c) Encourage local capacity building through close cooperation with the local community;

d) Encourage the creation of human capital, especially by creating employment opportunities and offering professional training to workers;

e) Refrain from seeking or accepting exemptions that are not established in the legal or regulatory framework relating to human rights, environment, health, security, work, tax system, financial incentives, or other issues;

f) Support and advocate for good corporate governance principles, and develop and apply good corporate governance practices, including anti-corruption measures;

g) Develop and implement effective self-regulatory practices and management systems that foster a relationship of mutual trust between the companies and the societies in which their operations are conducted;

h) Promote the knowledge of and the adherence, by workers, to the corporate policy, through appropriate dissemination of this policy, including professional training programs;

i) Refrain from discriminatory or disciplinary action against employees who submit grave reports to the board or, whenever appropriate, to the competent public authorities, about practices that violate the law or corporate policy;

j) Encourage, whenever possible, business associates, including service providers and outsources, to apply the principles of business conduct consistent with the principles provided for in this Article; and

k) Refrain from any undue interference in local political activities.

Part IV. Institutional Governance, Dispute Prevention and Settlement

Article 13. Joint Committee for the Administration of the Treaty

13.1 For the purpose of this Treaty, the Parties hereby establish a Joint Committee for the administration of this Treaty (hereinafter referred as "Joint Committee").

13.2 This Joint Committee shall be composed of government representatives of both Parties designated by their respective Governments.

13.3 The Joint Committee shall meet at such times, in such places and through such means as the Parties may agree. Meetings shall be held at least once a year and eo-chaired by the Parties.

13.4 The Joint Committee shall have the following functions and responsibilities:

a) Supervise the implementation and execution of this Treaty;

b) Discuss and make known opportunities for the expansion of mutual investment;

c) Coordinate the implementation of the mutually agreed cooperation and facilitation agendas;

d) Consult with investors and relevant stake-holders, when applicable, on their views on specific issues related to the work of the Joint Committee;

e) Discuss issues and seek to resolve disputes concerning investments of investors of a Party in an amicable manner; and

f) Supplement the rules for arbitral dispute settlement between the Parties.

13.5 The Joint Committee may establish ad hoc working groups, which shall meet jointly or separately from the Joint Committee. The ad hoc working groups may invite participation from investors.

13.6 The Joint Committee shall establish its own rules of procedure.

Article 14. National Focal Point or Ombudsman

14.1 Each Party shall designate a single National Focal Point, or Ombudsman, whose main responsibility shall be to support investors from the other Party in its territory.

14.2 In Brazil, the functions of the Ombudsman shall be performed by the Executive Secretariat of the Foreign Trade Board-CAMEX (3).

14.3 In India, the National Focal Point shall be established within the Department of Economic Affairs in the Ministry of Finance.

14.4 The National Focal Point/ Ombudsman, among other responsibilities, shall:

a) Endeavour to follow the recommendations of the Joint Committee and interact with the National Focal Point/Ombudsman of the other Party, in accordance with this Treaty;

b) Follow up on requests and enquiries of the other Party or of investors of the other Party with the competent authorities, including in the state and local levels, and inform them on the results of its actions;

c) Assess, in consultation with relevant government authorities, suggestions to improve the investment environment and complaints received from the other Party or investors of the other Party;

d) Address differences in investment matters, in collaboration with government authorities and relevant investors, with a view to helping in the prevention of disputes;

e) Provide timely and useful information on regulatory issues on general investment or on specific projects, to the extent possible; and

f) Report its activities and actions to the Joint Committee, when appropriate.

14.5 Each Party shall draw up rules of procedure for the operation of its National Focal Point/Ombudsman, expressly stipulating, where appropriate, time limits for the implementation of its various functions and responsibilities.

14.6 The National Focal Point/Ombudsman shall promptly reply to notifications and requests by the other Party and investors therefrom.

14.7 The Parties as per its law or policies shall ensure the means and resources for the National Focal Point/Ombudsman to perform its functions, as well as ensure its institutional access to its own other government bodies responsible for the terms of this Treaty.

14.8 The National Focal Points, or "Ombudsmen", shall cooperate with each other and with the Joint Committee with a view to helping in the prevention of disputes between the Parties.

(3) The Foreign Trade Board (CAMEX) is part of the Government Council of the Presidency of the Federative Republic of Brazil. Its main body is the Council, which is an inter-ministerial body.

Article 15. Exchange of Information between Parties

15.1 The Parties shall exchange information, whenever possible and relevant to reciprocal investments, concerning business opportunities, procedures, and requirements for investments, particularly through the Joint Committee and its National Focal Point/Ombudsman.

15.2 For this purpose, the Party shall provide, when requested, in a timely fashion, information related, in particular, to the following items:

a) Regulatory conditions for investments;

b) Governmental programs and possible related incentives;

c) Relevant public policies and legal frameworks;

d) Legal framework for investments, including legislation on the establishment of companies and joint ventures;

e) Related international treaties;

f) Customs procedures and tax regimes;

g) Statistical information on the market for goods and services;

h) Available infrastructure and public services;

i) Governmental procurement, public concessions and Public-Private Partnerships (PPPs);

j) Social and labour requirements;

k) Immigration legislation;

l) Currency exchange legislation;

m) Information on legislation of specific economic sectors or segments previously identified by the Parties; and

n) Regional investment projects.

Article 16. Treatment of Protected Information

16.1 The Parties shall respect the level of protection of information provided by the submitting Party, according to their respective law.

16.2 None of the provisions of the Treaty shall be construed to require any Party to disclose protected information, the disclosure of which would jeopardize law enforcement or otherwise be contrary to the public interest or would violate the privacy or harm legitimate business interests. For the purposes of this paragraph, protected information includes confidential information or information considered privileged or protected from disclosure under the law of a Party.

Article 17. Dissemination of Information to Investors

Subject to its law, each Party shall disseminate among investors general information on investments, regulatory frameworks and business opportunities.

Article 18. Dispute Prevention Procedure

18.1 If a Party considers that a specific measure adopted by the other Party constitutes a breach of this Treaty, it may invoke this Article to initiate a dispute prevention procedure within the Joint Committee.

18.2 The following rules apply to the aforementioned procedure:

a) To initiate the procedure, the interested Party shall submit a written request to the other Party, identifying the specific measure in question, and informing the findings of fact and law underlying the submission. The Joint Committee shall meet within ninety (90) days from the date of the request;

b) The Joint Committee shall have one hundred and twenty (120) days from the date of the first meeting, extendable by mutual agreement, to evaluate the submission presented and to prepare a report;

c) The report of the Joint Committee shall include:

i) Identification of the submitting Party;

ii) Description of the measure in question and the alleged breach of the Treaty; and

iii) Findings of the Joint Committee.

d) In the event that the dispute is not resolved upon the completion of the time frames set forth in this Article, or there is non-participation of a Party in the meetings of the Joint Committee convened according to this Article, the dispute may be submitted to arbitration by a Party in accordance with Article 19 of the Treaty.

18.3 If the measure in question pertains to a specific investor, the following additional rules shall apply:

a) The initial submission shall identify the affected investor;

b) Representatives of the affected investor may be invited to appear before the Joint Committee; and

c) A Party may deny submission to the dispute prevention procedure matters pertaining to a specific investor which have been previously submitted by that investor to other dispute settlement mechanisms, unless those proceedings are withdrawn from other dispute settlement mechanisms.

18.4 Whenever relevant to the consideration of the measure in question, the Joint Committee may invite other interested stakeholders to appear before the Joint Committee and present their views on such measure.

18.5 The meetings of the Joint Committee and all documentation, as well as steps taken in the context of the mechanism established in this Article, shall remain confidential, except for the report submitted by the Joint Committee, subject to the law of each of the Parties.

Article 19. Disputes between Parties

19.1 Any dispute between the Parties which has not been resolved after being subject to the Dispute Prevention Procedure may be submitted by either Party to an ad hoc Arbitral Tribunal, in accordance with the provisions of this Article. Alternatively, the Parties may choose, by mutual agreement, to submit the dispute to a permanent arbitration institution for settlement of investment disputes. Unless the Parties decide otherwise, such institution shall apply the provisions of this Part.

19.2 The purpose of the arbitration is to decide on interpretation of this Treaty or the observance by a Party of the terms of this Treaty. For greater certainty, the Arbitral Tribunal shall not award compensation.

19.3 A Tribunal constituted under this Article shall examine matters related to Part I, Part 11 (excluding Articles 8 and 10.1), Article 16, Article 21, and Part VII of this Treaty.

19.4 Such a Tribunal shall be constituted for each individual case in the following way: within two (2) months of the receipt of the request for arbitration, each Party shall appoint one member of the Tribunal. Those two members shall then select a national of a third State who, on approval by the two Parties, shall be appointed Chairman of the Tribunal. The Chairman shall be appointed within two (2) months from the date of appointment of the other two members.

19.5 If within the periods specified in Article 19.4 the necessary appointment(s) have not been made, either Party may, in the absence of any other agreement, invite the President of the International Court of Justice to make any necessary appointment(s). If the President is a national of either Party or if he or she is otherwise prevented from discharging the said function, the Vice President shall be invited to make the necessary appointment(s). If the Vice President is a national of either Party or if he or she too is prevented from discharging the said function, the member of the International Court of Justice next in seniority who is not a national of either Party shall be invited to make the necessary appointment(s).

19.6 Arbitrators must:

a) Have the experience or expertise in Public International Law/ international investment rules or international trade, or the resolution of disputes arising in relation to international investment agreements;

b) Be independent of and not be affiliated, directly or indirectly, with any of the Parties or with the other arbitrators or potential witnesses nor take instructions from the Parties; and

c) Comply with the code of conduct detailed in Annex II, or any other standard of conduct established by the Joint Committee.

19.7 The arbitral tribunal shall reach its decision by a majority of votes. Such decision shall be binding on both Parties, who shall, in accordance with its law, comply with it without delay.

19.8 The Parties to the arbitration shall share the costs of the arbitration/including the arbitrator fees, expenses/ allowances and other administrative costs. Each Party shall bear the cost of its representation in the arbitral proceedings. The Tribunal may, however, in its discretion direct that the entire costs or a higher proportion of costs shall be borne by one of the two disputing Parties and this determination shall be binding on both disputing Parties.

19.9 The Tribunal shall decide all questions relating to its competence and/ subject to any agreement between the disputing Parties, determine its own procedure, taking into account the PCA Optional Rules.

Part V. Exceptions

Article 20. Tax Measures

20.1 No provision of this Treaty shall be interpreted as an obligation of one Party to give to an investor from the other Party, concerning the investment, the benefit of any treatment/ preference or privilege arising out of any agreement to avoid double taxation, current or future, of which a Party to this Treaty is a party or becomes a party.

20.2 No provision of this Treaty shall be interpreted in a manner that prevents the adoption or implementation of any measure aimed at ensuring the equitable or effective imposition or collection of taxes, according to the respective law of the Parties.

20.3 For greater certainty, where the Party in which an investment is made makes it evident to the other Party that a measure alleged to be a breach of its obligations under this Treaty has been adopted in compliance with a specific tax law, such measure of that Party shall not be open for review under Article 19.

Article 21. Prudential Measures

21.1 Nothing in this Treaty shall be construed to prevent a Party from adopting or maintaining prudential measures, such as:

a) The protection of investors, depositors, financial market participants, policy-holders, policy-claimants, or persons to whom a fiduciary duty is owed by a financial institution;

b) The maintenance of the safety, soundness, integrity or financial responsibility of financial institutions; and

c) Ensuring the integrity and stability of the financial system of a Party.

21.2 Where such measures do not conform to the provisions of this Treaty, they shall not be used as a means of circumventing the commitments or obligations of the Party under this Treaty.

21.3 Nothing in this Treaty shall apply to non-discriminatory measures of general application taken by a central bank or monetary authority of a Party in pursuit of monetary and related credit policies or exchange rate policies. This paragraph is without prejudice to the rights and obligations of each of the Parties under Article 9.

Article 22. Provisions on Investment and Environment, Labor Affairs and Health

22.1 Nothing in this Treaty shall be construed to prevent a Party from adopting, maintaining or enforcing any measure it deems appropriate to ensure that investment activity in its territory is undertaken in a manner according to labor, environmental and health law of that Party, provided that this measure is not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination or a disguised restriction.

22.2 The Parties recognize that it is inappropriate to encourage investment by lowering the standards of their labor, environmental or health law. Therefore, each Party shall not amend or repeal, nor offer the amendment or repeal of such law to encourage the establishment, maintenance or expansion of an investment in its territory, to the extent that such amendment or repeal involves decreasing their labor environmental or health standards. If a Party considers that another Party has offered such an encouragement, the issue shall be addressed through consultations with the other Party.

Article 23. General Exceptions

23.1 Nothing in this Treaty shall be construed to prevent the adoption or enforcement by a Party of measures of general applicability applied on a non-discriminatory basis that are necessary (4) to:

a) Protect public morals or maintaining public order;

b) Protect human, animal or plant life or health;

c) Ensure compliance with law(s) and regulations that are not inconsistent with the provisions of this Treaty;

d) Protect and conserve the environment, including all living and non-living natural resources; or

e) Protect national treasures or monuments of artistic, cultural, historic or archaeological value.

(4) In considering whether a measure is "necessary", it shall be taken into account whether there was no less restrictive alternative measure reasonably available to a Party.

Article 24. Security Exceptions

24.1 Nothing in this Treaty shall be construed:

a) To require a Party to furnish any information, the disclosure of which it considers contrary to its essential security interests; or

b) To prevent a Party from taking any action which it considers necessary for the protection of its essential security interests including but not limited to:

i) Action relating to fissionable and fusionable materials or the materials from which they are derived;

ii) Action taken in time of war or other emergency in domestic or international relations;

iii) Action relating to the traffic in arms, ammunition and implements of war and to such traffic in other goods and materials as is carried on directly or indirectly for the purpose of supplying a military establishment;

iv) Action taken so as to protect critical public infrastructure including communication, power and water infrastructures from deliberate attempts intended to disable or degrade such infrastructure; or

v) Any policy, requirement or measure including, without limitation, a requirement obtaining (or denying) any security clearance to any company, personnel or equipment.

c) To prevent a Party from taking any action in pursuance of its obligations under the United Nations Charter for the maintenance of international peace and security.

24.2 Each Party shall inform the other Party to the fullest extent possible of measures taken under Article 24.1 and of their termination.

24.3 Nothing in this Treaty shall be construed to require a Party not to adopt or maintain measures in any legislation or regulations which it considers necessary for the protection of its essential security interests, especially when it relates to a non-Party.

24.4 This Article shall be interpreted in accordance with the understanding of the Parties on security exceptions as set out in Annex I, which shall form an integral part of this Treaty.

Part VI. Agenda for Further Investment Cooperation and Facilitation

Article 25. Agenda for Further Investment Cooperation and Facilitation

25.1 The Joint Committee shall develop and discuss an Agenda for Further Cooperation and Facilitation on relevant topics for the promotion and enhancement of bilateral investment. The topics that shall be initially addressed shall be decided in the first meeting of the Joint Committee.

25.2 The agenda shall be discussed between the competent government authorities of both Parties. The Joint Committee shall invite, when applicable, additional competent government officials for both parties in the discussions of the agenda.

25.3 The Parties shall submit to the Joint Committee the names of government bodies and its official representatives involved in these discussions.

Article 26. Relationship with other Treaties

26.1 This Treaty or any action taken hereunder shall not affect the rights and obligations of the Parties under any other agreement to which they are parties, including the Agreements of the World Trade Organization.

26.2 Any inconsistency, or question regarding the relationship between this Treaty and another bilateral agreement between the Parties, or a multilateral agreement to which both Parties are a party, shall be resolved in accordance with the Vienna Convention on the Law of Treaties.

Article 27. Amendments

27.1 This Treaty may be amended at any time at the request of either Party. The requesting Party must submit its request in written form explaining the grounds on which the amendment shall be made. The other Party shall consult with the requesting Party regarding the proposed amendment and must also respond to the request in writing.

27.2 This Treaty will stand automatically amended at all times to the extent that the Parties agree, after completion of their respective ratification procedures. Any agreement to amend the treaty pursuant to this Article must be expressed in writing, whether in a single written instrument or through an exchange of diplomatic notes. These amendments shall be binding on the tribunals constituted under Article 19 of this Treaty and an award must be consistent with all amendments to this Treaty.

27.3 Amendments shall enter into force according to the procedure described in Paragraph 28.2.

Article 28. Entry Into Force, Duration and Termination

28.1 Neither the Joint Committee nor the National Focal Point/Ombudsman shall replace or impair, in any way, any other agreement or the diplomatic channels existing between the Parties.

28.2 This Treaty shall enter into force ninety (90) days after the date of the receipt of the second diplomatic note indicating that all necessary internal procedures with regard to the conclusion and the entering into force of international agreements have been completed by both Parties.

28.3 This Treaty shall remain in force for a period of ten (10) years and shall lapse thereafter unless the Parties expressly agree in writing that it shall be renewed for an additional ten (10)-year period. On the occasion of the last Joint Committee meeting immediately prior to the completion of such period and of any additional ten (10) year period, the Parties shall discuss the matter.

28.4 This Treaty may be terminated any time after its entry into force if either Party gives to the other Party a prior notice in writing twelve (12) months in advance stating its intention to terminate the Treaty. The Treaty shall stand terminated immediately after the expiry of the twelve (12) month notice period.

28.5 In respect of investments made prior to the date when the termination of this Treaty becomes effective, the provisions of this Treaty shall remain in force for a period of five (5) years.

Conclusion

IN WITNESS WHEREOF the undersigned, duly authorized thereto by their respective Governments, have signed this Treaty.

DONE at New Delhi, on this 25th day of January 2020, in two originals each in the Hindi, English and Portuguese languages, all texts being equally authoritative. In case of any divergence in interpretation, the English text shall prevail.

FOR THE FEDERATIVE REPUBLIC OF BRAZIL

Ernesto Araújo

Minister of Foreign Affairs