Article 42. Dispossession, Compensation
1. None of the Parties shall take, either de jure or de facto, measures of expropriation or nationalisation against investments of investors of another Party, unless such measures are in the public interest; non-discriminatory; carried out under due process of law; and accompanied by the payment of compensation. The amount of compensation shall be settled in a freely convertible currency and paid without delay to the person entitled thereto without regard to its residence or domicile.
2. Investors of a Party whose investments in the territory of another Party have suffered losses due to armed conflict or civil strife in the territory of the latter Party, shall benefit from treatment in accordance with Article 40 as regards restitution, indemnification, compensation or any other settlement it adopts or maintains relating to such losses.
Article 43. Domestic Regulation
Nothing in this Chapter shall be construed to prevent a Party from adopting, maintaining or enforcing any measure consistent with this Chapter that is in the public interest, such as measures to meet health, safety or environmental concerns.
Article 44. Transfers
1. Each Party shall allow payments relating to an investment in its territory of an investor of another Party to be freely transferred into and out of its territory without delay. Such transfers shall include, in particular, though not exclusively:
(a) profits, interest, dividends, capital gains, royalties and fees as well as any other amounts yielded by an investment;
(b) payments made under a contract including a loan agreement;
(c) additional amounts to maintain or increase an investment;
(d) proceeds from the sale or liquidation of all or any part of an investment; and
(e) earnings and other remuneration of personnel engaged from abroad in connection with an investment.
2. A transfer shall be deemed to have been made "without delay" if effected within such a period as is normally required for the completion of transfer formalities, including reports of currency transfers.
3. Each Party shall permit such transfers to be made in a freely convertible currency. "Freely convertible currency" means a currency that is widely traded in international foreign exchange markets and widely used in international transactions.
4. It is understood that paragraphs 1 to 3 above are without prejudice to the equitable, non-discriminatory and good faith application of laws relating to:
(a) bankruptcy, insolvency or the protection of the rights of creditors;
(b) the issuing, trading or dealing in securities;
(c) criminal or penal offences, and the recovery of proceeds of crimes;
(d) ensuring the satisfaction of judgments in adjudicatory proceedings.
5. It is also understood that paragraphs 1 to 3 above are without prejudice to obligations under tax laws or social security and public retirement schemes.
Article 45. Key Personnel
1. The Parties shall, subject to their laws and regulations relating to the entry, stay and work of natural persons, grant investors of another Party, and key personnel (executives, managers and specialists, as defined by the granting Party as "Intra- corporate transferees" in the horizontal commitments of its respective Appendix of Annex VID) who are employed by such investors or investments of such investors, temporary entry, stay and authorisation to work in their territories to engage in activities connected with the establishment, management, maintenance, use, enjoyment, expansion or disposal of relevant investments.
2. The Parties shall, subject to their laws and regulations, permit investors of another Party which have investments in their territories, and investments of such investors, to employ any key personnel of the investor's or the investment's choice regardless of nationality and citizenship provided that such key personnel has been permitted to enter, stay and work in the territory of the other Party and that the employment concerned conforms to the terms, conditions and time limits of the permission granted to such key personnel.
3. The Parties are encouraged to grant, subject to their laws and regulations, temporary entry and stay to the spouse and minor children of an investor of another Party or of key personnel employed by such investors, who has been granted temporary entry, stay and authorisation to work.
Article 46. Reservations
1. Article 40 (1), shall not apply to:
(a) any reservation that is listed by a Party in Annex XI;
(b) an amendment to a reservation covered by sub-paragraph (a) to the extent that the amendment does not decrease the conformity of the reservation with Article 40;
(c) any new reservation adopted by a Party, and incorporated into Annex XI provided that such reservation does not affect the overall level of commitments of that Party under this Chapter;
to the extent that such reservation is inconsistent with the above-mentioned Article.
2. The Parties undertake to review at least every two years the status of the reservations set out in Annex XI with a view to reducing the reservations or removing them.
3. A Party may, at any time, either upon the request of another Party or unilaterally, remove in whole or in part reservations set out in Annex XI by written notification to the other Parties.
4. A Party may, at any time, incorporate a new reservation into Annex XI in accordance with paragraph 1 (c) of this Article by written notification to the other Parties. On receiving such notification, the other Parties may request consultations regarding the reservation. On receiving the request for consultations, the Party incorporating the new reservation shall enter into consultations with the other Parties.
Article 47. Subrogation
In the event that a Party (or any agency, institution, statutory body or corporation designated by it), as a result of an indemnity it has given in respect of an investment or any part thereof, makes a payment to its own investors in respect of any of their claims under this Chapter, the other Party acknowledges that the former Party (or any agency, institution, statutory body or corporation designated by it) is entitled by virtue of subrogation to exercise the rights and assert the claims of its own investors. The subrogated rights or claims shall not be greater than the original rights or claims of such investors.
Article 48. Disputes between an Investor and a Party
1. If an investor of a Party considers that a measure applied by another Party is inconsistent with an obligation of this Chapter, thus causing loss or damage to him or his investment, he may request consultations with a view to solving the matter amicably.
2. Any such matter which has not been settled within a period of six months from the date of request for consultations may be referred to the courts or administrative tribunals of the Party concerned or, if both parties to the dispute agree, be submitted to one of the following:
a) arbitration under the Convention on the Settlement of Investment Disputes between States and Nationals of other States (the "ICSID Convention"), if this Convention is available;
b) conciliation or arbitration under the Additional Facility Rules of the International Centre for the Settlement of Investment Disputes;
c) arbitration under the Arbitration Rules of the United Nations Commission on International Trade Law.
3. A Party may conclude contractual agreements with investors of another Party giving its unconditional and irrevocable consent to the submission of all or certain types of disputes to international conciliation or arbitration in accordance with paragraph 2 above. Such agreements may be notified to the Depositary of this Agreement.
Article 49. Exceptions
The following provisions shall apply, mutatis mutandis, to this Chapter: Articles 33, 34 and 35, as well as Article 19 (e), (f) and (g).
Title V. COMPETITION
Article 50. Competition
1. The Parties recognise that certain business practices, such as anti-competitive agreements or concerted practices, and abuse of a dominant position, may restrict trade between the Parties.
2. A Party shall, at the request of another Party, enter into consultations with a view to eliminating practices referred to in paragraph 1. The Party addressed shall accord full and sympathetic consideration to such a request and shall co-operate through the supply of publicly available non-confidential information of relevance to the matter in question. Subject to its domestic law and the conclusion of a satisfactory agreement safeguarding confidentiality of information, the Party addressed shall also provide any other information available to the requesting Party.
3. No Party may have recourse to arbitration under Chapter IX with respect to matters arising under this Chapter.
Title VI. GOVERNMENT PROCUREMENT
Article 51. Scope and Coverage
1. The rights and obligations of the Parties to this Agreement in respect of public procurement shall be governed by the WTO Agreement on Government Procurement.
2. The Parties agree to co-operate in the Joint Committee with the aim of increasing the understanding of their respective public procurement systems, and achieving further liberalisation and mutual opening up of public procurement markets.
Article 52. Exchange of Information
The Parties shall exchange the names and addresses of "contact points" responsible for providing information on the rules and regulations in the field of public procurement.
Article 53. Further Negotiations
If a Party grants to a non-Party, after the entry into force of this Agreement, additional benefits with regard to the access to its public procurement markets, it shall agree to enter into negotiations with a view to extending these benefits to another Party on a reciprocal basis.
VII. PROTECTION OF INTELLECTUAL PROPERTY
Article 54. Protection of Intellectual Property
1. The Parties shall grant and ensure adequate and effective protection of intellectual property rights, and provide for measures for the enforcement of such rights against infringement thereof, counterfeiting and piracy, in accordance with the provisions of this Article, Annex XII and the international agreements referred to therein.
2. The Parties shall accord to each other's nationals treatment no less favourable than that they accord to their own nationals. Exemptions from this obligation must be in accordance with the substantive provisions of the WTO Agreement on Trade-Related Aspects of Intellectual Property Rights (hereinafter referred to as "the TRIPS Agreement"), in particular Articles 3 and 5 thereof.
3. The Parties shall accord to each other's nationals treatment no less favourable than that they accord to nationals of any other State. Exemptions from this obligation must be in accordance with the substantive provisions of the TRIPS Agreement, in particular Articles 4 and 5 thereof.
4. The Parties agree, upon request of any Party to the Joint Committee and subject to its consensus, to review the provisions on the protection of intellectual property rights contained in the present Article and in Annex XII, with a view to further improving the levels of protection and to avoiding or remedying trade distortions caused by actual levels of protection of intellectual property rights.
Title VIII. INSTITUTIONAL PROVISIONS
Article 55. The Joint Committee
1. The Parties hereby establish the EFTA-Singapore Joint Committee comprising representatives of each Party. It shall be co-chaired by Ministers or by senior officials delegated by them for this purpose. (13)
2. The Joint Committee shall:
(a) supervise the implementation of this Agreement;
(b) keep under review the possibility of further removal of barriers to trade and other restrictive measures concerning commerce between the EFTA States and Singapore;
(c) oversee the further elaboration of this Agreement;
(d) supervise the work of all sub-committees and working groups established under this Agreement;
(e) endeavour to resolve disputes that may arise regarding the interpretation or application of this Agreement; and
(f) consider any other matter that may affect the operation of this Agreement.
3. The Joint Committee may decide to set up such sub-committees and working groups as it considers necessary to assist it in accomplishing its tasks. Except where specifically provided for in this Agreement, the sub-committees and working groups shall work under a mandate established by the Joint Committee.
4. The Joint Committee may take decisions as provided for in this Agreement. On other matters the Joint Committee may make recommendations.
5. The Joint Committee shall take decisions and make recommendations by consensus.
6. The Joint Committee shall meet whenever necessary but normally once every two years. The regular meetings of the Joint Committee shall be chaired jointly by one of the EFTA States and Singapore. The Joint Committee shall establish its rules of procedure.
7. Each Party may request at any time, through a notice in writing to the other Parties, that a special meeting of the Joint Committee be held. Such a meeting shall take place within 30 days of receipt of the request, unless the Parties agree otherwise.
8. The Joint Committee may decide to amend the Annexes and Appendices to this Agreement. Subject to paragraph 9, it may set a date for the entry into force of such decisions.
9. If a representative of a Party in the Joint Committee has accepted a decision subject to the fulfillment of constitutional requirements, the decision shall enter into force on the date that the last Party notifies that its internal requirements have been fulfilled, unless the decision itself specifies a later date. The Joint Committee may decide that the decision shall enter into force for those Parties that have fulfilled their internal requirements, provided that Singapore is one of those Parties. A Party may apply a decision of the Joint Committee provisionally until such decision enters into force, subject to its constitutional requirements.
Title IX. DISPUTE SETTLEMENT
Article 56. Scope and Coverage
1. The provisions of this Chapter shall apply with respect to the avoidance or the settlement of all disputes arising from this Agreement between any one or more of the EFTA States and Singapore.
2. Disputes on the same matter arising under both this Agreement and the WTO Agreement, or any agreement negotiated thereunder, to which the Parties are party, may be settled in either forum at the discretion of the complaining Party. The forum thus selected shall be used to the exclusion of the other.
3. Before a Party initiates a dispute settlement proceedings under the WTO Agreement against another Party or Parties or, vice-versa, that Party shall notify all other Parties of its intention.
Article 57. Good Offices, Conciliation or Mediation
1. Good offices, conciliation and mediation are procedures that are undertaken voluntarily if the Parties involved so agree. They may begin at any time and be terminated at any time. 2. Proceedings involving good offices, conciliation and mediation shall be confidential and without prejudice to the Parties' rights in any other proceedings.
Article 58. Consultations
1. The Parties shall at all times endeavour to agree on the interpretation and application of this Agreement, and shall make every attempt through co-operation and consultations to arrive at a mutually satisfactory resolution of any matter that might affect its operation.
2. Any one or more of the EFTA States may request in writing consultations with Singapore, and vice-versa whenever a Party considers that a measure applied by the Party or Parties to which the request is made is inconsistent with this Agreement or that any benefit accruing to it directly or indirectly under this Agreement is impaired by such measure. (14) The Party requesting consultations shall at the same time notify the other Parties in writing thereof. Consultations shall take place before the Joint Committee unless the Party or Parties making or receiving the request for consultations disagree.
3. Consultations shall be held within 30 days from the date of receipt of the request for consultations. Consultations on urgent matters, including those on perishable agricultural goods, shall commence within 15 days from the receipt of the request for consultations.
4. The Parties involved in the consultations shall provide sufficient information to enable a full examination of how the measure or other matter might affect the operation of this Agreement and treat any confidential or proprietary information exchanged in the course of consultations in the same manner as the Party providing the information.
5. The consultations shall be confidential and without prejudice to the rights of the Parties involved in any further proceedings.
6. The Parties involved in the consultations shall inform the other Parties of any mutually agreed resolution of the matter.
Article 59. Establishment of Arbitration Panel
1. If the matter has not been resolved within 60 days, or 30 days in relation to a matter of urgency, after the date of receipt of the request for consultations, it may be referred to arbitration by one or more of the Parties involved by means of a written notification addressed to the Party or Parties complained against. A copy of this notification shall also be communicated to all Parties so that each Party may determine whether to participate in the dispute.
2. Where more than one Party requests the establishment of an arbitration panel relating to the same matter, a single arbitration panel should be established to examine these complaints whenever feasible.
3. A request for arbitration shall give the reason for the complaint including the identification of the measure at issue and an indication of the legal basis of the complaint.
Article 60. Arbitration Panel
1. The arbitration panel shall comprise three members.
2. In the written notification pursuant to Article 59, the Party or the Parties referring the dispute to arbitration shall designate one member of the arbitration panel.
3. Within 15 days of the receipt of the notification referred to in paragraph 2, the Party or Parties to which it was addressed to shall designate one member of the arbitration panel.
4. The Parties to the dispute shall agree on the appointment of the third arbitrator within 30 days of the appointment of the second arbitrator. The member thus appointed shall chair the arbitration panel.
5. If all 3 members have not been designated or appointed within 45 days from the date of receipt of the notification referred to in paragraph 2, the necessary designations shall be made at the request of any Party to the dispute by the Director- General of the World Trade Organization within a further 30 days.
6. The Chair of the arbitration panel shall not be a national of any of the Parties, nor have his or her usual place of residence in the territory of any of the Parties, nor be employed or previously have been employed by any of the Parties, nor have dealt with the case in any capacity.
7. If an arbitrator dies, withdraws or is removed, a replacement shall be selected within 15 days in accordance with the selection procedure followed to select him or her. In such a case, any time period applicable to the arbitration panel proceedings shall be suspended for a period beginning on the date the arbitrator dies, withdraws or is removed and ending on the date the replacement is selected.
8. The date of establishment of the arbitration panel shall be the date on which the Chair is appointed.
Article 61. Procedures of the Arbitration Panel
1. Unless the Parties to the dispute agree otherwise, the arbitration panel proceedings shall be conducted in accordance with the Model Rules of Procedure that shall be adopted at the first meeting of the Joint Committee. Pending the adoption of such rules, the arbitration panel shall regulate its own procedures, unless the Parties to the dispute agree otherwise. (15)
2. Notwithstanding paragraph 1, for all arbitration panel proceedings the procedures shall ensure that:
(a) the Parties to the dispute have the right to at least one hearing before the arbitration panel as well as the opportunity to provide initial and rebuttal written submissions;
(b) the Parties to the dispute shall be invited to all the hearings held by the arbitration panel;
(c) all submissions and comments made to the arbitration panel be available to the Parties to the dispute, subject to any requirements on confidentiality; and
(d) hearings, deliberations and initial report and all written submissions to and communications with the arbitration panel be confidential.
3. Unless the Parties to the dispute otherwise agree within 20 days from the date of delivery of the request for the establishment of the arbitration panel, the terms of reference 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 an arbitration panel pursuant to Article 59 and to make findings of law and fact together with the reasons therefore as well as recommendations, if any, for the resolution of the dispute."
4. At the request of a Party to the dispute or on its own initiative, the arbitration panel may seek scientific information and technical advice from experts as it deems appropriate.
5. The arbitration panel shall make its award based on the provisions of this Agreement, applied and interpreted in accordance with the rules of interpretation of public international law.
6. Decisions of the arbitration panel shall be taken by a majority of its members. Panellists may furnish separate opinions on matters not unanimously agreed. No arbitration panel may disclose which panellists are associated with majority or minority opinions.
7. The expenses of the arbitration panel, including the remuneration of its members, shall be borne by the Parties to the dispute in equal shares.
Article 62. Initial Report
1. The arbitration panel shall within 90 days from the date of the establishment of the arbitration panel present to the Parties to the dispute an initial report.
2. The arbitration panel shall base its report on the submissions and arguments of the Parties to the dispute and on any scientific information and technical advice pursuant to paragraph 4 of Article 61.
3. A Party to the dispute may submit written comments to the arbitration panel on its initial report within 14 days of presentation of the report.
4. In such an event, and after considering such written comments, the arbitration panel, on its own initiative or at the request of any of the Parties to the dispute, may:
(a) request the views of any of the Parties to the dispute;
(b) reconsider its report; and
(c) make any further examination that it considers appropriate.
Article 63. Final Report
1. The arbitration panel shall present to the Parties to the dispute a final report, containing the matters referred to in paragraph 2 of Article 62, including any separate opinions on matters not unanimously agreed, within 30 days of presentation of the initial report.
2. Unless the Parties to the dispute decide otherwise, the final report shall be published 15 days after it is presented to them.
Article 64. Termination of Arbitration Panel Proceedings
A complaining Party may withdraw its complaint at any time before the initial report has been issued. Such withdrawal is without prejudice to its right to introduce a new complaint regarding the same issue at a later point in time.
Article 65. Implementation of Arbitration Panel Reports
1. The final report shall be final and binding on the Parties to the dispute. Each Party to the dispute shall be bound to take the measures involved in carrying out the final report referred to in Article 63.
2. The Party or Parties concerned shall inform the other Party or Parties to the dispute within 30 days after the final report has been issued of its intentions in respect of its implementation.
3. The Parties to the dispute shall endeavour to agree on the specific measures that are required for implementing the final report. Wherever possible, the resolution shall be the removal of a measure not conforming to this Agreement, or failing such a resolution, compensation.
4. The Party or Parties concerned shall promptly comply with the final report. If it is impracticable to comply immediately, the Parties to the dispute shall endeavour to agree on a reasonable period of time to do so. In the absence of such agreement, any Party to the dispute may request the original arbitration panel to determine the length of the reasonable period of time, in light of the particular circumstances of the case. The ruling of the arbitration panel shall be given within 15 days from that request.
5. The Party or Parties concerned shall notify to the other Party or Parties to the dispute the measures adopted in order to implement the final report before the expiry of the reasonable period of time determined in accordance with paragraph 4. Upon that notification, any Party to the dispute may request the original arbitration panel to tule on the conformity of those measures with the final report. The ruling of the arbitration panel shall be given within 60 days from that request.
6. If the Party or Parties concerned fails to notify the implementing measures before the expiry of the reasonable period of time determined in accordance with paragraph 4, or if the arbitration panel rules that the implementing measures notified by the Party or Parties concerned are inconsistent with the final report, such Party or Parties shall, if so requested by the complaining Party or Parties, enter into consultations with a view to agree on a mutually acceptable compensation. If no such agreement has been reached within 20 days from the request, the complaining Party or Parties shall be entitled to suspend only the application of benefits granted under this Agreement equivalent to those affected by the measure found to violate this Agreement.
7. In considering what benefits to suspend, the complaining Party or Parties should first seek to suspend benefits in the same sector or sectors as that affected by the measure that the arbitration panel has found to violate this Agreement. The complaining Party or Parties that consider it is not practicable or effective to suspend benefits in the same sector or sectors may suspend benefits in other sectors.
8. The complaining Party or Parties shall notify the other Party or Parties of the benefits which it intends to suspend no later than 60 days before the date on which the suspension is due to take effect. Within 15 days from that notification, any of the Parties to the dispute may request the original arbitration panel to rule on whether the benefits which the complaining Party or Parties intend to suspend are equivalent to those affected by the measure found to violate this Agreement, and whether the proposed suspension is in accordance with paragraphs 6 and 7. The ruling of the arbitration panel shall be given within 45 days from that request. Benefits shall not be suspended until the arbitration panel has issued its ruling.
9. The suspension of benefits shall be temporary and shall only be applied by the complaining Party or Parties until the measure found to violate this Agreement has been withdrawn or amended so as to bring it into conformity with this Agreement, or the Parties to the dispute have reached agreement on a resolution of the dispute.
10. At the request of any of the Parties to the dispute, the original arbitration panel shall rule on the conformity with the final report of any implementing measures adopted after the suspension of benefits and, in light of such ruling, whether the suspension of benefits should be terminated or modified. The ruling of the arbitration panel shall be given within 30 days from the date of that request.
11. The rulings provided for in paragraphs 4, 5, 8 and 10 shall be binding.
Article 66. Other Provisions
Any time period mentioned in this Chapter may be extended by mutual agreement of the Parties involved.