(b) a ruling that adjudicates with respect to a particular act or practice.
Section B. Anti-Corruption
Article 19.7. Statement of Principle
1. The Parties affirm their commitment to prevent and combat corruption, including bribery, in international trade and investment.
2. The Parties are hereby committed to promoting, facilitating, and supporting international cooperation in the prevention and fight against corruption.
Article 19.8. Cooperation In International Fora
1. The Parties recognize the importance of regional and multilateral initiatives to prevent and combat corruption, including bribery, in international trade and investment. The Parties shall work jointly to encourage and support appropriate initiatives in relevant international fora.
2. The Parties reaffirm their existing rights and obligations under the 1996 Inter-American Convention Against Corruption and shall work toward the implementation of measures to prevent and combat corruption consistent with the 2003 United Nations Convention Against Corruption.
Article 19.9. Anti-corruption Measures
1. Each Party shall adopt or maintain the necessary legislative or other measures to establish that it is a criminal offense under its law, in matters affecting international trade or investment, for:
(a) a public official of that Party or a person who performs public functions for that Party intentionally to solicit or accept, directly or indirectly, any article of monetary value or other benefit, such as a favor, promise, or advantage, for himself or for another person, in exchange for any act or omission in the performance of his public functions;
(b) any person subject to the jurisdiction of that Party intentionally to offer or grant, directly or indirectly, to a public official of that Party or a person who performs public functions for that Party any article of monetary value or other benefit, such as a favor, promise, or advantage, for himself or for another person, in exchange for any act or omission in the performance of his public functions;
(c) any person subject to the jurisdiction of that Party intentionally to offer, promise, or give any undue pecuniary or other advantage, directly or indirectly, to a foreign official, for that official or for another person, in order that the official act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage in the conduct of international business; and
(d) any person subject to the jurisdiction of that Party to aid or abet, or to conspire in, the commission of any of the offenses described in subparagraphs (a) through (c).
2. Each Party shall adopt or maintain appropriate penalties and procedures to enforce the criminal measures that it adopts or maintains in conformity with paragraph 1.
3. In the event that, under the legal system of a Party, criminal responsibility is not applicable to enterprises, that Party shall ensure that enterprises shall be subject to effective, proportionate, and dissuasive non-criminal sanctions, including monetary sanctions, for any of the offenses described in paragraph 1.
4. Each Party shall endeavor to adopt or maintain appropriate measures to protect persons who, in good faith, report acts of corruption, including bribery, described in paragraph 1.
Article 19.10. Definitions
For purposes of this Section:
act or refrain from acting in relation to the performance of official duties includes any use of the official's position, whether or not within the official's authorized competence;
foreign official means any person holding a legislative, administrative, or judicial office of a foreign country, at any level of government, whether appointed or elected; any person exercising a public function for a foreign country at any level of government, including for a public agency or public enterprise; and any official or agent of a public international organization;
public function means any temporary or permanent, paid or honorary activity, performed by a natural person in the name of a Party or in the service of a Party, such as procurement, at the central level of government; and
public official means any official or employee of a Party at the central level of government, whether appointed or elected.
Chapter Twenty. Administration of the Agreement and Trade Capacity Building
Section A. Administration of the Agreement
Article 20.1. The Free Trade Commission
1. The Parties hereby establish the Free Trade Commission, comprising cabinet-level representatives of the Parties, as set out in Annex 20.1, or their designees.
2. The Commission shall:
(a) supervise the implementation of this Agreement;
(b) oversee the further elaboration of this Agreement;
(c) seek to resolve disputes that may arise regarding the interpretation or application of this Agreement;
(d) supervise the work of all committees, councils, and working groups established under this Agreement and recommend appropriate actions;
(e) establish the amount of remuneration and expenses that will be paid to panelists;
(f) consider any other matter that may affect the operation of this Agreement; and
(g) establish and modify the Commission's rules of procedure.
3. The Commission may:
(a) establish and delegate responsibilities to committees and working groups;
(b) modify:
(i) the Schedules attached to Annex 2.3 (Tariff Elimination), by accelerating tariff elimination,
(ii) the rules of origin established in Annex 3-A (Textiles Rules of Origin) and Annex 4.1 (Specific Rules of Origin), and (iii) Annex 9.1 (Government Procurement);
(c) issue interpretations of the provisions of this Agreement;
(d) consider any amendments to this Agreement;
(e) seek the advice of non-governmental persons or groups; and
(f) take such other action in the exercise of its functions as the Parties may agree.
4. Each Party shall implement, in accordance with its applicable legal procedures, any modification referred to in subparagraph 3(b) within such period as the Parties may agree.
5. The Commission may review the impacts, including any benefits, of the Agreement on the small and medium-size businesses of the Parties. Toward that end, the Commission may:
(a) designate working groups to evaluate the effects of the Agreement on small and medium-size businesses and make relevant recommendations to the Commission, including working plans focused on the needs of small and medium-size businesses. Any working group recommendations with respect to trade capacity building shall be referred to the Committee for Trade Capacity Building for consideration; and
(b) receive information, input and views from representatives of small and medium-size businesses and their business associations.
6. All decisions of the Commission shall be taken by consensus, except as the Commission may otherwise decide.
7. The Commission shall convene at least once a year in regular session, except as the Commission may otherwise decide. Regular sessions of the Commission shall be chaired successively by each Party.
Article 20.2. Free Trade Agreement Coordinators
1. Each Party shall appoint a free trade agreement coordinator, as set out in Annex 20.1.
2. The coordinators shall work jointly to develop agendas and make other preparations for Commission meetings and shall follow-up on Commission decisions as appropriate.
Article 20.3. Administration of Dispute Settlement Proceedings
1. Each Party shall:
(a) designate an office that shall provide administrative assistance to the panels established under Chapter Twenty-One (Dispute Settlement) and perform such other functions as the Commission may direct; and
(b) notify the Commission of the location of its designated office.
2. Each Party shall be responsible for the operation and costs of its designated office.
Section B. Trade Capacity Building
Article 20.4. Committee on Trade Capacity Building
1. Recognizing that trade capacity building is a catalyst for the reforms and investments necessary to foster trade-driven economic growth, poverty reduction, and adjustment to liberalized trade, the Parties hereby establish a Committee on Trade Capacity Building, comprising representatives of each Party.
2. In furtherance of the Parties' ongoing trade capacity building efforts, and in order to assist each Party other than the United States in implementing this Agreement and adjust to more liberalized trade, each such Party should periodically update and provide to the Committee its national trade capacity building strategy.
3. The Committee shall: (a) seek the prioritization of trade capacity building projects;
(b) invite appropriate international donor institutions, private sector entities, and nongovernmental organizations to assist in the development and implementation of trade capacity building projects in accordance with the priorities set out in each national trade capacity building strategy;
(c) work with other committees or working groups established under this Agreement and related cooperation mechanisms, including through joint meetings, in support of the development and implementation of trade capacity building projects, particularly regarding commitments pursuant to the Agreement, in accordance with the priorities set out in each national trade capacity building strategy;
(d) monitor and assess progress, including development of mechanisms as appropriate, in implementing trade capacity building projects; and
(e) provide a report annually to the Commission, describing the Committee's activities unless the Committee decides otherwise.
4. During the transition period, the Committee shall meet at least twice a year, unless the Committee decides otherwise.
5. The Committee shall establish rules and procedures for the conduct of its work. All decisions of the Committee shall be taken by consensus, unless the Committee decides otherwise.
6. The Committee may establish ad hoc working groups, which may comprise government or non-government representatives, or both.
7. The Parties hereby establish a working group on customs administration and trade facilitation, which shall work under and report to the Committee. The initial focus of this working group should be related to implementation of Chapter Five (Customs Administration and Trade Facilitation) and any other priority the Committee designates.
Annex 20.1. The Free Trade Commission
The Free Trade Commission shall be composed of:
(a) in the case of Colombia, the Ministro de Comercio, Industria y Turismo, or its designee; and
(b) in the case of the United States, the United States Trade Representative, or their successors.
Free Trade Agreement Coordinators
The free trade agreement coordinators shall consist of:
(a) in the case of Colombia, the office designated by the Ministro de Comercio, Industria y Turismo; and
(b) in the case of the United States, the Assistant United States Trade Representative for the Americas, or their successors.
Chapter Twenty-One. Dispute Settlement
Section A. Dispute Settlement
Article 21.1. Cooperation
The Parties shall at all times endeavor to agree on the interpretation and application of this Agreement, and shall make every attempt through cooperation, consultations, or other means to arrive at a mutually satisfactory resolution of any matter that might affect its operation.
Article 21.2. Scope of Application
1. Except as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter shall apply with respect to the avoidance or settlement of all disputes between the Parties regarding the interpretation or application of this Agreement or wherever a Party considers that:
(a) an actual or proposed measure of another Party is or would be inconsistent with the obligations of this Agreement;
(b) another Party has otherwise failed to carry out its obligations under this Agreement; or
(c) a benefit the Party could reasonably have expected to accrue to it under Chapter Two (National Treatment and Market Access for Goods), Three (Textiles and Apparel), Four (Rules of Origin and Origin Procedures), Nine (Government Procurement), Eleven (Cross-Border Trade in Services), or Sixteen (Intellectual Property Rights) is being nullified or impaired as a result of a measure of another Party that is not inconsistent with this Agreement. No Party may invoke this subparagraph with respect to a benefit under Chapter Eleven (Cross-Border Trade in Services) or Sixteen (Intellectual Property Rights) if the measure is subject to an exception under Article 22.1 (General Exceptions).
2. For greater certainty, this Chapter does not apply to disputes between Andean Community members concerning a breach of Andean Community Law.
Article 21.3. Choice of Forum
1. Where a dispute regarding any matter arises under this Agreement and under another free trade agreement to which the disputing Parties are party or the WTO Agreement, the complaining Party may select the forum in which to settle the dispute.
2. Once the complaining Party has requested a panel under an agreement referred to in paragraph 1, the forum selected shall be used to the exclusion of the others.
Article 21.4. Consultations
1. Any Party may request in writing consultations with any other Party with respect to any actual or proposed measure or any other matter that it considers might affect the operation of this Agreement. If a Party requests such consultations, the other Party shall promptly reply to the request for consultations, and shall enter into consultations in good faith.
2. The requesting Party shall deliver the request to the other Parties, and shall set out the reasons for the request, including identification of the actual or proposed measure or other matter at issue and an indication of the legal basis for the complaint.
3. A Party that considers it has a substantial trade interest in the matter may participate in the consultations on delivery of written notice to the other Parties within seven days of the date of delivery of the request for consultations. The Party shall include in its notice an explanation of its substantial trade interest in the matter.
4. Consultations may be held in person or by any technological means available to the Parties. If in person, consultations shall be held in the capital of the consulted Party, unless otherwise agreed.
5. In the consultations, each Party shall:
(a) provide sufficient information to enable a full examination of how the actual or proposed measure or other matter might affect the operation and application of this Agreement; and
(b) treat any confidential information exchanged in the course of consultations on the same basis as the Party providing the information.
6. In consultations under this Article, a consulting Party may request another consulting Party to make available personnel of its government agencies or other regulatory bodies who have expertise in the matter subject to consultations.
Article 21.5. Intervention of the Commission
1. If the consulting Parties fail to resolve a matter pursuant to Article 21.4 within:
(a) 60 days of delivery of a request for consultations;
(b) 15 days of delivery of a request for consultations in matters regarding perishable goods; or
(c) such other period as they may agree, 21-2 any such Party may request in writing a meeting of the Commission. (1)
2. A consulting Party may also request in writing a meeting of the Commission where consultations have been held pursuant to Article 17.7 (Cooperative Labor Consultations), 18.12 (Environmental Consultations and Panel Procedure), or 7.7 (Committee on Technical Barriers to Trade).
3. The requesting Party shall deliver the request to the other Parties, and shall set out the reasons for the request, including identification of the measure or other matter at issue and an indication of the legal basis for the complaint.
4. Unless it decides otherwise, the Commission shall convene within ten days of delivery of the request and shall endeavor to resolve the dispute promptly. To assist the Parties reach a mutually satisfactory resolution of the dispute, the Commission may:
(a) call on such technical advisers or create such working groups or expert groups as it deems necessary;
(b) have recourse to good offices, conciliation, or mediation; or
(c) make recommendations.
5. Unless it decides otherwise, the Commission shall consolidate two or more proceedings before it pursuant to this Article regarding the same measure or matter. The Commission may consolidate two or more proceedings regarding other matters before it pursuant to this Article that it determines are appropriate to be considered jointly. (2)
6. The Commission may meet in person or through any other technological means available to the Parties that will allow them to carry out this stage of the proceedings.
Article 21.6. Request for an Arbitral Panel
1. If the consulting Parties fail to resolve a matter within:
(a) 30 days after the Commission has convened pursuant to Article 21.5;
(b) 30 days after the Commission has convened in respect of the matter most recently referred to it, where proceedings have been consolidated pursuant to Article 21.5.5;
(c) 30 days after a Party has delivered a request for consultations under Article 21.4 in a matter regarding perishable goods, if the Commission has not convened pursuant to Article 21.5.4;
(d) 75 days after a Party has delivered a request for consultations under Article 21.4, if the Commission has not convened pursuant to Article 21.5.4; or
(e) such other period as the consulting Parties may agree, any consulting Party that participated at a meeting of the Commission or requested a meeting of the Commission, if the Commission has not convened, may request in writing the establishment of an arbitral panel to consider the matter. The requesting Party shall deliver the request to the other Parties, and shall set out the reasons for the request, including identification of the measure or other matter at issue and an indication of the legal basis for the complaint.
2. An arbitral panel shall be established upon delivery of a request.
3. A Party that is eligible under paragraph 1 to request the establishment of a panel and considers it has a substantial interest in the matter may join the arbitral panel proceedings as a complaining Party on delivery of written notice to the other Parties. The notice shall be delivered at the earliest possible time, and in any event no later than seven days after the date of delivery of the request by the Party for the establishment of a panel.
4. If a Party does not join as a complaining Party in accordance with paragraph 3, it normally shall refrain thereafter from initiating or continuing:
(a) a dispute settlement procedure under this Agreement; or
(b) a dispute settlement proceeding under the WTO Agreement or under another free trade agreement to which it and the Party complained against are party, on grounds that are substantially equivalent to those available to it under this Agreement, regarding the same matter in the absence of a significant change in economic or commercial circumstances.
5. Unless otherwise agreed by the disputing Parties, the panel shall be selected and perform its functions in a manner consistent with the provisions of this Chapter and the Model Rules of Procedure.
6. An arbitral panel may not be established to review a proposed measure.
Article 21.7. Indicative Roster
1. The Parties shall establish within six months of the date of entry into force of this Agreement and maintain an indicative roster of individuals who are willing and able to serve as panelists. Unless the Parties otherwise agree, three members of the roster shall be nationals of each Party, and two members of the roster shall be individuals who are not nationals of any Party. The roster members shall be appointed by consensus, and may be reappointed. Once established, a roster shall remain in effect for a minimum of three years, and shall remain in effect thereafter until the Parties constitute a new roster. The Parties may appoint a replacement where a roster member is no longer available to serve.
2. Parties may have recourse to the indicative roster even if the roster is not complete.
Article 21.8. Qualifications of Panelists
1. All panelists shall:
(a) have expertise or experience in law, international trade, other matters covered by this Agreement, or the resolution of disputes arising under international trade agreements;
(b) be chosen strictly on the basis of objectivity, impartiality, reliability, and sound judgment;
(c) be independent of, and not be affiliated with or take instructions from any Party; and
(d) comply with a code of conduct established by the Parties.
2. Individuals may not serve as panelists for a dispute in which they have participated pursuant to Article 21.5.4.
Article 219. Panel Selection
1. The Parties shall apply the following procedures in selecting a panel:
(a) the panel shall comprise three members;
(b) within 15 days of the delivery of the request for the establishment of the panel, the complaining Party or Parties shall appoint one panelist and the Party complained against shall appoint one panelist, in consultation with each other. If the complaining Party or Parties or the Party complained against fail to appoint a panelist within such period, a panelist shall be selected by lot from the indicative roster established under Article 21.7 within 3 days after expiration of this 15-day period;
(c) the Parties shall endeavor to agree on a third panelist who shall serve as chair within 15 days from the date the second panelist has been appointed or selected. If the Parties are unable to agree on the chair, the chair shall be selected by lot from among the indicative roster members who are not nationals of the disputing Parties within 3 days after expiration of this 15-day period;
(d) each disputing Party shall endeavor to select panelists who have expertise or experience relevant to the subject matter of the dispute. In addition, in any dispute arising under Chapter Seventeen (Labor) or Eighteen (Environment), panelists other than those selected by lot shall have expertise or experience relevant to the subject matter under dispute.
2. If a disputing Party believes that a panelist is in violation of the code of conduct, the disputing Parties shall consult and if they agree, the panelist shall be removed and a new panelist shall be selected in accordance with this Article.
Article 21.10. Rules of Procedure
1. The Parties shall establish by the date of entry into force of this Agreement Model Rules of Procedure, which shall ensure:
(a) a right to at least one hearing before the panel, which, subject to subparagraph (e), shall be open to the public;