(a) if the Party complained against considers that the level of concessions or other obligations suspended by the complaining Party is manifestly excessive, it may request in writing to the complaining Party the reconvening of the arbitral tribunal to examine the matter; and

(b) if the Party complained against considers that it has complied with paragraph 1 of Article 19.13, it may request consultations with the complaining Party. The complaining Party shall enter into consultations within 10 days after the date of receipt of the request. If the Parties fail to resolve the matter within 30 days after the date of receipt of the request for consultations pursuant to this subparagraph, the Party complained against may request in writing to the complaining Party the reconvening of the arbitral tribunal to examine the matter.

8. When a request for the reconvening of the arbitral tribunal is made by the Party complained against in accordance with subparagraph 7(a), the arbitral tribunal shall be reconvened within 15 days after the date of receipt of the request and shall issue, within 45 days after the date on which it is reconvened, its award containing a determination on the appropriate level of suspension to be applied by the complaining Party.

9. When a request for the reconvening of the arbitral tribunal is made by the Party complained against in accordance with subparagraph 7(b), the arbitral tribunal shall be reconvened and shall issue its award, applying, mutatis mutandis, paragraphs 3 through 8 of Article 19.14. In the event of a finding that the Party complained against has not complied with paragraph 1 of Article 19.13, the reconvened arbitral tribunal may also, on request of either Party, examine whether the level of the existing suspension of concessions or other obligations is still appropriate and, if not, provide a determination on the appropriate level of suspension.

10. With respect to the terms of reference, functions and proceedings of the arbitral tribunal reconvened in accordance with this Article, Article 19.7, Article 19.8 other than subparagraph (b), Article 19.9 other than paragraph 6, Article 19.10, Article 19.11 other than paragraph 3, and Article 19.12 other than paragraphs 2, 3 and 6, shall apply mutatis mutandis.

Article 19.16. Rules of Procedure

1. The Joint Committee shall adopt the Rules of Procedure, including the Indicative Timetable and Code of Conduct, upon the entry into force of this Agreement. The Rules of Procedure provide the details of the rules and procedures of arbitral tribunals established under this Chapter.

2. Unless the Parties otherwise agree, the arbitral tribunal shall follow the Rules of Procedure adopted by the Joint Committee and may, after consulting the Parties, adopt additional rules of procedure not inconsistent with the Rules of Procedure adopted by the Joint Committee.

3. Where an arbitral tribunal is reconvened in accordance with Article 19.14 or 19.15, it may, after consulting the Parties, determine the rules of procedure for the proceedings, drawing as it deems appropriate on the Rules of Procedure adopted by the Joint Committee in accordance with paragraph 1.

Article 19.17. Modifications of Time Periods, Rules and Procedures

Any time period or other rules and procedures for arbitral tribunals provided for in this Chapter, including the Rules of Procedure referred to in Article 19.16, may be modified for a particular dispute by the arbitral tribunal established for that particular dispute, provided that the Parties consent to such modifications.

Article 19.18. Expenses

Unless the Parties otherwise agree, the expenses of an arbitral tribunal, including the remuneration of the arbitrators, shall be borne by the Parties in equal shares.

Chapter 20. Final Provisions

Article 20.1. Table of Contents and Headings

The table of contents and headings of the Chapters, Sections and the Articles of this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

Article 20.2. Annexes and Notes

The Annexes and Notes to this Agreement shall form an integral part of this Agreement.

Article 20.3. Amendment

1. This Agreement may be amended by written agreement between the Parties.

2. Such amendment shall be approved by the Parties in accordance with their respective legal procedures and shall enter into force on the date to be agreed by the Parties.

Article 20.4. Entry Into Force

This Agreement shall enter into force on the thirtieth day after the date on which the Governments of the Parties exchange diplomatic notes informing each other that their respective legal procedures necessary for entry into force of this Agreement have been completed. It shall remain in force unless terminated as provided for in Article 20.6.

Article 20.5. General Review

Unless the Parties otherwise agree, the Parties shall undertake a general review of the implementation and operation of this Agreement in the sixth year following the date of entry into force of this Agreement, or at any time agreed by the Parties.

Article 20.6. Termination

Either Party may terminate this Agreement by giving one year's advance notice in writing to the other Party.

Article 20.7. Authentic Texts

1. The texts of this Agreement in the Japanese and English languages shall be equally authentic.

2. Notwithstanding paragraph 1, Part 2 of Annex 1 (Schedules in Relation to Article 2.4 (Elimination or Reduction of Customs Duties)), Part 1 of Annex 6 (Non- Conforming Measures Relating to Paragraph 1 of Articles 9.7 and 14.10), Part 1 of Annex 7 (Non-Conforming Measures Relating to Paragraph 2 of Articles 9.7 and 14.10), Part 1 of Annex 10 (Specific Commitments on the Movement of Natural Persons) and Part 1 of Annex 13 (Government Procurement) are written only in the English language.

Conclusion

IN WITNESS WHEREOF, the undersigned, being duly authorised by their respective Governments, have signed this Agreement.

DONE at Canberra on this eighth day of July in the year 2014, in duplicate in the English and Japanese languages.

For Australia:

For Japan:

Attachments

Annex 6. Referred to in chapter 9 (trade in services) and chapter 14 (investment)

NON-CONFORMING MEASURES RELATING TO PARAGRAPH 1 OF ARTICLES 9.7 and 14.10

Part 1. Schedule of Australia

Section 1. Notes for Sections 2 and 3

1. Section 2 of the Schedule of Australia sets out, pursuant to Articles 9.7 (Trade in Services - Non-Conforming Measures) and 14.10 (Investment - Non-Conforming Measures and Exceptions), Australia's existing measures that are not subject to some or all of the obligations imposed by:

(a) Article 9.3 (Trade in Services - Market Access);

(b) Article 9.4 (Trade in Services - National Treatment) or 14.3 (Investment - National Treatment) ;

(c) Article 9.5 (Trade in Services - Most-Favoured- Nation Treatment) or 14.4 (Investment - Most- Favoured-Nation Treatment);

(d) Article 9.6 (Trade in Services - Local Presence);

(e) Article 14.8 (Investment - Senior Management and Boards of Directors); or

(f) Article 14.9 (Investment - Prohibition of Performance Requirements).

2. Section 3 of the Schedule of Australia sets out, pursuant to Articles 9.7 (Trade in Services - Non-Conforming Measures) and 14.10 (Investment - Non-Conforming Measures and Exceptions), Australia's additional existing measures with respect to or relating to trade in financial services that are not subject to some or all of the obligations imposed by:

(a) Article 9.3 (Trade in Services - Market Access);

(b) Article 9.4 (Trade in Services - National Treatment) or 14.3 (Investment - National Treatment);

(c) Article 9.5 (Trade in Services - Most-FavouredNation Treatment) or 14.4 (Investment - MostFavoured-Nation Treatment);

(d) Article 9.6 (Trade in Services - Local Presence);

(e) Article 14.8 (Investment - Senior Management and Boards of Directors); or

(f) Article 14.9 (Investment – Prohibition of Performance Requirements).

Note 1: Commitments on measures with respect to or relating to trade in financial services are undertaken subject to the limitations and conditions set forth in Chapter 9 (Trade in Services), Chapter 11 (Financial Services), Chapter 14 (Investment), this Section and the Schedule below.

Note 2: To clarify Australia's commitment with respect to Article 9.3 (Trade in Services - Market Access), enterprises supplying financial services and constituted under the laws of Australia are subject to non-discriminatory limitations on juridical form. (1)

Note 3: Without prejudice to other means of prudential regulation of cross-border trade in financial services, Australia reserves the right to require the non-discriminatory licensing or registration of cross-border financial service suppliers of Japan and of financial instruments in accordance with Article 11.4 (Financial Services – Domestic Regulation).

Note 4: Australia reserves the right to adopt or maintain non-discriminatory limitations concerning admission to the market of new financial services where such measures are required to achieve prudential objectives. Australia may determine the institutional and juridical form through which a new financial service may be supplied and may require authorisation for the supply of the service. Where authorisation to supply a new financial service is required, the authorisation may only be refused for prudential reasons.

3. Each Schedule entry sets out the following elements:

(a) "Sector" refers to the sector for which the Schedule entry is made;

(b) "Obligations Concerned" specifies the obligation(s) referred to in paragraph 1 that, pursuant to subparagraph 1(a) of Articles 9.7 (Trade in Services - Non-Conforming Measures) and 14.10 (Investment - Non-Conforming Measures and Exceptions), do not apply to the listed measure (s);

(c) "Level of Government" indicates the level of government maintaining the listed measure(s);

(d) "Source of Measure" means the laws, regulations or other measures that are the source of the non- conforming measure for which the Schedule entry is made. A measure cited in the "Source of Measure" element:

(i) means the measure as amended, continued or renewed as of the date of entry into force of this Agreement; and

(ii) includes any subordinate measure adopted or maintained under the authority of and consistent with the measure; and

(e) "Description" sets out the non-conforming measure for which the Schedule entry is made.

Note 1: In accordance with Articles 9.7 (Trade in Services - Non-Conforming Measures) and 14.10 (Investment - Non-Conforming Measures and Exceptions), the articles of this Agreement specified in the "Obligations Concerned" element of an entry do not apply to the non- conforming measure identified in the "Description" element of that entry.

Note 2: A reference to National Treatment in the "Obligations Concerned" element of an entry specifies Australia's obligations under Article 9.4 (Trade in Services - National Treatment) and Article 14.3 (Investment - National Treatment) .

4. Local Presence and National Treatment are separate disciplines and a measure that is only inconsistent with Local Presence (such as residency requirements) has not been reserved against National Treatment.

5. Where Australia maintains a measure that requires that a service supplier be a citizen, permanent resident or resident of its territory as a condition to the supply of a service in its territory, a Schedule entry for that measure taken with respect to Article 9.4 (Trade in Services - National Treatment), 9.5 (Trade in Services - Most-Favoured-Nation Treatment) or 9.6 (Trade in Services - Local Presence) shall operate as a Schedule entry with respect to Article 14.3 (Investment - National Treatment), 14.4 (Investment - Most-Favoured-Nation Treatment) or 14.9 (Investment - Prohibition of Performance Requirements) to the extent of that measure.

6. Australia reserves the right to maintain and to add to this Schedule any non-conforming measure at the regional level of government that existed at 1 January 2005, but was not listed in this Schedule at the date of entry into force of this Agreement, against the following obligations:

(a) Article 9.4 (Trade in Services - National Treatment) or 14.3 (Investment - National Treatment) ;

(b) Article 9.5 (Trade in Services - Most-Favoured- Nation Treatment) or 14.4 (Investment - Most- Favoured-Nation Treatment);

(c) Article 9.6 (Trade in Services - Local Presence);

(d) Article 14.8 (Investment - Senior Management and Boards of Directors); or

(e) Article 14.9 (Investment – Prohibition of Performance Requirements).

Section 2.

1.

Sector: All Sectors

Obligations Concerned: Market Access (Article 9.3) National Treatment Senior Management and Boards of Directors (Article 14.8)

Level of Government: Central and Regional

Source of Measure: Australia's foreign investment policy, which includes the Foreign Acquisitions and Takeovers Act 1975 (Cth); Foreign Acquisitions and Takeovers Regulations 1989 (Cth); Financial Sector (Shareholdings) Act 1998 (Cth) and Ministerial Statements. Land Act 1994 (Qld); Foreign Ownership of Land Register Act 1988 (Qld)

Description: Commonwealth

A. The following investments may be subject to objections by the Australian Government and may also require notification to the Government (2):

(a) investments by foreign persons (3) of 5 per cent or more in the media sector, regardless of the value of the investment;

(b) investments by foreign persons in existing (4) Australian businesses, or prescribed corporations, (5) the value of whose assets exceeds 248 million# Australian Dollars in the following sectors:

(i) the telecommunications sector;

(ii) the transport sector, including airports, port facilities, rail infrastructure, international and domestic aviation and shipping services provided either within, or to and from, Australia;

(iii) the supply of training or human resources, or the manufacture or supply of military goods, equipment, or technology, to the Australian or other defence forces;

(iv) the manufacture or supply of goods, equipment or technologies able to be used for a military purpose;

(v) the development, manufacture or supply of, or provision of services relating to, encryption and security technologies and communication systems; and

(vi) the extraction of (or rights to extract) uranium or plutonium, or the operation of nuclear facilities;

(c) investments by foreign persons in existing Australian businesses, or prescribed corporations, in all other sectors, excluding financial sector companies (6), the value of whose total assets exceeds 1078 million # Australian Dollars;

(d) acquisitions by foreign persons of developed non-residential commercial real estate valued at more than1078 million # Australian Dollars;

(e) direct investments by foreign government investors, irrespective of size;

Notified investments may be refused, subject to interim orders, and/or approved subject to compliance with certain conditions. Investments referred to in (a) through (e) for which no notification is required or received may be subject to orders under Sections 18 through 21 and 21A of the FATA.

B. The acquisition of a stake in an existing financial sector company by a foreign investor, or entry into an arrangement by a foreign investor, that would lead to an unacceptable shareholding situation or to practical control (7) of an existing financial sector company, may be refused, or be subject to certain conditions (8)

C. In addition to the measures identified in this entry, other entries in Annex 6 or Annex 7 set out additional non-conforming measures imposing specific limits on, or requirements relating to, foreign investment in the following areas:

(a) Telstra;

(b) Commonwealth Serum Laboratories;

(c) Qantas Airways Ltd.;

(d) Australian international airlines, other than Qantas;

(e) urban land;

(f) agricultural land;

(g) agribusiness;

(h) federal leased airports; and

(i) shipping.

Queensland

Certain leases (obtained at ballot), and other leases at the discretion of the Minister, may be subject to a condition that the lessee personally lives on the lease for the first seven years of its term.

While all changes to ownership of land must be registered, there is an additional duty on foreign land holders to disclose, through a prescribed notification, present interests in and acquisitions of land, disposal of interests in land and notification on ceasing to be or becoming a foreign person.

Failure to provide the information causes a breach of the Act that may result in prosecution, the imposition of financial penalties and/or forfeiture of the interest in the land to the Crown.

2.

Sector: All Sectors

Obligations Concerned: Local Presence (Article 9.6)

Level of Government: Central

Source of Measure: Corporations Act 2001 (Cth)

Corporations Regulations 2001 (Cth)

Description: At least one director of a private company must be ordinarily resident in Australia.

At least two directors of a public company must be ordinarily resident in Australia.

At least one secretary of a private company (if such a private company appoints one or more secretaries) must be ordinarily resident in Australia.

At least one secretary of a public company must be ordinarily resident in Australia.

3.

Sector: All Sectors

Obligations Concerned: National Treatment Local Presence (Article 9.6) Senior Management and Boards of Directors (Article 14.8)

Level of Government: Regional

Source of Measure: Associations Act (NT) Associations Incorporations Act 1991 (ACT) Associations Incorporations Act 1981 (Qld) Association Incorporations Act 1985 (SA) Associations Incorporation Act 1964 (Tas) Associations Incorporation Reform Act 2012 (Vic)

Description:

Northern Territory

An application for the incorporation of an association (9) must be made by a person who is a resident of the Northern Territory.

The public officer of an incorporated association must be a person who is a resident of the Northern Territory.

Australian Capital Territory

An application for incorporation of an association must be made by a person who is a resident of the Australian Capital Territory.

The public officer of an incorporated association must be a person who is a resident of the Australian Capital Territory.

Queensland

The office of secretary shall become vacant if the person holding that office ceases to be a resident in Queensland, or in another State but not more than 65 km from the Queensland border.

The management committee of an incorporated association must ensure the secretary is an individual residing in Queensland, or in another State but not more than 65 km from the Queensland border.

The members of the management committee of an incorporated association must ensure that the association has an address nominated for the service of documents on the association. The nominated address must be a place in the State where a document can be served personally on a person. A post office box is not a place that can be shown as a nominated address.

South Australia

The public officer of an incorporated association must be a person who is a resident of South Australia.

Tasmania