e) Seek to address any issues or differences concerning investments of investors of a Party in an amicable manner; and
f) Supplement the rules for arbitral dispute settlement between the Parties, if necessary.
5. The Parties may establish ad hoc working groups, which shall meet jointly or separately from the Joint Committee.
6. The private sector may be invited to participate in the ad hoc working groups, whenever authorized by the Joint Committee.
7. The Joint Committee shall establish its own rules of procedure.
Article 19. National Focal Points or Ombudspersons
1. Each Party shall designate a single agency or authority as a National Focal Point, or Ombudsperson, which shall have as its main responsibility the support for investors from the other Party in its territory.
2. In the Federative Republic of Brazil, the National Focal Point or Ombudsperson shall be the Ombudsman of Direct Foreign Investment (OID) of the Foreign Trade Board (CAMEX).
3. In the Republic of Suriname, the National Focal Point or Ombudsperson shall be the Institute for the Promotion of Investments in Suriname — Instituut ter bevordering van Investeringen in Suriname (INVESTSUR)
4. The National Focal Point or Ombudsperson, among other responsibilities, shall:
a) Endeavour to follow the recommendations of the Joint Committee and interact with the National Focal Point of the other Party, in accordance with this Agreement;
b) Follow up on requests and enquiries of the other Party or of investors of the other Party with the competent authorities of the Party and inform the stakeholders on the results of its actions;
c) Assess, in consultation with relevant government authorities, suggestions and complaints of the Party received from the other Party or investors of the other Party and recommend, as appropriate, actions to improve the investment environment;
d) Seek to prevent differences in investment matters, in collaboration with government authorities of the Party and relevant private entities;
e) Provide timely and useful information on regulatory issues on general investment or on specific projects; and
f) Report its activities and actions to the Joint Committee, when appropriate.
5. The National Focal Points or Ombudspersons shall cooperate with each other and with the Joint Committee with a view to helping in the prevention of disputes between the Parties.
6. Each Party shall determine time limits for the implementation of each of its functions and responsibilities, which shall be communicated to the other Party.
Article 20. Exchange of Information between the Parties
1. The Parties shall exchange information, whenever possible and relevant to reciprocal investments, concerning business opportunities, procedures, and requirements for investment, particularly through the Joint Committee and its National Focal Points.
2. For this purpose, a Party shall provide, when requested, in a timely fashion and with respect for the applicable level of protection, information related, in particular, to the following issues:
a) Regulatory conditions for investment;
b) Governmental programs and possible related incentives;
c) Public policies and legal frameworks that may affect investment;
d) Legal framework for investment, 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) Government procurement and public concessions;
j) Social and labour requirements;
k) Immigration legislation;
l) Currency exchange legislation;
m) Legislation regarding specific economic sectors previously identified by the Parties;
n) Regional projects and agreements related to on investment; and
o) Public-Private Partnerships (PPPs)
Article 21. Treatment of Protected Information
1. Each Party shall respect the level of confidentiality as established by the submitting Party, according to the Party's national legislation on the matter.
2. None of the provisions of the Agreement 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 business information, and information considered privileged or protected from disclosure under the applicable laws of a Party.
Article 22. Interaction with the Private Sector
Recognizing the key role played by the private sector, the Parties shall disseminate, among the relevant business sectors, general information on investment, regulatory frameworks and business opportunities in the territory of the other Party.
Article 23. Cooperation between Agencies Responsible for Investment Promotion
The Parties shall promote cooperation between their investment promotion agencies in order to facilitate investment in the territory of the other Party.
Article 24. Dispute Prevention Procedure
1. If a Party considers that a specific measure adopted by the other Party constitutes a breach of this Agreement, it may invoke this Article to initiate a dispute prevention procedure within the Joint Committee.
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 presenting the relevant allegations of fact and law. The Joint Committee shall meet within sixty (60) days from the date of the request;
b) The Joint Committee shall have sixty (60) 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 the:
(i) Identification of the submitting Party;
(ii) Description of the measure in question and the alleged breach of the Agreement; 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 25 of this Agreement.
3. If the measure in question affects a specific investor, the following additional rules shall apply:
a) The initial submission shall identify the affected investor; and
b) Representatives of the affected investor may be invited to appear before the Joint Committee.
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.
5. The records of the meetings held under the Dispute Prevention Procedure and all other related documentation shall remain confidential, except for the report submitted by the Joint Committee under paragraph 2, subject to the law of each of the Parties regarding the disclosure of information.
Article 25. Settlement of Disputes between the Parties
1. Once the procedure under paragraph 3 of Article 24 has been exhausted and the dispute has not been resolved, either Party may submit the dispute 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 Article.
2. The purpose of the arbitration is to determine the conformity with this Agreement of a measure that a Party claims to be not in conformity with the Agreement.
3. The following may not be subject to arbitration: Article 13 - Security Exceptions; Article 14 - Domestic Legislation; Article 15- Corporate Social Responsibility; paragraph 1 of Article 16-lnvestment Measures and Combating Corruption and Illegality; and paragraph 2 of Article 17- Provisions on Investment and Environment, Labor Affairs and Health.
4. This Article shall not apply to any dispute concerning any facts which have occurred, nor any measures which have been adopted before the entry into force of this Agreement.
5. This Article shall not apply to any dispute if more than five (5) years have elapsed since the date on which the Party knew or should have known ofthe facts giving rise to the dispute.
6. The Arbitral Tribunal shall consist of three arbitrators. Each Party shall appoint, within three (3) months after receiving the "notice of arbitration", a member of the Arbitral Tribunal. Within three (3) months of the appointment of the second arbitrator, the two members shall appoint a national of a third State with which both Parties maintain diplomatic relations, who, upon approval by both Parties, shall be appointed chairperson of the Arbitral Tribunal. The appointment of the Chairperson must be approved by both Parties within one (1) month from the date of his/her nomination.
7. If, within the periods specified in paragraph 6 of this Article, the necessary appointments are not concluded, either Party may invite the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice is a national of one Party or is prevented from fulfilling said function, the member of the International Court of Justice who has the most seniority who is not a national of a Party will be invited to make the necessary appointments.
8. Arbitrators must:
a) Have the necessary 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 "Rules of conduct for the understanding on rules and procedures governing the settlement of disputes " of the World Trade Organization (WTO/DSB/RC/1, dated December 11 1996), as applicable to the dispute, or any other standard of conduct established by the Joint Committee.
9. The "Notice of Arbitration" and other documents relating to the resolution of the dispute shall be presented at the location designated by each Party.
10. The Arbitral Tribunal shall determine its own procedures, in consultation with the Parties, in accordance with this Article and, subsidiarity, to the extent that it is not inconsistent with this Agreement, with the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL) in force on the date of entry into force of this Agreement. The Arbitral Tribunal will render its decision by majority vote and decide on the basis of the provisions of this Agreement and the applicable principles and rules of international law as recognized by both Parties. Unless otherwise agreed by the Parties, the decision of the Arbitral Tribunal shall be rendered within nine (9) months, extendable for ninety (90) days, following the appointment of the Chairperson in accordance with paragraphs 6 and 7 of this Article.
11. The decision of the Arbitral Tribunal shall be final and binding to the Parties, who shall comply with it without delay.
12. The Joint Committee shall approve the general rule for determining the arbitrators' fees, taking into account the practices of relevant international organizations. The Parties shall bear the expenses of the arbitrators as well as other costs of the proceedings equally, unless otherwise agreed.
13. Notwithstanding paragraph 2 of this Article, the Parties may, through a specific arbitration agreement, request the arbitrators to examine the existence of damages caused by the measure in question under this Agreement and to establish compensation for such damages through an arbitration award. In this case, in addition to the provisions of the preceding paragraphs of this Article, the following shall be observed:
a) The arbitration agreement to examine the existence of damages shall be taken as "notice of arbitration" within the meaning of paragraph 6 of this Article;
b) This paragraph shall not be applied to a dispute concerning a particular investor which has been previously resolved and where protection of res judicata applies. If an investor had submitted claims regarding the measure at issue in the Joint Committee to local courts or an arbitration tribunal of the Host State, the arbitration to examine damages can only be initiated after the withdrawal of such claims by the investor in local courts or an arbitration tribunal of the Host State. If after the establishment of the arbitration, the existence of claims in local courts or arbitral tribunals over the contested measure is made known to the arbitrators or the Parties, the arbitration will be suspended.
c) If the arbitration award provides monetary compensation, the Party receiving such compensation shall transfer to the holders of the rights of the investment in question, after deducting the costs of the dispute in accordance with the internal procedures of each Party. The Party to whom restitution was granted may request the Arbitral Tribunal to order the transfer of the compensation directly to the holders of rights of the affected investment and the payment of costs to whoever has assumed them.
Section IV. Agenda for Further Investment Cooperation and Facilitation
Article 26. Agenda for Further Investment Cooperation and Facilitation
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.
2. The issues to be initially discussed by the Parties will be agreed upon in the first meeting of the Joint Committee.
3. As a result of the discussions in the Joint Committee regarding the Agenda for Further Cooperation and Facilitation, the Parties may adopt additional commitments.
Section V. Final Provisions
Article 27. Amendments
1. This Agreement 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.
2. Any agreement to amend this Agreement 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 25 of this Agreement and a tribunal award must be consistent with all amendments to this Agreement.
3. Amendments shall enter into force according to the procedure described in Article 28.
Article 28. Final Provisions
1. Neither the Joint Committee nor the Focal Points or Ombudspersons shall replace or impair, in any way, any other agreement or the diplomatic channels existing between the Parties.
2. Without prejudice to its regular meetings, after ten (10) years of entering into force of this Agreement, the Joint Committee shall undertake a general review of its implementation and make recommendations for possible amendments, if necessary.
3. This Agreement 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 entry into force of international agreements have been completed by both Parties.
4. At any time, either of the Parties may terminate this Agreement by providing written notice of termination to the other Party. The termination shall take effect on a date the Parties agree on or, if the Parties are unable to reach an agreement, three hundred and sixty-five (365) days after the date on which the termination notice is delivered.
Conclusion
In witness whereof the undersigned, duly authorized thereto by their respective Governments, have signed this Agreement.
Done at Brasilia, on the second of May, 2018, in two originals, in the Portuguese and English languages, all texts being equally authentic. In the event of a dispute as to the terms of this Agreement, the English version shall prevail.
FOR THE FEDERATIVE REPUBLIC OF BRAZIL
Aloysio Nunes Ferreira
Minister of Foreign Affairs
Marcos Jorge de Lima
Minister of Industry, Foreign Trade and Services
FOR THE REPUBLIC OF SURINAME
Yldiz Pollack- Beighle
Minister of Foreign Affairs
Lekhram Soerdjan
Minister of Agriculture, Animal Husbandry and Fisheries