8. Arbitrators and their staff and assistants shall be independent of, and not be affiliated with or take instructions from the claimant or the respondent or the government of a Contracting Party with regard to investment matters. Arbitrators shall not take instructions from any organization, government or disputing parties with regard to matters related to the dispute. They shall not participate in the consideration of any disputes that would create a direct or indirect conflict of interest.

9. Where a disputing party considers that an arbitrator does not comply with the requirements of paragraph 8 of this Article, that disputing party shall send a notice of challenge to the appointing authority, and inform the other disputing party, within fifteen (15) days from the time it became aware of the circumstances underlying the arbitrator's such non-compliance. The notice of challenge shall state the grounds for the challenge. After receiving such a notice, the appointing authority shall, after hearing the disputing parties and after providing the arbitrator subject to the notice of challenge an opportunity to submit any observations, issue a decision within forty five (45) days of receipt of the notice of challenge and notify the disputing parties and the other arbitrators. If the appointing authority decides that an arbitrator has not complied with the requirements of Paragraph 8 of this Article, such arbitrator shall resign from the tribunal and a new arbitrator shall be appointed by the disputing party that had appointed the resigning arbitrator. If the new arbitrator has not been appointed within thirty (30) days of the date of the appointing authority's decision, the appointing authority, on the request of either disputing party, shall appoint, in his or her discretion, the new arbitrator. The arbitration proceedings shall be suspended for the period taken to carry out the procedure provided for in this paragraph.

10. The Chairman of ICSID Administrative Council shall serve as the appointing, authority for arbitration under Paragraph 4 (b) of this Article. The Secretary-General of the Permanent Court of Arbitration at The Hague shall serve as the appointing authority for arbitration under Paragraph 4 (c) or (d) of this Article.

11. The applicable arbitration rules such as ICSID Arbitration Rules or UNCITRAL Arbitration Rules shall govern the arbitration to the extent modified by this Article or in accordance to this Agreement.

12. In deciding whether an investment dispute is within the jurisdiction of ICSID and competence of the tribunal, the arbitral tribunal established under paragraph 4 (b) shall comply with the notifications submitted by the Contracting Parties to [CSID in accordance with Article 25 (4) of ICSID Convention, concerning classes of disputes considered suitable or unsuitable for submission to the jurisdiction of ICSID, including notification submitted by the Republic of Turkey on March 3, 1989.

13. The arbitral tribunal shall take its decisions in accordance with the provisions of this Agreement and principles and rules of international law applicable to the Contracting Parties. The Contracting Parties confirm their mutual understanding that where the law of the host Contracting Party is relevant to a claim, an arbitral tribunal established under this Article shall take into account that law as a matter of fact and in doing so, it shall follow the prevailing interpretation of that provision of law made by the courts or authorities of that Contracting Party and any meaning given to the relevant domestic law by the tribunal shall not be binding upon the courts or authorities of that Contracting Party.

14. A joint interpretation of the Contracting Parties, exchanged through diplomatic channels, interpreting a provision of this Agreement shall be binding on a tribunal, and any decision or award issued by a tribunal must be consistent with that interpretation.

15. The UNCITRAL rules on transparency in treaty-based investor-State arbitration shall apply to international arbitration proceedings initiated against the Republic of Lithuania under this Agreement. Nothing in this Agreement or the applicable arbitration rules shall prevent the exchange of information related to a dispute between the European Union and the Republic of Lithuania.

16, The awards of arbitration shall be final and binding on the parties to the dispute. Each Contracting Party shall recognize and enforce the award in accordance with its laws and regulations.

Article 13. Denial of Benefits

Il. The benefits of this Agreement shall be denied to an investor of the home Contracting Party that is a company of the home Contracting Party and to investments of that investor if natural persons or companies of a non-Contracting Party own or control such investor or any part of it and the host Contracting Party:

(a) does not maintain diplomatic relations with the non-Contracting Party; or

(b) adopts or maintains measures with respect to the non-Contracting Party or a natural person or company of the non-Contracting Party that prohibit transactions with such natural person or company or that would be violated or circumvented if the benefits of this Agreement were accorded to such investor or to its investments.

2. The benefits of this Agreement shall be denied to an investor of the home Contracting Party that is a company of the home Contracting Party and to investments of that investor if natural persons or companies of the host Contracting Party own or control the company or any part of it.

3. For avoidance of any doubt, the benefits of this Agreement shall be denied if the preconditions set down in paragraph 1 and 2 of this Article are fulfilled at time when the dispute is notified pursuant to Article 12.

Article 14. Settlement of Disputes between the Contracting Parties

1. The Contracting Parties shall seek in good faith and a spirit of cooperation a rapid and equitable solution to any dispute between them concerning the interpretation or application of this Agreement. In this regard, the Contracting Parties agree to engage in direct and meaningful negotiations to arrive at such solutions. If the Contracting Parties cannot reach an agreement within six (6) months after the beginning of disputes between themselves through the foregoing procedure, the disputes may be submitted, upon the request of either Contracting Party, to an arbitral tribunal of three members.

2. Within two (2) months of receipt of a request, each Contracting Party shall appoint an arbitrator. The two arbitrators shall select a third arbitrator as Chairman, who is a national of a third State. In the event either Contracting Party fails to appoint an arbitrator within the specified time, the other Contracting Party may request the President of the International Court of Justice to make the appointment.

3. If both arbitrators cannot reach an agreement about the choice of the Chairman within two (2) months after their appointment, the Chairman shall be appointed upon the request of either Contracting Party by the President of the International Court of Justice.

4. If, in the cases specified under paragraphs 2 and 3 of this Article, the President of the International Court of Justice is prevented from carrying out the said function or if he is a national of either Contracting Party, the appointment shall be made by the Vice-President, and if the Vice-President is prevented from carrying out the said function or if he is a national of either Contracting Party, the appointment shall be made by the most senior member of the Court who is not a national of either Contracting Party.

5. The tribunal shall have three (3) months from the date of the selection of the Chairman to agree upon rules of procedure consistent with the other provisions of this Agreement. In the absence of such agreement, the tribunal shall request the President of the International Court of Justice to designate rules of procedure, taking into account generally recognized rules of international arbitral procedure.

6. Unless agreed otherwise, all submissions shall be made and all hearings shall be completed within eight (8) months of the date of selection of the Chairman, and the tribunal shall render its decision within two (2) months after the date of the final submissions or the date of the closing of the hearings, whichever is later. The arbitral tribunal shall reach its decisions, which shall be final and binding, by a majority of votes.

7. Paragraphs 13 and 14 of Article 12 shall be applicable to the arbitration established under this Article.

8. Each Contracting Party shall bear the costs of its own member of the arbitral tribunal and of its representation in the arbitration proceedings; the costs of the Chairman and remaining costs shall be borne in equal parts by the Contracting Parties. The arbitral tribunal may, however, decide that a higher proportion of costs shall be borne by one of the two Contracting Parties and such award shall be binding on both Contracting Parties.

9. A dispute shall not be submitted to an international arbitral tribunal under the provisions of this Article, if a dispute on the same matter has been brought before another international arbitral tribunal under the provisions of Article 12 and is still before the tribunal. This will not impair the engagement in direct and meaningful negotiations between both Contracting Parties.

Article 15. Service of Documents

Notices and other documents in disputes under Articles 12 and 14 shall be submitted to the Government of the Republic of Lithuania by delivery to:

Chancery of the Government of the Republic of Lithuania Gedimino av. 11, 01103 Vilnius

Lithuania

Notices and other documents in disputes under Articles 12 and 14 shall be submitted to the Government of the Republic of Turkey by delivery to:

General Directorate of Law and Legislation of Presidency Presidential Palace 06560 Bestepe - Ankara

Turkey

The Contracting Parties shall promptly inform each other through diplomatic channels in case of any changes of their notification address. These changes shall be made publicly available in both Contracting Parties.

Article 16. Publication and Exchange of Information

1. Each Contracting Party shall publish, or otherwise make publicly available, its laws and regulations of general application as well as international agreements which may affect the investments of investors of the other Contracting Party in the territory of the former Contracting Party.

2. Upon request by either Contracting Party, information shall be exchanged on the laws and regulations, decisions, administrative practices or procedures or policies applicable in the territory of the other Contracting Party regarding the investments covered by this Agreement.

3. Nothing in this Article shall require the Contracting Party to furnish or allow access to any confidential or proprietary information, including information concerning particular investors or investments, the disclosure of which would impede law enforcement or be contrary to domestic laws protecting confidentiality, or would prejudice legitimate commercial interests of particular investors.

4. The provisions of Article 12 (Settlement of Disputes between a Contracting Party and an Investor of the Other Contracting Party) of this Agreement does not apply to this

Article 17. Environmental and Labor Rights and other Standards

1. The Contracting Parties recognize that it is inappropriate to encourage investment by relaxing labor, public health, safety or environmental measures. They shall not waive or otherwise derogate from, or offer to waive or otherwise derogate from, such measures as an encouragement for the establishment, acquisition, expansion or retention in their territories of an investment.

2. Recognizing the right of each Contracting Party to establish its own level of environmental protection and its own sustainable development policies and priorities, and to adopt or modify its environmental laws and regulations, each Contracting Party shall ensure that its laws and regulations provide for appropriate levels of environmental protection and shall strive to continue to improve those laws and regulations.

3. Investors and investments should apply national, and internationally accepted, standards of corporate governance for the sector involved, in particular for transparency and accounting practices. Investors and their investments should strive to make the maximum feasible contributions to the sustainable development of the Host State and local community through appropriate levels of socially responsible practices.

Article 18. Consultations

Upon request by either Contracting Party, the other Contracting Party shall agree to hold consultations on the interpretation or application of this Agreement.

Article 19. Entry Into Force, Duration, Amendments and Termination

1. This Agreement shall enter into force on the 30th day after the receipt of the last notification by the Contracting Parties, in writing and through diplomatic channels, of the completion of the respective internal legal procedures necessary to that effect.

2. This Agreement replaces the Agreement between the Republic of Lithuania and the Republic of Turkey Concerning the Reciprocal Promotion and Protection of Investments, signed on July 11, 1994 (the previous Agreement), which shall be terminated on the date of entry into force of this Agreement.

3. This Agreement shall remain in force for a period of fifteen (15) years and shall continue to be in force thereafter unless terminated in accordance with paragraph 6 of this Article

4. This Agreement may be amended by mutual written consent of the Contracting Parties at any time. The amendments shall enter into force in accordance with the same legal procedure prescribed under the first paragraph of the present Article.

5. Upon the entry into force between the Contracting Parties of an international agreement providing for a multilateral investment tribunal and/or a multilateral appellate mechanism applicable to disputes under this Agreement, the relevant parts of this Agreement shall cease to apply.

6. Either Contracting Party may, by giving one (1) year's prior written notice to the other Contracting Party, terminate this Agreement at the end of the initial fifteen (15) year period or at any time thereafter.

7. With respect to investments made or acquired prior to the date of termination of this Agreement, the provisions of this Agreement shall remain effective for a further period of ten (10) years from such date of termination.

Conclusion

IN WITNESS WHEREOF, the undersigned representatives, duly authorized thereto by their respective Governments, have signed this Agreement.

DONE in duplicate at Vilnius on 28 August 2018 in the Lithuanian, Turkish, and

English languages, all texts being equally authentic.

In case of any divergence of interpretation, the English text shall prevail.

For the Government of the Republic of Lithuania

Linas LINKEVICIUS

Minister of Foreign Affairs

For the Government of the Republic of Turkey

Mevliitt CAVUSOGLU

Minister of Foreign Affairs