11.3 Each Party shall, upon request by the other Party, promptly respond to specific questions from and provide information to the other Party with respect to matters referred to in Article 11.1.
11.4 Nothing in this Agreement shall require a Party to furnish or allow access to information, the disclosure of which would impede law enforcement, or otherwise be contrary to the public interest or to that Party's law, or which would prejudice legitimate commercial interests of particular juridical persons, public or private.
Chapter III. Investor Obligations
Article 12. Compliance with Laws
The Parties reaffirm their understanding and recognize that:
(i) Investors and their investments shall comply with all applicable laws, regulations, administrative guidelines and policies of a Party, concerning taxation and the establishment, acquisition, management, operation and disposition of investments.
(ii) Investors and their investments shall not, either prior to or after the establishment of an investment, offer, promise, or give any undue pecuniary advantage, gratification or gift whatsoever, whether directly or indirectly, to a public servant or official of a Party as an inducement or reward for doing or forbearing to do any official act or obtain or maintain other improper advantage nor shall be complicit in inciting, aiding, abetting, or conspiring to commit such acts.
(iii) A Party may require an investor of the other Party to provide information concerning the investment in question and the corporate history, for purposes of decision making in relation to that investment or solely for informational or statistical purposes. The Party shall protect confidential information from any disclosure that would prejudice the competitive position of the investor or its investment. This paragraph does not prevent a Party from otherwise obtaining or disclosing information in connection with the equitable and good faith application of its law.
Chapter IV. Settlement of Disputes between an Investor and a Party
Article 13. Scope and Definitions
13.1 Without prejudice to the rights and obligations of the Parties under Chapter V, this Chapter establishes a mechanism for the settlement of disputes between an investor and a Defending Party.
13.2 This Chapter shall only apply to a dispute between a Party and an investor of the other Party with respect to its investment, arising out of an alleged breach of an obligation of a Party under Chapter II of this Agreement, other than the obligation under Article 11 of this Agreement and the investment or the investor with respect to its investments has incurred loss or damage by reason of, or arising out of, that alleged breach.
13.3 A Tribunal constituted under this Chapter shall only decide claims in respect of a breach of this Agreement as set out in Chapter II, except under Article 11, and not disputes arising solely from an alleged breach of a contract between a Party and an investor. Such disputes shall only be resolved by the domestic courts or, when applicable, in accordance with the dispute resolution provisions set out in the relevant contract.
13.4 A tribunal constituted under this Chapter shall not have jurisdiction over a claim if the investment has been made through fraud, corruption, money laundering or other similar illegal mechanism, or if the investor with relation to its investment, has acted in a manner constituting fraud, corruption, money laundering or similar illegal mechanism.
13.5 In addition to other limits on its jurisdiction, a Tribunal constituted under this Chapter shall not have the jurisdiction to:
(i) review the merits of a decision made by a competent judicial authority of the Parties; or
(ii) accept jurisdiction over any claim that is or has been subject of an arbitration under Chapter V; or
(iii) determine the legality of a measure alleged to constitute a breach of this Agreement under the law of a Party.
13.6 A dispute between an investor and a Party shall proceed sequentially in accordance with this Chapter.
13.7 For the purposes of Chapter IV:
(i) "Defending Party" means a Party against which a claim is made under this Chapter;
(ii) "disputing party" means a Defending Party or a disputing investor;
(iii) "disputing parties" means a disputing investor and a Defending Party;
(iv) "disputing investor" means an investor of a Party that makes a claim against the other Party under Chapter IV on its own behalf or on behalf of the locally established enterprise through which an investment is made;
(v) "ICSID" means the International Centre for Settlement of Investment Disputes;
(vi) "ICSID Additional Facility Rules" means the Rules Governing the Additional Facility for the Administration of Proceedings by the Secretariat of the International Centre for Settlement of Investment Dispute;
(vii) "ICSID Convention" means the Convention on the Settlement of Investment Disputes between States and Nationals of other States, done at Washington on 18 March 1965;
(viii) "Non-disputing Party" means the Party to this Agreement which is not the Defending Party under Chapter IV;
(ix) "UNCITRAL Arbitration Rules" means the arbitration rules of the United Nations Commission on International Trade Law 2010.
Article 14. Proceedings Under Different International Agreements
Where claims are brought pursuant to this Chapter and another international agreement and:
(a) there is a potential for overlapping compensation; or
(b) the other international claim could have a significant impact on the resolution of the claim brought pursuant to this Chapter,
a Tribunal constituted under this Chapter shall, as soon as possible after hearing the disputing parties, stay its proceedings or otherwise ensure that proceedings brought pursuant to the other international agreement are taken into account in its decision, order or award.
Article 15. Third Party Funding Clause
Third Party funding of the investor in case of dispute is not permitted.
Article 16. Conditions Precedent to Submission of a Claim to Arbitration
16.1 In respect of a claim that the Defending Party has breached an obligation under Chapter II, in accordance with Article 13.2, a disputing investor must first submit its claim before the relevant domestic courts or administrative bodies of the Defending Party for the purpose of pursuing domestic remedies in respect of the same measure or same subject matter for which a breach of this Agreement is claimed. Such claim before the relevant domestic courts or administrative bodies of the Defending Party must be submitted within one (1) year from the date on which the disputing investor first acquired, or should have first acquired, knowledge of the measure in question and knowledge that the investment, or the disputing investor with respect to its investment, had incurred loss or damage as a result. For greater certainty, the aforementioned one (1) year limitation period shall only be relevant to an investor's rights or recourse under this Agreement and shall be without prejudice to any other statuary limitation period under applicable law of Defending Party that may apply to any other claim that the investor may be entitled to bring. For greater certainty, in demonstrating compliance with the obligation to pursue local remedies, the investor shall not assert that the obligation to pursue local remedies does not apply or has been met on the basis that the claim under this Agreement is by a different party or in respect of a different cause of action. Provided, however, that the requirement to pursue local remedies shall not be applicable if the disputing investor or the locally established enterprise can demonstrate that there are no available domestic legal remedies capable of reasonably providing any relief in respect of the same measure or same subject matter for which a breach of this Agreement is claimed by the disputing investor.
16.2 For the purposes of Article 16, local remedies shall be deemed to have been pursued for the purposes of being entitled to submit a notice of dispute, if no resolution that is satisfactory to the disputing investor has been reached after pursuing for at least a period of three years from the date the disputing investor acquired, or should have acquired, knowledge of the measure in question and knowledge that the investment, or the investor with respect to its investment, had incurred loss or damage as a result of the measure (or lesser period where available local remedies have been exhausted within such period), regardless of any pending appeal or other ongoing proceedings in the domestic courts or administrative bodies of the Defending Party. In such case, the disputing investor shall have the absolute right under Chapter IV to transmit a notice of dispute to the Defending Party.
16.3 The notice of dispute shall:
(i) specify the name and address of the disputing investor or the enterprise, where applicable;
(ii) set out the factual basis of the claim, including the measures at issue;
(iii) specify the provisions of the Agreement alleged to have been breached and any other relevant provisions;
(iv) demonstrate compliance with Article 16.1 and 16.2, where applicable;
(v) specify the relief sought and the approximate amount of damages claimed; and
(vi) furnish evidence establishing that the disputing investor is an investor of the Non-disputing Party.
(vii) specify complete details of the interest in investment including ownership control and economic rights for which the disputing investor claims to have suffered loss or damage as a result of the alleged breach, at all levels, over the period of time, since Investment was made including nature and date of creation of such interest. A disputing investor shall be deemed to have disclosed all details and should the Defending Party identify any material undisclosed information at a later point in time, the Defending Party shall withdraw the consent to arbitration as under Article 18 (Consent to arbitration) and the arbitration proceedings shall be terminated.
16.4 For no less than six (6) months after receipt of the notice of dispute, the disputing parties shall use their best efforts to try to resolve the dispute amicably through meaningful consultation, negotiation or other third-party procedures.
16.5 In the event that the disputing parties cannot settle the dispute amicably, a disputing investor may submit a claim to arbitration pursuant to this Agreement, but only if the following additional conditions are satisfied:
(i) not more than six (6) years have elapsed from the date on which the disputing investor first acquired, or should have first acquired, knowledge of the measure in question and knowledge that the disputing investor with respect to its investment, had incurred loss or damage as a result; or
(ii) where applicable, not more than twelve (12) months have elapsed from the conclusion of domestic proceedings pursuant to Article 16.1.
(iii) the disputing investor or the locally established enterprise have waived their right to initiate or continue before any administrative tribunal or court under the law of either Party, or other dispute settlement procedures, any proceedings with respect to the measure of the Defending Party that is alleged to be a breach referred to in Article 13.2.
(iv) In case of indirect Investment, a disputing investor may submit a claim under Chapter IV only if both the disputing investor and the legal entity of any other territory through which the investment has been made, waive their right to initiate or continue any proceeding, including under any other bilateral or multilateral investment treaty, with respect to the measure of the Defending Party that is alleged to be a breach referred to in Article 13.2. Such waivers shall be provided in writing to the Defending Party by the disputing investor and the legal entity of any other territory through which the investment has been made.
(v) where the claim submitted by the disputing investor is for loss or damage to an interest in an enterprise established in the territory of the other Party that is a juridical person that the disputing investor owns or controls, that enterprise has waived its right to initiate or continue before any administrative tribunal or court under the law of any Party, or other dispute settlement procedures, any proceedings with respect to the measure of the Defending Party that is alleged to be a breach referred to in Article 13.2.
(vi) At least 90 days before submitting any claim to arbitration, the disputing investor has transmitted to the Defending Party a written notice of its intention to submit the claim to arbitration ("notice of arbitration"). The notice of arbitration shall:
a. attach the notice of dispute and the record of its transmission to the Defending Party with the details thereof;
b. provide the consent to arbitration by the disputing investor, or where applicable, by the locally established enterprise, in accordance with the procedures set out in this Agreement;
c. provide the waiver as required under Article 16.5 (iii) or (iv), as applicable; provided that a waiver from the enterprise under Article 16.5 (iii) or (iv) shall not be required where the Defending Party has deprived the disputing investor of control of the enterprise;
d. specify the name of the arbitrator appointed by the disputing investor.
Article 17. Submission of Claim to Arbitration
17.1 A disputing investor who meets the conditions precedent provided for in Article 16 may submit the claim to arbitration under:
(a) The ICSID Convention, provided that both the Parties are full members of the Convention; or
(b) the Additional Facility Rules of ICSID, provided that either Party, but not both, is a member of the ICSID Convention; or
(c) the UNCITRAL Arbitration Rules.
17.2 The applicable arbitration rules shall govern the arbitration except to the extent modified by this Chapter, and supplemented by any subsequent rules adopted by the Parties.
17.3 A claim is submitted to arbitration under this Chapter when
(a) the request for arbitration under paragraph (1) of Article 36 of the ICSID Convention is received by the Secretary-General of ICSID; or
(b) the notice of arbitration under Article 2 of Schedule C of the ICSID Additional Facility Rules is received by the Secretary-General of ICSID; or
(c) the notice of arbitration given under the UNCITRAL Arbitration Rules is received by the Defending Party.
17.4 Delivery of the notice of dispute, the notice of arbitration and other documents to a Party shall be made to the Designated Representative for each Party.
Article 18. Consent to Arbitration
Each Party consents to the submission of a claim to arbitration in accordance with the terms of this Agreement.
Article 19. Appointment of Arbitrators
19.1 The arbitral Tribunal shall consist of three arbitrators with relevant expertise or experience in public international law, international trade and international investment law, or the resolution of disputes arising under international trade or international investment agreements. They shall be independent of, and not be affiliated with or take instructions from a disputing party or the government of a Party with regard to trade and investment matters. Arbitrators shall not take instructions from any organisation, government or disputing party with regard to matters related to the dispute.
19.2 The arbitrators appointed by each party may be nationals of the Parties or of countries with which both Parties maintain diplomatic relations.
19.3 One arbitrator shall be appointed by each of the disputing parties and the third arbitrator ("Presiding Arbitrator") shall be appointed by agreement of the co-arbitrators and the disputing parties.
19.4 If a Tribunal has not been constituted within one hundred twenty (120) days from the date that a Claim is submitted to arbitration under this Article, the appointing authority under this Chapter shall be:
(a) in case of an arbitration submitted under the ICSID Convention or the ICSID Additional Facility Rules, the Secretary-General of ICSID;
(b) in case of an arbitration submitted under the UNICTRAL Rules, the Secretary-General of the Permanent Court of Arbitration;
Provided that if the appointing authority referred to in-sub paragraphs (a) or (b) is a national of a Party or a national of a non-Party that does not maintain diplomatic relations with either Party, or otherwise prevented from discharging the said function, the Deputy Secretary-General of the relevant centre or court shall be invited to make the appointment.
19.5 The appointing authority shall appoint in her/his discretion and after consultation with the disputing parties, the arbitrator or the arbitrators not yet appointed.
19.6 Subject to the rights of the disputing parties provided for in this Chapter to choose a national of each Party as an arbitrator, all arbitrators referred to under this Chapter shall be nationals of states having diplomatic relations with both Parties.
Article 20. Prevention of Conflict of Interest of Arbitrators and Challenges
20.1 Every arbitrator appointed to resolve disputes under this Agreement shall during the entire arbitration proceedings be impartial, independent and free of any actual or potential conflict of interest.
20.2 Upon nomination and, if appointed, every arbitrator shall, on an ongoing basis, disclose in writing any circumstances that may, in the eyes of the disputing parties, give rise to doubts as to her/his independence, impartiality, or freedom from conflicts of interest. This includes any relevant circumstances pertaining to the subject matter of the dispute that will create a conflict of interest, and to existing or past, direct or indirect, financial, personal, business, or professional relationships with any of the parties, legal counsel, representatives, witnesses, or coarbitrators. Such disclosure shall be made immediately upon the arbitrator acquiring knowledge of such circumstances, and shall be made to the co-arbitrators, the parties to the arbitration and the appointing authority, if any, making an appointment. Neither the ability of those individuals or entities to access this information independently, nor the availability of that information in the public domain, will relieve any arbitrator of his or her affirmative duty to make these disclosures. Doubts regarding whether disclosure is required shall be resolved in favour of such disclosure.
20.3 The arbitrators shall:
(a) have experience or expertise in public international law, international investment rules, or in dispute settlement derived from international investment agreements;
(b) be independent from the Parties and the disputing investor, and not be affiliated with or receive instructions from any of them;
(c) not take instructions from any organisation or government with regard to matters before the Tribunal for which they are appointed;
(d) avoid creating an appearance of bias and not be influenced by self-interest, outside pressure, political considerations, public clamour, loyalty to a Party, disputing party or any other person involved or participating in the proceeding, fear of criticism or financial, business, professional, family or social relationships or responsibilities;
(e) not, directly or indirectly, incur any obligation, or accept any benefit, enter into any relationship, or acquire any financial interest that would in any way interfere, or appear to interfere, with the proper performance of their duties, or that is likely to affect their impartiality;
(f) not use their position as a member of the Tribunal to advance any personal or private interests and avoid actions that may create the impression that others are in a special position to influence them;
(g) perform their duties thoroughly and expeditiously throughout the course of the proceeding, and with fairness and diligence; and
(h) avoid engaging in ex parte contacts concerning the proceeding; and
(i) consider only those issues raised in the proceeding and which are necessary for a decision or award and not delegate this duty to any other person.
20.4 A disputing party may challenge an arbitrator appointed under this Agreement:
(a) if facts or circumstances exist that may, in the eyes of the parties, give rise to justifiable doubts as to the arbitrator's independence, impartiality or freedom from conflicts of interest; or
(b) in the event that an arbitrator fails to act or in the event of the de jure or de facto impossibility of the arbitrator performing his or her functions,
Provided that no such challenge may be initiated after fifteen days of that party: (i) learning of the relevant facts or circumstances through a disclosure made under Article 20.2 by the arbitrator, or (ii) otherwise becoming aware of the relevant facts or circumstances relevant to a challenge under Article 20.4, whichever is later.
20.5 The notice of challenge shall be communicated to the disputing party, to the arbitrator who is challenged, to the other arbitrators and to the appointing authority under Article 19.4. The notice of challenge shall state the reasons for the challenge.
20.6 When an arbitrator has been challenged by a disputing party, all disputing parties may agree to the challenge. The arbitrator may also, after the challenge, withdraw from his or her office. In neither case does this imply acceptance of the validity of the grounds for the challenge.
20.7 If, within 15 days from the date of the notice of challenge, the disputing parties do not agree to the challenge or the challenged arbitrator does not withdraw, the disputing party making the challenge may elect to pursue it. In that case, within 30 days from the date of the notice of challenge, it shall seek a decision on the challenge by the appointing authority as specified under Article 19.4.
20.8 The appointing authority as specified under Article 19.4 shall accept the challenge made under Article 20.4 if, even in the absence of actual bias, there are circumstances that would give rise to justifiable doubts as to the arbitrator's lack of independence, impartiality, freedom from conflicts of interest, or ability to perform his or her role, in the eyes of an objective third party.
20.9 In any event where an arbitrator has to be replaced during the course of the arbitral proceedings, a substitute arbitrator shall be appointed or chosen pursuant to the procedure provided for in this Agreement and the arbitration rules that were applicable to the appointment or choice of the arbitrator being replaced. This procedure shall apply even if during the process of appointing the arbitrator to be replaced, a disputing party to the arbitration had failed to exercise its right to appoint or to participate in the appointment.
20.10 If an arbitrator is replaced, the proceedings may resume at the stage where the arbitrator who was replaced ceased to perform his or her functions unless otherwise agreed by the disputing parties.
20.11 A justifiable doubt as to an arbitrator's independence or impartiality or freedom from conflicts of interest shall be deemed to exist on account of the following factors, including if:
(a) The arbitrator or her/his associates or relatives have an interest in the outcome of the particular arbitration;
(b) The arbitrator is or has been a legal representative/advisor of the appointing party or an affiliate of the appointing party in the preceding three (3) years prior to the commencement of arbitration;
(c) The arbitrator is a lawyer in the same law firm as the counsel to one of the parties;
(d) The arbitrator is acting concurrently with the lawyer or law firm of one of the parties in another dispute;
(e) The arbitrator's law firm is currently rendering or has rendered services to one of the parties or to an affiliate of one of the parties out of which such law firm derives financial interest;
(f) The arbitrator has received a full briefing of the merits or procedural aspects of the dispute from the appointing party or her/his counsel prior to her/his appointment;
(g) The arbitrator is a manager, director or member of the governing body, or has a similar controlling influence by virtue of shareholding or otherwise in one of the parties;
(h) The arbitrator has publicly advocated a fixed position regarding an issue on the case that is being arbitrated.
20.12 The Parties shall by mutual agreement and after completion of their respective procedures adopt a separate code of conduct for arbitrators to be applied in disputes arising out of this Agreement, such as the UNCITRAL Code of Conduct for Arbitrators for International Investment Dispute Resolutions (2023), which may replace or supplement the existing rules in application and may address topics such as disclosure obligations, the independence and impartiality of arbitrators and confidentiality.
Article 21. Conduct of Arbitral Proceedings
21.1 Unless otherwise agreed by the disputing parties, the Tribunal may determine a place for meetings and hearings and the legal seat of arbitration. In doing so, the Tribunal shall take into consideration the convenience of the disputing parties and the arbitrators, the location of the subject matter, the proximity of the evidence, and provided that if the determined location is in the territory of a non-Party, it shall be a non- Party with which both Parties have diplomatic relations.
21.2 When considering matters of evidence or production of documents, the Tribunal shall not have any powers to compel production of documents or the furnishing of information which the Defending Party claims are protected from disclosure under the rules on confidentiality or privilege under its law or in accordance with Article 33 (Essential Security Exceptions).
Article 22. Dismissal of Frivolous Claims
22.1 Without prejudice to a Tribunal's authority to address other objections, a Tribunal shall address and decide as a preliminary question any objection by the Defending Party that a claim submitted by the disputing investor is:
(a) not within the scope of the Tribunal's jurisdiction, or
(b) manifestly without legal merit or unfounded as a matter of law.
22.2 Such objection shall be submitted to the Tribunal as soon as possible after the Tribunal is constituted, and in no event later than the date the Tribunal fixes for the Defending Party to submit its counter-memorial (or, in the case of an amendment to the notice of arbitration, the date the Tribunal fixes for the Defending Party to submit its response to the amendment).
22.3 On receipt of an objection under this Article, the Tribunal shall suspend any proceedings on the merits, establish a schedule for considering the objection consistent with any schedule it has established for considering any other preliminary question and issue a decision or award on the objection, stating the grounds thereof. In deciding an objection under this Article, the Tribunal shall assume to be true the claimant's factual allegations in support of any claim in the notice of arbitration ( or any amendment thereof). The Tribunal may also consider any relevant facts not in dispute.
22.4 The Tribunal shall issue an award under this Article no later than 150 days after the date of the receipt of the request under Article 22.2. However, if a Defending Party requests a hearing, the Tribunal may take an additional 30 days to issue the decision or award.
22.5 The Defending Party does not waive any objection as to competence or any argument on the merits merely because the Defending Party did or did not raise an objection or make use of the expedited procedure set out this Article.
22.6 When it decides on a preliminary objection by a Defending Party under this Article, the Tribunal may, if warranted, award to the prevailing Defending Party reasonable costs and attorneys' fees incurred in submitting or opposing the objection. In determining whether such an award is warranted, the Tribunal shall consider whether either the claim by the disputing investor or the objection by the Defending Party was frivolous, and shall provide the disputing parties a reasonable opportunity to present their cases.
Article 23. Transparency In Arbitral Proceedings
23.1 Subject to Article 33 (Essential Security Exceptions), applicable law of the defending party regarding protection of confidential information, and the mutual written agreement of the disputing parties, the Defending Party may make available, to the extent possible, to the public the following documents relating to a dispute under this Chapter:
a. the notice of dispute and the notice of arbitration;
b. pleadings and other written submissions on jurisdiction and the merits submitted to the Tribunal, including submissions by a Nondisputing Party;
c. Transcripts of hearings, where available; and
d. decisions, orders and awards issued by the Tribunal.
23.2 Hearings for the presentation of evidence or for oral argument ("hearings") shall, subject to the written consent of the Defending Party, and to the extent possible, be made public in accordance with the following provisions:
a. Where there is a need to protect confidential information or protect the safety of participants in the proceedings, the Tribunal shall make arrangements to hold in private that part of the hearing requiring such protection.
b. The Tribunal shall make logistical arrangements to facilitate public access to hearings, including by organizing attendance through video links or such other means as it deems appropriate. However, the arbitral tribunal may, after consultation with the disputing parties, decide to hold all or part of the hearings in private where this becomes necessary for logistical reasons, such as when the circumstances render any original arrangement for public access to a hearing infeasible.
23.3 Subject to the mutual written agreement of the disputing parties, (i) an award of a Tribunal rendered under this Chapter shall be publicly available, subject to the redaction of confidential information; and (ii) where a Defending Party determines that it is in the public interest to do so and notifies the Tribunal of that determination, all other documents submitted to, or issued by, the Tribunal shall also be publicly available, subject to the redaction of confidential information.
Article 24. Burden of Proof and Governing Law
24.1 The disputing investor at all times bears the burden of establishing: (a) jurisdiction; (b) the existence of an obligation under Chapter II of this Agreement, other than the obligation under Article 11; (c) a breach of such obligation; ( d) that the investment, or the investor with respect to its investment, has suffered actual and non-speculative losses as a result of the breach; and (e) that those losses were directly caused by the breach.
24.2 The governing law for interpretation of this Agreement by a Tribunal constituted under this Article shall be: (a) this Agreement; (b) the general principles of public international law as reflected in the Vienna Convention on the Law of Treaties, 1969 relating to the interpretation of treaties, including the presumption of consistency between international treaties to which the Parties are party; and (c) for matters relating to domestic law, the law of the Defending Party. For greater certainty, in determining matters relating to domestic law including the consistency of a measure with this Agreement, the Tribunal may consider, as appropriate, the domestic law of the Defending Party as a matter of fact. In doing so, the Tribunal shall follow the prevailing interpretation given to the domestic law by the courts or authorities of that Party and any meaning given to domestic law by the Tribunal shall not be binding upon the courts or the authorities of that Party.
Article 25. Joint Interpretations
25.1 Interpretations of specific provisions and decisions on application of this Agreement issued subsequently by the Parties in accordance with this Agreement shall be binding on tribunals established under this Chapter upon issuance of such interpretations or decisions.
25.2 In accordance with the Vienna Convention of the Law of Treaties, 1969 and customary international law, other evidence of the Parties subsequent agreement and practice regarding interpretation or application of this Agreement shall constitute authoritative interpretations of this Agreement and must be taken into account by tribunals under this Chapter.
Article 26. Expert Reports
Without prejudice to the appointment of other kinds of experts where authorized by the applicable arbitration rules, and unless the disputing parties disapprove, a Tribunal may appoint experts to report to it in writing on any factual issue concerning environmental, health, safety, technical or other scientific matters raised by a disputing party, subject to such terms and conditions as the disputing parties may agree.
Article 27. Award
27.1 An award shall include a judgement as to whether there has been a breach by the Defending Party of any rights conferred under this Agreement in respect of the disputing investor and its investment and the legal basis and the reasons for its decisions.
27.2 The arbitral tribunal shall reach its decision by a majority of votes. Such decision shall be final and binding on both disputing parties to the arbitration.
27.3 A tribunal can only award monetary compensation for a breach of the obligations under Chapter II of the Agreement. Such compensation shall not be greater than an amount determined by the Tribunal with reference to actual loss suffered by the investor ( excluding incidental and consequential damages including future profits, and assets excluded from the scope of this Agreement). For greater certainty, such compensation shall be reduced by any prior damages or compensation already provided by a Party. For the calculation of monetary damages, the Tribunal shall also reduce the damages to take into account any restitution of property or repeal or modification of the measure, or other mitigating factors. (10)