i, be present at the substantive meetings of the Tribunal with the parties to the dispute preceding, except for portions of such meetings when confidential information designated as such by the Party that submitted it is discussed;
ii. make a written submission prior to the first oral hearing; and
iii. make an oral presentation to the Tribunal at the first oral hearing;
provided that it has informed the Tribunal no later than [30 days] after the establishment of the Tribunal of its desire to participate in the proceedings.
3. The Tribunal shall have the authority to accept and consider written amicus curiae submissions from a person or entity that is not a disputing Party, provided that the Tribunal has determined that they are directly relevant to the factual and legal issues under consideration. The Tribunal shall ensure an opportunity for the parties to the dispute, and to the other Party, to submit comments on the written amicus curiae observations.
4. The Tribunal shall reflect submissions from the other Party and from amicus curiae in its report.
Article 19. TRANSPARENCY OF PROCEEDINGS
1. All documents submitted to, or issued by, the Tribunal shall immediately be made publicly available by the Tribunal.
2. When submitting information to the Tribunal, a Party to the dispute may designate specific information as confidential if the information
i, is not generally known or accessible to the public, and
ii. if disclosed would cause or threaten to cause prejudice to an essential interest of any individual or entity, or to the interest of a Party.
Such information shall be treated as confidential and shall only be made available to the parties to the dispute and to the other Party.
3. If another Party objects to the designation of information as confidential, the Tribunal shall decide if the designation meets the above mentioned criteria. If the Tribunal considers that the information does not meet the criteria, the Party submitting the information may
i, withdraw the information, or
ii. withdraw the designation of the information as confidential.
4. The Tribunal shall conduct hearings open to the public and shall determine, in consultation with the disputing parties, the appropriate logistical arrangements.
Part B.. DISPUTES BETWEEN THE PARTIES
Article 20. DISPUTES BETWEEN THE PARTIES
1. Any dispute between the Parties concerning the interpretation or application of this Agreement shall, whenever possible, be settled amicably through consultations in the Joint Committee.
2. If the Parties are unable to reach a mutually satisfactory resolution of a matter through consultations, they may have recourse to good offices or to mediation or conciliation under such rules and procedures as they may agree.
3. A Party may not initiate arbitration against the other Party under paragraph 4 of this Article unless the former Party has requested consultations and has afforded the other Party a consultation period of no less than 60 days after the date of the receipt of the tequest.
4. Either Party that has complied with the consultation requirement of paragraphs 2 and 3 of this Article, may submit a dispute between them as to whether one of them has acted in contravention of this Agreement to final and binding arbitration in accordance with the Permanent Court of Arbitration Optional Rules for Arbitrating Disputes between Two States, as in effect on the date of this Agreement.
5. The place of the arbitration proceedings shall be The Hague, The Netherlands.
6. The language to be used in the arbitral proceedings shall be English.
7. The appointing authority shall be the Secretary General of the Permanent Court of Arbitration.
8. Nothing in the present Article impairs the right of the Parties to agree at any time to settle a dispute between them concerning the interpretation or application of this Agreement by any peaceful means of their own choice.
Article 21. TRANSPARENCY OF PROCEEDINGS
1. All documents submitted to, or issued by, the Tribunal shall be made publicly available by the International Bureau of the Permanent Court of Arbitrations, except for confidential information contained therein.
2. The Tribunal shall conduct hearings open to the public and shall determine, in consultation with the disputing parties, the appropriate logistical arrangements. The arbitral tribunal, after hearing the parties, may decide to close the hearings wholly or partially.
3. The Tribunal shall have the authority to accept and consider written amicus curiae submissions from a person or entity that is not a disputing Party, provided that the tribunal has determined that they are directly relevant to the factual and legal issues under consideration.
4. When submitting information to the Tribunal, a Party may designate specific information as confidential if the information
i, is not generally known or accessible to the public, and
ii. if disclosed would cause or threaten to cause [serious] prejudice to an essential interest of any individual or entity [lawfully in control of the information]
Such information shall not be disclosed and be treated in accordance with procedures to be established by the Tribunal for each particular case.
5. If another Party objects to the designation of information as confidential, the Tribunal shall decide if the designation meets the above mentioned criteria. If the Tribunal considers that the information does not meet the criteria, the Party submitting the information may
i, withdraw the information, or
ii. withdraw the designation of the information as confidential
Part C. SUBROGATION
Article 22. SUBROGATION
1. If the investments of an investor are insured against non-commercial risks, any subrogation of the claims of the investor pursuant to this Agreement, shall be recognized by the other Party.
2. Disputes between a Party and an insurer shall be settled in accordance with the provisions of [Annex C] of this Agreement.
Section 4. INSTITUTIONAL PROVISIONS
Article 23. THE JOINT COMMITTEE
1. The Parties hereby establish a Joint Committee composed of representatives of the Parties.
2. The Joint Committee shall meet whenever necessary. Each Party may request at any time, through a notice in writing to the other Party, that a meeting of the Joint Committee be held. The request shall provide sufficient information to understand the basis for the request, including, where relevant, identification of issues in dispute. Such a meeting shall take place within 60 days of receipt of the request, unless the Parties agree otherwise.
3. The Joint Committee shall:
i. supervise the implementation of this Agreement;
ii. in accordance with Article [Disputes between the Parties], endeavour to resolve disputes that may arise regarding the interpretation or application of this Agreement;
iii. review the possibility of further removal of barriers to investment;
iv. where relevant, suggest to the Parties ways to enhance and promote investment action;
v. review investments covered by this Agreement;
vi. review case-law of investment arbitration tribunals relevant to the implementation of this Agreement;
vii. oversee the further elaboration of this Agreement;
viii. where relevant, discuss issues related to corporate social responsibility, the preservation of the environment, public health and safety, the goal of sustainable development, anticorruption, employment and human rights, and
ix. consider any other matter that may affect the operation of this Agreement
4. Where appropriate, the Joint Committee may:
i. decide to amend the Agreement, as set forth in Article [Amendments]; and
ii. interpret this Agreement, bearing in mind that this competence shall not be used to undermine the amendment provisions of Article [Amendments]. The Joint Committee should refrain from adopting interpretations of provisions already submitted to a Tribunal in a dispute between a Party and an Investor of the other Party.
5. The Joint Committee may take decisions as provided for in this Agreement. On other matters the Joint Committee may make recommendations. Decisions and recommendations shall be made by consensus.
6. The Joint Committee shall establish its rules of procedure.
Section 5. EXCEPTIONS
Article 24. GENERAL EXCEPTIONS
Subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between investments or between investors, or a disguised restriction on international [trade or] investment, nothing in this Agreement shall be construed to prevent a Party from adopting or enforcing measures necessary:
i, to protect public morals or to maintain public order;
ii. to protect human, animal or plant life or health;
iii. to secure compliance with laws and regulations that are not inconsistent with the provisions of this Agreement;
iv. for the protection of national treasures of artistic, historic or archaeological value; or
v. for the protection of the environment
Article 25. PRUDENTIAL REGULATION
Notwithstanding any other provisions of this Agreement, a Party shall not be prevented from taking measures for prudential reasons, including for the protection of investors, depositors, policy holders or persons to whom a fiduciary duty is owed by a financial service supplier, to ensure the integrity and stability of the financial system, or to enhance market competition, including ownership control and limitation.
Where such measures do not conform with the provisions of the Agreement, they shall not be used as a means of avoiding the Party's commitments or obligations under the Agreement.
Article 26. SECURITY EXCEPTIONS
Nothing in this Agreement shall be construed:
i, to require any Party to furnish any information, the disclosure of which it considers contrary to its essential security interests; or
ii. to prevent any Party from taking any action which it considers necessary for the protection of its essential security interests:
(a) relating to investment in defence and security sector[s];
(b) relating to fissionable and fusionable materials or the materials from which they are derived;
(c) taken in time of war or other emergency in international relations; or
iii. to prevent any Party from taking any action in pursuance of its obligations for the maintenance of international peace and security, including under the United Nations Charter.
Article 27. CULTURAL EXCEPTIONS
The provisions of this Agreement shall not apply to a Partyâs laws and measures specifically designed to preserve and promote linguistic and cultural diversity, cultural and audiovisual policy, as well as rights and obligations of the Parties under international agreements and national laws and measures relating to copyright and related rights.
Article 28. TAXATION
1. Nothing in this Agreement shall affect the imposition, enforcement or collection of direct or indirect taxes imposed by a Party.
2. Nothing in this Agreement shall create any right to any benefit under an agreement for the avoidance of double taxation concluded by a Party.
3. Any dispute as to whether paragraphs 1 and 2 apply, may only be brought before the Competent Tax Authorities of the Parties according to the procedure of Article [The Joint Committee] or the national courts or appeal organs of a Party, and shall not be covered by Section [Dispute Settlement Provisions] of this Agreement.
4. If the Competent Tax Authority of one of the Parties, after the procedure of Article [The Joint Committee] has been completed, does not agree that paragraph 1 above apply, but takes the position that the case should be considered under Article [Expropriation], then the dispute shall be covered by [Section [Dispute Settlement Provisions] of this Agreement. ]
Section 6. FINAL PROVISIONS
Article 29. RELATION TO OTHER INTERNATIONAL AGREEMENTS
The provisions of this Agreement shall be without prejudice to the rights and obligations of the Parties under other international agreements.
Article 30. REGIONAL AND LOCAL GOVERNMENT
Each Party is fully responsible for the observance of all obligations and commitments under this Agreement by its respective regional and local governments and authorities, and by non- governmental bodies in the exercise of governmental powers delegated to them by central, regional and local governments or authorities.
Article 31. TRANSPARENCY
1. The Parties shall publish their laws, or otherwise make publicly available their laws, regulations and administrative rulings and judicial decisions of general application-as well as their respective international agreements that may affect the operation of this Agreement.
2. The Parties shall promptly respond to specific questions and provide, upon request, information to each other on matters referred to in paragraph 1.
Article 32. CORPORATE SOCIAL RESPONSIBILITY
The Parties agree to encourage investors to conduct their investment activities in compliance with the OECD Guidelines for Multinational Enterprises and to participate in the United Nations Global Compact.
Article 33. AMENDMENTS
1. Amendments to this Agreement, decided by the Joint Committee in accordance with Article [Joint Committee], shall be subject to ratification, acceptance or approval by the Parties.
2. Amendments shall enter into force on the first day of the third month following the date of receipt of the last notification by a Party informing the other Party that its internal constitutional requirements have been fulfilled.
Article 34. ENTRY INTO FORCE
1. This Agreement is subject to ratification, acceptance or approval.
2. This Agreement shall enter into force on the first day of the third month following the receipt of the last notification informing the other Party that the internal constitutional requirements have been fulfilled.
Article 35. DURATION AND TERMINATION
1. Each Party to this Agreement may, by means of a written notification to the other Party, terminate this Agreement. The termination shall take effect on the first day of the [X] month after the date on which the notification was received by the other Party.
2. In respect of investments made prior to the date of termination of this Agreement, the provisions of this Agreement shall remain in force for a further period of fifteen years from that date.
Conclusion
IN WITNESS WHEREOF the undersigned, being duly authorised thereto, have signed this Agreement.
Done at ....... , this... of ww. 200x in duplicate [in the English, Norwegian and [XXX] languages, all texts being equally authentic. In case of divergence of interpretation, the English text shall prevail.
For the For the Kingdom of Norway
A. RESERVATIONS/EXCEPTIONS FROM NATIONAL TREATMENT
1. A Party may, at any time, remove in whole or in part its reservations set out in this Annex by written notification to the other Party.
2. A Party may, at any time, incorporate a new reservation into this Annex, or amend an existing reservation, provided that the Party has offered compensatory adjustments that maintain the overall level of commitments of that Party under this Agreement as it existed immediately prior to the modification:
i, A Party shall notify its intent to modify its list of reservations to the other Party and at the same time suggest appropriate compensatory adjustments. The Joint Committee shall immediately be seized of the matter. Where the Joint Committee approves the modifications, they shall enter into force [3 months] after the decision by the Joint Committee.
ii. Where the Joint Committee has not made a decision within [6 months] of receipt of the notification by the modifying Party, the modification shall take effect. In such circumstances, the other Party may withdraw concessions equivalent to the modification within [6 months] thereafter.
3. A modification pursuant to this Article may not impose on an investor a requirement to sell or otherwise dispose of an investment in the territory of the Party.
B.
ANNEX B
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Draft version 191207
Section SECTION I â SCOPE AND APPLICATION ......cccccsesssssesestesessesssssesssesesssssesssesesssesessseseseaes 3 SCOPE Iccccsecssscsssssssecesssseecsscessesssscsesssssscsssssseessssessessescessesascesessaeecsssssseesseces Assess Cas Sssanesesesees 3 Definitions 0... Ssccsessesessscessessscsssssssecsssssseessessssesssscessesssscsessaessseseseeses Ces Sesssecessssaeonees 3
Section 2. TREATMENT AND PROTECTION OF INVESTORS AND
INVESTMENTS .....cscssssssssssssssssscssscscesssssessecsssseseesssssssssssssssssssssssssessssssssssssssssssessesessssseesesenees 5 National Treatment... 5 Most-Favoured-Nation Treatment. a) General Treatment and Protection. 6 Expropriation... seeeeee 6 Compensation for losses.. wT Performance Requirements . wT Transfer .....esceccessseeeosees 9 Key Personnel .............. 10 Not Lowering Standards.. 10 Right to regulate 0... ecsceserssecsessseeecseseseeeeees 10
Section 3. DISPUTE SETTLEMENT PROVISIONS .. 12 Non-Retroactive Application ......ccssssseseeeees 12 Governing LAW... Cscscseesceesesssecnssssesecsesesseesescessenees 12
A. disputes between a party and an investor of the other party .. Disputes between a Party and an Investor of the other Party..
Additional Procedural Issues... ssssesssseecsessssenescenees 14 the Awattd ccc 14 Participation in the proceedings 0... iscssssctesssseestscessessescesseesscsssssssecsesesseesescasseesee ces 14
Transparency of Proceedings B. Disputes Between the Parties tee Disputes between the Parties.........csscsssssssssesesessesessesssssesessssnssessessssesssssesssssessesseses Transparency of Proceedings C. Subrogation
Subrogation
Section 4. INSTITUTIONAL PROVISIONS .......cccsssssssssssssssssssssssssssssssssssssesesessseeees 18 the Joint Committee Tee
Section 5. EXCEPTIONS. .....ccccssssssssssssssscsssssssssssssssssssssssssssssssssssssssssssssesesssssseseseessseees 20 General Exceptions .....ccccscssscsscesesssscssssssescsesssseecsessssessescessesasecessssaeecseseseessesaseeses Canes 20 Prudential Regulation... 20 Security Exceptions.. Ww 21 Cultural Exceptions.. Ww 21 Taxation....ccssccsssseseserssessnees 21
Section 6. FINAL PROVISIONS............4 1 23 Relation to other International Agreements .. 1 23 Regional and Local Government.............. 1 23 TLaNSPaLENCy Os Scsseccreresecreree 1 23 Corporate Social Responsibility. 24Amendment.........cscsssecseeee
Draft version 191207
AMNMEK Cocccscccsesescsesescsesesssesescsssesssesssssesssssssessssssssseseessssesssssessssssessesessssseesssseesseseeseeseesesseeses 28 Disputes between a Contracting Party and an insurer in accordance with Article [Subrogation] of this Agreement... ssscsesssseecsscessessscessesenecsssesseessesesssessscasseeeeeces 28
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