4. If an investor of a Party submits a claim to arbitration under Article 13.25 (Submission of a Claim to Arbitration), including a claim that a Party breached Article 13.9 (Minimum Standard of Treatment), the investor has the burden of proving all elements of its claim, consistent with the general principles of international law applicable to international arbitration.

Article 13.31. Preliminary Objections

1. Without prejudice to a Tribunal’s authority to address other questions as a preliminary objection, a Tribunal shall address and decide as a preliminary question an objection by the respondent Party that, as a matter of law, a claim submitted is not a claim for which an award in favour of the investor may be made under this Agreement, including that a dispute is not within the competence of the Tribunal, or that a claim is manifestly without legal merit.

2. An objection under paragraph 1 shall be submitted to the Tribunal within 60 days of constitution of the Tribunal. The Tribunal shall suspend any proceeding on the merits and issue a decision or award on the objection, stating the grounds therefor, within 180 days of the objection. However, if a disputing party requests a hearing, the Tribunal may take an additional 30 days to issue the decision or award. Regardless of whether a disputing party requests a hearing, a Tribunal may, on a showing of extraordinary cause, delay issuing its decision or award by an additional brief period, which may not exceed 30 days.

3. When deciding an objection under paragraph 1, the Tribunal shall assume to be true the factual allegations in the claim to arbitration under Article 13.25 (Submission of a Claim to Arbitration), or any amendment to that claim. The Tribunal may also consider relevant facts not in dispute.

4. Whether or not a respondent Party raises an objection under paragraph 1 concerning the competence of the Tribunal, the respondent Party shall have the right to raise, and the Tribunal the authority to address and decide, a question pertaining to its competence in the course of the proceedings.

5. The provisions on costs in Article 13.39.3(Final Award) shall apply to decisions or awards issued under this Article.

Article 13.32. Consolidation

1. If two or moreclaims have been submitted separately to arbitration under Article 13.25 (Submission of a Claim to Arbitration) and the claims have a question of law or fact in common and arise out of the same events or circumstances, a disputing party may seek a consolidation order in accordance with the agreement of all the disputing parties sought to be covered by the order or the terms of paragraphs 2 through 10.

2. A disputing party that seeks a consolidation order under this Article shall deliver, in writing, a request to the Secretary-General of ICSID to establish a Tribunal and shall specify in the request:

(a) the name of the respondent Party, or the investors, against which the order is sought;

(b) the nature of the order sought; and

(c) the grounds for the order sought.

3. The disputing party shall deliver a copy of the request to the respondent Party, or the investors, against which the order is sought.

4. Unless the disputing parties sought to be covered by the order agree to a different appointment process, the Secretary-General of ICSID shall, within 60 days of receiving the request, establish a Tribunal composed of three arbitrators. The Secretary-General of ICSID shall appoint one member who is a national of the respondent Party, one member who is a national of the Party of the investors that submitted the claims, and a presiding arbitrator who is not a national of a Party.

5. A Tribunal established under this Article shall be established under the UNCITRAL Arbitration Rules and shall conduct its proceedings in accordance with the UNCITRAL Arbitration Rules, except as modified by this Section.

6. If a Tribunal established under this Article is satisfied that the claims submitted to arbitration under Article 13.25 (Submission of a Claim to Arbitration) have a question of law or fact in common, the Tribunal may, in the interest of fair and efficient resolution of the claims and after hearing the disputing parties, by order:

(a) assume jurisdiction over, and hear and determine together, all or part of the claims; or

(b) assume jurisdiction over, and hear and determineone or more of the claims, the determination of which it believes would assist in resolving the other claims.

7. If a Tribunal has been established under this Article, an investor that has submitted a claim to arbitration under Article 13.25 (Submission of a Claim to Arbitration) and that has not been named in a request made under paragraph 2 may make a written request to the Tribunal that it be included in an order made under paragraph 6. The request shall specify:

(a) the name and address of the investor;

(b) the nature of the order sought; and

(c) the grounds on which the order is sought.

8. An investor referred to in paragraph 7 shall deliver a copy of its request to the disputing parties named in a request under paragraph 1.

9. A Tribunal established under Article 13.25 (Submission of a Claim to Arbitration) does not have jurisdiction to decide a claim, or a part of a claim, over which a Tribunal established under this Article has assumed jurisdiction.

10. On application of a disputing party, a Tribunal established under this Article, pending its decision under paragraph 6, may order that the proceedings of a Tribunal established under Article 13.25 (Submission of a Claim to Arbitration) be stayed unless the latter Tribunal has already adjourned its proceedings.

Article 13.33. Seat of Arbitration

The disputing parties may agree on the seat of arbitration under the arbitration rules applicable under Article 13.25 (Submission of a Claim to Arbitration) or Article 13.32 (Consolidation). If the disputing parties fail to agree, the Tribunal shall determine the seat of arbitration in accordance with the applicable arbitration rules, provided that the legal seat of arbitration shall be in the territory of a State that is a party to the New York Convention.

Article 13.34. Transparency of Proceedings

1. Subject to paragraphs 2 and 4, the respondent Party shall, after receiving the following documents, promptly transmit them to the non-disputing Party and make them available to the public:

(a) a claim submitted pursuant to Article 13.25 (Submission of a Claim to Arbitration);

(b) pleadings, memorials, briefs, and other submissions made to the Tribunal by a disputing party;

(c) minutes or transcripts of hearings of the Tribunal, if available; and

(d) orders, awards,and decisions of the Tribunal.

2. The Tribunal shall conduct hearings open to the public and shall determine, in consultation with the disputing parties, the appropriate logistical arrangements. If a disputing party intends to use information in a hearing that is designated as confidential information or otherwise subject to paragraph 3, it shall so advise the Tribunal. The Tribunal shall make appropriate arrangements to protect such information from disclosure which may include closing the hearing for the duration of the discussion of that information.

3. Nothing in this Section, requires a respondent Party to make available to the public or otherwise disclose during or after the arbitral proceedings, including the hearing, confidential information, or to furnish or allow access to information that it may withhold in accordance with Article 25.3 (Exceptions and General Provisions – National Security) or Article 25.8 (Exceptions and General Provisions – Disclosure of Information and Confidentiality).

4. Any confidential information that is submitted to the Tribunal shall be protected from disclosure in accordance with the following procedures:

(a) subject to subparagraph (d), neither the disputing parties nor the Tribunal shall disclose to a non-disputing Party or to the public any confidential information if the disputing party that provided the information clearly designates it in accordance with subparagraph (b);

(b) any disputing party claiming that certain information constitutes confidential information shall clearly designate the information according to any schedule set by the Tribunal;

(c) a disputing party shall, according to any schedule set by the Tribunal, submit a redacted version of the document that does not contain the confidential information. Only the redacted version shall be disclosed in accordance with paragraph 1; and

(d) the Tribunal, subject to paragraph 3, shall decide any objection regarding the designation of information claimed to be confidential information.

5. Nothing in this Section requires a respondent Party to withhold from the public information required to be disclosed by its law. The respondent Party should endeavour to apply those laws in a manner sensitive to protecting from disclosure information that has been designated as confidential information.

6. A disputing party may disclose to other persons in connection with the proceedings, including witnesses and experts, unredacted documents that it considers necessary to disclose in the course of proceedings under this Section. However, the disputing party shall ensure that those persons protect the confidential information in those documents as directed by the Tribunal.

7. A Party may disclose to government officials and officials of a government other than at the central level, if applicable, unredacted documents that it considers necessary to disclose in the course of proceedings under this Section. However, that Party shall ensure that those persons protect the confidential information in those documents as directed by the Tribunal.

Article 13.35. Participation of a Non-Disputing Party

1. TheTribunal shall accept or,after consultation withthedisputing parties, may invite oral or written submissions from thenon-disputing Party regarding the interpretation of this Agreement. The non-disputing Party may attend a hearing held under this Section.

2. TheTribunal shall notdraw any inference from theabsence ofasubmission pursuant to paragraph 1.

3. TheTribunal shall ensure thatthedisputing parties are givenareasonable opportunity to present theirobservations on asubmission by the non-disputing Party.

Article 13.36. Expert Reports

Without prejudice to the appointment of other kinds of experts if authorized by the applicable arbitration rules, the Tribunal may, at the request of a disputing party or, unless the disputing parties disapprove, on its own initiative, appoint one or more experts to report to it in writing on any factual issue, including the rights of Indigenous Peoples (15) or scientific matters raised by a disputing party in a proceeding, subject to any terms and conditions agreed on by the disputing parties.

Article 13.37. Interim Measures of Protection

A 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. A Tribunal shall not order attachment or enjoin the application of the measure alleged to constitute a breach referred to in Article 13.25 (Submission of a Claim to Arbitration). For the purposes of this paragraph, an order includes a recommendation.

Article 13.38. Security for Costs

1. At the request of a disputing party, the Tribunal may order the other disputing party to provide security for all or part of the costs, if there are reasonable grounds to believe that there is a risk the disputing party may not be able to honour a potential costs award against it.

2. In determining whether to order a disputing party to provide security for costs, the Tribunal shall consider all relevant circumstances, including:

(a) that disputing party’s ability tocomply withanadverse decision on costs;

(b) that disputing party’s willingness to comply with an adverse decision on costs;

(c) the effect that providing security for costs may have on that disputing party’s ability to pursue its claim or counterclaim; and

(d) the conduct of the disputing parties.

3. The Tribunal shall consider all evidence adduced inrelation tothecircumstances in paragraph 2, including theexistence ofthird party funding.

4. The Tribunal shall specify any relevant terms inanorder toprovidesecurity for costs and shall fix a time limit of 30 days for compliance with the order, or within any other time period set by the Tribunal.

5. If a disputing party fails to comply with an order to provide security for costs, the Tribunal may suspend the proceeding. If the proceeding is suspended for more than 90 days, the Tribunal may, after consulting with the disputing parties, order the discontinuance of the proceeding.

6. A disputing party shall promptly disclose any material change in the circumstances upon which the Tribunal ordered security for costs.

7. The Tribunal may at any time modify or revoke its order on security for costs, on its own initiative or upon a disputing party’s request.

Article 13.39. Final Award

1. If a Tribunal makes afinal award against the respondent Party, in respect of its finding of liability, the Tribunal may award, separately or in combination, only:

(a) monetary damages and any applicable interest; and

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

2. Subject to paragraph 1, if a claim is made under Article 13.25.2 (Submission of a Claim to Arbitration):

(a) an award of monetary damages and any applicable interest shall provide that the sum be paid to the enterprise;

(b) an award ofrestitution of property shall provide that restitution be made to the enterprise;

(c) an award of costs in favour of theinvestor shall provide that the sum be paid to theinvestor; and

(d) the award shall provide that it is made without prejudice to a right that a person, other than a person which has provided a waiver pursuant to Article 13.25 (Submission of a Claim to Arbitration), may have in monetary damages or property awarded under a Party’s domestic law.

3. The Tribunal shall makean order with respect to the costs of the arbitration, which shall in principle be borne by the unsuccessful disputing party or parties. In determining the appropriate apportionment of costs, the Tribunal shall consider all relevant circumstances, including:

(a) the outcome of any part of the proceeding, including the number or extent of the successful parts of the claims or defences;

(b) the disputing parties’ conduct during the proceeding, including the extent to which they acted in an expeditious and cost-effective manner;

(c) the complexity of the issues; and

(d) the reasonableness of the costs claimed.

4. The Tribunal and the disputing parties shall make every effort to ensure the dispute settlement process is carried out in a timely manner. The Tribunal shall issue its final award within 12 months of the final date of the hearing on the merits. It may, with good cause and notice to the disputing parties, delay issuing its final award by an additional brief period.

5. Monetary damages in an award:

(a) shall not be greater than the loss or damage incurred by the investor, or, as applicable, by the enterprise referred to in Article 13.25.2 (Submission of a Claim to Arbitration), as valued on the date of the breach; (16)

(b) shall only reflect loss or damage incurred by reason of, or arising out of, the breach; and

(c) shall be determined with reasonable certainty, and shall not be speculative or hypothetical.

6. In making an award under paragraph 5, the Tribunal shall calculate monetary damages based only on the submissions of the disputing parties, and shall consider, as applicable:

(a) contributory fault, whether deliberate or negligent;

(b) failure to mitigate damages;

(c) prior damages or compensation received for the same loss; or

(d) restitution of property, or repeal,or modification of the measure.

7. The Tribunal may award monetary damages for lost future profits only insofar as such damages satisfy the requirements under paragraph 5. Such determination requires a case-by-case, fact-based inquiry that takes into consideration, among other factors, whether a covered investment has been in operation in the territory of the respondent Party for a sufficient period of time to establish a performance record of profitability.

8. The Tribunal shall not award punitive damages. 9. The Tribunal shall not award monetary damages under Article 13.25.1 (Submission of a Claim to Arbitration) for loss or damage incurred by the investment.

Article 13.40. Finality and Enforcement of an Award

1. An award made by a Tribunal has no binding force except between the disputing parties and in respect of that particular case.

2. Subject to paragraph 3 and the applicable review procedure foran interim award, a disputing party shall abide by and comply with an award without delay.

3. A disputing party shall not seek enforcement of a final award until:

(a) in the case of a final award made under the ICSID Convention:

(i) 120 days have elapsed from the date the award was rendered provided that adisputing party has not requested the award be revised orannulled; or

(ii) revision orannulment proceedings have been completed; and

(b) in the case of a final award under the ICSID Additional Facility Rules or the UNCITRAL Arbitration Rules:

(i) 90 days have elapsed from the date the award was rendered and no disputing party has commenced a proceeding to revise, set aside, or annul theaward; or

(ii) acourt has dismissed orallowed anapplication torevise, set aside, orannul theaward, and there is no further appeal.

4. Each Party shall provide for the enforcement of an award in its territory.

5. A claim submitted to arbitration under Article 13.25 (Submission of a Claim to Arbitration) shall be considered to arise out of a commercial relationship or transaction for the purposes of Article I of the New York Convention.

Article 13.41. Third Party Funding

1. A claimant benefiting from a third party funding arrangement shall disclose to the respondent Party and to the Tribunal the name and address of the third party funder.

2. The claimant shall makethe disclosure under paragraph 1 at the time of the submission of a claim to arbitration under Article 13.25 (Submission of a Claim to Arbitration), or, if the third party funding is arranged after the submission of a claim, within 10 days of the date on which the third party funding was arranged.

3. The claimant shall havea continuing obligation to disclose any changes to the information referred to in paragraph 1 occurring after its initial disclosure, including termination of the third party funding arrangement.

Article 13.42. Service of Documents

1. Delivery of notice and other documents to a Party shall be made to:

For Indonesia: Director General for Legal Affairs and International Treaties,

Ministry of Foreign Affairs, Jalan Taman Pejambon

No.6 Jakarta 10110 Indonesia.

For Canada: Office of the Assistant Deputy Attorney General of Canada,

50 O’Connor Street, 5th Floor, Ottawa, Ontario K1A 0HB.

2. A Party shall promptly make publicly available and notify the other Partyof any change to the place referred to in paragraph 1.

Article 13.43. Receipts Under Insurance or Guarantee Contracts

In an arbitration under this Section, a respondent Party may not assert as a defence, counterclaim, right of set-off, or otherwise, that the claimant has received or will receive, under an insurance or guarantee contract, indemnification or other compensation for all or part of its alleged damages.

ANNEX 13-A. EXCLUSIONS FROM DISPUTE SETTLEMENT

1. Section D (Investor-State Dispute Settlement) and Chapter 24(Dispute Settlement) of this Agreement do not apply to a measure adopted or maintained relating to a review under the Investment Canada Act, R.S.C. 1985, c. 28, as amended, with respect to whether or not to permit an investment that is subject to review.

2. Section D(Investor-State Dispute Settlement) of this Agreement doesnot apply to a tobacco control measure adopted or maintained by a Party. A “tobacco control measure” means a measure of a Party related to the production or consumption of manufactured tobacco products (including products made or derived from tobacco), their distribution, labelling, packaging, advertising, marketing, promotion, sale, purchase, or use, as well as enforcement measures, such as inspection, recordkeeping, and reporting requirements. A measure with respect to tobacco leaf that is not in the possession of a manufacturer of tobacco products, or that is not part of a manufactured tobacco product, is not a tobacco control measure.

Chapter 14. INTELLECTUAL PROPERTY

Section A: General Provisions Article 14.1: Definitions 1. For the purposes of this Chapter: Berne Convention means the Berne Convention for the Protection of Literary and Artistic Works, as revised at Paris on 24 July 1971; Budapest Treaty means the Budapest Treaty on the International Recognition of the Deposit of Microorganisms for the Purposes of Patent Procedure (1977), done at Budapest on 28 April 1977, as amended on 26 September 1980; counterfeit geographical indication goods means goods, including packaging, bearing without authorisation, a geographical indication which is identical to the geographical indication validly registered or otherwise protected in respect of those goods and which infringes the rights of the right holder of the geographical indication in question under the law of the Party providing the procedures under Section J (Enforcement of Intellectual Property Rights); counterfeit trademark goods means goods, including packaging, bearing without authorisation a trademark that is identical to the trademark validly registered in respect of those goods, or that cannot be distinguished in its essential aspects from the trademark, and that thereby infringes the rights of the owner of the trademark in question under the law of the Party providing the procedures under Section J (Enforcement of Intellectual Property Rights); Doha Declaration means the Declaration on the TRIPS Agreement and Public Health, adopted at Doha on 14 November 2001; geographical indication means an indication that identifies a good as originating in the territory of a Party, or a region or locality in that territory, where a given quality, reputation, or other characteristic of the good is essentially attributable to its geographical origin; Hague Agreement means the Geneva Act of the Hague Agreement Concerning the International Registration of Industrial Designs, done at Geneva on 2 July 1999; intellectual property refers to all categories of intellectual property that are the subject of Sections 1 through 7 of Part II of the TRIPS Agreement; Madrid Protocol means the Protocol Relating to the Madrid Agreement Concerning the International Registration of Marks, done at Madrid on 27 June 1989; with respect to the misappropriation of a trade secret, manner contrary to honest commercial practices means at least practices such as breach of contract, breach of confidence, and inducement to breach; Marrakesh Treaty means the Marrakesh Treaty to Facilitate Access to Published Works for Persons Who Are Blind, Visually Impaired or Otherwise Print Disabled, done at Marrakesh on 27 June 2013; with respect to a trade secret, misappropriation means the acquisition, use, or disclosure of a trade secret in a manner contrary to honest commercial practices, including the acquisition, use, or disclosure of a trade secret by a third party that knew, or ought to have known, that the trade secret was acquired, used, or disclosed in a manner contrary to honest commercial practices.1 Misappropriation does not include situations in which a person: (a) reverse engineered an item lawfully obtained; (b) independently discovered information claimed as a trade secret; or (c) acquired the subject information from another person in a legitimate manner without an obligation of confidentiality or knowledge that the information was a trade secret; Nice Agreement means the Nice Agreement Concerning the International Classification of Goods and Services for the Purposes of the Registration of Marks, done at Nice on 15 June 1957, as revised and amended on 28 September 1979; Paris Convention means the Paris Convention for the Protection of Industrial Property, done at Paris on 20 March 1883 as revised at Stockholm on 14 July 1967; Patent Cooperation Treaty means the Patent Cooperation Treaty, done at Washington on 19 June 1970, as amended on 28 September 1979, and modified on 3 February 1984 and on 3 October 2001; Patent Law Treaty means the Patent Law Treaty, done at Geneva on 1 June 2000; performance means a performance fixed in a phonogram unless otherwise specified; pirated copyright goods means goods that are copies made without the consent of the right holder or person duly authorised by the right holder in the country of production and that are made directly or indirectly from an article where the making of that copy would have constituted an infringement of a copyright or a related right under the law of the Party providing the procedures under Section J (Enforcement of Intellectual Property Rights); protection of intellectual property includes matters affecting the availability, acquisition, scope, maintenance and enforcement of intellectual property rights as well as those matters affecting the use of intellectual property rights specifically addressed in this Chapter; Rome Convention means the International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organizations, done at Rome on 26 October 1961; Singapore Treaty means the Singapore Treaty on the Law of Trademarks, done at Singapore on 27 March 2006; 1 For greater certainty, “misappropriation” as defined in this paragraph includes cases in whichtheacquisition, use,or disclosure involves a computer system. trade secret means information2 that: (a) is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons within the circles that normally deal with the kind of information in question; (b) has actual or potential commercial value because it is secret; and (c) has been subject to reasonable steps under the circumstances, by the person lawfully in control of the information, to keep it secret; The TRIPS/health solution means, collectively, the Decision of the WTO General Council of 30 August 2003 on the Implementation of Paragraph Six of the Doha Declaration on the TRIPS Agreement and Public Health (WT/L/540) and the WTO General Council Chairman’s Statement Accompanying the Decision (JOB(03)/177, WT/GC/M/82), as well as the Decision of the WTO General Council of 6 December 2005 on the Amendment of the TRIPS Agreement (WT/L/641), and the WTO General Council Chairperson’s Statement Accompanying the Decision (JOB(05)/319 and Corr. 1,WT/GC/M/100); UPOV 1991 means the International Convention for the Protection of New Varieties of Plants, done at Paris on 2 December 1961, as revised at Geneva on 19 March 1991; WCT means the WIPO Copyright Treaty, done at Geneva on 20 December 1996; WIPO means the World Intellectual Property Organization; work includes a cinematographic work, photographic work, and computer program; and WPPT means the WIPO Performances and Phonograms Treaty, done at Geneva on 20 December 1996. 2. For the purposes of Article 14.10(National Treatment), Article 14.11 (Most-Favoured-Nation Treatment), and Article 14.35. (Procedures for the Protection of Geographical Indications): with respect to the relevant right, a national means a person of a Party that would meet the criteria for eligibility for protection provided for in the agreements referred to in Article 14.9 (International Agreements). 2 For greater certainty, “information” includes writtenor unwritten information. Article 14.2: Objectives 1. The objectives of this Chapter are to: (a) achieve an adequate and effective level of protection and enforcement of intellectual property with a view, among other things, to eliminating trade in goods infringing intellectual property rights while ensuring that measures to protect and enforce intellectual property do not themselves become barriers to legitimate trade; (b) facilitate international trade and contribute to economic, social,and cultural development through the production and commercialization of innovative and creative products and services, the transfer and dissemination of technology, and the creation of a sound and viable technological base; and (c) maintain a balance between the rights of intellectual property right holders and the legitimate interests of intellectual property users with regard to intellectual property. 2. The Parties recognise the importance of: (a) promoting innovation and creativity; (b) facilitating the diffusion of information, knowledge, technology, culture, and the arts; and (c) fostering competition and open and efficient markets, through their respective intellectual property systems, while respecting the principles of transparency and due process, and taking into account the interests of relevant stakeholders, including right holders, intermediaries, users, and the public. Article 14.3: Principles 1. A Party may adopt measures necessary to protect public health and nutrition, and to promote the public interest in sectors of vital importance to their socio-economic and technological development, provided that such measures are consistent with the provisions of this Chapter. 2. Appropriate measures, provided that they areconsistent with the provisions of this Chapter, may be needed to prevent the abuse of intellectual property rights by right holders or the resort to practices which unreasonably restrain trade or adversely affect the international transfer of technology. Article 14.4: Nature and Scope of Obligations Each Party shall give effect to the provisions of this Chapter. A Party may, but shall not be obliged to, provide more extensive protection for, or enforcement of, intellectual property rights under its law than is required by this Chapter, provided that such protection or enforcement does not contravene the provisions of this Chapter. Each Party shall be free to determine the appropriate method of implementing the provisions of this Chapter within its own legal system and practice. Article 14.5: Exhaustion of Intellectual Property Rights Nothing in this Agreement prevents a Party from determining whether or under what conditions the exhaustion of intellectual property rights applies under its legal system.3 Article 14.6: Public Domain 1. The Parties recognise the importance of a rich and accessible public domain. 2. The Parties acknowledge the importance of publicly accessible databases of registered intellectual property rights to assist in the identification of subject matter that has fallen into the public domain. Article 14.7: Application of Chapter to Existing Subject Matter and Prior Acts 1. Unless otherwise provided in this Chapter, this Chapter gives rise to obligations in respect of all subject matter existing at the date of entry into force of this Agreement and that is protected on that date in the territory of a Party where protection is claimed, or that meets or comes subsequently to meet the criteria for protection under this Chapter. 2. Unless otherwise provided in this Chapter, a Party shall not be required to restore protection to subject matter that on the date of entry into force of this Agreement has fallen into the public domain in its territory. 3. This Chapter does not give rise to obligations in respect of acts that occurred before the date of entry into force of this Agreement. Article 14.8: Public Health Measures 1. The Parties affirm their commitment to the Doha Declaration. In particular, the Parties have reached the following understandings regarding this Chapter: (a) The obligations of this Chapter do not and should not prevent a Party from taking measures to protect public health. Accordingly, while reiterating their commitment to this Chapter, the Parties affirm that this Chapter can and should be interpreted and implemented in a manner supportive of each Party’s right to protect public health and, in particular, to promote access to medicines for all and to take measures to limitor discourage the use of tobacco or tobacco-related products. Each Party has the right to determine what constitutes a national emergency or other circumstances of extreme urgency, it being understood that public health crises, including those relating to epidemics, such as HIV/AIDS, tuberculosis, and malaria, can represent a national emergency or other circumstances of extreme urgency; 3 For greater certainty,this Article is without prejudiceto any provisions addressingtheexhaustionof intellectual property rightsin international agreements to which aParty is a party. (b) In recognition of the commitment to access to medicines that are supplied in accordance with the TRIPS/health solution, this Chapter does not and should not prevent the effective utilization of the TRIPS/health solution; and (c) With respect to the aforementioned matters, if any waiver of any provision of the TRIPS Agreement, or any amendment of the TRIPS Agreement, enters into force with respect to the Parties, and a Party’s application of a measure in conformity with that waiver or amendment is contrary to the obligations of this Chapter, the Parties shall immediately consult to consider adapting this Chapter as appropriate in the light of the waiver or amendment. 2. The Parties welcome the 23 January 2017 entry into force of the Protocol Amending the TRIPS Agreement, pursuant to the Decision of the WTO General Council of 30 August 2003 on Paragraph 6 of the Doha Declaration, and shall contribute to the implementation of and respect for the Protocol Amending the TRIPS Agreement. Article 14.9: International Agreements 1. The Parties affirm their rights and obligations under the TRIPS Agreement. 2. Each Party affirms that it has ratified or acceded to the following agreements: (a) Berne Convention; (b) Budapest Treaty; (c) Madrid Protocol; (d) Marrakesh Treaty; (e) Nice Agreement; (f) Paris Convention; (g) Patent Cooperation Treaty; (h) WCT; and (i) WPPT. 3. Each Party shall makeall reasonable efforts to ratify or accede to each of the following agreements, if it is not already a party to that agreement: (a) Hague Agreement; and (b) Singapore Treaty. 4. The Parties shall exchange information on their respective progress regarding the ratification or accession to the agreements referred to in Paragraph 3. 5. Each Party shall consider ratifying or acceding to UPOV 19914, if it is not already a Party to that agreement. 4 A Party’s ratificationor accession to UPOV 1991 is without prejudice to its rights to protect local plant varieties. Article 14.10: National Treatment 1. Each Party shall accord to nationals of the other Party treatment no less favourable than that it accords to its own nationals with regard to the protection of intellectual property covered in this Chapter, subject to the exceptions, exemptions, and flexibilities provided for in the TRIPS Agreement and in multilateral agreements concluded or administered under the auspices of WIPO. 2. For greatercertainty, a Party may avail itself of the exceptions referred to in paragraph 1 in relation to its judicial and administrative procedures, including requiring a national of the other Party to designate an address for service in its territory, or to appoint an agent in its territory, only where such exceptions are: (a) necessary to secure compliance with its laws and regulations that are not inconsistent with this Chapter; and (b) not applied in a manner that would constitute a disguised restriction on trade. 3. For greater certainty, the obligations under paragraph 1 do not apply to procedures provided in multilateral agreements concluded under the auspices of WIPO relating to the acquisition or maintenance of intellectual property rights. Article 14.11: Most-Favoured-Nation Treatment Each Party shall immediately and unconditionally accord to nationals of the other Party any advantage, favour, privilege, or immunity granted by it to the nationals of a non-Party with regard to the protection of intellectual property, subject to the exceptions, exemptions, and flexibilities provided for in the TRIPS Agreement and in multilateral agreements concluded or administered under the auspices of WIPO. Article 14.12: Transparency 1. Further to Article 22.2 (Transparency, Anti-Corruption, and Responsible Business Conduct – Publication) and Article 14.76 (Enforcement Practices with Respect to Intellectual Property Rights), each Party shall endeavour to make available on a government website its laws, regulations, procedures, and administrative rulings of general application concerning the protection and enforcement of intellectual property rights, and in a manner that enables the public to become acquainted with them. 2. Each Party shall, subject to its law, endeavour to make available on a government website information that it makes public concerning applications for trademarks, geographical indications, designs, patents, and plant variety rights.5, 6 5 For greater certainty,paragraphs 2 and3 are without prejudice to aParty’s obligations under Article 14.28 (Electronic Trademarks System). 6 For greater certainty,paragraph 2 does not require a Party to make available on the government website the entire dossier forthe relevant application. 3. Each Party shall, subject to its law, make available on a government website information that it makes public concerning registered or granted trademarks, geographical indications, designs, patents, and plant variety rights, sufficient to enable the other Party or any interested person to become acquainted with those registered or granted rights.7 Section B: Cooperation Article 14.13: Committee on Intellectual Property 1. The Parties hereby establish a Committee on Intellectual Property (the Committee) composed of representatives of each Party, including representatives with expertise in intellectual property. 2. The Committee shall be co-chaired by arepresentative of each Party. The Co-Chairs shall also act as Contact Points to facilitate communications between the Parties on matters relevant to this Chapter and other intellectual property matters. 3. The Committee shall meet as mutually decided by the Parties. Committee meetings may be held in person or by any technological means decided by the Parties. 4. The Parties may decide to invite independent experts to attend Committee meetings, as appropriate. 5. The Committee shall: (a) discuss topics relevant to the protection and enforcement of intellectual property rights covered by this Chapter, and any other relevant issue as decided by the Parties; (b) provide a forum for consultations pursuant to Article 14.8(1)(c) (Public Health Measures) and Article 14.101 (Technical Consultations); and (c) oversee the Parties’ cooperation under this Chapter. 6. Members of the Committee may attend, by invitation, meetings of other committees established under this Agreement. Article 14.14: Cooperation in the Field of Intellectual Property The Parties shall endeavour to increase opportunities for cooperation in the field of intellectual property. This cooperation may include: (a) promoting communication between the Parties’ respective competent authorities that have an interest in the field of intellectual property; 7 For greater certainty,paragraph 3 does not require a Party to make available on the government website the entire dossier forthe relevant registeredor granted intellectual property right. (b) exchanging information on: (i) each Party’s laws, regulations, procedures, and experiences in the field of intellectual property; (ii) the implementation of intellectual property systems aimed at promoting the efficient registration of intellectual property rights; (iii) best practices on the enforcement of intellectual property rights; (iv) the implementation of multilateral intellectual property agreements, such as those concluded or administered under the auspices of WIPO; (v) policies, programs, or issues relating to: (A) the generation, use, and protection of intellectual property by micro, small, and medium-sized enterprises; (B) public awareness of intellectual property rights, including education and awareness programs aimed at groups that are underrepresented in the intellectual property system; (C) the prevention of misuses of intellectual property rights, such as minimum requirements for patent demand letters, and evolving policy matters, such as the licensing and enforcement of standard essential patents; or (D) intermediaries, such as the provision of limitations and exceptions regarding the liability of intermediary service providers for infringements taking place on or through communication networks, in relation to the provision or use of their services; (vi) the collection of data, including sex-disaggregated data and diversity-focused statistics, for the purposes of evidence-based decision-making; or (vii) intellectual property issues relevant to: (A) research and science; (B) the generation, transfer, and dissemination of technology; (C) the commercialization of research and development, innovation, and economic growth, including the valuation of intellectual property; or (D) global issues such as climate change, public health, and food security. Article 14.15: Cooperation in the Area of Geographical Indications The Parties shall endeavour to cooperate to facilitate the application process for the authorities responsible for particular geographical indications of each Party, notably by discussing and providing clarifications on: (a) respective application procedures of the Parties; (b) information they each require to be included in the applications; or (c) how to protect a Party’s geographical indications for handicrafts and industrial products under the other Party’s trademarks regime, if the other Party does not protect handicrafts and industrial products as geographical indications in its jurisdiction. Article 14.16: Cooperation in the Area of Genetic Resources, Traditional Knowledge, and Traditional Cultural Expressions 1. The Parties shall endeavour to cooperate through their respective agencies responsible for intellectual property, or other relevant institutions, with the participation of holders of traditional knowledge and traditional cultural expressions, if appropriate, to enhance the understanding of issues relating to intellectual property and: (a) genetic resources; (b) traditional knowledge, including traditional knowledge associated with genetic resources; or (c) traditional cultural expressions. 2. Further to Article14.71(Pursuit of Quality Patent Examination), the Parties may cooperate in the training of patent examiners in the examination of patent applications related to traditional knowledge associated with genetic resources. 3. The Parties shall endeavour to cooperate under the auspices of WIPO to promote multilateral understanding and information sharing on issues relating to traditional knowledge, including traditional knowledge associated with genetic resources, and traditional cultural expressions. Article 14.17: Cooperation in the Area of Enforcement of Intellectual Property Rights 1. The Parties recognize the challenges related to theenforcement of intellectual property rights, particularly in trans-border contexts. The Parties shall endeavour to cooperate, as appropriate, to limit the economic and social costs of counterfeit trademark goods, counterfeit geographical indication goods, and pirated copyright goods in accordance with each Party’s law. 2. Each Party shall endeavour to encourage the development of expertise for the enforcement of intellectual property rights. The Parties shall also endeavour to exchange information and share best practices in areas of mutual interest relating to the enforcement of intellectual property rights in accordance with each Party’s law. 3. The Parties’ respectivecompetent authorities may cooperate, as appropriate, to better identify and target the inspection of shipments suspected of containing counterfeit trademark goods, counterfeit geographical indication goods, or pirated copyright goods. In doing so, the Parties shall endeavour to share: (a) information on innovative approaches that may be developed to provide greater analytical targeting of shipments that could contain counterfeit trademark goods, counterfeit geographical indication goods, or pirated copyright goods; and (b) information and intelligence regarding shipments of suspected counterfeit trademark goods, counterfeit geographical indication goods, or pirated copyright goods in appropriate cases. Article 14.18: Patent Cooperation 1. The Parties recognise the importance of having a high quality and efficient patent registration system as well as having simplified and streamlined procedures and processes of their respective patent offices for the benefit of all users of the patent system and the public as a whole. 2. The Parties shall endeavour to, if appropriate, cooperate among their respective patent offices to facilitate the sharing of search and examination work, and exchanges of information on quality assurance systems which may facilitate better understanding of the Parties’ patent systems.8 3. The Parties shall endeavour to cooperate to reduce differences in the procedures and processes of their respective patent offices, with a view to reduce the complexity and cost of obtaining the grant of a patent. 4. The Parties recognise the importance of giving due consideration to ratifying or acceding to the Patent Law Treaty, or in the alternative, adopting or maintaining procedural standards consistent with the objective of the Patent Law Treaty. Article 14.19: Cooperation in the Area of Public Health The Parties shall endeavour to cooperate to promote multilateral understanding and information sharing on issues relating to intellectual property and public health. 8 This paragraph may apply to multilateral information sharing systems to support work-sharing initiatives. Article 14.20: Cooperation on Request Any cooperation activity undertaken pursuant to this Section must be on request. These activities must also be subject to the availability of resources, and on terms and conditions consented to by the Parties. Section C: Trademarks Article 14.21: Types of Signs Registrable as Trademarks A Party shall not require, as a condition of registration, that a sign be visually perceptible, and a Party shall not deny registration of a trademark only on the ground that the sign of which it is composed is a sound or hologram. A Party may require a concise and accurate description, or graphical representation, or both, as applicable, of the trademark. Article 14.22: Collective and Certification Marks Each Party shall provide that trademarks include collective marks. Each Party shall also protect certification marks. A Party is not obligated to treat certification marks as a separate category in its law, provided that those marks are protected. Each Party shall also provide that signs that may serve as geographical indications are capable of protection under its trademark system.9 Article 14.23: Use of Identical or Similar Signs Each Party shall provide that the owner of a registered trademark has the exclusive right to prevent third parties that do not have the owner’s consent from using in the course of trade identical or similar signs for goods or services that are related to those goods or services in respect of which the owner’s trademark is registered, if that use would result in a likelihood of confusion. In the case of the use of an identical sign for identical goods or services, a likelihood of confusion shall be presumed. Article 14.24: Exceptions A Party may provide limited exceptions to the rights conferred by a trademark, such as fair use of descriptive terms, provided that those exceptions take account of the legitimate interest of the owner of the trademark and of third parties. 9 Consistent with thedefinition ofageographical indication in Article 14.1 (Definitions), any sign or combination of signs shallbe eligible for protectionunder one or more of thelegal means for protectinggeographical indications, ora combination of those means. Article 14.25: Well-Known Trademarks 1. A Party shall not requireas a condition for determining that a trademark is well-known that the trademark has been registered in the Party or in another jurisdiction, included on a list of well-known trademarks, or given prior recognition as a well-known trademark. 2. Article 6bis of the Paris Convention shall apply, mutatis mutandis, to goods or services that are not identical or similar to those identified by a well-known trademark10, provided that use of that trademark in relation to those goods or services would indicate a connection between those goods or services and the owner of the trademark, and provided that the interests of the owner of the trademark are likely to be damaged by such use. 3. Each Party recognises the importance of the Joint Recommendation Concerning Provisions on the Protection of Well-Known Marks, as adopted by the Assembly of the Paris Union for the Protection of Industrial Property and the General Assembly of WIPO at the Thirty-Fourth Series of Meetings of the Assemblies of the Member States of WIPO held from 20 to 29 September 1999. 4. Each Party shall provide for appropriate measures to refuse the application or cancel the registration and prohibit the use of a trademark that is identical or similar to a well-known trademark11, for identical or similar goods or services, if the use of that trademark is likely to cause confusion with the prior well-known trademark. A Party may also provide those measures including in cases in which the subsequent trademark is likely to deceive. Article 14.26: Bad Faith Trademark Applications Each Party shall provide, in accordance with its law, that its competent authority has the authority to refuse an application or cancel a registration if the application to register the trademark was made in bad faith. Article 14.27: Procedural Aspects of Examination, Opposition, and Cancellation Each Party shall provide a system for the examination and registration of trademarks that includes among other things: (a) communicating to the applicant in writing, which may be by electronic means, the reasons for any refusal to register a trademark; (b) providing the applicant with an opportunity to respond to communications from the competent authorities, to contest any initial refusal, and to make a judicial appeal of any final refusal to register a trademark; 10 Indetermining whether a trademark is well-knownina Party,that Party neednot require that the reputation ofthe trademark extend beyond thesector ofthepublic that normallydeals with the relevant goods or services. 11 The Parties understand that awell-known trademark is one that was already well-knownbefore,as determined by a Party, the application for, registration of,or useof the first-mentioned trademark. (c) providing an opportunity to oppose the registration of a trademark or to seek cancellation12 of a trademark; and (d) requiring decisions13made by a competent authority in opposition and cancellation proceedings to be reasoned and in writing, which may be provided by electronic means. Article 14.28: Electronic Trademarks System 1. Each Party shall provide a system for the electronic application for, and renewal of, trademarks. Each Party shall ensure that this system provides applicants with the ability to electronically: (a) amend trademark applications; (b) group goods or services according to the classification established by the Nice Agreement; (c) transfer ownership; and (d) file, and respond to, trademark opposition proceedings, including the ability to send general correspondence in relation to these proceedings. 2. Each Party shall provide a publicly available electronic information system, including an online database, of trademark applications and of registered trademarks. Article 14.29: Classification of Goods and Services Each Party shall adopt or maintain a trademark classification system that is consistent with the Nice Agreement. Each Party shall provide that: (a) registrations and the publications of applications indicate the goods and services by their names, grouped according to the classes established by the Nice Agreement;14 and (b) goods or services may not be considered as being similar to each other on the ground that, in any registration or publication, they are classified in the same class of the Nice Agreement. Conversely, each Party shall provide that goods or services may not be considered as being dissimilar from each other on the ground that, in any registration or publication, they are classified in different classes of the Nice Agreement. 12 For greater certainty,cancellation for the purposes ofthis Sectionmay be implemented throughnullification or revocation proceedings. 13 A Party may complywiththis obligationby requiring decisions madeby an administrativebody inoppositionand cancellation proceedings tobereasoned and in writing. 14 A Party that relies on translationsof the Nice Agreement shall follow updatedversions of the NiceAgreement to the extent that official translations havebeen issued and published. Article 14.30: Term of Protection for Trademarks Each Party shall provide that initial registration and each renewal of registration of a trademark is for a term of no less than 10 years. Article 14.31: Recordal of a Licence A Party shall not discourage or impede the voluntary licensing of a trademark by imposing recordal conditions that: (a) are excessive or discriminatory; or (b) reduce the value of the trademark. Article 14.32: Domain Names 1. In connection with each Party’s system for the management of its country-code top-level domain (ccTLD) domain names, the following shall be available: (a) an appropriate procedure for the settlement of disputes, based on, or modelled along the same lines as, the principles established in the Uniform Domain-Name Dispute-Resolution Policy, as approved by the Internet Corporation for Assigned Names and Numbers or that: (i) is designed to resolve disputes expeditiously and at low cost; (ii) is fair and equitable; (iii) is not overly burdensome; and (iv) does not preclude resort to judicial proceedings; and (b) online public access to a reliable and accurate database of contact information concerning domain name registrants, in accordance with each Party’s law and, if applicable, relevant administrator policies regarding protection of privacy and personal data. 2. In connection with each Party’s system for the management of ccTLD domain names, appropriate remedies15 shall be available at least in cases in which a person registers or holds, with a bad faith intent to profit, a domain name that is identical or confusingly similar to a trademark. Article 14.33: Country Names Each Party shall provide the legal means for interested persons to prevent commercial use of the country name of a Party in relation to a good in a manner that misleads consumers as to the origin of that good. 15 The Parties understand that these remediesmay include revocation, cancellation,transfer,damages, or injunctive relief. Section D: Geographical Indications Article 14.34: Recognition of Geographical Indications 1. Each Party shall ensure in its laws and regulations adequate and effective means to protect geographical indications.16 The Parties recognize that geographical indications may be protected through a trademark or a sui generis system or other legal means. 2. Each Party shall ensure that the means to protect geographical indications referred to in paragraph 1 are consistent with the TRIPS Agreement. Article 14.35: Procedures for the Protection17 of Geographical Indications Each Party shall provide administrative or judicial procedures for the protection of geographical indications, whether through a trademark or a sui generis system, and with respect to applications for that protection, each Party shall: (a) accept those applications without requiring intercession by the other Party on behalf of its nationals; (b) process those applications without imposing overly burdensome formalities; (c) ensure that its laws and regulations governing the filing of those applications are readily available to the public and clearly set out the procedures for these actions; (d) make available information sufficient to allow the general public to obtain guidance concerning the procedures for filing applications and the processing of those applications in general; (e) allow an applicant or their representative to ascertain the status of specific applications; (f) require that applications may specify particular translation for which protection is being sought; (g) examine applications; (h) ensure that those applications are published for opposition and provide procedures for opposing geographical indications that are the subject of applications; (i) provide a reasonable period of time during which an interested person may oppose the application. That period shall allow for a meaningful opportunity for any interested person to participate in an opposition process; 16 For greater certainty,a Party shall provide adequate and effectivemeans to protect geographical indications to the extent provided for byits law. 17 For the purposes of this Section,the protection ofa geographical indication includes the recognition of that geographical indication. (j) require that decisions in opposition and cancellation18proceedings be reasoned and in writing, which may be provided by electronic means; and (k) provide for cancellation of the protection afforded to a geographical indication. Article 14.36: Grounds of Opposition and Cancellation19 1. With respect to the procedures referred to in Article 14.35 (Procedures for the Protection of Geographical Indications), each Party shall provide procedures that allow interested persons to oppose the protection of a geographical indication, and that allow for that protection to be refused or otherwise not afforded, at least, on the grounds that the geographical indication is a term customary in common language as the common name20 for the relevant good in the territory of the Party. 2. Each Party shall provide procedures that allow for interested persons to seek the cancellation of a geographical indication, and that allow for the protection to be cancelled, at least, on the grounds referred to in paragraph 1. 3. A Party shall not preclude the possibility that theprotection of a geographical indication may be cancelled, or otherwise cease, on the basis that the protected term has ceased meeting the conditions upon which the protection was originally granted in that Party. 4. If a Party provides protection of a geographical indication through the procedures referred to in Article 14.35 (Procedures for the Protection of Geographical Indications) to the translation or transliteration of that geographical indication, that Party shall make available procedures that are equivalent to, and grounds that are the same as, those referred to in paragraphs 1 and 2 with respect to that translation or transliteration. Article 14.37: Multi-Component Terms With respect to the procedures in Article 14.35 (Procedures for the Protection of Geographical Indications) and Article 14.36 (Grounds of Opposition and Cancellation), an individual component of a multi-component term that is protected as a geographical indication in the territory of a Party shall not be protected in that Party if that individual component is a term customary in the common language as the common name for the associated good. 18 For greater certainty,for thepurposesof this Section, cancellation may beimplemented through nullificationor revocation proceedings. 19 A Party is not required to apply this Article to geographical indications for wines and spirits or to applications for thosegeographical indications. 20 For greater certainty,if a Party chooses to apply this Article to geographical indications forwines and spirits or applications forthose geographical indications, that Party is not requiredtoprotect a geographical indicationof the other Party with respect to products of thevineforwhichthe relevant indication is identical with thecustomary name of a grapevariety existing in theterritoryof that Party. Article 14.38: Date of Protection of a Geographical Indication The protection of a geographical indication through the procedures referred to in Article 14.35 (Procedures for the Protection of Geographical Indications) shall commence no earlier than the filing date21 in the Party or the registration date in the Party, as applicable. Article 14.39: International Agreements 1. If a Party commits to protect a geographical indication pursuant to an international agreement, as of the applicable date under paragraph 6, involving a Party or a non-Party, that Party shall, prior to protecting that geographical indication, apply the procedures in Article 14.35 (Procedures for the Protection of Geographical Indications)22 and Article 14.36 (Grounds of Opposition and Cancellation), as well as: (a) with respect to multi-component terms, specifying the components, if any, for which protection is being considered, or the components that are disclaimed; and (b) inform the other Party ofthe opportunity to oppose, no later than the commencement of the opposition period.23 2. In respect of international agreements referred to in paragraph 6 that permit the protection of a new geographical indication, a Party shall, prior to protecting or recognizing that geographical indication, apply the procedures in Article 14.35 (Procedures for the Protection of Geographical Indications) and Article 14.36 (Grounds of Opposition and Cancellation), as well as inform the other Party of the opportunity to oppose, no later than the commencement of the opposition period.24 3. For the purposes of this Article, a Party shall not preclude the possibility that the protection of a geographical indication could cease.25 4. For the purposes of this Article, a Party is not required to apply Article 14.36 (Grounds of Opposition and Cancellation), or obligations equivalent to Article 14.36, to geographical indications for wines and spirits or applications for those geographical indications. 5. The protection that each Party provides pursuant to paragraph 1 shall commence no earlier than the date on which that agreement enters into force or, if that Party grants that protection on a date after the entry into force of that agreement, on that later date. 21 For greater certainty,the filing date referred to in this paragraph includes, as applicable, the priority filing date under the Paris Convention. 22 For greater certainty,an administrativeor judicial body shalldecide on theprotection ofthatgeographical indication. 23 For greater certainty,a Party canfulfillthis obligation by complying withtheobligations under subparagraphs (h) and (i) of Article 14.35 (Procedures for the Protectionof Geographical Indications). 24 For greater certainty,a Party canfulfillthis obligation by complying withtheobligations under subparagraphs (h) and (i) of Article 14.35 (Procedures for the Protectionof Geographical Indications). 25 A Party is not required to apply this provision to geographical indications forwines and spirits or toapplications for thosegeographical indications. 6. A Party shall not be required to apply this Article to geographical indications that have been specifically identified in, and that are protected pursuant to an international agreement involving the other Party or a non-Party, provided that the agreement was concluded prior to the date of entry into force of this Agreement. Article 14.40: Protection of Geographical Indications The Parties recognize that each Party may have terms for wines, spirits, agricultural products, foods, handicrafts, orindustrial products that originate and are protected as geographical indications in their respective territories. In order to seek intellectual property protection in the other Party’s territory, the authorities of a Party responsible for the particular terms shall apply for protection in the territory of the other Party in accordance with the procedures and requirements prescribed by the law of that Party. Section E: Patents Article 14.41: Patentable Subject Matter 1. Subject to paragraph 3, each Party shall make patents available for any invention, whether a product or process, in all fields of technology, provided that the invention is new, involves an inventive step, and is capable of industrial application.26 2. Subject to paragraph 3 and consistent with paragraph 1, each Party shall make patents available for inventions claimed as at least one of the following: new uses of a known product, new methods of using a known product, or new processes of using a known product. A Party may limit those new processes to those that do not claim the use of the product as such. 3. A Party may exclude from patentability inventions, the prevention within its territory of the commercial exploitation of which is necessary to protect ordre public or morality, including to protect human, animal, or plant life or health or to avoid serious prejudice to nature or the environment, provided that such exclusion is not made merely because the exploitation is prohibited by its law. A Party may also exclude from patentability: (a) diagnostic, therapeutic, and surgical methods for the treatment of humans or animals; or (b) plants and animals other than microorganisms, and essentially biological processes for the production of plants or animals, other than nonbiological and microbiological processes.27 26 For the purposes of this Section,aParty may deem theterms “inventivestep” and “capable of industrial application” to be synonymous with theterms “non-obvious”and “useful”, respectively. In determinations regardinginventive step, or non-obviousness, each Party shall consider whether theclaimed invention would havebeen obvious to a person skilled,or having ordinaryskillinthe art, having regard to thepriorart. 27 Consistent with paragraph 1, each Party confirms that patents areavailable at least for inventions that are derived from plants. Article 14.42: Rights Conferred 1. Each Party shall provide that a patent shall confer on its owner the following exclusive rights: (a) where the subject matter of a patent is a product, to prevent third parties not having the owner’s consent from the acts of making, using, offering for sale, selling, or importing for these purposes that product; and (b) where the subject matter of a patent is a process, to prevent third parties not having the owner’s consent from the act of using the process, and from the acts of using, offering for sale, selling, or importing for these purposes at least the product obtained directly by that process. 2. Patent owners shall also have the right to assign, or transfer by succession, the patent and to conclude licensing contracts. Article 14.43: Non-Prejudicial Disclosures Each Party shall disregard at least information contained in public disclosures used to determine if an invention is novel or has an inventive step, if the public disclosure:28, 29 (a) was made by the patent applicant or by a person that obtained the information directly or indirectly from the patent applicant; and (b) occurred within 12 months prior to the date of the filing of the application in the territory of the Party. Article 14.44: Patent Revocation 1. Each Party shall provide that a patent may be cancelled30, revoked, or nullified only on grounds that would have justified a refusal to grant the patent. A Party may also provide that fraud, misrepresentation, or inequitable conduct may be the basis for cancelling, revoking or nullifying a patent or holding a patent unenforceable. 2. Notwithstanding paragraph 1, a Party may provide that a patent may be revoked, provided it is done in a manner consistent with Article 5A of the Paris Convention and the TRIPS Agreement. 28 A Party shall not berequired to disregard information containedinapplications for, orregistrations of, intellectual property rightsmade available tothepublicor publishedby apatent office,unless erroneously published orunless the application was filed without theconsent of theinventor ortheir successor in title,byathirdperson who obtained the information directly or indirectlyfromtheinventor. 29 For greater certainty,a Party may limit the application ofthis Article to disclosures made by, orobtained directly or indirectly from,the inventor or joint inventor.Forgreater certainty,aParty may providethat, for thepurposes of this Article, informationobtained directly orindirectly from thepatent applicant maybeinformation contained in thepublic disclosure that was authorised by,or derived from, the patentapplicant. 30 The Parties affirm Article.14.4 (Natureand Scopeof Obligations), whichprovides each Party the freedomto determine the appropriate methodof implementingtheprovisions of this Chapter withinits own legalsystem and practice, and the Parties understand that a Party can chooseto implement this paragraph through invalidation proceedings, as appropriate. Article 14.45: Recordal of a Licence A Party shall not discourage or impede the voluntary licensing of a patent by imposing recordal conditions that: (a) are excessive or discriminatory; or (b) reduce the value of the patent. Article 14.46: Exceptions A Party may provide limited exceptions to the exclusive rights conferred by a patent, provided that such exceptions do not unreasonably conflict with a normal exploitation of the patent and do not unreasonably prejudice the legitimate interests of the patent owner, taking account of the legitimate interests of third parties. Article 14.47: Other Use Without Authorisation of the Right Holder The Parties understand that nothing in this Chapter limits a Party’s rights and obligations under Article 31 of the TRIPS Agreement, and any waiver or any amendment to that Article that the Parties accept.31 Article 14.48: Patent Filing Each Party shall provide that if an invention is made independently by more than one inventor, and separate applications claiming that invention are filed with, or for, the relevant authority of the Party, that Party shall grant the patent on the application that is patentable and that has the earliest filing date or, if applicable, priority date, unless that application has, prior to publication, been withdrawn, abandoned, or refused. Article 14.49: Amendments, Corrections, and Observations Each Party shall provide a patent applicant with at least one opportunity to make amendments, corrections, and observations in connection with its application.32 Article 14.50: Publication of Patent Applications 1. Recognising the benefits of transparency in the patent system, each Party shall endeavour to publish pending applications promptly after the expiration of 18 months from the filing date or, if priority is claimed, from the earliest priority date. 2. If a pending application is not published promptly in accordancewith paragraph 1, a Party shall publish that application or the corresponding patent, as soon as practicable. 31 For greater certainty,a waiver ofor amendment to Article31 of the TRIPS Agreement includes Article 31bis of the TRIPS Agreement. 32 A Party may provide that those amendments donot go beyond thescopeof thedisclosure oftheinvention, as ofthe filingdate. 3. Each Party shall provide that an applicant may request the early publication of an application prior to the expiration of the period referred to in paragraph 1. Article 14.51: Information Relating to Published Patent Applications and Granted Patents 1. For granted patents, and in accordance with the Party’s requirements for prosecution of those patents, each Party shall make available to the public at least the following information, to the extent that such information is in the possession of the competent authorities and is generated on, or after, the date of the entry into force of this Agreement: (a) search and examination results, including details of, or information related to, relevant prior art searches; and (b) patent and non-patent related literature citations submitted by applicants and relevant third parties. 2. For granted patents, and in accordance with the Party’s requirements for prosecution of those patents, each Party shall endeavour to make available to the public, as appropriate, non-confidential communications from patent applicants, to the extent that such information is in the possession of the competent authorities and is generated on, or after, the date of the entry into force of this Agreement. 3. For published patent applications, and in accordance with the Party’s requirements for prosecution of those applications, each Party shall endeavour to make available to the public at least the following information, to the extent that such information is in the possession of the competent authorities and is generated on, or after, the date of the entry into force of this Agreement: (a) search and examination results, including details of, or information related to, relevant prior art searches; (b) as appropriate, non-confidential communications from applicants; and (c) patent and non-patent related literature citations submitted by applicants and relevant third parties. Article 14.52: Regulatory Review Exception Without prejudice to the scope of, and consistent with, Article 14.46. (Exceptions), each Party shall adopt or maintain a regulatory review exception.33 33 For greater certainty,consistent with Article 14.46 (Exceptions),nothingprevents a Party fromprovidingthat regulatory review exceptions apply forpurposes of regulatory reviews in thatParty,in another country, or both. Article 14.53: Protection of Undisclosed Test or Other Data for Pharmaceutical Products If a Party requires, as a condition of approving the marketing of a pharmaceutical product that utilises a new chemical entity, the submission of undisclosed test or other data, the origination of which involves a considerable effort, the Party shall protect that data against unfair commercial use. The Party shall also protect that data against disclosureexcept if the disclosure is necessary to protect the public or unless steps are taken to ensure that the data are protected against unfair commercial use. Article 14.54: Protection of Undisclosed Test or Other Data for New Agricultural Chemical Products 1. If a Party requires, as a condition for granting marketing approval34for a new agricultural chemical product, the submission of undisclosed test or other data concerning the safety and efficacy of the product35,that Party shall not permit third persons, without the consent of the person that previously submitted that information, to market the same or a similar36 product on the basis of that information or the marketing approval granted to the person that submitted that test or other data for at least 10 years37from the date of marketing approval of the new agricultural chemical product in the territory of the Party. 2. If a Party permits, as a condition of granting marketing approval fora new agricultural chemical product, the submission of evidence of a prior marketing approval of the product in another territory, that Party shall not permit third persons, without the consent of the person that previously submitted undisclosed test or other data concerning the safety and efficacy of the product in support of that prior marketing approval, to market the same or a similar product based on that undisclosed test or other data, or other evidence of the prior marketing approval in the other territory, for at least 10 years from the date of marketing approval of the new agricultural chemical product in the territory of the Party. 3. For the purposes of this Article, a new agricultural chemical product is one that contains38 a chemical entity that has not been previously approved in the territory of the Party for use in an agricultural chemical product. 34 For the purposes of this Article,theterm “marketing approval” is synonymous with “sanitary approval” under a Party’s law. 35 Each Party confirms that theobligations of this Article apply to cases in whichtheParty requires the submissionof undisclosed test or other data concerning:(a) onlythe safety of theproduct; (b) only the efficacy of the product; or(c) both. 36 For greater certainty,for thepurposes of this Article, an agricultural chemical product is “similar”toapreviously approved agricultural chemical productif the marketing approval, or, inthe alternative, theapplicant’s request for that approval,of that similar agricultural chemical product is based upon theundisclosedtest or other data concerning the safety and efficacy ofthepreviously approved agricultural chemical product, orthepriorapproval ofthat previously approvedproduct. 37 For greater certainty,a Party may limit the period of protectionunder this Article to 10 years. 38 For the purpose of this Article, aParty may treat “contain” to mean utilise. For greater certainty,for the purposes of this Article, a Party may treat “utilise” as requiring the new chemical entity to be primarily responsible for the product’s intended effect. Section F: Industrial Designs Article 14.55: Protection 1. Each Party shall ensure adequate and effective protection of industrial designs consistent with Articles 25 and 26 of the TRIPS Agreement. 2. Each Party shall make protection for industrial designs available for designs: (a) embodied in a part of an article;39 or, alternatively, (b) having a particular regard, where appropriate, to a part of an article in the context of the article as a whole. 3. Each Party shall make protection for industrial designs available for designs applied to a set of articles. Article 14.56: Improving Design Systems The Parties recognise the importance of improving the quality and efficiency of their respective industrial design registration systems, as well as facilitating the process of cross-border acquisition of rights in their respective industrial design systems. Article 14.57: Electronic Industrial Design System 1. Each Party shall provide a: (a) system for the electronic application for industrial design rights; and (b) publicly available electronic information system, which shall include an online database of protected industrial designs. 2. Each Party shall endeavour to participate in the WIPO Digital Access Service for the secure exchange of priority and similar documentation in connection with industrial design applications. Article 14.58: Term of Protection 1. Each Party shall provide a term of protection for industrial designs of at least 10, or alternatively 1540, years from either: (a) the date of filing; or 39 For greater certainty,a Party’s law may designate a design embodied in apart ofan article as a “partial design”. 40 For greater certainty,if a Party provides a termof more than 10 years, that Party shallnotdecreasethe term to less than15years. (b) the date of grant or registration. 2. If a Party at any time provides a term of protection of 15 years, or longer, that Party shall not decrease the term to less than 15 years. Article 14.59: Recordal of a Licence A Party shall not discourage or impede the voluntary licensing of an industrial design by imposing recordal conditions that: (a) are excessive or discriminatory; or (b) reduce the value of the industrial design. Article 14.60: Non-Prejudicial Disclosures If a Party disregards information contained in public disclosures used to determine if an industrial design is new or original, that Party shall disregard this public disclosure if it occurred within six, or alternatively 1241, months prior to the filing date in the territory of the Party. If a Party at any time provides a period of 12 months, that Party shall not decrease the period to less than 12 months. Article 14.61: Graphical User Interface Each Party shall provide industrial design protection in relation to a new or original design for a graphical user interface design. Section G: Copyright and Related Rights Article 14.62: Protection Granted 1. Each Party shall comply with the following international agreements: (a) Articles 2 through 20 of the Berne Convention; (b) Articles 1 through 14 ofthe WCT; and (c) Articles 1 through 23 of the WPPT. 2. Each Party shall provide protections consistent with Articles 1 through 22 of the Rome Convention.42 41 For greater certainty,if a Party provides a periodof more than sixmonths,that Party shall provideaperiod ofat least 12 months. If a Partyprovides that periodof 12 months,or longer, that Party shallnotdecreasetheperiodto less than 12 months. 42 For greater certainty,this paragraphdoes not create anobligation to accedeto orratifythe Rome Convention. 3. To the extent permitted by the treaties referred to in paragraph 1 and paragraph 2, this Chapter shall not restrict each Party’s ability to limit intellectual property protection that it accords to performances to those performances that are fixed in phonograms. Article 14.63: Term of Protection for Copyright and Related Rights 1. In cases in which the term of protection of a work, performance, or phonogram is to be calculated on the basis of the life of a natural person, each Party shall provide that the term shall be not less than the life of the author and 70 years after the author’s death.43 2. In cases in which the term of protection of a work, performance, or phonogram is to be calculated on a basis other than the life of a natural person, each Party: (a) confirms that it shall provide the term of protection required under Article 14.62 (Protection Granted); and (b) shall provide a term of protection consistent with the TRIPS Agreement. Article 14.64: Protection of Technological Measures 1. For the purposes of this Article, a “technological measure”means a technology, device, or component that, in the normal course of its operation, is designed to prevent or restrict acts, in respect of works, performances, or phonograms, that are not authorised by authors, performers, or producers of phonograms, as provided for by the law of a Party. Without prejudice to the scope of copyright or related rights contained in the law of a Party, technological measures shall be deemed effective where the use of protected works, performances, or phonograms is controlled by authors, performers, or producers of phonograms through the application of a relevant access control or protection process, such as encryption or scrambling, or a copy control mechanism, that achieves the objective of protection. 2. Each Party shall provide adequate legal protection and effective legal remedies against the circumvention of effective technological measures that are used by authors, performers, or producers of phonograms in connection with the exercise of their rights in, and that restrict acts in respect of, their works, performances, and phonograms, which are not authorised by the authors, the performers, or the producers of phonograms concerned or permitted by its law. 43 The Parties understand that if aParty provides its nationals a term of copyrightprotectionthat exceeds life ofthe authorplus 70 years, nothingin this Article or Article 14.10 (National Treatment) precludes that Party fromapplying Article 7(8) of the Berne Convention with respect to the term in excessof the term provided in this subparagraph of protection for works of theother Party. 3. In order to provide the adequate legal protection and effective legal remedies referred to in paragraph 2, each Party shall at least: (a) to the extent provided by its law, provide protection against: (i) the unauthorised circumvention of an effective technological measure carried out knowingly or with reasonable grounds to know; and (ii) the offering to the publicby marketing of a deviceor product, including computer programs, or a service, as a means of circumventing an effective technological measure; and (b) provide protection in its law against the manufacture, importation, or distribution of a device or product, including computer programs, or provision of a service that: (i) is primarily designed orproduced for the purpose of circumventing an effective technological measure; or (ii) has only a limited commercially significant purpose other than circumventing an effective technological measure. 4. For the purposes of paragraph 3, the term “to the extent provided by its law” means that each Party has flexibility in implementing sub-subparagraphs (a)(i) and (ii). 5. In implementing paragraphs 2 and 3, a Party shall not be obliged to require that the design of, or design and selection of parts and components for, a consumer electronics, telecommunications, or computing product provide for a response to any particular technological measure, so long as the product does not otherwise contravene that Party’s measures implementing these paragraphs.44 6. In providing adequate legal protection and effective legal remedies pursuant to paragraph 2, a Party may adopt or maintain appropriate limitations or exceptions to measures implementing the provisions of paragraphs 2 and 3. The obligations set forth in paragraphs 2 and 3 are without prejudice to the rights, limitations, exceptions, or defences to copyright or related rights infringement under the law of a Party. Article 14.65: Protection of Rights Management Information 1. For the purposes of this Article, “rights management information”means: (a) information that identifies the work, the performance, or the phonogram; the author of the work, the performer of the performance, or the producer of the phonogram; or the owner of any right in the work, performance, or phonogram; (b) information about the terms and conditions of use of the work, performance, or phonogram; or 44 The Parties understand that this Agreement does not require a Party to mandate interoperability in its law; there is no obligation for the informationcommunication technology industrytodesigndevices, products, components, or services to correspond to certain technological measures. (c) any numbers or codes that represent the information described in (a) and (b) above, when any of these items of information is attached to a copy of a work, performance, or phonogram, or appears in connection with the communication or making available of a work, performance, or phonogram to the public.45 2. To protect electronic rights management information, each Party shall provide adequate legal protection and effective legal remedies against any person knowingly performing, without authority, any of the following acts knowing, or having reasonable grounds to know, that it will induce, enable, facilitate, or conceal an infringement of any copyright or related rights: (a) to remove or alter any electronic rights management information; or (b) to distribute, import for distribution, broadcast, communicate, or make available to the public copies of works, performances, or phonograms, knowing that electronic rights management information has been removed or altered without authority. 3. In providing adequate legal protection and effective legal remedies pursuant to paragraph 2, a Party may adopt or maintain appropriate limitations or exceptions to measures implementing paragraph 2. The obligations set forth in paragraph 2 are without prejudice to the rights, limitations, exceptions, or defences to copyright or related rights infringement under the law of a Party. Article 14.66: Recordal of a Licence A Party shall not discourage or impede the voluntary licensing of a copyright or related right by imposing recordal conditions that: (a) are excessive or discriminatory; or (b) reduce the value of the copyright or the related right. Article 14.67: Government Use of Software Each Party shall adopt or maintain appropriate laws, regulations, policies, orders, government-issued guidelines, or administrative or executive decrees that provide that its government agencies use only non-infringing computer software protected by copyright and related rights, and, if applicable, only use that computer software in a manner authorized by the relevant licence. These measures shall apply to the acquisition and management of the software for government use. 45 In addition to paragraph 1, a Party may also treat informationthat confirmstheauthenticityof a work, performance, or phonogram as rightsmanagement information, if this itemof information: (a) is attached to acopy ofa work, performance, or phonogram; or (b) appears in connection with the communication ormaking availableof awork, performance, or phonogramto the public. Section H: Trade Secrets Article 14.68: Protection of Trade Secrets In fulfilling its obligations under paragraphs 1 and 2 of Article 39 of the TRIPS Agreement, each Party shall: (a) ensure that persons havethe legal means to prevent trade secrets lawfully in their control from being disclosed to, acquired by, or used by any other person46 without their consent in a manner contrary to honest commercial practices; and (b) not limit the duration ofprotection for a trade secret, so long as the conditions in the definition of trade secret in Article 14.1 (Definitions) exist. Article 14.69: Licensing and Transfer of Trade Secrets A Party shall not discourage or impede the voluntary licensing of a trade secret by imposing conditions that are excessive or discriminatory, or that reduce the value of the trade secret. Section I: Genetic Resources, Traditional Knowledge, and Traditional Cultural Expressions Article 14.70: Protection of Genetic Resources, Traditional Knowledge, and Traditional Cultural Expressions 1. The Parties affirm the importanceand value of genetic resources, traditional knowledge, including traditional knowledge associated with genetic resources, and traditional cultural expressions. 2. Subject to its international obligations, each Party may establish appropriate measures47 to protect genetic resources, traditional knowledge, and traditional cultural expressions. 3. The Parties recognize that disclosure related to genetic resources and traditional knowledge associated with genetic resources in respect of patent applications can enhance the efficacy, transparency, and quality of the patent system, and can also prevent patents from being granted erroneously for inventions that are not novel or inventive with regard to genetic resources and traditional knowledge associated with genetic resources.48 46 For greater certainty, the Parties understand that a “person”, as defined in Article 1.5 (Initial Provisions and General Definitions –General Definitions), includes a state-owned enterprise. 47 For greater certainty,the Parties understand that these “appropriate measures”areamatter for each Party to determine and may not necessarily involve its intellectual propertysystem. 48 For greater certainty,the Parties further recognizethat such disclosure may befacilitated in different ways, including processes for the submission ofrelevant prior art. 4. The Parties recognize that a Party may adopt or maintain disclosure requirements relating to the origin of genetic resources ortraditional knowledge associated with genetic resources, and that those requirements must be consistent with the Party’s international obligations. 5. Each Party shall make available its laws, regulations, or procedures with respect to disclosure referred to in paragraphs 3 and 4 on a government website, in a manner that enables interested persons and the other Party to become acquainted with them. Article 14.71: Pursuit of Quality Patent Examination Each Party shall endeavour to, in its patent-examination process: (a) takeinto account relevant publicly available documented information related to traditional knowledge associated with genetic resources in determining prior art; (b) providean opportunity for third parties to cite, in writing, to the competent examining authority prior art disclosures that may have a bearing on patentability, including prior art disclosures related to traditional knowledge associated with genetic resources; and (c) usepublicly available databases or digital libraries containing traditional knowledge associated with genetic resources, if applicable and appropriate. Article 14.72: Enforcement of Intellectual Property Rights Related to Genetic Resources, Traditional Knowledge, and Traditional Cultural Expressions Each Party confirms the availability of the remedies and penalties provided under Section J (Enforcement of Intellectual Property Rights), in respect of genetic resources, traditional knowledge, and traditional cultural expressions, if applicable, and provided that the subject matter is protected by that Party as intellectual property as defined in Article 14.1 (Definitions). Article 14.73: Engagement in Other Fora TheParties acknowledge each other’s perspective on genetic resources, traditional knowledge, and traditional cultural expressions. The Parties value continued engagement in bilateral, plurilateral, and multilateral forums, including the WIPO Intergovernmental Committee on Intellectual Property and Genetic Resources, Traditional Knowledge, and Folklore, to foster mutual understanding, and to support balanced and effective protection of genetic resources, traditional knowledge, and traditional cultural expressions. Section J: Enforcement of Intellectual Property Rights Article 14.74: General Obligations 1. Each Party shall ensure that enforcement procedures are available under its lawso as to permit effective action against any act of infringement of intellectual property rights49 covered by this Chapter, including expeditious remedies to prevent infringements and remedies which constitute a deterrent to further infringements. These procedures shall be applied in such a manner as to avoid the creation of barriers to legitimate trade and to provide for safeguards against their abuse. 2. Each Party shall ensure that its procedures concerning the enforcement of intellectual property rights are fair and equitable. Each Party shall ensure that these procedures are not unnecessarily complicated or costly, or entail unreasonable time limits or unwarranted delays. 3. In implementing this Section, each Party shall take into account the need for proportionality between the seriousness of the infringement of the intellectual property right and the applicable measures, remedies, and penalties, as well as, if applicable, the interests of third parties. 4. This Section does not create any obligation: (a) to put in place a judicial system for the enforcement of intellectual property rights distinct from that for the enforcement of law in general, nor does it affect the capacity for each Party to enforce its law in general; or (b) with respect to the distribution of resources as between the enforcement of intellectual property rights and the enforcement of law in general. 5. Each Party confirms that the enforcement procedures set forth in Subsection J-1 (Civil and Administrative Procedures and Remedies) and Subsection J-2 (Criminal Procedures and Penalties) shall be available to the same extent with respect to acts of trademark infringement, as well as copyright or related rights infringement, in the digital environment. 6. Each Party recognises the importance of promoting the adoption of measures to enhance government awareness of respect for intellectual property rights and of the detrimental effects of the infringement of intellectual property rights. 49 For the purposes of this Article,theinfringement of intellectual property rights includes themisappropriationof a trade secret. Article 14.75: Presumptions 1. In civil, criminal, and if applicable administrative proceedings, involving copyright or related rights, each Party shall provide for a presumption50 that, in the absence of proof to the contrary: (a) the person whose name is indicated in the usual manner51 as the author, performer, or producer of the work, performance, or phonogram, or if applicable the publisher, is the designated right holder in that work, performance, or phonogram; and (b) the copyright or related right subsists in that subject matter. 2. In connection with the commencement of a civil, administrative, or criminal enforcement proceeding involving a registered trademark that has been substantively examined by its competent authority, each Party shall provide that the trademark be considered prima facie valid. 3. In connection with the commencement of acivil or administrative enforcement proceeding involving a patent that has been substantively examined and granted52 by the competent authority of a Party, that Party shall provide that each claim in the patent be considered prima facie to satisfy the applicable criteria of patentability in its territory.53 Article 14.76: Enforcement Practices with Respect to Intellectual Property Rights 1. Each Party shall provide that final judicial decisions and administrative rulings of general application pertaining to the enforcement of intellectual property rights: (a) are preferably in writing and state any relevant findings of fact and the reasoning or the legal basis on which the decisions and rulings are based; and (b) are published54or, if publication is not practicable, otherwise made available to the public in a national language in such a manner as to enable interested persons and the otherParty to become acquainted with them. 50 For greater certainty,a Party may implement this Articleon the basis of sworn statements or documents having evidentiary value, suchas statutory declarations. A Party may alsoprovide that these presumptions arerebuttable presumptions that may berebutted by evidence to the contrary. 51 For greater certainty,a Party may establishthe means by which itshall determine what constitutes the “usual manner” for a particular physical support. 52 For greater certainty,nothinginthis Chapter prevents a Party frommakingavailable third-partyprocedures in connection with its fulfilment ofthe obligations under paragraphs 2and3. 53 For greater certainty,if a Party provides its administrative authorities with theexclusiveauthority to determine the validityof a registered trademarkor patent, nothing in paragraphs 2and3 shallprevent that Party’s competent authority from suspendingenforcement procedures until thevalidity ofthe registered trademark orpatent is determined by the administrative authority. Inthosevalidity procedures, theparty challenging the validity oftheregistered trademark or patent shallberequired to provethat the registered trademark or patent is notvalid. Notwithstanding this requirement, a Party may require the trademark holder to provideevidenceof first use. 54 For greater certainty,a Party may satisfy the requirement for publication by making thedecision or ruling available to the publicon theInternet. 2. Each Party recognises the importance of collecting and analysing statistical data and other relevant information concerning infringements of intellectual property rights as well as collecting information on best practices to prevent and combat infringements and misappropriations of trade secrets. 3. Each Party shall endeavour to publish or otherwise make available to the public information on its efforts to enforce intellectual property rights in its civil, administrative, and criminal systems. Sub-Section J-1: Civil and Administrative Procedures and Remedies Article 14.77: Available Procedures Each Party shall make available to right holders civil judicial procedures concerning the enforcement of any intellectual property right covered in this Chapter.55 Article 14.78: Injunctions Each Party shall provide that its judicial authorities have the authority to order injunctive relief that conforms to Article 44 of the TRIPS Agreement, including to prevent goods that involve the infringement of an intellectual property right under the law of the Party providing that relief from entering into the channels of commerce. Article 14.79: Damages 1. Each Party shall provide56 that, in civil judicial proceedings, its judicial authorities have the authority at least to order the infringer to pay the right holder damages adequate to compensate for the injury the right holder has suffered because of an infringement of that person’s intellectual property right by an infringer who knowingly, or with reasonable grounds to know, engaged in infringing activity. 2. In determining the amount of damages under paragraph 1, each Party shall provide that its judicial authorities have the authority to consider any legitimate measure of value the right holder submits, which may include lost profits, the value of the infringed goods or services measured by the market price, or the suggested retail price. 3. At least in cases of copyright or related rights infringement and trademark counterfeiting, each Party shall provide that, in civil judicial proceedings, its judicial authorities have the authority to order the infringer, at least in cases described in paragraph 1, to pay the right holder the infringer’s profits that are attributable to the infringement. 55 For the purposes of this Sub-Section, “right holders” include anyperson thathas thelegal standing and authorityto assert such rights. 56 A Party may provide that theright holder is not entitled to anyof theremedies set out in paragraphs 1 and 3 if there is a finding ofnon-useof a trademark. For greater certainty,thereis no obligation for aParty toprovide for the possibility of any of theremediesin paragraphs 1 and 3 tobeordered in parallel. Article 14.80: Legal Costs Each Party shall provide that its judicial authorities, if appropriate, have the authority to order57, at the conclusion of civil judicial proceedings concerning the infringement of at least copyright or related rights, trademarks, and patents that the prevailing party is awarded payment by the losing party of court costs or fees and appropriate attorney’s fees, or any other expenses as provided for under that Party’s law. Article 14.81: Civil Enforcement and Remedies for Trade Secrets 1. In fulfilling its obligationsunder paragraphs 1 and 2 of Article 39 of the TRIPS Agreement, each Party shall provide civil judicial procedures for any person lawfully in control of a trade secret to prevent, and obtain redress for, the misappropriation of the trade secret by any other person. 2. In connection with the civil judicial proceedings described in paragraph 1, each Party shall provide that its judicial authorities have the authority at least to order: (a) injunctive relief that conforms to Article 44 of the TRIPS Agreement against a person that misappropriated a trade secret; (b) a person that misappropriated a trade secret to pay damages adequate to compensate the person lawfully in control of the trade secret for the injury suffered because of the misappropriation of the trade secret58 and, if appropriate, because of the proceedings to enforce the trade secret; and (c) at the conclusion of the civil judicial proceedings described in paragraph 1, that the prevailing party be awarded payment by the losing party of court costs or fees, appropriate attorney’s fees, or other expenses as provided for under that Party’s law. Article 14.82: Destruction of Infringing Goods, Materials, and Implements Each Party shall provide that in civil judicial proceedings: (a) at least with respect to pirated copyright goods, counterfeit geographical indication goods, and counterfeit trademark goods, its judicial authorities have the authority, at the right holder’s request, to order that the infringing goods be destroyed, except in exceptional circumstances, without compensation of any sort; 57 The Parties understand that aParty may further provide theprevailingparty with theopportunity to request that order subsequent to the conclusionofthe civil judicial proceedings concerning infringement if the prevailingparty failed to request that order in thoseproceedings. 58 For greater certainty,a Party may provide that thedetermination of damages is carried out after thedeterminationof misappropriation. (b) its judicial authorities have the authority to order that materials and implements that have been used in the manufacture or creation of the infringing goods be, without undue delay and without compensation of any sort, destroyed or disposed of outside the channels of commerce in such a manner as to minimise the risk of further infringement; and (c) in regard to counterfeit trademark goods, the simple removal of the trademark unlawfully affixed is not sufficient, other than in exceptional circumstances, to permit the release of goods into the channels of commerce. Article 14.83: Evidence and Right of Information 1. Each Party shall provide that its judicial authorities have the authority, if a party has presented reasonably available evidence sufficient to support its claims and has specified evidence relevant to substantiation of its claims which lies in the control of the opposing party, to order that this evidence be produced by the opposing party, subject in appropriate cases to conditions which ensure the protection of confidential information. 2. In cases in which a party to a proceeding voluntarily and without good reason refuses access to, or otherwise does not provide necessary information within a reasonable period, or significantly impedes a procedure relating to an enforcement action, a Party may accord judicial authorities the authority to make preliminary and final determinations, affirmative or negative, on the basis of the information presented to them, including the complaint or the allegation presented by the party adversely affected by the denial of access to information, subject to providing the parties an opportunity to be heard on the allegations or evidence. 3. A Party may provide its judicial authorities with the authority, unless this would be out of proportion to the seriousness of the infringement, to order the infringer to inform the right holder of the identity of third persons involved in the production and distribution of the infringing goods or services and of their channels of distribution. Article 14.84: Confidentiality Measures 1. In civil judicial procedures referred to in Article 14.77 (Available Procedures), each Party shall provide a means to identify and protect confidential information, unless this would be contrary to the Party’s existing constitutional requirements. 2. Each Party shall provide that in civil judicial proceedings concerning the enforcement of intellectual property rights, its judicial or other authorities have the authority to impose sanctions on the parties to the proceeding, their counsel, experts, or other persons subject to the court’s jurisdiction, for violation of judicial orders regarding the protection of confidential information produced or exchanged in that proceeding. Article 14.85: Abuse of Enforcement Procedures Each Party shall ensure that its judicial authorities have the authority to order a party at whose request measures were taken and that has abused enforcement procedures with regard to intellectual property rights to provide to a party wrongfully enjoined or restrained adequate compensation for the injury suffered because of that abuse. The judicial authorities shall also have the authority to order the applicant to pay the defendant expenses, which may include appropriate attorney’s fees. Article 14.86: Technological Protection Measures and Rights Management Information In civil judicial proceedings concerning the acts described in Article 14.64 (Protection of Technological Measures) and Article 14.65 (Protection of Rights Management Information): (a) each Party shall provide that its judicial authorities have the authority at least to:59 (i) impose provisional measures, including seizure or other taking into custody of devices and products suspected of being involved in the prohibited activity; (ii) order the type of damages available for copyright infringement, as provided under its law in accordance with this Article;60 (iii) order court costs, fees, or expenses as provided for under Article 14.80 (Legal Costs); and (iv) order the destruction of devices and products found to be involved in the prohibited activity, and (b) a Party may provide that damages shall not be available against a non-profit library, archive, educational institution, museum, or public non-commercial broadcasting entity, if it sustains the burden of proving that it was not aware or had no reason to believe that its acts constituted a prohibited activity. 59 For greater certainty,a Party may, but is not required to, put in placeseparate remedies in respect ofArticle 14.64 (Protection of Technological Measures) and Article 14.65 (Protectionof Rights Management Information),if those remedies are available under its copyright law. 60 If a Party’s copyright lawprovides for bothpre-establisheddamages and additional damages, that Party may comply with the requirements of this subparagraph byprovidingforonly oneof theseforms of damages. Article 14.87: Provisional Measures 1. Each Party shall provide that its judicial authorities have the authority to order prompt and effective provisional measures: (a) against a party or, if appropriate, a third party over whom the relevant judicial authority exercises jurisdiction, to prevent an infringement of any intellectual property right from occurring, and in particular, to prevent goods that involve the infringement of an intellectual property right from entering into the channels of commerce; and (b) to preserve relevant evidence in regard to the alleged infringement. 2. In the civil judicial proceedings described in Article 14.81 (Civil Enforcement and Remedies for Trade Secrets), each Party shall provide that its judicial authorities have the authority to order prompt and effective provisional measures, such as orders to prevent the misappropriation of the trade secret and to preserve relevant evidence. 3. Each Party shall provide that its judicial authorities have the authority to adopt provisional measures inaudita altera parte if appropriate, in particular where any delay is likely to cause irreparable harm to the right holder, or where there is a demonstrable risk of evidence being destroyed. Each Party shall ensure that proceedings conducted inaudita altera parte do not entail unwarranted delays. 4. In civil judicial proceedings concerning copyright or related rights infringement, and trademark counterfeiting, each Party shall provide that its judicial authorities have the authority to order the seizure or other taking into custody of suspected infringing goods, materials, and implements relevant to the infringement, and, at least for trademark counterfeiting, documentary evidence relevant to the infringement. 5. Each Party shall provide that its judicial authorities have the authority to require the applicant for a provisional measure in respect of an intellectual property right to provide any reasonably available evidence in order to satisfy the judicial authority, with a sufficient degree of certainty, that the applicant’s right is being infringed or that the infringement is imminent, or that the applicant’s trade secret is being misappropriated or that the misappropriation is imminent, and to order the applicant to provide security or equivalent assurance set at a level sufficient to protect the defendant and to prevent abuse. That security or equivalent assurance shall not unreasonably deter recourse to those procedures. 6. Each Party may provide that if the provisional measures are revoked, if they lapse due to any act or omission by the applicant, or if it is subsequently found that there has been no infringement of an intellectual property right or misappropriation of a trade secret, its judicial authorities have the authority to order the applicant, upon request of the defendant, to provide the defendant appropriate compensation for any injury caused by these measures. Article 14.88: Application to Administrative Procedures To the extent that any civil remedy can be ordered as a result of administrative procedures on the merits of a case, each Party shall provide that those procedures conform to principles equivalent in substance to those set out in this Sub-Section. Sub-Section J-2: Criminal Procedures and Penalties Article 14.89: Wilful Counterfeiting and Piracy 1. Each Party shall provide for criminal procedures and penalties to be applied at least in cases of wilful trademark counterfeiting or copyright or related rights piracy on a commercial scale. In respect of wilful copyright or related rights piracy, “on a commercial scale” includes at least: (a) acts carried out for commercial advantage or financial gain; and (b) significant acts, not carried out for commercial advantage or financial gain, that have a substantial prejudicial impact on the interests of the copyright or related rights holder in relation to the marketplace.61,62 2. Each Party shall treat wilful importation or exportation of counterfeit trademark goods or pirated copyright goods on a commercial scale as unlawful activities subject to criminal penalties.63 3. Each Party shall provide for criminal procedures and penalties to be applied in cases of wilful importation64and domestic use, in the course of trade and on a commercial scale, of a label or packaging:65 (a) to which a trademark has been applied without authorisation that is identical to, or cannot be distinguished from, a trademark registered in its territory; and 61 A Party may provide that thevolumeandvalue ofanyinfringing items may be taken intoaccountin determining whether the act has a substantial prejudicial impact on the interestsof thecopyright or related rights holder in relation to the marketplace. 62 The Parties affirm Article 14.4 (Natureand Scopeof Obligations), whichprovides each Party the freedomto determine the appropriate methodof implementingtheprovisions of this Chapter withinits own legalsystem and practice. The Parties further understand that a Party may provideits judicial authoritieswith the authority todetermine whether an act is a significant act that has a substantial prejudicial impact on theinterests of the copyrightor therelated rights holder in relation to themarketplace. 63 The Parties understand that aParty may comply with its obligationunder this paragraph by providing that distribution or sale ofcounterfeittrademark goods or pirated copyright goods ona commercial scale is an unlawful activity subject to criminal penalties. Furthermore, criminal procedures andpenaltiesas specified in paragraphs 1,2, and 3 are applicable in any free trade zones in a Party. 64 A Party may complywithits obligation relating to importation of labels or packaging through its measures concerning distribution. 65 A Party may complywithits obligations under this paragraph byproviding for criminal procedures and penaltiesto be applied to attempts to commita trademark offence. (b) that is intended to be used in the course of trade on goods or in relation to services that are identical to goods or services for which that trademark is registered. Article 14.90: Unauthorized and Wilful Misappropriation of a Trade Secret 1. Subject to paragraph 2, each Party shall provide for criminal procedures and penalties for the unauthorized and wilful misappropriation66 of a trade secret. 2. With respect to the acts referred to in paragraph 1, a Party may, as appropriate, limit the availability of its procedures, or limit the level of penalties available, to one or more of the following cases in which the act is: (a) for the purposes of commercial advantage or financial gain; or (b) related to a product or service in national or international commerce. Article 14.91: Prohibition of Unauthorized Disclosure or Use of a Trade Secret by Government Officials Outside the Scope of Their Official Duties 1. Each Party shall, if trade secrets may be submitted to a court or government entity, prohibit a government official at the central level of government from disclosing a trade secret without authorization and outside the scope of that person’s official duties. 2. Each Party shall provide for in its law deterrent-level penalties, including monetary fines and imprisonment, to guard against the unauthorized disclosure of a trade secret described in paragraph 1. Article 14.92: Unauthorized Recording of a Cinematographic Work Each Party may provide for criminal procedures and penalties to be applied in accordance with its laws and regulations against a person who, without authorisation of the theatre manager or the holder of the copyright in a cinematographic work, makes a copy of that work or any part thereof, from a performance of the work in a motion picture exhibition facility open to the public. Article 14.93: Criminal Liability for Aiding and Abetting With respect to the offences for which this Sub-Section requires a Party to provide for criminal procedures and penalties, each Party shall ensure that criminal liability for aiding and abetting is available under its law. 66 For the purposes of this Article, “wilful misappropriation” requires a person tohaveknown that thetrade secret was acquired in a manner contrarytohonest commercial practices. Article 14.94: Criminal Enforcement 1. With respect to the offences described in Articles 14.89 (Wilful Counterfeiting and Piracy) through 14.93 (Criminal Liability for Aiding and Abetting), each Party shall provide: (a) penalties that include sentences of imprisonment as well as monetary fines sufficient to deter future acts of infringement, consistent with the level of penalties applied for crimes of a corresponding gravity;67 (b) that its judicial authorities have the authority, in determining penalties, to account for the seriousness of the circumstances, which may include circumstances that involve threats to, or effects on, health or safety;68 (c) that its judicial or other competent authorities have the authority to order the seizure of suspected counterfeit trademark goods or pirated copyright goods, any related materials and implements used in the commission of the alleged offence, documentary evidence relevant to the alleged offence, and assets derived from or obtained through the alleged infringing activity. If a Party requires identification of items subject to seizure as a prerequisite for issuing a judicial order referred to in this subparagraph, that Party shall not require the items to be described in greater detail than necessary to identify them for the purpose of seizure; (d) that its judicial authorities have the authority to order the forfeiture, at least for serious offences, of any assets derived from or obtained through the infringing activity; (e) that its judicial authorities have the authority to order the forfeiture or destruction of: (i) all counterfeit trademark goods or pirated copyright goods; (ii) materials and implements that have been predominantly used in the creation of pirated copyright goods or counterfeit trademark goods; and (iii) any other labels or packaging to which a counterfeit trademark has been applied and that have been used in the commission of the offence. In cases in which counterfeit trademark goods and pirated copyright goods are not destroyed, the judicial or other competent authorities shall ensure that, except in exceptional circumstances, those goods are disposed of outside the channels of commerce in such a manner as to avoid causing any harm to the right holder; (f) that forfeiture or destruction under subparagraph (c) and subparagraph (e) occur without compensation of any kind to the defendant; 67 The Parties understand that thereis noobligation foraPartytoprovide for the possibility of imprisonment and monetary fines to be imposed in parallel. 68 A Party may also account for those circumstances through a separate criminal offence. (g) that its judicial or other competent authorities have the authority to release or, in the alternative, provide access to, goods, material, implements, and other evidence held by the relevant authority to a right holder for civil69 infringement proceedings; and (h) that its competent authorities may act upon their own initiative to identify a potential offence and report that potential offence to the right holder. 2. With respect to the offences described in Articles 14.89 (Wilful Counterfeiting and Piracy) through 14.93 (Criminal Liability for Aiding and Abetting), a Party may provide that its judicial authorities have the authority to order the seizure or forfeiture of assets, or alternatively, a fine, the value of which corresponds to the assets derived from, or obtained directly or indirectly through, the infringing activity. Sub-Section J-3: Border and Other Measures Article 14.95: Application by the Right Holder 1. Each Party shall provide for applications to suspend the release of, or to detain, any suspected counterfeit trademark goods, confusingly similar trademark goods, or pirated copyright goods that are imported into the territory of the Party. 2. Each Party shall provide that a right holder, submitting an application referred to in paragraph 1 to initiate procedures for its competent authorities70 to suspend release of suspected counterfeit trademark goods, confusingly similar trademark goods, or pirated copyright goods into free circulation, is required to: (a) provide adequate evidence to satisfy the competent authorities that, under the law of the Party providing the procedures, there is prima facie an infringement of the right holder’s intellectual property right; and (b) supply sufficient information that may reasonably be expected to be within the right holder’s knowledge to make the suspect goods reasonably recognisable by its competent authorities. The requirement to provide that evidence and information shall not unreasonably deter recourse to these procedures. 69 A Party may also providethis authority in connection with administrative infringement proceedings. 70 For the purposes of this Sub-Section,unless otherwise specified, competent authorities may includetheappropriate judicial,administrative, orlawenforcement authorities under aParty’s law. 3. Each Party shall provide that its competent authorities have the authority to require a right holder submitting an application referred to in paragraph 1 to provide a reasonable security or equivalent assurance sufficient to protect the defendant and the competent authorities, and to prevent abuse. Each Party shall provide that such security or equivalent assurance does not unreasonably deter recourse to these procedures. A Party may provide that the security may be in the form of a bond conditioned to hold the defendant harmless from any loss or damage resulting from any suspension of the release of goods in the event the competent authorities determine that the article is not an infringing good. 4. Without prejudice to a Party’s law pertaining to privacy or the confidentiality of information: (a) if a Party’s competent authorities have detained or suspended the release of goods that are suspected of being counterfeit trademark goods, or pirated copyright goods, that Party may provide that its competent authorities have the authority to inform the right holder without undue delay of the names and addresses of the consignor, exporter, consignee, or importer; a description of the goods; the quantity of the goods; and, if known, the country of origin of the goods;71 or (b) if a Party does not provide its competent authority with the authority referred to in subparagraph (a) when suspect goods are detained or suspended from release, it shall provide, at least in cases of imported goods, its competent authorities with the authority to provide the information specified in subparagraph (a) to the right holder normally within 30 working days of the seizure or determination that the goods are counterfeit trademark goods, or pirated copyright goods. Article 14.96: Ex Officio Authority Each Party shall provide that its competent authorities may initiate border measures ex officio72 with respect to goods under customs control73 that are: (a) imported; (b) destined for export; or 71 For greater certainty,a Party may establishreasonable procedures to receiveoraccess that information. 72 For greater certainty,that ex officio action does not require a formal complaintfromathird party orrightholder. 73 For the purposes of this Sub-Section,a Party may treat goods under customs control as meaning goods that are subject to a Party’s customs procedures. (c) in transit74, 75, and that are suspected of being counterfeit trademark goods or pirated copyright goods. Article 14.97: Determination of an Infringement 1. Each Party shall adopt or maintain a procedure by which its competent authorities may determine within a reasonable period of time after the initiation of the procedures described in Article 14.95 (Application by the Right Holder) and Article 14.96 (Ex Officio Authority), whether the suspect goods infringe an intellectual property right.76 2. Each Party shall provide that its competent authorities have the authority to order the destruction of goods following a determination that the goods are infringing. In cases in which the goods are not destroyed, each Party shall ensure that, except in exceptional circumstances, the goods are disposed of outside the channels of commerce in such a manner as to avoid any harm to the right holder. In regard to counterfeit trademark goods, the simple removal of the trademark unlawfully affixed shall not be sufficient, other than in exceptional cases, to permit the release of the goods into the channels of commerce. Article 14.98: Fees If a Party establishes or assesses, in connection with the procedures described in this Sub-Section, an application fee, storage fee, or destruction fee, that fee shall not be set at an amount that unreasonably deters recourse to these procedures. Article 14.99: Application to Small Consignments This Sub-Section also shall apply to goods of a commercial nature sent in small consignments. A Party may exclude from the application of this Sub-Section small quantities of goods of a non-commercial nature contained in travellers’ personal luggage.77 74 This subparagraph applies to suspect goods that are in transitfromone customs office to another customs officein the Party’s territory fromwhich the goodswill be exported. 75 As an alternativeto this subparagraph, a Party shall instead endeavour toprovide,if appropriate andwith aviewto eliminating international tradeincounterfeittrademark goods or pirated copyright goods, available information to the other Party in respect ofgoods that it has examinedwithouta localconsigneeandthat are transhipped throughits territoryand destined fortheterritoryof the other Party, to inform the other Party’s efforts toidentify suspect goods upon arrival in its territory. 76 A Party may complywiththeobligation in this Article withrespect to adetermination thatsuspect goodsunder Article 14.95 (Application by theRightHolder) and Article 14.96 (Ex Officio Authority)infringe an intellectual property rightthroughadetermination that the suspect goods bear afalsetrade description. 77 For greater certainty,a Party may also exclude from theapplication ofthis Sub-Section small quantities of goods ofa non-commercial nature sent in small consignments. Article 14.100: Civil Remedies and Criminal Penalties for the Protection of Encrypted Program-Carrying Satellite and Cable Signals 1. For the purpose of this Article, “signal” means an encrypted program-carrying satellite or cable signal. 2. Each Party shall provide either civil remedies for right holders78 or criminal penalties79 against any person who: (a) manufactures, imports, sells, leases, or otherwise distributes a device or system that is primarily of assistance in decoding a signal without the authorization of the lawful distributor of that signal; or (b) decodes a signal and further distributes80 that decoded signal without the authorization of the lawful distributor of the signal. Section K: Final Provisions Article 14.101: Technical Consultations 1. A Party shall not have recourse to dispute settlement under Chapter 24(Dispute Settlement) for a matter arising under this Chapter without first seeking to resolve the matter in accordance with this Article.81 2. A Party (the requesting Party) may request technical consultations with the other Party (the responding Party) to discuss any matter arising under this Chapter which the requesting Party considers might negatively affect their interests by delivering a written request to the responding Party’s Contact Point. The request shall identify the reason for the request, including a description of the requesting Party’s concerns about the matter. 3. A Party may haverecourse to consultations under this Article without prejudice to the commencement or continuation of cooperative activities under Section B: Cooperation. 4. Upon a request pursuant to paragraph 2, the Parties shall consult each other within the framework of the Committee established under Article 14.13 (Committee on Intellectual Property) to consider ways of reaching a mutually satisfactory outcome. 5. Subject to Paragraph 6, unless the Parties decide otherwise, they shall enter technical consultations no later than 30 days after the date of receipt of the request under Paragraph 2. 78 For the purposes of this Article, “right holders”means any person that holds an interest in the signalor its content, and that is injured by an act described in paragraph2. 79 A Party may apply criminal penaltiesonly to persons who willfully commit the acts described in paragraph2. 80 For greater certainty,a Party may interpret “further distribute” as “retransmit to thepublic”. 81 For greater certainty,this Article is without prejudiceto the Partiesundertaking alternative methodsof dispute resolution under Article 24.6 (Good Offices, Conciliation, or Mediation). 6. In cases of urgency, including those involving perishable goods, technical consultations shall commence within 15 days of the date of receipt of the request by the other Party. 7. Consultations pursuant to this Article: (a) may be held in person orby any technological means decided by the Parties; and (b) shall be confidential and without prejudice to the rights of a Party in another proceeding. 8. Each Party shall: (a) endeavour to provide sufficient information to enable a full examination of the matter; (b) ensure the appropriate involvement of relevant officials and competent authorities in meetings held pursuant to this Article; and (c) make every effort to arrive at a mutually satisfactory resolution of the matter, which may include appropriate cooperative activities. 9. The Parties may request advice, onterms decided by the Parties, from independent experts to assist them. 10. If the Parties are able to resolve the matter, they shall document the outcome, including, if appropriate, specific steps and timelines decided upon. The Parties shall make the outcome available to the public, unless they decide otherwise. 11. If a matterreferred to in paragraph 2 is a matter referred to in Article 24.3 (Dispute Settlement – Scope and Coverage) and has not been resolved within: (a) 45 days after the date of receipt of the request for technical consultations; (b) 25 days after the date of receipt of the request for technical consultations for matters referred to in paragraph 6; or (c) any other period as the Parties may decide, the requesting Party may refer the matter to a panel pursuant to Article 24.7 (Dispute Settlement – Request for the Establishment of a Panel).

Chapter 15. COMPETITION POLICY AND STATE-OWNED ENTERPRISES

SectionA: Competition Policy Article 15.1: Definitions For the purposes of this Section: competition authority means an authority responsible for the enforcement of a Party’s competition law; enforcement proceeding means a proceeding1 following an investigation into the alleged contravention of the competition laws and regulations, and does not include the consensual resolution of an issue between the competition authority and a person alleged to have contravened competition laws and regulations, if the allegation made by the competition authority is not contested; Article 15.2: Objectives 1. TheParties recognise that anti-competitive business conduct including anti.competitive mergers, and misleading or deceptive commercial activities, as outlined in their respective competition or consumer protection laws and regulations, may distort the proper functioning of markets and offset the benefits of thisAgreement such as the facilitation of trade and investment between the Parties. 2. The objectives of this Section are to promote fair marketplace competition and enhance economic efficiency and consumer welfare. To this effect, the Parties shall endeavour to take appropriate measures to proscribe anti-competitive business conduct, including anti-competitive mergers, and misleading or deceptive commercial activities, to implement policies promoting competition and consumer protection, and to enhance the effectiveness of enforcement activities by cooperating on matters covered by this Section. Article 15.3: Competition Laws andAuthorities 1. Each Party shall maintain competition laws2 and regulations that proscribe anti.competitive business conduct, including anti-competitive mergers, and shall take appropriate action with respect to this conduct. 2. Each Party shall endeavour to apply its competition laws and regulations to all commercial activities in its territory. This shall not prevent a Party from applying its competition laws and regulations to a commercial activity outside its territory that have an appropriate nexus to its jurisdiction. 1 For Canada, this includes both ajudicial and administrativeproceeding. 2 For greater certainty,the competitionlaws of a Party may be civilor criminal in nature. 3. Each Party may provide for an exclusion or exemption from the application of its competition laws and regulations provided that the exclusion or exemption is transparent, established in its law, and based on grounds of public policy or public interest. 4. Each Party shall maintain a competition authority and ensure independence in decision-making by its competition authority or in relation to the enforcement of its competition laws and regulations. 5. Each Party shall ensure that its competition authority enforces its competition laws and regulations in accordance with the objectives set out in Article 15.2 (Objectives), and does not discriminate on the basis of nationality. 6. Each Party’s competition authority shall adopt or maintain measures to promote the consideration of marketplace competition totheir respective Party’s regulatory authorities and any other administrative body at any level of government with regards to the development, proposal or adoption of a regulatory measure. Article 15.4: Procedural Fairness 1. Each Party shall adopt or maintain publicly available procedures pursuant to which its competition law investigations are conducted. If these investigations are not subject to definitive deadlines, subject to its law, each Party shall ensure its competition authority conducts its investigations within a reasonable time frame taking into account circumstances including the nature and complexity of the investigation. 2. Each Party shall, if appropriate and legally permissible, ensure that its competition authority informs a person that is the subject of an investigation as soon as practicable. This information must include the legal basis for the investigation and the alleged conduct under investigation. In determining the timing for informing a person of an investigation, a Party’s competition authority may consider the status and specific needs of the investigation.3 3. Each Party shall endeavour, if appropriate and legally permissible, to provide a person who has been informed that they are the subject of an investigation, including with regard to a merger or other conduct, with a reasonable opportunity for meaningful and timely engagement on the relevant factual, legal, economic, and procedural issues, according to the status and specific needs of the investigation. 4. Each Party shall provide, in accordance with its law, for the protection of confidential information obtained by its competition authority during the investigative process. 5. Each Party shall ensure that its competition authority does not state or imply in an official communication to the public, revealing the existence of a pending or ongoing investigation against a particular person that the person referred to in that communication has in fact contravened the Party’s competition laws and regulations. 3 For greater certainty,such considerations may includetheneed tokeep an investigation covert or to takeimmediate action to mitigate further harm. 6. Each Party shall ensure that its competition authority affords to a person who has allegedly contravened or is allegedly contravening a Party’s competition laws and regulations a reasonable opportunity to be represented by legal counsel, including by: (a) allowing, at that person’s request, counsel participation in a meeting or enforcement proceeding between the competition authority and the person4, and (b) recognising a privilege, as acknowledged by its law, if not waived, for lawful communications between the counsel and the person if the communications concern the soliciting or rendering of legal advice. 7. Each Party’s competition authority shall maintain measures to preserve all relevant evidence, including exculpatory evidence, that it collects as part of an investigation until the investigation is discontinued or completed, or, if enforcement proceedings are initiated, until the enforcement proceeding is complete and all appeals are exhausted, or for any longer period of time set out in the Party’s laws and regulations. 8. Each Party shall ensure that before anindependent and impartial judicial or administrative body imposes an order5 against a person for contravening its competition laws and regulations, it affords that person a reasonable opportunity in accordance with its law to: (a) obtain timely access to non-privileged information about the competition authority’s reason for the investigation, including identification of the specific competition laws or regulations alleged to have been contravened; (b) if that person contests the allegations in an enforcement proceeding, (i) obtain timely access to non-privileged information that is necessary to prepare an adequate defence. Confidential third-party information shall only be provided to the person’s legal counsel, and a competition authority is not obliged to produce information that is not already in its possession or control; (ii) be heard and present evidence in its defence before an independent and impartial judicial or administrative body, including, if applicable, to offer the analysis of a qualified expert, cross-examine a testifying witness, and review and rebut evidence; and (c) contest an allegation that the person has contravened competition laws and regulations before an independent and impartial judicial or administrative body. except that aParty mayprovide forthese opportunities within a reasonable time after it imposes an interim measure. 4 For Canada, this excludes an ex parte proceeding,or a search of premises pursuant to a search warrant. 5 For Canada thisincludes asanctionor remedy. 9. Each Party shall provide a person that is subject to an order imposed by an independent and impartial judicial or administrative body6 with the opportunity to seek review of that order by a court or independent tribunal. For greater certainty, each Party shall not be required to provide such opportunity if the person voluntarily agreed to the imposition of that order. 10. Each Party shall ensure that its competition authority7 has the burden of establishing the legal and factual basis for an alleged contravention of the Party’s competition laws and regulations in an enforcement proceeding.A Party may require that a person alleged to have contravened the Party’s competition laws and regulations has the burden of establishing defence to the allegation. 11. Each Party shall authorise its competition authority8 to resolve an alleged contravention of its competition laws and regulations voluntarily by consent of the competition authority9 and the person subject to the investigation. A Party may provide for this voluntary resolution to be subject to approval by an independent judicial or administrative body10 before becoming final. 12. Each Party shall adopt or maintain rules of procedure and evidence that apply to an enforcement proceeding concerning alleged contravention of its competition laws and regulations and the determination of an order by an independent and impartial judicial or administrative body.11These rules shall include procedures for introducing evidence, including expert evidence if applicable, and shall apply equally to all persons subject to an enforcement proceeding. Article 15.5: Transparency 1. The Parties recognise the value of making theircompetition lawenforcement guidelines and competition advocacy policies as transparent as practicable. 2. Each Party shall ensure that its competitions laws, regulations, and enforcement guidelines are publicly available. 3. On request of a Party, the other Party shall make available to the requesting Party public information concerning: (a) its competition law enforcement guidelines; and (b) exemptions to its competition laws and regulations. 4. Each Party shall ensure that a final decision from an enforcement proceeding finding a contravention of its competition laws and regulations sets out findings of fact and the reasoning12, including legal and, if applicable, economic analysis, on which the decision is based. 6 For Canada thisincludes asanctionor remedy. 7 For Canada, this includes thepublicprosecutor forcriminal prosecutions. 8 For Canada, this includes thepublicprosecutor forcriminal prosecutions. 9 For Canada, this includes thepublicprosecutor forcriminal prosecutions. 10 For Canada, this may include anadditional publiccomment period. 11 For Canada thisincludes asanctionor remedy. 12 For Canada, this does not apply to jury trials. 5. Each Party shall ensure that a final decision referred to in paragraph 4 and any order implementing that decision are published, or if publication is not practicable, made publicly available in a manner that enables an interested person or the other Party to become acquainted with them. 6. Each Party shall ensure that adecision or anorder that is published or made publicly available is redacted to the extent necessary in order to be consistent with that Party’s laws and regulations regarding confidentiality, privilege and any other applicable exceptions, including the need to safeguard the confidentiality of the information on the grounds of public policy or public interest. Article 15.6: Confidentiality 1. Each Party shall have publicly available rules, policies, or guidance regarding the identification and treatment of confidential information that comes into the possession of the competition authority. 2. If a third party seeks to obtain access to confidential information in the possession of the competition authority, the competition authority shall generally oppose, within their reasonably available resources, the disclosure of confidential information protected under its Party’s law. Article 15.7: Consumer Protection 1. The Parties recognise the importance of consumer protection law to enhancing consumer trust in the free trade area. The Parties recognise that the enforcement of consumer protection laws is in the public interest and is necessary to fulfill the objectives of this Agreement. 2. Each Party shall adopt or maintain laws13 or other measures to proscribe misleading or deceptive commercial activities, including false or misleading descriptions. 3. The Parties recognise that the enforcement of consumer protection laws is in the public interest. Article 15.8: Cooperation on Competition andConsumer Protection 1. The Parties recognise that anti-competitive business conduct and mergers, and misleading or deceptive commercial activities increasingly transcend borders and that cooperation and coordination between the Parties to support enforcement of competition laws and regulations, and consumer protection laws and measures is important and in the public interest. 2. Each Party’s competition authority shall endeavour to cooperate: (a) in any area of competition policy by discussing or exchanging information on its development and implementation; and 13 For greater certainty,thelaws ofaPartymaybecivilor criminal in nature. (b) on any issue relating to the enforcement of competition laws and regulations, including exchange of information, investigative and enforcement assistance, and consultation and coordination on any cross.border investigation. 3. Each Party shall endeavour to promotecooperation and coordination on any matter of mutual interest related to misleading or deceptive commercial activity, including in the enforcement of a Party’s laws or other measures related to misleading or deceptive commercial activity, the exchange of information, and any joint public awareness initiative. 4. A Party’s competition or consumer protection authority may consider entering into a cooperation arrangement or agreement with the respective authority of the other Party that sets out decided terms of cooperation. 5. Recognising that the Parties can benefit by sharing their diverse experiencein developing, administering, and enforcing their competition and consumer protection laws, regulations, and policies, the Parties may undertake technical cooperation activities, including: (a) providing advice or training on any relevant issue; (b) exchanging information and experience on competition advocacy and consumer protection policy, including ways to promote a culture of competition; and (c) assisting a Party as it implements a new competition or consumer protection law, regulation, or measure. 6. The Parties shall cooperate on matters set out in this Article in a manner compatible with their respective law, regulations, policies, and mutual interests, and within their reasonably available resources. Information shared pursuant to this Article may be subject to additional requirements by the Party sharing the information, including confidentiality or restriction on the purposes for which the information will be used. Article 15.9: Consultations 1. In order to foster understanding between the Parties, or to address a specific matter that arises under this Section, on written request of the other Party, a Party shall enter into consultations with the requesting Party. In its request, the requesting Party shall indicate, if relevant, how the matter affects trade or investment between the Parties. 2. TheParty responding to the request pursuant to paragraph 1 shall accord full and sympathetic consideration to the concerns of the requesting Party. 3. Each Party shall endeavour to provide relevant non-confidential, non-privileged information to the other Party to facilitate the discussion regarding the matter of consultations. Article 15.10: Non-Application of Dispute Settlement Chapter 24 (Dispute Settlement) does not apply to any matter arising under this Section. Section B: State-Owned Enterprises Article 15.11: DelegatedAuthority Each Party shall ensure that when its state-owned enterprises or state enterprises as applicable exercise any regulatory, administrative, or other governmental authority that the Party has directed or delegated to such entities to carry out, those entities act in a manner that is not inconsistent with that Party’s obligations under this Agreement. Article 15.12: Definitions For the purposes of this Section : Arrangement means the Arrangement on Officially Supported Export Credits, developed within the framework of the Organization for Economic Co-operation and Development (OECD), or a successor undertaking, whether developed within or outside of the OECD framework, that has been adopted by at least 12 original WTO Members that were Participants to the Arrangement as of 1 January 1979; commercial activities means activities that an enterprise undertakes with an orientation toward profit-making and that result in the production of a good or supply of a service that will be sold to a consumer in the relevant market in quantities and at prices determined by the enterprise. Activities undertaken by an enterprise that operates on a not-for-profit basis or on a cost-recovery basis are not activities undertaken with an orientation toward profit-making. Measures of general application to the relevant market shall not be construed as the determination by a Party of pricing, production, or supply decisions of an enterprise; commercial considerations means price, quality, availability, marketability, transportation, and other terms and conditions of purchase or sale, or other factors that would normally be taken into account in the commercial decisions of a privately owned enterprise in the relevant business or industry; covered state-owned enterprise means a state-owned enterprise that has had an annual revenue derived from its commercial activities of no less than the threshold amount in Annex 15-A(Threshold Calculation) in each of its three most recent fiscal years of operation so that the obligations in Article 15.14 (Non-discriminatory Treatment and Commercial Considerations) apply to it; financial service supplier of a Party, financial institution, and financialservice have the same meaning as inArticle 10.1 (Financial Services – Definitions); independent pension fund means an enterprise that is owned, or controlled through ownership interests, by a Party that: (a) is principally engaged in the following activities: (i) administering or providing a plan for pension, retirement, social security, disability, death, or employee benefits, or any combination thereof for the benefit of natural persons who are contributors to such a plan and their beneficiaries; or (ii) investing the assets of these plans; (b) has a fiduciary duty to the natural persons referred to in subparagraph (a)(i) or to depositors representing these natural persons; and (c) is not subject to investment direction from the government of the Party. Investment direction from the government of a Party does not include general guidance with respect to risk management and asset allocation that is not inconsistent with usual investment practice and is not demonstrated solely by the presence of government officials on the enterprise’s board of directors, or investment panel; market means the geographical and commercial market for a good or service; public service mandate means a government mandate pursuant to which a state-owned enterprise makes available a service, directly or indirectly, to the general public in its territory. A service to the general public includes the distribution of goods and the supply of general infrastructure services; and state-owned enterprise means an enterprise that is principally engaged in commercial activities in which a Party: (a) directly owns more than 50 per cent of the share or subscribed capital; (b) controls, through direct or indirect ownership interests, the exercise of more than 50 per cent of the voting rights. For the purposes of this definition, the term “indirect ownership interests” refers to situations in which a Party holds an ownership interest in an enterprise through one or more state-owned enterprises or state enterprises as applicable of that Party. At each level of the ownership chain, the state-owned enterprise or state enterprise as applicable — either alone or in combination with other state-owned enterprises or state enterprises as applicable — must own, or control through ownership interests, another enterprise. (c) holds the power to control the enterprise through any other ownership interest, including indirect or minority ownership. For greater clarity of the establishment of control, all relevant legal and factual arrangements shall be taken into account on a case-by-case basis; or (d) holds the power to appoint a majority of members of the board of directors, board of commissioners or any other equivalent management body. Article 15.13: Scope 1. This Section applies to the activities of state-owned enterprises of a Party that affect trade or investment between the Parties within the free trade area. 2. This Section does not apply to: (a) the regulatory or supervisory activities, or monetary and related credit policy and exchange rate policy, of a central bank or monetary authority of a Party; (b) the regulatory or supervisory activities of a financial regulatory body of a Party, including a non-governmental body, such as a securities or futures exchange or market, clearing agency, or other organization or association, that exercises regulatory or supervisory authority over financial services suppliers of a Party; or (c) activities undertaken by a Party or one of its state-owned enterprises or state enterprises as applicable for the purpose of the resolution of a failing or failed financial institution or any other failing or failed enterprise principally engaged in the supply of financial services. 3. This Section does not apply with respect to an independent pension fund of a Party, or an enterprise owned or controlled by an independent pension fund of a Party. 4. This Section does not apply to government procurement. 5. ThisSection does not apply to those activities of state-owned enterprises of a Party which are necessary to national defence and security. 6. ThisSection applies to the activities of state-owned enterprises owned or controlled by the central government of a Party. 7. Nothing in this Section prevents a state-owned enterprise of a Party from providing goods or services exclusively to that Party for the purposes of carrying out that Party’s governmental functions. 8. Nothing in this Section preventsa Party from establishing or maintaining a state.owned enterprise or state enterprise as applicable. Article 15.14: Non-discriminatory Treatment and Commercial Considerations 1. Each Party shall ensure that each of its state-owned enterprises, when engaging in commercial activities: (a) acts in accordance with commercial considerations in its purchase or sale of a good or service, except to fulfil any terms of its public service mandate that are not inconsistent with subparagraph (c)(ii); (b) in its purchase of a good or service: (i) accords to a good or service supplied by an enterprise of the other Party treatment no less favourable than it accords to a like good or a like service supplied by enterprises of the Party or of any non-Party; and (ii) accords to a good or service supplied by an enterprise that is a covered investment in the Party’s territory treatment no less favourable than it accords to a like good or a like service supplied by enterprises in the relevant market in the Party’s territory that are investments of investors of the Party or of any non-Party; and (c) in its sale of a good or service: (i) accords to an enterprise of the other Party treatment no less favourable than it accords to enterprises of the Party or of any non-Party; and (ii) accords to an enterprise that is a covered investment in the Party’s territory treatment no less favourable than it accords to enterprises in the relevant market in the Party’s territory that are investments of investors of the Party, or of any non-Party. 2. Paragraph 1 does not apply with respect to the purchase or sale of shares, stock, or other forms of equity by a state-owned enterprise as means of its equity participation in another enterprise. 3. Subparagraphs 1(b) and 1(c) do not preclude a state-owned enterprise from: (a) purchasing or selling goods or services on different terms or conditions including those relating to price; or (b) refusing to purchase or sell goods or services, provided that such differential treatment or refusal is undertaken in accordance with commercial considerations. Article 15.15: Regulatory Framework 1. The Parties shall endeavour to makethebest useof relevant international best practices in governing state-owned enterprises, including the OECD Guidelines on Corporate Governance of State-Owned Enterprises. 2. Each Party shall ensure that any administrative body that the Party establishes or maintains exercises its regulatory authority in an impartial manner with respect to the enterprises that it regulates, including enterprises that are not state-owned enterprises. The impartiality with which an administrative body exercises its regulatory authority is to be assessed by reference to a pattern or practice of that administrative body. Article 15.16: Transparency 1. Each Party shall provide to the other Party or otherwise make publicly available on an official website a list of its covered state-owned enterprises, and thereafter shall update its list annually: (a) for Canada, Canada shall provide its initial list upon the entry into force of this Agreement; and (b) for Indonesia,Annex 15-D(Initial List of Covered State-Owned Enterprises for Indonesia) sets out its initial list. 2. On the written request of the other Party, a Party shall promptly provide the following information concerning a state-owned enterprise, provided that the request includes an explanation of how the activities of the entity may be affecting trade or investment between the Parties: (a) the percentage of shares that the Party, its state-owned enterprises cumulatively own, and the percentage of votes that they cumulatively hold, in the entity; (b) a description of any special shares or special voting or other rights that the Party, its state-owned enterprises hold, to the extent these rights are different than the rights attached to the general common shares of the entity; (c) the government titles of any government official serving as an officer or member of the entity’s board of directors or board of commissioners; (d) the entity’s annual revenue and total assets over the most recent three-year period for which information is available; (e) any exemptions and immunities from which the entity benefits under the Party’s law; and (f) any additional information regarding the entity that is publicly available, including annual financial reports and third-party audits, and that is sought in the written request. 3. When a Party provides written information pursuant to a request madeunder paragraph 2 and informs the requesting Party that it considers the information to be confidential, the requesting Party shall not disclose the information without prior consent of the Party providing the information. Article 15.17: Technical Cooperation The Parties shall, if appropriate and subject to available resources, engage in mutually agreed technical cooperation activities, including: (a) exchanging information regarding Parties’ experiences in improving the corporate governance and operation of their state-owned enterprises; (b) sharing best practices on policy approaches to ensure a level playing field between state-owned and privately-owned enterprises, including policies related to competitive neutrality; (c) organizing international seminars, workshops,or any other appropriate forum for sharing technical information and expertise related to the governance and operations of state-owned enterprises; and (d) collaborating on matters related to state-owned enterprises and competitive neutrality in international bodies or agreements. Article 15.18: Technical Consultations 1. The Parties shall seek to resolve any concerns arising from the implementation of this Section through technical consultations pursuant to this Article prior to initiating dispute settlement pursuant to Chapter 24 (Dispute Settlement). The objective of the technical consultations is to arrive at a mutually satisfactory resolution of the concerns. 2. For the purposes of paragraph 1, any Party may make a written request to the other Party to hold technical consultations that shall identify: (a) the matter or measureat issue; (b) provisions of this Section to which the concerns are related; and (c) the reasons for the request, including a description of the requesting Party’s concerns regarding the measures or matters. 3. At the request of either Party, the Parties shall hold technical consultations to discuss the concerns raised in the request, in person or by any technological means that the Parties decide. If the Parties decide to hold technical consultations in person, the meeting shall be held in the capital of the requested Party, unless the Parties agree otherwise. 4. The Parties shall endeavour to resolve the matter as expeditiously as possible within 60 calendar days from the date of receipt of the request. If the requesting Party believes that the matter is urgent and requires immediate settlement, it may request from the other Party resolution within a shorter time frame. In such cases, the requested Party shall give positive consideration to such a request. 5. A Party may request or exchange further information relevant to paragraph 2, and the information obtained or communications between the Parties under this Article shall be confidential unless the Parties agree otherwise. 6. The Parties shall notify the Joint Committee of any resolution reached between the Parties as a result of technical consultations under this Article. Neither Party shall use the resolution reached between the Parties against the other Party in any further proceedings under, or outside the framework of, this Agreement. Article 15.19: Contact Points Each Party shall designate a contact point on State-Owned Enterprises and notify the other Party to facilitate communications between the Parties on any matter covered by this Section. Article 15.20: Party-SpecificAnnexes Article 15.14 (Non-discriminatory Treatment and Commercial Considerations) does not apply with respect to the non-conforming activities of state-owned enterprises that a Party lists in its Schedule to Annex 15-C (Non-Conforming Activities) in accordance with the terms of the Party’s Schedule. Article 15.21: Exceptions 1. Nothing in Article 15.14(Non-discriminatory Treatment and Commercial Considerations), shall be construed to: (a) prevent the adoption or enforcement by a Party of measures to respond temporarily to a national or global economic emergency; or (b) apply to a state-owned enterprise with respect to which a Party has adopted or enforced measures on a temporary basis in response to a national or global economic emergency, for the duration of that emergency. 2. Article 15.14.1 (Non-discriminatory Treatment and Commercial Considerations) does not apply forthe supply of financial services by a state-owned enterprise pursuant to a government mandate if that supply of financial services: (a) supports exports or imports, provided that these services are: (i) not intended to displace commercial financing; or (ii) offered on terms no more favourable than those that could be obtained for comparable financial services in the commercial market. (b) supports private investment outside the territory of the Party, provided that these services are: (i) not intended to displace commercial financing; or (ii) offered on terms no more favourable than those that could be obtained for comparable financial services in the commercial market; or (c) is offered on terms consistent with the Arrangement, provided that it falls within the scope of theArrangement. 3. In circumstances in which no comparable financial services are offered in the commercial market referred to in paragraph 2: (a) for the purposes of sub-subparagraphs 2(a)(i) and 2(b)(i), the supply of the financial services is deemed not to be intended to displace commercial financing; and (b) for the purposes of sub-subparagraphs 2(a)(ii) and 2(b)(ii), the state-owned enterprise may rely on available information to establish a benchmark on the terms on which such services would be offered in the commercial market. 4. Article 15.14(Non-discriminatory Treatment and Commercial Considerations) and Article 15.16 (Transparency) do not apply to any service supplied in the exercise of governmental authority. For the purposes of this paragraph, “a service supplied in the exercise of governmental authority” has the same meaning as in GATS, including the meaning in the Financial Services Annex if applicable. 5. Article 15.14(Non-discriminatory Treatment and Commercial Considerations) and Article 15.16 (Transparency) do not apply with respect to a state-owned enterprise if in any one of the three previous consecutive fiscal years, the annual revenue derived from the commercial activities of the state-owned enterprise was less than a threshold amount which must be calculated in accordance with Annex 15-A(Threshold Calculation) and in conformity with Annex 15-D(Initial List of Covered State-Owned Enterprises for Indonesia). 6. Article 15.14.1(b),Article 15.14.1(c), (Non-discriminatory Treatment and Commercial Considerations) do not apply to the extent that a Party’s state-owned enterprise makes purchases and sales of goods or services pursuant to: (a) any existing non-conforming measure that the Party maintains, continues, renews, or amends in accordance with paragraphs 1 or 2 of Article 13.18 (Investment – Non-Conforming Measures and Exceptions), paragraphs 1 or 2 ofArticle 8.7 (Trade in Services – Reservations), orArticle 10.10.1 (Financial Services – Non-Conforming Measures), as set out in its Schedule to Annex I-A(Reservations for Existing Measures -ratchet), Annex I-B (Reservations for Existing Measures -standstill), or in Section A of its Schedule to Annex III; or (b) any non-conforming measure that the Party adopts or maintains with respect to sectors, subsectors, or activities in accordance with Article 13.18.3 (Investment – Non-Conforming Measures and Exceptions), Article 8.7.3 (Trade in Services – Reservations), orArticle 10.10.2 (Financial Services – Non-Conforming Measures), as set out in its Schedule to Annex II (Reservations for Future Measures), or in Section B of its Schedule to Annex III. 7. When a Party invokes the exception referred to in paragraph 5 during consultations under Article 24.5 (Dispute Settlement – Consultations), the consulting Parties should exchange and discuss available evidence concerning the annual revenue of the state-owned enterprise derived from the commercial activities during the three previous consecutive fiscal years in an effort to resolve during the consultations period any disagreement regarding the application of the exception. Article 15.22: Process for Developing Information Annex 15-B (Process for Developing Information Concerning State-Owned Enterprises) applies in any dispute under Chapter 24 (Dispute Settlement) regarding a Party’s conformity with Article 15.14 (Non-discriminatory Treatment and Commercial Considerations). ANNEX 15-A THRESHOLD CALCULATION 1. On the date ofentry into force of this Agreement, the threshold referred to in Article 15.21 (Exceptions) is 245,000,000 Special Drawing Rights (SDR). 2. The amount of the threshold shall be adjusted at three-year intervals with each adjustment taking effect on 1 January. The first adjustment must take place on the first January following the entry into force of this Agreement, in accordance with the formula set out in this Annex. 3. The threshold shall be adjusted for changes in general price levels using a composite SDR inflation rate, calculated as a weighted sum of cumulative per cent changes in the Gross Domestic Product (GDP) deflators of SDR component currencies over the three-year period ending 30 June of the year prior to the adjustment taking effect, and using the following formula: ...... .......... ..1=(1+(∑.... ))...0 if: ..0 = threshold value at base period; ..1 = new (adjusted) threshold value; ...... = .... respective (fixed) weights of each component currency, .., in SDR (as at 30 June of the year prior to the adjustment taking effect); and ...... ... = cumulative per cent change in the GDP deflator of each component currency, .., in SDR over the three-year period ending 30 June of the year prior to the adjustment taking effect. 4. For the purposes of the first adjustment referred to in paragraph 2, the threshold value at base period means the threshold applicable on the date of entry into force of this Agreement. For the purposes of subsequent adjustments, the threshold value at base period means the adjusted threshold for the previous three-year period. 5. Each Party shall convert the threshold into national currency terms where the conversion rates shall be the average of monthly values of that Party’s national currency in SDR terms over the three-year period to 30 June of the year before the threshold is to take effect. Each Party shall notify the other Party of its applicable threshold in its national currency. 6. For the purposes of thisAnnex, all data must be drawn from the International Monetary Fund’s International Financial Statistics database. If not all of the GDP deflators of SDR component currencies are available in the International Financial Statistics database, Parties may decide to use alternative methods to calculate the cumulative percent change in the GDP deflator of each currency. 7. The Parties shall consult if a major change in a national currency vis-à-vis the SDR were to create a significant problem with regard to the application of this Section. ANNEX 15-B PROCESS FOR DEVELOPING INFORMATION CONCERNING STATE-OWNED ENTERPRISES 1. Following the application ofArticle 15.18(Technical Consultations), if a Party requests the establishment of a panel pursuant to Chapter 24 (Dispute Settlement) to examine a complaint arising underArticle 15.14 (Non-discriminatory Treatment and Commercial Considerations), the Parties may exchange written questions and responses, as set forth in paragraphs 2 and 3, to obtain information relevant to the complaint that is not otherwise readily available. 2. The requesting Party may provide written questions to the responding Party within 15 days of the date of its request to establish a panel. The responding Party shall provide its responses to the questions to the requesting Party within 30 days of the date it receives the questions. 3. The requesting Party may provide any follow-up written questions to the responding Party within 15 days of the date it receives the responses to the initial questions. The responding Party shall provide its responses to the follow-up questions to the requesting Party within 30 days of the date it receives the follow-up questions. 4. If the requesting Party considers that the responding Party has failed to cooperate in the information-gathering process under this Annex, the requesting Party shall inform the panel and the responding Party in writing within 30 days of the date the responses to the requesting Party’s final questions are due and provide the basis for its view. The panel shall afford the responding Party an opportunity to reply in writing. In determining whether a Party has failed to cooperate in the information-gathering process, the panel shall take into account the reasonableness of the questions and the efforts the responding Party has made to respond to the questions in a cooperative and timely manner including on whether the requested information has been covered in any communications between the Parties prior to the initiation of the procedures in this Annex. 5. The Parties’ written questions or responses to each other shall be provided to the panel, on the same day as they are sent to the other Party. In the event that a panel has not yet been composed, each Party shall, upon the composition of the panel, promptly provide the panel with any questions or responses it has provided to the other Party. 6. The responding Party may designate information in its responses as confidential information in accordance with the procedures set out in Article 21 (Treatment of Confidential Information) ofAnnex 24-B (Rules of Procedure) or other rules of procedure agreed to by the Parties. 7. The time periods in paragraphs 2, 3 and 4 may be modified by the mutual decision of the Parties. In the case of paragraph 4, the mutually decided modifications are subject to approval by the panel. 8. In making findings of fact and its initial report, the panel should draw adverse inferences from instances of non-cooperation by a Party in the information-gathering process. For greater certainty, cooperation by a Party is understood to be in place, for example, when exchanges between the Parties with a view to respond to the question in paragraphs 2 and 3 are undertaken, including within the Joint Committee. 9. The panel may deviate from the time period set out in Chapter 24(Dispute Settlement) for the issuance of the initial report if necessary to accommodate the information-gathering process. 10. In making findings of fact and its initial report, the panel shall take into consideration information gathered pursuant to this Annex. 11. Nothing in this Annex shall be construed to prevent the panel from seeking information from a Party that was not provided to the panel through the information.gathering process if the panel considers the information necessary to resolve the dispute. However, the panel shall not request additional information to complete the record if the information would support a Party’s position and the absence of that information in the record is the result of that Party’s non-cooperation in the information-gathering process. ANNEX 15-C NON-CONFORMINGACTIVITIES Explanatory note 1. The Schedule ofa Party to this Annex sets out, pursuant to Article 15.20(Party-SpecificAnnexes), the non-conforming activities of a state-owned enterprise with respect to which some or all of the following obligations shall not apply: (a) Article 15.14.1(Non-discriminatory Treatment and Commercial Considerations), 2. Each Schedule entry sets out the following elements: (a) Obligations Concerned specifies the obligations referred to in paragraph 1 that, pursuant to Article 15.20 (Party-SpecificAnnexes), shall not apply to the non-conforming activities of the state-owned enterprises as set out in paragraph 3; (b) Entity identifies the state-owned enterprise that undertakes the non.conforming activities for which the entry is made; (c) Scope of Non-conforming Activities provides a description of the scope of non-conforming activities of the state-owned enterprise for which the entry is made; and (d) Measures identifies, for transparency purposes, a non-exhaustive list of the laws, regulations, or other measures pursuant to which the state-owned enterprise engages in the non-conforming activities for which the entry is made. 3. In accordance with Article 15.20(Party-SpecificAnnexes), thearticles of this Agreement specified in the Obligations Concerned element of an entry shall not apply to the non-conforming activities (identified in the Scope of Non-conforming Activities element of that entry) of the state-owned enterprise (identified in the Entity element of that entry). SCHEDULE OF CANADA Obligations Concerned: Article 15.14.1(a) (Non-discriminatory Treatment and Commercial Considerations) Article 15.14.1(c)(i) (Non-discriminatory Treatment and Commercial Considerations) Entity: Canadian Commercial Corporation, or any new, reorganized, or transferee enterprise, with similar functions and objectives. Scope of Non-Conforming Activities: With respect to Article 15.14.1(a) (Non-discriminatory Treatment and Commercial Considerations), the Entity or Entities may restrict the sale of services associated with facilitating the import or export of goods or services to enterprises located within Canada as set out in applicable laws, regulations, policies, and practices. With respect to Article 15.14.1(c)(i) (Non-discriminatory Treatment and Commercial Considerations), the Entity or Entities may accord preferences in the sale of services associated with facilitating the import or export of goods or services to or from certain countries based on bilateral arrangements with the relevant country. Measures: Canadian Commercial Corporation Act, R.S.C. 1985, c. C-14 (and regulations thereof) And including any future amendments. Obligations Concerned: Article 15.14.1(a) (Non-discriminatory Treatment and Commercial Considerations) Article 15.14.1(b)(i) (Non-discriminatory Treatment and Commercial Considerations) Article 15.14.1(c)(i) (Non-discriminatory Treatment and Commercial Considerations) Entity: Canada Mortgage and Housing Corporation and Canada Housing Trusts, or any new, reorganized, or transferee enterprise, with similar functions and objectives. Scope of Non-Conforming Activities: With respect to Article 15.14.1(a) (Non-discriminatory Treatment and Commercial Considerations), the Entity or Entities may take into account factors other than commercial considerations in the provision of financial or housing-related services such as: (a) guarantees, mortgage insurance, loans, and mortgage-backed securities; and (b) management of nursing homes, retirement homes, on-reserve and rental housing, and ancillary infrastructure, in furtherance of the mandate to support housing needs and housing affordability in Canada as set out in laws, regulations, policies, or programs. With respect to Article 15.14.1(b)(i) andArticle 15.14.1(c)(i) (Non-discriminatory Treatment and Commercial Considerations), and as set out in applicable laws, regulations, policies, or programs, the Entity or Entities may: (a) provide financial or housing-related services such as mortgage insurance, loans, and advisory services only to enterprises in Canada or provide such services to enterprises in certain other countries; and (b) purchase financial or housing-related services from enterprises in certain other countries. Measures: Canada Mortgage and Housing Corporation Act, R.S.C. 1985, c. C-7 National Housing Act, R.S.C. 1985, c. N-11 (and regulations thereof) And including any future amendments. Obligations Concerned: Article 15.14.1(a) (Non-discriminatory Treatment and Commercial Considerations) Article 15.14.1(b) (Non-discriminatory Treatment and Commercial Considerations) Entity: All existing and future state-owned enterprises Scope of Non-Conforming Activities: With respect to Article 15.14.1(a) (Non-discriminatory Treatment and Commercial Considerations), the Entity or Entities may accord more favorable treatment to aboriginal persons and organisations in the purchase of a good or service. With respect to Article 15.14.1(b) (Non-discriminatory Treatment and Commercial Considerations), the Entity or Entities may accord more favorable treatment to aboriginal persons and organisations in the purchase of a good or service. Measures: Constitution Act, 1982, being Schedule B of the Canada Act 1982 (U.K.), 1982, c. 11 SCHEDULE OF INDONESIA SPECIFIC RULES FOR INDONESIA ON STATE-OWNED ENTERPRISES In addition to the adoption, enforcement, or implementation of the equitization, restructuring, or divestment of assets owned or controlled by Indonesia, provided that these operations are carried out without discrimination against Canadian enterprises trading with Indonesia or Canadian enterprises investing in Indonesia, Article 15.14 (Non-discriminatory Treatment and Commercial Considerations) does not apply to the following non-conforming activities of a state-owned enterprise: (a) the purchase of goods or services by a state-owned enterprise from Indonesian small or medium-sized enterprises as defined by Law Number 20 Year 2008 concerning Micro, Small, and Medium Enterprises as amended by Law Number 6 Year 2023 concerning the Stipulation of Government Regulation in Lieu of Law Number 2 Year 2022 concerning Job Creation to become Law (and regulations thereof) including any future amendments, if that purchase is made pursuant to domestic laws and regulations or a governmental measure; (b) the activities of PT Kereta Api Indonesia (Persero) related to development and operational of High-Speed Railway between Jakarta and Bandung pursuant to Presidential Regulation Number 107 Year 2015 concerning Acceleration of Organization of Infrastructure and Facility of High-Speed Railway between Jakarta and Bandung (and regulations thereof) including any future amendments; (c) the activities of PT Mineral Industri Indonesia (Persero)related to sale of coal and minerals, pursuant to Law Number 4 Year 2009 concerning Mineral and Coal Mining as amended by Law Number 3 Year 2020 (and regulations thereof) including any future amendments; (d) the activities of PT Perkebunan Nusantara III (Persero) related to the production of certain plantation/commodities, pursuant to Presidential Regulation Number 40 Year 2023 concerning Acceleration of National Sugar Self Sufficiency and Provision of Bioethanol as a Biofuel; (e) the activities of PT Perusahaan Listrik Negara (Persero) in the distribution of electricity, pursuant to Law Number 30 Year 2009 concerning Electricity (and regulations thereof) including any future amendments; and (f) the activities of PT Rajawali Nusantara Indonesia (Persero) in providing and ensuring national food stock and food security, pursuant to Law Number 18 Year 2012 concerning Food (and regulations thereof particularly Presidential Regulation Number 125 Year 2022 concerning the Implementation of Government Food Reserves) including any future amendments. ANNEX 15-D INITIAL LIST OF COVERED STATE-OWNED ENTERPRISES FOR INDONESIA Only the following state-owned enterprises and their reorganized or transferee enterprises respectively with similar functions and objectives, which meet the Annex 15-A (Threshold Calculation) threshold amount at the time of entry into force of this Agreement, are covered state-owned enterprises: 1) PT Telkom Indonesia (Persero) Tbk; 2) PT Bank Rakyat Indonesia (Persero) Tbk; 3) PT Bank Mandiri (Persero) Tbk; 4) PT Bank Negara Indonesia (Persero) Tbk; 5) PT Bank Tabungan Negara (Persero) Tbk; 6) PT Semen Indonesia (Persero) Tbk; 7) PT Bahana Pembinaan Usaha Indonesia (Persero); 8) PT Aviasi Pariwisata Indonesia (Persero); 9) PT Biro Klasifikasi Indonesia (Persero); 10) PT Garuda Indonesia (Persero) Tbk; 11) PT Danareksa (Persero); 12) PT Jasa Marga (Persero) Tbk; 13) PT Krakatau Steel (Persero) Tbk; 14) PT Kereta Api Indonesia (Persero); 15) PT Pelabuhan Indonesia (Persero); 16) PT Pos Indonesia (Persero); 17) PT Biofarma (Persero); 18) PT Mineral Industri Indonesia (Persero); 19) PT Perkebunan Nusantara III (Persero); 20) PT Pertamina (Persero); 21) PT Perusahaan Listrik Negara (Persero); 22) PT Pupuk Indonesia (Persero); and 23) PT Rajawali Nusantara Indonesia (Persero). Without prejudice to the right of Indonesia to add state-owned enterprises at any time, the above list of covered state-owned enterprises is subject to update pursuant to Article 15.16.1 (Transparency).

Chapter 16. GOVERNMENT PROCUREMENT

Article 16.1: Definitions For the purposes of this Chapter: Committee means the Committee on Government Procurement established under Article 16.22 (Committee on Government Procurement); construction service means a service that has as its objective the realisation by whatever means of civil or building works, based on Division 51 of the United Nations Provisional Central Product Classification (CPC); in writing or written means any worded or numbered expression that can be read, reproduced and later communicated. It may include electronically transmitted and stored information; limited tendering means a procurement method whereby the procuring entity contacts a supplier or suppliers of its choice; multi-use list means a list of suppliers that a procuring entity has determined satisfy the conditions for participation in that list, and that the procuring entity intends to use more than once; notice of intended procurement means a notice published by a procuring entity inviting interested suppliers to submit a request for participation, a tender, or both; procuring entity means: (a) for Canada, an entity that is listed in Canada’s Annex 1 to Appendix I of the WTO Agreement on Government Procurement; and (b) for Indonesia, an entity that is undertaking covered procurement; qualified supplier means a supplier that a procuring entity recognises as having satisfied the conditions for participation; selective tendering means a procurement method whereby only qualified suppliers are invited by the procuring entity to submit a tender; supplier means a person or group of persons that provides or could provide goods or services; technical specification means a tendering requirement that: (a) lays down the characteristics of goods or services to be procured, including quality, performance, safety and dimensions, or the processes and methods for their production or provision; or (b) addresses terminology, symbols, packaging, marking, or labelling requirements, as they apply to a good or service; and WTO Agreement on Government Procurement means the Annex to the Protocol Amending the Agreement on Government Procurement, done at Geneva on 30 March 2012, as amended. Article 16.2: Objectives The objectives of this Chapter are to: (a) reinforce transparency of laws, regulations, and procedures; (b) ensure integrity; (c) encourage the use of electronic means; (d) encourage the use of environmental and socio-economic considerations; (e) encourage the participation of Small and Medium Sized Enterprises (SMEs); and (f) develop cooperation between the Parties, in respect of government procurement. Article 16.3: Scope Application of Chapter 1. This Chapter applies to any measure regarding covered procurement,whether or not it is conducted exclusively or partially by electronic means. 2. For the purposes of this Chapter, covered procurement means: (a) for Canada, procurement that is covered procurement under the WTO Agreement on Government Procurement by a procuring entity. If the WTO Agreement on Government Procurement does not apply to a measure of Canada’s with respect to a covered procurement, this Chapter also does not apply to that measure; and (b) for Indonesia, government procurement1 conducted by the central government level if the procurement is expressly open to international competition as provided in Indonesia’s laws and regulations. 1 For the purposes of this Article, for Indonesia, governmentprocurement means the processby whicha government obtains theuse of or acquires goods or services, or any combination thereof, forgovernmentalpurposes and not with a view to commercial sale or resale or usein the production or supply ofgoods or services for commercial sale or resale as provided in Indonesia’s laws and regulations. Activities not Covered 3. This Chapter does not apply to: (a) the acquisition or rental of land, existing buildings or other immovable property or the rights thereon; (b) non-contractual agreements or any form of assistance that a Party, including its procuring entities, provides, including cooperative agreements, grants, loans, equity infusions, guarantees, subsidies, fiscal incentives and sponsorship arrangements; (c) the procurement or acquisition of fiscal agency or depository services, liquidation and management services for regulated financial institutions or services related to the sale, redemption and distribution of public debt, including loans and government bonds, notes and other securities; (d) public employment contracts; or (e) procurement conducted: (i) for the specific purpose of providing international assistance, including development aid; (ii) under the particular procedure or condition of an international organization, or funded by international grants, loans or other assistance; or (iii) under the particular procedure or condition of an international agreement relating to the stationing of troops or relating to the joint implementation by the signatory countries of a project. 4. Nothing in this Chapter shall be construed to prevent a Party from developing new procurement policies, procedures, or contractual means, provided that they are not inconsistent with this Chapter. Article 16.4: Security and General Exceptions 1. Nothing in this Chapter shall be construed to prevent a Party from taking any action or not disclosing any information that it considers necessary for the protection of its essential security interests relating to the procurement of arms, ammunition or war materials, or to procurement indispensable for national security or for national defence purposes. 2. Nothing in this Chapter shall be construed to prevent a Party from adopting or maintaining a measure: (a) necessary to protect public morals, order or safety; (b) necessary to protect human, animal or plant life or health; (c) necessary to protect intellectual property; or (d) relating to agood or service of a person with disabilities, of philanthropic institutions, or of prison labour. Article 16.5: General Principles Use of Electronic Means 1. If conducting covered procurement by electronic means, a procuring entity shall: (a) ensure that the procurement is conducted using information technology systems and software, including those related to authentication and encryption of information, that are generally available and interoperable with other generally available information technology systems and software; and (b) establish and maintain mechanisms that ensure the integrity of information provided by a supplier, including requests for participation and tenders, including establishment of the time of receipt and the prevention of inappropriate access. Conduct of Procurement 2. A procuring entity shall conduct covered procurement in a transparent manner that is consistent with this Chapter. Article 16.6: Publication of Procurement Information 1. Each Party shall promptly publish any law, regulation, judicial decision, administrative ruling of general application, standard contract clause mandated by law or regulation and incorporated by reference in notices or tender documentation and procedure regarding covered procurement, and any modifications thereof, in an officially designated electronic or paper medium that is widely disseminated and remains readily accessible to the public. 2. Each Party shall list in Annex 16-A (Publication Media), the paper or electronic means through which the Party publishes the information referred to in paragraph 1 and the electronic medium where the Party publishes notices required by Article 16.8 (Notices), Article 16.9.3 (Qualification of Suppliers) and Article 16.15.2 (Transparency of Procurement Information). 3. Each Party shall, on request, respond to an inquiry relating to the information referred to in paragraph 1. 4. Each Party shall promptly notify the other Party of any modification to the Party’s information listed in Annex 16-A (Publication Media). Article 16.7: Ensuring Integrity in Procurement Practices 1. Each Party shall ensure that criminal, civil, or administrative measures exist to address corruption, fraud, and other wrongful acts in its government procurement. 2. The measures referred to in paragraph 1 may include procedures to render ineligible from participation in a Party’s procurements, for a stated period of time, a supplier that the Party has determined to have engaged in corruption, fraud, or other wrongful acts relevant to a supplier’s eligibility to participate in the Party’s government procurement. 3. Each Party shall ensure that it has in place measures to address potential conflicts of interest on the part of those engaged in or having influence over a procurement. Article 16.8: Notices Notice of Intended Procurement 1. For each covered procurement,a procuring entity shall publish a notice of intended procurement, except in the circumstances referred to in Article 16.13 (Limited Tendering). Each notice of intended procurement shall be published by electronic means free of charge through a single point of access and shall remain readily accessible to the public, at least until expiration of the time period indicated in the notice. 2. Except as otherwise provided in this Chapter, each notice of intended procurement shall include the following information, unless that information is provided in tender documentation that is made available free of charge to all interested suppliers at the same time as the notice of intended procurement: (a) the name and address of the procuring entity and other information necessary to contact the procuring entity and obtain all relevant documents relating to the procurement, and their cost and terms of payment, if any; (b) a description of the procurement, including the nature and the quantity of the goods or services to be procured or, where the quantity is not known, the estimated quantity; (c) a description of any options; (d) the time-frame for delivery of goods or services or the duration of the contract; (e) the procurement method that will be used and whether it will involve negotiation; (f) ifapplicable, theaddress and any final date for the submission of requests for participation in the procurement; (g) the address and the final date for the submission of tenders; (h) the language or languages in which tenders orrequests for participation may be submitted, if they may be submitted in a language other than an official language of the Party of the procuring entity; (i) a list and brief description of any conditions for participation of suppliers, including any requirements for specific documents or certifications to be provided by a supplier in connection therewith, unless those requirements are included in tender documentation that is made available to all interested suppliers at the same time as the notice of intended procurement; and (j) if, pursuant to Article 16.9 (Qualification of Suppliers), a procuring entity intends to select a limited number of qualified suppliers to be invited to tender, the criteria that will be used to select them and, if applicable, any limitation on the number of suppliers that will be permitted to tender. Summary Notice 3. For each case of intended procurement, a procuring entity shall publish a summary notice that is readily accessible, at the same time as the publication of the notice of intended procurement. The summary notice shall contain at least the following information: (a) the subject matter of theprocurement; (b) the final date for the submission of tenders or, if applicable, any final date for the submission of requests for participation in the procurement or for inclusion on a multi-use list; and (c) the address from which documents relating to the procurement may be requested. 4. For the purposes of this Chapter, each Party shall endeavour to use English as the language for publishing the summary notice and the notice of intended procurement. Notice of Planned Procurement 5. Procuring entities are encouraged to publish in the appropriate paper or electronic medium listed in Annex 16-A (Publication Media) as early as possible in each fiscal year a notice regarding their future procurement plans (notice of planned procurement). The notice of planned procurement should include the subject matter of the procurement and the planned date of the publication of the notice of intended procurement. Article 16.9: Qualification of Suppliers Registration Systems and Qualification Procedures 1. A Party, including its procuring entities, may maintain a supplier registration system under which interested suppliers are required to register and provide certain information. 2. Each Party shall ensure that: (a) its procuring entities make efforts to minimize differences in their qualification procedures; and (b) if its procuring entities maintain registration systems, the entities make efforts to minimize differences in their registration systems. Selective Tendering 3. If a procuring entity intends to use selective tendering, the procuring entity shall: (a) include in the notice of intended procurement at least the information specified in Article 16.8.2(a), (b), (e), (f), (i), and (j) (Notices) and invite suppliers to submit a request for participation; and (b) provide, by the commencement of the time period for tendering, at least the information in Article 16.8.2(c), (d), (g), and (h) (Notices) to qualified suppliers. 4. A procuring entity shall allow all qualified suppliers to participate in a particular procurement, unless the procuring entity states in the notice of intended procurement any limitation on the number of suppliers that will be permitted to tender and the criteria for selecting the limited number of suppliers. 5. If the tender documentation is not made publicly available from the date of publication of the notice referred to in paragraph 3, a procuring entity shall ensure that those documents are made available at the same time to all the qualified suppliers selected in accordance with paragraph 4. Multi-Use Lists 6. A Party, including its procuring entities, may establish or maintain a multi-use list provided that it publishes annually, or otherwise makes continuously available by electronic means, a notice inviting interested suppliers to apply for inclusion on the list. 7. The notice provided for in paragraph 6shall include: (a) a description of the goods or services, or categories thereof, for which the list may be used; (b) the conditions for participation to be satisfied by a supplier for inclusion on the list and the methods that the procuring entity will use to verify that a supplier satisfies the conditions; (c) the name and address of the procuring entity and other information necessary to contact the procuring entity and obtain all relevant documents relating to the list; and (d) the period of validity of the list and the means forits renewal or termination, or ifthe period of validity is not provided, an indication of the method by which notice will be given of the termination of use of the list. 8. A Party, including its procuring entities, that establishes or maintains a multi-use list, shall include on the list, within a reasonable period of time, all suppliers that satisfy the conditions for participation set out in the notice referred to in paragraph 6. 9. If a supplier that is not included on a multi-use list submits a request for participation in a procurement based on the multi-use list and submits all required documents within the time period set by the procuring entity, a procuring entity shall examine the request. The procuring entity shall not exclude the supplier from consideration in respect of the procurement unless the procuring entity is not able to complete the examination of the request within the time period allowed for the submission of tenders. Information on Procuring Entity Decisions 10. A procuring entity shallpromptly inform any supplier that submits a request for participation in a procurement or application for inclusion on a multi-use list of the procuring entity’s decision with respect to the request or application. 11. If a procuring entity rejects a supplier’s request for participation in a procurement or application for inclusion on a multi-use list, ceases to recognise a supplier as qualified, or removes a supplier from a multi-use list, the procuring entity shall promptly inform the supplier and, on request of the supplier, promptly provide the supplier with a written explanation of the reasons for its decision. Article 16.10: Technical Specifications and Tender Documentation Technical Specifications 1. In prescribing the technical specifications for the goods or services being procured, a procuring entity shall, if appropriate, set out the technical specification in terms of performance and functional requirements, rather than design or descriptive characteristics. 2. If design or descriptive characteristics are used in a technical specification, a procuring entity should indicate, if appropriate, that it will consider tenders of equivalent goods or services that demonstrably fulfil the requirements of the procurement by including words such as “or equivalent”in the tender documentation. 3. A procuring entity shallnot prescribe technical specifications that require or refer to a particular trademark or trade name, patent, copyright, design, type, specific origin, producer or supplier, unless there is no other sufficiently precise or intelligible way of describing the procurement requirements and provided that, in those cases, the procuring entity includes words such as “or equivalent”in the tender documentation. 4. A procuring entity shallnot seek or accept, in a manner that would have the effect of precluding competition, advice that may be used in the preparation or adoption of any technical specification for a specific procurement from a person that may have a commercial interest in the procurement. 5. For greater certainty, a Party, including its procuring entities, may, in accordance with this Article, prepare, adopt, or apply technical specifications to promote the conservation of natural resources, or protect the environment. 6. For greatercertainty, this Chapter is not intended to preclude a Party, or its procuring entities, from preparing, adopting or applying technical specifications required to protect sensitive government information, including specifications that may affect or limit the storage, hosting or processing of that information outside the territory of the Party. Tender Documentation 7. A procuring entity shall promptly make available or provide on request to any interested supplier tender documentation that includes all information necessary to permit the supplier to prepare and submit a responsive tender. Unless already provided in the notice of intended procurement, tender documentation shall include a complete description of: (a) the procurement, including the nature and the quantity of the goods or services to be procured or, ifthe quantity is not known, the estimated quantity and any requirements to be fulfilled, including any technical specifications, conformity assessment certification, plans, drawings or instructional materials; (b) any conditions for participation of suppliers, including any financial guarantees, information, and documents that suppliers are required to submit in connection with the conditions for participation; (c) all evaluation criteria the procuring entity will apply in the awarding of the contract, and, unless price is the sole criterion, the relative importance of those criteria; (d) ifthe procuring entity will conduct the procurement by electronic means, any authentication and encryption requirements or other requirements related to the submission of information by electronic means; (e) if there will be a public opening of tenders, the date, time,and placefor the opening, and, if appropriate, the persons authorised to be present; (f) any other terms or conditions, including terms of payment and any limitation on the means by which tenders may be submitted, such as whether on paper or by electronic means; and (g) any date for delivery of goods or the supply of services. 8. In establishing any date for the delivery of goods or the supply of services being procured, a procuring entity shall take into account factors such as the complexity of the procurement, the extent of subcontracting anticipated and the realistic time required for production, de-stocking, and transport of goods from the point of supply or for supply of services. 9. The evaluation criteria set out in the notice of intended procurement or tender documentation may include, among others, price and other cost factors, quality, technical merit, environmental characteristics, socio-economic considerations, and terms of delivery. 10. A procuring entity shall promptly reply to any reasonable request for relevant information by an interested or participating supplier, provided that the information does not give that supplier an advantage over other suppliers. Modifications 11. If,prior to the award of a contract, a procuring entity modifies the evaluation criteria or requirements set out in the notice of intended procurement or tender documentation provided to a participating supplier, or amends or reissues a notice or tender documentation, it shall publish or provide those modifications, or the amended or re-issued notice or tender documentation: (a) to all suppliers that are participating in the procurement at the time of the modification, amendment or reissuance, if those suppliers are known to the procuring entity, and in all other cases, in the same manner as the original information was made available; and (b) in adequate time to allow thosesuppliers to modify and re-submit their tenders, ifappropriate. Article 16.11: Time Periods A procuring entity shall, consistent with its own reasonable needs, provide sufficient time for suppliers to prepare and submit requests for participation and responsive tenders, taking into account such factors as: (a) the nature and complexity of the procurement; (b) the extent of subcontracting anticipated; and (c) the time necessary for transmitting tenders by non-electronic means from foreign as well as domestic points if electronic means are not used. Thetimeperiods, including any extension of the time periods, shall be the same for all interested or participating suppliers. Article 16.12: Negotiation 1. A Party may provide for its procuring entities to conduct negotiations, if: (a) the procuring entity has indicated its intent to conduct negotiations in the notice of intended procurement required under Article 16.8.2(e) (Notices); (b) it appears from the evaluation that no tender is obviously the most advantageous in terms of the specific evaluation criteria set out in the notice of intended procurement or tender documentation; or (c) there is only one supplier that submits abid, and that particular supplier has met the evaluation criteria. 2. A procuring entity shall: (a) ensure that any elimination of a supplier participating in negotiations is carried out in accordance with the evaluation criteria set out in the notice of intended procurement or tender documentation; and (b) if negotiations are concluded, provide acommon deadline for the remaining participating suppliers to submit any new or revised tenders. Article 16.13: LimitedTendering 1. A procuring entity may use limited tendering and may choose not to apply Article 16.8 (Notices), Article 16.9 (Qualification of Suppliers), paragraphs 7 to 11 of Article 16.10 (Technical Specifications and Tender Documentation), Article 16.11 (Time Periods), Article 16.12 (Negotiation), or Article 16.14 (Treatment of Tenders and Awarding of Contracts) only under any of the following circumstances: (a) if: (i) no tenders were submitted or no suppliers requested participation; (ii) no tenders that conform to the essential requirements of the tender documentation were submitted; (iii) no suppliers satisfied the conditions for participation; or (iv) the tenders submitted have been collusive, provided that the requirements of the tender documentation are not substantially modified; (b) if the goods or services can be supplied only by aparticular supplierand no reasonable alternative or substitute goods or services exist for any of the following reasons: (i) the requirement is for awork of art; (ii) the protection of patents, copyrights or other exclusive rights; or (iii) due to an absence of competition for technical reasons; (c) for additional deliveries by the original supplier of goods or services that were not included in the initial procurement, if a change of supplier for those additional goods or services: (i) cannot be made foreconomic or technical reasons such as requirements of interchangeability or interoperability with existing equipment, software, services or installations procured under the initial procurement; and (ii) would cause significant inconvenience or substantial duplication of costs for the procuring entity; (d) insofar as is strictly necessary if, for reasons of extreme urgency brought about by events unforeseeable by the procuring entity, the goods or services could not be obtained in time using other tendering methods; (e) for goods purchased on a commodity market; (f) ifa procuring entity procures a prototype or a first good or service that is developed at its request in the course of, and for, a particular contract for research, experiment, study or original development. Original development of a first good or service may include limited production or supply in order to incorporate the results of field testing and to demonstrate that the good or service is suitable for production or supply in quantity to acceptable quality standards, but does not include quantity production or supply to establish commercial viability or to recover research and development costs; (g) for purchases made under exceptionally advantageous conditions that only arise in the very short term in the case of unusual disposals such as those arising from liquidation, receivership or bankruptcy, but not for routine purchases from regular suppliers; (h) ifa contract is awarded to a winner ofa design contest provided that: (i) the contest has been organized in a manner that is consistent with the principles of this Chapter; (ii) the participants are judged by an independent jury with a view to a design contract being awarded to a winner; (i) forlegal consultancy services, including the services of an advocate or arbitrator, the need for which was previously unseen by the parties to a legal proceeding but which are required to assist those parties in promptly addressing certain matters that have arisen in the context of those proceedings and cannot be postponed; or (j) if an additional construction service that was not included in the initial contract, but that is within the objectives of the original tender documentation, has become necessary, due to unforeseeable circumstances, to complete the construction service described in the original tender documentation. 2. A procuring entity shall prepare a report in writing on each contract awarded under paragraph 1. The report shall include the name of the procuring entity, the value and kind of goods or services procured, and a statement indicating the circumstances and conditions described in paragraph 1 that justified the use of limited tendering. Article 16.14: Treatment of Tenders and Awarding of Contracts Treatment of Tenders 1. A procuring entity shall receive, open, and treat all tenders under procedures that guarantee the fairness of the procurement process and the confidentiality of tenders. 2. A procuring entity shallnot penalize any supplier whose tender is received after the time specified for receiving tenders if the delay is due solely to mishandling on the part of the procuring entity. 3. If a procuring entity provides a supplier with an opportunity to correct unintentional errors of form between the opening of tenders and the awarding of the contract, the procuring entity shall provide the same opportunity to all participating suppliers. Awarding of Contracts 4. To be considered foran award, a tender shall be submitted in writing and shall, at the time of opening, comply with the essential requirements set out in the notices and tender documentation and be from a supplier that satisfies the conditions for participation. 5. Unless a procuring entity determines that it is not in the public interest to award a contract, the procuring entity shall award the contract to the supplier that the procuring entity has determined to be capable of fulfilling the terms of the contract and that, based solely on the evaluation criteria specified in the notices and tender documentation, has submitted: (a) the most advantageous tender; or (b) ifprice is the sole criterion, the lowest price. 6. Ifa procuring entity receives a tender with a pricethat is abnormally lower than the prices in other tenders submitted, it may verify with the supplier that it satisfies the conditions for participation and is capable of fulfilling the terms of the contract. 7. A procuring entity shall not use options, cancel a procurement, or modify awarded contracts in a manner that circumvents the obligations under this Chapter. Article 16.15: Transparency of Procurement Information Information Provided to Suppliers 1. A procuring entity shall promptly inform participating suppliers of the procuring entity’s contract award decisions and, on the request of a supplier, shall do so in writing. Subject to paragraphs 2 and 3 of Article 16.16 (Disclosure of Information), a procuring entity shall, on request, provide an unsuccessful supplier with an explanation of the reasons why the procuring entity did not select the supplier’s tender and the relative advantages of the successful supplier’s tender. Publication of Award Information 2. Aprocuring entity shallpublish a contract award notice in the appropriate paper or electronic medium listed in Annex 16-A (Publication Media). If the procuring entity publishes the notice only in an electronic medium, the information shall remain readily accessible for a reasonable period of time. The notice shall include at least the following information: (a) a description of the goods or services procured; (b) the name and address of the procuring entity; (c) the name and address of the successful supplier; (d) the value of the successful tender or the highest and lowest offers taken into account in the award of the contract; (e) the date of award; and (f) the type of procurement method used, and in cases where limited tendering was used in accordance with Article 16.13 (Limited Tendering), a description of the circumstances justifying the use of limited tendering. Maintenance of Records 3. Each procuring entity shall maintain the documentation, records and reports relating to tendering procedures and contract awards for covered procurement, including the records and reports provided for in Article 16.13 (Limited Tendering) for a period of at least three years from the date it awards a contract. Article 16.16: Disclosure of Information Provision of Information 1. On request of the otherParty, a Party shall promptly provideinformation sufficient to demonstrate whether a procurement was conducted fairly and in accordance with this Chapter, including information on the characteristics and relative advantages of the successful tender, without disclosing confidential information. If release of the information would prejudice competition in future tenders, the Party that receives the information shall not disclose it to any supplier, except after consulting with, and obtaining the agreement of, the Party that provided the information. Non-Disclosure of Information 2. Notwithstanding any other provision of this Chapter, a Party, including its procuring entities, shall not disclose information that would prejudice fair competition between suppliers. 3. Nothing in this Chapter shall be construed to require a Party, including its procuring entities, authorities and review bodies, to disclose confidential information if that disclosure: (a) would impede law enforcement; (b) might prejudice fair competition between suppliers; (c) would prejudice the legitimate commercial interests of particular persons, including the protection of intellectual property; or (d) would otherwise be contrary to the public interest. Article 16.17: Environmental and Socio-economic Considerations 1. The Parties recognise the role of government procurement in: (a) advancing environmental and climate change objectives, including those set out in the Paris Agreement, done at Paris on 12 December 2015; and (b) achieving socio-economic objectives. 2. For greatercertainty, a Party, including its procuring entities, may take into account environmental or socio-economic considerations in the procurement process, including through conditions for participation, technical specifications, or evaluation criteria. Article 16.18: Contact Points 1. Exchange of information and cooperation under this Chapter shall be facilitated through the following contact points: (a) for Canada, the Department of Foreign Affairs, Trade and Development; and (b) for Indonesia, the National Public Procurement Agency. 2. Each Party shall notify the other Party ofany change to its contact point. Article 16.19: Facilitation of Participation by Small and Medium Sized Enterprises 1. The Parties recognise the important contribution that SMEs can make to economic growth and employment and the importance of facilitating the participation of SMEs in governmentprocurement. 2. If a Party maintains a measure that provides preferential treatment for SMEs, the Party shall ensure that the measure, including the criteria for eligibility, is transparent. 3. To facilitate participation by SMEs in covered procurement, each Party shall, to the extent possible and ifappropriate: (a) provide comprehensive procurement-related information that includes a definition of SMEs in a single electronic portal; (b) endeavour to make all tender documentation available free of charge; (c) conduct procurement by electronic means or through other new information and communication technologies; (d) consider the size, design, and structure of the procurement, including the use of subcontracting by SMEs; and (e) promote prompt payment upon satisfactory provision of the goods or services. Article 16.20: Cooperation The Parties recognise the importance of cooperation in helping to ensure the effective implementation of this Chapter. Taking into account available and existing instruments, resources, and mechanisms, the Parties shall cooperate and exchange information, including through networks, seminars, and workshops, on matters such as: (a) exchanging information, to the extent possible, on each Party’s laws, regulations, and procedures, and any modifications thereof; (b) encouraging inclusive and sustainable procurement practices; (c) sharing experienceson the use of electronic means in government procurement systems; (d) facilitating participation by suppliers in government procurement, in particular with respect to SMEs; (e) sharing best practices on facilitating the participation of suppliers in government procurement; and (f) building capability of government officials in best government procurement practices. Article 16.21: Further Negotiations If, after the entry into force of this Agreement, a Party enters into an international agreement that provides greater access to its government procurement market than is provided to the other Party under this Chapter, at the request of the other Party, the Parties shall enter into negotiations regarding the extension of that access to the other Party. The negotiations may also cover other provisions in this Chapter. Article 16.22: Committee on Government Procurement The Parties hereby establish a Committee on Government Procurement (Committee), composed of government representatives of each Party. On request of a Party, the Committee shall meet to discuss issues, such as: (a) ways to facilitate cooperation between relevant entities of the Parties in the field of government procurement; (b) ways to facilitate participation by SMEs in covered procurement, as provided for in Article 16.19 (Facilitation of Participation by Small and Medium Sized Enterprises); (c) experiences and best practices in the use of government procurement measures to advance environmental, climate change, and socio-economic objectives when conducting covered procurement; (d) the government procurement opportunities in each Party; and (e) any other matters related to the implementation and operation of this Chapter. Article 16.23: Non-Application of Dispute Settlement Chapter 24 (Dispute Settlement) does not apply to any matter arising under this Chapter. ANNEX 16-A PUBLICATION MEDIA Section A: Electronic or paper media utilised for the publication of laws, regulations, judicial decisions, administrative rulings of general application, standard contract clauses mandated by law or regulation and incorporated by reference in notices or tender documentation, and procedures regarding covered procurement, pursuant to Article 16.6 (Publication of Procurement Information): 1. Canada 1. Laws and regulations: (a) Statutes of Canada (https://laws.justice.gc.ca); and (b) Canada Gazette (https://www.gazette.gc.ca). 2. Judicial decisions: (a) Supreme Court Judgements (https://scc-csc.lexum.com); (b) Federal Court Reports (https://reports.fja-cmf.gc.ca/fja-cmf/en/nav.do); (c) Federal Court of Appeal (https://www.fca-caf.gc.ca); and (d) Canadian International Trade Tribunal (https://www.citt-tcce.gc.ca). 3. Administrative rulings and procedures: (a) CanadaBuys (https://canadabuys.canada.ca); (b) Canada Gazette (https://www.gazette.gc.ca); and (c) Directive on the Management of Procurement (https://www.tbs-sct.canada.ca/pol/doc-eng.aspx?id=32692). 2. Indonesia 1. Laws and regulations: Database Peraturan Perundang-undangan (https://peraturan.go.id/) ; or Jaringan Dokumentasi dan Informasi Hukum Lembaga Kebijakan Pengadaan Barang/Jasa Pemerintah (https://jdih.lkpp.go.id/regulation/index). 2. Judicial decisions: Direktori Putusan Mahkamah Agung Republik Indonesia (https://putusan3.mahkamahagung.go.id). 3. Administrative rulings and procedures: Portal Pengadaan Nasional (https://inaproc.id/); or Jaringan Dokumentasi dan Informasi Hukum Lembaga Kebijakan Pengadaan Barang/Jasa Pemerintah (https://jdih.lkpp.go.id/). Section B: Electronic or paper media utilised for the publication of notices required by Article 16.8 (Notices), Article 16.9 Qualification of Suppliers, and Article 16.15 (Transparency of Procurement Information), pursuant to Article 16.6 (Publication of Procurement Information) 1. Canada (a) CanadaBuys (https://canadabuys.canada.ca); and (b) MERX, Cebra Inc. (https://www.merx.com). 2. Indonesia (a) Portal Pengadaan Nasional (https://inaproc.id/); or (b) Sistem Informasi Rencana Umum Pengadaan (https://sirup.lkpp.go.id/).

Chapter 17. TRADE AND SUSTAINABLE DEVELOPMENT

Section A: General Provisions Article 17.1: Definitions For the purposes of this Chapter: environmental laws means a law or regulation of a Party or provisions thereof, enforced by that Party’s central government, the primary purpose of which is the protection of the environment or the prevention of a danger to human life or health from environmental impacts. Environmental laws does not include a law or regulation of a Party or provisions thereof directly related to worker safety or health, nor any law or regulation of a Party or provisions thereof, the primary purpose of which is managing the subsistence, or traditional or aboriginal harvesting of natural resources; ILO Declaration on Rights at Work means the International Labour Organisation (ILO) Declaration on Fundamental Principles and Rights at Work and its Follow-Up (1998), as amended in 2022; ILO Declaration on Social Justice means ILO Declaration on Social Justice for a Fair Globalisation (2008), as updated in 2022; labour laws means laws and regulations, or provisions of laws and regulations, of a Party that are directly related to the rights and principles set out in Article 17.25.1 and Article 17.25.2 (General Obligations); and specially protected natural areas means those areas as defined by each Party in its law. Article 17.2: Objective and Scope 1. The Parties affirm their commitment to pursue sustainable development, which encompasses the three inter-dependent and mutually reinforcing dimensions of economic development, social development, and environmental protection. Accordingly, the Parties shall promote trade and economic flows that contribute to enhancing decent work, high levels of environmental protection, and inclusive economic growth, including by: (a) promoting mutually supportive trade and environmental policies and the effective enforcement of environmental laws, and enhancing the capacities of the Parties to address trade-related environmental issues; (b) promoting the effective protection and enforcement of labour rights, improving working conditions, and strengthening cooperation on labour issues; and (c) advancing women’s economic empowerment and incorporating women.sensitive considerations into their trade and investment policies and initiatives. 2. The Parties underline the benefit of cooperation on trade-related environmental issues as part of a global approach to trade and sustainable development. The Parties recognise that eradicating poverty is indispensable to sustainable development and that trade can be an engine for inclusive economic growth and poverty reduction. 3. The Parties agree on the importance of enhanced dialogue and cooperation on issues of common interest for the effective implementation of this Chapter in order to achieve sustainable development and to improve their trade relationship in a sustainable manner, taking into account the differences in their respective levels of development, national priorities, and circumstances. 4. The Parties emphasisethat the implementation of this Chapter should be consistent with each Party’s obligations under the relevant international agreements to which it is a party. Article 17.3: Right to Regulate and Levels of Protection 1. The Parties recognisethat each Party has the right to determine its sustainable development objectives and priorities, to establish its levels of protection, and to adopt and modify its laws and policies accordingly, based on relevant international standards and consistent with international agreements to which the Party is a party, while taking into consideration the Parties’ respective economic development capacities. 2. The Parties further recognisethat a Party’s environmental and labour laws should not be applied in a manner that would constitute a means of arbitrary or unjustifiable discrimination or as a disguised restriction on trade or investment between the Parties. 3. Nothing in this Chapter shall be construed to authorisea Party to enforce its laws in the territory of the other Party. Article 17.4: Public Awareness Each Party shall promote public awareness of its laws, regulations, and policies relating to the environment, labour, protection of the rights of women, and equality between women and men, by making relevant information available to the public. Article 17.5: Non-Application of Dispute Settlement Chapter 24 (Dispute Settlement) does not apply to any matter arising under this Section. Section B: Trade and Environment Article 17.6: Context and Objectives 1. The Parties recognisethat economic development, social development, and environmental protection are interdependent and mutually reinforcing components of sustainable development. 2. Accordingly, the Parties shall endeavour to promote mutually supportive trade and environmental policies, promote high levels of environmental protection and effective enforcement of environmental laws, and enhance the capacities of the Parties to address trade-related environmental issues through cooperation, to further sustainable development. 3. The Parties recognisethat the environment plays an important role in the economic, social, and cultural well-being of Indigenous Peoples1, and acknowledge the importance of their engagement in the long-term conservation and sustainable use of the environment. Article 17.7: Right to Regulate and Levels of Protection 1. The Parties recognisethe right of each Party to establish its own environmental priorities and levels of protection, and to establish, adopt, or modify its environmental laws and policies accordingly. 2. Each Party shall endeavour to ensure that its environmental laws and policies provide for and encourage high levels of environmental protection, and to continue to improve its levels of environmental protection. 3. Each Party shall take into account, to the extent appropriate and practical, relevant scientific and technical information, and related international standards, guidelines, or recommendations when preparing and implementing environmental laws and policies that may affect trade or investment between the Parties. 4. The Parties recognisethat their respective environmental laws and policies are informed by key principles, including the polluter pays principle, and the sustainable utilisation of natural resources for the well-being of the people. 5. Each Party shall promote public awareness of its environmental laws including its enforcement and compliance procedures, by making relevant information available to the public. 1 Indigenous Peoples refers to: (a) for Canada,Aboriginal peoples(includingFirst Nations,Inuit,andMétis peoples) as definedin subsection 35(2) of the Constitution Act,1982 of Canada; (b) for Indonesia,Masyarakat HukumAdat in accordancewithIndonesia’s lawsandregulations. Article 17.8: Enforcement of Environmental Laws 1. A Party shall not fail to effectively enforce its environmental laws through a sustained or recurring course of action or inaction2in a manner affecting trade or investment between the Parties, after the date of entry into force of this Agreement. 2. Each Party retains the right to exercise discretion and to make decisions regarding: (a) investigatory, prosecutorial, regulatory, and compliance matters; and (b) the allocation of environmental enforcement resources with respect to other environmental laws determined to have higher priorities. Accordingly, the Parties understand that with respect to the enforcement of environmental laws, a Party is in compliance with paragraph 1 if a course of action or inaction reflects a reasonable exercise of that discretion, or results from a bona fide decision regarding the allocation of those resources in accordance with priorities for enforcement of its environmental laws. 3. Each Party shall ensure that an interested person of that Party may request that the Party’s competent authorities investigate alleged violations of its environmental laws, and that the competent authorities give those requests due consideration, in accordance with the Party’s law. 4. Each Party shall ensure that persons with a recognised interest under its law in a particular matter have appropriate access to administrative, quasi-judicial, or judicial proceedings for the enforcement of the Party’s environmental laws, and the right to seek appropriate remedies or sanctions for violations of those laws. 5. Without prejudice to Article 17.3(Right to Regulate and Levels of Protection), the Parties recognise that it is inappropriate to encourage trade or investment by weakening or reducing the protection afforded in their respective environmental laws. Accordingly, a Party shall not waive or otherwise derogate, or offer to waive or otherwise derogate, from its environmental laws in a manner that weakens or reduces the protection afforded in those laws in order to encourage trade or investment between the Parties. 6. Nothing in this Section shall be construed to authorisea Party to enforce its environmental laws in the territory of the other Party. Article 17.9: Procedural Matters 1. Each Party shall ensure that administrative, quasi-judicial, or judicial proceedings for the enforcement of the Party’s environmental laws are available under its law and that those proceedings are fair, equitable, transparent, and comply with the due process of law. The Parties recognise that theirrespective proceedings should be accessible, and not entail unreasonable fees or time limits. 2. Each Party affirms the principles of impartiality and independence in the administration of justice in the enforcement of its environmental laws. Hearings in a Party’s enforcement proceedings shall be open to the public, except when the administration of justice otherwise requires, and in accordance with the Party’s law. 2 For greater certainty,a “sustained orrecurring course of action or inaction” is “sustained” ifthe course of actionor inaction is consistent or ongoing,and is “recurring” if the course ofactionor inaction occurs periodically orrepeatedly and when theoccurrences are related or thesameinnature. A course of action or inactiondoes not include an isolated instance or case. 3. Each Party shall provide that final decisions on the merits of the case in these proceedings are: (a) in writing, and if appropriate state the reasons on which the decisions are based; (b) made available without undue delay to the parties to the proceedingsand, in accordance with its law, to the public; and (c) based on information or evidence submitted by the parties to the proceedings or other sources, in accordance with its law. 4. Each Party shall also provide, as appropriate, that parties to the proceedings have the right, in accordance with the Party’s law, to seek review and, if warranted, correction or redetermination, of final decisions in those proceedings. 5. Each Party shall provide appropriate sanctions or remedies for violations of its environmental laws and shall ensure that it takes account of relevant factors which may, in accordance with the Party’s law, include the nature and gravity of the violation, damage to the environment, and any economic benefit derived by the violator, when ordering sanctions or remedies. Article 17.10: Environmental Impact Assessment Each Party shall maintain appropriate procedures for assessing the impacts of proposed projects that are subject to an action by that Party’s central level of government that may cause significant environmental effects, with a view to avoiding, minimising, or mitigating adverse effects. Article 17.11: Multilateral Environmental Agreements 1. The Parties recognisethe important role of multilateral environmental agreements, to which they are both party, in protecting the environment and as instruments to achieve global environmental objectives including on sustainable development. To this end, the Parties commit to enhance the mutual supportiveness between trade and the multilateral environmental agreements to which they are both party. 2. Each Party affirms its commitment to implement its obligations under the multilateral environmental agreements to which it is party. 3. At the meetings of the Environment Sub-Committee, the Parties shall exchange, as appropriate, information on trade-related environmental issues of mutual interest and on their respective ratification and implementation of multilateral environmental agreements, including theirprotocols and amendments, to which they are both party. Article 17.12: Climate Change 1. The Parties recognise: (a) that climate change is an urgent threat that requires immediate and enhanced individual and collective action to reduce greenhouse gas (GHG) emissions in line with the best available science, and acknowledge efforts by the Parties in meeting their nationally determined contributions (NDC) targets; (b) in pursuit of the objective of the United Nations Framework Convention on Climate Change, done at New York on 9 May, 1992 (UNFCCC), the importance of tackling climate change by strengthening the full and effective implementation of the Paris Agreement, and its temperature goal, reflecting equity and the principle of common but differentiated responsibilities and respective capabilities, in light of different national circumstances; (c) the importance of mutually supportive trade, investment, and climate change policies in pursuing the objective of the UNFCCC and the Paris Agreement, including the transition to net-zero emissions and a climate-resilient economy; (d) the importance of mitigating and adapting to the effects of climatechange through increased investment in nature-based solutions and ecosystem.based approaches; and (e) the important contributions from all segments of society in addressing and responding to climate change. 2. Accordingly, each Party: (a) shall implement its obligations under the Paris Agreement, noting the importance of NDCs and pursuing climate action measures and policies in order to reduce GHG emissions; (b) affirms its commitment to a collective goal of reducing global anthropogenic GHG emissions, and to transition to net zero GHG emissions; and (c) shall endeavour to find innovative trade-related climate measures and market-based approaches to complement non-market-based approaches as provided in the Paris Agreement to mitigate and adapt to the effects of climate change. 3. The Parties shall cooperate on trade-related climate change issues bilaterally, regionally, and in international forums, as appropriate. Article 17.13: Circular Economy and Plastic Pollution 1. The Parties recognisethat enhancing resourceefficiency, education, public awareness, and circular economy approaches contribute to adopting sustainable consumption and production patterns and addressing pollution across the full lifecycle of plastic. 2. The Parties recognisethe importance of taking action to prevent, reduce, and mitigate the costs and impacts of plastic pollution and waste, including microplastics, in order to protect human health and the environment. 3. Accordingly, each Party shall endeavour to adopt or maintain measures to prevent and reduce plastic pollution and waste, including microplastics. Article 17.14: Responsible Business Conduct and Corporate Social Responsibility 1. Each Party recognises that enterprises organised or constituted under its laws, or operating in its territory, play a key role in supporting sustainable trade and can contribute to addressing global environmental challenges such as climate change, biodiversity loss, and pollution. 2. The Parties further recognisethe important role of responsible business conduct and corporate social responsibility in addressing environmental impacts including through sustainable supply chain management, due diligence practices, and the promotion of a circular economy. 3. Each Party shall encourage enterprises organised or constituted under its laws or operating in its territory to implement principles and standards of responsible business conduct and corporate social responsibility with respect to the environment, consistent with internationally recognised standards and guidelines that have been endorsed or are supported by that Party. Article 17.15: Voluntary Mechanisms to Enhance Environmental Performance 1. The Parties recognisethat voluntary mechanisms, such as sustainability schemes and auditing and reporting, can contribute to the achievement and maintenance of high levels of environmental protection and social and economic development, and can complement domestic regulatory measures. The Parties also recognise that voluntary mechanisms should not be designed in a manner that would constitute a means of arbitrary or unjustifiable discrimination, and should avoid the creation of unnecessary barriers to trade. 2. Each Party shall, in accordance with its laws, regulations, or policies, encourage private sector entities, non-governmental organisations, and other interested persons in its territory to: (a) develop and use voluntary mechanisms to protect the environment and contribute to sustainable development; and (b) develop and improve criteria used to evaluate environmental performance of voluntary mechanisms. 3. The Parties shall endeavour to cooperate and share information and best practices on the development and use of voluntary mechanisms that promote products based on their environmental qualities, and that: (a) take into account relevant scientific and technical information; (b) are not misleading; (c) are based on relevant international standards, recommendations, guidelines, or best practices, as appropriate; and (d) do not treat a product less favourably on the basis of origin. Article 17.16: Biodiversity and Trade 1. The Parties recognisethe importance of ensuring the conservation and the sustainable use of biological diversity, including the ecosystem services it provides. The Parties further recognise the potential of trade in supporting conservation and sustainable use of biodiversity in achieving sustainable development and the objectives of this Chapter, consistent with the Convention on Biological Diversity, done at Rio de Janeiro on 5 June 1992 (CBD), the Convention on International Trade in Endangered Species of Wild Fauna and Flora, done at Washington, D.C. on 3 March 1973 (CITES), and other relevant international instruments to which each Party is party. 2. The Parties recognisethe importance of respecting, preserving, and maintaining knowledge and practices of Indigenous Peoples3 and rural or remote communities embodying traditional lifestyles, that contribute to the conservation and sustainable use of biological diversity in accordance with their respective laws. 3. The Parties recognisethe importance of facilitating access to genetic resources based on the principles of fair and equitable sharing of benefits within each Party’s respective national jurisdiction, consistent with their respective international obligations. The Parties further recognisethat each Party may require, through national measures, prior informed consent to access genetic resources in accordance with national measures and, if access is granted, the establishment of mutually agreed terms, including with respect to the sharing of benefits from the use of genetic resources, between users and providers. 4. The Parties recognisethat the movement of terrestrial and aquatic invasive alien species across borders which may come through trade-related pathways can negatively impact the environment, economic activities and development, and human health. The Parties also recognise that critical strategies such as risk analysis, prevention, control, detection, early response and management, and, if possible, eradication of invasive alien species, can mitigate those impacts. 5. The Parties affirm the importance of ensuring the legality and sustainability of wildlife trade as regulated and facilitated under CITES and that trade should not threaten the survival of the species in the wild. The Parties recognise that illegal trade undermines efforts to conserve and sustainably manage those natural resources and has negative economic, social, and environmental impacts. 6. Accordingly, each Party shall: (a) promote and encourage the conservation and sustainable use of biological diversity, in accordance with its laws, regulations, or policies; (b) adopt, maintain, and implement laws, regulations, and any other measures to fulfil its obligations under the CITES and endeavour to implement CITES resolutions; and 3 Indigenous Peoples refers to: (a) for Canada,Aboriginal peoples(includingFirst Nations,Inuit,andMétis peoples) as definedin subsection 35(2) of the Constitution Act,1982 of Canada; (b) for Indonesia,Masyarakat HukumAdat in accordancewithIndonesia’s lawsandregulations. (c) adopt or maintain appropriate measures to protect and conserve wild fauna and flora that it has identified to be at risk within its territory, including measures to conserve the ecological integrity of specially protected natural areas, such as grasslands and wetlands. 7. TheParties shall work together tostrengthen their cooperation ontrade-related aspects of matters covered by this Article, bilaterally, regionally, and in international forums, as appropriate, including under theCBD and the CITES. Article 17.17: Sustainable Agriculture and Trade 1. TheParties recognise theimportance ofaproductive, sustainable,and inclusive agricultural sector in building resilient and economically sustainable communities; improving food security by enhancing production of, access to, and availability of food; protecting and conserving land,water resources, and biodiversity; and mitigating climate change. The Parties further recognise therole of trade in pursuing these objectives. 2. TheParties also recognise theincreasing impact thatglobalchallenges, such as loss of biodiversity, landdegradation, extreme weather events, emergence of new pests and diseases, and climate change, have on the agricultural sector. 3. TheParties further recognise thatsustainable agriculture objectives maybe achieved through different approaches, duetothe diversity and complexity of agricultural and food production conditions globally. 4. TheParties further recognise thattheirrespective agricultural sustainability policies and programmes should beconsistent with each Party’s international trade obligations, while supporting theadoption ofnew and innovative technologies across the value chain with the aim ofincreasing agricultural production and agri-food trade. 5. Accordingly, each Party shall ensure thatitsagricultural sustainability policies, programs and other measures are non-discriminatory and not applied in a manner that constitutes adisguised restriction on agriculture and agri-food trade. 6. Each Party shall, as appropriate: (a) ensure that agricultural sustainability policies, programmes,and other measures are outcome-based, and are based on relevant scientific and technical information; and (b) aim to enhance the transparency of its environmental policies, programs, and other measures pertaining to agricultural production. 7. The Parties shall cooperate, as appropriate, to promote sustainable agriculture and food security, including by exchanging information and best practices, facilitating trade and investment, and encouraging the adoption of new and innovative technologies. Article 17.18: Sustainable Management of Fisheries and Aquaculture and Trade4 1. The Parties recognise: (a) their role as consumers, producers, and traders ofmarine fisheries and aquaculture products, and that sustainably managed fisheries and aquaculture operations contribute to sustainable development; (b) the importance of marine fisheries and aquaculture to the livelihoods of coastal communities, and programs that support fishers and fish farmers, and those engaged in artisanal, small-scale, or Indigenous fisheries; (c) the importance of implementing measures to sustainably managefisheries and aquaculture operations, and to conserve and protect marine ecosystems; and (d) the importance of promoting and facilitating tradein sustainably and legally caught fish and seafood products, and of preventing illegal, unreported, and unregulated (IUU) fishing products from entering trade flows; and (e) the need for action within international forums to address overfishing, protect marine biological resources and their ecosystems, and to promote the sustainable utilisation and management of global fisheries resources. 2. Accordingly, each Party shall: (a) operate and promote a sustainable marine fisheries management framework that regulates marine wild capture fishing in a manner that promotes sustainable utilisation, and is consistent with relevant international instruments;5 (b) adopt or maintain conservation and management measures to promote the long-term conservation of fish stocks, sharks, marine turtles, seabirds, and marine mammals, including bycatch mitigation measures and shark finning prohibitions, as appropriate; (c) adopt or maintain measures, as appropriate, with the aim to effectively combat IUU fishing and prevent IUU products from entering trade flows; 4 For greater certainty,this Article only applies to marine fisheries and marineaquaculture. 5 Theseinstruments include, as they may apply,the United Nations Convention on the Law of the Sea, doneat Montego Bay on 10 December 1982,the United Nations Agreement for the Implementation of the Provisions of the United Nations Convention on the Law of the Sea of 10 December 1982 relating to the Conservation and Management of Straddling Fish Stocks and Highly Migratory Fish Stocks, done at New York on 4December 1995, the FAO Code of Conduct for Responsible Fisheries, done at Rome on 31 October 1995, and the 2001 International Plan of Action to Prevent, Deter, and Eliminate Illegal, Unreported, and Unregulated Fishing,doneat Rome on 2 March 2001. (d) implement port state measures, consistent with the Food and Agriculture Organisation (FAO) Agreement on Port State Measures to Prevent, Deter and Eliminate Illegal, Unreported and Unregulated Fishing, done at Rome on 22 November 2009, and other relevant instruments, including the United Nations Convention on the Law of the Sea, done at Montego Bay on 10 December 1982, and the United Nations Agreement for the Implementation of the Provisions of the United Nations Convention on the Law of the Sea of 10 December 1982 relating to the Conservation and Management of Straddling Fish Stocks and Highly Migratory Fish Stocks, done at New York on 4 December 1995; (e) implement, as appropriate, catch documentation schemes consistent with the FAO Voluntary Guidelines for Catch Documentation, done at Rome in July 2017; (f) participate constructively in the work of regional fisheries management organisations or arrangements of which it is a member, observer, or cooperating non-contracting party to combat and deter IUU fishing and to support sustainable fisheries, ecosystems, and effective governance, and strive to act consistently with relevant conservation and management measures; and (g) with regard for each Party’s unique national circumstances, promote efforts to strengthen international rules that address harmful fisheries subsidies, including through cooperation at the WTO to support fisheries subsidy transparency, notification, and compliance requirements. 3. Each Party shall endeavour to promote the development of sustainable and responsible aquaculture, taking into account its economic, social, and environmental aspects, including the implementation of the objectives and principles contained in the FAO Code of Conduct for Responsible Fisheries. 4. The Parties shall work together to strengthen their cooperation on trade-related matters covered by this Article, bilaterally, regionally, and in international forum, as appropriate, including at the WTO, the FAO, and in regional fisheries management organisations. Article 17.19: Sustainable Forest Management and Trade 1. The Parties recognisethe importance of conservation and sustainable management of forests in contributing to the Parties’ economic, environmental, and social objectives, and for the benefits of present and future generations. 2. The Parties further recognisethe critical role of forests in providing numerous ecosystem services, including carbon storage, maintaining water quantity and quality, stabilizing soils, and providing habitat for wild fauna and flora. 3. The Parties recognisethe importance of combatting illegal logging and associated trade. The Parties also acknowledge the efforts undertaken by each Party to enhance trade in forest products sourced from sustainably managed forests. 4. Accordingly, each Party shall endeavour to: (a) maintain or strengthen government capacity and institutional frameworks to promote the conservation and sustainable management of forests; (b) encourage bilateral trade in forest products from sustainably managed forests, harvested in accordance with the Parties’ respective laws; (c) exchange information and experiences on mechanisms and trade-related initiatives relating to trade in forest products from sustainably managed forests; and (d) promote transparency in forest products supply chains. 5. The Parties shall work together bilaterally, regionally,and in international forums, as appropriate, on issues concerning trade in forest products and the conservation and sustainable management of forests. Article 17.20: Cooperation 1. The Parties recognisethat cooperation is an effective means to meet the objectives, implement the obligations, and enhance the benefits, of this Section, and to strengthen each Party’s capacity to protect the environment and contribute to the achievement of sustainable development. 2. Taking account of their respective national priorities and circumstances, and available resources, the Parties shall cooperate to address matters of mutual interest in relation to the implementation of this Section. Each Party should foster inclusive engagement with interested stakeholders in the development and implementation of activities under this Article. 3. The Parties shall seek to complement the cooperation under this Section through cooperation at international and regional forums and through existing mechanisms between the Parties. 4. The Parties may cooperate through Chapter 19(Economic and Technical Cooperation), as well as through othermeans, such as collaborative programs and projects, dialogues, workshops, seminars, conferences, technical assistance, sharing of information and best practices, joint analysis and exchange of experts, and any other forms of cooperation. 5. Areas of cooperation may include: (a) addressing climate change, including energy security and transition to clean energy, pollution reduction, including plastic pollution, and preventing loss of biodiversity, including conservation, protection, and sustainable use; (b) sustainable agriculture and food security, including agricultural productivity, adaptation, and resilience to climate change; (c) sustainable management of vegetable oil production, including on standards, guidelines, and best practices; (d) promote sustainable forest management, including initiatives to combat illegal logging and associated trade; (e) sustainable marine fisheries and aquaculture, including efforts to combat IUU fishing and promote trade in IUU-free fish and seafood products; (f) development and use of voluntary mechanisms that promote products aimed at protecting the environment and that contribute to sustainable development; and (g) and any other areas of cooperation as decided by the Parties. Article 17.21: Contact Points and Environment Sub-Committee 1. Each Party shall, upon entry into force of this Agreement, designate and maintain an environment contact point to facilitate communication between Parties in the implementation of this Section, and shall notify the other Party of its environment contact point. 2. The Parties hereby establish an Environment Sub-Committee composed of senior governmental representatives of each Party. The purpose of the Environment Sub-Committee is to oversee the implementation of this Section, and its functions are to: (a) provide a forum to discuss and review the implementation; (b) identify priority areas for cooperative activities; (c) provide updates and reports of its activities to the Tradeand Sustainable Development Committee established under Article 17.47 (Committee on Trade and Sustainable Development and Contact Points); (d) consider and endeavour to resolve matters referred to it under Article 17.22 (Environment Consultations); (e) coordinate with other Committees established under this Agreement, as appropriate; and (f) perform any other functions as decided by the Parties. 3. TheEnvironment Sub-Committee shall meet for the first time no later than one year after the date of entry into force of this Agreement and subsequently as decided by the Parties. 4. TheEnvironment Sub-Committee shall make its summary records, decisions, reports, and recommendations available to the public, unless the Sub-Committee decides otherwise. Article 17.22: Environment Consultations 1. The Parties shall endeavour to agree on the interpretation and application of this Chapter, and shall make every effort, including through dialogue, consultation, exchange of information, and cooperation, to resolve any matter that might affect the operation of this Chapter. 2. If a matterremains unresolved, a Party (the requesting Party) may request consultations with the other Party (the responding Party) by delivering a written request for consultations to the responding Party’s environment contact point. The requesting Party shall include in its request information that is specific and sufficient to enable the responding Party to respond. 3. Unless the Parties decide otherwise, the Parties shall enter into consultations promptly and no later than 30 days after the date of receipt by the responding Party of the request. Consultations shall take place through the Environment Sub-Committee and the Parties shall make every effort to arrive at a mutually satisfactory resolution. 4. If the Parties fail to resolve the matter pursuant to paragraph 3, the requesting Party may refer the matter to the Joint Committee established under Article 23.1 (Administrative and Institutional Provisions – Establishment of the Joint Committee) by delivering a written request for consultations to the responding Party’s environment contact point. Consultations shall start no later than 60 days after the date of receipt by the responding Party of the request made under this paragraph. The Joint Committee shall, within 120 days after the date of the start of the consultations, issue a decision and recommendations on the course of action to resolve the matter, as appropriate. 5. Consultations held under this Article shall be confidential and without prejudice to the rights of a Party in any future proceedings.6 Article 17.23: Dispute Resolution 1. For the purposes of this Section, Chapter 24(Dispute Settlement) only applies to matters arising under Article 17.8 (Enforcement of Environmental Laws). 2. In a matter arising under Article 17.8 (Enforcement of Environmental Laws), if the Parties fail to resolve the matter following a decision of the Joint Committee pursuant to Article 17.22.4 (Environment Consultations), the requesting Party may request the establishment of a panel under Article 24.7 (Dispute Settlement – Request for the Establishment of a Panel). 3. Before a Party initiates dispute settlement under Chapter 24 (Dispute Settlement) for a matter arising under Article 17.8 (Enforcement of Environmental Laws), that Party shall consider whether it maintains environmental laws that are substantially equivalent in scope to the environmental laws that would be the subject of the dispute. 4. If a Party requests consultations with the other Party under Article 17.22 (Environment Consultations) for a matter arising under Article 17.8 (Enforcement of Environmental Laws), and the responding Party considers that the requesting Party does not maintain environmental laws that are substantially equivalent in scope to the environmental laws that would be the subject of the dispute, the Parties shall discuss the issue during the consultations. 6 For greater certainty,recourse toconsultations shallnot be construed as arecognition by either Party ofaviolationof an obligation under Article17.8 (Enforcement ofEnvironmental Laws). Section C: Trade and Labour Sub-Section C-1: Shared Commitments Article 17.24: General Commitments 1. The Parties affirm their obligations as members of the ILO, including those stated in the ILO Declaration on Rights at Work, such as to respect, promote, and realise in good faith the fundamental rights that are the subject of fundamental ILO Conventions; and those that are enshrined in the ILO Declaration on Social Justice7, to further the aims of the Decent Work Agenda with due regard to the national condition and circumstances of each Party. 2. The Parties recognisethe important role of workers’ and employers’ organisations with respect to labour rights. Sub-Section C-2: Obligations8 Article 17.25: General Obligations 1. Each Party shall adopt and maintain in its laws and regulations the following rights as stated in the ILO Declaration on Rights at Work: (a) freedom of association and the effective recognition of the right to collective bargaining; (b) the elimination of all forms of forced or compulsory labour; (c) the effective abolition of child labour; (d) the elimination of discrimination in respect of employment and occupation; and (e) a safeand healthy working environment. 2. Each Party shall adopt and maintain laws and regulations governing acceptable conditions of work with respect to minimum wages and hours of work.9 3. Each Party shall effectively implement in its labour laws the fundamental ILO Conventions that it has ratified, and shall endeavour to ratify the other fundamental ILO Conventions if they have not yet done so. 7 The Parties recall that theILO Declaration on Social Justice recognises that theviolationof fundamental principles and rights at work cannot beinvoked orotherwise used as alegitimate comparative advantage andthat labour standards should notbeused forprotectionist trade purposes. 8 To establish a violationof anobligation under this Sub-Section, aParty must demonstrate that theother Party has failed to meet its obligationin amanner affecting tradeor investment. 9 For greater certainty,this obligation relates to the establishment by a Party in its laws and regulations of acceptable conditions ofwork as determinedby that Party. Article 17.26: Right to Regulate and Levels of Protection 1. The Parties recognisethat each Party has the right to set its labour priorities, establish its levels of labour protection, and to adopt or modify its laws and policies accordingly in a manner consistent with its international labour commitments, including those in this Section. 2. Each Party shall endeavour to ensure that its labour laws provide for high labour standards and shall endeavour to continue to improve those standards. Article 17.27: Non-Derogation The Parties recognise that it is inappropriate to encourage trade or investment by weakening or reducing the protections afforded in each Party’s labour laws. Accordingly, a Party shall not waive or otherwise derogate from, or offer to waive or otherwise derogate from, its labour laws, if the waiver or derogation would be inconsistent with a right set out in Article 17.25.1 or Article 17.25.2 (General Obligations) in a manner affecting trade or investment between the Parties. Article 17.28: Enforcement of Labour Laws 1. A Party shall not fail to effectively enforce its labour laws through a sustained or recurring course of action or inaction10 in a manner affecting trade or investment. 2. If a Party fails to comply with an obligation under this Section, a decision made by that Party on the provision of enforcement resources shall not excuse that failure. Each Party retains the right to exercise reasonable enforcement discretion and to make bona fide decisions with regard to the allocation of enforcement resources between labour enforcement activities among the fundamental labour rights and acceptable conditions of work enumerated in Article 17.25.1 and Article 17.25.2 (General Obligations), provided that the exercise of that discretion, and those decisions, are not inconsistent with its obligations under this Section. 3. Nothing in this Section shall be construed to empower a Party’s authorities to undertake labour laws enforcement activities in the territory of the other Party. Article 17.29: Forced or Compulsory Labour The Parties recognisetheir goal of eliminating all forms of forced or compulsory labour, including forced or compulsory child labour, and may undertake cooperative activities pursuant to Article 17.36 (Cooperation) to support that goal. 10 For greater certainty,a “sustained orrecurring course of action or inaction” is “sustained” ifthe course of actionor inaction is consistent or ongoing,and is “recurring” if the course ofactionor inaction occurs periodically orrepeatedly and when theoccurrences are related or thesameinnature. A course of action or inactiondoes not include an isolated instance or case. Article 17.30: Violence Against Workers 1. The Parties recognisethat workers and workers’ organisations must be able to exercise the rights set out in Article 17.25 (General Obligations) in a climate that is free from violence, threats, and intimidation, and that governments shall address incidents of this behaviour against workers. 2. The Parties may undertake cooperative activities through Article 17.36 (Cooperation) to support the objective of paragraph 1. Article 17.31: Public Awareness and Procedural Guarantees 1. Each Party shall promote public awareness of its labour laws, including by ensuring that information related to its labour laws and enforcement and compliance procedures is publicly available. 2. Each Party shall ensure that a person with a recognised interest under its law in a particular matter has appropriate access to administrative, quasi-judicial, or judicial proceedings for the enforcement of the Party’s labour laws, including access to remedies for a violation of those laws. 3. Each Party shall provide in its laws and regulations that proceedings before administrative, quasi-judicial, or judicial bodies for the enforcement of its labour laws: (a) are fair, equitable, and transparent; (b) comply with due process of law; (c) do not entail unreasonable fees or time limits, and are not subject to unwarranted delay; and (d) are open to the public, unless the law or the administration of justice requires otherwise. 4. Each Party affirms the principles of impartiality and independence in the administration of justice in the enforcement of its labour law. 5. Each Party shall provide that: (a) the parties to these proceedings are entitled to support or defend their respective positions, including by presenting information or evidence; and (b) final decisions on the merits of the case: (i) are based on information or evidence in respect of which the parties were offered the opportunity to be heard; (ii) state the reasons on which they are based; and (iii) are available in writing without undue delay to the parties to the proceedings and to the public unless the law or the administration of justice requires otherwise. 6. Each Party shall provide that parties to these proceedings have the right, under its law, to seek review of the decisions and, if warranted, the correction of decisions issued in these proceedings, in accordance with due process. Sub-Section C-3: Institutional Mechanisms Article 17.32: Labour Council 1. The Parties hereby establish a Labour Council (“Council”) composed of senior governmental representatives at the ministerial or other level from the ministries responsible for labour issues, as designated by each Party. 2. The Council shall meet as often as it considers necessary to discuss matters of common interest, and to oversee the implementation of, and review progress under, this Section. If practicable, each meeting of the Council shall include a public session or other means for Council members to meet with the relevant stakeholders to discuss matters relating to the implementation of this Section. 3. In conducting its activities, including meetings, the Council shall endeavour to provide a means for receiving and considering the views of an interested person on matters related to this Section. 4. The Council may consider any matter within the scope of this Section and take any action in the exercise of its functions. 5. The Council shall review the operation and effectiveness of this Section within five years of the date of entry into force of this Agreement and thereafter as may be decided by the Council. Article 17.33: Contact Points 1. Each Party shall designate a labour contact point for this Section within its ministry responsible for labour issues, or an equivalent entity, to address matters related to this Section. 2. Each Party shall notify the other Party promptly in the event of any change to its labourcontact point. 3. Thelabourcontact point of each Party shall serveas a point of contact with the other Party to: (a) facilitate regular communication and coordination between the Parties, including responding to requests for information and providing sufficient information to enable a full examination of matters related to this Section; (b) assist the Council; (c) report to the Council, as appropriate; (d) receive and independently review public submissions in accordance with Article 17.35 (Public Submissions); (e) act as achannel for communication with the public in their respective territories; and (f) work together, including with other appropriate agencies of their governments, to develop and implement cooperative activities, guided by the priorities of the Council, areas of cooperation identified in Article 17.36 (Cooperation), and the needs of the Parties. 4. Thelabourcontact point of a Party may develop and implement specific cooperative activities with the labourcontact point of the other Party. 5. Thelabourcontact points of the Parties may communicate and coordinate activities in person or through electronic or other means of communication. Article 17.34: Public Engagement Each Party shall establish or maintain a national labour consultative or advisory body or similar mechanism, for members of its public, including representatives of its workers’ and employers’ organisations, to consult with and provide views to the Party on matters regarding this Section. Article 17.35: Public Submissions 1. Each Party, through its labour contact pointdesignated under Article 17.33 (Contact Points), shall provide for the receipt and consideration of written submissions from a person of that Party on matters related to this Section in accordance with its domestic procedures. Each Party shall make publicly available its procedures, including timelines, for the receipt and consideration of written submissions. 2. Each Party shall: (a) consider matters raised by the submission and provide a timely response to the submitter, including in writing, as appropriate; and (b) make the submission and the results of its consideration available to the other Party and the public, if appropriate, in a timely manner. 3. A Party may request from the person or organisation that made the submission additional information that is necessary toconsider the substance of the submission. Article 17.36: Cooperation 1. The Parties recognisethe importance of cooperating on any matter related to this Section. 2. The Parties may cooperate through activities such as the exchange of information, seminars, workshops, conferences, or any other activity as the Parties may decide. 3. Areas of cooperation may include the ILO fundamental principles and rights and their effective implementation, labour administration, labour inspectorates, and inspection systems, or any other areas as the Parties may decide. 4. In undertaking cooperative activities, the Parties shall consider each Party’s priorities, and the availability of resources. 5. Notwithstanding Article 19.5 (Economic and Technical Cooperation –Relation to Other Chapters), cooperation activities under this Article shall only be subject to Chapter 19 (Economic and Technical Cooperation) if the contact points of each Party so decide. As appropriate, the contact points may coordinate with the Committee on Economic and Technical Cooperation, including on matters related to implementing cooperative activities under this Article that are subject to Chapter 19 (Economic and Technical Cooperation). 6. The Parties may establish cooperativearrangements with the ILOand other competent international and regional organisations. Article 17.37: Labour Consultations 1. The Parties shall endeavour to come to an understanding on the interpretation and application of this Section. 2. A Party may request consultations (requesting Party) with the other Party regarding any matter under this Section by delivering a written request to the labour contact point of the other Party. The Parties shall make every attempt, including through cooperation, consultations, and the exchange of information, to address a matter that might affect the operation of this Section. 3. Labour consultations shall be confidential and without prejudice to the rights of a Party in any other proceedings. The Parties may decide to make the fact, timelines, and general subject-matter of the consultations publicly available. Article 17.38: Joint Committee Consultations 1. If the Parties fail to resolve the matter within 90 days from the date of the receipt of the request for consultation pursuant to Article 17.37.2 (Labour Consultations), a Party may request that the Joint Committee established under Article 23.1 (Administrative and Institutional Provisions -Establishment of the Joint Committee) convene to consider the matter at issue by delivering a written request to the Agreement Coordinator of the other Party designated under Article 23.5 (Administrative and Institutional Provisions -Agreement Coordinators), with a copy to the labour contact point of each Party. The Joint Committee shall convene no later than 60 days after the receipt of the request, unless the Parties decide otherwise, to seek to resolve the matter. In seeking to resolve the matter, the Joint Committee may, if appropriate, consult independent experts and have recourse to procedures such as good offices, conciliation, or mediation. The Joint Committee consultations shall include senior governmental representatives at the ministerial or other level from the ministries responsible for trade and labour issues, as designated by each Party. 2. If the Joint Committee is able to resolve the matter, it shall document any outcome including, if appropriate, specific steps and timelines that are decided by the Joint Committee. If the Parties agree, the Parties shall make the outcome available to the public. 3. If the Joint Committee fails to resolve the matterwithin 75 days of its first meeting to seek to resolve the matter, the requesting Party may request the establishment of a panel under Article 24.7 (Dispute Settlement – Request for the Establishment of a Panel), as provided in Chapter 24 (Dispute Settlement). 4. A Party shall not have recourse to dispute settlement under Chapter 24(Dispute Settlement) for a matter arising under this Section without first seeking to resolve the matter in accordance with Article 17.37 (Labour Consultations) and this Article. 5. Joint Committee consultations on a matter under this Section shall be confidential and without prejudice to the rights of a Party in any other proceeding.11 The Parties may decide to make the fact, timelines, and general subject matter of the consultations publicly available. Section D: Trade and Women’s Economic Empowerment Article 17.39: General Understandings 1. The Parties affirm the importance of incorporating a women’s economic empowerment perspective into the development of their respective policies and practices that promote equality between women and men, particularly in relation to participation in national and international economies and to contribute to sustainable economic development. Accordingly, the Parties commit to enhance their collaboration in building and strengthening the capacity of the Parties in this area. 2. TheParties recognisethe importance of strengthening theirtrade relations and cooperation in ways that effectively provide equal rights, opportunities, and treatment for women to benefit from this Agreement. 3. The Parties recognisethe right of each Party to set itsequality priorities and to adopt or modify, and to enforce its laws, regulations, policies and practices in order to advance the empowerment of women in a manner consistent with this Agreement and with the international agreements to which each Party is a party, while taking into consideration their respective economic development capacities. 4. The Parties affirm that it is inappropriate to weaken or reduce women’s rights in their respective laws and regulations in order to encourage trade or investment. 5. The Parties recognisethat women areentitled to economic rights, and affirm that it is important to take appropriate measures to eliminate discrimination against women in areas of economic life. 11 For greater certainty,recourse toconsultations under Article 17.37 (LabourConsultations) and Article 17.38 (Joint Committee Consultations) shallnot be construed as a recognitionby either Party of the establishment of aviolationof an obligation under Sub-SectionC-2 – Obligations. Article 17.40: International Instruments Each Party affirms its obligations under any international agreements to which it is a party, including the Convention on the Elimination of All Forms of Discrimination Against Women, doneat New York on 18 December 1979, or commitments under relevant international instruments that promote and enhance women’s economic empowerment. Relevant instruments include: (a) United Nations General Assembly Resolution A/RES/70/1“Transforming Our World: the 2030 Agenda for Sustainable Development” adopted on 25 September 2015, and specifically Goal 5; (b) The Beijing Declaration and Platform for Action, adopted at Beijing by the Fourth World Conference on Women on 15 September 1995; (c) Joint Ministerial Declaration on Trade and Women’s Economic Empowerment endorsed on the margins of the Eleventh WTO Ministerial Conference (MC11) held in Buenos Aires, December 2017. Article 17.41: Public Awareness Each Party shall domestically promote public knowledge of its laws, regulations, and policies that protect the rights of women and promote equality between men and women, including by making them publicly available online. Article 17.42: Transparency and Information Sharing 1. Each Party shall establish or maintain a publicly accessible website containing information regarding this Agreement, including a summary of this Agreement and a list of key provisions relevant to women’s economic empowerment. 2. Each Party may include onits website links to: (a) the equivalent website of the other Party; (b) the action plan established under Article 17.44.2(a) (Sub-Committee on Trade and Women’s Economic Empowerment); (c) reports of activities implemented under the action plan established under Article 17.44.2(a) (Sub-Committee on Trade and Women’s Economic Empowerment) by the Sub-Committee; and (d) the websites of its own government agencies and other appropriate entities that provide information the Party considers useful to women interested in trading, investing, or doing business in that Party’s territory. Article 17.43: Cooperation Activities 1. The Parties acknowledge the benefit of sharing their respective experiences and practices in designing, implementing, monitoring, evaluating, and strengthening policies and programs to encourage women’s participation in national and international economies. 2. The Parties shall carry out cooperation activities designed to improve the capacity and conditions for women workers, women-owned enterprises, and women entrepreneurs to access and fully benefit from the opportunities created by this Agreement as mutually agreed by both Parties. 3. Cooperation activities shall be carried out on issues and topics decided by the Parties reflecting the priority interest of each Party. 4. The Parties recognisethe importance of the principles of equality, empowerment, inclusivity, accountability, and transparency in carrying out cooperation activities under this Chapter. 5. Areas of cooperation may include: (a) developing programs to promote women’s full participation and advancement in the economy and society by encouraging capacity.building and skills enhancement of women at work, in business, and at senior levels in all sectors of society, including on corporate boards; (b) improving women’s access to, and participation and leadership in, science, technology, and innovation, including education in science, technology, engineering, mathematics, and business; (c) promoting financial inclusion, education,and training for women as well as promoting access to financial assistance and financing, including export financing and venture capital, for women to start-up and scale-up their businesses and go global; (d) promoting business development services for women and programs to improve women's digital skills and access to online business tools; (e) advancing women’s leadership and developing women’s networks; (f) developing better practices to promote equality between women and men within public and private institutions and enterprises; (g) fostering women’s representation in decision-making positions in the public, private, and not-for-profit sectors; (h) promoting women’s entrepreneurship; (i) enhancing women’s participation in government procurement markets; (j) developing trade missions for businesswomen and women entrepreneurs; (k) promoting labour practices that facilitate the integration, retention,and progression of women in the job market, and which seek to build the capacity and skills of women workers, and improve access to productive employment and decent work and ensure non-discrimination in the workplace; (l) promoting women’s participation in standards development and sharing best practices on how to take into account biological and cultural differences in standards development and implementation in order to make progress on standards that will facilitate and ensure women’s equal participation in the economy and trade; (m) conducting an impact assessment, including of policies and programs to support women’s entrepreneurship, and sharing best practices; (n) sharing methods and procedures for the collection of sex-disaggregated data, the use of indicators, and the analysis of statistics related to trade and women’s participation in the workforce; (o) sharing information and best practices on policies and programs that aim to close the digital divide between women and men, and advance the use of e-commerce as a tool to support women’s economic empowerment; (p) sharing information and best practices on policies and programs that aim to close the wage gap between women and men, such as pay equity and pay transparency legislation; (q) sharing information on establishing and promoting women-led cooperatives and facilitating their access to international networks, markets, and supply chains; and (r) any other issues as decided by the Parties. 6. The Parties, subject to priorities to be decided based on their interests and available resources, may carry out activities in the cooperation areas set out in paragraph 5 through: (a) workshops, seminars, dialogues,and other forums for exchanging knowledge, experiences, and best practices; (b) internships, visits, and research studies to document and study policies and practices; (c) collaborative research and development of best practices in subject matters of mutual interest; (d) specific exchanges of specialised technical knowledge and technical assistance, and sex-disaggregated data, as appropriate; and (e) other means as decided by the Parties. 7. The Parties acknowledge the importance of initiatives, efforts, and work on trade and women’s economic empowerment in relevant international forums, and the importance of taking into consideration their findings, recommendations, and activities to ensure effective coordination and implementation of cooperation activities. Accordingly, the Parties shall work together in relevant international forums including where possible at the WTO, to advance trade and women’s economic empowerment issues, knowledge, and awareness, without prejudice to each Party’s priorities, policies and positions in those forums. Article 17.44: Sub-Committee on Trade and Women’s Economic Empowerment 1. The Parties hereby establish a Tradeand Women’s Economic Empowerment Sub-Committee (“WEE Sub-Committee”) composed of representatives from each Party. 2. TheWEE Sub-Committee shall: (a) establish an action plan of priority cooperation activities to be implemented and take steps to carry them out; (b) make recommendations, as appropriate, to the Trade and Sustainable Development Committee as established under Article 17.47 (Committee on Trade and Sustainable Development and Contact Points), on the implementation, operation, interpretation, and any other matter related to this Section and across thisAgreement with respect to the economic empowerment of women; (c) exchange information on the Parties’ experiences and lessons learned through the cooperation activities carried out under Article 17.43 (Cooperation Activities); (d) discuss joint proposals to support policies and other initiatives on trade and women’s economic empowerment; (e) invite international institutions, private sector entities, non-governmental organisations, or other relevant institutions, as appropriate, to assist with the development and implementation of cooperation activities; (f) encourage multilateral and regional organisations to finance projects that enable women’s economic empowerment and women’s ability to trade; and (g) carry out other duties as decided by the Parties. 3. TheWEE Sub-Committee shall meet as decided by the Parties in person orby any other technological means available, to consider any matter arising under this Section. 4. In the performance of its duties, the WEE Sub-Committee may work with any other body established under this Agreement. In the context of this work, the WEE Sub-Committee shall encourage efforts by these bodies to integrate women’s economic empowerment considerations, activities, and commitments into their work. 5. TheWEE Sub-Committee shall periodically review the cooperation activities carried out under Article 17.43 (Cooperation Activities) that promote women’s economic empowerment, as well as each Party’s implementation of this Section. The WEE Sub-Committee shall report and make recommendations to the Trade and Sustainable Development Committee established under Article 17.47 (Committee on Trade and Sustainable Development and Contact Points) on this review and other matters as necessary. Article 17.45: Contact Points The Parties shall designate a WEE contact point from its relevant authorities within 90 days of entry into force of this Agreement, in order to facilitate communication between the Parties on any matter relating to this Section. Each Party shall notify the other Party of the contact details of its WEE contact point and shall promptly notify any change to its WEE contact point or contact details. Article 17.46: Non-Application of Dispute Settlement 1. Chapter 24(Dispute Settlement) does not apply to any matter arising underthis Section. 2. The Parties shall makeall possible efforts, through dialogue, consultations,and cooperation, to resolve any matter arising under this Section. Section E: Institutional Provisions Article 17.47: Committee on Trade and Sustainable Development and Contact Points 1. Recognising the need to coordinate the work of the Environment Sub-Committee established under Article 17.21 (Contact Points and Environment Sub-Committee), the Labour Council established under Article 17.32 (Labour Council), and the WEE Sub-Committee established under Article 17.44 (Sub-Committee on Trade and Women’s Economic Empowerment), (“Sub-Committees”), the Parties hereby establish a Committee on Trade and Sustainable Development (“TSD Committee”). 2. TheTSD Committee shall be composed of senior governmental representatives as designated by each Party, and co-chaired by the Parties. 3. TheTSD Committee shall meet as often as it considers necessary including, if appropriate, in advance of or in conjunction with meetings of the Joint Committee established under Article 23.1 (Administrative and Institutional Provisions – Establishment of the Joint Committee) to discuss matters of common interest under this Chapter, including horizontal issues concerning the environment, labour, and women’s economic empowerment. Meetings shall be hosted alternately by Canada and Indonesia. Officials for each Party that are responsible for matters concerning the environment, labour, and women’s economic empowerment shall participate in meetings of the TSD Committee. 4. Thefunctions ofthe TSD Committee shall be to: (a) act as aliaison,facilitateregular communication, andcoordinate informationsharingbetweentheSub-Committees; (b) reporttotheJoint Committee, as appropriate; (c) schedule and organiseTSDCommittee meetings, andif appropriate, dedicatedsessionson matters coveredunderthe Sub-Committees; (d) receiveupdatesandreportsoftheactivitiesundertakenby the Sub-Committees; (e) coordinaterecommendationstotheJointCommitteebased ontheadvice providedbytheSub-Committees; (f) discuss andprovide advice,if appropriate,tothePartiesonwaysto promote tradeandinvestment that contributeto enhancingdecentwork, highlevels ofenvironmentalprotection,andinclusive economicgrowth; (g) ifappropriate, assesstheimpact ontradeandinvestmentbetweenthe Parties of certainmeasurestakenby aPartytoimplementthisChapter; and (h) perform any otherfunctionsastheParties may decide. 5. The TSD Committee shall make its joint summary records, decisions, reports, and recommendations available to the public, unless the TSD Committee decides otherwise. 6. In addition to the contact points established by each Party under Article 17.21 (Contact Points and Environment Sub-Committee), Article 17.33 (Contact Points), and Article 17.45 (Contact Points), each Party shall, within one month after the date of entry into force of this Agreement, designate aTSD contact point to facilitate communication and coordination between the Parties on any matter relating to this Chapter. Each Party shall notify the other Party of the contact details of its TSD contact point. A Party shall also promptly notify the other Party of any change of contact details for its TSD contact point. Article 17.48: Non-Application of Dispute Settlement Chapter 24 (Dispute Settlement) does not apply to any matter arising under this Section.

Chapter 18. TRADE AND SMALL AND MEDIUM-SIZED ENTERPRISES

Article 18.1: General Provisions 1. The Parties acknowledge the importance of promoting an environment that facilitates and support the development, growth, and competitiveness of Small and Medium Enterprises (“SMEs”) including social entrepreneurs and SMEs organized as cooperatives. The Parties also recognisetheparticipation of SMEs in domestic markets as well as in international trade and investment and their contribution in achieving inclusive economic growth, sustainable development, and enhanced productivity. 2. TheParties shall develop and promote cooperation on SMEs,with the purpose of contributing to the expansion, diversification, and deepening of economic and commercial ties between the Parties, in recognition of the fundamental role of SMEs in creating and maintaining dynamism, and enhancing competitiveness of the economies of the Parties. 3. The Parties also recognise the importance of providing SMEs with information on tariff and non-tariff measures to facilitate international trade and investment. 4. The Parties acknowledge that improving the ability of SMEs to participatein trade and investment will enhance their competitiveness. 5. The Parties recognise the importance of innovation for SMEs’ competitiveness and the importance of enhanced access to information, financing, digitalization, transfer of technology on agreed terms, and networking in facilitating the innovation process. 6. The Parties also acknowledge that SMEs owned or operated by women, Indigenous Peoples1, persons with disabilities, youth, and other under-represented groups2 may require additional or targeted support to enhance their growth, competitiveness and access to international trade and investment. 7. Each Party may encourage SMEs operating within its territory or subject to its jurisdiction to observe internationally recognised voluntary standards, guidelines, and principles of responsible business conduct and corporate social responsibility practices, as appropriate. 8. The Parties recognise the importance of considering current research and initiatives on SMEs developed under the WTO, the International Trade Centre , the United Nations Conference on Trade and Development, the International Labour Organization, the Group of Twenty (G20), the Asia Pacific Economic Cooperation (APEC), the Organization for Economic Cooperation and Development (OECD), and other relevant forums, and the importance of taking into account their findings and recommendations to improve the ability of SMEs to participate in and benefit from trade, as appropriate. 1 For the purposes of this Chapter, “Indigenous Peoples”refers to: (a) for Canada,Aboriginal peoples(includingFirst Nations,Inuit,andMétis peoples) as definedin subsection 35(2) of the Constitution Act,1982 of Canada; (b) for Indonesia,Masyarakat HukumAdat in accordancewithIndonesia’s lawsandregulations. 2 For the purposes of this Chapter, the scope of "other under-representedgroup" is as defined by eachParty. 9. The Parties acknowledge the provisions of various Chapters in this Agreement that contribute to encouraging and facilitating, and further enhancing the participation of SMEs in trade and investment opportunities derived from this Agreement. Article 18.2: Information Sharing 1. Each Party shall establish or maintain a publicly accessible webpage containing information regarding this Agreement, including: (a) the text of this Agreement; (b) a summary of this Agreement; and (c) information designed for SMEs that contains: (i) a description of the provisions in this Agreement that the Party considers to be relevant to SMEs; and (ii) any additional information that the Party considers useful for SMEs interested in benefitting from the opportunities provided by this Agreement. 2. Each Party may include on its webpage links to: (a) the equivalent webpage of the other Party; and (b) the webpage of its government agencies and other appropriate entities that provide information the Party considers useful to any person interested in trading, investing, or doing business in that Party’s territory. 3. The information described in paragraph 2(b) may include the following and be customized according to each Party’s capacities, and the interests of their SMEs: (a) tariff and non-tariff measures; (b) custom regulations and procedures; (c) regulations and procedures concerning intellectual property rights; (d) information and programs to help SMEs become more cyber-secure, aware, and ready, including cybersecurity and privacy regulations, standards, cybersecurity controls, and conformity assessment measures relating to the cybersecurity posture of the SME; (e) technical regulations, standards, conformity assessment procedures, sanitary and phytosanitary measures relating to importation and exportation, and related enquiry points; (f) foreign investment regulations; (g) registration and governance procedures of business, including SMEs organized as cooperatives; (h) trade promotion programs; (i) start-up promotion programs; (j) competitiveness programs; (k) SME financing programs, including export financing, insurance services, and venture capital; (l) employment regulations, including pay equity and pay transparency regulations; (m) taxation information, if possible; (n) information related to the temporary entry of business persons; (o) government procurement opportunities; and (p) statistics of economic relevance and other macro data of interest about SMEs. 4. Each Party shall ensure that their respective webpagesreferred to in this Article are accessible to the public within a reasonable amount of time after this Agreement enters into force. 5. Each Party shall regularly review the information and links on the webpage referred to in this Article to ensure the information and links are up-to-date and accurate. 6. Each Party shall ensure that the information set out in this article is presented in a manner that is accessible forSMEs. 7. Each Party shall ensure that the information on the webpage isavailable in its own official language(s), as appropriate. Article 18.3: Cooperation activities on SMEs 1. The Parties recognise the importance of cooperation activities between the Parties to support the objectives of this Chapter. 2. The Parties also recognisethe importance of involving the private sector in the development and implementation of cooperation activities, as appropriate. 3. The Parties shall collaborate to provideinformation on tariff and non-tariff measures in international trade for SMEs, support productive sectors in which SMEs operate, and promote the growth and creation of higher paying, more productive jobs by SMEs. 4. The Parties shall consider the participation of women, Indigenous Peoples youth, persons with disabilities and other under-represented groups in the identification and implementation of cooperation activities. 5. Cooperation activities may include: (a) facilitating the exchangeof best practices concerning public policies and programs, as well as relevant information to support and assist SMEs in adapting to changing market conditions, such as market research and the collection and analysis of sex disaggregated data; (b) promoting SMEs’participation in international trade, as well as business growth, and enhancing theirintegration into global value chains; (c) promoting a favorable environment for the development of SMEs by encouraging relevant private and governmental agencies to support the capacity-building of SMEs; (d) exchanging experiences on developing entrepreneurial capacity and culture, and on fostering entrepreneurs; (e) strengthening the Parties’ collaboration on activities to promote the participation of SMEs including those owned or operated by the groups identified in paragraph 4, and promoting partnerships and networks for these SMEs and their participation in international trade and investment; (f) exchanging information and best practices on improving SMEs’ access to capital and credit, including government financing instruments; (g) exchanging information on funding programs, innovative funding mechanisms, training and capacity building activities, or any other mechanism for SMEs that may increase trade and investment opportunities; (h) exploring opportunities to facilitate each Party’s work in developing and enhancing SME export counselling, assistance and training programs; (i) encouraging investment in the SMEs of eachPartyto promote their development and access to international trade and investment; (j) encouraging SMEs’ participation in platforms, such as web-based platforms, for business entrepreneurs and counsellors to share information and best practices to help SMEs link with international suppliers, buyers, and other potential business partners; (k) supporting SMEs’ digital-related skill development to enhance their participation in electronic commerce and digital trade in order to take advantage of the opportunities resulting from this Agreement and rapidly access new markets; (l) promoting the organization of trade promotion networks and business forums, and the joint implementation of seminars, conferences, symposiums, business roundtables, or other related activities to explore business, industrial, and technical opportunities, and to inform SMEs of the benefits available to them under this Agreement; (m) exchanging information on the development and implementation of incubators, accelerators, and SME support centers; (n) facilitating the exchange of information on entrepreneurship education programs for the groups identified in paragraph 4 to promote the entrepreneurial environment in the territories of each Party; (o) improving SMEs’ access to participation in leadership, entrepreneurship, science, technology, and innovation-related business and trade, including education in science, technology, engineering, mathematics, and business, particularly SMEs owned or operated by women; (p) sharing best practices and information on establishing and promoting SMEs, including those organized as cooperatives, and increasing their access to international networks, markets and supply chains; (q) exchanging information and best practices on SME-related cybersecurity programs, cybersecurity and privacy regulations, standards, controls, and conformity assessment measures to improve SMEs’ cybersecurity posture; and (r) facilitating the development of tools to increase the ability of SMEs to fully participate in and benefit from the opportunities created by this Agreement, and assist them in integrating into the global supply chain. 6. The Parties may collaborate within existing international forums to promote and advance the interests of SMEs and their participation in international trade and investment, including at the WTO, OECD, G20, and APEC. Article 18.4: Committee on SMEs 1. The Parties hereby establish a Committee on SMEs(“Committee”), composed of representatives from each Party. 2. The Committee shall: (a) identify ways to assist SMEs of each Party, such as cooperatives, to take advantage of the commercial opportunities resulting from this Agreement, including thoseowned or operated by women, Indigenous Peoples, youth, persons with disabilities, and under-represented groups, and to strengthen SMEs’competitiveness; (b) exchange and discuss experiences and best practices in supporting and assisting SME exporters with respect to, among other things, training programs, trade education, trade finance, trade missions, trade facilitation, electronic commerce and digital trade, cooperative business practices, identifying commercial partners in the other Party, and establishing good business credentials; (c) recommend additional information that a Party may include on the webpage referred to in Article 18.2 (Information Sharing); (d) review and coordinate the Committee’s work program with the work of other committees, subcommittees, working groups, contact points, and any othersubsidiary body established under this Agreement, to avoid duplication of work programs and to identify appropriate opportunities for cooperation to improve the ability of SMEs to engage in trade and investment opportunities resulting from this Agreement; (e) collaborate with and encourage committees, subcommittees, working groups, contact points and any other subsidiary bodies established under this Agreement to consider integrating SME-related commitments and activities intotheir work; (f) review the implementation and operation of this Chapter and SME-related provisions within the Agreement and report findings and make recommendations to the Joint Committee that can be included in future work and SME assistance programs as appropriate; (g) report onits activities or make appropriate recommendations to the Joint Committee, as appropriate, when the Joint Committee meets under Article 23.3 (Administrative and Institutional Provisions – Meetings of the Joint Committee); (h) discuss current issues relating to SMEs; (i) consider any other matter pertaining to SMEs as the Committee may decide, including issues raised by SMEs regarding their ability to benefit from this Agreement; and (j) carry out its activities,with the inclusive participation of women. 3. The Committee shall convene in person or by any technological means available within one year after the Agreement enters into force, and thereafter meet annually, unless the Parties decide otherwise. 4. The Committee may seek to collaborate with appropriate experts, international donor organizations, and SMEs, including workers, business advocacy representatives, and associations, in developing and carrying out its programs and activities. Article 18.5: Non-Application of Dispute Settlement 1. Chapter 24 (Dispute Settlement) does not apply to any matter arising underthis Chapter. 2. The Parties shall makeall possible efforts, through dialogue, consultations, and cooperation, to resolve any matter arising under this Chapter.

Chapter 19. ECONOMIC AND TECHNICAL COOPERATION

Article 19.1: Objectives 1. To support the objectives of this Agreement to increase trade and investment between Canada and Indonesia, the Parties agree to promote economic and technical cooperation to: (a) strengthen the capacity of the Parties and,as appropriate,the private sector to support the implementation and maximize the opportunities and benefits of this Agreement; (b) facilitate the implementation of economic and technical cooperation activities related to trade and investment commitments under this Agreement and any further mutually agreed cooperation activities that contribute to the objectives of this Agreement; and (c) promote inclusive and sustainable economic growth. 2. The Parties shall seek, ifpossible, to minimize duplication with existing economic and technical cooperation between the Parties. Article 19.2: Scope of Economic andTechnical Cooperation 1. Economic and technical cooperation under this Chapter relates to trade and investment commitments under this Agreement or any other areas of cooperation as the Parties may decide. 2. The Parties shall undertake economicand technical cooperation activities,which may include sharing best practices, exchanging expertise and information, promoting innovation through dialogues, seminars, workshops, collaborative research and development, or any other forms of cooperation as the Parties may decide. Article 19.3: Committee on Economic and Technical Cooperation 1. The Parties hereby establish a Committee on Economic and Technical Cooperation (“Committee”) to support the implementation of this Chapter, composed of government representatives of each Party. 2. The Parties shall jointly chair the Committee. 3. The Committee shall: (a) develop an implementation plan as guidancefor subsequent annual work programs, which includes a set of outputs, outcomes, and indicators; (b) develop annual work programs, which includea set of outputs, outcomes, and indicators; (c) coordinate with other committees, sub-committees, working groups, or any other subsidiary bodies established under this Agreement, to identify and implement appropriate economic and technical cooperation activities, and to avoid duplication of work programs; (d) consult or engage relevant stakeholders or external parties necessary to establish and implement the Committee’s work programs; (e) monitor and assess the progress in implementing economic and technical cooperation activities; (f) report to the Joint Committee; (g) identify and resolve any emerging issues and concerns about the implementation of economic and technical cooperation activities; and (h) take any otheractions in the exercise of its functionsthat the Parties may decide. 4. The Committee shall meet within one year of thedate of entry into force of this Agreement. Unless the Parties decide otherwise, the Committee shall meet annually thereafter. 5. Each Party shall designate a contact point to facilitate communication between the Parties on all matters relating to the implementation of this Chapter and shall update the other Party on any changes to the details of the contact point. Article 19.4: Resources 1. Resources for economicand technical cooperation under this Chapter shall be provided as agreed by the Parties, taking into consideration the availability of resources. 2. Any resources provided under this Chapter shall be time-bound and subject to performance indicators. Renewal of resources may be considered in the context of the review of the Agreement pursuant to Article 26.4 (Final Provisions – Review). Article 19.5: Relation to Other Chapters Unless the Parties decide otherwise, this Chapter shall apply to all economic and technical cooperation activities under this Agreement. Article 19.6: Non-Application of Dispute Settlement Chapter 24 (Dispute Settlement) does not apply to any matter arising under this Chapter.

Chapter 20. BILATERAL DIALOGUES ON PRIORITY MATTERS

Article 20.1: Objective 1. The Parties recognize the importance of bilateral cooperation to address priority trade matters to strengthen the partnership between the Parties with a view to achieving their shared ambitions to develop secure and resilient critical mineral supply and value chains and to facilitate cooperation on Sanitary and Phytosanitary (SPS) matters. 2. Building on their strong economic partnership,the Parties aim to intensify their cooperation to facilitate trade and investment. Article 20.2: Bilateral Dialogues 1. Theapplication ofthe Memorandum of Understanding Between the Government of Canada and the Government of the Republic of Indonesia on the Establishment of a Bilateral Dialogue on Sanitary and Phytosanitary Issues, signed at Jakarta on 2 December 2024 will be in line with the objectives of this Chapter and further to the objectives of Chapter 5 (Sanitary and Phytosanitary Measures). 2. Theapplication of the Memorandum of Understanding between the Government of Canada and the Government of the Republic of Indonesia on Critical Mineral Cooperation, signed at Jakarta on 2 December 2024 will be in line with the objectives of this Agreement 3. The cooperation in paragraphs 1and 2, if not already commenced, willtake place at the earliest opportunity following entry into force of this Agreement, taking into account any ongoing collaborative efforts between the Parties’ relevant authorities. 4. On request of a Party to the Joint Committee established under Article 23.1 (Administrative and Institutional Provisions – Establishment of the Joint Committee), the Parties may decide to enter into bilateral dialogues on other priority matters of common interest, taking into account the Parties’ respective priorities in responding to global economic development and challenges. Article 20.3: Non-Application of Dispute Settlement Chapter 24 (Dispute Settlement) does not apply to any matter arising under this Chapter.

Chapter 21. GOOD REGULATORY PRACTICES AND REGULATORY COOPERATION

Article 21.1: Definitions For the purposes of this Chapter: good regulatory practices means the use of best practices in the process of planning, designing, issuing, implementing, and reviewing regulatory measures to facilitate the achievement of domestic policy objectives; regulatory authority means an administrative authority or agency at a Party’s central level of government that develops, proposes, or adopts a regulatory measure, except as set out in Annex 21-A (Additional Provisions Concerning the Scope of “Regulatory Measures” and “Regulatory Authorities”), and does not include legislatures or courts. regulatory measure means a measure of general application at a Party’s central level of government with which compliance is mandatory, except as set out in Annex 21-A (Additional Provisions Concerning the Scope of “Regulatory Measures” and “Regulatory Authorities”);1 Article 21.2: General Provisions 1. Each Party shall encourage its regulatory authorities to adopt good regulatory practices in order to facilitate and promote trade and investment, economic growth, employment, and a transparent and predictable regulatory environment. 2. Each Party shall determine its approach to good regulatory practices under this Agreement in a manner consistent with its own legal framework, practice, and fundamental principles underlying its regulatory system. 3. TheParties affirm the importance of: (a) maintaining and enhancing the benefits of cooperation promoted by the Parties under this Agreement through the use of good regulatory practices that facilitate increased trade in goods and services, as well as investment between the Parties; (b) each Party’s right to identify its regulatory priorities and to establish and implement regulatory measures to address these priorities, in the areas and by the levels of government that the Party considers appropriate; (c) the role that regulatory measures play in achieving public policy objectives; (d) taking into account input from interested persons in the development of regulatory measures; 1 For Indonesia, regulatory measure refers to those measures set out in Articles 7(d) and (e),12,and 13 of Law Number 12/2011, as amended. (e) developing measures to foster cooperation and capacity building of the Parties; and (f) taking measures to minimise unintended inequities or disparities within and between groups of people likely to be impacted by a regulatory initiative, particularly women and Indigenous Peoples.2 4. This Chapter does not require a Party to: (a) take actions that would undermine or impede the timely adoption of regulatory measures to achieve its public policy objectives, or would otherwise risk undermining or compromising those public policy objectives; (b) achieve any particular regulatory outcome; or (c) deviate from itsdomestic procedures for preparing and adopting regulatory measures. Article 21.3: Internal Coordination of Regulatory Development 1. The Parties recognise that good regulatory practices can beencouraged through mechanisms and processes that facilitate coordination among regulatory authorities and are associated with processes for the development and review of regulatory measures. Accordingly, each Party shall endeavour to ensure the existence of those mechanisms or processes, which may include establishing and maintaining a central coordinating body forthose mechanisms or processes. 2. The Parties recognise that their respective mechanisms or processes referred to in paragraph 1 may vary depending on differences in their levels of development and political and institutional structures. Each Party should describe the operation of its mechanisms or processes in a manner that is publicly available. Each Party’s mechanisms or processes should have as overarching characteristics the ability to: (a) review proposed regulatory measures to determine whether the Party has applied good regulatory practices, which may include those set out in this Chapter, in their preparation, and make recommendations based on that review; (b) strengthen consultation and coordination among the Party’s regulatory authorities to identify potential overlap and duplication of regulatory measures, and to prevent the application of inconsistent requirements by regulatory authorities; (c) recommend government-wide regulatory improvements; (d) ensure compliance with international tradeand investment obligations; 2 Indigenous Peoples refers to: (a) for Canada,Aboriginal peoples (includingFirst Nations,Inuit,andMétis peoples) as definedin subsection 35(2) of the Constitution Act,1982 of Canada; (b) for Indonesia,Masyarakat HukumAdat in accordancewithIndonesia’s lawsandregulations. (e) promote consideration of the impacts of the regulatory measures under preparation, including on Small and Medium-sized Enterprises (SMEs); and (f) report to the public on regulatory measures that have been reviewed and any proposals for government-wide regulatory improvement, as well as any updates on changes to the processes and mechanisms referred to in paragraph 1. Article 21.4: Early Planning 1. Each Party should publish annually a list of any regulatory measures that it reasonably expects its regulatory authorities to issue within the following 12-month period. 2. Each Party should make publicly available, as early as possible: (a) a brief description of thescope and objectives of a proposed regulatory measure; and (b) the estimated timing for adoption of the proposed regulatory measure, including opportunities for public consultations. Article 21.5: Regulatory Impact Assessments 1. To assist in designing a regulatory measure to best achieve the Party’s objective, each Party shall endeavor to encourage its regulatory authorities, consistent with its laws and regulations, to conduct regulatory impact assessments when developing regulatory measures that meet certain criteria established by the Party. 2. Recognising that differences in the Parties’ institutional, social, cultural, legal, and developmental circumstances may result in specific regulatory approaches, each Party should ensure that the regulatory impact assessment procedures, among other things: (a) assess the need for aregulatory measure, including by providing a description of the nature and significance of the problem that the regulatory measure intends to address; (b) identify and examinefeasible alternatives to the regulatory measure, including, to the extent possible and in accordance with the Party’s laws and regulations, the corresponding costs and benefits, recognising that some costs and benefits are difficult to quantify; (c) provide an explanation of the reasons for concluding that the identified alternatives achieve the policy objectives in an efficient manner, including, if appropriate, reference to the costs and benefits and the difficulty managing risks; and (d) rely on the best reasonably available information, including relevant scientific, technical, economic, or other information within the particular regulatory authority’s mandate, capacity, and resources. 3. When conducting a regulatory impact assessment, each Party shall endeavour to ensure that its regulatory authorities take into consideration the potential impacts of the regulatory measure on SMEs. Article 21.6: Public Consultations and Transparency 1. When preparing aregulatory measure, each Party shall endeavour to: (a) publish the proposed regulatory measure on a government website that would allow any person to assess whether and how its interests might be significantly affected; (b) encourage the publication of the regulatory impact assessment associated with the proposed regulatory measure on a government website; and (c) offer reasonable opportunities for any person, on a non-discriminatory basis, to provide input on the proposed regulatory measure. 2. If a proposed regulatory measure is expected to have a significant impact on international trade, the Party should normally provide a comment period of at least 60 days from the date that theproposed regulatory measure is published. 3. A Party shall consider public input received on the proposed regulatory measure. A Party shall endeavour to make publicly available a summary of the results of consultations, except to the extent necessary to protect confidential information, or to withhold personal data, or inappropriate content. Article 21.7: Use of Plain Language Each Party should ensure that proposed and final regulatory measures are plainly written, concise, organised, and easy to understand, recognising that some regulatory measures involve technical issues for which relevant expertise or specialised knowledge might be required to understand and apply them. Article 21.8: Consideration of Other Measures To the extent appropriate and consistent with its laws and regulations, each Party should encourage its relevant regulatory authorities to consider regulatory measures of the other Party, as well as relevant developments in international, regional, and other forums, when developing regulatory measures. Article 21.9: Public Access Consistent with its laws and regulations, each Party shall endeavour to ensure that its relevant regulatory authorities provide public access to new and existing regulatory measures and, to the extent possible, make information on these measures available on a government website. Article 21.10: Retrospective Review 1. Each Party should review its regulatory measures, at intervals it deems appropriate, to determine whether they should be modified or repealed to make them more effective in achieving policy objectives and reduce unnecessary regulatory burdens, including on SMEs. 2. Each Party shall endeavour to publish, to the extent possible, any official plans and results of a review conducted under paragraph 1. Article 21.11 Cooperation The Parties shall endeavour to cooperate in order to implement this Chapter and maximise the benefits arising from it. In conducting the cooperation activities, each Party should take into consideration the other Party’s needs and level of development. Cooperation activities may include: (a) information exchanges, dialogues, or meetings between officials of the Parties; (b) information exchange, dialogues, or meetings with interested persons, including SMEs, of theParties, and international organisations; (c) training programs, seminars,and otherassistance initiatives; (d) further strengthening cooperation between the regulatory authorities of the Parties; and (e) otheractivities that the Parties may decide. Article 21.12: Contact Points and Information Exchange on Implementation 1. Each Party shall designate and notify the other Party of a contact point formatters arising under this Chapter. A Party shall promptly notify the other Party of any changes to its contact point. 2. Thecontact points shall be responsible for facilitating cooperation activities under this Chapter. 3. For the purposes of transparency, cooperation,and capacity building activities, the Parties shall exchange information on the implementation of this Chapter. 4. Each Party shall provide an update to the Joint Committee established under Article 23.1 (Administrative and Institutional Provisions – Establishment of the Joint Committee) on an annual basis. This update may include the actions the Party has taken to implement this Chapter and the actions it plans to take to implement this Chapter, including those to: (a) encourage its regulatory authorities to conduct regulatory impact assessments in accordance with Article 21.5 (Regulatory Impact Assessments); (b) ensure that regulatory measures are accessible, in accordance with Article 21.9 (Public Access); (c) review existing regulatory measures,in accordance with Article 21.10 (Retrospective Review); (d) publish annually, a list of any regulatory measures that it reasonably expects its regulatory authorities to issue, in accordance with Article 21.4 (Early Planning); (e) review developments in itsgood regulatory practices and itsexperiences in implementing this Chapter with a view to considering making recommendations to the Joint Committee for modifying this Chapter to further enhance the benefits of this Agreement; and (f) identify opportunities for future assistance or cooperation activities. Article 21.13: Relationship to Other Chapters In the event of an inconsistency between this Chapter and another Chapter of this Agreement, the other Chapter shall prevail to the extent of the inconsistency. Article 21.14: Non-Application of Dispute Settlement A Party shall not have recourse to dispute settlement under Chapter 24 (Dispute Settlement) for any matter arising under this Chapter. ANNEX 21-A ADDITIONAL PROVISIONS CONCERNING THE SCOPE OF “REGULATORY MEASURES”AND “REGULATORY AUTHORITIES” 1. Further to Article 21.1 (Definitions), the following measures are not regulatory measures for the purposes of this Chapter: (a) for the Parties: general statements of policy or guidance that do not prescribe legally enforceable requirements; (b) for Canada: (i) a measure concerning: (A) a military, foreign affairs, or national security function of the Government of Canada; (B) public sector management, personnel, pensions, public property, loans, grants, benefits, or contracts; (C) departmental organisation, procedure, or practice; (D) taxation, financial services or anti-money laundering measures; or (E) federal, provincial, territorial relations and agreements and relations with Aboriginal Peoples; or (ii) a measure that does not constitute a regulation under the Statutory Instruments Act; (c) for Indonesia: (i) ameasure concerning: (A) a military, foreign affairs, or national security function of the Government of Indonesia; (B) public sector management, personnel, pensions, public property, loans, grants, benefits, or contracts; (C) departmental organisation, procedure, or practice; (D) taxation, financial services or anti-money laundering measures; (E) land and real estate; (F) an approval or admission of foreign investment proposal; or (G) government procurement and strategic industry.3 2. Further to Article 21.1 (Definitions), for Canada, the Governor in Council is not a regulatory authority for the purposes of this Chapter. 3 For greater certainty,the term “strategic industries”has thesamemeaning as thatunder paragraph4 ofArticle 1 of Law Number 3 of 2014 on Industry, as amended.

Chapter 22. TRANSPARENCY, ANTI-CORRUPTION, AND RESPONSIBLE BUSINESS CONDUCT

Section A: Definitions Article 22.1: Definitions For the purposes of this Chapter: act or refrain from acting in relation to the performance of official duties includes any use of the public official’s position, whether or not within the official’s authorised competence; administrative ruling of general application means an administrative ruling or interpretation that applies to all persons and factual situations that fall generally within the ambit of that administrative ruling or interpretation and that establishes a norm of conduct, but does not include: (a) a determination or ruling made in an administrative or quasi-judicial proceeding that applies to a particular person, good, or service of the other Party in a specific case; or (b) a ruling that adjudicates with respect to a particular act or practice; foreign public official means any person holding a legislative, executive, administrative, or judicial office of a foreign country, at any level of government, whether appointed or elected, whether permanent or temporary, whether paid or unpaid, irrespective of that person’s seniority; and any person exercising a public function for a foreign country, at any level of government, including for a public agency or public enterprise; official of a public international organization means an international civil servant or any person who is authorised by a public international organization to act on its behalf; public official means: (a) any person holding a legislative, executive, administrative or judicial office of a Party, whether appointed or elected, whether permanent or temporary, whether paid or unpaid, irrespective of that person’s seniority; (b) any other person who performs a public function for a Party, including for a public agency or public enterprise, or provides a public service, as defined under the Party’s law and as applied in the pertinent area of that Party’s law; or (c) any other person defined as a public official under a Party’s law. Section B:Transparency Article 22.2: Publication 1. Each Party shall ensure that its laws, regulations, procedures and administrative rulings of general application regarding any matter covered by this Agreement are promptly published, including on the internet, where feasible, or made available in such a manner as to enable an interested person and the other Party to become acquainted with them. 2. Each Party shall, to the extent possible: (a) publish in advance any measure mentioned in paragraph 1 that it proposes to adopt; and (b) provide a reasonable opportunity for an interested person and the other Party to comment on the proposed measures. 3. To the extent possible, when introducing or changing the laws, regulations, or procedures referred to in paragraph 1, each Party shall endeavour to provide a reasonable period between the date when those laws, regulations, or procedures, proposed or final in accordance with its legal system, are made publicly available and the date when they enter into force. 4. With respect to a proposed regulation of general application of a Party’s central level of government respecting any matter covered by this Agreement that is likely to affect trade or investment between the Parties and that is published in accordance with paragraph 2(a), each Party shall: (a) endeavour to publish the proposed regulation in an official journal, or on an official website, preferably online and consolidated into a single portal; (b) endeavour to publish the proposed regulation: (i) no less than 60 days in advance of the date on which comments are due; or (ii) within another period in advance of the date on which comments are due that provides sufficient time for an interested person to evaluate the proposed regulation, and formulate and submit comments; (c) to the extent possible, include in the publication under subparagraph (a) an explanation of the purpose of, and rationale for, the proposed regulation; and (d) consider comments received during the comment period, and is encouraged to explain any significant modifications made to the proposed regulation, preferably on an official website or in an online journal. 5. Each Party shall, with respect to a regulation of general application adopted by its central level of government respecting any matter covered by this Agreement that is published in accordance with paragraph 1: (a) promptly publish the regulation on a single online portal or in an official journal of national circulation; and (b) if appropriate, include with the publication an explanation of the purpose of and rationale for the regulation. Article 22.3: Notification and Provision of Information 1. A Party, to the extent possible, shall notify the other Party of any proposed or existing measure that the Party considers might materially affect the operation of this Agreement or that substantially affects the interest of the other Party pursuant to this Agreement. 2. At the request of the other Party, a Party shall promptly provide information and respond to questions related to any proposed or existing measure that the requesting Party considers might materially affect the operation of this Agreement, regardless of whether the requesting Party has been previously notified of that measure. 3. Any notification, request,or information related to this Article shall be communicated through the relevant Contact Points. 4. Any notification provided,and any answer or information supplied,pursuant to paragraph 1 and paragraph 2 are without prejudice as to whether the measure is consistent with this Agreement. Article 22.4: Administrative Proceedings With a view to administering in a consistent, impartial, objective, and reasonable manner all measures of general application with respect to any matter covered by this Agreement, each Party shall ensure in its administrative proceedings applying measures referred to in Article 22.2 (Publication) to a particular person, good, or service of the otherParty in specific cases that: (a) whenever possible, a person of the other Party that is directly affected by a proceeding is provided with reasonable notice, in accordance with domestic procedures, of when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issue in question; (b) a person of the other Party that is directly affected by a proceeding is afforded a reasonable opportunity to present facts and arguments in support of that person’s position prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and (c) the procedures are in accordancewith its law. Article 22.5: Review and Appeal 1. Each Party shall establish or maintain judicial, quasi-judicial or administrative tribunals, or procedures for the purpose of the prompt review and, if warranted, correction of final administrative actions regarding matters covered by this Agreement. Each Party shall ensure that its tribunals are impartial and independent of the office or authority entrusted with administrative enforcement and that they do not have any substantial interest in the outcome of the matter. 2. Each Party shall ensure that, in any tribunal or procedure referred to in paragraph 1, the parties to the proceedings are entitled to: (a) a reasonable opportunity to support or defend their respective positions; and (b) a decision based on the evidence and submissions on therecord or, where required by that Party’s domestic law, on the record compiled by the administrative authority. 3. Each Party shall ensure, subject to appeal or further review as provided for in its domestic law, that the decision referred to in paragraph 2(b) is implemented by, and governs the practice of, the office or authority with respect to the administrative action at issue. Article 22.6: Cooperation on Promoting Increased Transparency The Parties agree to cooperate in bilateral, regional, and multilateral fora on ways to promote transparency in respect of international trade and investment. Section C: Anti-Corruption Article 22.7: Scope 1. The Parties recognisethat bribery and otherforms of corruption in trade and investment activities can undermine democracy and rule of law, discourage trade and foreign investment, and adversely affect the economic development of the Parties. 2. The Parties affirm their commitment to prevent and combat corruption and bribery in international trade and investment with the understanding that this contributes to efforts to substantially reduce corruption and bribery in all their forms. 3. Thescope of this Section is limited to measures to prevent and combat corruption, including bribery with respect to any matter covered by this Agreement. 4. The Parties recognise that the description of offences adopted or maintained in accordance with this Section, and of the applicable legal defences or legal principles controlling the lawfulness of conduct, is reserved to each Party’s law, and that those offences shall be prosecuted and punished in accordance with each Party’s law. 5. Each Party affirms their adherence to the United Nations Convention against Corruption, done at New York on 31 October 2003 (“UNCAC”), and, to the extent that they are a party, the Inter-American Convention Against Corruption, doneat Caracas on 29 March 1996, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, done at Paris, France, on 17 December 1997. 6. The Parties reiterate their support for the principles contained in documents developed by APEC and G20 anti-corruption working groups aimed at preventing and combating corruption and endorsed by leaders or relevant ministers, including the G20 High Level Principles on Organizing against Corruption; G20 High Level Principles on Corruption and Growth, G20 Guiding Principles on Enforcement of the Foreign Bribery Offence, G20 Guiding Principles to Combat Solicitation, G20 High Level Principles on the Liability of Legal Persons for Corruption, APEC Conduct Principles for Public Officials, and the APEC Principles on the Prevention of Bribery and Enforcement of Anti-Bribery Laws. 7. The Parties also reiterate their support for, and encourage awareness among their private sectors of, available anti-corruption compliance guidance including the APEC Code of Conduct for Business: Business Integrity and Transparency Principles for the Private Sector, APEC General Elements of Effective Voluntary Corporate Compliance Programs, and G20 High Level Principles on Private Sector Transparency and Integrity. Article 22.8: Measures Against Corruption 1. Each Party shall adopt or maintain legislative and other measures as may be necessary to establish as criminal offences under its law, in matters that affect international trade or investment, when committed intentionally, by any person subject to its jurisdiction: (a) the promise, offering or giving to a public official, directly or indirectly, of an undue advantage, for the official or another person or entity, in order that the official act or refrain from acting in relation to the performance of or the exercise of his or her official duties; (b) the solicitation or acceptance by a public official, directly or indirectly, of an undue advantage for the official or another person or entity, in order that the official act or refrain from acting in relation to the performance of or the exercise of his or her official duties; (c) the promise, offering or giving to a foreign public official or an official of a public international organization, directly or indirectly, of an undue advantage for the official or another person or entity, in order that the official act or refrain from acting in relation to the performance of or the exercise of his or her official duties, in order to obtain or retain business or other undue advantage in relation to the conduct of international business; and (d) the aiding or abetting, or conspiracy in thecommission of any of the offences described in subparagraphs (a) to (c). 2. Each Party shall adopt or maintain legislative and other measures as may be necessary to establish as a criminal offense under its law, when committed intentionally, by a person subject to its jurisdiction, the embezzlement, misappropriation or another diversion by a public official for their benefit or for the benefit of another person or entity, of property, public or private fund or security, or any other thing of value entrusted to the public official by virtue of their position. 3. Each Party shall make the commission of an offence described in paragraph 1, 2 or 6 liable to sanctions that take into account the gravity of that offence. 4. Each Party shall adopt or maintain measures as may be necessary, consistent with its legal principles, to establish the liability of legal persons for offences described in paragraphs 1 and 6. In particular, each Party shall ensure that there are measures that provide for legal persons held liable for offences described in paragraphs 1 or 6 to be subject to effective, proportionate and dissuasive criminal or non-criminal sanctions, including monetary sanctions. 5. Each Party shall disallow the tax deductibility of expenses that constitute bribes under subparagraphs 1(a) to1(c) and, where appropriate, other expenses incurred in furtherance of corrupt conduct. 6. In order to prevent corruption, each Party shall adopt or maintain measures as may be necessary, in accordance with its laws and regulations, regarding the maintenance of books and records, financial statement disclosures, and accounting and auditing standards, to prohibit the following acts carried out for the purpose of committing any of the offences described in paragraph 1: (a) the establishment of off-the-books accounts; (b) the making of off-the-books or inadequately identified transactions; (c) the recording of non-existent expenditure; (d) the entry of liabilities with incorrect identification of their objects; (e) the use of false documents; and (f) the intentional destruction of bookkeeping documents earlier than foreseen by the law. 7. Each Party shall consider adopting or maintaining measures to protect, against any unjustified treatment, any person who, in good faith and on reasonable grounds, reports to the competent authorities any facts concerning offences described in paragraphs 1, 2 or 6. 8. The Parties recognise the harmful effects of facilitation payments. Each Party shall, in accordance with its laws and regulations: (a) encourage enterprises to prohibit or discourage the use of facilitation payments; and (b) take steps to raise awareness among its public officials of its bribery laws, with a view to stopping the solicitation and the acceptance of facilitation payments. Article 22.9: Cooperation 1. TheParties recognise the importance of regional and multilateral initiatives to prevent and combat corruption, including bribery in international trade and investment. The Parties intend to work together to advance efforts in regional and multilateral fora and encourage and support appropriate initiatives to prevent and combat corruption, including bribery in international trade and investment. 2. The Parties may establish and maintain a network connecting anti-corruption and law enforcement authorities to share experiences, case studies, and best practices to help develop capacity in combatting corruption and enhance cooperation between agencies responsible for investigations and prosecution of corruption. Article 22.10: Promoting Integrity among Public Officials 1. To fight corruption, each Party should promote, among other things, integrity, honesty and responsibility among its public officials. To this end, each Party shall, in accordance with the fundamental principles of its legal system, adopt or maintain: (a) measures to provideadequate procedures for the selection and training of natural persons for public positions considered by the Party to be especially vulnerable to corruption, and the rotation, if appropriate, of those natural persons to other positions; (b) measures to promote transparency in the behaviour of public officials in the exercise of public functions; (c) policies and procedures to identify and manage actual or potential conflicts of interest of public officials; (d) measures that require senior public officials,and other public officials as determined by the Party, to make declarations to appropriate authorities regarding, among other things, their outside activities, employment, investments, assets and substantial gifts or benefits from which a conflict of interest may result with respect to their functions as public officials; and (e) measures to facilitate reporting by public officials of any facts concerning offences described in Article 22.8.1, Article 22.8.2, or Article 22.8.6 (Measures Against Corruption) to appropriate authorities, if those acts come to their notice in the performance of their functions. 2. Each Party shall endeavour to adopt or maintain codes or standards of conduct for the correct, honourable, and proper performance of public functions, and measures providing for disciplinary or other measures, if warranted, against public officials who violate the codes or standards established or maintained in accordance with this paragraph. 3. Each Party, to the extent consistent with the fundamental principles of its legal system, shall consider establishing procedures through which a public official accused of an offence described under Article 22.8.1 (Measures Against Corruption) may, where considered appropriate by that Party, be removed, suspended, or reassigned by the appropriate authority, bearing in mind respect for the principle of the presumption of innocence. 4. Each Party shall, in accordance with the fundamental principles of its legal system and without prejudice to judicial independence, adopt or maintain measures to strengthen integrity, and to prevent opportunities for corruption, among members of the judiciary in matters that affect international trade or investment. These measures may include rules with respect to the conduct of members of the judiciary. Article 22.11: Participation of Private Sector and Society 1. Each Party shall take appropriate measures, within its means and in accordance with fundamental principles of its legal system, to promote the active participation and safety of individuals and groups outside the public sector, such as enterprises, civil society, non-governmental organisations, women’s organisations, and community-based organisations, in the prevention of and the fight against corruption in matters affecting international trade or investment, and to raise public awareness regarding the existence, causes and gravity of, and the threat posed by, corruption. To this end, a Party may, for example: (a) undertake inclusive public information activities and inclusive public education programmes that contribute to non-tolerance of corruption; (b) encourage professional associations and other non-governmental organisations, if appropriate, in their efforts to support and assist enterprises, in particular Small and Medium-sized Enterprises (“SMEs”), in developing internal controls, ethics, and compliance programmes or measures for preventing and detecting bribery and corruption in international trade and investment; (c) encourage company management to make statements in their annual reports or otherwise publicly disclose their internal controls, ethics, and compliance programmes or measures, including those that contribute to preventing and detecting bribery and corruption in international trade and investment; and (d) adopt or maintain measures that respect, promote, and protect the freedom to seek, receive, publish and disseminate information concerning corruption. 2. Each Party shall endeavourto encourage private enterprises, taking into account their structure and size, and the sectors in which they operate, to: (a) adopt or maintain sufficient internal auditing controls to assist in preventing and detecting offences described in Article 22.8.1 or Article 22.8.6 (Measures Against Corruption) in matters affecting international trade or investment; (b) ensure that theiraccounts and required financial statements are subject to appropriate auditing and certification procedures; and (c) establish compliance programs for the purpose of preventing and detecting offences described in Article 22.8.1 or Article 22.8.6 (Measures Against Corruption). 3. Each Party shall take appropriate measures to ensure that its relevant anti.corruption bodies are known to the public and shall provide access to those bodies, if appropriate, for the reporting, including anonymously, of any incident that may be considered to constitute an offence described in Article 22.8.1 (Measures Against Corruption). Article 22.12: Application and Enforcement of Anti-Corruption Laws 1. In accordance with the fundamental principles of its legal system, a Party shall not fail to effectively enforce its laws or other measures adopted or maintained to comply with Article 22.8 (Measures to Combat Corruption) through a sustained or recurring course of action or inaction, after the date of entry into force of this Agreement, as an encouragement for trade and investment. The Parties recognise that individual cases or specific discretionary decisions related to the enforcement of anti-corruption laws are subject to each Party’s domestic law and legal procedures. 2. In accordance with the fundamental principles of its legal system, each Party retains the right for its law enforcement, prosecutorial, and judicial authorities to exercise their discretion with respect to the enforcement of its anti-corruption laws. Each Party retains the right to take decisions with regard to the allocation of its resources. 3. The Parties affirm their commitments under applicable international agreements, or arrangements to cooperate with each other, consistent with their respective legal and administrative systems, to enhance the effectiveness of law enforcement actions to combat the offences described in Article 22.8 (Measures to Combat Corruption). Article 22.13: Relation to Other Agreements Nothing in this Agreement shall affect the rights and obligations of the Parties under the United Nations Convention against Transnational Organized Crime, done at New York on 15 November 2000 (“UNTOC”), and to the extent that they are a party, the Convention on Combating Bribery of Foreign Public Officials in International Business Transaction, with its Annex, done at Paris on 21 November 1997, or the Inter-American Convention Against Corruption, done at Caracas on 29 March 1996. Article 22.14: Dispute Resolution 1. Chapter 24(Dispute Settlement) does not apply to a matter arising under this Section. 2. Notwithstanding paragraph 1, a Party may request consultations pursuant to Article 24.5 (Dispute Settlement – Consultations) if it considers that a measure of the otherParty is inconsistent with an obligation under this Section, or that the other Party has otherwise failed to carry out an obligation under this Section, in a manner affecting trade or investment between Parties. 3. The consulting Parties shall make every effort to find a mutually satisfactory resolution, which may include appropriate cooperative activities or a work plan to address the matter. Section D: Responsible Business Conduct andCorporate Social Responsibility Article 22.15: Responsible Business Conduct and Corporate Social Responsibility 1. Each Party recognises the importance of responsible business conduct and corporate social responsibility, and commits to collaborate with relevant stakeholders to develop, adopt, promote, strengthen, and implement policies that support a responsible business environment. 2. Each Party affirms that enterprises operating within its jurisdiction have a duty to comply with all its applicable laws, such as those concerning human rights, the rights of Indigenous Peoples1, environmental protection, and labour. 3. Each Party shall encourage enterprises organised or constituted under its law, or operating in its territory, including SMEs, to incorporate into their business practices and internal policies those internationally recognised standards, guidelines, and principles of responsible business conduct and corporate social responsibility that have been endorsed or are supported by that Party, and that address issues such as labour, environment, human rights, and anti-corruption, such as the OECD Guidelines on Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, and the UN Global Compact. 4. Each Party should encourage investors or enterprises operating within its territory to undertake and maintain meaningful engagement and dialogue, in accordance with international responsible business conduct standards, guidelines, and principles that have been endorsed or are supported by that Party, with Indigenous Peoples2 and local communities, as applicable. 1 Indigenous Peoples refers to: (a) for Canada,Aboriginal peoples(includingFirst Nations,Inuit,andMétis peoples) as definedin subsection 35(2) of the Constitution Act,1982 of Canada; (b) for Indonesia,Masyarakat HukumAdat in accordancewithIndonesia’s lawsandregulations. 2 Indigenous Peoples refers to: (a) for Canada,Aboriginal peoples(includingFirst Nations,Inuit,andMétis peoples) as definedin subsection 35(2) of the Constitution Act,1982 of Canada; (b) for Indonesia,Masyarakat HukumAdat in accordancewithIndonesia’s lawsandregulations.

Chapter 23. ADMINISTRATIVE AND INSTITUTIONALPROVISIONS

Article 23.1: Establishment of the Joint Committee The Parties hereby establish a Joint Committee, composed of government representatives of each Party. The Joint Committee will be co-chaired by government representatives of each Party at the level of Ministers, or by their designees. Article 23.2: Functions of the Joint Committee 1. The Joint Committee shall: (a) consider ways to further enhance trade and investment between the Parties; (b) consider any matter relating to the implementation or operation of this Agreement; (c) supervise the work of thecommittees, sub-committees, working groups, and other subsidiary bodies established under this Agreement (“subsidiary bodies”); (d) without prejudice to Chapter 24 (Dispute Settlement), seek to prevent problems that might arise in areas covered by this Agreement, and to resolve disputes that may arise regarding the interpretation or application of this Agreement; and (e) review this Agreement and its implementation in accordance with Article 26.4 (Final Provisions – Review). 2. The Joint Committee may: (a) establish, merge, or dissolve subsidiary bodies established under this Agreement, and determine their responsibilities, to improve the functioning of this Agreement; (b) delegate responsibilities to the Agreement Coordinators established under Article 23.5 (Agreement Coordinators); (c) seek advice of a non-governmental person or entity; (d) adopt interpretative decisions concerning this Agreement binding on panels established under Article 24.7 (Dispute Settlement – Request for the Establishment of a Panel) and on tribunals established under Section D of Chapter 13 (Investment – Investor-State Dispute Settlement); (e) adopt a modification to this Agreement of: (i) a Party’s Schedule to Annex 2-A(Tariff Commitments) to accelerate tariff elimination or improve market access conditions; (ii) the rules of origin established in Annex 3-B(Product-Specific Rules of Origin); or (iii) the minimum data elements under Annex 3-A (Minimum Data Elements of the Declaration of Origin); (f) consider any proposal to amend or modifythe rights and obligations under this Agreement; and (g) take any otheraction in the exercise of its functions as the Parties may decide. 3. Themodifications referred to in paragraph 2(e) are subject to the completion of the necessary domestic legal procedures of either Party. Article 23.3: Meetings of the Joint Committee 1. The Joint Committee shall meet within one year of the date ofentry into force of this Agreement and thereafter as the Parties may decide, or at the request in writing of a Party. Unless the Parties decide otherwise, meetings of the Joint Committee shall be held in person alternately in the territory of each Party, or virtually by any means available. 2. If the Joint Committee meets at the level of Ministers, it may be preceded by a meeting at the level of senior officials. Article 23.4: Decision-Making and Rules of Procedure 1. Decisions and recommendations of the Joint Committee and subsidiary bodies shall be taken by consensus. 2. The Joint Committee and subsidiary bodies may establish their own rules of procedure. 3. If a Party provides information to the other Party in relation to a meeting of the Joint Committee or a subsidiary body and designates the information as confidential, the Party receiving the information shall maintain the confidentiality of the information. Article 23.5: Agreement Coordinators 1. Each Party shall designate an Agreement Coordinator and notify the otherParty in writing within 60 days following the entry into force of this Agreement. Each Party shall promptly notify the other Party any changes to its Agreement Coordinator. 2. TheAgreement Coordinators shall: (a) monitor the work of all subsidiary bodies and, as appropriate, make recommendations regarding the functioning of this Agreement to the Joint Committee; (b) coordinate preparations for Joint Committee meetings; (c) respond to any information requests pursuant to Article 22.3 (Transparency, Anti-Corruption, and Responsible Business Conduct – Notification and Provision of information); (d) receive all notifications and information provided pursuant to this Agreement, unless otherwise provided in this Agreement; (e) facilitate communications between the Parties on any matter covered by this Agreement; (f) dischargeany otherresponsibilities delegated by the Joint Committee under Article 23.2.2(b) (Functions of the Joint Committee); and (g) maintain an updated list of chapter-specific subsidiary bodies and contact points. 3. TheAgreement Coordinators shall meet and communicate as often as required. Meetings may beheld in person or virtually. 4. A Party may request in writing at any time that a special meeting of the Agreement Coordinators be held. TheAgreement Coordinators shall endeavour to meet within 30 days following the receipt of a request.

Chapter 24. DISPUTE SETTLEMENT

Section A: Dispute Settlement Article 24.1: Definitions For purposes of this Chapter: complaining Party means a Party that requests the establishment of a panel under Article 24.7 (Request for the Establishment of a Panel); panel means a panel established under Article 24.7 (Request for the Establishment of a Panel); panellist means a member of a panel established under Article 24.7 (Request for the Establishment of a Panel); and responding Party means a Party that has been complained against under Article 24.7 (Request for the Establishment of a Panel). Article 24.2: Cooperation The Parties shall at all times endeavour to agree on the interpretation and application of this Agreement and shall make every attempt through cooperation and discussion to arrive at a mutually satisfactory resolution of any matter that might affect its operation. Article 24.3: Scope and Coverage Except as otherwise provided in this Agreement, the provisions of this Chapter shall apply to the 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 the other Party is or would be inconsistent with one of its obligations under this Agreement; or (b) the other Party has otherwise failed to carry out one of its obligations under this Agreement. Article 24.4: Choice of Forum 1. Disputes regarding any matter arising under both this Agreement and the WTO Agreement or any other free trade agreement to which the Parties are party may be settled in either forum at the discretion of the complaining Party. 2. If a complaining Party requests the establishment of a panel or its equivalent under an agreement referred to in paragraph 1, the forum selected shall be used to the exclusion of the other. This paragraph shall not apply if substantially separate and distinct rights or obligations are in dispute. Article 24.5: Consultations 1. A Party may request in writing consultations with the other Party regarding any matter referred to in Article 24.3 (Scope and Coverage). 2. TheParty requesting consultations shall deliver the written request for consultations to the other Party, and shall set out the reasons for the request, including the identification of the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage), and indicating the legal basis for the complaint. 3. Subject to paragraph 4, the Parties shall enter into consultations within 30 days of the date of receipt of the request by the other Party, unless the Parties decide otherwise. 4. In cases of urgency, including those involving perishable goods, the Parties shall enter into consultations within 15 days of the date of receipt of the request by the other Party. 5. The Parties shall makeevery attempt to arrive at a mutually satisfactory resolution of the matterthrough consultations under this Article. To this end, each Party shall: (a) provide sufficient information to enable a full examination of the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage); (b) make available personnel of its governmental agencies or otherregulatory bodies with expertise in the subject matter of the consultations; and (c) treat any confidential or proprietary information received in the course of consultations on the same basis as the Party providing the information. 6. Consultations are confidential and without prejudice to the rights of the Parties in proceedings under this Chapter. 7. Consultations may be held in person or by any other means decided by the Parties. Article 24.6: Good Offices, Conciliation, and Mediation 1. The Parties may at any time decide to undertakean alternative method of dispute resolution, such as good offices, conciliation, or mediation. A Party shall at all times exercise its judgment as to whether an alternative method of dispute resolution may be fruitful. If a Party determines that an alternative method of dispute resolution may be fruitful, it shall request in writing agreement from the other Party to undertake an alternative method of dispute resolution. The other Party shall give good faith consideration to this request. 2. Mediation shall be conducted according to the mediation procedures set out in Annex 24-A (Rules of Procedure for Mediation), unless the Parties decide otherwise. Other alternative methods of dispute resolution shall be conducted according to procedures decided by the Parties. 3. The Parties shall begin, suspend, or terminate mediation proceedings according to the mediation procedures set out in Annex 24-A (Rules of Procedure for Mediation), unless the Parties decide otherwise. The Parties may at any time begin, suspend, or terminate other alternative dispute resolution proceedings established under this Article. 4. Proceedings involving good offices, conciliation,and mediation are confidential and without prejudice to the rights of the Parties in any other proceedings under this Chapter. 5. If the Parties decide,good offices, conciliation,or mediation may continue while panel proceedings provided for in this Chapter are in progress. Article 24.7: Request for the Establishment of a Panel 1. Unless the Parties decide otherwise, if a matter referred to in Article 24.5 (Consultations) has not been resolved within: (a) 45 days after the date of receipt of the request for consultations; or (b) 25days after the date of receipt of therequest for consultations for matters referred to Article 24.5.4 (Consultations), the Party requesting consultations may refer the matter to a panel. 2. A panel shall not be established to review a proposed measure. 3. The complaining Party shall deliver a written request for the establishment of a panel to the responding Party. In this request, the complaining Party shall indicate the reason for the request, identify the measure or other matter at issue under Article 24.3 (Scope and Coverage), and provide a brief summary of the legal basis of the complaint sufficient to present the problem clearly. Article 24.8: Panel Composition 1. Thepanel shall comprise three panellists. 2. Each Party shall, within 30 days after the date of receipt of therequest for establishment of the panel, appoint a panellist, propose up to four candidates to serve as the chair of the panel, and notify the other Party in writing of the appointment and its proposed candidates to serve as the chair. If a Party fails to appoint a panellist within this time, the panellist shall be appointed by the other Party from the candidates proposed for chair by each Party. 3. The Parties shall endeavour to decide on the chair from among the candidates proposed within 45 days after the date of receipt of the request for establishment of the panel. If the Parties fail to decide on the chair within this time period, within a further seven days the chair shall be selected by lot from the candidates proposed and shall be appointed to the panel, unless the Parties decide otherwise. 4. If a panellist withdraws, is removed, or becomes unable to serve, all time periods applicable to that panel’s proceedings shall be suspended until the date a replacement is appointed. The Parties shall appoint the replacement as follows: (a) apanellist appointed by a Party shall be replaced by that Party within 15 days, failing which the replacement shall be appointed in accordance with the second sentence of paragraph 2; (b) a chair shall be replaced by a person selected by both Parties within 15 days, failing which the replacement shall be appointed in accordance with the second sentence of paragraph 3; and (c) if an appointment in subparagraphs(a) or (b) would require selecting from the chair candidates and there are no remaining chair candidates, each Party shall propose up to three additional candidates within 15 days and the Parties shall then follow the applicable procedure in subparagraphs (a) or (b). 5. Ifa Party believes that apanellist is in violation of the Code of Conduct referenced in Article24.9.1(f) (Qualifications of Panellists), the Parties shall consult. If the Parties concur on removing the panellist, the panellist shall be removed and a new panellist shall be selected in accordance with this Article. 6. If a Party believes that apanellist or a candidate for chair does not meet the requirements in Articles 24.9.1 or24.9.3 (Qualifications of Panellists), the Parties shall consult within 10 days after that individual was appointed or proposed. If the Parties concur that a panellist does not meet the requirements, the panellist shall be removed, and a new panellist shall be selected in accordance with paragraph 4. If the Parties concur that a candidate for chair does not meet the requirements, the candidate shall be withdrawn, and a new candidate proposed within 10 days. Article 24.9: Qualifications of Panellists 1. Each panellist shall: (a) have expertise or experience in law, international trade, other matters covered by this Agreement, or in the settlement of disputes arising under international trade agreements; (b) be chosen strictly on the basis of objectivity, reliability, and sound judgment; (c) be independent, serve in theirindividual capacity, not be affiliated with or employed by a Party, and not take instructions from any Party or organisation; (d) not be a national of a Party, nor have theirusual place of residence in the territory of a Party; (e) not have dealt with the matter at issue in any capacity, including involvement in an alternative dispute resolution proceeding referred to in Article 24.6 (Good Offices, Conciliation, and Mediation); and (f) comply with Annex 24-C(Code of Conduct). 2. The Parties shall endeavour to include greater diversity in panel appointments, including through the increased representation of women appointed to panels. To this end, the Parties shall endeavor to appoint at least one woman to each panel. 3. For a dispute arising under Chapter 17 (Trade and Sustainable Development), each Party shall select panellists in accordance with the following requirements, in addition to those set out in paragraphs 1 and 2: (a) in any dispute arising under Section B (Trade and Environment), panellists other than the chair shall have expertise or experience in environmental law or practice; and (b) in any dispute arising under Section C (Trade and Labour), panellists other than the chair shall have expertise or experience in labour law or practice. Article 24.10: Rules of Procedure and Terms of Reference of Panels 1. A panel established under this Chapter shall follow the rules of procedure set out in Annex 24-B (Rules of Procedure). A panel may establish, in consultation with the Parties, supplementary rules of procedure that do not conflict with the provisions of this Chapter. 2. Unless the Parties decide otherwise, the rules of procedure shall ensure: (a) each Party has the opportunity to provide initial and rebuttal written submissions; (b) the Parties have the right to at least one hearing before the panel, and that subject to subparagraph (g), these hearings shall be open to the public; (c) that all written submissions and oral arguments shall be made in English; (d) that all submissions and comments made to the panel shall be available to the other Party; (e) subject to subparagraph (g), that a Party may make available to the public aParty’s written submissions, written versions of its oral statements and written responses to requests or questions from the panel; (f) that thepanel allows a non-governmental entity of a Party to provide written views regarding the dispute that may assist the panel in evaluating the submissions and arguments of the Parties; and (g) the protection of information designated by either Party for confidential treatment. 3. Unless the Parties decide otherwise, within 15 days after the date of the establishment of the panel, the terms of reference of the panel shall be: “To examine in the light of the relevant provisions of the Agreement, the matter referred to in the request for the establishment of the panel and to make findings, determinations, and recommendations as provided in Article 24.11 (Panel Reports)”. 4. If the complaining Party requests the panel to make a finding as to the degree of adverse trade effects on a Party of any measure found not to conform to the obligations in this Agreement, the terms of reference shall so indicate. 5. At the request of a Party, or on its own initiative, the panel may seek information or technical advice from a person or body it deems appropriate subject to any terms and conditions that the Parties may decide. The Parties shall have an opportunity to comment on information or technical advice obtained. 6. The panel may rule on its own competence. 7. The panel may delegate to the chair authority to make administrative and procedural decisions. 8. The panel may, in consultation with theParties, modify any time-period applicable in the panel proceedings and make other procedural or administrative adjustments as may be required for the fairness or efficiency of the proceeding. 9. Findings, determination, and recommendations of the panel under Article 24.11 (Panel Reports) shall be made by consensus. If the panel is unable to reach consensus, it may make its findings, determinations, and recommendations by a majority of its members. 10. Panellists may furnish separate opinions on matters not unanimously agreed. A panel may not disclose which panellist is associated with a majority or minority opinion. 11. Unless the Parties decide otherwise, the expenses of the panel, including the remuneration of the panellists, shall be borne in equal shares between the Parties. Article 24.11: Panel Reports 1. Unless the Parties decide otherwise, the panel shall issue a panel report in accordance with the provisions of this Chapter. 2. The panel shall base its panel report on the provisions of this Agreement,applied and interpreted in accordance with the rules of interpretation of public international law, the submissions and arguments of the Parties, and any information or technical advice put before it pursuant to Article 24.10.5 (Rules of Procedure and Terms of Reference of Panels). 3. When interpreting an obligation under this Agreement which is incorporated by reference from the WTO Agreement, the panel shall take into consideration any relevant interpretation established in reports adopted by the WTO Dispute Settlement Body as well as any authoritative interpretations of the WTO General Council and Ministerial Conference. 4. The findings, determinations,and recommendations of the panel shall not add to or diminish the rights and obligations of the Parties under this Agreement. 5. The panel shall issue an interim panel report to the disputing Parties within 150 days after the last panellist is appointed or, in cases of urgency, within 120 days. The interim panel report shall contain: (a) findings of fact; (b) a determination as to whether theresponding Party has conformed with its obligations under this Agreement and any other finding or determination requested in the terms of reference; and (c) recommendations for resolution of the dispute, if requested by a Party. 6. The interim panel report shall be confidential. 7. A Party may submit written comments to the panel on its interim panel report, subject to time limits that may be set by the panel. After considering those comments, the panel, on its own initiative or on the request of either Party, may: (a) request the views of a Party; (b) reconsider its interim panel report; or (c) make any further examination that it considers appropriate. 8. The panel shall issue afinal panel report within 30days of the issuance of the interim panel report. 9. Thefinal panel report is binding on the Parties as from the date on which it is issued and shall not be subject to appeal. 10. Unless the Parties decide otherwise, each Party shall make the final panel report publicly available 15 days after it is issued, subject to the protection of information designated for confidential treatment. Article 24.12: Implementation of the Final Panel Report 1. On receipt of the final report of a panel, the Parties shall decide on the resolution of the dispute. Unless the Parties decide otherwise, the resolution shall be in conformity with the determinations and any recommendations of the panel. 2. Wherever possible, the resolution shall be the removal of a measure or rectification of a matter found by the panel to be inconsistent or otherwise not in conformity with an obligation in thisAgreement. 3. If the Parties are unable to decide on aresolution within 45 days of the date the final panel report was issued to the Parties, or within another period as the Parties may decide, the responding Party shall, if so requested by the complaining Party, enter into negotiations with a view to deciding mutually satisfactory compensation. Article 24.13: Non-Implementation -Suspension of Benefits 1. The complaining Party may, subject to paragraph 5, suspend the application of benefits to the responding Party of equivalent effect until such time as the Parties have reached a decision on a resolution of the dispute if: (a) no decision on compensation has been reached under Article 24.12.3 (Implementation of the Final Panel Report) within 20 days after the date of the complaining Party’s request; (b) 45 days have passed following the issuance of the final panel report if compensation is not requested under Article 24.12.3 (Implementation of the Final Panel Report); or (c) the Parties have decided on the resolution of the dispute or on compensation, and the complaining Party considers that the responding Party has failed to observe the terms of that decision. 2. The complaining Party may suspend benefits under paragraph 1only after providing notice to the responding Party that specifies the level of benefits that the complaining Party proposes to suspend. 3. In considering which benefits to suspend under paragraph 1: (a) the complaining Party should first seek to suspend benefits or other obligations in the same sector as that affected by the measure or other matter that the panel has found to be inconsistent with the obligation under this Agreement; and (b) if the complaining Party considers it is not practicable or effective to suspend benefits or other obligations in the same sector, the complaining Party may suspend benefits in another sector. 4. The level of benefits to be suspended shall becalculated starting from the date the final panel report was issued to the Parties. 5. The complaining party shall suspend benefits only until: (a) the measure or other matter found to be inconsistent with the obligations of this Agreement has been brought into conformity with this Agreement, including as a result of the panel process described in Article 24.14 (Review of Compliance and Suspension of Benefits); or (b) the Parties have otherwise reached a mutually satisfactory resolution. Article 24.14: Review of Compliance and Suspension of Benefits 1. A Party may, by written notice to the other Party, request that a panel be reconvened to make a determination with respect to: (a) whether the level of benefits suspended by a Party under Article 24.13.1 (Non-Implementation -Suspension of Benefits) is manifestly excessive; or (b) a disagreement as to theexistence or consistency with this Agreement of a measure taken to comply with the determinations or recommendations of the previously established panel. 2. In the written notice of the request referred to in paragraph 1, the Party shall identify the measure or other matter at issue under Article 24.3 (Scope and Coverage) and provide a brief summary of the legal basis of the complaint sufficient to present the problem clearly. 3. The panel shall bereconvened either: (a) upon receipt by the other Party of a written notice referred to in paragraph 1; or (b) in the event that any original panel member is unable to serve on the panel, on the date on which a replacement panel member is appointed in accordance with the provisions of Article 24.8 (Panel Composition). 4. The provisions of Articles 24.10(Rules of Procedure and Terms of Reference of Panels) and 24.11 (Panel Reports) apply to procedures adopted and reports issued by the panel reconvened under this Article, with the exception that the panel shall: (a) present a final report within 45 days of being reconvened where the request concerns subparagraph 1(a) only, and otherwise within 90 days; and (b) present an interim report 15 days prior to presenting a final report. 5. A panel reconvened under this Article may include in its final report a recommendation, where appropriate, that any suspension of benefits be terminated or that the amount of benefits suspended be modified. Section B: Domestic Proceedings and Private Commercial Dispute Settlement Article 24.15: Referrals of Matters from Judicial or Administrative Proceedings 1. If an issue of interpretation or application of this Agreement arises in any domestic judicial or administrative proceeding of a Party that a Party considers would merit its intervention, or if a court or administrative body solicits the views of a Party, that Party shall notify the other Party. The Joint Committee, established under Article 23.1 (Administrative and Institutional Provisions – Establishment of the Joint Committee), shall endeavour to decide on an appropriate response as expeditiously as possible. 2. The Party in whose territory the court oradministrative body is located shall submit any agreed interpretation of the Joint Committee to the court or administrative body in accordance with the rules of that forum. 3. If the Joint Committee is unable to agree, a Party may submit its own views to the court or administrative body in accordance with the rules of that forum. Article 24.16: Private Rights A Party shall not provide for a right of action under its domestic law against the other Party on the ground that the other Party has failed to conform with one of its obligations under this Agreement. Article 24.17: Alternative Dispute Resolution 1. Each Party shall, to themaximum extent possible, encourageand facilitate the use of arbitration and other means of alternative dispute resolution for the settlement of international commercial disputes between private parties in the free trade area. 2. To this end, each Party shall provide appropriate procedures to ensure observance of agreements to arbitrate and for the recognition and enforcement of arbitral awards in those disputes. 3. A Party shall be deemed to be in compliance with paragraph 2 if it is a party to and is in compliance with the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958. ANNEX 24-A RULES OF PROCEDURE FOR MEDIATION Article 1: Application The following rules of procedure shall apply to mediation under Article 24.6 (Good Offices, Conciliation, and Mediation) of this Chapter, unless the Parties decide otherwise. These rules aim to facilitate the finding of a mutually satisfactory resolution through a detailed and expeditious mediation procedure. Section A:Mediation Proceeding Article 2: Initiation of the Proceeding 1. A Party may at any timerequest in writing that the other Party enter into a mediation proceeding regarding any matter referred in Article 24.3 (Scope and Coverage) of this Chapter. The request shall be sufficiently detailed to present clearly the concerns of the requesting Party and shall: (a) identify the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage); (b) provide a statement of the adverse effects that the requesting Party believes the measure, proposed measure, or other matter has, or will have, on trade or investment between the Parties; and (c) explain how the requesting Party considers that those effects are linked to the measure, proposed measure, or other matter. 2. Consultations are not required before initiating a mediation proceeding. However, a Party should normally avail itself of the provisions in Articles 24.2 (Cooperation) and 24.5 (Consultations) of this Chapter before initiating a mediation proceeding. 3. A mediation proceeding shall only be initiated by mutual consent of the Parties. A Party shall give good faith consideration to a request for mediation pursuant to paragraph 1 and shall reply in writing within 10 days of the date of receipt of the request, indicating whether it consents to mediation. Article 3: Selection and Duties of the Mediator 1. If the Parties decide to initiate a mediation proceeding, the Parties shall decide on a mediator no later than 15 days after the receipt of the reply to the request for mediation, unless the Parties agree otherwise. 2. A mediator shall not be a national of either Party, unless the Parties decide otherwise. Mediators shall be chosen strictly based on objectivity, reliability, and sound judgment, and shall have expertise or experience in alternative methods of dispute resolution. 3. The mediator shall at all times conduct themselves in an impartial and transparent manner and shall comply with Article 9 of Annex 24-C (Code of Conduct). 4. The mediator shall assist the Parties in bringing clarity to the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage) of this Chapter and its possible trade effects and in finding a mutually satisfactory resolution to the problem referred to mediation. Article 4: Rules of Procedure for Mediation 1. Within 10 days after thedate of the appointment of the mediator, the requesting Party shall present, in writing, a detailed description of the problem to the mediator and to the other Party, including the operation of the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage) of this Chapter and its trade effects. Within 20 days after the date of delivery of this submission, the other Party shall provide, in writing, any comments on the description of the problem. Either Party may include in its description or comments any information that it deems relevant. 2. The mediator shall decide on the most appropriate way of bringing clarity to the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage) of this Chapter and its possible trade effects. The mediator may organise meetings between the Parties, consult the Parties jointly or individually, and provide any additional support requested by the Parties. The mediator may seek the assistance of or consult with relevant experts1 and stakeholders, after consulting with the Parties and in accordance with the terms and conditions that the Parties may decide. 3. Themediation proceedings shall take place in theterritory of the Party to which the request was addressed, or in any other location or by any other means if the Parties decide otherwise. 4. A mediator may, on agreement by the Parties, adopt supplementary rules of procedure that do not conflict with this Chapter or this Annex. Article 5: Mutually Satisfactory Resolution 1. The mediator may offer advice and propose a resolution for the consideration of the Parties. The Parties may accept or reject the proposed resolution or may agree on a different resolution. The mediator may not advise or comment on the consistency of the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage) of this Chapter. 1 A Party may not object toan expert being consultedin adispute settlement proceeding under this Chapter or under the WTO Agreement solely on thegroundthat the expert has been consulted under this paragraph. 2. The Parties shall endeavour to reach a mutually satisfactory resolution within 60 days from the appointment of the mediator. Pending a final mutually satisfactory resolution, the Parties may consider possible interim resolutions, in particular in cases of urgency referred to in Article 24.5.4 (Consultations) of this Chapter. A mutually satisfactory resolution shall include a timeframe for implementation of the resolution. 3. Mutually satisfactory resolutions shall be made publicly available, subject to the protection of any information that a Party has designated as confidential. 4. On request of the Parties, the mediator shall issue to the Parties, in writing, a draft factual report, providing a brief summary of the measure, proposed measure, or other matter at issue under Article 24.3 (Scope and Coverage) of this Chapter in the mediation proceeding, the procedure followed, and any mutually satisfactory resolution reached as the final outcome of the proceeding, including interim resolutions. The mediator shall provide the Parties 15 days to comment on the draft factual report. After considering the comments of the Parties submitted within the period, the mediator shall submit, in writing, a final factual report to the Parties within 15 days. The factual report shall not include any interpretation of this Agreement. Article 6: Terminationof Mediation Proceeding 1. The mediation proceeding shall be terminated: (a) on the date of the adoption of a mutually satisfactory resolution by the Parties; (b) by a written declaration of the mediator, after consulting with the Parties, that further efforts at mediation would be to no avail; (c) by a written declaration of a Party, after the Parties have explored mutually satisfactory resolutions in the mediation proceeding and considered any advice or proposed solutions offered by the mediator. That declaration may not be issued before the period set out in Article 5.2 of this Annex has expired; or (d) at any stage of the procedure, by mutual agreement of the Parties. 2. The duties of a mediator shall end upon the termination of mediation proceedings pursuant to paragraph 1. Section B:Implementation Article 7: Implementation of a Mutually Satisfactory Resolution 1. If the Parties agree to amutually satisfactory resolution, each Party shall implement the mutually satisfactory resolution within the agreed timeframe. 2. The implementing Party shall inform the other Party in writing of any steps taken to implement the mutually satisfactory resolution. Section C:General Provisions Article 8: Confidentiality and Relationship to Dispute Settlement 1. Unless the Parties decide otherwise, and without prejudice to Article 5.3 of this Annex, all stages of the mediation proceeding, including any advice or proposed resolution, are confidential. A Party may publicly disclose the fact that mediation is taking, or has taken, place. The obligation of confidentiality does not extend to factual information already existing in the public domain. 2. The mediation proceeding is without prejudice to the Parties’ rights and obligations in Chapter 24 (Dispute Settlement) in this Agreement or any other agreement. 3. A Party shall not rely on or introduce as evidence in other dispute settlement proceedings under this Agreement or any other agreement, nor shall a panel take into consideration: (a) positions taken by the other Party in the course of the mediation proceeding or information gathered under Article 4.2 of this Annex; (b) the fact that the other Party has indicated its willingness to accept a resolution to the matter under mediation; or (c) advice given or proposals made by the mediator. 4. A mediator may not serve as a panellist in a dispute settlement proceeding under this Agreement or under any other agreement involving the same matter for which they have been a mediator. Article 9: Time limits Any time limit referred to in this Annex may be modified by the mutual decision of the Parties. Article 10: Costs 1. Each Party shall bear its costs of participating in the mediation proceeding. 2. The Parties shall share jointly and equally the costs of organisational matters, including the remuneration and expenses of the mediator. Remuneration of the mediator shall be in accordance with that of the chair of a panel in Article 9.2 of Annex 24-B (Rules of Procedure). Article 11: Cooperation The Parties may cooperate to further develop or promote the use of alternative methods of dispute resolution under this Agreement, including the rules of procedure for mediation set out in this Annex, or under other multilateral fora, including at the WTO. ANNEX 24-B RULES OF PROCEDURE Article 1: Application The following rules of procedure are established in accordance with Article 24.10 (Rules of Procedure and Terms of Reference of Panels) of this Chapter and apply to dispute settlement proceedings under this Chapter, unless the Parties decide otherwise. Article 2: Definitions For the purposes of this Annex: adviser means a person retained by a Party to advise or assist that Party in connection with the panel proceeding; assistant means a person who, under the terms of appointment of a panellist, conducts research or provides support to a panellist; authorised person means a person who is: (a) an authorised representative of a Party designated under Appendix 24-B-2 (Authorised Persons); (b) an authorised employeeof the responsible office; (c) a panellist; (d) an assistant; or (e) an expert; authorised employee of the responsible office means an individual employed or appointed by the responsible office, including interpreters, translators, court reporters or other individuals that it retains for the purposes of a panel proceeding, who the responsible office has authorised to work on the dispute; authorised representative means: (a) an official of a Party; or (b) a legal counsel or other advisor or consultant to a Party whom the Party has authorised to act on its behalf in the course of the dispute and whose authorisation the Party has notified to the panel and to the other Party, but excludes in all circumstances an individual or an employee, officer or agent of any entity that could reasonably be expected to benefit outside of proceedings under Chapter 24 (Dispute Settlement) from the receipt of confidential information; day means a calendar day, unless otherwise specified; designated office means the office that a Party designates under Article 3 (Administration of Dispute Settlement Proceedings) of this Annex to provide administrative assistance to panels; expert means a person or body providing information or technical advice pursuant to Article 24.10.5 (Rules of Procedure and Terms of Reference of Panels) of this Chapter; legal holiday means every Saturday and Sunday and any other day officially designated by a Party as a public holiday for the purposes of this Annex, and notified to the responsible office pursuant to Article 5.1 ofthis Annex; representative means an employee of a government department or agency or of any other government entity of a Party, or any person appointed or retained by a government department or agency, or any other government entity of a Party, who represents, advises or assists that Party for the purposes of a dispute under this Chapter; and responsible office means the designated office of the responding Party. Section A:General Provisions Article 3: Administration of Dispute Settlement Proceedings 1. Each Party shall: (a) designate an office to provide administrative assistance to a panel established under Chapter 24 (Dispute Settlement); and (b) notify the other Party of the location of its designated office. 2. Each Party shall be responsible for the operation and costs of its designated office, including any costs associated with contracting a third-party service provider to fulfil the functions of the designated office. Article 4: Responsible Office The responsible office shall: (a) provide administrative assistance to the panel and any expert; (b) arrange for the payment to panellists, assistants, experts, interpreters, translators, court reporters or other individuals that it retains in a panel proceeding; (c) make available to the panellists, on confirmation of their appointment, copies of this Agreement, this Annex and Annex 24-C (Code of Conduct), and other documents relevant to the panel proceeding; (d) organise and coordinate the logistics required for hearings; (e) retain a permanent copy of the complete record of the panel proceedings; (f) release to the public the documents provided for under Articles 22.1 and 22.2 (Public Release of Documents) of this Annex, if not already released, by the time the final report of the panel is issued; and (g) act in a strictly impartial manner. Article 5: Information to be Provided to the Responsible Office 1. Each Partyshall, at theearliest possible opportunity, notify the responsible office of: (a) an e-mail address that shall be used for electronic delivery of documents; (b) a service address for delivery of documents that cannot be delivered electronically; and (c) the normal business hours of that Party’s designated office and of any public holidays on which that designated office is closed. 2. A Party shall, at the earliest possible opportunity, advise the responsible office of any changes to the information provided in paragraph 1. Article 6: Notifications Notifications, documents and requests shall be deemed to be received on the date upon which the electronic version of them is received. Article 7: Computation of Time 1. Time periods are in calendar days unless provided otherwise. 2. When the Agreement, this Annex, or the panel requires anything to be done before or after a date or event, the time period does not include the day of that date or event. 3. If, by reason of application of this Annex, a Party receives a document on a date other than the date on which the same document is received by the other Party, the period of time that is calculated shall be calculated from the last date of receipt of that document. 4. Time periods are based on the time zone of the responsible office unless the Parties decide otherwise. Article 8: Ex Parte Contacts 1. A Party shall not communicate with the panel or individual panellists without notifying the other Party. The panel or individual panellists shall not communicate with a Party in the absence of, or without notifying, the other Party. 2. A panellist shall not discuss any aspect of the subject matter of the proceeding with a Party in the absence of the other panellists. 3. A panellist shall not meet or have discussions concerning any matter under consideration by the panel with an expert in the absence of representatives of both Parties. 4. An expert shall not communicate with a Party in the absence of, or without notifying, the other Party. Article 9: Remuneration and Payment of Expenses 1. The Parties shall bear equally the remuneration and expenses of panellists, assistants, and experts and all administrative expenses of the panel. 2. Unless the Parties decide otherwise, remuneration for panellists shall be paid at the rate for non-governmental panellists used by the WTO on the date a Party makes a written request for the establishment of a panel under Article 24.7 (Request for the Establishment of a Panel) of this Chapter. 3. Each panellist may hire one assistant to provide research, translation, or interpretation support, unless a panellist requires an additional assistant and the Parties decide that, due to exceptional circumstances, the panellist should be permitted to hire an additional assistant. Each assistant shall be paid at a rate of one-fifth the rate for a panellist. 4. If a panel decides to seek information or technical advice pursuant to Article 24.10.5 (Rules of Procedure and Terms of Reference of Panels) of this Chapter, and the Parties agree that an expert is to receive remuneration and expenses for providing the information or advice, the amount and details of the remuneration and expenses shall be determined by the Parties in accordance with WTO standards. 5. The expenses authorised under a panel proceeding shall be as follows: (a) travel expenses: include the transportation costs of the panellists and assistants, their accommodations and meals, as well as related taxes and insurance. Travel arrangements shall be made and travel expenses reimbursed, in accordance with the administrative guidelines applied by the responsible office; and (b) administrative expenses: include, among others, telephone calls, courier services, fax, stationery, rent of locations used for hearings and deliberations, interpreter services, court reporters or any other person or service contracted by the responsible office to support the proceeding. 6. Each panellist and assistant shall keep a record and render a final account of his or her time and expenses to the responsible office, and the panel shall keep a record and render a final account to the responsible office of all expenses. Each panellist and assistant shall submit this account, including relevant supporting documentation, such as invoices, consistent with the administrative guidelines of the responsible office. A panellist or assistant may submit requests for payment of remuneration or reimbursement for expenses during the proceeding. 7. All requests for payment shall be subject to review by the responsible office. The responsible office shall make payments for the remuneration of panellists and assistants and for expenses, consistent with the administrative guidelines applied by the responsible office, using resources provided equally by the Parties, and in coordination with the Parties. This Annex does not oblige a responsible office to pay any remuneration or expense in connection with a panel proceeding prior to receiving the contributions of the Parties. 8. The responsible office shall submit to the Parties a final report on payments made in connection with a dispute. On request of a Party, the responsible office shall submit to the Parties a report of payments made to date at any time during the panel proceedings. 9. In case of resignation orremoval of a panellist or assistant, or if the Parties reach a mutually satisfactory resolution or the complaining Party withdraws its request for establishment of a panel, the responsible office will make payment of the remuneration and expenses owed, using resources provided equally by the Parties, on submission of the panellist’s or assistant’s final account of time or expenses, following the procedures in paragraph 6. Section B:Dispute Settlement Article 10: Procedures to Select Chair by Lot 1. Unless the Parties agree otherwise, the following procedures shall apply for the purposes of selecting a chair by lot pursuant to Article 24.8.3 (Panel Composition) of this Chapter: (a) The host Party shall be the complaining Party. (b) The host Party shall give the responding Party at least five days advance notice of the date of the selection and the place at which the selection will take place, and shall invite a representative of the responding Party to be present. Unless the Parties agree otherwise, the selection shall take place in the capital of the host Party. (c) The host Party shall prepare acontainer with sealable envelopes, with each envelope containing the names of the candidates proposed by the Parties pursuant to Article 24.8.2 (Panel Composition) of this Chapter. There shall be one envelope corresponding to each candidate, which shall be verified by the responding Party and then sealed prior to the random selection. (d) A representative of the responding Party shall remove from the container one envelope, randomly and without being able to discern the identity of the candidate to whom the envelope corresponds until the envelope is unsealed and opened. (e) The candidate to whom the envelope corresponds shall be the chair. 2. If, following notification under subparagraph 1(b), no representative of the responding Party is present at the appointed place and time for the random selection, or if that representative is present but refuses to remove an envelope under subparagraph 1(d), the host Party may conduct the random selection by itself. Article 11: Terms of Reference 1. If the Parties decide on the terms of reference under Article 24.10.3 (Rules of Procedure and Terms of Reference of Panels) of this Chapter, within 15 days after the date of the establishment of the panel, the complaining Party shall promptly deliver those terms of reference to the responsible office. The responsible office shall deliver them by the most expeditious means practicable to the panel on the appointment of the last panellist. 2. If the Parties have not decided on the terms of reference within 15 days after the date of the establishment of the panel, the complaining Party may notify the responsible office. On receipt of that notification, the responsible office shall deliver by the most expeditious means practicable the terms of reference set out in Article 24.10.3 (Rules of Procedure and Terms of Reference of Panels) of this Chapter to the panel on appointment of the last panellist. Article 12: Procedures for Submitting Documents 1. A Party shall submit all documents relating to a dispute by e-mail or other electronic means to the panel through the responsible office. A Party submitting a document to the panel shall deliver a copy of the document by e-mail or other electronic means to the responsible office and, on the same day, to the other Party. 2. If it is not possible to deliver a document (or any part thereof, including any exhibit) in electronic form in accordance with paragraph 1, the Party submitting the document shall advise the responsible office and the other Party of its inability to do so. That Party shall deliver the document by the most expeditious means practicable to the responsible office and to the other Party. 3. When the responsible office receives a document submitted by a Party, the responsible office shall distribute by e-mail or other electronic means a copy of the document to the panel on the same day. If it is not possible to deliver the document by e-mail or other electronic means, the responsible office shall deliver the document to the panel by the most expeditious means practicable. 4. A document delivered by electronic means must be in searchable format. If that is not feasible at the time that document is delivered, the relevant Party shall file a searchable version as soon as possible unless it is not technically possible to do so. 5. A Party may at any timecorrect minor errors of aclerical nature in any written submission or other document related to the panel proceeding by delivering a new document clearly indicating the changes. Any difference of views as to whether the correction is of a clerical nature shall be resolved by the panel in consultation with the Parties. 6. If the last day for delivery of a document falls on a legal holiday observed by a Party or on any other day on which the government offices of that Party are closed by order of the government or by force majeure, the document may be delivered on the next business day. When a time frame for submission of a document is extended in accordance with this Annex, all subsequent time frames provided for in this Annex shall be extended by the amount of time that the time frame was extended. 7. When a Party delivers adocument to the responsible office, the responsible office shall provide that Party with a confirmation of receipt, indicating the title of the document and the date of receipt. 8. If an original version of an exhibit is not in English, the Party submitting the exhibit shall provide the exhibit in its original language together with an English translation. 9. The Parties, with the assistance of theresponsible office, shall endeavor to use a common electronic platform for electronic filing of submissions. 10. No document may beconsidered as having been submitted to the panel unless it is submitted to the panel through the responsible office in accordance with this Article. Article 13: Written Submissions by a Party 1. Thecomplaining Party shall submitits initial written submission to the responsible office no later than 15 days after the date on which the last panellist is appointed. 2. No later than 10 days after the last panelist is appointed, and after consulting the Parties, the panel shallissueatimetableforthe proceeding thatnormally shallprovidefor: (a) submission of the initial written submission of theresponding Party no later than 31 days after the date on which the initial written submission of the complaining Party is due; (b) submission of any written rebuttal submission of the complaining Party no later than 21 days after the date set for submission of the initial written submission of the responding Party; (c) submission of any written rebuttal submission of the responding Party no later than 21 days after the date set for submission of the written rebuttal submission of the complaining Party; (d) a hearing no later than 14 days after the date set for submission of the written rebuttal submission of the responding Party; (e) delivery to the Parties of written questions, if any, from the panel within three days of the last day of the hearing; (f) with the agreement of the panel, submission of a Party’s supplementary written submission responding to any matter that arose during the hearing, along with responses to written questions, if any, from the panel, within 10 days of the last day of the hearing; and (g) submission of a Party’s comments on any supplementary written submission or any responses to written questions by the other Party within 17 days of the last day of the hearing. 3. In establishing the dates for submissions or for the hearing, the panel shall comply with Article 12.6 of this Annex. 4. The initial written submission shall state clearly the complaining Party’s claim, including the identification of the measures at issue and the legal basis for the complaint, and shall also include a statement of the relevant facts and circumstances. 5. The initial written submission of the responding Party shall state the facts and arguments of the responding Party upon which its defense is based. 6. The initial written submission of a Party shall include all evidence a Party intends to rely on in support of the factual and legal arguments it advances, including any expert or technical advice. The Parties shall only submitadditional factual evidence when necessary for purposes of rebuttals, answers to questions, or comments to answers provided by the other Party. The panel may grant exceptions to this rule upon good cause being shown. Article 14: Written Submission by a Non-Governmental Entity 1. Each Party shall, no later than 14 days after the date of the establishment of the panel, make public: (a) the establishment of the panel; (b) the opportunity for non-governmental entities in each Party’s territory to submit requests to provide written views in the dispute; and (c) the procedures and requirements for making those submissions, consistent with this Annex. 2. A panel may, on application made by a non-governmental entity in each Party’s territory, grant leave to that non-governmental entity to file a written submission that may assist the panel in evaluating the submissions and arguments of the Parties. 3. The application for leave shall: (a) contain a description of the non-governmental entity, including, as applicable, a statement of its nationality or place of establishment, membership, sources of financing, legal status, and the nature of its activities; (b) identify the specific issues of fact and law the non-governmental entity will address in its submission; (c) explain how the non-governmental entity’s submission would assist the panel in determining the factual or legal issue related to the dispute by bringing a perspective, particular knowledge, or insight that is different from that of the Parties and why its views would be unlikely to repeat legal and factual arguments that a Party has made or is expected to make; (d) contain a statement disclosing: (i) whether the non-governmental entity has or had any relationship, directly or indirectly, with a Party; (ii) whether the non-governmental entity received or will receive assistance, financial or otherwise, in the preparation of its application for leave or its submission; and (iii) if the non-governmental entity has received assistance referred to in sub-subparagraph (ii), the Party or person providing the assistance and the nature of that assistance; (e) be made in writing, dated and signed by an official of the non.governmental entity, and include the address and other contact details of the official; (f) be no longer than 5 pages; (g) be made in English; and (h) be delivered to theresponsible office. 4. The responsible office shall promptly provide any request to the panel and each Party and make the request available to the public. 5. The panel shall set a reasonable date by which the Parties may comment on the application for leave. 6. The panel shall decide within 14 days after the date of its receipt of the request whether to grant the non-governmental entity leave to submit a written submission in whole or in part. In making its decision to grant leave, the panel shall take into account the requirements in paragraph 3 and any views by the Parties on the application for leave. 7. A panel shall set the date for delivery of the non-governmental entity’s written submission, and the date for delivery of any responses to that submission by the Parties. 8. The submission of the non-governmental entity must: (a) be dated and signed by arepresentative of the non-governmental entity; (b) be no longer than 10 pages, including any appendices; (c) address only the issues of fact and law that the non-governmental entity described in its application for leave, subject to any further limitations imposed by the panel in its granting of leave; and (d) be made in English; and (e) be delivered to theresponsible office. 9. Notwithstanding paragraphs 3(g) and 8(d), a non-government entity may apply for leave or provide a submission in any language together with an English translation. 10. A panel is not required to address in its report any issue raised in a written submission by a non-governmental entity. 11. The responsible office shall make written submissions by non-governmental entities public as soon as possible after they are submitted to the panel and at the latest by the time the final report is issued. Article 15: Operation of a Panel 1. Unless the Parties decide otherwise, the Parties and the panel shall meet within seven days of the date on which the last panellist is appointed in order to consult on the timetable for the proceedings and determine any other matter that the Parties or the panel deem appropriate. The panellists and representatives of the Parties may take part in this meeting by telephone, video conference, or other electronic means. 2. No later than 10 days after the last panelist is appointed, and after consulting the Parties, the panel shall issue a timetable for the proceeding. 3. The chair of the panel shall preside at all of its meetings. A panel may delegate to the chair authority to make administrative and procedural decisions. These decisions shall be notified to the other panellists and, where appropriate, to the Parties. 4. The panel may conduct its business by any appropriate means, including by telephone, video conference or other electronic means. 5. The panel may hear witnesses only in the presence of representatives to the Parties. 6. The deliberations of thepanel shall be confidential. Only panellists may take part in the deliberations of the panel. The panel may permit assistants, interpreters, or translators to be present during those deliberations if the panel determines they are necessary. 7. The drafting of any ruling shall remain the exclusive responsibility of the panel and shall not be delegated. 8. A panel may, on request of a Party or on its own initiative, adopt supplementary rules of procedure that do not conflict with this Chapter or this Annex. The panel shall obtain agreement from the Parties before adopting any supplementary rules of procedure. Article 16: Burden of Proof 1. A Party asserting that a measure of the other Party is inconsistent with this Agreement, or that the other Party has failed to carry out its obligations under this agreement, shall have the burden of establishing that inconsistency or failure. In cases where the responding Party declines to participate in the panel proceeding, the panel shall only find that the complaining Party has satisfied its burden if the complaining Party establishes a prima facie case of such inconsistency or failure to carry out its obligations. 2. A Party asserting that a measure is subject to an exception or affirmativedefence under this Agreement shall have the burden of establishing that the exception or defence applies. Article 17: Rules of Evidence 1. The panel may request, on its own initiative or at the request of a Party, that a Party make available documents or other information relevant to the dispute and may take a failure to comply with this request and any of the reasons given for this failure into account in its panel report. 2. The Parties may, in a manner that is consistent with the procedures established by the panel, submit witness testimony in person or via declaration, affidavit, report, teleconference, or videoconference. 3. The other Party shall have the opportunity to rebut or test the veracity of testimony or evidence. The panel has the right to test the veracity of testimony or evidence. 4. In appropriate circumstances, a Party may submit anonymous testimony and redacted evidence. The Party submitting anonymous testimony may disclose exclusively to the panel the source of the anonymous testimony and redacted evidence on its own initiative or at the request of the panel, provided that the panel takes appropriate steps to safeguard the identity of the witness. 5. No later than 30 days before the date of the hearing, the Parties may submit to the panel an agreed statement of facts that the Parties consider are not in dispute. If an agreed statement of facts is submitted, the panel shall accept the facts stipulated by the Parties. Article 18: Hearings 1. The Parties shall havea right to at least one hearing before the panel. 2. The chair of the panel shall fix the date and time of the initial hearing and any subsequent hearings in consultation with the Parties and the panellists, and then notify the responsible office in writing of those dates and times. This information shall be made publicly available by the responsible office. 3. Unless the Parties decide otherwise, the location of hearings shall alternate between the capitals of the Parties with the first hearing to take place in the capital of the responding Party. 4. All panellists shall be present during the entirety of any hearings. Where a replacement panellist has been selected by the Parties after the initial hearing has been held, the panel shall hold a new hearing if a Party requests it and after consultation with the other Party, or if the panel considers a new hearing to be appropriate. The new hearing can be limited to particular issues. 5. No later than five days before the date ofa hearing, each Party shall deliver to the responsible office and the other Party a list of the names of those persons who will make oral arguments, presentations, or provide witness testimony at the hearing on behalf of that Party and of other representatives or advisers who will be attending the hearing. 6. The panel shall conduct the hearing in thefollowing manner, ensuring that the complaining Party and the responding Party are afforded equal time: Argument – (a) Argument of the complaining Party; (b) Argument of the responding Party; Rebuttal Argument – (c) Reply of the complaining Party; (d) Counter-reply of the responding Party; Closing Statement – (e) Closing statement of the complaining Party; and (f) Closing statement of the responding Party. 7. The panel may direct questions to a Party at any time during a hearing. 8. Unless the Parties decide otherwise, hearings shall be open to the public, except as necessary to protect information designated by a Party for confidential treatment. Hearings shall be held in closed session for the duration of any discussion of information designated as confidential. Only authorised persons may attend a portion of the hearing that is closed. 9. A Party that wishes to submit or discuss confidential information during a hearing shall provide prior notice to the panel, the other Party, and the responsible office. 10. The responsible office shall arrange fora transcript of each hearing to be prepared and shall, as soon as possible after it is prepared, deliver a copy of the transcript to each Party and the panel. The Parties may propose corrections to the transcript no later than 21 days from its delivery. In case of disagreement, the Parties shall seek guidance from the panel. Article 19: Information and Technical Advice 1. If a panel decides to seek information or technical advice under Article 24.10.5 (Rules of Procedure and Terms of Reference of Panels) of this Chapter, it shall notify the Parties of its intent at the earliest possible time and no later than 15 days after the last day of the hearing. 2. If a Party considers that a panel should seek information or technical advice under Article 24.10.5 (Rules of Procedure and Terms of Reference of Panels) of this Chapter, it shall notify the panel at the earliest possible time and no later than 15 days after the last day of the hearing. 3. No later than 15 days after the date of the request under paragraph 1 or 2, the panel shall consult the Parties to seek their views on the scope of the request for information or technical advice, and from which person or body the information or technical advice should be sought. 4. No later than five days after the selection of a person or body under paragraph 3, the panel shall circulate the draft terms and conditions of the request for information or technical advice and provide the Parties with seven days to comment on that draft. 5. No later than 15 days after the selection of the person or body under paragraph 3, the Parties, in consultation with the panel, shall agree on the terms and conditions of the request for information or technical advice. 6. The panel shall deliver acopy of the request for information or technical advice to the responsible office which, in turn, shall deliver copies by electronic means to the Parties and to the person or body selected under paragraph 3. The responsible office shall make the request available to the public, subject to the protection of any confidential information. 7. The expert selected under paragraph 4 shall deliver the information or technical advice to the responsible office on the date decided by the panel and the Parties, which normally shall be within 30 days after the receipt of the panel’s request. 8. The responsible office shall deliver the information or technical advice to the panel and the Parties by electronic means, and shall make it available to the public, subject to the protection of confidential information. The panel shall establish a date for the Parties to provide comments on the information or technical advice. That date shall normally be within 14 days after the date of delivery of the information or technical advice. 9. If a notification is madeunder paragraph 1 or 2, any time period applicable to the panel proceeding shall be suspended for a period beginning on the date of the notification and ending on the date of delivery of the comments on the information or technical advice under paragraph 8, or on any other date that the panel provide after consultations with the Parties. 10. If the information or technical advice is delivered before the hearing is held, the panel may request, at the request of a Party, or on its own initiative, that the expert attend the hearing in order to provide an opportunity for the panel and the Parties to ask questions regarding the information or technical advice delivered by that expert. If the information or technical advice is delivered after the hearing is held, the panel may arrange, at the request of a Party, or on its own initiative, a hearing, including through a teleconference or videoconference, in order to provide the opportunity for the panel and the Parties to ask questions regarding the information or technical advice delivered by that expert. Article 20: Review of Compliance and Suspension of Benefits 1. If a Party requests that apanel be reconvened pursuant to Article 24.14 (Review of Compliance and Suspension of Benefits) of this Chapter, the responsible office shall promptly notify the panellists. If a panellist is unavailable, the Parties shall select a new panellist in accordance with Article 24.8.4 (Panel Composition) of this Chapter. The responsible office shall promptly notify the Parties that the panel has been reconvened or that a new panellist has been selected. The panel is reconvened when all panellists are confirmed to be available. 2. This Annex applies to a panel established under Article 24.14 (Review of Compliance and Suspension of Benefits) of this Chapter except that: (a) the Party that requests the establishment of the panel shall deliver its initial written submission to the responsible office within seven days after the date on which the panel is reconvened; (b) the complaining Party shall deliver its written rebuttal submission to the responsible office within 21 days after the date of delivery of the initial written submission; (c) the panel shall fix the time limit for delivering any further written submissions so as to provide each Party with the opportunity to make an equal number of written submissions subject to the time limits for panel proceedings set out in this Agreement and this Annex; and (d) the panel may decide not to convene a hearing unless a Party requests a hearing. Article 21: Treatment of Confidential Information 1. This Article and Appendix 24-B-1 (Confidential Information) apply to information that a Party or expert submits during a panel proceeding and designates as confidential. However, they do not apply to a Party or expert with respect to confidential information first submitted by itself, including in derivative form. 2. Each Party, designated office and authorised person in connection with the panel proceedings shall treat as confidential the information that the submitting Party or expert has designated as confidential information in accordance with Appendix 24-B-1 (Confidential Information). This Annex does not preclude a Party from disclosing its own information to the public. 3. After consulting the Parties, the panel may establish any additional procedure that it considers necessary to protect confidential information. Article 22: Public Release of Documents 1. A Party making a request or issuing a notification under Article 24.5 (Consultations) or Article 24.7 (Request for the Establishment of a Panel) of this Chapter shall make available a copy of the request or notification to the public no later than seven days after it delivers that request or notification. 2. Subject to the designation of information as confidential, each Party shall make available to the public a public version of its written submissions as soon as possible after those documents are submitted to the panel, and at the latest by the time the final report is issued. 3. If the Party required to make available a document publicly under paragraphs 1 and 2 has not done so at the end of the required period, at the direction of the other Party, its designated office or the responsible office shall make available the document publicly. Before those documents are made available to the public, they shall be redacted to remove any information designated for confidential treatment by a Party pursuant to Appendix 24-B-1 (Confidential Information). 4. A Party shall not publicly disclose the content of an interim panel report presented to the Parties under Article 24.11 (Panel Report) of this Chapter or the content of any comments made on an interim panel report. 5. To the extent it considers necessary to protect confidential information, a Party may designate any factual information it includes in a written submission that is not in the public domain as confidential under Appendix 24-B-1 (Confidential Information). To the extent possible, confidential information should be contained in an exhibit or annex to the submission. Each Party shall exercise the utmost restraint in designating information as confidential. 6. If a Party designates information contained in a document as confidential, it shall also prepare and deliver a redacted non-confidential version of the document no later than 10 days after the date of submission of the document that contained the confidential information. 7. If a Party redacts confidential information, the non-confidential version of the document shall indicate clearly each place that the information has been redacted. 8. No later than 15 days after the issuance of the final report, and after taking any steps to protect confidential information, the Parties through the responsible office shall make the final report available to the public. APPENDIX 24-B-1 CONFIDENTIAL INFORMATION 1. A Party or expert shall identify confidential information by: (a) clearly marking information recorded in paper and electronic records with the notation “CONFIDENTIAL INFORMATION” on the cover page of the record, including the timeframe during which the information shall be kept confidential, and on each page where confidential information appears, and by enclosing the confidential information in double square brackets; (b) clearly marking information recorded in an electronic file which is used to store an electronic record, with the notation “CONFIDENTIAL INFORMATION” in the name of the electronic file and in any electronic transmission of the information and clearly indicating the confidential information where it appears in the electronic record that is stored on the electronic file as described in subparagraph (a); and (c) declaring spoken information to be “confidential information” prior to its disclosure. 2. If a Party submits confidential information first submitted by the other Party, it shall identify that information as confidential information by: (a) clearly marking the information pursuant to paragraph 1(a) and (b); and with the name of the Party that first submitted the information on the cover page; and (b) prior to its disclosure, declaring spoken information to be “confidential information” and identifying the Party that first submitted the information. 3. Only authorised persons designated under Appendix 24-B-2 (Authorised Persons) may view or hear confidential information. No authorised person who views or hears confidential information may disclose it or allow it to be disclosed to any other person except authorised persons. 4. An authorised person shall take all necessary precautions to safeguard confidential information when a record containing the information is in use or being stored. 5. Authorised persons who view or hear confidential information shall use that information only for the purposes of the panel proceedings. 6. The panel shall not disclose confidential information in its report but may state conclusions drawn from that information. 7. After the conclusion of the panel proceeding, each Party shall, in a manner consistent with its law: (a) destroy any record provided by another Party containing the confidential information and promptly notify the panel and the other Party when the confidential information has been destroyed; (b) return any record containing confidential information to the Party that submitted the information, unless the Party that first submitted the confidential information decides otherwise, and promptly notify the panel and the other Party when the confidential information has been returned; or (c) maintain the confidentiality of any record containing confidential information. 8. The panel may, at the request of the Parties, or with the consent of the Parties, modify or waive any part of the procedures set out in this Appendix for treatment of confidential information. In that case, each authorised person must sign and submit to the panel a modified Declaration of Non-Disclosure, as appropriate. APPENDIX 24-B-2 AUTHORISED PERSONS 1. Each Party shall submit to the panel and the other Party a list of its authorised representatives who need access to confidential information submitted by a Party and whom it wishes to have the panel designate as authorised persons. 2. The responsible office shall submit to the panel and the Parties a list of the authorised employees of the responsible office who need access to confidential information in the panel proceeding and whom it wishes to have the panel designate as authorised persons. 3. Each Party and the responsible office shall keep the number of persons on its list as limited as possible and may each submit amendments to its list at any time. A Party or the responsible office may submit a modification to its list at any time. 4. In no circumstances shall a Party or the responsible office nominate as an authorised person any person, or any employee, officer or agent of any entity, who could reasonably be expected to benefit outside of panel proceedings under Chapter 24 (Dispute Settlement) from the receipt of confidential information. 5. A Party may object to the designation by the panel of a person as an authorised person within seven days after the date of receipt of the list or amendments to the list, or within seven days of becoming aware of information that would establish a violation of the Code of Conduct. Within seven days after the date of receipt of an objection, the panel shall decide on the objection, having regard to any potential harm arising from the designation to the interests of the owners or sources of confidential information. 6. If the panel designates aperson as an authorised person after a Party makes an objection, confidential information may not be disclosed to that authorised person until the Party submitting the information has had a reasonable opportunity to: (a) withdraw the information, in which case the panel shall return any record containing the information to the Party submitting it and each Party shall, in a manner consistent with its law, either: (i) destroy any record containing the information, or (ii) return that record to the Party submitting the information; or (b) withdraw the designation of the information as confidential information. 7. Subject to any decision on an objection to designate a person as an authorised person, the panel shall designate the persons on the lists submitted under paragraphs 1 and 2 as authorised persons for the dispute. Each authorised person must sign and submit to the panel the Declaration of Non-Disclosure set out in Appendix 24-B-3 (Declaration of Non-Disclosure). APPENDIX 24-B-3 DECLARATION OF NON-DISCLOSURE 1. Iacknowledge having received acopy of Annex 24-B (Rules of Procedure) governing the treatment of confidential information (the “Rules of Procedures”). 2. I acknowledge having read and understood the Rules of Procedures. 3. Iagree to be bound by, and to adhere to, the Rules of Procedures and, accordingly, without limitation, to treat confidentially all confidential information that I may view or hear from time to time in accordance with the Rules of Procedures and to use that information solely for purposes of the panel proceedings. Executed on this _____ day of ______________, 20___. By: (Name) (Signature) ANNEX 24-C CODE OF CONDUCT Article 1: Application The Parties place prime importance on the integrity and impartiality of proceedings conducted under Chapter 24 (Dispute Settlement). This Annex is established in furtherance of Article 24.9 (Qualifications of Panellists) of this Chapter to ensure that these principles are respected. Article 2: Definitions For the purposes of this Annex: assistant means a person who, under the terms of appointment of a panellist, conducts research or provides support to a panellist; candidate means an individual who is under consideration for appointment as a panellist pursuant to Article 24.8 (Panel Composition) of this Chapter; expert means a person or body providing information or technical advice pursuant to Article 24.10.5 (Rules of Procedure and Terms of Reference of Panels) of this Chapter; family member means the spouse of a candidate or panellist; or a parent, child, grandparent, grandchild, sister, brother, aunt, uncle, niece, or nephew of the candidate or panellist or spouse of the candidate or panellist, including whole and half blood relatives and step relatives; or the spouse of that individual. A family member also includes any resident of a candidate’s or panellist’s household whom the candidate or panellist treats as a member of their family; panellist means a member of a panel established under Article 24.7 (Request for the Establishment of a Panel) of this Chapter; and staff means a person under the employment, direction and control of a panellist, other than an assistant. Article 3: Responsibilities to the Process Each candidate, panellist and former panellist 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 process is preserved. Article 4: Disclosure Obligation 1. Prior to confirmation of their appointment as a panellist under Article 24.8 (Panel Composition) of this Chapter, acandidate shall disclose any interest, relationship, or matter that is likely to affect the candidate’s independence or impartiality or that might reasonably create an appearance of impropriety or an apprehension of bias in the proceeding. An appearance of impropriety or an apprehension of bias is created where a reasonable person, with knowledge of all the relevant circumstances that a reasonable inquiry would disclose, would conclude that a candidate’s or panellist’s ability to carry out the duties with integrity, impartiality, and competence is impaired. 2. A candidate shall make all reasonable efforts to become aware of and to identify any interests, relationships, and matters referred to in paragraph 1, and shall complete and submit to the Parties the Undertaking and Initial Disclosure Statement set out in Appendix 24-C-1 (Undertaking and Initial Disclosure Statement). To this end, the Party nominating the candidate shall provide the candidate with a copy of this Annex and Appendix 24-C-1 (Undertaking and Initial Disclosure Statement). The candidate shall submit the Undertaking and Initial Disclosure Statement to the Parties no later than seven days after the date on which they receive the documents from the nominating Party. 3. Without limiting the generality of the disclosure requirement in paragraph 1, a candidate shall disclose the following interests, relationships, and matters: (a) any financial interest of the candidate in: (i) the proceeding or in its outcome, and (ii) an administrative proceeding, a domestic judicial proceeding, or another international dispute settlement proceeding that involves issues that may be decided in the proceeding for which the candidate is under consideration; (b) any financial interest of the candidate’s employer, business partner, business associate, or family member in: (i) the proceeding or in its outcome, and (ii) an administrative proceeding, a domestic judicial proceeding, or another international dispute settlement proceeding that involves issues that may be decided in the proceeding for which the candidate is under consideration; (c) any past or existing financial, business, professional, family, or social relationship of the candidate with any interested parties in the proceeding, or their counsel, or any such relationship involving a candidate’s employer, business partner, business associate, or family member; (d) any public advocacy or legal or other representation provided by the candidate concerning an issue in dispute in the proceeding or concerning a dispute involving the same good, service, investment, or government procurement that is the subject of the dispute in the proceeding; and (e) any publication by the candidate that has a direct relationship with the matter in dispute in the proceeding in which the candidate was requested to serve. 4. Once appointed, a panellist shall continue to make all reasonable efforts to become aware of and to identify any interests, relationships, or matters referred to in paragraphs 1 or 3 and shall disclose them promptly to the Parties in writing for their consideration. The obligation to disclose is a continuing duty that requires a panellist to disclose any of these interests, relationships, and matters that may arise during any stage of the proceeding. 5. In the event of any uncertainty regarding whether an interest, relationship, or matter must be disclosed, a candidate or panellist should decide in favour of disclosure. 6. The obligations to disclose referred to in paragraphs 1 to5 should not be interpreted so that the burden of detailed disclosure makes it impractical for persons in the legal or business community to serve as panellists, thereby depriving the Parties of the services of those who might be best qualified to serve as a panellist. Candidates and panellists are not called upon to disclose interests, relationships, or matters whose bearing on their role in the proceeding would be trivial. 7. This Annex does not determine whether or under what circumstances the Parties will disqualify a candidate or panellist from being appointed to, or serving as a member of, a panel on the basis of disclosures made. Article 5: Duties of Candidates and Panellists 1. A candidate or panellist shall avoid direct or indirect conflicts of interest. 2. A candidate should consider declining an appointment as a member of a panel, and a panellist should consider refusing to continue to act, if: (a) they have any doubt as to their ability to be independent or impartial; or (b) facts or circumstances exist, or have arisen since the appointment, which would create an appearance of impropriety or an apprehension of bias. 3. Once appointed, and throughout the course of theproceeding, a panellist shall: (a) perform their duties thoroughly and expeditiously; (b) avoid unnecessary expense and delay; (c) ensure that they can becontacted by the responsible office, at all reasonable times, for the purpose of conducting the work of the panel; (d) carry out all duties fairly and diligently; (e) comply with the provisions of this Chapter and Annex 24-B (Rules of Procedure); (f) not deny other panellists the opportunity to participate in all aspects of the proceeding; (g) consider only those issues raised in the proceedings and necessary to make a decision; (h) take all reasonable steps to ensure that theirassistants and staff comply with Articles 3 (Responsibilities to the Process), 4 (Disclosure Obligation), 5 (Duties of Candidates and Panellists), 6 (Independence and Impartiality of Panellists), 7 (Duties in Certain Situations) and 8 (Confidentiality) of this Annex. Article 6: Independence and Impartiality of Panellists 1. A panellist shall be independent and impartial. A panellist shall act in a fair manner and shall avoid creating an appearance of impropriety or an apprehension of bias. 2. Paragraph 1 includes the obligation not to: (a) be influenced by self-interest, outside pressure, political considerations, public clamor, loyalty to a Party, or fear of criticism; (b) directly or indirectly, incur any obligation or accept any benefit that would in any way interfere, or appear to interfere, with the proper performance of their duties; (c) use their position on the panel to advance any financial or personal interests; (d) allow past or existing financial, business, professional, family, or social relationships or responsibilities to influence the panellist’s conduct or judgment; (e) enter into any relationship, or acquiring any financial interest, that is likely to affect the panellist’s independence and impartiality or that might reasonably create an appearance of impropriety or an apprehension of bias; or (f) take instructions from any organisation, government or individual regarding any matters under dispute in a proceeding under this Chapter. 3. A panellist shall avoid actions that may create the impression that others are in a special position to influence the panellist. A panellist shall make every effort to prevent or discourage others from representing themselves as being in that position. 4. If the Parties agree that an interest, relationship, or matter of acandidate or panellist is inconsistent with paragraphs 1 to3, the candidate may accept appointment to a panel and a panellist may continue to serve on a panel if the Parties waive the inconsistency or if, after the candidate or panellist has taken steps to ameliorate the violation, the Parties determine that the inconsistency has ceased and the Parties agree that the candidate should be appointed or the panellist should continue to serve. Article 7: Duties in Certain Situations 1. A panellist shall refrain, for the duration of any proceeding under this Chapter, from acting as counsel or party-appointed expert witness in any new or pending dispute, under this Agreement or otherinternational agreements, which directly addresses the same measure in dispute in, or arises out of the facts giving rise to, the proceeding under this Chapter. 2. A former panellist shall avoid actions that may create the appearance that the panellist was biased in carrying out their duties or would benefit from the decision of the panel or committee. Article 8: Confidentiality 1. A panellist or former panellist shall not at any time disclose or useany non-public information concerning a proceeding or acquired during a proceeding except for the purposes of that proceeding and shall not, in any case, disclose or use that information to gain personal advantage or advantage for others or to affect adversely the interest of others. 2. A panellist shall not disclose a panel report or parts thereof prior to its public release by the responsible office under Article 22.8 (Public Release of Documents) of Annex 24-B. 3. A panellist or former panellist shall not disclose the deliberations of a panel, or the views of any member of the panel. 4. A panellist shall not make a public statement regarding the merits of a pending proceeding. Article 9: Responsibilities of Experts, Assistants, and Staff Articles 3 (Responsibilities to the Process), 4 (Disclosure Obligations), 5 (Duties of Candidates and Panellist), 6 (Independence and Impartiality of Panellists), 7 (Duties in Certain Situations) and 8 (Confidentiality) of this Annex shall also apply to mediators, experts, assistants, and staff. APPENDIX 24-C-1 UNDERTAKING AND INITIAL DISCLOSURE STATEMENT 1. By means of this Undertaking and Initial Disclosure Statement, I accept the nomination to serve as a panellist under Chapter 24 (Dispute Settlement) of the Canada-Indonesia Comprehensive Economic Partnership Agreement. If my appointment as a panellist is confirmed, I undertake to act in accordance with Chapter 24 (Dispute Settlement), including Annex 24-B (Rules of Procedure) and Annex 24-C (Code of Conduct). 2. I acknowledge having received a copy of the Code of Conduct set out as Annex 24-C to Chapter 24 (Dispute Settlement) of the Canada-Indonesia Comprehensive Economic Partnership Agreement. Iacknowledge having read and understood the Code of Conduct and hereby undertake to fully comply with my obligations under the Code of Conduct. 3. I understand that I havea continuing obligation, while participating in the proceeding, to disclose interests, relationships and matters that are likely to affect my independence or impartiality or that might reasonably create an appearance of impropriety or bias in the proceeding. As a part of this continuing obligation, Iam making the following initial disclosures: (a) My financial interest in the proceeding or in its outcome is as follows: (b) My financial interest in any administrative proceeding, domestic judicial proceeding or other international dispute settlement proceeding that involves issues that may be decided in the proceeding is as follows: (c) The financial interest that any employer, business partner, business associate or family member of mine may have in the proceeding or in its outcome are as follows: (d) The financial interest that any employer, business partner, business associate or family member of mine may have in any administrative proceeding, domestic judicial proceeding or other international dispute settlement proceeding that involves issues that may be decided in the proceeding are as follows: (e) My past or current financial, business, professional, family and social relationships with any interested parties in the proceeding, or their counsel, are as follows: (f) The past or current financial, business, professional, family and social relationships with any interested parties in the proceeding, or their counsel, involving any employer, business partner, business associate or family member of mine are as follows: (g) My public advocacy or legal or other representation concerning an issue in dispute in the proceeding or involving the same goods, services or investments is as follows: (h) My other interests, relationships and matters that are likely to affect my independence or impartiality, or that might reasonably create an appearance of impropriety or bias in the proceeding of the dispute settlement process and that are not disclosed in subparagraphs (a) to (g) above are as follows: Signed on this _____ day of ______________, 20____. By: (Name) (Signature)

Chapter 25. EXCEPTIONS AND GENERAL PROVISIONS

Section A:Exceptions Article 25.1: Definitions For the purposes of this Chapter: cultural industry means a person engaged in the following activities: (a) the publication, distribution, or sale of books, magazines, periodicals or newspapers in print or machine readable form but not including the sole activity of printing or typesetting any of the foregoing; (b) the production, distribution, sale or exhibition of film or video recordings; (c) the production, distribution, sale or exhibition of audio or video music recordings; (d) the publication, distribution or sale of music in print or machine readable form; or (e) radiocommunications in which the transmissions are intended for direct reception by the general public, and all radio, television and cable broadcasting undertakings and all satellite programming and broadcast network services. Article 25.2: General Exceptions 1. For the purposes of Chapter 2(National Treatment and Market Access for Goods), Chapter 3 (Rules of Origin and Origin Procedures), Chapter 4 (Customs Procedures and Trade Facilitation), Chapter 5 (Sanitary and Phytosanitary Measures), Chapter 6 (Technical Barriers to Trade), and Section B of Chapter 15 (Competition Policy and State-Owned Enterprises), Article XX of the GATT 1994, and its interpretative notes, is incorporated into and made part of this Agreement. 2. The Parties understand that: (a) the measures referred to in Article XX(b) of the GATT 1994 include environmental measures necessary to protect human, animal or plant life or health; and (b) Article XX(g) of the GATT 1994 applies to measures relating to the conservation of living and non-living exhaustible natural resources. 3. For the purposes of Chapter 8(Trade in Services), Chapter 9(Temporary Movement of Natural Persons), Chapter 11 (Telecommunications), Chapter 12 (Electronic Commerce) and Section B of Chapter 15 (Competition Policy and State-Owned Enterprises), the chapeau, as well as paragraphs (a), (b), and (c) of Article XIV of GATS are incorporated into and made part of this Agreement. 4. TheParties 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. 5. The Parties recognize that the measures under Article XX(b) or XX(g) of GATT 1994 or Article XIV(b) of the GATS: (a) include those taken by the Parties to address climate change, including those to implement their respective commitments under the UNFCCC and the Paris Agreement; and (b) may include measures taken to implement multilateral environmental agreements. 6. Nothing in this Agreement shall be construed to prevent a Party from taking action, including maintaining or increasing a customs duty, that is authorised by the Dispute Settlement Body of the WTO or is taken as a result of a decision by a dispute settlement panel under a free trade agreement to which the Party taking action and the Party against which the action is taken are party. Article 25.3: National Security This Agreement does not: (a) require either Party to furnish or allow access to information if that Party determines that the disclosure of the information would be contrary to its essential security interests; (b) prevent a Party from taking an action that it considers necessary to protect its essential security interests: (i) related 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 undertaken, and to economic activities, carried out directly or indirectly for the purpose of supplying a military or other security establishment; (ii) taken in time of war or other emergency in international relations, orrelating to the implementation of national policies or international agreements respecting the non-proliferation of biological weapons, chemical weapons, nuclear weapons, or other nuclear explosive devices; or (iii) taken to protect itscritical public infrastructure,1including critical information and communication infrastructure, financial infrastructure, energy infrastructure and water infrastructure, from deliberate attempts intended to disable, degrade or otherwise interfere with such infrastructure, or to mitigate the threat thereof; (c) prevent a Party from taking action in pursuance of its obligations under the Charter of the United Nations, done at San Francisco on 26 June 1945 for the maintenance of international peace and security. Article 25.4: Taxation 1. For the purposes of this Article: tax convention means a convention for the avoidance of double taxation or other international taxation agreement or arrangement to which Canada or Indonesia is party; and taxes and taxation measures includeexcise duties, but do not include: (a) a “customs duty” as defined in Article 2.1 (National Treatment and Market Access for Goods – Definitions); or (b) ameasure listed in subparagraphs (b), (c) and (d)of that definition. 2. Except as provided in this Article, this Agreement does not apply to taxation measures. 3. Article 2.3 (National Treatment and Market Access for Goods –National Treatment) applies to taxation measures to the same extent as does Article III of GATT 1994. 4. Subject to paragraph 9, Article 13.11 (Investment – Transfer of Funds) applies to taxation measures. However, Section D of Chapter 13 (Investment – Investor-State Dispute Settlement) does not apply to Article 13.11 (Investment – Transfer of Funds) in respect of taxation measures. 5. Subject to paragraph 9, Article 13.6 (Investment – National Treatment), Article 8.3 (Trade in Services – National Treatment), and Article 10.3 (Financial Services – National Treatment) apply to all taxation measures, other than taxation measures on income, on capital gains, on the taxable capital of corporations, on the value of an investment or property (but not on the transfer of that investment or property), or taxes on estates, inheritances, and gifts. Nothing in the Articles referred to in this paragraph applies to: (a) a non-conforming provision of any existing taxation measure; (b) the continuation or prompt renewal of a non-conforming provision of any existing taxation measure; or 1 For clarity, this includes critical publicinfrastructure whether publicly orprivatelyowned. (c) an amendment to a non-conforming provision of any existing taxation measure to the extent that the amendment does not decrease its conformity, at the time of the amendment, with any of those Articles. 6. (a) Article 13.10 (Investment – Expropriation) applies to taxation measures. However, no investor may invoke Article 13.10 (Investment – Expropriation) as the basis for a claim if it has been determined pursuant to this paragraph that the taxation measure is not an expropriation. An investor that seeks to invoke Article 13.10 (Investment – Expropriation) with respect to a taxation measure must first refer to the competent authorities of the Party of the investor and the respondent Party, at the time that it makes its request for consultations under Article 13.23 (Investment – Request for Consultations), the issue of whether that taxation measure is not an expropriation. If the competent authorities do not agree to consider the issue or, having agreed to consider it, fail to agree that the taxation measure is not an expropriation within a period of 180 days of the referral, the investor may submit its claim to arbitration under Article 13.25 (Investment – Submission of a Claim to Arbitration). (b) For the purposes of this paragraph, competent authorities means: (i) with respect to Indonesia, the Minister of Finance or his or her authorised representative; (ii) with respect to Canada, the Assistant Deputy Minister for Tax Policy, Department of Finance; or any successor of these competent authorities as notified in writing to the other Party. 7. The determination of whether a taxation measureconstitutes an expropriation requires a case-by-case, fact-based inquiry that considers all relevant factors, including the factors set out in Article 13.10(3) (Investment – Expropriation). The Parties confirm their understanding that: (a) a non-discriminatory taxation measure of a Party that is adopted and maintained in good faith does not generally constitute an expropriation. The mere introduction of new taxation measures or the imposition of taxes in more than one jurisdiction in respect of an investment, does not in and itself constitute an expropriation; (b) a taxation measure, including measures aimed at preventing the avoidance or evasion of taxes, which is consistent with internationally recognized tax policies, principles and practices, does not generally constitute an expropriation; (c) a taxation measure of general application which is applied in good faith on a non-discriminatory basis, as opposed to being targeted at investors of a particular nationality or specific individual taxpayers, is not likely to constitute an expropriation; and (d) a taxation measure which is applied in good faith on a non-discriminatory basis, does not generally constitute expropriation if, when the investment is made, it was already in force and information about the measure was made public or otherwise made publicly available. 8. Subject to paragraph 9, nothing in the Articles referred to in paragraph 5 applies to the adoption or enforcement of any taxation measure aimed at ensuring the equitable or effective imposition or collection of taxes, including any taxation measure that differentiates between persons based on their place of residence for tax purposes, provided that the taxation measure does not arbitrarily discriminate between persons, goods or services of the Parties.2 9. Nothing in this Agreement affects the rights and obligations of either Party under any tax convention. In the event of any inconsistency between this Agreement and any such tax convention, that convention shall prevail to the extent of the inconsistency. 10. Nothing in this Agreement obligesa Party to extend to the other Party thebenefit of any treatment, preference or privilege arising from any tax convention by which the Party is bound. Article 25.5: Cultural Industries This Agreement does not apply to a measure adopted or maintained by a Party with respect to a cultural industry except as specifically provided in Article 2.4 (National Treatment and Market Access for Goods – Elimination of Customs Duties on Imports). Article 25.6: Aboriginal Rights This Agreement does not prevent Canada from adopting or maintaining a measure it considers necessary to fulfill its legal obligations to Aboriginal peoples, including those recognized and affirmed by section 35 of the Constitution Act, 1982, or those set out in self-government agreements between central or regional levels of government and Aboriginal peoples. Article 25.7: World Trade Organization Waivers To the extent that there is an overlapping right or obligation in this Agreement and the WTO Agreement, a measure adopted by a Party in conformity with a waiver decision adopted by the WTO pursuant to Article IX:3 of the WTO Agreement, is deemed to be also in conformity with this Agreement. Section B:General Provisions Article 25.8: Disclosure of Information and Confidentiality 1. This Agreement does not require a Party to furnish or allow access to information, the disclosure of which would be contrary to its law, 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. 2. Unless otherwise provided in this Agreement, if a Party provides information to the other Party in accordance with this Agreement and designates the information as confidential, the Party receiving the information shall maintain the confidentiality of the information. 2 The Parties understand that this paragraph must be interpreted by referenceto the footnote to Article XIV(d) of GATS as if that Article was not restricted to services or direct taxes.

Chapter 26. FINAL PROVISIONS

Article 26.1. Annexes, Appendices, and Footnotes

The annexes, appendices, and footnotes to this Agreement constitute integral parts of this Agreement.

Article 26.2. 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 for the entry into force of the amendment, on the date agreed to by the Parties.