i. if a Party authorises use of an intellectual property right in accordance with Article 31 or Article 31bis of the TRIPS Agreement, (7) or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or

ii. if the requirement is imposed or enforced by a court, administrative tribunal, or competition authority to remedy a practice determined after judicial or administrative process to be anti-competitive under the Party?s competition laws and regulations. (8)

(b) Paragraphs 1(a) to (c), 2(a) and (b) shall not apply to qualification requirements for goods with respect to export promotion and foreign aid programmes.

(c) Paragraph 2(a) and (b) shall not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas.

5. For greater certainty, paragraphs 1 and 2 shall not apply to any requirement other than those set out in those paragraphs.

6. For greater certainty, this Article does not preclude the enforcement of any commitment, undertaking, or requirement between private parties, if a Party did not impose or require the commitment, undertaking, or requirement.

Article 10. Denial of Benefits

1. A Party may deny the benefits of this Agreement to an investor of the other Party and to investments of such investor if the investor is owned or controlled by legal entities or natural persons of a third party:

(a) with whom the denying Party does not maintain diplomatic relations; or

(b) with respect to whom the denying Party adopts or maintains prohibitive measures or measures that would be violated or circumvented if the benefits of this Agreement were accorded to the investor or its investments.

2. Notwithstanding any other provision of this Agreement, the benefits of this Agreement shall not be available to an investor of a Party and investments of such an investor if:

(a) the investor is owned or controlled by legal entities or natural persons of the Party in whose territory the investment has been made; or

(b) the investor has acquired the nationality of a Party for the purpose of obtaining benefits under this Agreement that would not otherwise be available to the investor.

Article 11. Special Formalities and Information Requirements

1. Nothing in Article 3 shall be construed to prevent a Party from adopting or maintaining a measure that prescribes special formalities in connection with covered investments, such as a requirement that covered investments be legally constituted or registered under the requirements of its legislation, provided that such formalities do not materially impair the protections afforded by the Party to investors of the other Party and to covered investments pursuant to this Agreement and are not used as means of avoiding the Party's commitments or obligations under this Agreement.

2. Notwithstanding Article 3 and Article 4, a Party may require, in accordance with its laws and regulations, an investor of the other Party or its covered investment to provide information concerning that investment solely for informational or statistical purposes. The Party shall protect such information that is confidential from any disclosure that would prejudice the competitive position of the investor or its covered investment. Nothing in this paragraph shall be construed to prevent a Party from otherwise obtaining or disclosing information in connection with the equitable, non discriminatory and good faith application of its laws and regulations.

Article 12. Non-Conforming Measures

1. Article 3, Article 4, Article 9, and Article 15 shall not apply to:

(a) any existing non-conforming measures that are maintained by a Party;

(b) the continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or

(c) an amendment to any non-conforming measure referred to in subparagraph (a), to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Article 3, Article 4, Article 9, or Article 15.

2. Article 3, Article 4, Article 9, and Article 15 shall not apply to any measure that a Party adopts or maintains with respect to sectors, subsectors or activities as set out by that Party in its Schedule to Annex D, where applicable.

3. For greater certainty, the Parties confirm their understanding that any requirement for nationality or residency of senior management or board of directors shall not be regarded as inconsistent with Article 3 and Article 4.

4. Article 3 shall not apply to any measure that falls within an exception to, or derogation from, the obligations which are imposed by Article 3 of the TRIPS Agreement.

5. Article 4 shall not apply to any measure that falls within Article 5 of the TRIPS Agreement, or an exception to, or derogation from, the obligations which are imposed by Article 4 of the TRIPS Agreement.

Article 13. General Exceptions

1. Nothing in this Agreement shall be construed to prevent a Party from adopting, maintaining, or enforcing measures, including environmental measures, that are necessary to:

(a) protect human, animal, or plant life or health;

(b) protect public morals or maintain public order;

(c) the protection of national treasures of artistic, historical, or archaeological value;

(d) the conservation of living or non-living exhaustible natural resources provided that such measures are made effective in conjunction with restrictions on domestic production or consumption; or

(e) secure compliance with laws or regulations which are not inconsistent with the provisions of this Agreement including those relating to:

(i) the prevention of deceptive and fraudulent practices or to deal with the effects of a default on contracts;

(ii) the protection of the privacy of individuals in relation to the processing and dissemination of personal data and the protection of confidentiality of individual records and accounts;

(iii) safety.

2. For the purposes of this Agreement, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between the Parties where like conditions prevail, or a disguised restriction on trade in goods or services and investment, nothing in this Agreement shall be construed to prevent the adoption or enforcement by a Party of measures necessary to protect national works or specific sites of historical or archaeological value, or to support creative arts (9) of national value.

3. Nothing in this Agreement shall prevent the Parties from adopting or maintaining measures for prudential reasons, including for:

(a) the protection of investors, depositors, policy holders, policy claimants, as well as financial market participants, or persons to whom a fiduciary duty is owed by a financial institution;

(b) the maintenance of the safety, soundness, integrity, or financial responsibility of financial institutions; and

(c) ensuring the integrity and stability of the Party's financial system.

Such measures shall be taken in good faith and shall not be used as means of avoiding a Party's commitments or obligations under this Agreement.

4. Nothing in this Agreement shall be construed:

(a) to require a Party to furnish or allow access to any information, the disclosure of which it determines to be contrary to its essential security interests; or

(b) to preclude a Party from applying measures that it considers necessary for the fulfilment of its obligations under the United Nations Charter with respect to the maintenance or restoration of international peace or security, or for the protection of its own essential security interests, or in order to carry out obligations it has accepted for the purposes of maintaining international security.

Article 14. Tiriti O Waitangi / Treaty of Waitangi

1. Provided that such measures are not used as a means of arbitrary or unjustified discrimination against persons of the other Party or as a disguised restriction on trade in goods, trade in services, and investment, nothing in this Agreement shall preclude the adoption by New Zealand of measures it deems necessary to accord more favourable treatment to Māori in respect of matters covered by this Agreement, including in fulfilment of its obligations under te Tiriti o Waitangi / the Treaty of Waitangi.

2. The Parties agree that the interpretation of te Tiriti o Waitangi / the Treaty of Waitangi, including as to the nature of the rights and obligations arising under it, shall not be subject to the dispute settlement provisions of this Agreement. Article 16 shall otherwise apply to this Article. A panel established under Article 16 may be requested by the other Party to determine only whether any measure (referred to in paragraph 1) is inconsistent with its rights under this Agreement.

Article 15. Senior Management and Board of Directors

1. Neither Party may require that an enterprise of that Party that is a covered investment appoint to a senior management position, or an executive, a person of any particular nationality.

2. A Party may require that a majority of the boards of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality or resident in the territory of the Party, provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.

Section C. SETTLEMENT OF DISPUTE BETWEEN THE PARTIES

Article 16. Dispute Settlement

1. Each Party shall afford adequate opportunity for consultation, through diplomatic channels, regarding any dispute with the other Party concerning the interpretation or application of this Agreement.

2. Any dispute between the Parties as to the interpretation or application of this Agreement, not satisfactorily resolved through consultation in accordance with paragraph 1 within a period of six months from notification of the dispute, shall upon request by either Party be referred for decision to an arbitration panel.

3. Unless otherwise provided for in this Article, or in the absence of an agreement between the Parties to the contrary, the UNCITRAL Arbitration Rules shall apply to the proceedings of the arbitration board. However, these rules may be modified by the Parties or modified by the arbitrators appointed pursuant to paragraph 4, provided that both Parties agree to the modification. The arbitration panel may, for its part, determine its own rules and procedures.

4. Within sixty days from the date of receipt by either Party from the other Party of a notification requesting arbitration of a dispute, each disputing Party shall appoint an arbitrator. The two arbitrators shall select a third arbitrator who, upon approval by both Parties, shall be appointed as the Chairperson, provided that the third arbitrator shall not be a national of either Party. The Chairperson shall be appointed within sixty days from the date of appointment of the other two arbitrators. No arbitrator may be a national of a State not having diplomatic relations with both Parties. The UNCITRAL Arbitration Rules applicable to appointing members of three-member panels shall apply mutatis mutandis to other matters relating to the appointment of the arbitrators of the arbitration panel provided that the appointing authority referenced in those rules shall be the Secretary-General of the Permanent Court of Arbitration. If the Secretary-General of the Permanent Court of Arbitration is a national of either Party, a national of a State not having diplomatic relations with both Parties, or otherwise prevented from discharging the said function, the Deputy Secretary-General of the Permanent Court of Arbitration shall be invited to make the appointment.

5. Unless otherwise agreed by the Parties, all submissions of documents shall be made, and all hearings shall be completed, within a period of 180 days from the date of appointment of the third arbitrator. The arbitration panel shall decide the dispute by a majority of votes in accordance with this Agreement and the rules of international law applicable to the subject matter within 60 days from the date of the final submissions of documents or the date of the closing of the hearings, whichever is the latter. Such a decision shall be final and binding.

6. Each Party shall bear the cost of the arbitrator of its choice and its representation in the arbitral proceedings. The cost of the Chairperson of the arbitration panel in discharging their duties and the remaining costs of the arbitration board shall be borne equally by the Parties.

7. Subject to the rights of the Parties provided for in this section to choose a national as an arbitrator, all arbitrators referred to under this Article may not be nationals of states not having diplomatic relations with both Parties.

Article 17. Choice of Forum

In the event of a dispute concerning the interpretation or application of a commitment that falls under this Agreement and any other agreement to which both Parties are party to, the complaining Party shall only have recourse to take a dispute under the dispute settlement provisions of one agreement.

Section E. GENERAL PROVISIONS

Article 18. Joint Committee on Investment

1. The Parties hereby establish a Joint Committee on Investments (hereinafter referred to as "the Committee"), composed of representatives of each Party and headed by the United Arab Emirates Ministry of Finance and the Ministry of Investment and for New Zealand the Ministry of Foreign Affairs and Trade.

2. Unless otherwise agreed by the Parties, the Committee shall meet every two years or on the request of either Party at any time as requested.

3. The functions of the Committee may include the following:

(a) a general review of this Agreement with a view to furthering its objectives;

(b) to discuss and review the implementation and operation of this Agreement;

(c) to review the non-conforming measures maintained, amended, or modified for the purpose of contributing to the reduction or elimination of such non-conforming measures;

(d) to exchange information on and to discuss investment-related matters within the scope of this Agreement that relate to the improvement of the investment environment;

(e) to review the possibility of further facilitation of investment between the Parties;

(f) evaluation of the results obtained from the application of this Agreement and consideration of any other issues or matters related to the implementation of this Agreement, including dispute prevention, solving problems and obstacles, and dispute resolution before its progression to arbitration; and

(g) to exchange information on both Parties' legislation, regulations and procedures regarding investment opportunities.

4. The Committee may, as necessary, make appropriate recommendations for the effective operation of this Agreement.

5. The Committee may, upon mutual agreement of the Parties, invite representatives of relevant non-government entities with the necessary expertise relevant to the function of the Committee and hold joint meetings with the private sector.

6. The Committee may establish sub-committees and delegate specific tasks to such sub-committees.

Article 19. Amendment

Subject to Article 18, upon the request of either Party, the Parties shall discuss and consult in good faith and may agree upon any amendments to this Agreement in writing. Any such amendments shall enter into force in accordance with the procedure necessary for the entry into force of this Agreement and shall constitute an integral part of this Agreement.

Article 20. Final Provisions

1. The Parties shall notify each other, in writing through diplomatic channels, of the completion of their respective internal procedures necessary for the entry into force of this Agreement. This Agreement shall enter into force on the date of the latter notification. This Agreement shall remain in force for a period of ten years after its entry into force and shall continue to be in force thereafter unless replaced by the mutual agreement of the Parties or terminated as provided for in paragraph 2.

2. A Party may terminate this Agreement at the end of the initial ten-year period or at any time thereafter by giving a one-year's advance written notice of termination to the other Party through diplomatic channels. Such termination shall become effective twelve months after the date of receipt of such notice of termination by the other Party.

3. In respect of investments made prior to the date of termination of this Agreement, the provisions of this Agreement shall continue to be effective for a period of 10 years from the date of termination of this Agreement.

4. The Annexes and Footnotes to this Agreement shall constitute an integral part of this Agreement.

Conclusion

Done at Abu Dhabi, this day of January 2025, in the Arabic and English languages, all texts being equally authentic. In case of divergence between these texts, the English text shall prevail.

For the Government of New Zealand

___________________________

Hon Todd McClay

Minister for Trade

For the Government of the United Arab Emirates

___________________________

H.E. Dr. Thani bin Ahmed Al Zeyoudi

Minister of State for Foreign Trade

Attachments

ANNEXES

ANNEX A. Expropriation

The Parties confirm their shared understanding that:

1. An action or a series of actions by a Party cannot constitute an expropriation unless it interferes with a tangible or intangible property right or property interest in an investment.

2. Expropriation may be direct or indirect:

(a) direct expropriation occurs when an investment is nationalized or otherwise directly expropriated through formal transfer of title or outright seizure; and

(b) indirect expropriation occurs if a measure or series of measures of a Party has an effect equivalent to direct expropriation in that it substantially deprives the investor of the fundamental attributes of property in its investment, including the right to use, enjoy and dispose of its investment, without formal transfer of title or outright seizure.

3. The determination of whether a measure or series of measures of a Party, in a specific fact situation, constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that takes into consideration, among other factors:

(a) the economic impact of the measure or series of measures, although the sole fact that a measure or series of measures of a Party has an adverse effect on the economic value of an investment does not establish that an indirect expropriation has occurred;

(b) the duration of the measure or series of measures of a Party;

(c) the extent to which the measure or series of measures interferes with distinct, reasonable investment-backed expectations (10); and

(d) the character of the measure or series of measures, notably their object, context, and intent.

4. For greater certainty, except in the rare circumstance when the impact of a measure or series of measures is so severe in light of its purpose that it appears manifestly excessive, non-discriminatory measures of a Party that are designed and applied to protect legitimate public welfare objectives, such as health, safety, and the environment, do not constitute indirect expropriations.

ANNEX B. Temporary Safeguard Measures

1. A Party may adopt or maintain restrictive measures with regard to cross-border capital transactions as well as payments or transfers for transactions related to investments:

(a) in the event of serious balance-of-payments and the external financial difficulties or threat thereof; or

(b) in exceptional cases where movements of the capital cause or threaten to cause serious difficulties for macroeconomic management, in particular monetary and exchange rate policies.

2. Restrictive measures referred to in paragraph 1 shall:

(a) be applied in such a manner that the other Party is treated no less favourably than any non-Party;

(b) not exceed those necessary to deal with the circumstances set out in paragraph 1;

(c) be temporary and be phased out progressively as the situation specified in paragraph 1 improves;

(d) avoid unnecessary damages to the commercial, economic and financial interests of the other Party; and

(e) not be confiscatory.

3. The Party which has adopted any measure under paragraph 1 shall notify the other Party, as soon as possible, as to the measures taken and the expected timetable for their removal.

4. The measures under paragraph 1 should be consistent with the Articles of Agreement of the International Monetary Fund.

ANNEX C. Foreign Investment Framework

1. The UAE has the right to approve or decline new investments in its territory subject to its laws and regulations. Such decisions shall not be subject to dispute settlement provisions under Article 16.

2. The UAE reserves the right to adopt or maintain any measure within the scope of the Cabinet Resolution No. (55) of 2021 and Federal Decree Law No. (32), of 2021 on Commercial Companies and any successor legislation. Those measures are applicable to investors of New Zealand and their investments, and those Ministerial Statements and Guidance Notes as statements of policy, shall not be subject to dispute settlement under Article 16.

3. A decision under New Zealand's Overseas Investment Act 2005 to grant consent, or decline to grant consent, to an overseas investment transaction that requires prior consent under that Act shall not be subject to the dispute settlement provisions under Article 16.

ANNEX D. Schedule of New Zealand

Explanatory note

A. The schedule of New Zealand set out, under Article 12, the entries for which New Zealand may maintain existing, or adopt new or more restrictive measures that do not conform with obligations imposed by:

(a) Article 3 (National Treatment);

(b) Article 4 (Most-Favoured-Nation Treatment);

(c) Article 9 (Performance Requirements); or

(d) Article 15 (Senior Management and Board of Directors).

B. In accordance with Article 12, the Articles of this Agreement specified in paragraph 1 do not apply to the activities described in each entry.

C. For greater certainty, juridical persons supplying financial services and constituted under the laws of New Zealand are subject to non-discriminatory limitations on juridical form. (11)

D. For greater certainty, the measures that New Zealand may take for prudential reasons in accordance with Article 13(3), provided they meet the requirements of that Article, include those governing:

(a) licensing, registration or authorisation as a financial institution or cross-border financial service supplier, and corresponding requirements;

(b) juridical form, including legal incorporation requirements for systemically important financial institutions and limitations on deposit-taking activities of branches of overseas banks, and corresponding requirements;

(c) requirements pertaining to directors and senior management of a financial institution or cross-border financial service supplier;

(d) capital, related party exposures, liquidity, disclosure and other risk management requirements;

(e) payment, clearance and settlement systems (including securities systems);

(f) anti-money laundering and countering financing of terrorism; and

(g) distress or failure of a financial institution or cross-border financial service supplier.

E. For greater certainty, New Zealand reaffirms its right to regulate within its territory to achieve legitimate policy objectives, such as the protection of human, animal or plant life or health, social services, public education, safety, the environment including climate change, public morals, social or consumer protection, animal welfare, privacy and data protection, or the promotion and protection of cultural diversity and the promotion and protection of the rights, interests, duties and responsibilities of Māori related to te Tiriti o Waitangi / the Treaty of Waitangi. The interpretation of te Tiriti o Waitangi / the Treaty of Waitangi, including as to the nature of the rights and obligations arising under it, shall not be subject to the dispute settlement provisions of this Agreement.

Schedule of New Zealand

New Zealand reserves the right to adopt or maintain:

1. any measure with respect to:

(a) the provision of public law enforcement and correctional services; and