3. Nothing in this Agreement shall be construed to require a Party to disclose information relating to the affairs and accounts of individual consumers or any confidential or proprietary information in the possession of public entities.

Article 15. General Exception

1. Subject to the requirement that such measures are not applied in a manner that would constitute arbitrary or unjustifiable discrimination between investments or between investors, Articles 5 (Non- Discriminatory Treatment) and 10 (Transfers) shall not be construed to prevent a Party from adopting or enforcing measures necessary:

(a) to protect public security or public morals or to maintain public order;

(b) to protect human, animal or plant life or health;

(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.

2. The public security and public order exceptions may be invoked only where a genuine and sufficiently serious threat is posed to one of the fundamental interests of society.

3. The Parties understand that the measures referred to in subparagraph (b) include environmental measures necessary to protect human, animal or plant life or health.

Article 16. Security Exception

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 maintenance of international peace and security.

Article 17. Temporary Safeguard Measures

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;

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

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

Nothing in this Agreement shall prevent a Party from exercising its rights and fulfilling its obligations deriving from their membership in any existing or future economic integration agreement, such as free trade area, customs union, common market economic and monetary union, including the European 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 and Responsible Business Conduct

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 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.

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 commitment 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 in order to encourage investment in its territory.

4. Each Party shall effectively implement the multilateral environmental agreements (MEAs), protocols and amendments that it has ratified. The Parties affirm their commitment to promote the development of investment in a way that is conducive to a high level of environmental protection.

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) and 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 MEAs 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 recognise 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 recognised 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 to 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 Globalisation 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

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 Agreement 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 Investors of a Party and the other Party.

1. Any dispute which may arise between one of the Parties and an investor of the other Party, from a covered investment including disputes relating to the amount of compensation, and having as object a claim related to the breach of Section 2 of this Agreement shall as far as possible be settled through consultation, negotiation and mediation.

2. In the event that such 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 in question 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 the Parties.

3. An investor may only submit a claim if the investor itself or any entity directly or indirectly controlled by it, or by which it is in turn directly or indirectly controlled, withdraws or discontinues any existing proceeding before a tribunal or court under domestic or international law with respect to a measure alleged to constitute a breach of Section 2 of this Agreement, as well as it waives its right to initiate any claim or proceeding of the same kind with respect to a measure alleged to constitute such a breach. The investor shall apply this provision in good faith and avoid double proceedings for the same kind of substantial claims.

4. In the event that the investor, the investment or the 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.

5. 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.

6. The Parties shall pursue with each other and other interested trading partners the establishment of a permanent multilateral investment court which may include an appellate mechanism. Upon the entry into force between the Parties of an international agreement providing for such a multilateral investment court, the relevant parts of this Agreement shall cease to apply.

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 10 July 2013 shall apply to international arbitration proceedings initiated pursuant to Article 24 (Settlement of Disputes between Investors of a Party and the other Party).

2. Nothing in this Agreement or the applicable arbitration rules shall prevent the exchange of information between the European Union and the Republic of Italy 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 Republic of Italy "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 organisation, 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. In so doing, they shall comply with Annex | (Code of Conduct). 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. Following the establishment of the Arbitration Tribunal under Article 24 (Settlement of Disputes between Investors of a Party and the other Party) if a disputing party considers that an arbitrator does not meet the requirements set out in paragraph 1 or in Annex |, it shall send a notice of challenge to the appointing authority as established by the relevant rules of procedure, who shall transmit it to the arbitrator concerned. The notice of challenge shall be sent within 15 days after the constitution of the Arbitration Tribunal was communicated to the disputing party, or within 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 Arbitration Tribunal. The notice of challenge shall state the grounds for the challenge.

3. If, within 15 days after the date of the notice of challenge, the challenged arbitrator has elected not to resign from the Arbitration Tribunal, the appointing authority, after hearing the disputing parties and after providing the arbitrator an opportunity to submit any observations, issue a decision within 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 an arbitration tribunal under this Agreement or 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 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 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

The respondent may, no later than 30 days after the establishment of the Arbitration Tribunal under article 24 (Settlement of Disputes between Investors of a Party and the other Party), or 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. 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. 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 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. The decision shall be without prejudice to the right of a party to object, pursuant to Article 30 (Claims unfounded as a matter of law) 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

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. 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. 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.

Section 5. CONSULTATION AND DISPUTE SETTLEMENT BETWEEN THE PARTIES

Article 31. Settlement of Disputes between the Parties

1. In case a dispute arises between the Parties on any alleged breaches in this Agreement, relating to its interpretation and application, this shall, as far as possible, be settled amicably through consultation, negotiation and mediation.

2. In the event that the dispute cannot be settled within six 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 months from the moment on which the request for arbitration is received, each of the two Parties shall appoint a member of the Tribunal. The President shall be appointed within three 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 32. Relations between Governments

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

Article 33. 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.

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 34. Amendments to the Agreement

By mutual consent, the Parties may amend this Agreement, or may jointly issue an interpretative note of any provision thereof. Any such amendments and additions will be executed by a separate protocol, which is an integral part of this Agreement, and will enter into force as provided by Article 36 of this Agreement (Entry into force, duration and termination).

Article 35. Denial of Benefits

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 or maintains measures related to the maintenance of international peace and security, including the protection of human rights, which:

(a) prohibits transactions with that investor or covered investment, or

(b) would be violated or circumvented if the benefits of this Agreement where accorded to that investor or covered investment, including where the measures prohibit transactions with a natural or juridical person who owns or controls either of them.

Article 36. Entry Into Force, Duration and Termination

1. This Agreement, its amendments and additions shall enter into force on the date of receiving the last written notification confirming the implementation by the Parties of all internal procedures necessary for its entry into force.

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

3. In the event that the present Agreement is terminated pursuant to paragraph 2 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.

4. FOR AGREEMENTS WITH THIRD COUNTRIES THAT HAVE A STATUS OF CANDIDATE COUNTRY TO THE EU. This Agreement shall, in any event, be automatically terminated as a whole and cease its effect 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 _______________________ in __________ in English.

For the Government of the Italian Republic

For the Government of XXXX

Attachments

Annex I. CODE OF CONDUCT FOR ARBITRATORS AND MEDIATORS

1. Definitions

For the purpose of this Code of Conduct, the following definitions apply:

- "member" means a person who has been appointed to serve as a member of a tribunal established pursuant to Article 24 (Settlement of Disputes between Investors of a Party and the other Party) of this Agreement.

- "assistant" means a person who, under the terms of appointment of a member, assists the member, conducts research, or supports him or her in his or her duties

- "candidate" means a person who is under consideration for appointment as member;

- "mediator" means a person who conducts a mediation in accordance with Article 24 of this Agreement.

2. Governing Principles

Any candidate or member shall avoid impropriety and the appearance of impropriety, and shall observe high standards of conduct so that the integrity and impartiality of the dispute settlement proceeding is preserved.

3. Disclosure Obligations

1. Prior to confirmation of their appointment as members under Article 24 (Settlement of Disputes between Investors of a Party and the other Party) of this Agreement, candidates shall disclose to the disputing parties any past or present interest, relationship or matter that is likely to affect their independence or impartiality, or that might reasonably be seen as creating a direct or indirect conflict of interest, or that creates or might reasonably be seen as creating an appearance of impropriety or bias. To this end, candidates shall make all reasonable efforts to become aware of any such interests, relationships or matters. The disclosure of past interests, relationships or matters shall cover at least the last five (5) years prior to a candidate becoming aware that he or she is under consideration for appointment as member in a dispute under this Agreement.

2. Following their appointment, members shall at all times continue to make all reasonable efforts to become aware of any interests, relationships or matters referred to in Article 3(1) of this Code of Conduct. Members shall at all times disclose such interests, relationships or matters throughout the performance of their duties by informing the disputing parties and the Parties. They shall also communicate matters concerning actual or potential violations of this Code of Conduct to the disputing parties and the Parties.

4. Independence, Impartiality and other Obligations of Members

1. In addition to the obligations established pursuant to Articles 2 (Governing principles) and 3 (Disclosure Obligations) of this Code of Conduct, members shall:

(a) get acquainted with this Code of Conduct;

(b) be and appear to be, independent and impartial, and avoid any direct or indirect conflicts of interest;

(c) not take instructions from any organisation or government with regard to matters before the tribunal for which they are appointed;

(d) avoid creating an appearance of bias and not be influenced by self-interest, outside pressure, political considerations, public clamour, loyalty to a Party, disputing party or any other person involved or participating in the proceeding, fear of criticism or financial, business, professional, family or social relationships or responsibilities;

(e) not, directly or indirectly, incur any obligation, or accept any benefit, enter into any relationship, or acquire any financial interest that would in any way interfere, or appear to interfere, with the proper performance of their duties, or that is likely to affect their impartiality;

(f) not use their position as a member to advance any personal or private interests and avoid actions that may create the impression that others are in a special position to influence them;

(g) perform their duties thoroughly and expeditiously throughout the course of the proceeding, and with fairness and diligence;

(h) avoid engaging in ex parte contacts concerning the proceeding;

(i) consider only those issues raised in the proceeding and which are necessary for a decision or award and not delegate this duty to any other person.

2. Members shall take all appropriate steps to ensure that their assistants are aware of, and comply with, Articles 2, 3, 4(1), 5 and 6 of this Code of Conduct mutatis mutandis.

5. Obligations of Former Members

1. Former members shall avoid actions that may create the appearance that they were biased in carrying out their duties or derived advantage from the decisions or awards of the tribunal.

2. Former members shall undertake that for a period of five (5) years after the end of their duties in relation to a dispute settlement proceeding under this Agreement they shall not:

(a) become involved in any manner whatsoever in investment disputes directly and clearly connected with disputes, including concluded disputes, that they have dealt with as members of a tribunal established under this Agreement;

(b) act as party-appointed member, legal counsel or party-appointed witness or expert of any of the disputing parties, in relation to investment disputes under this or other bilateral or multilateral investment treaties.

3. If the appointing authority in charge of deciding on challenges is informed or becomes otherwise aware that a former member is alleged to have acted inconsistently with the obligations established in Article 5(1) an (2), or any other part of this Code of Conduct while performing the duties of member of a tribunal in an investment dispute under this Agreement, it shall examine the matter, provide the opportunity to the former member to be heard, and after verification, inform:

(a) the professional body or other such institution with which the former member is affiliated;