6. The expenses of the arbitral tribunal, including the remuneration of its arbitrators, shall be borne by the Parties in equal shares, unless under special circumstances the tribunal decides otherwise.
7. The date of establishment of the arbitral tribunal shall be the date on which the chair is appointed.
8. Decisions of the arbitral tribunal shall be taken by a majority of its arbitrators. Arbitrators may furnish separate opinions on matters not unanimously agreed. The arbitral tribunal may not disclose which arbitrators are associated with majority or minority opinions.
9. The arbitrators shall have expertise or experience in public international law and:
(a) international investment law; or
(b) dispute resolution arising under international investment agreements.
10. If the dispute involves a measure relating to a financial institution or financial services, the Parties shall also take into consideration in the appointment of the arbitrators any expertise or experience in financial services law or practice.
Chapter VI. GENERAL PROVISIONS AND EXCEPTIONS
Article 35. Right to Regulate
1. The Parties reaffirm their right to regulate within their territories to achieve legitimate policy objectives, such as the protection of public health, soda! services, education, safety, environment, including climate change, public morals, social or consumer protection, privacy and data protection, and the promotion and protection of cultural diversity.
2. For greater certainty, the provisions of this Agreement shall not be interpreted as a commitment of a Party not to change its legal and regulatory framework, including in a manner that can negatively affect the operation of covered investments or the investor's expectations of profits.
3. For greater certainty, a Party's decision not to issue, renew or maintain a subsidy or grant, or decision to modify or reduce a subsidy or grant:
(a) in the absence of any specific commitment under law or contract to issue, renew or maintain that subsidy or grant; or
(b) in accordance with any terms or conditions attached to the issuance, renewal, modification, reduction or maintenance of that subsidy or grant; standing alone, shall not constitute a breach of the provisions of this Agreement, even if there is loss or damage to the covered investment as a result.
Article 36. Responsible Business Conduct
1. Each Party shall encourage enterprises operating within its territory or subject to its jurisdiction to incorporate into their business practices and internal policies internationally recognised standards, guidelines, and principles on responsible business conduct, such as the United Nations Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct and the ILO Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy.
2. The Parties recognise the importance of investors conducting a due diligence process to identify, prevent, mitigate, and address the environmental and social risks and impacts of their investments.
Article 37. Sustainable Development
1. The Parties recognise the important role of investment in achieving the goal of sustainable development and shall strive to promote investment that contributes to this objective.
2. The Parties recognise that it is inappropriate to weaken or reduce the level of protection provided by domestic health, safety, labour ur environmental laws, regulations or standards with the sole intention to encourage investment. Accordingly, a Party shall not waive or otherwise derogate from, or offer to waive or otherwise derogate from, such laws, regulations or standards in order to encourage investment of an investor from the other Party.
Article 38. Measures Against Corruption
1. Each Party shall ensure that measures are taken to prevent and fight corruption and money laundering, in accordance with its legal system and internationally agreed standards and commitments, such as the United Nations Convention against Corruption done at New York on 31 October 2003, and the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions done at Paris on 21 November 1997.
2. Each Party recognises the importance of principles such as accountability, transparency and integrity with regard to its anti-corruption policies, and of taking measures affecting investment in a transparent manner and avoiding conflicts of interest and corrupt practices.
3. An investor of a Party and its investments shall not, prior to the establishment of an investment in the territory of the other Party or afterwards, offer, promise or give any undue pecuniary or other advantage, whether directly or through intermediaries, to a public official of the other Party for that official or for a third party, in order that the official or third party act or refrain from acting in relation to the performance of official duties, in order to achieve any favour in relation to an investment.
4. An investor of a Party and its investments, in the territory of the other Party, shall not be complicit in any act described in paragraph 3, including incitement and aiding to commit such acts.
Article 39. Prudential Measures
1. Nothing in this Agreement shall prevent a Party from adopting or maintaining measures relating to financial services 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; or
(b) ensuring the integrity and stability of a Party's financial system.
2. The measures taken by a Party pursuant to paragraph I shall not be used as a means of avoiding the commitments or obligations of the Party under this Agreement.
Article 40. Taxation Measures
1. For the purposes of this Article:
(a) "residence" means residence for tax purposes;
(b) "tax agreement" means an agreement on the avoidance of double taxation or any other international agreement or arrangement relating wholly or mainly to taxation to which Switzerland or Chile is party; and
(c) "taxation measure" means a measure in application of the tax legislation ofa Party.
2. Nothing in this Agreement shall affect the rights and obligations of a Party under any tax agreement. In the event of any inconsistency between this Agreement and any tax agreement, the tax agreement shall prevail to the extent of the inconsistency. With regard to a tax agreement between Switzerland and Chile, the competent authorities of the Parties referred to in Annex G (Competent Authorities for the Purposes of Article 40) shall jointly determine whether an inconsistency exists between this Agreement and the tax agreement.
3. Subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between States where like conditions prevail, nothing in this Agreement shall be construed to prevent the adoption, maintenance or enforcement by a Party of any measure aimed at ensuring the equitable or effective imposition or collection of direct taxes that:
(a) distinguishes between taxpayers, who are not in the same situation, in particular with regard to their place of residence or with regard to the place where their capital is invested; or
(b) aims at preventing the avoidance or evasion of taxes pursuant to the provisions of any tax agreement or domestic fiscal legislation.
4. lf an investor of a Party claims that the respondent has breached Article 8 (Expropriation) by the adoption or enforcement of a taxation measure, the following provisions shall apply:
(a) the respondent may, no later than the date the arbitral tribunal fixes for the respondent to submit its counter-memorial, or in the case of an amendment to the notice of arbitration, the date the arbitral tribunal fixes for the respondent to submit its response to the amendment, submit in writing to the competent authorities of the respondent and the Party of the claimant referred to in Annex G (Competent Authorities for the Purposes of Article 40) a request for a joint determination on the issue of whether the taxation measure constitute an expropriation according to Article 8 (Expropriation). If the respondent refers the matter to the competent authorities referred to in Annex G (Competent Authorities for the Purposes of Article 40) the periods of time or proceedings referred to in Chapter IV (Investor-State Dispute Settlement) are suspended;
(b) if the joint determination of the competent authorities under this paragr'aph cbncludes that the taxation measure does not constitute an expropriation according to Article 8 (Expropriation), the joint determination is binding on an arbitral tribunal established under Chapter IV (Investor-State Dispute Settlement). If the competent authorities referred to in Annex G (Competent Authorities for the Purposes of Article 40) fail to determine whether the taxation measure constitutes an expropriation according to Article 8 (Expropriation) within six months of the date of receipt of the request for consultations by the non-disputing Party, the suspension of the periods of time or proceedings referred to in subparagraph (a) no longer applies and the investor may proceed with its claim; and
(c) failure of the respondent to make a request pursuant to subparagraph (a) is without prejudice to its right to invoke as a defence in a later phase of the proceedings that the taxation measure does not constitute an expropriation. The arbitral tribunal shall draw no adverse inference from the fact that the competent authorities referred to in Annex G (Competent Authorities for the Purposes of Article 40) have not agreed on a joint determination.
Article 41. Essential Security
Nothing in this Agreement shall be construed:
(a) to require a Party to furnish or allow access to information if the disclosure of this information would be contrary to its essential security interests;
(b) to prevent a Party from taking an action to the extent necessary to protect its essential security interests:
(i) connected to the production of or traffic in arms and ammunition, and to economic activities, carried out directly or indirectly for the purpose of supplying a military establishment;
(ii) taken in time of war or other emergency in international relations; or
(iii) relating to fissionable and fusionable materials or the materials from which they are derived; or
(c) to prevent a Party from taking any action pursuant to its obligations under the United Nations Charter or a similar autonomous decision for the maintenance of international peace and security.
Chapter VII. FINAL PROVISIONS
Article 42. Annexes and Footnotes
The annexes and footnotes in this Agreement constitute an integral part of it and are to be accorded the same effect as other provisions in this Agreement.
Article 43. Entry Into Force, Duration and Termination
1. This Agreement shall enter into force 90 days after the date of the last notification by which the Parties inform each other that they have complied with their legal procedures for the entry into force of this Agreement.
2. This Agreement shall remain in force for a period of 10 years. Thereafter it shall continue to be in force until the expiration of 12 months from the date on which either Party shall have given notice of termination to the other Party.
3. In respect of investments made prior to the date of the termination of this Agreement pursuant to this Article, Articles 1 to 42 of this Agreement shall continue to be effective for a period of 10 years from the date of its termination, unless the Parties agree otherwise.
Article 44. Relation with the 1999 Agreement
1. Upon the entry into force of this Agreement, the Agreement between the Swiss Confederation and the Republic of Chile on the Promotion and Reciprocal Protection of Investments and its Protocol, signed in Berne on 24 September 1999 (hereafter the "former Agreement") shall be terminated and shall be replaced by this Agreement.
2. Notwithstanding paragraph 1, the former Agreement shall continue to be effective and a claim may be submitted pursuant to the provisions of the former Agreement, including the rules and procedures established in that agreement: provided that:
(a) the claim arises from an alleged breach of the former Agreement that took place prior to the entry into force of this Agreement; and
(b) on the date of the submission of the claim, no more than three years have elapsed from the date of the entry into force of this Agreement. In witness whereof, the undersigned, duly authorised thereto by their respective Governments, have signed this Agreement.
Conclusion
Done in duplicate, at Paris, on the 3rd of June 2025, in the French, Spanish and English languages, each text being equally authentic. In case of divergences the English text shall prevail.
For the Republic of Chile
For the Swiss Confederation
Attachments
ANNEX A. TREATMENT OF INVESTORS AND OF COVERED INVESTMENTS
For greater certainty, in determining whether a measure or series of measures constitute a breach of the fair and equitable treatment obligation in paragraph 2 of Article 4 (Treatment of Investors and of Covered Investments), the arbitral tribunal shall take into account, inter alia, the following:
1. In determining whether there is a denial of justice as referred to in subparagraph 2 (a) of Article 4 (Treatment of Investors and of Covered Investments), the mere fact that an investor's challenge of the impugned measure in a domestic proceeding has been rejected or dismissed or has otherwise failed does not in itself constitute a denial of justice as referred to in subparagraph 2 (a) of Article 4 (Treatment of Investors an'd of Covered Investments).
2. In determining whether there is a denial of justice and a fundamental breach of due process within the meaning of subparagraphs 2 (a) and (b) of Article 4 (Treatment of Investors and of Covered Investments), there must be improper and egregious procedural conduct in judicial or administrative proceedings, which does not meet the basic internationally accepted standards of administration of justice and due-process, and which offends judicial propriety such as the unfounded refusal of access to courts or legal representation, failure to provide an opportunity to be heard, failure to provide notice of the proceedings or reasons for the decision, discriminatory treatment by the courts. clearly biased and corrupt adjudicators.
3. A measure is manifestly arbitrary within the meaning of subparagraph 2 (c) of Article 4 (Treatment of Investors and of Covered Investments) when it is evident that the measure is not rationally connected to a legitimate policy objective, such as where a measure is based on prejudice or bias rather than on reason or fact.
4. The mere illegality of, or a merely inconsistent or questionable application of, a policy or procedure does not in itself constitute manifest arbitrariness referred to in subparagraph 2 (c) of Article 4 (Treatment of Investors and of Covered Investments).
5. A total and unjustified repudiation of a law or regulation, or a measure without reason, or a conduct that is specifically targeted to the investor or its covered investment with the purpose of causing damage are likely to constitute manifest arbitrariness or targeted discrimination as referred to in subparagraphs 2 (c) and (d) of Article 4 (Treatment of Investors and of Covered Investments).
6. A determination that there is abusive treatment of investors, such as coercion, duress and harassment within the meaning of subparagraph 2 (e) of Article 4 (Treatment of lnvestors and of Covered Investments) requires a finding of serious misconduct by a Party. In making such a determination, the arbitral tribunal should consider whether a Party acted ultra vires and whether the episodes of alleged coercion or harassment were repeated and sustained.
ANNEX B. EXPROPRIATION
The Parties confirm their shared understanding that:
1. A measure or a series of measures 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 under Article 8 (Expropriation) may be either:
(a) direct expropriation, when an investment is nationalised or otherwise directly expropriated through formal transfer of title or outright seizure; or
(b) indirect expropriation, where a measure or series of measures by 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 by a Party in a specific fact situation, constitutes indirect expropriation requires a case-by-case, fact-based inquiry that considers, 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 by a Party has an adverse effect on the economic value of an investment does not establish that indirect expropriation has occurred;
(b) the duration of the measure or series of measures by a Party; and
(c) the character of the measure or series of measures, including their object and content.
4. For greater certainty, non-discriminatory regulatory measures by a Party that are designed and applied to achieve legitimate public welfare objectives, such as public health, social services, education, safety, environment including climate change, public morals, social or consumer protection, privacy and data protection, and the promotion and protection of cultural diversity do not constitute indirect expropriations, except in the rare circumstances when the impact of a measure or series of measures is so severe in light of its purpose that it appears manifestly excessive.
ANNEX C. TRANSFERS - CHILE (1)
1. Notwithstanding Article 9 (Transfers), Chile reserves the right of the Central Bank of Chile (Banco Central de Chile) to maintain or adopt measures in conformity with Law 18.840, Constitutional Organic Law of the Central Bank of Chile (Ley 18.840, Ley Orgánica Constitucional de! Banco Central de Chile), and Decreto con Fuerza de Ley No 3 de 1997), General Banking Act (Ley General de Bancos) and Law 18.045, Securities Market Law (Ley 18.045, Ley de Mercado de Valores), in order to ensure currency stability and the normal operation of domestic and foreign payments. Such measures include, inter alia, the establishment of restrictions or limitations on current payments and transfers (capital movements) to or from Chile, as well as transactions related to them, such as requiring that deposits, investments or credits from or to a foreign country, be subject to a reserve requirement (encaje).
2. Notwithstanding paragraph 1, the reserve requirement that the Central Bank of Chile can apply pursuant to Article 49 No 2 of Law 18.840, shall not exceed 30 percent of the amount transferred and shall not be imposed for a period which exceeds two years.
3. When applying measures under this Annex, Chile, as established in its legislation, shall not discriminate between investors of the other Party and investors of any non-Party with respect to transactions of the same nature.
ANNEX D. PUBLIC DEBT
1. The Parties recognise that the purchase of debt issued by a Party entails commercial risk. For greater certainty, no award shall be made in favour of a claimant for a claim under Chapter IV (Investor-State Dispute Settlement) with respect to default or non-payment of debt issued by a Party unless the claimant meets its burden of proving that such default or non-payment constitutes a breach of any obligation under Chapter III (Investment Protection).
2. No claim that a restructuring of debt issued by a Party breaches an obligation under Chapter III (Investment Protection) shall be submitted to, or if already submitted continue in, arbitration under Chapter IV (Investor-State Dispute Settlement) if the restructuring is a negotiated restructuring at the time of submission, or becomes a negotiated restructuring after that submission, except for a claim that the restructuring breaches Articles 5 (National Treatment) and 6 (Most-Favoured-Nation Treatment).
3. For the purposes of this Annex:
(a) "negotiated restructuring" means the restructuring or rescheduling of a debt instrument of a Party that has been effected through:
(i) a modification or amendment of that debt instrument, as provided for under its terms; or
(ii) a debt exchange or other similar process in which the holders of no less than 51 per cent of the current aggregate principal amount of the outstanding debt under that debt instrument have consented to the debt exchange or other process.
ANNEX E. SERVICE OF DOCUMENTS ON A PARTY UNDER CHAPTER IV (INVESTOR-STATE DISPUTE SETTLEMENT)
Chile
Notices and other documents in investment disputes under Chapter IV (Investor-State Dispute Settlement) shall be served on Chile by delivery to:
Undersecretariat for Foreign Affairs, Ministry of Foreign Affairs
Teatinos 180
Santiago
Chile
Switzerland
Notices and other documents in investment disputes under Chapter IV (Investor-State Dispute Settlement) shall be served on Switzerland by delivery to:
State Secretariat for Economic Affairs SECO
Holzikofenweg 36 3003
Bern
Switzerland
ANNEX F. COMPETENT AUTHORITIES FOR THE PURPOSES OF ARTICLE 31 (SPECIAL RULES REGARDING FINANCIAL SERVICES)
For the purposes of Article 31 (Special Rules Regarding Financial Services), ''competent authorities" means:
(a) for Switzerland, the Head of the Federal Department of Finance or his or her authorised representative;
(b) for Chile, the Undersecretary of the Ministry of Finance (Subsecretario de Hacienda).
ANNEX G. COMPETENT AUTHORITIES FOR THE PURPOSES OF ARTICLE 40 (TAXATION MEASURES)
For the purposes of Article 40 (Taxation Measures), "competent authorities" means:
(a) for Switzerland, the Head of the Federal Department of Finance or his or her authorised representative;
(b) for Chile, the Undersecretary of the Ministry of Finance (Subsecretario de Hacienda).
ANNEX H. PARIS AGREEMENT
In light of their commitments under the Paris Agreement under the United Nations Framework Convention on Climate Change, done at Paris on 12 December 2015 ("Paris Agreement"), the Parties reaffirm that they may adopt measures that are designed and applied to combat climate change, or address its present or future consequences, by means of mitigation, adaptation or otherwise.
When interpreting and applying the provisions of this Agreement, an arbitral tribunal should take due consideration of the commitments of the Parties under the Paris Agreement and their respective climate neutrality objectives, in a way that allows the Parties to pursue their respective climate change mitigation and adaptation policies.