(c) to ensure compliance with laws or regulations which are not inconsistent with the provisions of this Agreement including those relating to:

(i) the prevention of deceptive and fraudulent practices or to deal with the effects of a default on contracts;

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

(iii) safety.

Article 16. SECURITY EXCEPTION

1. Nothing in this Agreement shall be construed:

(a) to require a Party to furnish or allow access to any information the disclosure of which it considers contrary to its essential security interests; or

(b) to prevent a Party from taking an action which it considers necessary for the protection of its essential security interests:

(i) connected to the production of or traffic in arms, ammunition and implements of war and to such traffic and transactions in other goods and materials, services and technology, and to economic activities, carried out directly or indirectly for the purpose of supplying a military establishment;

(ii) relating to fissionable and fusionable materials or the materials from which they are derived; or

(iii) taken in time of war or other emergency in international relations; or

(c) to prevent a Party from taking any action in pursuance of its obligations under the Charter of the United Nations for the purpose of maintaining international peace and security.

Article 17. TEMPORARY SAFEGUARD MEASURES

1. Where a Party experiences serious balance of payments or external financial difficulties, or threat thereof, it may adopt or maintain restrictive measures with regard to transfers. Such measures shall:

(a) be consistent with other international obligations of the Party, and with the Articles of the Agreement of the International Monetary Fund;

(b) not exceed those necessary to deal with the difficulties addressed under this paragraph;

(c) be temporary and phased out progressively;

(d) avoid unnecessary damage to the commercial, economic and financial interests of the other Party; and

(e) be non-discriminatory compared to third countries in like situations.

2. A Party maintaining or having adopted measures referred to in this paragraph shall promptly notify them to the other Party.

Article 18. REGIONAL ECONOMIC INTEGRATION ORGANISATION CLAUSE

1. Nothing in this Agreement shall prevent a Party from exercising its rights and fulfilling its obligations deriving from its membership in any existing or future economic integration agreement, such as free trade area, customs union, common market, economic and monetary union, or as to oblige a Party to extend to the investors of the other Party and to their covered investments, the benefits of any treatment, preference or privilege by virtue of its membership or participation in such economic integration agreement.

Section 3. SUSTAINABLE DEVELOPMENT

Article 19. CORPORATE SOCIAL RESPONSIBILITY, RESPONSIBLE BUSINESS CONDUCT AND MEASURES AGAINST CORRUPTION

1. The Parties recognise the importance of investors implementing due diligence in order to identify and address adverse impacts, such as on the environment and labour conditions, in their operations, their supply chains and other business relationships, The Parties shall promote the uptake by enterprises and investors of corporate social responsibility or responsible business practices with a view to contributing to sustainable development and responsible investment.

2. The Parties shall support the dissemination and use of relevant internationally agreed instruments that have been endorsed or are supported by the Parties, such as the UN Global Compact, the UN Guiding Principles on Business and Human Rights, the ILO Tripartite Declaration of Principles concerning Multinational Enterprises and Social The Parties shall support the dissemination and use of relevant internationally agreed instruments that have been endorsed or are supported by the Parties, such as the UN Global Compact, the UN Guiding Principles on Business and Human Rights, the ILO Tripartite Declaration of Principles concerning Multinational Enterprises and Social Policy, and the OECD Guidelines for Multinational Enterprises and related due diligence guidance.

3. The Parties agree to exchange information as well as best practices on issues covered by this article, including on possible ways to facilitate the uptake by enterprises and investors of corporate social responsibility and responsible practices.

4. Each Party shall ensure that measures and efforts are undertaken to prevent and combat corruption regarding matters covered by this Agreement in accordance with its laws and regulations.

Article 20. INVESTMENT AND ENVIRONMENT

1. The Parties recognise the right of each Party to determine its sustainable development policies and priorities, to establish the levels of domestic environmental protection it deems appropriate, and to adopt or modify its environmental laws and policies. Such levels, laws and policies shall be consistent with each Party?s commitments to internationally recognised standards and agreements on environmental protection.

2. A Party shall not weaken or reduce the levels of protection afforded in its environmental laws in order to encourage investment.

3. A Party shall not waive or otherwise derogate from, or offer to waive or otherwise derogate from such legislation as an encouragement for an investment in its territory.

3. Each Party shall effectively implement the multilateral environmental agreements, protocols and amendments that it has ratified.

Article 21. INVESTMENT AND CLIMATE CHANGE

1. The Parties recognise the importance of taking urgent action to combat climate change and its impacts, and the role of investment in pursuing this objective, consistent with the United Nations Framework Convention on Climate Change (UNFCCC), the purpose and goals of the Paris Agreement adopted by the Conference of the Parties to the UNFCCC at its 21st session (?the Paris Agreement?), and with other Multilateral Environmental Agreements and multilateral instruments in the area of climate change.

2. Each Party shall:

(a) effectively implement the UNFCCC and the Paris Agreement adopted thereunder, including its commitments with regard to its Nationally Determined Contributions;

(b) promote investment of relevance for climate change mitigation and adaptation; including investment concerning climate friendly goods and services, such as renewable energy, low-carbon technologies and energy efficient products and services, and by adopting policy frameworks conducive to deployment of climate-friendly technologies;

3. The Parties shall work together to strengthen their cooperation on investment-related aspects of climate change policies and measures bilaterally, regionally, and in international fora, as appropriate.

Article 22. INVESTMENT AND LABOUR

1. The Parties recognize the right of each Party to determine its sustainable development policies and priorities, to establish the levels of domestic labour protection it deems appropriate, and to adopt or modify its labour laws and policies. Such levels, laws and policies shall be consistent with each Party's commitments to internationally recognized labour standards and agreements.

2. A Party shall not weaken or reduce the levels of protection afforded in its labour legislation in order to encourage investment.

3. A Party shall not waive or otherwise derogate from, or offer to waive or otherwise derogate from such legislation in order to encourage investment in its territory.

4. In accordance with the ILO Constitution and the ILO Declaration on Fundamental Principles and Rights at Work and its Follow-up, as amended in 2022, each Party shall respect, promote and effectively implement throughout its territory the internationally recognised core labour standards as defined in the fundamental ILO Conventions.

5. Each Party shall effectively implement the ILO Conventions it has ratified and make sustained efforts towards ratifying, to the extent that it has not yet done so, the fundamental ILO Conventions.

6. Each Party is committed to promote investment policies which further the objectives of the Decent Work Agenda, in accordance with the 2008 ILO Declaration on Social Justice for a Fair Globalization and the 2019 ILO Centenary Declaration for the Future of Work, including a human-centred approach to the future of work, adequate minimum wages, social protection and safety and health at work.

Article 23. DIALOGUE AND COOPERATION ON INVESTMENT-RELATED SUSTAINABLE DEVELOPMENT ISSUES

1. The Parties agree to engage in dialogue and cooperate as appropriate on investment-related labour, environmental and climate change issues of mutual interest arising under this Section in a manner complementary to the efforts under existing bilateral and multilateral mechanisms.

Section 4. SETTLEMENT OF DISPUTES BETWEEN AN INVESTOR OF A PARTY AND THE OTHER PARTY

Article 24. SETTLEMENT OF DISPUTES BETWEEN AN INVESTOR OF A PARTY AND THE OTHER PARTY

1. This Section applies to a dispute between, on the one hand, an investor of a Party and, on the other hand, the other Party arising from an alleged breach of investment protection standards provided in Section 2 of this Agreement, which allegedly caused loss or damage to the investor.

2. Any such dispute shall as far as possible be settled amicably through direct consultation, negotiation and mediation.

3. A written request for negotiations referred to in paragraph 2 of this Article shall include:

(a) the full name and address of the investor who is a party to the dispute and, if available, the contacts of the investor's representatives;

(b) the legal and factual basis for the request, including any disputed measures;

(c) the provisions of the Agreement, which, in the opinion of the investor, do not comply with the contested measures of the Party;

(d) the investor's proposals for a possible settlement of the dispute.

4. In the event that a dispute cannot be settled as provided for in paragraph 1 of this Article within six (6) months from the date of a written application for settlement, the investor may submit at its choice the dispute for settlement to one of the following fora (hereinafter collectively referred as "The Arbitration Tribunal"):

(a) an ad hoc Arbitration Tribunal, in compliance with the Arbitration Rules of the UN Commission on International Trade Law (UNCITRAL) as in force at that time, unless another set of rules is agreed by the Parties to the dispute;

(b) an arbitral tribunal which is established pursuant to the Dispute Resolution Rules of the International Chamber of Commerce (ICC), the London Court of International Arbitration (LCIA) or the Arbitration Institute of the Stockholm Chamber of Commerce (SCC);

(c) the International Centre for Settlement of Investment Disputes (ICSID), for the implementation of an arbitration procedure, under the Washington Convention of 18 March, 1965, on the Settlement of Investment Disputes between State and National of other State, if this had entered into force for both of the Parties to the dispute, or, alternatively, in accordance with the ICSID Additional Facility Rules, if the Washington Convention has entered into force only for one of the Parties.

5. For greater certainty, the investor may submit a claim to arbitration pursuant to this Agreement, provided that no more than three (3) years have elapsed from the date on which the investor first acquired, or should have first acquired, knowledge of the breach alleged in the Notice of Arbitration and knowledge that the investor has incurred loss or damage.

6. In the event that the investor, the investment or a Party have already been satisfied under domestic law on a claim substantially reproducing that to be addressed under this article, the disputing party is forbidden from proposing an arbitration.

7. Both Parties shall refrain from negotiating through diplomatic channels on any matters relating to an arbitration procedure or judicial procedure at the stage of the arbitration proceedings until these procedures have been concluded. The Arbitration Tribunal's decision shall be final and binding upon disputants.

8. The Parties will engage with each other and with other interested trading partners in the negotiations to establish a permanent multilateral investment court which may include an appellate mechanism. Following the entry into force between the Parties of an international agreement providing for a permanent multilateral investment court and/or a multilateral appellate mechanism applicable to disputes under this Agreement, the relevant parts of this Agreement shall cease to apply.

9. The disputing parties shall share the costs of the arbitration, including arbitrator fees, expenses, allowances and other administrative costs. Each disputing party shall also bear the cost of its own representation in the arbitral proceedings. The Arbitration Tribunal may, however, in its discretion, direct that the entire costs or a higher proportion of costs shall be borne by one of the two disputing parties, taking into consideration factors such as, inter alia:

(a) the relative success on all the issues presented by the parties;

(b) reasonableness of the parties' positions;

(c) the complexity and novelty of the issues;

(d) the party's conduct:

(e) whether the proceedings were conducted in an efficient and cost-effective manner;

(f) the nature of the costs;

(g) the reasonableness of the costs claimed by the successful party and this determination shall be final and binding on both disputing parties.

10. The Arbitration Tribunal shall decline jurisdiction if the investment has been made through fraudulent misrepresentation, concealment, corruption or similar bad faith conduct amounting to an abuse of process.

Article 25. TRANSPARENCY OF PROCEEDINGS

1. The UNCITRAL Rules on Transparency in Treaty-based Investor-State Arbitration, as adopted by the United Nations Commission on International Trade Law on 11 July 2013 shall apply to international arbitration proceedings initiated pursuant to Article 24.

2. Nothing in this Agreement or the applicable arbitration rules shall prevent the exchange of information between the European Union and the Italian Republic or vice versa, which relates to international arbitration proceedings initiated pursuant to Article 24.

Article 26. APPLICABLE LAW AND RULES OF INTERPRETATION

1. The Arbitration Tribunal shall apply this Agreement as interpreted in accordance with the Vienna Convention on the Law of Treaties, and other rules and principles of international law applicable between the Parties. For greater certainty, the domestic law of the Parties shall not constitute part of the applicable law. In case of the Italian Republic "domestic law" includes the law of the European Union.

2. The Arbitration Tribunal shall not have jurisdiction to determine the legality of a measure under the domestic law of a Party. For greater certainty, in determining the consistency of a measure with this Agreement, the Arbitration Tribunal may consider, as appropriate, the domestic law of a Party as a matter of fact. In doing so, the Arbitration Tribunal shall follow the prevailing interpretation given to the domestic law by the courts or authorities of that Party.

Article 27. ETHICS

1. Arbitrators 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 organization, government or disputing party with regard to matters related to the dispute. They shall not participate in the consideration of any disputes that would create a direct or indirect conflict of interest. They shall comply with the UNCITRAL Code of Conduct for Arbitrators in International Investment Dispute Resolution, as adopted by the United Nations Commission on International Trade Law on 7 July 2023, and recommended for use by the United Nations General Assembly in its resolution 78/105 of 7 December 2023. In addition, upon appointment, they shall refrain from acting as counsel in any pending or new investment protection dispute under this or any other agreement or domestic law.

2. If a disputing party considers that an arbitrator does not meet the requirements set out in paragraph 1 or in the UNCITRAL Code of Conduct for Arbitrators in International Investment Dispute Resolution, as adopted by the United Nations Commission on International Trade Law on 7 July 2023, it shall send a notice of challenge to the President of the International Court of Justice or the Appointing Authority who shall transmit it to the arbitrator concerned. The notice of challenge shall be sent within fifteen (15) days after the constitution of the tribunal was communicated to the disputing party, or within fifteen (15) days after the date on which the relevant facts came to its knowledge, if they could not have reasonably been known at the time of constitution of the tribunal. The notice of challenge shall state the grounds for the challenge.

3. If, within fifteen (15) days after the date of the notice of challenge, the challenged arbitrator has elected not to resign from the Arbitration Tribunal, the President of the International Court of Justice or the Appointing Authority, after hearing the disputing parties and after providing the arbitrator an opportunity to submit any observations, issue a decision within forty-five (45) days after receipt of the notice of challenge and forthwith notify the disputing parties and other arbitrators of the Arbitration Tribunal.

Article 28. MULTIPLE PROCEEDINGS

1. The Arbitration Tribunal shall dismiss a claim by a claimant who has submitted a claim to any domestic or international court or tribunal concerning the same treatment as that alleged to breach the provisions of this Agreement, unless the claimant withdraws such pending claim.

2. Together with the submission of a claim the claimant shall provide:

(a) evidence that it has withdrawn any pending proceedings before any domestic or international court or tribunal under domestic or international law concerning the same treatment as that alleged to breach the provisions of Section 2 of this Agreement; and

(b) a declaration that it will not initiate any proceeding before any domestic or international court or tribunal under domestic or international law concerning the same treatment as that alleged to breach the provisions of Section 2 of this Agreement.

3. For the purposes of paragraphs 1 and 2 above, the term "claimant" includes the investor and, if applicable, its locally established enterprise. In addition, for the purposes of paragraphs 1 and 2(a), the term "claimant" also includes all persons who, directly or indirectly, have an ownership interest in or are controlled by the investor or its locally established enterprise, as applicable, and claim to have suffered the same loss or damage as the investor or the locally established enterprise, as applicable.

Article 29. CLAIMS MANIFESTLY WITHOUT LEGAL MERITS

1. The respondent may, no later than thirty (30) days after the establishment of the Arbitration Tribunal under Article 24, or thirty (30) days after it became aware of the facts on which the objection is based, file an objection that a claim is manifestly without legal merit. The respondent shall specify as precisely as possible the basis for the objection.

2. The Arbitration Tribunal, after giving the parties to the dispute an opportunity to present their observations on the objection, shall, at its first session or promptly thereafter, issue a decision or award on the objection, stating the grounds therefor.

3. In the event that the objection is received after the first session of the Arbitration Tribunal, the Arbitration Tribunal shall issue such decision as soon as possible, and no later than one hundred and twenty (120) days after the objection was filed. In doing so, the Arbitration Tribunal shall assume the alleged facts to be true, and may also consider any relevant facts not in dispute.

4. The decision shall be without prejudice to the right of a party to object, pursuant to Article 30 or in the course of the proceeding, to the legal merits of a claim and without prejudice to the Arbitration Tribunal's authority to address other objections as a preliminary question.

Article 30. CLAIMS UNFOUNDED AS A MATTER OF LAW

1. Without prejudice to the Arbitration Tribunal's authority to address other objections as a preliminary question or to the right of a respondent to raise any such objections at any appropriate time, the Arbitration Tribunal shall address and decide as a preliminary question any objection by the respondent that, as a matter of law, a claim, or any part thereof, is not a claim for which an award in favour of the investor may be made, even if the facts alleged were assumed to be true. The Arbitration Tribunal may also consider any relevant facts not in dispute.

2. Such an objection shall be submitted to Arbitration Tribunal as early as possible, and in any event not later than the expiration of the time limit fixed for the filing of the counter-memorial or statement of defence, unless the facts on which the objection is based are unknown to the party at that time.

3. On receipt of an objection under this paragraph, and unless it considers the objection manifestly unfounded, the Arbitration 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 on the objection, stating the grounds therefor.

Article 31. THIRD PARTY FUNDING

1. Third party funding is any funding provided by a natural or legal person who is not a disputing party but who enters into an agreement with a disputing party in order to finance part or all of the cost of the proceedings in return for a remuneration dependent on the outcome of the dispute or in the form of a donation or grant.

2. A disputing party benefiting from third party funding shall notify to the other disputing party and to the Arbitration Tribunal hearing the claim, the name and address of the third party funder and of its beneficial owner.

3. Such notification shall be made at the time of submission of a claim, or, if the funding agreement is concluded or the donation or grant is made after the submission of a claim, without delay as soon as the funding agreement is concluded or the donation or grant is made.

Article 32. SECURITY FOR COSTS

1. For greater certainty, on request, and after hearing the disputing parties, the Arbitration Tribunal may order the claimant to post security for all or a part of the costs if there are reasonable grounds to believe that the claimant risks not being able or willing to honour a possible decision or award on costs issued against it. In determining whether Tribunal may order the claimant to post security for all or a part of the costs if there are reasonable grounds to believe that the claimant risks not being able or willing to honour a possible decision or award on costs issued against it. In determining whether to order the provision of security for costs the Arbitration Tribunal shall consider all relevant circumstances and evidence, including the existence of third-party funding.

2. If the security for costs is not posted in full within thirty (30) days after the issuance of an order pursuant to paragraph 1 or within any other time period set by the Arbitration Tribunal, the Arbitration Tribunal shall so inform the disputing parties. The Arbitration Tribunal may order the suspension or termination of the proceedings.

Section 5. CONSULTATION AND DISPUTE SETTLEMENT BETWEEN THE PARTIES

Article 33. SETTLEMENT OF DISPUTES BETWEEN THE PARTIES

1. Any dispute arising between the Parties on the interpretation and/or application of the provisions of this Agreement, shall, as far as possible, be settled amicably through direct consultation, negotiation and mediation between the Parties.

2. In the event that the dispute cannot be settled within six (6) months from the date on which one of the Party notifies the other Party in writing, the dispute shall at the request of one of the Parties, be laid before an ad hoc Arbitration Tribunal as provided for in this Article.

3. The Arbitration Tribunal shall be constituted in the following manner: within two (2) months from the moment on which the request for arbitration is received, each of the two Parties shall appoint a member of the Arbitration Tribunal. The President shall be appointed within three (3) months from the date on which the other two members are appointed, by agreement of the Parties.

4. If, within the period specified in paragraph 3 of this Article, the appointment has not been made, each of the two Parties may invite, in default of other arrangements, the President of the International Court of Justice to make an appointment. In the event that the President of the Court is a national of one of the Parties or if, for any reason, it is impossible for him/her to make the appointment, the application shall be made to the Vice President of the Court. If the Vice President of the Court is a national of one of the Parties or, for any reason, is unable to make the appointment, the most senior member of the International Court of Justice, who is not a national of one of the Parties, shall be invited to make the appointment.

5. The Arbitration Tribunal shall rule with a majority vote, and its decision shall be binding. Each Parties shall pay the cost of its own arbitrator and of its representative at the hearings. The President's cost and any other cost shall be divided equally between the Parties. The Arbitration Tribunal shall lay down its own procedure.

Section 6. FINAL DISPOSITIONS

Article 34. RELATIONS BETWEEN GOVERNMENTS

1. The provisions of this Agreement shall be applied irrespective of whether or not the Parties have diplomatic or consular relations.

Article 35. MANAGEMENT OF THE AGREEMENT

1. The Parties shall cooperate on issues covered by this Agreement.

2. To this end, the Parties shall establish a Committee, which shall meet once a year or at the request of a Party. Meetings may also be held by any technological means available to the Parties.

3. The Committee shall:

(a) supervise and facilitate the implementation and application of this Agreement and further its general aims;

(b) consider any matter of interest relating to an area covered by this Agreement;

(c) establish its own procedures.

Article 36. AMENDMENTS TO THE AGREEMENT

1. By mutual consent and at any time, the Parties may amend this Agreement, or may jointly issue an interpretative note of any provision thereof.

2. Any such amendments and additions shall form an integral part of this Agreement and will enter into force as provided by Article 38 of this Agreement.

Article 37. DENIAL OF BENEFITS

1. A Party may deny the benefits of this Agreement to an investor of the other Party or to a covered investment if the denying Party adopts, implements, maintains or enforces measures related to the maintenance of international peace and security, including the protection of human rights, which:

(a) prohibits transactions with investors of the other Party or their covered investments, or

(b) would be violated or circumvented if the benefits of this Agreement were accorded to investors of the other Party or their covered investments, including where the measures prohibit transactions with a natural or juridical person who owns or controls either of them.

2. For greater certainty, a Party may deny such benefits pursuant to this Article without any prior publicity or other additional formality related to its intention to exercise the right conferred by this Article.

Article 38. ENTRY INTO FORCE, DURATION AND TERMINATION

1. Annexes I and II constitute an integral part of this Agreement.

2. The Parties shall notify each other in writing of the completion of their internal legal procedures necessary for the entry into force of this Agreement. This Agreement shall enter into force thirty (30) days after the date of receipt of the later notification.

3. This Agreement shall remain in force for ten (10) years. Thereafter, it will be automatically extended for further periods of five (5) years, unless one of the Parties notifies in writing the other of its intention to terminate it within a minimum of six (6) months prior to the date of expiration. The termination shall take effect two (2) months after the date of receipt by the other Party of the notification.

4. In the event that the present Agreement is terminated pursuant to paragraph 3 of this Article, its provisions shall continue to be effective for a further period of five (5) years from the date of termination, with respect to covered investments made before the date of termination.

[For agreements with third countries that have a status of "EU (potential) candidate country":

5. This Agreement shall, in any event, be automatically terminated as a whole and cease its effects if and on the date [third country] becomes a Member State of the European Union.]

Conclusion

In witness thereof, the undersigned Representatives, duly authorized by their respective Governments, have signed the present Agreement.

DONE at_______on_______ in two originals, each in the Italian, _____ and English language, all texts being equally authentic.

In case of any divergence in interpretation of the provisions of this Agreement, the text in English shall prevail.

For the Government of the Italian Republic

For the Government of _______________

Attachments

ANNEX I. EXPROPRIATION

The Parties confirm their shared understanding that:

1. Expropriation may be either direct or indirect:

(a) direct expropriation occurs when an investment is nationalized or otherwise directly expropriated through formal transfer of title or outright seizure.

(b) indirect expropriation occurs 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.