8. INDEMNIFICATION
A disputing party shall not:
(a) as a defence, counter claim or right of setoff, or
(b) in any other manner assert that indemnification or other compensation for all or part of the
alleged damages has been received or will be received by the claimant, pursuant to a
contract of indemnity, guarantee or insurance.
9. THIRD PARTY RIGHTS
The arbitral tribunal (on the request of a Contracting Party, which is not a party to the dispute) give
to that party (after hearing the parties on such request) an opportunity to present its views on the
legal issues in dispute.
10. APPLICABLE LAW
An arbitral tribunal established under this Article shall decide the issue in dispute in accordance
with this Agreement, interpreted and applied in accordance with:
(i) the law agreed upon by the parties; or
(ii) absent such agreement, the law of the Contracting Party (including its rules on the conflict
of laws) and such rules of law as may be applicable.
11. INTERIM MEASURES OF RELIEF
(a) An arbitral tribunal established under this Article may (order or) recommend an interim
measure of protection to preserve the rights of disputing party or to ensure that the
Tribunal's Jurisdiction is made fully effective, including an order to preserve evidence in the
possession of control of a disputing Party. A Tribunal may recommend the non-application
of the measure alleged to constitute the breach of obligation subject to the dispute.
(b) The seeking, by a party to a dispute submitted to arbitration under this Article, of interim
relief not involving the payment of damages, from judicial or administrative tribunals, for
the preservation of its rights and interest pending resolution of the dispute, is not deemed a
submission of the dispute for resolution for the purposes of a Contracting Party's limitation
of consent under paragraph 3 (b) and is permissible in arbitration under any of the
provisions of paragraph 2 (c).
12. FINAL AWARDS AND RELIEF TO BE GRANTED BY THE AWARD
(a) An arbitration award may provide the following forms of relief:
(i) a declaration of the legal rights and obligations of the parties;
(ii) compensatory monetary damages, which shall include interest from the time-(of the
award) (the loss or damage was incurred) until time of payment;
(iii) restitution in kind in appropriate cases, provided that the party against whom it is
awarded may pay monetary damages in lieu thereof where restitution is not
practicable; and
(iv) with the agreement of the parties to the dispute, any other form of relief.
(b) An arbitration award shall be final and binding between the parties to the dispute and shall
be carried out without delay by the Party against whom it is issued, subject to its post-award
rights.
(c) The award shall be drafted consistently with the requirements of paragraph 14 and shall be a
publicly available document. A copy of the award shall be delivered to the Parties Group by
the Secretary General of ICSID, for an award under the ICSID Convention or the Rules of
the ICSID Additional Facility; and by the tribunal for an award under the UNCITRAL
Rules.
13.A. MODIFICATION OF RULES
Parties to the dispute have the freedom to agree on modifications of the rules of procedure
contained in this Article, paragraphs 9, 10, and 12.
13.B PRELIMINARY OBJECTIONS
(i) Any objection by a disputing Party to the jurisdiction of the Tribunal or to the admissibility
of the application, or other objection the decision upon which is requested before any further
proceedings on the merits, shall be made in writing within 15 days after the appointment of
the Tribunal.
(ii) Upon receipt by the Tribunal of a preliminary objection, the proceedings on the merits shall
be suspended.
(iii) After hearing the Parties, the Tribunal shall give its decision, by which it shall either uphold
the objection or reject it. The decision should ordinarily be given within 60 days after the
date on which the objection was made.
14. CONFIDENTIAL AND PROPRIETARY INFORMATION
Parties and other participants in proceedings shall protect any confidential or proprietary
information which may be revealed in the course of the proceedings and which is designated as
such by the party providing the information. They shall not reveal such information without written
authorisation from the Party which provided it (except where such revelation is compelled by the
applicable law)
15. PLACE OF ARBITRATION AND ENFORCEABILITY OF AWARDS
(a) Any arbitration under this Article shall be held in a State that is party to the New York
Convention;
(b) Claims submitted to arbitration under this Article shall be considered to arise out of a
commercial relationship or transaction for the purposes of Article 1 of the New York
Convention;
(c) Each Contracting Party shall recognise an award rendered pursuant to this Agreement as
binding and shall enforce the pecuniary obligations imposed by that award, as if it were a
final judgement of its courts.
(d) Paragraph 15(a) shall be subject to the right conferred on the Contracting State by paragraph
2, proviso.
16. TRIBUNAL MEMBER FEES
Fees and expenses payable to a member of an arbitral tribunal established under these Articles will
be subject to schedules established by the Parties Group and in force at the time of the constitution
of the tribunal.
17. COLLECTION OF STATES
For the purposes of paragraph 1 (b) of this Article, the expression "Contracting State" shall include
more than one Contracting State so as to entitle any Contracting State to claim damages in
accordance with that paragraph.
18. CO-OPERATION
It shall be the duty of every Contracting Party, even if it is not a party to the dispute, to render all
possible assistance, so as to make implementation of the provisions of this Article effective to the
maximum extent possible.
19. CLASS ACTIONS
Nothing in this Article shall be construed as excluding, restricting or modifying the right of any
group of persons in a Contracting State to bring appropriate proceedings (including a class action)
for any conduct for which such proceedings are available under the applicable law.
20. EFFECT OF NON-COMPLIANCE
Without prejudice to the provisions of paragraph 13 above, non-compliance by a party with an
award shall be deemed to constitute an independent breach of this agreement.
Article 13. EXCEPTIONS
GENERAL EXCEPTIONS
1. This Article shall not apply to Articles-(on expropriation and compensation and protection
from strife).
2. Nothing in this Agreement shall be construed:
(a) to prevent any Contracting Party from taking any action [which it considers]
necessary for the protection of its essential security interests [including those]:
(i) taken in time of war, [or] armed conflict, [or other emergency in international
relations];
(ii) relating to the implementation of national policies or international
agreements respecting the non-proliferation [inter alia] of nuclear weapons
or other nuclear explosive devices;
(iii) relating to the production of arms and ammunition.
(b) to require any Contracting Party to furnish or allow access to any information the
disclosure of which [it considers] [would be] contrary to its essential security
interests or to the maintenance of public order.
(c) to prevent any Contracting Party from taking any action in pursuance of its
obligations under the United Nations Charter for the maintenance of international
peace and security.
3. Nothing in this Agreement shall be construed to prevent any Contracting Party from taking
any action necessary for the maintenance of public order.
4. Paragraphs 2 and 3 may not be invoked by a Contracting Party as a means to evade its
obligations under this Agreement.
5. Actions taken pursuant to this Article shall be notified to the Parties Group in accordance
with Article of this Agreement.
6. If a Contracting Party (the "requesting Party") has reason to believe that actions taken by
another Contracting Party (the "other Party" are not in conformity with [Article] [paragraphs
-], it may request consultations with that other Party. That other arty shall promptly enter
into consultations with the requesting Party and shall provide information to the requesting
Party regarding the actions taken and the reasons therefor.
Article 14. RELATIONSHIP TO OTHER AGREEMENTS: NON-DEROGATION
If the provisions of the Constitution or laws of a Contracting Party or the obligations of a
Contracting Party under an international agreement or customary international law, entitle the
investors of other Contracting Parties or their investments to a treatment more favourable than that
provided for by the present agreement, then nothing in this agreement shall be construed to derogate
from such entitlement to the extent that it is more favourable than the present agreement.
Article 15. IMPLEMENTATION AND OPERATION
THE PREPARATORY GROUP
1. There shall be a Preparatory Group comprised of the Signatories to Agreement.
2. The Preparatory Group shall:
(a) prepare for entry into force of the Agreement and the establishment of the Parties
Group;
(b) conduct discussions with non-signatory to the final Act;
(c) conduct negotiations with interested non-signatories to the Final Act and make
decisions on their eligibility to become a Contracting Party; and
(d) ......
3. The Preparatory Group shall elect a Chairperson, who shall serve in a personal capacity.
Meetings shall be held at intervals to be determined by the Preparatory Group. The
Preparatory Group shall establish its rules and procedures.
4. Subject to paragraph 5, the Preparatory Group shall make decisions by consensus. Such
decisions may include to adopt a different voting rule for a particular question or category of
questions. A signatory may abstain and express a differing view without barring consensus.
5. However, where a decision cannot be reached by consensus, the decision shall be made by a
majority comprising two-thirds of the Signatories.
THE PARTIES GROUP
1. There shall be Parties Group comprised of the Contracting Parties.