Title

AGREEMENT FOR COOPERATION AND INVESTMENT FACILITATION BETWEEN THE FEDERAL REPUBLIC OF BRAZIL AND THE REPUBLIC OF COLOMBIA

Preamble

The Federative Republic of Brazil

And

The Republic of Colombia,

Hereinafter referred to as the "Parties" or individually as "Party",

Desiring to strengthen and deepen the bonds of friendship and the spirit of continued cooperation between the Parties;

Desiring to stimulate, accelerate and support bilateral investments;

Seeking to create and maintain conditions favorable to investments of investors of a Party in the territory of the other;

Recognizing the key role of investment in promoting sustainable development, economic growth, poverty reduction, job creation, expansion of production capacity, technology transfer and human development;

Seeking their investors and their investments to maintain socially responsible conduct and contribute to the sustainable development of both Parties;

Understanding that the deepening of relations between the Parties on investment will bring broad and reciprocal benefits;

In order to achieve continuous expansion of investment for the benefit of the Parties and to improve the investment environment through the exchange of information, promotion and cooperation and the identification and elimination of barriers to investment;

Recognizing the importance of fostering a transparent, responsive and friendly environment for investment of the Parties and the need to promote and protect foreign investments with a view to promoting the economic prosperity of both sides;

Recognizing the right of Parties to regulate investments in their respective territories to achieve legitimate public policy objectives, such as health, safety and environment, among others;

Desiring to promote and strengthen contacts between the private sector and the governments of the Parties;

In order to create a technical dialogue mechanism and government initiatives that contribute to the significant increase in their mutual investment;

Have agreed the following:

Body

Section I. Scope and Definitions

Article 1. Objectives

1. The purpose of this Agreement is to promote cooperation between the Parties in order to facilitate and promote mutual investment, by establishing an institutional framework for the management of an agenda for cooperation and investment facilitation, as well as mechanisms for risk mitigation and conflict prevention, among other instruments mutually agreed by the Parties.

Article 2. Scope of Application

1. This Agreement applies to all investments made before or after its entry into force.

2. This Agreement shall not limit in any way the rights and benefits that the current legislation in the territory of a Party gives to an investor of the other Party.

3. For greater certainty, the Parties reaffirm that this Agreement shall be without prejudice to the rights and obligations arising out of the agreements of the World Trade Organization.

4. The provisions of this Agreement will not apply to tax matters.

Article 3. Definitions

1. For the purposes of this Agreement:

1.1 "Host State" means the Party in whose territory the investment.

1.2 "Investment" means a direct investment of an investor of a Party established or acquired in accordance with the laws and regulations of the other Party, which allow exercise, directly or indirectly, control or significant degree of influence on the management of production of goods or the provision of services in the territory of the other Party, including in particular, but not exclusively:

(A) a corporation, company or association;

(B) shares, capital or other interests in a company or company;

(C) movable and immovable property and any other property rights such as mortgage, charge, pledge, usufruct and similar rights;

(D) the concession, license or authorization granted by the Host State to investors of the other Party;

(E) intellectual property rights as defined or referred to in the Agreement on Intellectual Property Rights Trade-Related Aspects of World Trade Organization (TRIPS / TRIPS).

1.2.1 For greater certainty, "investment" does not include:

(A) public debt operations;

(B) the investment portfolio; and

(C) the credit rights arising solely from commercial contracts for the sale of goods or services by an investor in the territory of a Party to a national or company in the territory of the other Party or the granting of credit in connection with a transaction commercial.

1.2.2 A change in the way in which the assets have been invested or reinvested does not affect their investment character under this Agreement, provided that this is within the definition of this article and perform in accordance with the domestic law of the Party in whose territory admitted the investment.

1.3 "Investor" means a natural person, legal person or an autonomous patrimony of a Party which has made an investment in the territory of the other Party.

1.4 "Natural Person" means a national or permanent resident of a Party in accordance with its laws and regulations.

1.4.1 This Agreement shall not apply to investments of natural persons who are nationals of the two parties, unless those individuals at the time of investment and since then without interruption have been domiciled outside the territory of the Party in which they have carried out such investment.

1.5 5 "Legal person" means any entity constituted or organized in accordance with the legislation of a Party, whether or not for profit, whether privately or publicly owned and has its domicile as well as substantial business activities in the territory of that Party.

1.6 "Autonomous Patrimony" means the set of goods subject to a system established by law, which is severable and independent:

i) the equity of whom transferred,

ii) the equity of who is the holder for the purposes of administration and

iii) the assets of the beneficiary.

1.7 "measure" means any measure by a Party, whether in the form of a law, regulation, rule, procedure, decision or administrative provision, is in any other form.

1.8 "income" means the values obtained by an investment and in particular, though not exclusively, include profit, interest, capital gains and dividends.

1.9 "Territory" means the continental and insular territory, airspace and maritime and submarine areas over which each Party exercises sovereignty or sovereign rights or jurisdiction in accordance with its domestic law and with international law, including applicable international treaties.

Section II.

"- Treatment Granted to Investors and their Investments

Article 4. Admission and Treatment

1. Each Party shall, in accordance with its general policy and its foreign investment regime, promote in its territory investments of investors of the other Party and shall admit in accordance with its domestic law.

2. The Parties shall not denegaro justice to investments of investors of the other Party in criminal proceedings, civil or administrative litigation.

3. Each Party shall accord to investors of the other Party and their investments a treatment in accordance with due process.

Article 5. Non-discrimination

1. Subject to the exceptions established by law until the date on which this Agreement enters into force, each Party shall accord to investors of the other Party and their investments treatment no less favorable than that it accords, in like circumstances, to its own investors and their investments, with respect to the expansion, management, conduct, operation, sale or other disposition of investments in its territory. It will be considered that a treatment is less favorable if it modifies the conditions of competition in favor of its own investors and their investments, compared to investors of the other Party and their investments.

1.1 The provisions of this Article shall not preclude the adoption and application of new requirements or legal restrictions on investors and their investments, provided they are not discriminatory.

2. Each Party shall accord to investors of the other Party and their investments treatment no less favorable than that it accords, in like circumstances, to investors of a non-Party and to their investments with respect to the expansion, management, conduct, operation, sale or other disposition of investments in its territory. It will be considered that a treatment is less favorable if it modifies the conditions of competition in favor of investors of a non-Party and their investments, compared to investors of the other Party and their investments.

3. This Article shall not be construed as:

a) an obligation of a party to give the investor of another Party or their investments the benefit of any treatment, preference or privilege resulting from:

(i) provisions on dispute settlement in the field of constant investment of an international investment agreement; or

(ii) any international trade agreement, such as a regional economic integration organization, free trade area, customs union or common market, present or future, which one of the parties is a member or to come join in the future.

b) the possibility of invoking, in the settlement of disputes, treatment standards in an international investment agreement with a third party.

4. This Article shall not be interpreted as obliging the parties to compensate intrinsic competitive disadvantages that result from the foreign investors' character and their investments

Article 6. Expropriation

1. The Parties may not nationalize or expropriate investments covered by this Agreement, unless:

(A) by public utility or social interest;

(B) a non-discriminatory manner;

(C) by paying an effective compensation in accordance with this Article; and

(D) in accordance with its laws, regulations and due process.

2. Compensation shall:

(A) be paid without undue delay, in accordance with the law of the host State;

(B) be equivalent to the fair market value of the expropriated investment immediately before the expropriation is made or before its imminence is public knowledge, whichever occurs earlier ("date of expropriation"); and

(C) be freely transferable and payable in accordance with Article 9 on Transfers.

3. If the fair market value is calculated in an internationally convertible currency, the compensation paid may not be less than the fair market value on the date of valuation, more commercial interest fixed on the basis of market criteria for that currency, accrued from the date of valuation to the date of payment, according to the Host State legislation.

4. If the fair market value is calculated in a currency that is not internationally convertible, the indemnity payment as may not be less than the fair market value on the date of valuation, more commercial interest fixed on the basis of market criteria for that currency, accrued from the date of valuation to the date of payment, according to the Host State legislation.

5. The Parties shall cooperate to improve the knowledge of their respective national laws on investment expropriation.

6. The Parties may establish state monopolies or reserve strategic activities that deprive an investor to develop an economic activity, provided it is for reasons of public utility or social interest and observe the provisions of this Article.

7. The Parties confirm that the shipment of compulsory licenses in accordance with the Agreement on Aspects of Intellectual Property Rights Related to Trade (TRIPS / TRIPS) can not be questioned in accordance with the provisions of this Article.

Article 7. Compensation for Losses

Investors of a Party whose investments in the territory of the other Party incur losses due to war or other armed conflict, revolution, state of national emergency, insurrection, disorder, or any other similar event, shall be entitled, in respect of restitution, indemnification, compensation or other solution, the same treatment as the latter Party grants to own investors or to those of a non-State Party, whichever is more favorable to the investor.

Article 8. Transparency

1. Each Party shall ensure that all measures affecting investments are administered in a reasonable, objective and impartial in accordance with its legal system.

2. Each Party shall ensure that its laws, regulations, administrative acts and general enforcement of judgments relating to any matter covered by this Agreement are promptly published and made available to the public, as far as possible, in electronic format.

3. Each Party shall make available to the public the regulatory projects on investment in order to allow reasonable opportunity to interested parties to submit comments on the measures proposed.

4. Whenever possible, each Party shall publicity of this Agreement to their financial, public and private agents, responsible for the technical risk assessment and approval of loans, credits, guarantees and related insurance related to investments in the territory of the other Party.

5. The Parties shall promote transparency in its legislative, regulatory, administrative and judicial proceedings and will provide review or appeal procedures to ensure that they operate in accordance with applicable laws and national regulations in accordance with the domestic laws of each Party.

Article 9. Transfers

1. The Parties shall, without undue delay and after the fulfillment of the requirements established in its domestic law, allow the free transfer of investment related funds, namely:

(A) the initial contribution to the initial capital or any addition of this in relation to the maintenance or expansion of this type of investment;

(B) income directly related to the investment;

(C) Revenue from the sale or total or partial liquidation of investment;

(D) wages and other remuneration received by the contract staff abroad relating to an investment;

(E) the payment of any loan, including interest on this, directly related to the investment, and

(F) the amount of compensation or the value of the proceeds from the sale in the securities received as compensation market.

2. Transfers shall be carried out, the investor's discretion, the coins legal tender in the territory of the Parties or in freely convertible currency, according to the current exchange market on the date of transfer, in accordance with the domestic law of the Party whose territory has made the investment.

3. Notwithstanding the provisions of this Article, a Party may condition or prevent a transfer through the equitable, non-discriminatory and good faith of the rules of its domestic law concerning:

(A) tender procedures, restructuring, bankruptcy, insolvency or protection of creditors' rights;

(B) compliance with judicial, arbitral or administrative final measures; and

(C) compliance with labor or tax obligations.

4. A Party may adopt or maintain measures that are not consistent with the obligations set out in this Article, if they are not discriminatory and in accordance with the articles of the Articles of Agreement of the International Monetary Fund:

(A) In case of severe imbalances balance of payments or external financial difficulties or threat to them; or

(B) In the event that, in special circumstances, movements of capital to generate or threaten to have serious complications for macroeconomic management, in particular, monetary and exchange rate policies.

Article 10. Prudential Measures

Nothing in this Agreement shall apply to measures of the Parties, in accordance with its legal system, adopt with regard to the financial sector for prudential reasons, including those that seek the protection of investors, depositors, policy holders or trustees or aimed at ensuring the integrity and stability of the financial system. When such measures are not in accordance with the provisions of this Agreement shall not be used as a means of circumventing the commitments or obligations of the Parties under the Agreement.

Article 11. Tax Measures

1. Nothing in this Agreement shall be construed as an obligation of one party to give to an investor of another Party in relation to their investments the benefit of any treatment, preference or privilege resulting from an agreement to avoid double taxation, current or future, that one of the Parties to this Agreement is a party or may become a party.

2. Nothing in this Agreement shall be construed to prevent the adoption or enforcement of any measure aimed at ensuring the equitable or effective imposition or collection of taxes in accordance with the legal system of each Party.

Article 12. Security Exceptions

1. Nothing in this Agreement shall be construed to prevent a Party from adopting or maintaining measures aimed at preserving public order, the fulfillment of its obligations for the maintenance or restoration of peace and international security, the protection of its own essential security interests or the application of provisions of criminal law.

2. They are not subject to the dispute settlement mechanism under this agreement, the measures adopted by a Party pursuant to paragraph 1 of this Article or decision on the basis of national security laws or public order, at any time, prohibit or restrict the performance of an investment in its territory by an investor of the other Part.

Article 13. Corporate Social Responsibility

Each Party will seek companies operating in their territory or who are subjected to its jurisdiction incorporate the following voluntary principles and standards for responsible business conduct:

(A) contribute to the economic, social and environmental progress with a view to achieve sustainable development;

(B) respect internationally recognized human rights of those involved in business activities;

(C) Encourage the creation of local capacity, through close collaboration with the local community;

(D) encourage the formation of human capital, in particular by creating employment opportunities and providing training to employees;

(E) Refrain from seeking or accepting exemptions not contemplated in the legal or regulatory framework related to human rights, the environment, health, safety, labor, the tax system, financial incentives or other issues;

(F) To support and defend the principles of good corporate governance and to develop and implement good corporate governance practices;

(G) Develop and implement self-regulatory practices and effective management systems that foster a relationship of mutual trust between enterprises and the societies in which they exercise their activity;

(H) to promote knowledge and compliance by employees, company policies through its appropriate dissemination, including through training programs;

(I) Refrain from discriminatory or disciplinary action against employees who draw up, in good faith, reports to management or, where appropriate, the competent public authorities, on practices contrary to law or company policies;

(J) To promote, as far as possible, their business partners, including service providers and contractors, to apply principles of corporate conduct consistent with the principles set out in this Article; and

(K) Abstain from any improper involvement in local political activities.

Article 14. Measures on Investments and Combating Corruption and Lawlessness

1. Each Party shall ensure that the adoption of measures and efforts to prevent and fight corruption, money laundering and terrorist financing in relation to the matters covered by this Agreement in accordance with its laws and regulations.

2. Nothing in this Agreement shall be binding to any of the Parties to protect investments made with capital or assets of illicit origin or investments whose establishment or operation are verified acts of corruption.

Article 15. Provisions on Investment and Environment, Labor Affairs, Health and

1. Nothing in this Agreement shall be construed as preventing a Party from adopting, maintaining or enforcing any measure it deems appropriate to ensure that investment activity in its territory are made taking into account the labor laws, environmental, health or national security of that Party, provided that such measure does not apply in a manner that constitutes a means of arbitrary discrimination or a disguised restriction or unjustifiable.

2. The Parties recognize that it is inappropriate to encourage investment by lowering the standards of its labor and environmental laws or their health measures and national security. To this end, each Party shall ensure that not modify or derogate from, or offer modification or waiver of such legislation to encourage the establishment, maintenance or expansion of an investment in its territory, to the extent that such modification or exemption implies a reduction of its standards labor or environmental. If a Party considers that the other Party has offered such encouragement, you may request consultations with the other Party. The Parties shall treat the matter through consultations and exchange of information.

Section III. Corporate Governance and Conflict Prevention

Article 16. Joint Committee for the Administration of the Agreement

1. For purposes of this Agreement, the Parties shall establish a Joint Committee for the management of this Agreement (the "Joint Committee").

2. The Joint Committee shall be composed of representatives of the Governments of both Parties, appointed by their respective governments, by notice to the other Party as soon as possible after the entry into force of the Agreement.

3. The Joint Committee shall meet at such times, in places and by such means as the Parties agree. Meetings will be held at least once a year, alternating presidencies of the Parties at each meeting.

4. The Joint Committee shall have the following duties and responsibilities:

(A) oversee the implementation and execution of this Agreement;

(B) Discuss and share investment opportunities in their territories;

(C) Coordinate the implementation of the Agenda for Cooperation and Investment Facilitation;

(D) Invite the private sector and civil society, where applicable, to submit their views on the specific issues related to the work of the Joint Committee;

(E) resolve amicably any questions or disputes on investments;

(F) Develop, if appropriate, complementary rules solution arbitration disputes between States, laid down in Article 23, and

(G) To analyze a case when one of the parties, without identifying them grounds of public utility or social interest, adopt a measure economic impact of severe form an investment of an investor of the other Party.

5. The Parties may establish working groups ad hoc, which will meet jointly or separately from the Joint Committee.

6. The private sector could be invited to join the ad hoc working groups, when so authorized by the Joint Committee.