1. If a Contracting Party, or an agency designated by a Contracting Party, makes payment to an investor of that Contracting Party under a guarantee, contract of insurance, or other forms of indemnity that it has granted in respect of a covered investment, the other Contracting Party in whose territory the covered investment was made shall recognize the subrogation or transfer of any right or claim in respect of such investment. The subrogated or transferred right or claim shall not be greater than the original right or claim of the investor.

2. Where a Contracting Party or any agency designated by a, Contracting Party has made a payment to an investor of that Contracting Party and has taken over any right or claim of the investor, that investor shall not, unless authorized to act on behalf of the Contracting Party or the agency designated by the Contracting Party making the payment, pursue that right or claim against the other Contracting Party in whose territory the covered investment was made.

3. In the exercise of subrogated or transferred rights or claims, the Contracting Party or agency designated by the Contracting Party exercising such right or claim shall disclose the coverage of the claims arrangement with its investors to the Contracting Party in whose territory the covered investment was made.

Article 13. Denial of Benefits

1. Each Contracting Party may deny the benefits of this Agreement to an investor of the other Contracting Party that is a juridical person of the latter Contracting Party and to its investments if the juridical person:

(a) is owned or controlled by a person of a non-Party or of the denying Party;

(b) is an investor of a non-Party who acquires the ownership or control of an investment through planning of nationality where the investor has restructured his investment through intermediary countries and that non-Party has no diplomatic relationship with the host State;

(c) is an investor of a Contracting Party, if the main purpose of the acquisition of the nationality of that Contracting Party was to obtain benefits under this Agreement that would not otherwise be available to the investor; or

(d) if the investment is owned or controlled by a non-Party who had no physical presence or substantial economic activity.

2. A Contracting Party may deny the benefits of this Agreement to investors of the other Contracting Party and to investments of that investor where it establishes that such investor has made an investment in breach of the domestic laws of the denying Contracting Party by misrepresenting its ownership in those areas of investment which are reserved for natural or juridical persons of the denying Contracting Party.

Section C. Settlement of Investment Disputes between a Contracting Party and an Investor of the other Contracting Party

Article 14. Scope

1. This Article shall apply to investment disputes between the disputing parties arising from an alleged breach of the substantial protection provisions under Section B which causes loss or damage to the disputing investor arising out of that breach in relation to its covered investment with respect to the management, conduct, development, operation, maintenance, use, and sale or disposition of such investment.

2. This Article shall not apply to investment disputes which occurred prior to the entry into force of this Agreement.

3. This Article shall not apply where the disputing investor holds the nationality or citizenship of the disputing Party.

Article 15. Consultation and Negotiation

1. An investor that has a dispute with a Contracting Party shall initially attempt to settle it amicably through consultations and negotiations.

2. To start consultations and negotiations, the investor shall deliver to the competent authority of the relevant Contracting Party a written notice. The notice shall specify:

(a) the name and address of the disputing investor;

(b) the provisions of this Agreement alleged to have been breached;

(c) the factual and legal basis for the claim; and

(d) the remedy sought and the amount of damages claimed, if any.

Article 16. Choice of Forum

1. If the dispute cannot be settled amicably within six (6) months from the date of the start of the consultations and negotiations referred to in Article 15 (Consultation and Negotiation), the dispute may upon the request of the disputing investor be settled as follows:

(a) by a competent court of the Contracting Party in whose territory the investment is made;

(b) by arbitration by the International Centre for Settlement of Investment Disputes (ICSID), subject to the execution of a separate written agreement between the disputing parties;

(c) by arbitration in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL}; or

(d) by arbitration centers of a Contracting Party in whose territory the investment is made or any other arbitration institution or under any other arbitration rules, if the disputing parties agree.

2. At any stage of the proceedings the disputing parties may withdraw the case if they agree on any other mode of settlements in connection with the dispute.

Article 17. Conditions and Limitations on Submission of Claim

1. The submission of a dispute to arbitration under Article 16 (Choice of Forum), subparagraphs (b) to (d) shall be conditional upon:

(a) the submission of the dispute to such arbitration taking place within four (4) years from the time at which the disputing investor became aware, or should reasonably have become aware of a breach of an obligation under this Agreement causing loss or damage to the disputing investor in relation to its covered investment;

(b) the disputing investor providing to the disputing Party a written notice of intent to submit the claim to arbitration at least ninety (90) days before the claim is submitted.

The notice of intent shall specify:

i. the forum for dispute settlement being sought, under Article 16 (Choice of Forum), subparagraphs {b) to (d)(

ii. the factual and legal basis of the investment dispute, including the provIsIons of this Agreement alleged to have been breached;

iii. the loss or damage allegedly caused to the disputing investor or its covered investment; and 

(c) the notice of arbitration being accompanied by the disputing investor's written waiver of any right to initiate or continue before any administrative tribunal or court under the law of either the disputing Party or the Contracting Party of the disputing investor, or other dispute settlement mechanisms including investment dispute settlement mechanisms under any other bilateral or multilateral agreements to which either or both the disputing Party and the Party of the disputing investor are parties, and any proceedings with respect to any measure of the disputing Party alleged to constitute a breach referred to in paragraph 1.

Accordingly, once the disputing investor has submitted the claim to arbitration under paragraph 6, subparagraphs (b) to (d), the choice of forum shall be final.

2. The applicable arbitration rules shall govern the arbitration referred to in this Article except to the extent modified by the disputing parties in this Article.

3. Notwithstanding paragraph 8(c), the disputing investor may initiate or continue an action that seeks interim injunctive relief for the sole purpose of preserving the disputing investor's rights and interests and does not involve the payment of damages or resolution of the substance of the matter in dispute before a court or administrative tribunal under the law of the disputing Party.

4. No Contracting Party shall give diplomatic protection, or bring an international claim, in respect of a dispute which has been submitted to arbitration, unless the other Contracting Party has failed to abide by and comply with the award rendered in such dispute. Diplomatic protection, for the purposes of this paragraph, shall not include informal diplomatic exchanges for the sole purpose of facilitating a settlement of the dispute.

Article 18. Consent to Arbitration

Each Party consents to the submission of a claim to arbitration in accordance with the terms of this Agreement, subject to paragraph 1 (b) of Article 16 of this Agreement.

Article 19. Selection of Arbitrators

1. Unless the disputing parties agree otherwise, an arbitral tribunal established under Article 16 (Choice of Forum), subparagraphs (b) to (d) shall comprise three (3) arbitrators:

(a) one arbitrator appointed by each of the disputing parties; and

(b) the third arbitrator, who shall be the presiding arbitrator, appointed by the agreement of the disputing parties, shall:

i. not be of the same nationality as the disputing investor, or be a national of the disputing Party;

ii. not have his or her usual place of residence in the territory of either the disputing Party or the Party of the disputing investor;

iii. not be employed by or affiliated with the disputing Party, the Party of the disputing investor, or the disputing investor;

iv. not have dealt with the said investment dispute in any capacity; and

v. have expertise or experience in public international law, international trade or international investment rules and be independent of, and not be affiliated with or take instructions from the disputing Party, the nondisputing Party, or disputing investor.

2. Where any arbitrator appointed as provided for in this Article resigns or becomes unable to act, a successor shall be appointed in the same manner as prescribed for the appointment of the original arbitrator and the successor shall have all the powers and duties of the original arbitrator.

Article 20. Conduct of Arbitration

1. A disputing Party may file, no later than ninety (90) days after the constitution of the arbitral tribunal, an objection that a claim is manifestly without merit or not admissible. A disputing Party may also file an objection that a claim is outside the jurisdiction or competence of the arbitral tribunal. The disputing Party shall specify as precisely as possible the basis for the objection.

2. At any stage of the proceedings, the arbitral tribunal may consider, motu proprio, whether the claim is admissible, or within the jurisdiction or competence of the arbitral tribunal.

3. The arbitral tribunal shall address any such objection as a preliminary question apart from the merits of the claim. The disputing parties shall be given a reasonable opportunity to present their views and observations to the arbitral tribunal.

If the arbitral tribunal decides that the claim is manifestly without merit, or is otherwise not within its jurisdiction or competence, it shall render an award to that effect.

Article 21. Place of Arbitration

Unless the disputing parties agree otherwise, the place of arbitration shall be in a country that is a party to the New York Convention.

Article 22. Governing Law

The arbitral tribunal shall decide the issues in dispute in accordance with this Agreement, applicable rules of international law and, where applicable, relevant domestic laws of the disputing Party. The arbitral tribunal does not have jurisdiction to determine the legality of a measure alleged to constitute a breach of this Article under the domestic law of the disputing Party.

Article 23. Joint Interpretation

1. The tribunal shall, on its own account or at the request of a disputing Party, request a joint interpretation of any provision of this Agreement that is in issue in a dispute. The Contracting Parties shall submit in writing any joint decision declaring their interpretation to the tribunal within sixty (60) days of the request. Without prejudice to paragraph 2 of this Article, if the Contracting Parties fail to submit such a decision within sixty (60) days, any interpretation submitted by a Contracting Party individually shall be forwarded to the disputing parties and the tribunal, which shall decide the issue on its own account.

2. In accordance with the Vienna Convention of the Law of Treaties, and customary international law, other evidence of the Contracting Parties, relevant agreements and applicable domestic law regarding interpretation or application of this Treaty shall constitute authoritative interpretations of this Treaty and must be taken into account by tribunals under this Chapter.

3. A joint decision of the Contracting Parties, declaring their interpretation of a provision of this Agreement shall be binding on the tribunal, and any decision or award issued by the tribunal must be consistent with that joint decision.

Article 24. Awards

1. An arbitral tribunal may not award moral and punitive damages.

2. The arbitral award shall be final and binding on the disputing parties. Each Contracting Party shall ensure the recognition and enforcement of the arbitral award in its territory in accordance with its laws and regulations.

3. The award shall be binding and shall not be subject to any appeal or remedy other than those provided for in the ICSID Convention or arbitral rules on which the arbitral proceedings by the investor are based, unless new fact or new evidence have been discovered. The award shall be subject to Articles 48, 49, 50, 51, 52, 53 and 54 of the ICSID Convention.

Section D. Settlement of Disputes between the Contracting Parties

Article 25.

1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement shall be settled as far as possible by negotiations.

2. If a dispute under paragraph 1 of this Article cannot be settled within six (6) months, it shall upon the request of either Contracting Party be submitted to an arbitral tribunal of three (3) members.

3. Such arbitral tribunal shall be constituted for each individual case. Each Contracting Party shall appoint one (1) member and these two (2) members shall agree upon a national of a third State as their chairman. Such members shall be appointed within two (2) months from the date one Contracting Party has informed the other Contracting Party of its intention to submit the dispute to an arbitral tribunal, the chairman of which shall be appointed within two (2) further months.

4. If the periods specified in paragraph 3 of this Article are not observed, either Contracting Party may, in the absence of any other relevant arrangement, invite the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice ("ICJ'') is a national of either of the Contracting Parties or if he is otherwise prevented from discharging the said function, the Vice-president or in case of his inability the member of the ICJ next in seniority according to the Rules of the Court should be invited under the same conditions to make the necessary appointments. The appointed judge should be a national of a State that has diplomatic relations with the Contracting Parties.

5. The arbitral tribunal shall establish its own rules of procedure, unless the Contracting Parties decide otherwise.

6. The arbitral tribunal shall reach its decision in virtue of this Agreement and pursuant to the rules of international law. It shall reach its decision by a majority of votes; the decision shall be final and binding.

7. Each Contracting Party shall bear the costs of its own member and or its legal representation in the arbitration proceedings. The costs of the chairman and the remaining costs shall be borne in equal parts by both Contracting Parties. The tribunal may, however, in its award determine another distribution of costs.

Section E. General and Final Provisions

Article 26. Joint Committee on Investment

1. The Contracting Parties hereby establish a Joint Committee on Investments (hereinafter referred to as "the Committee"), composed of representatives of each Contracting Party and headed by Undersecretaries of each Contracting Party:

(a) ln the case of UAE, the Undersecretary of Ministry of Finance or his authorized representative; and

(b) In the case of the Philippines, the Undersecretary of the Department of Trade and Industry or his authorized representative.

2. Unless otherwise agreed by the Contracting Parties, the committee shall meet upon the request of either Contracting Party within thirty (30) days from such request.

3. The functions of the Committee shall include:

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

(d) to consider any issues raised by investors under this Agreement;

(e) review the possibility of further facilitation of investment between the Contracting 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 solving problems, obstacles and dispute resolution before its submission to arbitration; and

(g) the Committee may, as necessary, make appropriate recommendations by consensus to the Contracting Parties for the more effective functioning or the attainment of the objectives of this Agreement.

4. The Committee may, upon mutual consent of the Contracting Parties, invite representatives of relevant entities other than the Governments of the Parties with the necessary expertise relevant to the issueis to be discussed, and hold joint meetings with the private sectors.

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

6. The Committee shall discuss any issues regarding the implementation and interpretation of this Agreement.

Article 27. Taxation Measures

1. Except as set out in Article 8 (Expropriation) and Article 9 (Transfers), this Agreement does not apply to taxation measures or Value-Added Tax 0/AT) issues.

2. This Agreement does not affect the rights and obligations of either Contracting Party under any tax convention. In the event of any inconsistency between this Agreement and any such tax convention, the latter shall prevail.

3. This Agreement does not require a Contracting Party to furnish or allow access to information which if disclosed would be contrary to the Contracting Party's law protecting information on the taxation offer of a taxpayer.

Article 28. Transparency

1. Each Contracting Party shall endeavor to promptly publish, or otherwise make publicly available, its laws, regulations, administrative procedures and administrative rulings and judicial decisions of general application as well as international agreements which pertain to or affect the implementation and the operation of this Agreement.

2. Each Contracting Party shall, upon request by the other Contracting Party, endeavor to promptly respond to specific questions and provide that other Contracting Party with information on matters set out in paragraph 1, including that relating to a contract each Contracting Party enters into with regard to investment.

3. Paragraphs 1 and 2 shall not be construed so as to oblige either Contracting Party to disclose confidential information, the disclosure of which would impede law enforcement or otherwise be contrary to the public interest or which would prejudice privacy or legitimate commercial interests.

4. Upon the request by a Contracting Party, the other Contracting Party shall provide information on measures that may have impact on the covered investment.

Article 29. General Exceptions

1. Subject to the requirement that such measures are not applied in an arbitrary or unjustifiable manner, and do not constitute a disguised restriction on international trade or investment, nothing in this Agreement shall be construed to prevent a Contracting 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 to maintain public order, provided that the public order exception may only be invoked where a genuine and sufficiently serious threat is posed to one of the fundamental interests of society in accordance with Article XIV of the General Agreement on Trade in Services;

(c) protect national treasures of artistic, historic 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 the 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 contract (5);

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

iii. safety.

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

(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 Contracting Party's financial system.

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

Article 30. Security Exceptions

Nothing in this Agreement shall be construed:

(a) to require a Contracting 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 Contracting 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 31. Health and Environment

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

2. The investor should respect laws and regulations that pertains to essential security interests. or to the protection of public health or the prevention of diseases and pests in animals or plants.

Article 32. Entry Into Force

1. This Agreement shall enter into force on the thirtieth day after the date on which the Contracting Parties have received the notification, in writing, that their respective legal procedures necessary for entry into force of this Agreement have been completed. This Agreement shall remain in force unless terminated as provided for in Article 33 (Duration and Termination).

2. This Agreement may be amended in writing by the mutual consent of the Contracting Parties. Such amendments shall enter into force according to the same procedure as the Agreement.

Article 33. Duration and Termination

1. This Agreement shall remain in force for a period of ten (10) years and shall lapse thereafter unless the Contracting Parties expressly agree in writing that it shall be renewed.

2. In respect of investments made prior to the date when the termination of this Agreement becomes effective, the provisions of this Agreement shall remain in force for a period of ten (10) years.

Conclusion

In witness whereof, the undersigned, duly authorized thereto by their respective Governments, have signed this Agreement.

Signed in Dubai, united Arab Emirates, this day of ___ _, in the Arabic and English languages, both texts being equally authentic. In case of divergence of interpretation, the English text shall prevail.

For the Government of the Republic of the Philippines

RAMON M. LOPEZ

Secretary of Trade and Industry

For the Government of the United Arab Emirates

MOHAMED BIN HADI AL HUSSAINI

Minister of State for Financial Affairs

Attachments

PROTOCOL

At the signing of the Agreement between the Government of the Republic of the Philippines and the Government of the United Arab Emirates for the Promotion and Reciprocal Protection of Investment, hereinafter referred to

as "the Agreement", the United Arab Emirates and the Republic of the Philippines have agreed upon the following provisions, which shall form an integral part the Agreement.