2. This subrogation shall enable the first Contracting Party or its designated agency to be the direct beneficiary of any compensation payments to which the initial Investor may be entitled. These rights may be exercised by the Investor if the first Contracting Party or the agency designated by the first Contracting Party or the agency designated by the first Contracting Party or the agency designated by the first Contracting Party authorize it.

III. Right to Regulate and Denial of Benefits

Article 14. Right to Regulate

1. The Contracting Parties mutually recognise their right to regulate within their respective Territories by reasonable measures to achieve legitimate public policy objectives, such as security, sustainable development, social security, privacy, data protection, promotion or protection of cultural diversity, human rights, health, education, social services, consumers, natural resources or the environment.

2. The mere fact that the adoption, modification or implementation of a Measure adversely affects an Investment or interferes with an Investor's expectations, including its expectation of profit, does not by itself constitute a breach of any obligation under this Agreement.

Article 15. Exception of Essential Interests

Nothing in this Agreement shall prevent a Contracting Party from adopting, maintaining or implementing Measures it considers necessary for the protection of its essential national security interests.

Article 16. No Lowering of Labor, Environmental and Human Rights Standards

1. The Contracting Parties recognize that it is inappropriate to encourage investment by weakening or reducing the protections provided by their environmental, labour or human rights laws.

2. No Contracting Party may, through sustained or repeated action or inaction, fail to effectively enforce its environmental, labour or human rights laws as an inducement to the establishment, acquisition, expansion or retention of an Investment in its Territory.

3. No Contracting Party may apply its environmental, labour or human rights legislation in a manner that would constitute a disguised restriction on Investment or unjustifiable discrimination between Contracting Parties.

Article 17. Social Responsibility of Investors

Each Contracting Party shall encourage the application of the Guidelines for Multinational Enterprises of the Organisation for Economic Co-operation and Development - OECD.

Article 18. Denial of Benefits

1. A Contracting Party may deny the benefits of this Agreement to:

a. an Investor that is an Enterprise of the other Contracting Party, and its Investments, if such Enterprise is owned or controlled directly or indirectly by Investors of a third State and:

i. the Contracting Party denying benefits does not maintain diplomatic relations with that third State; or

ii. the Contracting Party denying benefits adopts or maintains measures in relation to such third State which prohibit transactions with the Enterprise or which would be violated or circumvented if the benefits of this Agreement were accorded to the Enterprise or its Investments;

b. an Investor that is an Enterprise of the other Contracting Party and its Investments, if such Enterprise is owned or controlled directly or indirectly by Investors of the Contracting Party in whose Territory the Investment is made;

c. an Investor that is an Enterprise of the other Contracting Party and its Investments, if the Enterprise has no substantial business activities in the Territory of the other Contracting Party; or

d. an Investor of the other Contracting Party, where he has been convicted by an international court recognized by both parties, or by a judicial authority of either Contracting Party, and such conviction has become final within ten (10) years prior to the filing of the request for arbitration, by:

i. the commission of international crimes according to the Rome Statute of the International Criminal Court.

ii. sponsoring or financing organizations or persons who have committed:

1. international crimes in accordance with the Rome Statute of the International Criminal Court, or

2. acts of terrorism as defined by applicable international law regarding conduct constituting terrorism and/or included in international lists of persons or organizations related to terrorism.

2. The right to the denial of the benefits granted by this Agreement must be exercised in writing through any means that allows its knowledge by the Investor. For this purpose, a denial of benefits exercised in a pleading filed during the course of the dispute resolution procedures provided for in Article 22 (Filing of a Claim) of this Agreement shall be valid until the claim is answered.

3. The denial of benefits under this Article shall take effect from the moment the Investment is made.

IV. Investor - State Dispute Resolution

Article 19. Scope of Application of Investor Dispute Settlement

Status

1. This Section shall apply to any dispute concerning alleged breaches by a Contracting Party of its obligations under this Agreement with respect to an Investment made in the territory of such Contracting Party by an Investor of the other Contracting Party, except for Articles 3 (Promotion and Admission of Investments), 16 (Non-Diminution of Labour, Environmental and Human Rights Standards) and 17 (Social Responsibility of Investors) of this Agreement.

2. An Investor may not bring a claim before a court or arbitral tribunal under this Section if more than three (3) years have elapsed since the date on which the Investor knew or should have known of the adoption of the Measure giving rise to the alleged breach of this Agreement.

3. In the case of administrative acts, in order to submit a claim to the domestic forum or to the arbitration provided for in this Section, it shall be indispensable to previously exhaust the administrative remedy when the legislation of the Contracting Party so requires. In this case, the three (3) years referred to in the preceding paragraph shall be counted from the date on which such acts are considered final or definitive.

4. Nothing in this Section shall preclude the disputing parties from agreeing to submit their disputes to alternative dispute settlement mechanisms, such as mediation or conciliation, in parallel with or in addition to the consultations or arbitral or judicial proceedings provided for in this Section.

Article 20. Requirements for Submitting a Dispute for Consultation

Any dispute shall be notified in writing by the Investor to the Contracting Party receiving the Investment, including details of the dispute and the intention to resort to arbitration in accordance with Article 22 (Lodging of a Claim before an Arbitral Tribunal or Court) of this Agreement if the dispute is not resolved amicably.

Article 21. Consultations between the Investor and the Contracting Party and Submission of Notifications

1. In order to initiate consultations, the investor shall submit to the Contracting Party concerned, in writing, the notice of dispute referred to in the preceding Article.

2. To the extent possible, the parties to the dispute shall attempt to settle their differences by means of an amicable agreement.

3. If the dispute cannot be settled in this manner within six (6) months from the date of the written notice referred to in paragraph 1 of this article, the dispute shall be settled within six (6) months from the date of the written notice referred to in paragraph 1 of this Article, the dispute may be submitted, at the option of the Investor, to the forums described in Article 22 (Submission of a Claim to a Court or Arbitral Tribunal) of this Agreement.

4. The notice of controversy shall state, at a minimum:

a. the name and contact information of the plaintiff and his or her legal counsel;

b. evidence that you are an investor and that you have made an investment under this Agreement;

c. the provisions of this Agreement that are alleged to have been violated;

d. the legal and legal basis of your claim;

e. an indication of exhaustion of administrative remedies, if applicable; and

f. the relief sought and the estimated amount of damages claimed.

Investors should meet these requirements with sufficient specificity to enable the Contracting Party to participate effectively in consultations and to prepare its defense.

5. The submission of the Notice of Dispute and any other documents to a Contracting Party shall be sent to the addressees designated for that Contracting Party in Annex I.

Article 22. Filing of a Claim Before an Arbitral Tribunal or Court

1. Once the requirements have been fulfilled and the period provided for in Article 21 (Consultations between the Investor and the Contracting Party and Submission of Notifications) of this Agreement has elapsed without an amicable settlement having been reached, the Investor may submit its claim:

a. before the competent courts of the Contracting Party in whose territory the Investment was made;

b. before an ad hoc arbitral tribunal established under the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL) of 2010;

c. before the International Centre for Settlement of Investment Disputes (ICSID) established by the "Convention on the Settlement of Investment Disputes between States and Nationals of Other States", opened for signature at Washington on 18 March 1965, when each Contracting Party to this Agreement has acceded to that Convention;

d. before the Additional Facility for the Administration of Conciliation, Arbitration and Fact-Finding Proceedings by the ICSID Secretariat in cases where a Contracting Party is not a State party to the Convention referred to in subparagraph (c); or

e. before an arbitral tribunal established under other arbitration rules or under another arbitration institution as expressly agreed in writing by the disputing parties.

2. Each Contracting Party gives its advance and irrevocable consent, subject to the provisions of Article 23 (Limitations on Consent) of this Agreement, that any Investment dispute between a Contracting Party and Investors of the other Contracting Party may be submitted to arbitration under any of the arbitration procedures set forth in subparagraphs (b), (c) and (d) of paragraph 1 of this Article.

3. An Investor may only file a claim under any of the procedures set forth in subparagraphs b), c), d) and e) of paragraph 1 of this Article if:

a. withdraws any existing proceeding before a court or tribunal under domestic or international law with respect to a Measure alleged to constitute a breach referred to in its complaint; and

b. waives its right to initiate a claim or proceeding before a court or tribunal under national or international law in respect of a Measure alleged to constitute a breach referred to in its complaint.

4. Where third-party funding is available to defray the costs of the proceedings, the party to the dispute that benefits therefrom shall communicate to the other party to the dispute and to the arbitral tribunal the name and address of the funder and the value of such funding. The communication shall be made at the time of the submission of the claim, or in a timely manner following any subsequent funding agreement.

Article 23. Transparency of the Procedure

The UNCITRAL Rules on Transparency in Investor-State Arbitration under a Treaty (UNCITRAL Transparency Rules) shall apply to investor-State dispute resolution proceedings under this Agreement, subject to any exceptions that may apply under the laws of the respondent State, including those applicable to proceedings before domestic courts.

Article 24. Limitations on Consent

In no case shall the consent of the Contracting Parties referred to in Article 22(2) (Filing of a Claim before a Court or Arbitral Tribunal) of this Agreement shall extend to disputes in any of the following circumstances:

a. where the Contracting Party in whose Territory the Investment has been made exercises the right of denial of benefits as provided in Article 18 (Denial of Benefits) of this Agreement;

b. where the request for arbitration has been made outside the time limits specified in Article 19(2) and (3) (Scope of Investor-State Disputes) of this Agreement;

c. where the request for arbitration is filed before the expiry of the period of six months from the date of (6) months set forth in Article 21 (Consultations between the Investor and the Contracting Party and Submission of Notifications) of this Agreement;

d. where the request for arbitration is submitted by more than one Investor in respect of Investments not directly related to each other;

e. where the dispute had arisen, or was highly likely to arise, at the time the Investor acquired ownership or control of the Disputed Investment and the Investor acquired ownership or control of the Investment for the primary purpose of accessing the dispute resolution mechanisms provided for in Article 22 (Filing a Claim with a Court or Arbitral Tribunal) of this Agreement; or

f. where the request for arbitration is submitted by an Investor that has previously or simultaneously initiated any of the dispute settlement procedures provided for in Article 22(b), (c), (d) and (e) (Submission of a Claim to a Court or Arbitral Tribunal) of this Agreement relating to the same dispute. The lack of consent shall extend to requests for arbitration filed by persons or entities in a controlling relationship with the Investor that had initiated a prior proceeding and that relate to the same dispute.

Article 25. Arbitral Tribunal

1. The referees shall:

a. have expertise in public international law and international investment law and preferably have experience in the resolution of disputes arising from international investment agreements.

b. be impartial and independent, and not be bound by or take instructions from any organization or government of the Contracting Parties or the Investor or its advisors with respect to the dispute;

c. not become involved in the consideration of any dispute that may give rise to a direct or indirect conflict of interest, and comply with the International Bar Association's Guidelines on Conflicts of Interest in International Arbitration; and

d. once appointed, and for the duration of the arbitration, to refrain from acting as counsel, as party-appointed experts or as witnesses in a pending or new investment dispute under this Agreement or any other international agreement.

2. If a party to the dispute considers that a member of the arbitral tribunal is subject to a conflict of interest, it may submit a request for recusal to the President of the International Court of Justice for a decision. The request for recusal must be sent to the President of the International Court of Justice within fifteen (15) days of the date on which the composition of the arbitral tribunal was communicated to the party to the dispute, or within fifteen (15) days thereafter.

(15) days from the date on which the party became aware of the facts giving rise to the challenge, if the facts could not reasonably have been known to the party at the time of the composition of the arbitral tribunal because they were not disclosed by the challenged arbitrator. The request for challenge shall state the reasons for the challenge.

3. Upon entry into force of the Agreement, the Contracting Parties undertake to adopt, as soon as possible, a binding code of conduct for arbitrators under Article 36 (Bilateral Investment Council) of this Agreement.

Article 26. Applicable Law to Arbitration

1. The arbitral tribunal shall interpret and apply this Agreement in accordance with the Vienna Convention on the Law of Treaties and other rules and principles of international law applicable between the Contracting Parties.

2. The arbitral tribunal shall not have jurisdiction to determine the legality of a measure that is alleged to constitute a violation of this Agreement under the national law of a Contracting Party, including the law of the European Union. In determining the compatibility of a measure with this Agreement, the arbitral tribunal may take into account, where appropriate, the national law of a Contracting Party as an element of fact. In doing so, the arbitral tribunal shall follow the prevailing interpretation given to the national law by the courts or authorities of that Contracting Party, including the Court of Justice of the European Union, and any meaning given to the national law by the arbitral tribunal shall not be binding on the courts or authorities of that Contracting Party.

3. Any interpretation by the Council referred to in Article 36 (Bilateral Investment Council) of this Agreement of the contents of this Agreement shall be binding on the Contracting Parties and on any court or tribunal applying this Agreement.

Article 27. Consolidation of Claims

Consolidation of proceedings initiated by different Investors under this Agreement shall be possible with the consent of the respondent Contracting Party. The first arbitral tribunal constituted shall decide on the feasibility of such consolidation, as well as appropriate procedural rules to ensure due process for all disputing parties and procedural economy.

Article 28. Preliminary Objections on Jurisdiction and Admissibility

1. Any disputing party may raise before the arbitral tribunal preliminary objections to the jurisdiction of the arbitral tribunal or to the admissibility of a claim that it considers to lack substantial factual and legal merit no later than thirty (30) days after the constitution of the arbitral tribunal.

2. The submission of preliminary objections under this article does not preclude the respondent Contracting Party from subsequently raising additional objections to the jurisdiction of the arbitral tribunal, or new evidence relating to a preliminary objection.

3. The arbitral tribunal shall decide on such objections within ninety (90) days after they are filed by a disputing party.

Article 29. Provisional Provisional Measures of Protection

1. The arbitral tribunal may recommend interim measures of protection to preserve the rights of a disputing party.

2. The arbitral tribunal may order security if it considers that there is a reasonable doubt that a disputing party will be unable to comply with an award of costs and expenses against it, or considers it necessary for other reasons.

3. An arbitral tribunal may not issue orders for attachment or the suspension of any of the Measures that are the subject of the claim.

Article 30. Communication of the Dispute to the Non-Contending Party

Within thirty (30) days of its receipt, the respondent Contracting Party shall deliver to the other Contracting Party the Notice of Dispute.

Article 31. Diplomatic Protection

1. The Contracting Parties shall refrain from discussing by diplomatic means matters relating to disputes between a Contracting Party and an investor of the other Contracting Party, unless one of the parties to the dispute has failed to comply with a judicial decision or an arbitral award, within the terms of the decision or award in question.

2. For the purposes of this Article, informal diplomatic demarches for the sole purpose of facilitating the settlement of the dispute shall not be considered as diplomatic protection.

Article 32. Intervention by Amicus Curiae and the Non-Disputing Party

1. The arbitral tribunal shall decide, after consultation with the disputing parties, on amicus curiae applications to file briefs. Such requests shall identify the authors and any person or entity providing funding or other support for the preparation of the intervention.

2. The arbitral tribunal shall accept oral or written statements by the non-disputing Party concerning the interpretation of this Agreement, or, after consultation with the disputing Parties, may invite their submission.

3. The tribunal shall ensure that disputing parties have a reasonable opportunity to comment on amicus curiae or non-disputing party interventions.

Article 33. Award

1. The award shall have binding force between the disputing parties only in relation to the particular case and shall not be subject to appeal or any other remedy not provided for in this Agreement, the ICSID Convention, or any other treaty on the subject matter to which both Contracting Parties become parties, or the arbitral or procedural rules governing the proceeding. Both Contracting Parties shall recognize an award rendered by an arbitral tribunal or a judgment of a judge under this Agreement as binding and shall enforce it in the same manner as a final decision rendered by a judge of such Contracting Party.

2. The award shall contain the arbitral tribunal's assessment, based on clear and convincing evidence, of the following elements:

a. the Investor's standing to sue;

b. the existence of any rule of international law invoked;

c. the occurrence of the alleged facts or Measures;

d. the existence of the damage for which monetary compensation is sought;

e. the causal link between c. and d.; and

f. the value of the intended compensation.

3. If the arbitral tribunal makes an award against the respondent Contracting Party, it may only award, individually or jointly:

a. restitution of property or, at the option of the respondent Contracting Party, appropriate monetary compensation in accordance with Article 12 (Assessment of Economic Damages) of this Agreement;

b. monetary compensation;

c. any applicable interest, in a manner consistent with Article 12 (Assessment of Economic Claims) of this Agreement.

4. The arbitral tribunal may not award non-pecuniary damages, punitive damages, or any relief not contained in this Agreement.

5. If an Investor fails to declare third party financing and such financing is found to exist, the Investor shall bear the costs and expenses regardless of the outcome of the award.

6. The arbitral tribunal may not award compensation greater than the amount requested by the Investor in its claim, unless such increase reflects the damages or interest caused since the time the dispute was submitted to arbitration. In the event that the compensation awarded is less than fifty percent (50%) of the compensation requested by the Investor in its claim, the arbitral tribunal shall reduce the amount awarded by two percent (2%) of the difference between the amount requested and the amount awarded, to the extent of the compensation awarded.

Article 34. Costs and Expenses

The arbitral tribunal shall decide on costs and expenses on the basis of the principle of costs and expenses shared by both disputing parties. However, the arbitral tribunal may award costs and expenses to one of the disputing parties in consideration of the prevailing nature of its claims and its procedural conduct.

Article 35. Tacit Dismissal of the Dispute

In the event that, following the filing of a request for arbitration under this Section, the Investor takes no action in the proceeding for one hundred and eighty (180) consecutive days or for such period of time as the parties to the dispute may agree, the Investor shall be deemed to have withdrawn its claim and discontinued the proceeding. If constituted, the arbitral tribunal shall, upon request of the respondent Contracting Party, and after notice to the parties to the dispute, take note of the withdrawal in an order. The power of the arbitral tribunal shall terminate upon the issuance of such an order.

V. Settlement of Disputes State - State and Final Provisions

Article 36. Settlement of Disputes between Contracting Parties

1. Any dispute between the Contracting Parties concerning the interpretation or application of this Convention shall be settled by the Contracting Parties.

The implementation of this Agreement shall be resolved, to the extent possible, through consultations within the Council referred to in Article 36 (Bilateral Investment Council) of this Agreement.

2. If the dispute cannot be so settled within six (6) months of the commencement of negotiations, it shall, at the request of either Contracting Party, be submitted to an ad hoc arbitral tribunal in accordance with the provisions of this Article.

3. The arbitral tribunal shall be constituted as follows: each Contracting Party shall appoint one arbitrator and these two arbitrators shall choose a national of a third State as chairman. The arbitrators shall be appointed within two (2) months and the chairman within four (4) months from the date on which either Contracting Party has notified the other in writing of its intention to submit the dispute to an arbitral tribunal.

4. If the necessary appointments have not been made within the time limits provided for in paragraph 3 of this Article, either Contracting Party may, in the absence of other agreement, invite the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice is unable to perform this function or is a national of any of the Contracting Parties, the Vice-President shall be invited to make the necessary appointments. If the Vice-President is unable to perform this function or is a national of any of the Contracting Parties, the appointments shall be made by the most senior member of the said Court who is not a national of any of the Contracting Parties.

5. The arbitral tribunal shall render its decision on the basis of the provisions contained in this Agreement and other generally recognized rules and principles of international law.

6. Unless the Contracting Parties decide otherwise, the arbitral tribunal shall establish its own procedure.

7. The arbitral tribunal shall reach its decision by majority vote and its decision shall be final and binding on the Contracting Parties.

8. Each Contracting Party shall bear the expenses of the arbitrator appointed by it and those relating to its representation in the arbitral proceedings. All other expenses, including those of the Chairman, shall be borne equally by the Contracting Parties.

Article 37. Bilateral Investment Council

1. The Contracting Parties shall establish a Bilateral Investment Council (the "Council") for the administration of this Agreement.

2. The Council shall be composed of State representatives of each of the Contracting Parties.

3. The Council shall meet at least once every three (3) years at such times, places and by such means as the Contracting Parties may agree.

4. The Board shall have the following functions and responsibilities:

a. monitor the implementation of and compliance with this Agreement;

b. adopt binding interpretations of this Agreement.

Article 38. Multilateral Agreement on Investments

Upon the entry into force of an international agreement ratified by both Contracting Parties establishing a multilateral investment court and/or a multilateral appellate mechanism applicable to the dispute settlement procedure under this Agreement, the relevant provisions of this Agreement shall cease to apply.

Article 39. Modifications and Interpretation

1. This Agreement may be amended by mutual consent of the Contracting Parties. Amendments to this Agreement shall enter into force following the legal procedure set forth in the first paragraph of Article 40 (Entry into Force, Extension and Termination) of this Agreement.

2. The Council may adopt interpretations which shall be binding on the arbitral tribunal established under this Agreement.

Article 40. Transitory Provisions

1. The Agreement between the Kingdom of Spain and the Republic of Colombia for the reciprocal promotion and protection of investments, done at Bogota on 31 March 2005, shall cease to have effect and shall be replaced by this Agreement as from the date of entry into force of this Agreement.

2. Notwithstanding paragraph 1 of this Article, an investor may, in accordance with Article 2 (Definitions) of this Agreement, submit a claim under the March 31, 2005 Agreement if:

a. the Measures that are the subject of the complaint were adopted when this Agreement had not entered into force; and