Article 12. Most Favoured Nation Treatment

1. Each Party shall accord to services and service suppliers of the other Party treatment no less favourable than that it accords, in like circumstances, to services and service suppliers of a non-Party.
2. Notwithstanding Paragraph 1, the Parties reserve the right to adopt or maintain any measure that accords differential treatment to non-Parties under any free trade agreement or multilateral international agreement in force or signed prior to the date of entry into force of this Agreement.
3. For greater certainty, Paragraph 2 includes, in respect of agreements on the liberalisation of trade in goods or services or investment, any measures taken as part of a wider process of economic integration or trade liberalisation between the parties to such agreements.
4. The Parties reserve the right to adopt or maintain any measure that accords differential treatment to non-Parties under any international agreement in force or signed after the date of entry into force of this Agreement involving: (a) aviation; (b) fisheries; and (c) maritime matters.

Article 13. Monopolies and Exclusive Service Suppliers

1. Each Party shall ensure that any monopoly supplier of a service in its Area does not, in the supply of the monopoly service in the relevant market, act in a manner inconsistent with that Party's obligations under Articles 4, 5, 6 and 12 except as set out in its Schedules to Annexes I and II.
2. Where a Party's monopoly supplier of a service competes, either directly or through an affiliated company, in the supply of a service outside the scope of its monopoly rights, the Party shall ensure that such a supplier does not abuse its monopoly position to act in its Area in a manner inconsistent with that Party's obligations under Articles 4, 5, 6 and 12 except as set out in its Schedules to Annexes I and II.
3. If a Party has reason to believe that a monopoly supplier of a service of the other Party is acting in a manner inconsistent with Paragraphs 1 or 2, that Party may request the other Party establishing, maintaining or authorising such supplier to provide specific information concerning the relevant operations.
4. This Article shall also apply to cases of exclusive service suppliers, where a Party, formally or in effect, (a) authorises or establishes a small number of service suppliers and (b) substantially prevents competition among those suppliers in its Area.

Article 14. Denial of Benefits

1. Subject to prior notification wherever possible, and in any event subject to notification within ten working days of the decision, a Party may deny the benefits of this Chapter to a service supplier of the other Party where the Party establishes that:
(a) the service is being supplied by an enterprise that is owned or controlled by persons of a non-Party and the enterprise has no substantive business operations in the Area of the other Party; or
(b) the service is being supplied by an enterprise that is owned or controlled by persons of the denying Party and the enterprise has no substantive business operations in the Area of the other Party.
2. A Party that denies benefits pursuant to Paragraph 1 shall enter into consultations if requested by the other Party within 30 days following the receipt of the request. Any consultations conducted pursuant to this Paragraph shall be without prejudice to the rights and obligations of the Parties under Chapter 16 (Dispute Settlement) or under the WTO Dispute Settlement Understanding.

Article 15. Miscellaneous Provisions

1. The GATS Annex on Financial Services and Annex on Telecommunications are incorporated into and made part of this Chapter, mutatis mutandis.
2. Additional provisions on education cooperation are set out in Annex IV.
3. Notwithstanding Article 7, Articles 4, 5, 6 and 12 do not apply to any measure affecting the presence of natural persons (Mode 4).
4. In accordance with Article 4 (Grant of Temporary Entry) of Chapter 14 (Movement of Business Persons), commitments in respect of the presence of natural persons (Mode 4) are set out in each Party's Schedule to Annex I of Chapter 14 (Movement of Business Persons).

Article 16. Committee on Trade In Services

1. For purposes of the effective implementation and operation of this Chapter and Chapter 14 (Movement of Business Persons), the Parties hereby establish a Committee on Trade in Services ("Committee on Services") to consider any matter arising under this Chapter and Chapter 14 (Movement of Business Persons). 2. The Committee on Services shall:
(a) consider any matters related to the implementation of this Chapter and Chapter 14 (Movement of Business Persons);
(b) review the implementation of this Chapter and Chapter 14 (Movement of Business Persons) and consider other trade in services issues of mutual interest pursuant to Article 8;
(c) explore measures for the further expansion of trade in services between the Parties; and (d) take any other action it decides appropriate for the implementation of this Chapter and Chapter 14 (Movement of Business Persons).
3. The Committee on Services shall meet within the first year of the date of entry into force of this Agreement and subsequently thereafter as mutually determined by the Parties.
4. The Committee on Services may meet in person or via teleconference, video-conference or any other means mutually determined by the Parties. Should the Parties determine to meet in person, the venue for the meetings shall, unless the Parties determine otherwise, alternate between the Parties.

Article 17. Contact Points

1. Each Party shall designate a contact point for trade in services to facilitate communication between the Parties, and shall provide details of such contact point to the other Party.
2. The Parties shall notify each other promptly of any amendments to the details of their contact points.

Chapter 14. Movement of Business Persons

Article 1. Objectives

The objectives of this Chapter are to:
(a) facilitate the movement of business persons of either Party engaged in the conduct of trade and investment between the Parties;
(b) establish streamlined and transparent immigration procedures for applications made by business persons of the other Party; and
(c) provide for rights and obligations additional to those set out in Chapter 13 (Trade in Services) and Chapter 3 (Trade in Goods) in relation to the movement of natural persons between the Parties for business purposes, while recognising the need to ensure border security and to protect the domestic labour force and employment in the Areas of the Parties.

Article 2. Scope

1. This Chapter shall apply to measures affecting the temporary entry of business persons of one Party into the Area of the other Party, where such persons include:
(a) business visitors;
(b) intra-corporate transferees;
(c) independent service suppliers; and
(d) installers or servicers.
2. This Chapter shall not apply to measures affecting natural persons seeking access to the employment market of the other Party, nor shall it apply to measures regarding citizenship, nationality, residence or employment on a permanent basis.
3. Nothing in this Chapter or Chapter 13 (Trade in Services) shall prevent a Party from applying measures to regulate the entry of natural persons of the other Party into, or their temporary stay in, its Area, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across, its borders, provided that such measures are not applied in such a manner as to nullify or impair the benefits accruing to the other Party under the terms of this Chapter. The sole fact of a Party requiring an immigration formality in respect of natural persons of the other Party and not those of non-Parties shall not be regarded as nullifying or impairing benefits accruing to the other Party under the terms of this Chapter.

Article 3. Definitions

For the purposes of this Chapter:
(a) business visitor means a natural person of a Party who:
(i) is seeking temporary entry to the Area of the other Party for the purpose of:
(1) attending meetings or conferences, or engaging in consultations with business colleagues;
(2) taking orders or negotiating contracts for an enterprise located in the Area of the Party but not selling goods or providing services to the general public; or
(3) undertaking business consultations concerning the establishment, expansion or winding up of an enterprise or investment in the other Party;
(ii) who is not seeking to enter the labour market of the other Party; and
(iii) whose principal place of business, actual place of remuneration and predominant place of accrual of profits remain outside the Area of the other Party;
(b) granting Party means a Party who receives an application for temporary entry from a business person of the other Party who is covered by Paragraph 1 of Article 2;
(c) immigration formality means a visa, permit, pass or other document or electronic authority granting a natural person permission to enter, stay, work or establish commercial presence in the Area of the granting Party;
(d) installer or servicer means a natural person of a Party who is an installer or servicer of machinery and/or equipment, where such installation and/or servicing by the supplying company is a condition of purchase of the said machinery or equipment. An installer or servicer cannot perform services which are not related to the service activity which is the subject of the contract;
(e) intra-corporate transferees means a senior manager or a specialist who is an employee of a service supplier or investor of a Party with a commercial presence in the Area of the other Party;
(f) natural person means a natural person as defined in Article 3 (Definitions) of Chapter 13 (Trade in Services);
(g) senior manager means a natural person of a Party within an organisation of a Party who:
(i) is a senior employee of that organisation with responsibility for the entire organisation's operations, or a substantial part of it, in the Area of the other Party;
(ii) has proprietary information of the organisation and receives only general supervision or direction from higher level executives or the board of directors or stockholders of the organisation; and
(iii) supervises and controls the work of other supervisory, professional or managerial employees. This does not include a first-line supervisor unless the employees supervised are professionals, nor does this include an employee who primarily performs tasks necessary for the provision of the service or operation of an investment;
(h) specialist means a natural person of a Party within an organisation of a Party who:
(i) possesses knowledge at an advanced level of technical expertise;
(ii) possesses proprietary knowledge of the organisation's service, research equipment, techniques or management; and
(iii) is essential to the operation of the concerned service supplier's or investor's establishment in the Area of the other Party; and
(i) temporary entry means entry by a business person covered by this Chapter, without the intent to establish permanent residence.

Article 4. Grant of Temporary Entry

1. The Parties shall make commitments in respect of the temporary entry of business persons covered by Article 2. Each Party shall set out in Annex I a Schedule containing such commitments. These Schedules shall specify the conditions and limitations for entry and temporary stay, including the requirements and length of stay, for each category of business persons included in each Party's Schedule of commitments.
2. Where a Party makes a commitment under Paragraph 1, that Party shall grant temporary entry or extension of temporary stay to the extent provided for in that commitment, provided that those business persons:
(a) follow prescribed application procedures for the immigration formality sought; and
(b) meet all relevant eligibility requirements for entry to the granting Party.
3. Temporary entry granted to a business person pursuant to this Chapter does not exempt that person from the requirements needed to carry out a profession or activity according to the domestic law, and any applicable mandatory codes of practice made pursuant to the domestic law, in force in the Area of the Party authorising the temporary entry.
4. Any fees imposed in respect of the processing of an immigration formality shall be reasonable and in accordance with domestic law.
5. Neither Party may, except as provided for in its Schedule of commitments set out in Annex I, impose or maintain any numerical restriction relating to temporary entry as a condition for entry under Paragraph 1.

Article 5. Expeditious Application Procedures

1. Where an application for an immigration formality is required by a Party, the Party shall process expeditiously completed applications for immigration formalities or extensions thereof received from business persons of the other Party covered by Paragraph 1 of Article 2.
2. A Party shall, within ten working days of receipt of an application for temporary entry that has been completed and submitted in accordance with its domestic law, either:
(a) make a decision on the application and inform the applicant of the decision including, if approved, the period of stay and other conditions; or
(b) if a decision cannot be made in that time period, inform the applicant when a decision will be made.
3. At the request of an applicant, a Party in receipt of a completed application for temporary entry shall provide, without undue delay, information concerning the status of the application.

Article 6. Transparency

Each Party shall:
(a) publish, such as on the website of its immigration authority, the requirements for temporary entry under this Chapter, including explanatory material and relevant forms and documents that will enable business persons of the other Party to become acquainted with the Party's requirements; and
(b) upon modifying or amending the requirements for temporary entry referred to in subparagraph (a) that affect the temporary entry of business persons, ensure that the information published pursuant to subparagraph (a) is updated by the date that modification or amendment comes into effect.

Article 7. Dispute Settlement

1. Any differences or disputes arising out of the implementation of this Chapter shall be settled amicably through consultations or negotiations between the Parties.
2. Neither Party shall have recourse to Chapter 16 (Dispute Settlement) regarding a refusal to grant temporary entry under this Chapter unless:
(a) the matter involves a pattern of practice; and
(b) the business person has exhausted all available administrative remedies regarding the particular matter.

Article 8. Contact Points

1. Each Party shall designate a contact point to facilitate communication and the effective implementation of this Chapter, and respond to inquiries from the other Party regarding regulations affecting the movement of business persons between the Parties or any matters covered in this Chapter, and shall provide details of this contact point to the other Party.
2. The Parties shall notify each other promptly of any amendments to the details of their contact points.

Chapter 15. Transparency

Article 1. Definitions

For the purposes of this Chapter:
(a) administrative ruling of general application means an administrative ruling or interpretation that applies to all persons and fact situations that fall generally within its ambit and that is relevant to the implementation of this Agreement but does not include:
(i) a determination or ruling made in administrative or quasi-judicial proceedings that applies to a particular person, good, or service of the other Party in a specific case; or
(ii) a ruling that adjudicates with respect to a particular act or practice.

Article 2. Publication

1. Each Party shall ensure that its laws, regulations, procedures, and administrative rulings of general application with respect to any matter covered by this Agreement are promptly, but in no case later than 90 days after implementation or enforcement, published or otherwise made available (26) to interested persons and the other Party.
2. When possible, each Party shall: Including through the internet or in print form. (a) publish in advance any measure referred to in Paragraph 1 that it proposes to adopt; and (b) provide, where appropriate, interested persons and the other Party with a reasonable opportunity to comment on such proposed measures.

Article 3. Cooperation on Business Law

1. Notwithstanding other provisions in this Chapter, the Parties agree to:
(a) make available information on their respective business laws, including, where appropriate, on proposed and actual amendments to their business laws;
(b) provide each other, where appropriate, with a reasonable opportunity to comment on proposed new business laws or proposed amendments to existing business laws; and
(c) encourage cooperation between their relevant regulatory authorities in the area of business law.
2. For the purposes of this Article, the term "business law" means domestic law of a Party which relates to security markets, insurance markets, insolvency, corporate governance or other similar business activities.
3. Neither Party shall have recourse to any dispute settlement procedures under this Agreement in respect of any issue arising from or relating to this Article.

Article 4. Review and Appeal

1. Each Party shall, where warranted, establish or maintain judicial, quasi-judicial or administrative tribunals, or procedures, for the purpose of the prompt review and correction of final administrative actions regarding matters covered by this Agreement, other than those taken for prudential reasons. Such tribunals shall be impartial and independent of the office or authority entrusted with administrative enforcement and shall not have any substantial interest in the outcome of the matter.
2. Each Party shall ensure that, in any such tribunals or procedures, the parties to the proceedings are provided with the right to:
(a) a reasonable opportunity to support or defend their respective positions; and
(b) a decision based on the evidence and submissions of record or, where required by domestic law, the record compiled by the administrative authority.
3. Each Party shall ensure, subject to appeal or further review as provided in its domestic law, that decisions referred to in Paragraph 1 shall be implemented by, and shall govern the practice of, the offices or authorities with respect to the administrative action at issue.

Article 5. Contact Points

1. Each Party shall designate a contact point or points, and provide details of such contact points to the other Party, to facilitate communications between the Parties on any matter covered by this Agreement.
2. The Parties shall notify each other promptly of any amendments to the details of their contact points.
3. Each Party shall ensure that its contact points are able to coordinate and facilitate a response on any matter covered by this Agreement, including any enquiries referred to in Article 7.
4. At the request of either Party, the contact points of the other Party shall identify the office or official responsible for the matter and assist, as necessary, in facilitating communications with that Party.

Article 6. Administrative Proceedings

With a view to administering in a consistent, impartial and reasonable manner all measures affecting matters covered by this Agreement, each Party shall ensure, in its administrative proceedings applying measures referred to in Paragraph 1 of Article 2 to particular persons, goods, or services of the other Party in specific cases, that:
(a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided reasonable notice, in accordance with domestic procedures, 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 issues in question;
(b) persons of the other Party that are directly affected by a proceeding are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and
(c) its procedures are in accordance with domestic law.

Article 7. Notification and Provision of Information

1. Where a Party considers that any actual or proposed measure might materially affect the operation of this Agreement or otherwise substantially affect the other Party's interests under this Agreement, that Party shall notify the other Party, to the extent possible, of the actual or proposed measure.
2. On request of the other Party, the requested Party shall within 30 days of receipt of the request provide information and respond to questions pertaining to any actual or proposed measure.
3. Any notification, request, information or response provided under this Article shall be conveyed to the other Party through its contact points.
4. The notification referred to in Paragraph 1 shall be regarded as having been conveyed in accordance with Paragraph 3 when the actual or proposed measure has been notified to the WTO in accordance with the WTO Agreement.
5. Any notification, information or response provided under this Article shall be without prejudice as to whether the measure is consistent with this Agreement.

Chapter 16. Dispute Settlement

Article 1. Objectives

The objective of this Chapter is to provide an effective, efficient and transparent process for consultations and the settlement of disputes arising under this Agreement.

Article 2. Scope and Coverage

1. Except as otherwise provided in this Agreement, this Chapter shall apply:
(a) with respect to the avoidance or settlement of disputes between the Parties regarding the interpretation or application of this Agreement; (b) wherever a Party considers that an actual measure of the other Party is not or would not be in conformity with the obligations of this Agreement or that the other Party has otherwise failed to carry out its obligations under this Agreement; or
(c) wherever a Party considers that any benefit it could reasonably have expected to accrue to it under any provision of this Agreement is being nullified or impaired as a result of the application of any actual measure that is not inconsistent with this Agreement.
2. For the avoidance of doubt, the Parties agree that this Agreement shall be interpreted in accordance with the customary rules of treaty interpretation of public international law and consistently with the objectives set out in Article 2 (Objectives) of Chapter 1 (Initial Provisions).

Article 3. Choice of Forum

1. Where a dispute regarding any matter arises under this Agreement and under another agreement to which both Parties are party, the complaining Party may select the forum in which to settle the dispute.
2. Once the complaining Party has selected a particular forum, the forum selected shall be used to the exclusion of other possible fora in respect of the dispute.
3. For the purposes of this Article, the complaining Party shall be deemed to have selected a forum when it has requested the establishment of, or referred a matter to, a dispute settlement panel or arbitral tribunal. 4. Except as provided in this Article, this Chapter is without prejudice to the rights of the Parties to have recourse to dispute settlement procedures available under other agreements to which they are party.

Article 4. Consultations

1. Each Party shall accord adequate opportunity for consultations with respect to any matter affecting the implementation, interpretation or application of this Agreement. Any differences shall, as far as possible, be settled by consultation between the Parties.
2. A request for consultations shall be submitted in writing and shall give the reasons for the request, including identification of any actual measure or other matter at issue and an indication of the legal basis for the complaint. The complaining Party shall deliver the request to the other Party.
3. If a request for consultations is made, the Party to which the request is made shall reply to the request in writing within seven days after the date of its receipt and shall enter into consultations in good faith, with a view to reaching a mutually satisfactory solution within a period of no more than:
(a) 15 days after the date of receipt of the request for urgent matters, including those concerning perishable goods; or
(b) 30 days after the date of receipt of the request for all other matters.
4. The Parties shall make every effort to reach a mutually satisfactory resolution of any matter through consultations. In conducting the consultations, the Parties shall:
(a) provide sufficient information to enable a full examination of how the actual measure or other matter might affect the operation or application of this Agreement; and
(b) treat any information exchanged in the course of consultation which is designated by a Party as confidential or proprietary in nature on the same basis as the Party providing the information.
5. If the responding Party does not reply within the required seven days, or does not enter into consultations within the timeframes specified in Paragraph 3(a) or (b), or a period otherwise mutually agreed by the Parties, the complaining Party may proceed directly to request the establishment of an arbitral tribunal under Article 6.
6. The consultations shall be confidential, and without prejudice to the rights of either Party in any further proceedings.
7. The complaining Party may request the responding Party to make available for the consultations personnel from its government agencies or other regulatory bodies who have expertise in the matter under consultation.

Article 5. Good Offices, Conciliation or Mediation

1. The Parties may at any time agree to good offices, conciliation or mediation. They may begin at any time and be terminated at any time.
2. Proceedings involving good offices, conciliation and mediation, and in particular positions taken by the Parties during those proceedings, shall be confidential and without prejudice to the rights of either Party in any further proceedings.

Article 6. Establishment of an Arbitral Tribunal

1. The complaining Party may request, by means of a written notification addressed to the other Party, the establishment of an arbitral tribunal if:
(a) the consultations fail to settle a dispute within:
(i) 30 days after the date of receipt of the request for consultations regarding urgent matters, including those concerning perishable goods; or
(ii) 60 days after the date of receipt of the request for consultations regarding all other matters; or (b) Paragraph 5 of Article 4 applies.
2. The Parties may agree during the consultations to vary the periods set out in Paragraph 1(a).
3. The request to establish an arbitral tribunal shall identify:
(a) the specific measures at issue;
(b) the legal basis of the complaint sufficient to present the problem clearly including, where applicable:
(i) any provisions of this Agreement alleged to have been breached;
(ii) whether there is a claim for nullification and impairment; and
(iii) any other relevant provisions; and
(c) the factual basis for the complaint.
4. Unless otherwise agreed by the Parties, the arbitral tribunal shall be established and perform its functions in a manner consistent with this Chapter.

Article 7. Composition of Arbitral Tribunals

1. The arbitral tribunal shall consist of three members.
2. Each Party shall appoint an arbitrator within 21 days of the receipt of the request to establish an arbitral tribunal.
3. The Parties shall appoint by common agreement the third arbitrator within 30 days of the receipt of the request to establish an arbitral tribunal. The arbitrator thus appointed shall chair the arbitral tribunal.
4. The chair shall be a national of a non-Party who shall not have his or her usual place of residence in the Area of either of the Parties.
5. If all three members of the arbitral tribunal have not been appointed within 30 days of receipt of the request to establish an arbitral tribunal, the Director-General of the WTO shall, at the request of either Party, make the necessary appointments within 30 days of the request to the Director-General of the WTO.
6. All arbitrators shall:
(a) have expertise or experience in law, international trade, other matters covered by this Agreement, or the resolution of disputes arising under international trade agreements;
(b) be chosen strictly on the basis of objectivity, reliability, and sound judgment;
(c) be independent of, and not be affiliated with or take instructions from, either Party;
(d) not have dealt with the matter under dispute in any capacity; and
(e) comply with the code of conduct for panellists established under the WTO Dispute Settlement Understanding.
7. The date of establishment of the arbitral tribunal shall be the date on which the last arbitrator is appointed.
8. If an arbitrator appointed under this Article resigns or becomes unable to act, a successor arbitrator shall be appointed, within 21 days from the date written notice is received by the Parties of the need for a successor, in the same manner as prescribed for the appointment of the original arbitrator and the successor shall have all the powers and duties of the original arbitrator. The work of the arbitral tribunal shall be suspended pending the appointment of the successor arbitrator.
9. Where an arbitral tribunal is established under Articles 12, 13 or 15, it shall, where possible, have the same arbitrators as the original arbitral tribunal. Where this is not possible, any replacement arbitrator shall be appointed in the same manner as prescribed for the appointment of the original arbitrator and shall have all the powers and duties of the original arbitrator. Where special circumstances warrant, the arbitral tribunal may comprise only the chair of the original arbitral tribunal if the Parties so agree.

Article 8. Functions of Arbitral Tribunals

1. The function of an arbitral tribunal is to make an objective assessment of the dispute before it, including an objective assessment of the facts of the case and the applicability of and conformity with this Agreement, and make such other findings and rulings necessary for the resolution of the dispute referred to it as it thinks fit.
2. The arbitral tribunal shall, apart from the matters set out in Article 9, make decisions in order to regulate its own procedures in relation to the rights of the Parties to be heard and its deliberations, in consultation with the Parties.
3. The arbitral tribunal shall make its decisions to which Paragraph 2 applies and its findings and rulings by consensus, provided that where an arbitral tribunal is unable to reach consensus these may be made by majority vote. The arbitral tribunal shall not disclose which arbitrators are associated with majority or minority opinions.
4. The findings and rulings of the arbitral tribunal cannot add to or diminish the rights and obligations provided in this Agreement.

Article 9. Proceedings of Arbitral Tribunals

1. The arbitral tribunal proceedings shall be conducted in accordance with this Chapter and, unless the Parties agree otherwise, the Model Rules of Procedure for Arbitral Tribunals in Annex I.
2. Unless the Parties otherwise agree within 20 days from the date of receipt of the request for the establishment of the arbitral tribunal, the terms of reference shall be: "To examine, in the light of the relevant provisions of this Agreement, the matter referred to in the request for the establishment of an arbitral tribunal pursuant to Article 6 and to make findings and rulings of law and fact together with the reasons therefore for the resolution of the dispute."
3. At the request of either Party or on its own initiative, the arbitral tribunal may seek information and technical advice from any individual or body which it deems appropriate. Any information or technical advice so obtained shall be submitted to the Parties for comment. Where the arbitral tribunal takes the information or technical advice into account in the preparation of its report, it shall also take into account any comments by the Parties on the information or technical advice.

Article 10. Termination of Proceedings

1. The Parties may agree to terminate the proceedings of an arbitral tribunal in the event that a mutually satisfactory solution to the dispute has been found. In such event the Parties shall jointly notify the chair of the arbitral tribunal.
2. The Parties may agree that the arbitral tribunal suspend its work at any time for a period not exceeding 12 months from the date of such agreement. In such event the Parties shall jointly notify the chair of the arbitral tribunal. If the work of the arbitral tribunal has been suspended for more than 12 months, the authority for establishment of the arbitral tribunal shall lapse unless the Parties agree otherwise.

Article 11. Reports of the Arbitral Tribunal

1. The reports of the arbitral tribunal shall be drafted without the presence of the Parties and shall be based on the relevant provisions of this Agreement, the submissions and arguments of the Parties and any other information provided to the arbitral tribunal pursuant to Paragraph 3 of Article 9.
2. The arbitral tribunal shall present its initial report to the Parties within 90 days of the date of establishment of the arbitral tribunal or in cases of urgency, including those concerning perishable goods, within 60 days of the date of establishment of the arbitral tribunal. The initial report shall contain:
(a) findings of fact; and
(b) the determination of the arbitral tribunal as to whether a Party has not conformed with its obligations under this Agreement or that a Party's measure is causing nullification or impairment in the sense of Paragraph 1(c) of Article 2 and any other determination requested in the terms of reference or required to perform its functions under Article 8.
3. In exceptional cases, if the arbitral tribunal considers it cannot present its initial report within 90 days, or within 60 days in cases of urgency, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will present its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.
4. A Party may submit written comments on the initial report to the arbitral tribunal within ten days of receiving the initial report or within such other period as the Parties may agree.
5. After considering any written comments by the Parties and making any further examination it considers necessary, the arbitral tribunal shall present its final report to the Parties within 30 days of presentation of the initial report, unless the Parties otherwise agree.
6. If in its final report, the arbitral tribunal finds that a Party's measure does not conform with this Agreement or is causing nullification or impairment in the sense of Paragraph 1(c) of Article 2, it shall include in its findings and rulings a requirement to remove the non-conformity or address the nullification or impairment.
7. The Parties shall release the final report of the arbitral tribunal as a public document within 15 days from the date of its presentation to the Parties, subject to the protection of confidential information.

Article 12. Implementation

1. The findings and rulings of the arbitral tribunal shall be final and binding on the Parties.
2. The Parties shall promptly comply with the findings and rulings of the arbitral tribunal. Where it is not practicable to comply immediately, the Party concerned shall comply with the findings and rulings within a reasonable period of time. The reasonable period of time shall be mutually determined by the Parties. As a guideline, the reasonable period of time should not exceed 12 months from the date of the presentation of the arbitral tribunal's final report to the Parties. Where the Parties fail to agree on the reasonable period of time within 45 days of the presentation to the Parties of the arbitral tribunal's final report, either Party may refer the matter, in accordance with Paragraph 9 of Article 7, to the original arbitral tribunal, which shall determine the reasonable period of time following consultation with the Parties.
3. The arbitral tribunal shall present its report to the Parties within 60 days of the date on which the arbitral tribunal is established, in accordance with Paragraph 7 of Article 7, to consider the matter referred to in Paragraph 2. The report shall contain the determination of the arbitral tribunal as to the reasonable period of time and the reasons for its determination. When the arbitral tribunal considers that it cannot present its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will present its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.

Article 13. Compliance Within Reasonable Period of Time

1. Where there is disagreement as to the existence or consistency with this Agreement of measures taken within a reasonable period of time to comply with the findings and rulings of the arbitral tribunal, such disagreement shall be decided through recourse to the dispute settlement procedures in this Chapter, including wherever possible by resort to the original arbitral tribunal, in accordance with Paragraph 9 of Article 7.
2. The arbitral tribunal shall present its report to the Parties within 90 days of the date on which the arbitral tribunal is established to consider the dispute on compliance within a reasonable period of time referred to in Paragraph 1. When the arbitral tribunal considers that it cannot present its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will present its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.

Article 14. Compensation and Suspension of Benefits

1. If a failure to comply with the findings and rulings of the arbitral tribunal has been established in accordance with Paragraph 1 of Article 13 or the responding Party notifies the other Party in writing that it does not intend to comply with the findings and rulings, the responding Party shall, if so requested, enter into negotiations with the complaining Party within ten days of the receipt of such request with a view to reaching a mutually satisfactory agreement on any necessary compensatory adjustment.
2. If no mutually satisfactory agreement on compensatory adjustment as set out in Paragraph 1 is reached within 20 days of entering into negotiations, the complaining Party may at any time thereafter notify the responding Party that it intends to suspend the application to the responding Party of benefits of equivalent effect and shall have the right to begin suspending those benefits 30 days after the receipt of the notification. Benefits shall not be suspended while the complaining Party is pursuing negotiations under Paragraph 1.
3. Compensation and the suspension of benefits shall be temporary measures. Neither compensation nor the suspension of benefits is preferred to full compliance with the findings and rulings of the arbitral tribunal. Compensation and suspension of benefits shall only be applied until such time as the measure found to be not in conformity with this Agreement has been brought into conformity, or the responding Party has complied with the arbitral tribunal's findings and rulings, or a mutually satisfactory solution is reached. 4. In considering what benefits to suspend pursuant to Paragraph 2:
(a) the complaining Party shall first seek to suspend benefits in the same sector or sectors as that affected by the measure or other matter that the arbitral tribunal has found to be not in conformity with this Agreement or to have caused nullification or impairment; and
(b) the complaining Party may suspend benefits in other sectors if it considers that it is not practicable or effective to suspend benefits in the same sector or sectors. The communication in which it announces such a decision shall indicate the reasons on which it is based.
5. Any suspension of benefits shall be restricted to benefits accruing to the other Party under this Agreement.

Article 15. Review

1. Where the right to suspend benefits has been exercised under Article 14, upon written request of the responding Party, the arbitral tribunal shall decide whether:
(a) the level of benefits suspended by the complaining Party is not of equivalent effect pursuant to Article 14; or
(b) the responding Party has complied with the findings and rulings of the original arbitral tribunal.
2. Such matters shall be decided through recourse to the dispute settlement procedures in this Chapter, including wherever possible by resort to the original arbitral tribunal, in accordance with Paragraph 9 of Article 7.
3. The arbitral tribunal shall present its report to the Parties within 90 days of the date on which the arbitral tribunal is established to consider the matters referred to in Paragraph 1. When the arbitral tribunal considers that it cannot present its report within this timeframe, it shall inform the Parties in writing of the reasons for the delay together with an estimate of the period within which it will present its report. Any delay shall not exceed a further period of 30 days unless the Parties otherwise agree.
4. If the arbitral tribunal finds that the level of benefits suspended by the complaining Party is not of equivalent effect, the complaining Party shall modify the level of benefits suspended accordingly. If the arbitral tribunal finds that the responding Party has complied with the findings and rulings, the complaining Party shall promptly stop the suspension of benefits under Article 14.

Article 16. Expenses

Unless the arbitral tribunal decides otherwise because of the particular circumstances of the case, each Party shall bear the cost of its appointed arbitrator and its own expenses. The cost of the chair of the arbitral tribunal and other expenses associated with the conduct of its proceedings shall be borne by the Parties in equal shares.

Chapter 17. Administrative and Institutional Provisions

Article 1. Establishment of the Joint Commission

The Parties hereby establish a Joint Commission which may meet at the level of Ministers or senior officials, as mutually determined by the Parties.

Article 2. Functions of the Joint Commission

1. The Joint Commission shall:
(a) consider any matter relating to the implementation of this Agreement;
(b) review the general functioning of this Agreement;
(c) consider any proposal to amend this Agreement;
(d) supervise the work of all committees and working groups established under this Agreement and supervise other activities conducted under this Agreement; and
(e) consider any other matter that may affect the operation of this Agreement.
2. The Joint Commission may:
(a) establish additional committees and working groups, refer any matter to a committee or working group for advice, and consider any matter raised by a committee or working group established under this Agreement;
(b) further the implementation of this Agreement's objectives through implementing arrangements;
(c) further the implementation of this Agreement's objectives by approving any modifications of, inter alia, the lists of entities and thresholds in Annexes I and II to Chapter 12 (Government Procurement);
(d) explore measures for the further expansion of trade and investment between the Parties;
(e) seek to resolve differences or disputes that may arise regarding the interpretation or application of this Agreement;
(f) seek the expert advice of non-governmental persons or groups on any matter falling within its functions where this would help the Joint Commission make an informed decision; and
(g) take such other action in the exercise of its functions as the Parties may mutually determine.

Article 3. Meetings of the Joint Commission

1. The Joint Commission shall meet within one year of the date of entry into force of this Agreement and every second year thereafter, or as otherwise mutually determined by the Parties.
2. Meetings of the Joint Commission shall be held alternately in the Area of each Party or as otherwise mutually determined by the Parties, and shall be chaired successively by each Party. The Party chairing a meeting of the Joint Commission shall provide any necessary administrative support for that meeting.
3. Each Party shall be responsible for the composition of its delegation.
4. The Joint Commission shall take decisions on any matter within its functions by mutual agreement.

Article 4. General Reviews

1. The Parties shall undertake a general review at ministerial level of this Agreement, including of matters relating to liberalisation, cooperation and trade facilitation, within two years of its entry into force and at least every three years thereafter, unless the Parties agree otherwise. 2. The conduct of general reviews shall, where possible, coincide with regular meetings of the Joint Commission.

Chapter 18. General Provisions

Article 1. Application of Agreement to Local Government and Authorities (28)

1. Each Party is fully responsible for the observance of all provisions in this Agreement and shall take such reasonable measures as may be available to it to ensure their observance by local government and authorities.
2. Chapter 16 (Dispute Settlement) may be invoked in respect of measures affecting the observance of this Agreement taken by local government or authorities within the Area of a Party. When an arbitral tribunal established under Chapter 16 (Dispute Settlement) has ruled that a provision of this Agreement has not been observed, the responsible Party shall take such reasonable measures as may be available to it to ensure its observance by the relevant local government or authority within its Area. The provisions of Chapter 16 (Dispute Settlement) relating to the suspension of the application of benefits of equivalent effect shall apply in cases where it has not been possible to secure such observance.
3. This Article does not apply to Chapter 12 (Government Procurement).

Article 2. Disclosure of Information

Nothing in this Agreement shall be construed to require either Party to furnish or allow access to information the disclosure of which it considers: In the case of New Zealand, references to local governments and authorities include regional government and authorities.
(a) would be contrary to any of its domestic law, including those protecting personal privacy or the financial affairs and accounts of individual customers of financial institutions;
(b) would impede law enforcement;
(c) would prejudice legitimate commercial interests of particular enterprises, public or private;
(d) would be contrary to the public interest as determined by its domestic law; or
(e) at the time of the disclosure of the information, would be for the purpose of judicial proceedings.

Article 3. Obligations Under other International Agreements

Nothing in this Agreement shall derogate from the existing rights and obligations of either Party under the WTO Agreement or any other international agreement to which it is a party or which is applicable to its Area. In the event of any inconsistency between this Agreement and any other international agreement to which the Parties are party or which is applicable to the Parties' Areas, the Parties shall immediately consult with each other with a view to finding a mutually satisfactory solution in accordance with customary rules of public international law.

Article 4. Labour and Environmental Cooperation

The Parties shall enhance their communication and cooperation on labour and environment matters through both the New Zealand -Hong Kong, China Environment Cooperation Agreement and the Memorandum of Understanding on Labour Cooperation between New Zealand and Hong Kong, China concluded between the Parties separately from but alongside this Agreement.

Article 5. Succession of Treaties or International Agreements

Any reference in this Agreement to any other treaty or international agreement shall be made in the same terms to its successor treaty or international agreement to which a Party is party or which is applicable to a Party's Area.

Article 6. Confidentiality

Where a Party provides information to the other Party in accordance with this Agreement and designates the information as confidential, the other Party shall maintain the confidentiality of the information. Such information shall be used only for the purposes specified, and shall not be otherwise disclosed without the specific written permission of the Party providing the information, except to the extent that it may be required to be disclosed in the context of judicial proceedings.

Article 7. Financial Provisions

Any cooperative activities envisaged or undertaken under this Agreement shall be subject to the availability of resources and to the domestic laws and policies of the Parties. Costs of cooperative activities shall be borne in such manner as may be mutually determined from time to time between the Parties.

Chapter 19. Exceptions

Article 1. General Exceptions

1. For the purposes of this Agreement, Article XX of GATT 1994 and its interpretive notes and Article XIV of GATS (including its footnotes) are incorporated into and made part of this Agreement, mutatis mutandis.
2. The Parties understand that the measures referred to in Article XX(b) of GATT 1994 and Article XIV(b) of GATS as incorporated into this Agreement include environmental measures necessary to protect human, animal or plant life or health, and that Article XX(g) of GATT 1994 as incorporated into this Agreement applies to measures relating to the conservation of living and non-living exhaustible natural resources.
3. For the purposes of this Agreement, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between the Parties where like conditions prevail, or a disguised restriction on trade in goods or services, nothing in this Agreement shall be construed to prevent the adoption or enforcement by a Party of measures necessary to protect national works or specific sites of historical or archaeological value, or to support creative arts (29) of national value.

Article 2. Security Exceptions

1. Nothing in this Agreement shall be construed:
(a) to require a Party to furnish or allow access to any information the disclosure of which it determines to be contrary to its essential security interests; or
(b) to prevent a Party from taking any actions which it considers necessary for the protection of its essential security interests
(i) relating to the traffic in arms, ammunition and implements of war and to such traffic in other goods and materials or relating to the supply of services as carried on, directly or indirectly, for the purpose of supplying or provisioning a military establishment;
(ii) taken in time of war or other emergency in external relations;
(iii) relating to fissionable and fusionable materials or the materials from which they are derived; or
(c) to prevent either Party from taking any action in pursuance of the obligations applicable to it under the United Nations Charter for the maintenance of international peace and security.
2. Each Party shall promptly inform the other Party to the fullest extent possible of measures taken under Paragraphs 1(b) and (c) and of their termination.

Article 3. Treaty of Waitangi

1. Provided that such measures are not used as a means of arbitrary or unjustified discrimination against persons of the other Party or as a disguised restriction on trade in goods and services, nothing in this Agreement shall preclude the adoption by New Zealand of measures it deems necessary to accord more favourable treatment to Māori in respect of matters covered by this Agreement including in fulfilment of its obligations under the Treaty of Waitangi.
2. The Parties agree that the interpretation of the Treaty of Waitangi, including as to the nature of the rights and obligations arising under it, shall not be subject to the dispute settlement provisions of this Agreement. Chapter 16 (Dispute Settlement) shall otherwise apply to this Article. An arbitral tribunal established under Article 6 (Establishment of an Arbitral Tribunal) of Chapter 16 (Dispute Settlement) may be requested by Hong Kong, China to determine only whether any measure (referred to in Paragraph 1) is inconsistent with its rights under this Agreement.

Article 4. Taxation Measures

1. Except as provided in this Article, nothing in this Agreement shall apply to taxation measures.
2. This Agreement shall only grant rights or impose obligations with respect to taxation measures where corresponding rights or obligations are also granted or imposed under the WTO Agreement.
3. Nothing in this Agreement shall affect the rights and obligations of the Parties under any tax convention relating to the avoidance of double taxation in force between the Parties. In the event of any inconsistency relating to a taxation measure between this Agreement and any tax convention relating to the avoidance of double taxation in force between the Parties, the latter shall prevail. Any consultations between the Parties about whether an inconsistency relates to a taxation measure shall include representatives of the tax administration of each Party.

Article 5. Prudential Measures

Notwithstanding any other provisions of this Agreement, a Party shall not be prevented from taking measures for prudential reasons, including for the protection of investors, depositors, policy holders or persons to whom a fiduciary duty is owed by a financial service supplier, or to ensure the integrity and stability of the financial system. Where such measures do not conform with this Agreement, they shall not be used as a means of avoiding the Party's commitments or obligations under this Agreement.

Article 6. Measures to Safeguard the Balance of Payments

1. Where a Party is in serious balance of payments and external financial difficulties or under threat thereof, it may:
(a) in the case of trade in goods, in accordance with GATT 1994 and the WTO Understanding on the Balance-of-Payments Provisions of the General Agreement on Tariffs and Trade 1994, adopt restrictive import measures; and/or
(b) in the case of services, in accordance with Article XII(2) of GATS, adopt or maintain restrictions on trade in services, including on payments or transfers.
2. In determining the incidence of restrictions adopted or maintained under Paragraph 1, each Party may give priority to economic sectors which are more essential to its economic development. However, such restrictions shall not be adopted or maintained for the purpose of protecting a particular sector.
3. Any restrictions adopted or maintained by a Party under Paragraph 1, or any changes therein, shall be notified to the other Party within 14 days from the date such measures are taken.
4. The Party adopting or maintaining any restrictions under Paragraph 1 shall commence consultations with the other Party within 45 days from the date of notification in order to review the measures adopted or maintained by it.

Chapter 20. Final Provisions

Article 1. Annexes and Footnotes

The Annexes and footnotes to this Agreement shall constitute an integral part of this Agreement.

Article 2. Amendments

This Agreement may be amended by agreement in writing by the Parties and such amendments shall come into force on such date or dates as may be agreed between them.

Article 3. Participation by other Economies

This Agreement is open to accession or association, on terms to be agreed between the Parties, by any member of the WTO, or by any other State or separate customs territory. The terms of such accession or association shall take into account the circumstances of the member of the WTO, State or separate customs territory.

Article 4. Entry Into Force, Duration and Termination

1. This Agreement shall enter into force 30 days after the date on which the Parties have notified each other in writing that they have completed their necessary internal procedures for the entry into force of this Agreement.
2. This Agreement may be terminated by either Party on giving 180 days' written notice to the other Party.

Conclusion

Article Article

IN WITNESS WHEREOF, the undersigned, being duly authorised by their respective Governments, have signed this Agreement. DONE in duplicate in the English language at this day of 2010. For the Government of For the Government of the New Zealand Hong Kong Special Administrative Region of the People's Republic of China