(a) the fair market value on the date of expropriation, converted into a freely usable currency at the market rate of exchange prevailing on that date, plus

(b) interest, at an appropriate and reasonable rate for that freely usable currency, accrued from the date of expropriation until the date of payment.

5. This Article does not apply to the issuance of compulsory licenses granted in relation to intellectual property rights under the TRIPS Agreement, or to the revocation, limitation, or creation of intellectual property rights, to the extent that such issuance, revocation, limitation, or creation is consistent with Chapter 2 of the Framework Agreement (Intellectual Property Rights).

Article 1.13. Subrogation

1. If a Party or its designated agency makes a payment to any of its investors under a guarantee, contract of insurance or other form of indemnity it has granted in respect of an investment of an investor of that Party, against non-commercial risks, the other Party shall recognize the subrogation or transfer of any right or claim in respect of such investment. The Party or its designated Agency is entitled by virtue of subrogation to exercise the rights and enforce the claims of that investor and shall assume the obligations related to the investment. The subrogated or transferred right or claim shall not be greater than the original right or claim of the investor.

2. Where a Party or the agency authorized by the Party has made a payment to its investor and has taken over rights and claims of the investor, that investor shall not, unless authorized to act on behalf of the Party or the agency authorized by the Party making the payment, (15) pursue those rights and claims against the other Party.

Article 1.14. Special Formalities and Treatment of Information

1. Nothing in Article 1.4 (National Treatment) shall be construed to prevent a Party from adopting or maintaining a measure that prescribes special formalities in connection with covered investments, such as a requirement that covered investments be legally constituted under its laws or regulations, provided that such formalities do not materially impair the protections afforded by the Party to investors of the other Party and covered investments pursuant to this Agreement.

2. Notwithstanding Articles 1.4 (National Treatment) and 1.5 (Most-Favored-Nation Treatment), a Party may require an investor of the other Party or its covered investment to provide information concerning that investment solely for informational or statistical purposes. The Party shall protect any confidential business information from any disclosure that would prejudice the competitive position of the investor or the covered investment. Nothing in this paragraph shall be construed to prevent a Party from otherwise obtaining or disclosing information in connection with the equitable and good faith application of its law.

Article 1.15. Denial of Benefits

1. A Party may deny the benefits of this Agreement to an investor of the other Party that is an enterprise of such other Party and to investments of such investor if the enterprise has no substantial business activities in the territory of the such other Party under whose law it is constituted or organized, and investors of a non-Party or the investors of the denying Party, own or control the enterprise.

2. The denying Party shall, to the extent practicable, notify the other Party before denying the benefits. If the denying Party provides such notice, it shall consult with the other Party at the request of the other Party.

Article 1.16. Environmental and Health Measures

1. Each Party recognizes that it is inappropriate to encourage investments by investors of the other Party by relaxing its environmental measures. To this effect each Party should not waive or otherwise derogate from such environmental measures as an encouragement for establishment, acquisition or expansion of investments in its area.

2. Nothing in this Agreement shall be construed to prevent a Party from adopting, maintaining, or enforcing any non-discriminatory legal measures otherwise consistent with this Agreement that it considers appropriate to ensure that investment activity in its territory is undertaken in a manner sensitive to environmental or health concerns.

Section C. Settlement of Disputes between an Investor and the Disputing Party

Article 1.17. Investor-state Dispute Settlement

1. This Article applies to investment disputes between a Party and an investor of the other Party concerning an alleged breach of Articles 1.4 (National Treatment), 1.5 (Most-Favored-Nation Treatment), 1.6 (Minimum Standard of Treatment), 1.7 (Compensation for Losses), paragraphs 1 and 2(d) of 1.8 (Performance Requirements), 1.9 (Senior Management and Boards of Directors), 1.11 (Transfers), 1.12 (Expropriation and Compensation), 1.13 (Subrogation), and 1.14 (Special Formalities and Treatment of Information), which causes loss or damage by reason of, or arising out of, that breach to:

(a) the investor in relation to its covered investments; or

(b) the covered investment that has been made by that investor, relating to the management, conduct, operation or sale or other disposition of a covered investment.

2. A natural person possessing the nationality or citizenship of a Party shall not pursue a claim against that Party under this Agreement.

3. An investment may not make a claim under this Article.

4. In the event of an investment dispute arising under this Article, the disputing parties shall as far as possible resolve the dispute through consultation and negotiation, a request of which shall be made in writing, with a view towards reaching an amicable settlement.

5. Any such dispute which has not been resolved within a period of six months from the date of written request for consultations may be submitted to any competent courts or administrative tribunals of the disputing Party provided that such courts or tribunals have jurisdictions over such claims or to arbitration. In the latter event, the investor has the choice among any of the following:

(a) the ICSID Convention and the ICSID Rules of Procedure for Arbitration Proceedings, provided that both the disputing Party and the non-disputing Party are parties to the ICSID Convention;

(b) the ICSID Additional Facility Rules, provided that either the disputing Party or the non-disputing Party, but not both, is a party to the ICSID Convention;

(c) the UNCITRAL Arbitration Rules; or

(d) any other arbitration institution or any other arbitration rules, if the disputing parties so agree.

6. once the investor has submitted the dispute to either the courts or administrative tribunals of the disputing Party or any of the arbitration mechanisms provided for in paragraph 5, the choice of forum shall be final.

7. Each Party hereby consents to the submission of a dispute to international arbitration under paragraph 5 in accordance with this Article, conditional upon:

(a) the submission of the dispute to such arbitration taking place within three years of the time at which the disputing investor became aware, or should reasonably have become aware, of a breach of an obligation under this Agreement and of the loss or damage incurred by the disputing investor in relation to its covered investment or by the covered investment;

(b) the disputing investor providing written notice, which shall be delivered at least 90 days before the claim to arbitration is submitted, to the disputing Party of its intent to submit the dispute to such arbitration and which:

(i) states the name and address of the disputing investor and the covered investment;

(ii) selects one of the fora in paragraph 5 as the forum for dispute settlement;

(iii) waives its right to initiate any proceedings, excluding proceedings for interim injunctive relief referred to in paragraph 8, before any of the other dispute settlement fora referred to in paragraph 5 in relation to the matter under dispute; and

(iv) briefly summarizes the alleged breach of the disputing Party under this Agreement (including the articles alleged to have been breached) and the loss or damage allegedly caused to the investor in relation to its covered investment or caused to the covered investment; and

(c) In deciding whether an investment dispute is within the jurisdiction of ICSID and competence of the tribunal, the arbitral tribunal established under paragraph 5(a) or 5(b) shall comply with the notification submitted by the Republic of Turkey on March 3, 1989 to ICSID in accordance with Article 25 (4) of ICSID Convention, concerning classes of disputes considered suitable or unsuitable for submission to the jurisdiction of ICSID, as an integral part of this Agreement.

8. Notwithstanding paragraph 6, the disputing investor may initiate or continue an action that seeks interim injunctive relief and does not involve the payment of monetary damages or resolution of the substance of the matter in dispute before a court or administrative tribunals of the disputing Party, provided that the action is brought for the sole purpose of preserving the disputing investor's rights and interests during the pendency of the arbitration.

9. A Party shall not give diplomatic protection, or bring an international claim, in respect of a dispute which one of its investors and the other Party shall have consented to submit or have submitted to arbitration under this Article, unless such other Party has failed to abide by and comply with the award rendered in such dispute. Diplomatic protection, for the purposes of this paragraph, shall not include informal diplomatic exchanges for the sole purpose of facilitating a settlement of the dispute.

10. The arbitral tribunal established under paragraph 5 shall decide the issues in dispute in accordance with this Agreement and applicable rules of international law.

11. The arbitral tribunal established under this Section may take into account domestic law of the disputing Party where it is relevant to the factual basis of the claim. (16)

12. The arbitral tribunal shall decide as a preliminary question any objection by the disputing Party that a dispute is not within the tribunal's competence or jurisdiction, or that, as a matter of law, a claim submitted is not a claim for which an award in favor of the disputing investor may be made under paragraph 19.

13. Unless the disputing parties otherwise agree, the arbitral tribunal shall comprise three arbitrators, one arbitrator appointed by each of the disputing parties and the third, who shall be the presiding arbitrator, appointed by agreement of the disputing parties.

14. The disputing parties may agree on the legal place of any arbitration under the arbitral rules applicable under paragraph 5 of this Article. If the disputing parties fail to reach an agreement, the tribunal shall determine the place in accordance with the applicable arbitral rules, provided that the place shall be in the territory of a State that is a party to the New York Convention.

15. The non-disputing Party may make oral or written submissions to the arbitral tribunal on a question of interpretation of this Agreement. On the request of a disputing party, the non-disputing Party should resubmit its oral submission in writing.

16. An interpretation jointly formulated and agreed upon by the Parties with regard to any provision of this Agreement shall be binding on any tribunal established there under this Section.

17. The tribunal may order an interim measure of protection to preserve the rights of a disputing party, or to ensure that the tribunal's jurisdiction is made fully effective, including an order to preserve evidence in the possession or control of a disputing party or to protect the tribunal's jurisdiction. The tribunal may not order attachment or enjoin the application of a measure alleged to constitute a breach referred to in paragraph 1. For purposes of this paragraph, an order includes a recommendation.

18. The disputing Party may not assert as a defense, counter-claim, right of set-off or for any other reason, that the disputing investor has received or will receive indemnification or other compensation for all or part of the alleged damages pursuant to an insurance or guarantee contract, except with respect to any subrogation as provided for in Article 1.13 (Subrogation).

19. The award rendered by the arbitral tribunal shall include:

(a) a judgment whether or not there has been a breach by the disputing Party of any obligation under the provisions referred to in paragraph 1.17.1 with respect to the disputing investor and its investments; and

(b) a remedy if there has been such breach. The remedy shall be limited to one or both of the following:

(i) payment of monetary damages and applicable interest; and

(ii) restitution of property, in which case the award shall provide that the disputing Party may pay monetary damages and any applicable interest in lieu of restitution.

Costs may also be awarded in accordance with the applicable arbitration rules.

20. An award made by a tribunal shall be final and binding upon the disputing parties. An award shall have no binding force except between the disputing parties and in respect of the particular case. Each Party shall, in its territory, make provision for the effective enforcement of the awards and shall carry out without delay the provision of the award in accordance with its relevant laws and regulations.

Section D. Exceptions

Article 1.18. Taxation

Nothing in this Agreement shall affect the rights and obligations of any Party under any tax agreement to which the Party is a party. In the event of any inconsistency between this Agreement and any such agreement, that agreement shall prevail to the extent of the inconsistency.

Article 1.19. SECURITY EXCEPTIONS

Article 8.3 (Security Exceptions) of the Framework Agreement is incorporated into and made a part of this Agreement, mutatis mutandis.

Section E. Final Provisions

Article 1.20. Entry Into Force

1. This Agreement shall be approved by the Parties in accordance with their own procedures.

2. This Agreement shall enter into force on the first day of the second month, following the date of the exchange of the written notifications through diplomatic channels, by which the Parties inform each other that all necessary requirements foreseen by their domestic legislation for the entry into force of this Agreement have been fulfilled, or on such other date as the Parties may agree.

Article 1.21. Duration

1. This Agreement shall be valid indefinitely.

2. Either Party may notify in writing the other Party of its intention to terminate this Agreement.

3. The termination shall take effect six months after the notification under paragraph 2.

4. In the event that this Agreement, or the Framework Agreement, or the Agreement on Trade in Services is terminated, the provisions of this Agreement, except national treatment provisions under Articles 1.4 (National Treatment) and 1.10 (Non-Conforming Measures) of this Agreement with regard to establishment, acquisition or expansion of investments, and the provisions of aforesaid Agreements other than this Agreement to the extent that they are necessary for or consequential to the application of this Agreement after the date of termination, shall continue to be in effect with respect to investments made or acquired before the date of termination of such Agreement, for a further period of 10 years after the date of termination and without prejudice to the application thereafter of the rules of general international law.

Article 1.22. Amendments

The Parties may agree, in writing, to amend this Agreement. An amendment shall enter into force after the Parties exchange written notifications certifying that they have completed their respective applicable legal requirements and procedures, or on such other date as the Parties may agree.

Article 1.23. Annexes

The Annexes to this Agreement shall form an integral part thereof.

Article 1.24. Authentic Texts

This Agreement is drawn up in duplicate in the Korean, Turkish and English languages, each of these texts being equally authentic. In case of divergence, the English text shall prevail.

Conclusion

IN WITNESS WHEREOF the undersigned plenipotentiaries, being duly authorized thereto, have signed this Agreement on Investment under the Framework Agreement.

DONE at Seoul, Republic of Korea, in duplicate, this twenty sixth day of February two thousand and fifteen.

For the Government of the Republic of Korea

For the Government of the Republic of Turkey

Annex A. Customary International Law

The Parties confirm their shared understanding that "customary international law" generally and as specifically referenced in Article 1.6 (Minimum Standard of Treatment) and Annex B (Expropriation) results from a general and consistent practice of States that they follow from a sense of legal obligation. With regard to Article 1.6 (Minimum Standard of Treatment), the customary international law minimum standard of treatment of aliens refers to all customary international law principles that protect the economic rights and interests of aliens.

Annex B. Expropriation (17)

The Parties confirm their shared understanding that:

(a) An action or a series of actions by a Party cannot constitute an expropriation unless it interferes with a tangible or intangible property right in an investment.

(b) Article 1.12.1 (Expropriation and Compensation) addresses two situations. The first is direct expropriation, where an investment is nationalized or otherwise directly expropriated through formal transfer of title or outright seizure.

(c) The second situation addressed by Article 1.12.1 (Expropriation and Compensation) is indirect expropriation, where an action or series of actions by a Party has an effect equivalent to direct expropriation without formal transfer of title or outright seizure.

(i) The determination of whether an action or series of actions by a Party, in a specific fact situation, constitutes an indirect expropriation requires a case-by-case, fact-based inquiry that considers, among other factors:

(A) the economic impact of the government action, although the fact that an action or series of actions by a Party has an adverse effect on the economic value of an investment, standing alone, does not establish that an indirect expropriation has occurred;

(B) the extent to which the government action interferes with distinct, reasonable investment-backed expectations; (18) and

(C) the character of the government action, including its objectives and context. Relevant considerations could include whether the investor bears a disproportionate burden, such as a special sacrifice, that exceeds what the investor or investment should be expected to endure for the public interest.

(ii) Except in rare circumstances, such as, for example, when a measure or series of measures have an extremely severe or disproportionate effect in light of its purpose, non-discriminatory regulatory actions by a Party that are designed and applied to protect legitimate public welfare objectives, such as public health, safety, the environment, and real estate price stabilization(through, for example, measures to improve the housing conditions for low-income households), do not constitute indirect expropriations. (19)

Annex C. Temporary Safeguard Measures

1. Nothing in this Agreement, the Agreement on Trade in Services and Annex C (Financial Services) of the Agreement on Trade in Services shall be construed to prevent a Party from adopting or maintaining temporary safeguard measures with regard to payment and capital movements:

(a) in the event of serious balance of payments and external financial difficulties or under threat thereof; or

(b) in cases where, in exceptional circumstances, payments and capital movements cause or threaten to cause serious difficulties for the operation of monetary or exchange rate policies in the Party concerned.

2. The measures referred to in paragraph 1:

(a) are in effect for a period not to exceed one year; however if extremely exceptional circumstances arise such that the Party seeks to extend such measures, such Party will coordinate in advance with the other Party concerning the implementation of any proposed extension;

(b) are not confiscatory;

(c) do not constitute a dual or multiple exchange rate of practice;

(d) do not otherwise interfere with investor's ability to earn a market rate of return in the territory of the Party on any restricted assets; (20)

(e) shall be consistent with the Articles of Agreement of the IMF, as may be amended;

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

(g) shall not exceed those necessary to deal with the circumstances described in paragraph 1;

(h) are temporary and phased out progressively as the situation specified in paragraph 1 improves;

(i) are applied in a manner consistent with Articles 1.4 (National Treatment) and 1.5 (Most-Favored-Nation Treatment) of the Agreement on Investment and Articles 1.5 (National Treatment), 1.7 (MFN and Future liberalization) of the Agreement on the Trade in Services subject to Schedule set out in Annex I, Annex II, and

(j) shall be promptly notified to the other Party.

3. Nothing in this Agreement, the Agreement on Trade in Services, or Annex C (Financial Services) of the Agreement on Trade in Services shall be regarded as altering the rights enjoyed and obligation undertaken by a Party as a party to the Articles of Agreement of the International Monetary Fund.

Annex I. Explanatory Notes

1. The Schedule of a Party to this Annex sets out, pursuant to Article 1.10 (NonConforming Measures), that Party's existing measures that are not subject to some or all of the obligations imposed by:

(a) Article 1.4 (National Treatment);

(b) Article 1.5 (Most-Favored-Nation Treatment);

(c) Article 1.8 (Performance Requirements); or

(d) Article 1.9 (Senior Management and Boards of Directors).

2. Each Schedule entry sets out the following elements:

(a) Sector refers to the sector for which the entry is made;

(b) Obligations Concerned specifies the article(s) referred to in paragraph 1 that, pursuant to Article 1.10.1(a), do not apply to the non-conforming aspects of the law, regulation, or other measure, as set out in paragraph 3;

(c) Measures 21 identifies the laws, regulations, or other measures for which the entry is made. A measure cited in the Measures element:

(i) means the measure as amended, continued, or renewed as of the date of entry into force of this Agreement; and

(ii) includes any subordinate measure adopted or maintained under the authority of and consistent with the measure; and

(d) Description sets out commitments, if any, for liberalization on the date of entry into force of this Agreement, and the remaining non-conforming aspects of the measure for which the entry is made.

3. In the interpretation of a Schedule entry, all elements of the entry shall be considered. An entry shall be interpreted in light of the relevant articles of this Agreement against which the entry is made. To the extent that:

(a) the Measures element is qualified by a liberalization commitment from the Description element, the Measures element as so qualified shall prevail over all other elements; and

(b) the Measures element is not so qualified, the Measures element shall prevail over all other elements, unless any discrepancy between the Measures element and the other elements considered in their totality is so substantial and material that it would be unreasonable to conclude that the Measures element (21)

Should prevail, in which case the other elements shall prevail to the extent of that discrepancy.

4. In accordance with Article 1.10.1(a), and subject to Article 1.10.1(c), the articles of this Agreement specified in the obligations Concerned element of an entry do not apply to the non-conforming aspects of the law, regulation, or other measure identified in the Measures element of that entry.

5. For each Party, foreign person means a foreign national or an enterprise organized under the domestic law of the other Party or any other non-Party.