d. the International Centre for Settlement of Investment Disputes (ICSID), for the implementation of an arbitration procedure, under the Washington Convention of 18 March, 1965, on the Settlement of Investment Disputes between State and National of other State, if this had entered into force for both of the Contracting Parties to the dispute, or, alternatively, in accordance with the ICSID Additional Facility Rules, if the Washington Convention has entered into force only for one the Contracting Parties. 

3. In case of arbitration proceeding sub (b), (c) or (d) above, an investor may only submit a claim if the investor itself or any entity directly or indirectly controlled by it, or by which it is in turn directly or indirectly controlled, withdraws or discontinues any existing proceeding before a tribunal or court under domestic or international law with respect to a measure alleged to constitute a breach of this Agreement, as well as it waives its right to initiate any claim or proceeding of the same kind with respect to a measure alleged to constitute such a breach. The investor shall apply this provision in good faith and avoid double proceedings for the same kind of substantial claims. 

4. In the event that the Investor, the investment or the State have already been satisfied under domestic law on a claim substantially reproducing that to be addressed under this article, the disputing Party is forbidden from proposing an arbitration. 

5. In case of arbitration proceeding sub (b), (c) or (d) above, all arbitrators appointed by the disputing parties shall be independent, serve in their individual capacities and not be affiliated with the government of either of the Contracting Parties. All arbitrators shall have specialized knowledge of or experience in public international law and international investment law, or in the settlement of disputes under international investment agreements. The arbitrators shall comply with arbitrators’ codes of conduct adopted by the Parties in Annex I (Code of conduct). 

6. Where a disputing party considers that an arbitrator does not comply with the requirements of the Code of Conduct of Annex I, that disputing party shall send a notice of challenge to the appointing authority as established by the relevant rules of procedure, and inform the other disputing party, within 15 days from the time it became aware of the circumstances underlying the arbitrator’s non-compliance with the Code of Conduct. 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 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 the Code of Conduct, such arbitrator shall resign from the tribunal and a new arbitrator shall be appointed by the Parties, following the same procedure followed for the selection of the replaced arbitrator. If the new arbitrator has not been appointed within 30 days of the date of the appointing authority's decision, the appointing authority, on the request of either disputing party, shall appoint, according to the relevant rules of procedures or, in their absence, in its discretion, the new arbitrator. 

The arbitration proceedings shall be suspended for the period taken to carry out the procedure provided for in this paragraph. 

7. The respondent shall have the right to file a request for summary dismissal containing an objection that a claim is manifestly without legal merit. If the selected procedures under paragraph 2 of this Article does not include a procedure for such request, the respondent shall submit one within 30 days from the opening of the proceedings and in any event within the time for submission of the first memorial. 

8. The UNCITRAL Rules on Transparency in treaty-based Investor-State Arbitration (the “UNCITRAL Transparency Rules”) shall apply to disputes under this Agreement. 

9. Both Contracting Parties shall refrain from negotiating through diplomatic channels on any matters relating to an arbitration procedure or judicial procedure at the stage of the arbitration proceedings until these procedures have been concluded. The Arbitration Tribunal’s decision shall be final and binding upon disputants. 

10. When rendering its decision, the Tribunal shall apply this Agreement as interpreted in accordance with the Vienna Convention on the Law of Treaties, and other rules and principles of international law applicable between the Parties. Where the Tribunal is required to ascertain the meaning and effects of the provisions of domestic law as a matter of fact, it shall follow the prevailing interpretation made by the courts or authorities of that Party. 

11. 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, and irrespective of Article 18, the relevant parts of this Agreement shall cease to apply. 

Article 15. Relations between Governments

The provisions of this Agreement shall be applied irrespective of whether or not the Contracting Parties have diplomatic or consular relations. 

Article 16. Application of other Provisions

1. The provisions of this Agreement will be implemented in conformity with international obligations and, as regards the Italian Republic, the obligations arising from its membership to the European Union. 

2. No provision of this Agreement shall be construed as to prevent a Contracting Party from fulfilling its obligations as a member of an economic integration agreement such as a free trade area, customs union, common market, economic community, monetary union. In conformity with paragraph 1 of this Article, as far as the Italian Republic is concerned, the provisions of this Agreement shall be applied without prejudice to measures adopted by the European Union. 

3. With no prejudice to paragraph 2 of this Agreement as for the participation of the Italian Republic into the European Union, if a matter is governed both by this Agreement and another international Agreement to which both Contracting Parties are signatories, and by general international law provisions, the most favourable provision shall be applied to the Contracting Parties and to their investors. Whenever the treatment accorded by one Contracting Party to the investors of the other Contracting Party, according to its laws and regulations or other provisions or specific contract or investment authorization or agreements, is more favourable than that provided under this Agreement, the most favourable treatment shall apply. 

Article 17. Amendments to the Agreement

1. By mutual consent, the Contracting Parties may amend this Agreement, or may jointly issue an interpretative note of any provision thereof. Any such amendments and additions will be executed by a separate protocol, which is an integral part of this Agreement, and will enter into force as provided by Article 19 of this Agreement. 

Article 18. Denial of Benefits

Each contracting Party reserves the right to deny to an enterprise of the other Contracting party the benefits of this Agreement if nationals of a third Country own or control the enterprise and: 

1. The denying Contracting Party does not maintain normal economic relations and adopts or maintains measures with respect to the third country that are related to the maintenance of international peace and security; or 

2. The denying Contracting Party reacts proportionately in light of the serious deterioration of the political situation in the other country with respect to the rule of law, democracy and human rights. 

Article 19. Entry Into Force, Duration and Expiry

1. This Agreement, its amendments and additions shall enter into force on the date of receiving the last written notification confirming the implementation by the Contracting Parties of all internal procedures necessary for its entry into force. 

2. This Agreement will remain in force for the period of ten years. Thereafter, it will be automatically extended for further periods of five years, unless one of the Contracting Parties notifies in writing to the other Contracting Party within a minimum of six months prior to the expiration of the current period of validity, its intention to terminate it. 

3. In case of investments made prior to the expiry date of this Agreement, the provisions of this Agreement shall remain active for a further period of five (5) years from the date of the termination of this Agreement. 

In witness thereof the undersigned Representatives, duly authorized by their respective Governments, have signed the present Agreement. 

Conclusion

DONE at____________________ in “____” _______________ in two originals each in Italian, _________ and English languages, all texts being equally authentic. In case of any divergence on interpretation, the English text shall prevail. 

For the Government of _____________________

For the Government of the Italian Republic 

Attachments

ANNEX I. CODE OF CONDUCT FOR ARBITRATORS

Definitions 

1. In this Code of Conduct: 

"arbitrator" means a member of a tribunal established pursuant to Article 14, 2 lett. B), C) and D) (Settlement of Disputes between Investors and Contracting Parties) of this agreement; 

"candidate" means an individual who is under consideration for selection as an arbitrator; 

"assistant" means a person who, under the terms of appointment of an arbitrator, conducts research or provides assistance to the arbitrator; 

"staff", in respect of an arbitrator, means persons under the direction and control of the arbitrator, other than assistants. 

Responsibilities to the process 

2. Throughout the proceedings, every candidate and arbitrator shall avoid impropriety and the appearance of impropriety, shall be independent and impartial, shall avoid direct and indirect conflicts of interests and shall observe high standards of conduct so that the integrity and impartiality of the dispute settlement mechanism is preserved. Arbitrators shall not take instructions from any organisation or government with regard to matters before a tribunal. Former arbitrators must comply with the obligations established in paragraphs 15, 16, 17 and 18 of this Code of Conduct. 

Disclosure obligations 

3. Prior to confirmation of his or her selection as an arbitrator under Article 14, 2 lett. B), C and D) (Settlement of Disputes between Investors and Contracting Parties) of this agreement, a candidate shall disclose any past or present interest, relationship or matter that is likely to affect his or her independence or impartiality or that might reasonably create an appearance of impropriety or bias in the proceeding. To this end, a candidate shall make all reasonable efforts to become aware of any such interests, relationships and matters. 

4. A candidate or arbitrator shall communicate matters concerning actual or potential violations of this Code of Conduct to the disputing parties and the non-disputing Party only. 

5. Once selected, an arbitrator shall continue to make all reasonable efforts to become aware of any interests, relationships or matters referred to in paragraph 3 of this Code of Conduct and shall disclose them. The disclosure obligation is a continuing duty, which requires an arbitrator to disclose any such interests, relationships or matters that may arise during any stage of the proceeding at the earliest time the arbitrator becomes aware of it. The arbitrator shall disclose such interests, relationships or matters by informing the disputing parties and the non-disputing Party, in writing, for their consideration. 

Duties of arbitrators 

6. Upon selection, an arbitrator shall perform his or her duties thoroughly and expeditiously throughout the course of the proceeding and with fairness and diligence. 

7. An arbitrator shall consider only those issues raised in the proceeding and necessary for a ruling and shall not delegate this duty to any other person. 

8. An arbitrator shall take all appropriate steps to ensure that his or her assistants and staff are aware of, and comply with paragraphs 2, 3, 4, 5, 16, 17 and 18 of this Code of Conduct. 

9. An arbitrator shall not engage in ex parte contacts concerning the proceeding. 

Independence and impartiality of arbitrators 

10. An arbitrator must be independent and impartial and avoid creating an appearance of bias or impropriety and shall not be influenced by self-interest, outside pressure, political considerations, public clamour, loyalty to a disputing party or a non-disputing Party or fear of criticism. 

11. An arbitrator shall not, directly or indirectly, incur any obligation or accept any benefit that would in any way interfere or appear to interfere, with the proper performance of his or her duties. 

12. An arbitrator may not use his or her position on the tribunal to advance any personal or private interests and shall avoid actions that may create the impression that others are in a special position to influence him or her. 

13. An arbitrator may not allow financial, business, professional, family or social relationships or responsibilities to influence his or her conduct or judgment. 

14. An arbitrator must avoid entering into any relationship or acquiring any financial interest that is likely to affect him or her impartiality or that might reasonably create an appearance of impropriety or bias. 

Obligations of former arbitrators 

15. All former arbitrators must avoid actions that may create the appearance that they were biased in carrying out their duties or derived any advantage from the decision or ruling of the tribunal. 

Confidentiality 

16. No arbitrator or former arbitrator shall at any time disclose or use any non-public information concerning a proceeding or acquired during a proceeding, except for the purposes of that proceeding, and shall not, in particular, disclose or use any such information to a personal advantage or an advantage for others or to affect the interest of others. 

17. An arbitrator shall not disclose an arbitration ruling or parts thereof prior to its publication. 

18. An arbitrator or former arbitrator shall not at any time disclose the deliberations of a tribunal, or any arbitrator’s view regarding the deliberations. 

Expenses 

19. Each arbitrator shall keep a record and render a final account of the time devoted to the procedure and of the expenses incurred.