in Mexico's Schedule, indirect foreign investment carried out in such activities through Mexican enterprises with majority Mexican capital will not be taken into account, provided that such enterprises are not controlled by the foreign investment.
8. For the purposes of Mexico's Schedule, the following definitions shall apply:
foreigner exclusion clause: the express provision contained in the bylaws of a company, which establishes that foreigners will not be allowed, directly or indirectly, to be partners or shareholders of the company;
CMAP: the digits of the Mexican Classification of Activities and Products, as established by the National Institute of Statistics, Geography and Informatics, Mexican Product Classification, 1994; and
concession: an authorization granted by Mexico to a person to exploit natural
resources or provide a service, for which Mexican nationals and Mexican companies will be preferred over foreigners under equal circumstances.