Article 1901. Publication
1. Each Party shall ensure that its laws, regulations, procedures and administrative rulings of general application respecting any matter covered by this Agreement are promptly published or otherwise made available in such a manner as to enable interested persons and the other Party to become acquainted with them.
2. To the extent possible, each Party shall:
(a) publish in advance any such measure that it proposes to adopt; and
(b) provide interested persons and the other Party a reasonable opportunity to comment on such proposed measures.
Article 1902. Notification and Provision of Information
1. To the maximum extent possible, each Party shall notify the other Party of any proposed or actual measure that the Party considers might materially affect the operation of this Agreement or otherwise substantially affect the other Party's interests under this Agreement.
2. On request of the other Party, a Party shall promptly provide information and respond to questions pertaining to any actual or proposed measure, whether or not the other Party has been previously notified of that measure.
3. Any notification or information provided under this Article shall be without prejudice as to whether the measure is consistent with this Agreement.
Article 1903. Administrative Proceedings
With a view to administering in a consistent, impartial and reasonable manner all measures of general application affecting matters covered by this Agreement, each Party shall ensure that in its administrative proceedings applying measures referred to in Article 1902 to particular persons, goods or services of the other Party in specific cases:
(a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided reasonable notice, in accordance with domestic procedures, when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated and a general description of any issues in controversy;
(b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when permitted by time, the nature of the proceeding, and the public interest; and
(c) its procedures are in accordance with domestic law.
Article 1904. Review and Appeal
1. Each Party shall establish or maintain judicial, quasi-judicial or administrative tribunals or procedures for the purpose of the prompt review and, where warranted, correction of final administrative actions regarding matters covered by this Agreement. Such tribunals shall be impartial and independent of the office or authority entrusted with administrative enforcement and shall not have any substantial interest in the outcome of the matter.
2. Each Party shall ensure that, in any such tribunals or procedures, the parties to the proceeding are provided with the right to:
(a) a reasonable opportunity to support or defend their respective positions; and
(b) a decision based on the evidence and submissions of record or, where required by domestic law, the record compiled by the administrative authority.
3. Each Party shall ensure, subject to appeal or further review as provided in its domestic law, that such decisions shall be implemented by, and shall govern the practice of, the offices or authorities with respect to the administrative action at issue.
Article 1905. Cooperation on Promoting Increased Transparency
The Parties agree to cooperate in bilateral, regional and multilateral fora on means to promote transparency in respect of international trade and investment.
Article 1906. Definitions
For purposes of this Section:
administrative ruling of general application means an administrative ruling or interpretation that applies to all persons and fact situations that fall generally within its ambit and that establishes a norm of conduct but does not include:
(a) a determination or ruling made in an administrative or quasi-judicial proceeding that applies to a particular person, good or service of the other Party in a specific case; or
(b) a ruling that adjudicates with respect to a particular act or practice.
Section B. Anti-Corruption
Article 1907. Statement of Principles
The Parties affirm their resolve to prevent and combat bribery and corruption in international trade and investment.
Article 1908. Anti-corruption Measures
1. Each Party shall adopt or maintain the necessary legislative or other measures to establish, in matters affecting international trade or investment, as criminal offences when committed intentionally:
(a) the solicitation or acceptance by a public official, directly or indirectly, of an undue advantage for the official himself or another person or entity, in order that the official act or refrain from acting in the exercise of his official duties;
(b) the promise, offering or giving to a public official, directly or indirectly, of an undue advantage for the official himself or another person or entity, in order that the official act or refrain from acting in the exercise of his official duties;
(c) the promise, offering or giving to a foreign public official or an official of a public international organization, directly or indirectly, of an undue advantage for the official himself or another person or entity, in order that the official act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other undue advantage in relation to the conduct of international business; and
(d) aiding, abetting or conspiring to commit any of the offences described in subparagraphs (a) through (c).
2. Each Party shall adopt such measures as may be necessary to establish its jurisdiction over offences committed in its territory.
3. Each Party shall make the commission of an offence covered by this Agreement liable to sanctions that take into account the gravity of that offence.
4. Each Party shall adopt such measures as may be necessary, consistent with its legal principles, to establish the liability of enterprises for participation in the offences covered by this Agreement. In particular, each Party shall ensure that enterprises held liable in accordance with this Article are subject to effective, proportionate and dissuasive criminal or non-criminal sanctions, including monetary sanctions.
5. Each Party shall consider incorporating in its domestic legal system at the national level appropriate measures to provide protection against any unjustified treatment for any person who reports in good faith and on reasonable grounds to the competent authorities any facts concerning offences established in accordance with this Agreement.
Article 1909. Cooperation In International Fora
The Parties recognize the importance of regional and multilateral initiatives to prevent and combat bribery and corruption in international trade and investment. The Parties agree to work together to advance efforts in regional and multilateral fora to prevent and combat bribery and corruption in international trade and investment, including encouraging and supporting appropriate initiatives.
Article 1910. Definitions
For purposes of this Section:
foreign public official means any natural person holding a legislative, executive, administrative, or judicial office of a foreign country, whether appointed or elected, and any natural person exercising a public function for a foreign country, including for a public agency or public enterprise;
public function means any temporary or permanent, paid or honorary activity, performed by a natural person in the name of a Party or in the service of a Party or its institutions, at any level of its hierarchy; and
public official means any natural person holding a legislative, executive, administrative or judicial office of a Party, whether appointed or elected and whether permanent or temporary.
Chapter Twenty. Administration of the Agreement
Article 2001. The Joint Commission
1. The Parties hereby establish a Joint Commission, comprising cabinet-level representatives of the Parties, or their designees.
2. The Commission shall:
(a) supervise the implementation of this Agreement;
(b) review the general functioning of this Agreement;
(c) assess the outcomes of the application of this Agreement;
(d) oversee the further elaboration of this Agreement;
(e) supervise the work of all bodies established under this Agreement referred to in Annex 2001.1;
(f) approve the Model Rules of Procedure; and
(g) consider any other matter that may affect the operation of this Agreement.
3. The Commission may:
(a) adopt interpretive decisions concerning this Agreement binding on panels established under Article 2106 (Dispute Settlement - Establishment of a Panel) and Tribunals established under Section B of Chapter Eight (Investment);
(b) seek the advice of non-governmental persons or groups;
(c) take any other action in the exercise of its functions as the Parties may agree;
(d) further the implementation of the objectives of this Agreement by approving any revisions of:
(i) the Schedules to Annex 203.2, with the purpose of adding one or more goods excluded in the schedule of a Party,
(ii) the phase-out periods established in the tariff elimination schedule, with the purpose of accelerating the tariff reduction,
(iii) the specific rules of origin established in Annex 301,
(iv) procuring entities listed in Annex 1401.1, and
(v) the Uniform Regulations on Origin Procedures that the Parties may develop;
(e) consider any amendments or modifications to the rights and obligations under this Agreement; and
(f) establish the amount of remuneration and expenses that will be paid to panelists.
4. On the request of the Committee on the Environment established under the Agreement on the Environment, the Commission may revise Annex 103 to include other MEAs, or to include amendments to any MEAs or remove any MEAs listed in that Annex.
5. The acceptance by a Party of any revision referred to in paragraphs 3(d) and 4 shall be subject to the completion of any necessary domestic legal procedures of that Party.
6. The Commission may establish and delegate responsibilities to committees or working groups. Except where specifically provided for in this Agreement, the committees and working groups shall work under a mandate recommended by the Agreement Coordinators referred to in Article 2002 and approved by the Commission.
7. The Commission shall establish its rules and procedures. All decisions of the Commission shall be taken by mutual agreement.
8. The Commission shall normally convene once a year, or upon request in writing of either Party. Unless otherwise agreed by the Parties, meetings of the Commission shall be held alternately in the territory of each Party, or by any technological means available.
Article 2002. Agreement Coordinators
1. Each Party shall appoint an Agreement Coordinator and notify the other Party within 60 days following the entry into force of this Agreement.
2. The Agreement Coordinators shall jointly:
(a) monitor the work of all bodies established under this Agreement, referred to in Annex 2001.1;
(b) recommend to the Commission the establishment of such bodies as they consider necessary to assist the Commission;
(c) coordinate preparations for Commission meetings;
(d) follow up on any decision taken by the Commission, as appropriate;
(e) receive all notifications and information provided pursuant to this Agreement and, as necessary, facilitate communications between the Parties on any matter covered by this Agreement; and
(f) consider any other matter that may affect the operation of this Agreement as mandated by the Commission.
3. The Coordinators shall meet as often as required.
4. Each Party may request in writing at any time that a special meeting of the Coordinators be held. Such a meeting shall take place within 30 days of receipt of the request.
Chapter Twenty-One. Dispute Settlement
Article 2101. Cooperation
The Parties shall at all times endeavour to agree on the interpretation and application of this Agreement, and shall make every attempt through cooperation and consultations to arrive at a mutually satisfactory resolution of any matter that might affect its operation.
Article 2102. Scope and Coverage
1. Except for the matters covered in Chapters Sixteen (Labour) and Seventeen (Environment) and as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter shall apply with respect to the settlement of all disputes between the Parties regarding the interpretation or application of this Agreement or wherever a Party considers that:
(a) an actual or proposed measure of the other Party is or would be inconsistent with the obligations of this Agreement;
(b) the other Party has otherwise failed to carry out its obligations under this Agreement; or
(c) any benefit that the Party could reasonably have expected to accrue to it under any provision of:
(i) Chapters Two (National Treatment and Market Access for Goods), Three (Rules of Origin), Four (Origin Procedures and Trade Facilitation) or Fourteen (Government Procurement), or
(ii) Chapter Nine (Cross-Border Trade in Services),
is being nullified or impaired as a result of the application of any measure of the other Party that is not inconsistent with this Agreement.
2. In any dispute in respect of subparagraph 1(c), a panel established under this Chapter shall take into consideration the jurisprudence interpreting Article XXIII:1(b) of the GATT 1994 and Article XXIII(3) of GATS. A Party may not invoke subparagraph 1(c)(i) with respect to any measure subject to an exception under Article 2201 (Exceptions - General Exceptions) nor invoke subparagraph 1(c) with respect to any measure subject to the exception under Article 2205 (Exceptions - Cultural Industries).
Article 2103. Choice of Forum
1. Subject to paragraph 2, disputes regarding any matter arising under both this Agreement and the WTO Agreement or any other free trade agreement to which both Parties are party, or any successor agreement thereto, may be settled in either forum at the discretion of the complaining Party.
2. In any dispute referred to in paragraph 1 where the Party complained against claims that its measures are subject to Article 103 (Initial Provisions and General Definitions - Relation to Environmental and Conservation Agreements) and requests in writing that the matter be considered under this Agreement, the complaining Party, in respect of that matter, may have recourse to dispute settlement procedures only under this Agreement.
3. Where the complaining Party requests the establishment of a dispute settlement panel under an agreement referred to in paragraph 1, the forum selected shall be used to the exclusion of the other, unless the Party complained against makes a request pursuant to paragraph 2.
Article 2104. Consultations
1. A Party may request in writing consultations with the other Party regarding any matter referred to in Article 2102.
2. The requesting Party shall deliver the request to the other Party, and shall set out the reasons for the request, including the identification of the measure or other matter at issue under Article 2102 and an indication of the legal basis for the complaint.
3. The other Party shall respond in writing and, subject to paragraph 4, the Parties shall, unless they otherwise agree, enter into consultations within 30 days of the date of receipt of the request by the other Party.
4. In cases of urgency, including those concerning perishable goods or otherwise involving goods or services that rapidly lose their trade value, such as certain seasonal goods or services, consultations shall commence within 15 days of the date of receipt of the request by the other Party.
5. The requesting Party may request the other Party to make available personnel of its government agencies or other regulatory bodies who have expertise in the matter subject to consultations.
6. The Parties shall make every attempt to arrive at a mutually satisfactory resolution of any matter through consultations under this Article. To this end, each Party shall:
(a) provide sufficient information to enable a full examination of the measure or other matter at issue; and
(b) treat any confidential or proprietary information received in the course of consultations on the same basis as the Party providing the information.
7. Consultations are confidential and without prejudice to the rights of the Parties in proceedings under this Chapter.
8. Consultations may be held in person or by any other means agreed to by the Parties.
Article 2105. Good Offices, Conciliation and Mediation
1. The Parties may at any time agree to undertake an alternative method of dispute resolution, such as good offices, conciliation or mediation.
2. Such alternative methods of dispute resolution shall be conducted according to procedures agreed to by the Parties.
3. Proceedings established under this Article may begin at any time and be suspended or terminated at any time by either Party.
4. Proceedings involving good offices, conciliation and mediation are confidential and without prejudice to the rights of the Parties in any other proceedings.
Article 2106. Establishment of a Panel
1. Unless the Parties agree otherwise, and subject to paragraph 3, if a matter referred to in Article 2104 has not been resolved within:
(a) 45 days after the date of receipt of the request for consultations; or
(b) 25 days after the date of receipt of the request for consultations for matters referred to in paragraph 4 of Article 2104; the complaining Party may refer the matter to a dispute settlement panel.
2. The complaining Party shall deliver the written request for panel establishment to the other Party, indicating the reason for the request, identifying the specific measures or other matters at issue and providing a brief summary of the legal basis of the complaint sufficient to present the problem clearly.
3. A dispute settlement panel may not be established to review a proposed measure.
Article 2107. Qualifications of Panelists
1. Each panelist shall:
(a) have expertise or experience in law, international trade, other matters covered by this Agreement, or in the settlement of disputes arising under international trade agreements;
(b) be chosen strictly on the basis of objectivity, reliability, and sound judgment;
(c) be independent of and not be affiliated with or take instructions from, either Party;
(d) not be a national of either Party, nor have his or her usual place of residence in the territory of either of the Parties, nor be employed by either of them; and
(e) comply with a Code of Conduct that the Commission shall establish at its first session following the entry into force of this Agreement.
2. Individuals who have been involved in any of the possible alternative dispute settlement proceedings referred to in Article 2105 may not serve as panelists in the same dispute.
Article 2108. Panel Selection
1. The panel shall comprise three panelists.
2. Each Party shall, within 30 days after the date of receipt of the request for panel establishment, appoint a panelist, propose up to four candidates to serve as the chair of the panel and notify the other Party in writing of the appointment and its proposed candidates to serve as the chair. If a Party fails to appoint a panelist within this time, the panelist shall be selected by the other Party from the candidates proposed for the chair.
3. The Parties shall, within 30 days after the date of receipt of the request for panel establishment, endeavour to agree on and appoint the chair from among the candidates proposed. If the Parties fail to agree on the chair within this time period, within a further seven days the chair shall be selected by lot from the candidates proposed.
4. If a panelist appointed by a Party withdraws, is removed, or becomes unable to serve, a replacement shall be appointed by that Party within 30 days, failing which the replacement shall be appointed in accordance with the second sentence of paragraph 2. If the chair of the panel withdraws, is removed, or becomes unable to serve, the Parties shall agree on the appointment of a replacement within 30 days, failing which the replacement shall be appointed in accordance with the second sentence of paragraph 3. If there are no remaining candidates, each Party shall propose up to three additional candidates within a further 30 days and the panelist or chair shall be selected by lot within seven days thereafter from among the candidates proposed. In any case, any time period applicable to the proceeding shall be suspended beginning on the date the panelist or chair withdraws, is removed, or becomes unable to serve and ending on the date the replacement is selected.
Article 2109. Rules of Procedure
1. Within six months following the date of entry into force of this Agreement, the Commission shall approve Model Rules of Procedure.
2. Any panel established under this Chapter shall follow the Model Rules of Procedure. A panel may establish, in consultation with the Parties, supplementary rules of procedure that do not conflict with the provisions of this Chapter.
3. Unless the Parties agree otherwise, the rules of procedure shall ensure:
(a) the opportunity for each Party to provide initial and rebuttal written submissions;
(b) the right to at least one hearing before the panel, and that subject to subparagraph (g), hearings shall be open to the public;
(c) that the Parties have the right to present and receive written submissions and present and hear oral arguments in any of the Parties' official languages;
(d) subject to subparagraph (g), that each Party's written submissions, written versions of its oral statements and written responses to requests or questions from the panel may be made public;
(e) that the panel allow non-governmental entities in the Parties' territories to provide written views regarding the dispute that may assist the panel in evaluating the submissions and arguments of the Parties;
(f) all submissions and comments made to the panel shall be available to the other Party; and
(g) the protection of information designated by either Party for confidential treatment.
4. Unless the Parties otherwise agree within 15 days after the date of the establishment of the panel, the terms of reference shall be: "To examine, objectively and in the light of the relevant provisions of the Agreement, the matter referred to in the request for the establishment of the panel and to make findings, determinations and recommendations as provided in Article 2110."
5. If the complaining Party wishes to argue that a matter has nullified or impaired benefits, in the sense of subparagraph 1(c) of Article 2102, the terms of reference shall so indicate.