Title
Investment Agreement between the Republic of Chile and the Oriental Republic of Uruguay
Body
Article 1. Definitions
For the purposes of this Agreement:
(a) TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights contained in Annex I-C to the WTO Agreement;
(b) Center means the International Center for Settlement of Investment Disputes (ICSID) established by the ICSID Convention;
(d) New York Convention means the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, held at New York on 10 June 1958;
(d) The ICSID Convention means the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, done at Washington on 18 March 1965;
(e) Defendant means the Party that is party to a dispute relating to an investment;
(f) claimant means an investor of a Party that is party to a dispute relating to investments with the other Party;
(g) an enterprise means any entity incorporated or organized under the laws of any Party, whether or not for profit, whether privately owned or government owned, including corporations, branches, trusts, holdings, sole proprietorship, Joint ventures or other partnerships;
(h) State enterprise means a company owned or controlled, in whole or in the majority, by a Party, for the purpose of conducting business activities;
(i) an enterprise of a Party means a business incorporated or organized under the law of a Party and a branch located in the territory of a Party which carries on business in the territory of a Party;
(j) shall be effective as of the date of entry into force of this Agreement;
(k) Financial institution means any financial intermediary or other enterprise that is authorized to do business and is regulated or supervised as a financial institution in accordance with the law of the Party in whose territory it is located;
(l) investment means any asset owned or controlled by an investor, directly or indirectly, that has the characteristics of an investment, including such features as the commitment of capital or other resources, the expectation of profits or profits, Or the assumption of risk. The forms that an investment can take include:
(i) an enterprise;
(ii) shares, capital and other forms of equity participation in a company;
(iii) bonds, debentures, loans and other debt instruments (1); but does not include a debt instrument of a Party or a State enterprise;
(iv) futures, options and other derivatives;
(V) contractual rights, including turnkey contracts, construction, management, production, concession, revenue sharing;
(vi) intellectual property rights;
(vii) rights granted in accordance with domestic law, such as concessions, licenses, authorizations, and permits (2); and
(viii) other tangible or intangible, movable or immovable rights and related property rights, such as leases, mortgages, liens and pledges;
But investment does not mean an order or judgment entered in a judicial or administrative process;
(m) covered investment means, in respect of a Party, an investment existing in its territory by an investor of the other Party at the date of entry into force of this Agreement or established, acquired, or expanded subsequently;
(n) investor of a non-Party means, in respect of a Party, an investor that it intends to carry out, is carrying out or has made an investment in the territory of that Party, and is not an investor of any of the parts;
(ñ) an investor of a Party means a Party or an enterprise of the Party's State, or a national or enterprise of that Party, which has the purpose of realizing (3), is making or has made an investment in the territory of the other Party; Whereas, however, a natural person who has dual nationality will be considered exclusively a national of the State of his dominant and effective nationality;
(o) measure means any law, regulation, procedure, requirement or practice;
(p) freely usable currency means the currency of free use, as determined in accordance with the Articles of Agreement of the International Monetary Fund;
(q) national means a natural person having the nationality of a Party:
(i) with respect to Chile, a Chilean (a) as defined in the Political Constitution of the Republic of Chile or a permanent resident of Chile; and
(ii) with respect to Uruguay, a natural person who holds Uruguayan citizenship, in accordance with its legislation;
(r) Non-disputing party means the Party that is not a party to a dispute relating to an investment;
(s) the disputing party means either the plaintiff or the defendant;
(t) disputing parties means the plaintiff and the defendant;
(u) person means a natural or physical person, or a company;
(v) a person of a Party means a national or an enterprise of a Party;
(w) UNCITRAL Arbitration Rules means the Arbitration Rules of the United Nations Commission on International Trade Law;
(x) ICSID Additional Facility Rules means the Regulation of the Supplementary Mechanism for Procedural Administration by the Secretariat of the International Center for Settlement of Investment Disputes;
(y) Secretary-General means the Secretary-General of ICSID;
(z) territory means:
(i) with respect to Chile, land, sea and air space and the exclusive economic zone and the continental shelf on which it exercises sovereign rights and jurisdiction in accordance with international law and its domestic legislation; and
(ii) with respect to Uruguay, terrestrial space, internal waters, territorial sea and airspace under its sovereignty and the exclusive economic zone and continental shelf on which it exercises sovereign rights and jurisdiction in accordance with international law; and
(ab) Court means an arbitral tribunal established under Articles 20 or 26.
Article 2. Scope of Application (4) (5) (6)
1. This Agreement applies to measures adopted or maintained by a Party relating to:
(A) the investors of the other Party;
(B) investments covered; and
(C) with respect to Articles 7 and 14, all investments in the territory of the Party.
2. This Agreement does not apply to measures taken or maintained by one Party in relation to investors of the other Party and investments of such investors in financial institutions in the territory of the Party.
3. For greater certainty, the requirement of a Party that a service provider of the other Party deposits a security or other form of financial security as a condition for providing a service in its territory does not itself make this Agreement applicable to the provision Cross-border of this service. This Agreement applies to the treatment granted by that Party to the deposit or financial guarantee deposited, to the extent that such security or financial guarantee is a covered investment.
4. This Agreement does not apply to any act or fact which took place, or any situation arising, before the date of entry into force of this Agreement, except as provided in Annex C.
Article 3. National Treatment
1. Each Party shall accord to investors of the other Party treatment no less favorable than that it accords in similar circumstances to its own investors in connection with the establishment, acquisition, expansion, administration, conduct, operation and sale or otherwise Of disposition of the investments in its territory.
2. Each Party shall accord to covered investments treatment no less favourable than that it accords, under similar circumstances, to investments in its territory by its own investors in connection with the establishment, acquisition, expansion, administration, conduct, operation and sale or another form of disposition of the investments.
Article 4. Most-favored-nation Treatment (7)
1. Each Party shall accord to investors of the other Party treatment no less favorable than that it accords, in like circumstances, to investors of any non-Party with respect to the establishment, acquisition, expansion, administration, conduct, Operation and sale or other form of disposition of investments in its territory.
2. Each Party shall accord to covered investments treatment no less favorable than that it accords, under similar circumstances, to investments in its territory by investors of any non-Party in respect of the establishment, acquisition, expansion, administration, Conduction, operation and sale or other form of disposition of investments.
Article 5. Minimum Level of Treatment (8)
1. Each Party shall accord to covered investments a treatment consistent with customary international law, including fair and equitable treatment, as well as full protection and security.
2. For greater certainty, paragraph 1 prescribes that the minimum level of treatment of foreigners under customary international law is the minimum level of treatment that will be accorded to covered investments. The concepts of "fair and equitable treatment" and "full protection and security" do not require additional treatment or beyond that required by that level, and do not create additional substantive rights. The obligation in paragraph 1 to grant:
(a) "fair and equitable treatment" includes the obligation not to deny justice in criminal, civil or administrative proceedings, in accordance with the principle of due process incorporated into the principal legal systems of the world; Y
(b) "full protection and security" requires each Party to provide the level of police protection required by customary international law.
3. The determination that another provision of this Agreement, or other international agreement, has been violated does not establish that this Article has been violated.
Article 6. Treatment In the Event of a Dispute
1. Subject to the provisions of Article 9.6, each Party shall accord to investors of the other Party and to covered investments non-discriminatory treatment with respect to the measures it adopts or maintains in relation to losses suffered by investments in its territory Due to armed conflicts or civil strife.
2. Each Party shall accord to investors of the other Party who have suffered losses in connection with their investments in the territory of the other Party due to armed conflict, revolution, insurrection, civil disturbance or any other similar event, treatment in relation to Restitution, compensation, compensation or any other agreement which is no less favorable than that accorded to its own investors or to investors of a non-Party.
3. Paragraph 1 does not apply to existing measures relating to subsidies or grants that would be inconsistent with Article 3 except for Article 9.6
Article 7. Performance Requirements
1. Neither Party may impose or enforce any of the following requirements or enforce any obligation or commitment in connection with the establishment, acquisition, expansion, administration, conduct, operation or sale or any other disposition of an investment Of an investor of a Party or of a non-Party in its territory to:
(a) export a certain level or percentage of goods or services;
(b) achieve a certain degree or percentage of national content;
(c) acquire, use or give preference to goods produced in its territory, or acquire goods from persons in its territory;
(d) relate in any way the volume or value of imports with the volume or value of exports, or the amount of the foreign exchange inflows associated with such investment;
(e) restrict sales in its territory of the goods or services that such investment produces or lends, relating in any way such sales to the volume or value of its exports or to the profits generated in foreign currency;
(f) transferring to a person in its territory a particular technology, a productive process or other knowledge of its property; or
(g) act as the exclusive supplier from the Party's territory of the goods it produces or the services it provides for a specific regional market or the world market.
2. Neither Party may condition the receipt of an advantage or continue to receive it in connection with the establishment, acquisition, expansion, administration, conduct, operation, or sale or any other disposition of an investment in its Territory of an investor of a Party or of a non-Party to the fulfillment of any of the following requirements:
(a) achieve a certain degree or percentage of national content;
(b) acquire, use or give preference to goods produced in its territory, or acquire goods from persons in its territory;
(c) relate, in any form, the volume or value of imports with the volume or value of exports, or the amount of the foreign exchange inflows associated with such investment; or
(d) restricting sales in its territory of the goods or services that such investment produces or lends, relating in any way such sales to the volume or value of their exports or to the profits they generate in foreign currency.
3. (a) Nothing in paragraph 2 shall be construed as an impediment to
That a Party conditions the receipt of an advantage or the continuation of its receipt in connection with an investment in its territory by an investor of a Party or a non-Party to the fulfillment of requirements of location of production, Provision of services, training or employment of workers, construction or extension of particular facilities, or carrying out research and development in its territory.
(b) paragraph 1 (f) does not apply:
(i) where a Party authorizes the use of an intellectual property right under the TRIPS Agreement; or
(ii) where the requirement is imposed or the obligation or commitment is enforced by a court or administrative court or competition authority, to remedy a practice that has been determined following a judicial or administrative proceeding as anticompetitive under the laws Of competence of Part (9).
(c) provided that such measures are not applied arbitrarily or unjustifiably, or do not constitute a disguised restriction on international trade or investment, paragraphs 1 (b), (c) and (f), and paragraphs 2 (a) And (b) shall not be construed to prevent a Party from adopting or maintaining measures, including those of an environmental nature:
(i) necessary to ensure compliance with laws and regulations that are not inconsistent with the provisions of this Agreement;
(ii) necessary to protect human, animal or plant life or health; or
(iii) relating to the preservation of non-renewable natural resources.
(d) Paragraphs 1 (a), (b) and (c) and paragraphs 2 (a) and (b) shall not apply to the requirements for the classification of goods or services in respect of promotional Exports and external aid; and
(e) Paragraphs 2 (a) and (b) shall not apply to requirements imposed by an importing Party with respect to the contents of the goods necessary to qualify for preferential tariffs or quotas.
4. For greater certainty, paragraphs 1 and 2 shall not apply to any requirements other than those referred to in those paragraphs.
5. This Article does not exclude the application of any commitment, obligation or requirement between private parties where a Party has not imposed or required the commitment, obligation or requirement.
Article 8. Senior Executives and Boards
1. No Party may require that an enterprise of that Party, in so far as it is a covered investment, designates individuals of a particular nationality to hold senior management positions.
2. Without prejudice to paragraph 1, a Party may require that a majority of the members of a board of directors or any committee of such board of directors of an enterprise of that Party that is a covered investment be of a nationality in Or resident in the territory of the Party, provided that the requirement does not significantly impair the ability of the investor to exercise control of its investment.
Article 9. Non-conforming Measures
1. Articles 3, 4, 7 and 8 shall not apply to:
(A) any existing non-conforming measure that is maintained by a Party in:
(i) the government or central level authorities of a Party, as stipulated by that Party in its Schedule of Annex I; or
(ii) a local-level government of a Party;
(B) the continuation or prompt renewal of any non-conforming measure referred to in subparagraph (a); or
(C) an amendment to any non-conforming measure referred to in subparagraph (a) provided that such amendment does not diminish the conformity of the measure, as it was in force immediately prior to the amendment, with Articles 3, 4, 7 and 8.
2. Articles 3, 4, 7 and 8 shall not apply to any measure that a Party adopts or maintains in relation to sectors, subsectors or activities, as set out in its Schedule in Annex II.
3. No Party may require, pursuant to any measure taken after the date of entry into force of this Agreement and included in its Schedule to Annex II, an investor of the other Party, by reason of its nationality, Has any other way of an existing investment at the time the measure comes into force.
4. Article 3 does not apply to any measure that a Party adopts or maintains, in relation to the sectors, sub-sectors or activities, as indicated in its Schedule of Annex III.
5. Articles 3 and 4 shall not apply to any measure derogating from or derogating from the obligations provided for in Articles 3 and 4 of the TRIPS Agreement, as specifically provided for in those Articles and in Article 5 of the TRIPS Agreement On TRIPS.
6. Articles 3, 4 and 8 do not apply to subsidies or assignments granted by a Party, including government-backed loans, guarantees and insurance.
Article 10. Transfers (10)
1. Each Party shall permit all transfers related to a covered investment to be made freely and without delay to and from its territory. These transfers include:
(a) capital contributions;
(b) profits, dividends, interest, capital gains, royalty payments, administrative expenses, technical assistance and other charges;
(c) the proceeds from the sale or liquidation, total or partial, of the investment covered;
(d) payments made under a contract to which the investor or covered investment is a party, including payments made under a loan agreement;
(e) payments made in accordance with paragraphs 1 and 2 of Article 6 and with Article 11; and
(f) payments arising out of a dispute.
2. Each Party shall permit transfers relating to a covered investment to be made in a freely usable currency at the exchange rate prevailing on the market on the date of transfer.
3. Neither Party may require its investors to transfer, or penalize its investors who do not transfer, the income, profits and profits or other amounts derived from or attributable to investments in the territory of the other Party.
4. Without prejudice to paragraphs 1 and 2, a Party may prevent a transfer through the equitable, non-discriminatory and good faith application of its laws relating to:
(a) bankruptcy, insolvency or protection of the rights of creditors;
(b) issuance, trading or securities, futures or derivatives transactions;
(c) criminal offenses;
(d) financial reports or transfer records when necessary to assist in compliance with the law or with regulatory financial authorities; or
(e) ensuring compliance with orders or rulings in judicial, administrative or judicial proceedings.
Article 11. Expropriation and Compensation (11)
1. No Party shall expropriate or nationalize a covered investment, either directly or indirectly, through measures equivalent to expropriation or nationalization ("expropriation"), unless it is:
(a) because of public utility;
(b) in a non-discriminatory manner;
(c) by prompt, adequate and effective payment of compensation in accordance with paragraphs 2 to 4; and
(d) in accordance with the principle of due process.
2. The compensation shall:
(a) be paid without delay;
(b) be equivalent to the fair market value of the expropriated investment immediately prior to the expropriation ("expropriation date");
(c) not reflect any change in value because the intention to expropriate was known in advance of the date of expropriation; and
(d) be fully liquidable and freely transferable.
3. If the fair market value is denominated in a freely usable currency, the compensation paid shall not be less than the fair market value at the date of the expropriation, plus interest at a commercially reasonable rate for that currency, accrued since the date of expropriation until the date of payment.