(a) review the general functioning of this Agreement;
(b) review and consider specific matters related to the operation and implementation of this Agreement in the light of its objectives;
(c) facilitate the avoidance and settlement of disputes arising under this Agreement, including through consultations pursuant to Article 15.3 (Consultations);
(d) consider and adopt any amendment to this Agreement or other modification to the commitments (3) therein, subject to the completion of necessary domestic legal procedures by each Party and Article 18.9 (Amendments);
(e) consider any other matter that may affect the functioning of this Agreement and make recommendations, as appropriate, for enhancing the implementation of this Agreement;
(f) consider ways to further enhance trade relations between the Parties and to further the objectives of this Agreement;
(g) adopt, as appropriate, binding interpretations of this Agreement; and pursuant to Article 9.13 (Investor - State Dispute Settlement); and
(h) take such other action as the Parties may agree.
3. The Administrative Commission shall normally convene every two years, or such other time as the Parties may agree, with such sessions to be held alternatively in the territory of each Party. A request by the Tribunal to the Administrative Commission pursuant to Article 9.13.9 (Investor – State Dispute Settlement) shall not be construed as to require the convening of a session of the Administrative Commission of the Agreement.
Article 17.2. Administration of Dispute Settlement Proceedings
1. Each Party shall:
(a) designate an office that shall be responsible for providing administrative assistance to panels established under Article 15.6 (Request for an Arbitral Panel) (4) .
(b) be responsible for the operation and costs of its designated office; and
(c) notify the other Party of the location of its office.
2. Unless otherwise agreed between the Parties, the expenses of the Panel, including the remuneration of panelists and their assistants, their travel and lodging expenses, and all general expenses relating to proceedings of a panel established under Article 15.6 (Request for an Arbitral Panel) shall be borne equally by the Parties.
3. Each Party shall bear its own expenses and legal costs in the arbitral proceedings.
Chapter 18. GENERAL AND FINAL PROVISIONS
Article 18.1. General Exceptions
1. For purposes of Chapters 2 (Trade in Goods), 3 (Rules of Origin), 4 (Customs Procedure) and 6 (Technical Barriers to Trade), Article XX of GATT 1994 and its interpretive notes are incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XX(b) of GATT 1994 include environmental measures necessary to protect human, animal, or plant life or health, and that Article XX(g) of GATT 1994 applies to measures relating to the conservation of living and non-living exhaustible natural resources.
2. For purposes of Chapters 9 (Investment), 10 (Cross-Border Trade in Services), 12 (Telecommunications) and 13 (Electronic Commerce), Article XIV of GATS (including its footnotes) is incorporated into and made part of this Agreement, mutatis mutandis. The Parties understand that the measures referred to in Article XIV(b) of GATS include environmental measures necessary to protect human, animal, or plant life or health.
Article 18.2. Essential Security
Unless otherwise provided for in this Agreement, nothing in this Agreement shall be construed to:
(a) require a Party to furnish or allow access to any information, the disclosure of which it determines to be contrary to its essential security interests; or
(b) preclude a Party from applying measures that it considers necessary for the fulfilment of its obligations with respect to the maintenance or restoration of international peace or security, or the protection of its own essential security interests (1).
Article 18.3. Taxation
1. Except as set out in this Article, nothing in this Agreement shall apply to taxation measures.
2. Nothing in this Agreement shall affect the rights and obligations of either Party under any tax convention. In the event of any inconsistency between this Agreement and any such convention, that convention shall prevail to the extent of the inconsistency. In the case of a tax convention between the Parties, the competent authorities under that convention shall have sole responsibility for determining whether any inconsistency exists between this Agreement and that convention.
3. Notwithstanding paragraph 2:
(a) Article 2.2 (National Treatment) and such other provisions of this Agreement as are necessary to give effect to that Article shall apply to taxation measures to the same extent as does Article III of GATT 1994; and
(b) Article 2.4 (Export Duties) shall apply to taxation measures.
4. Subject to paragraph 2:
(a) Article 9.3 (National Treatment) and Article 10.3 (National Treatment) shall not be applied to the adoption or enforcement of any taxation measure aimed at ensuring the equitable or effective imposition or collection of taxes permitted by Article XIV(d) of GATS; and
(b) Article 9.4 (Most-Favoured Nation Treatment) and Article 10.4 (Most-Favoured Nation Treatment) shall not be applied to any Most-Favoured Nation obligation with respect to an advantage accorded to a Party pursuant to an agreement on double taxation or provisions on the avoidance of double taxation in any international agreement or arrangement by which a Party is bound, as permitted by Article XIV(e) of GATS.
5. Subject to paragraph 2 and without prejudice to the rights and
obligations of Parties under Articles 9.6.2, 9.6.3 and 9.6.4 (Performance Requirements) shall apply to taxation measures.
6. Article 9.7 (Expropriation and Compensation) shall apply to taxation measures to the extent that such taxation measures constitute expropriation as provided for in Article 9.7 (Expropriation and Compensation)2. An investor that seeks to invoke Article 9.7 (Expropriation and Compensation) with respect to a taxation measure must first refer to the competent authorities described in paragraph 7 at the time that it gives notice under Article 9.13.4(c) (Investor-State Dispute Settlement), the issue of whether that taxation measure involves an expropriation. If the competent authorities do not agree to consider the issue or, having agreed to consider it, fail to agree that the measure is not an expropriation within a period of 6 months of such referral, the investor may submit its claim to arbitration under Article 9.13 (Investor- State Dispute Settlement).
7. For purposes of this Article: competent authorities means:
(a) in the case of Singapore, Director (Fiscal Planning), Ministry of Finance, or his successor; and
(b) in the case of Panama, Ministry of Economy and Finance or his successor; and
taxes and taxation measures do not include:
(a) a “customs duty” as defined in Article 2.16.2 (Definitions); or
(b) the measures listed in exception (b) and (c) of the definition of customs duty in Article 2.16.2 (Definitions).
Article 18.4. Transfers and Restrictions to Safeguard the Balance of Payments
1. For the purpose of Chapter 2 (Trade in Goods), the Parties shall endeavour to avoid the imposition of restrictive measures for balance of payments purposes.
2. Any such measures taken for trade in goods must be in accordance with Art XII of GATT 1994 and the Understanding on the Balance of Payments Provisions of GATT 1994, which shall be incorporated and made a part of this Agreement.
3. For purposes of Chapters 9 (Investment), 10 (Cross-Border Trade in Services) and 11 (Financial Services), Articles XI and XII of GATS (including its footnotes) is incorporated into and made part of this Agreement, mutatis mutandis. For greater certainty, it is clarified that such restrictions shall be applied on a national treatment basis and such that the other Party is treated no less favourably than any non-Party.
Article 18.5. Disclosure of Information
Nothing in this Agreement shall be construed to require a Party to furnish or allow access to confidential information, the disclosure of which would impede law enforcement, or otherwise be contrary to the public interest, or which would prejudice the legitimate commercial interests of particular enterprises, public or private, unless otherwise provided for in this Agreement (3).
Article 18.6. Accession
1. Any country or group of countries may accede to this Agreement subject to such terms and conditions as may be agreed between such country or countries and the Parties, and following approval in accordance with the applicable legal procedures of each country.
2. This Agreement shall not apply as between any Party and any acceding country or group of countries if, at the time of the accession, either does not consent to such accession.
Article 18.7. Relation to other Agreements
In the event of any inconsistency between this Agreement and any other agreement to which both Parties are parties, the Parties shall immediately consult with each other with a view to finding a mutually satisfactory solution.
Article 18.8. Annexes
The Annexes to this Agreement shall form an integral part of this Agreement.
Article 18.9. Amendments
This Agreement may be amended with the agreement of the Parties. Any amendments shall be in writing and shall enter into force on such date or dates as may be agreed between them.
Article 18.10. Entry Into Force and Termination
1. This Agreement shall enter into force on the date on which the Parties have exchanged notes confirming the completion of their respective procedures for the entry into force of this Agreement, or such other date as the Parties may agree.
2. Either Party may terminate the Agreement by giving the other Party six months’ advance notice in writing.
3. Within 30 days after the date of receipt of a notification under paragraph 2, either Party may request consultations regarding whether the termination of any provision of this Agreement should take effect at a later date than provided under paragraph 2. Such consultations shall commence within 30 days of a Party’s receipt of such request.
4. In the event of termination of this Agreement, in respect of investments made prior to the date when the notice of termination of the Agreement becomes effective, the provisions of Chapter 9 (Investment) shall continue in force for a further period of 10 years from that date.
Conclusion
IN WITNESS WHEREOF the undersigned, being duly authorized by their respective Governments, have signed this Agreement.
DONE at Singapore on this 1st day of March, 2006, in duplicate in the English and Spanish languages, both texts being equally authentic. In case of any divergence of interpretation, the English text shall prevail.
For Singapore
Chan Soo Sen
Minister of State
for Trade and Industry and Education
For Panama
Carmen Gisela Vergara Vice-Minister for Foreign Trade Ministry of Trade and Industries