2. A Contracting Party may deny the benefits of this Agreement to an investor of the other Contracting Party that is an enterprise of the other Contracting Party and to its investments if the enterprise is owned or controlled by an investor of a non-Contracting Party or of the denying Contracting Party and the enterprise has no substantial business activities in the Area of the other Contracting Party.
3. For the purpose of this Article, an enterprise is:
(a) "owned" by an investor if more than 50 percent of the equity interest in it is beneficially owned by the investor; and
(b) "controlled" by an investor if the investor has the power to name a majority of its directors or otherwise to legally direct its actions.
Chapter II. DISPUTE SETTLEMENT
Article 22. Settlement of Dispute between the Contracting Parties
1. Each Contracting Party shall accord sympathetic consideration to, and shall afford adequate opportunity for consultation regarding, such representations as the other Contracting Party may make with respect to any matter affecting the implementation of this Agreement.
2. Any dispute between the Contracting Parties as to the interpretation and application of this Agreement, not settled by diplomacy, shall be referred for decision to an arbitration board. Such arbitration board shall be constituted for each dispute in the following way. Within 60 days from the date of receipt by either Contracting Party from the other Contracting Party of a note requesting arbitration of the dispute, each Contracting Party shall appoint an arbitrator. The two arbitrators shall select a third arbitrator who, upon approval by both Contracting Parties, shall be appointed as the Chairperson, provided that the third arbitrator shall not be a national of either Contracting Party. The Chairperson shall be appointed within 60 days from the date of appointment of the other two arbitrators.
3. If the necessary appointments referred to in paragraph 2 have not been made within the periods referred to in that paragraph, either Contracting Party may, unless otherwise agreed, request the Secretary-General of the Permanent Court of Arbitration at The Hague to make such appointments.
4, The arbitration board shall determine its own procedural rules, after consultation with both Contracting Parties. The arbitration board shall decide the dispute in accordance with this Agreement and the rules and principles of international law applicable to the subject matter. The arbitration board shall within a reasonable period of time reach its decision by a majority of votes. Such decision shall be final and binding.
5. Each Contracting Party shall bear the cost of the arbitrator of its choice and its representation in the arbitral proceedings. The cost of the Chairperson of the arbitration board in discharging his or her duties and the remaining costs of the arbitration board shall be borne equally by the Contracting Parties.
Article 23. Settlement of Investment Disputes between an Investor of a Contracting Party and the other Contracting Party
1. Any investment dispute between an investor of a Contracting Party and the other Contracting Party (hereinafter referred to as "investment dispute") shall, as far as possible, be settled amicably through consultations between them.
2. If an investment dispute cannot be settled through such consultations within six months from the date on which an investor of a Contracting Party requested in writing the other Contracting Party for consultations, the investor may submit to arbitration under this Article a claim:
(a) that the latter Contracting Party has breached an obligation under Chapter I; and
(b) that the investor has incurred loss or damage by reason of, or arising out of, that breach.
3. At least 90 days before submitting any claim to arbitration under this Article, an investor of a Contracting Party shall deliver to the other Contracting Party a written notice of its intention to submit the claim to arbitration (hereinafter referred to as "notice of intent"). The notice of intent shall specify:
(a) the name and address of the investor;
(b) for each claim, the provision of Chapter I alleged to have been breached and any other relevant provisions;
(c) the legal and factual basis for each claim; and
(d) the relief sought and the approximate amount of damages claimed.
4. An investor of a Contracting Party may submit a claim referred to in paragraph 2 to the arbitration:
(a) under the ICSID Convention, provided that both Contracting Parties are parties to the ICSID Convention;
(b) under the ICSID Additional Facility Rules, provided that either Contracting Party, but not both, is a party to the ICSID Convention;
(c) under the UNCITRAL Arbitration Rules; or
(d) if the parties to the investment dispute agree, under any other arbitration institution or arbitration rules.
5. A claim shall be deemed submitted to arbitration under this Article when a notice of or request for arbitration of an investor of a Contracting Party (hereinafter referred to as "notice of arbitration"):
(a) referred to in paragraph 1 of Article 36 of the ICSID Convention is received by the Secretary-General of ICSID;
(b) referred to in Article 2 of Schedule C of the ICSID Additional Facility Rules is received by the Secretary-General of ICSID;
(c) referred to in Article 3 of the UNCITRAL Arbitration Rules, together with the statement of claim referred to in Article 20 of the UNCITRAL Arbitration Rules, is received by the other Contracting Party; or
(d) under any other arbitration institution or arbitration rules selected under subparagraph 4(d) is received by the other Contracting Party, unless otherwise specified by such institution or in such rules.
6. Each Contracting Party hereby consents to the submission of a claim to arbitration under this Article in accordance with this Agreement.
7. Notwithstanding paragraph 6, no claim of an investor of a Contracting Party may be submitted to arbitration under this Article if more than three years have elapsed from the date on which the investor first acquired, or should have first acquired, knowledge of the breach alleged under paragraph 2 and knowledge that the investor has incurred loss or damage.
8. No claim of an investor of a Contracting Party may be submitted to arbitration under this Article unless:
(a) the investor consents in writing to arbitration in accordance with the procedures set out in this Article; and
(b) the investor waives in writing any right to initiate or continue before any administrative tribunal or court of justice under the law of the other Contracting Party, or other dispute settlement procedures, any proceedings with respect to any measure alleged to constitute a breach referred to in subparagraph 2 (a).
9. The waiver provided pursuant to subparagraph 8(b) shall cease to apply where the arbitral tribunal rejects the claim on the basis of a failure to meet the requirements of paragraphs 3, 4, 7 or 8, or on any other procedural or jurisdictional grounds.
10. Notwithstanding subparagraph 8(b), the investor referred to in paragraph 2 may initiate or continue an action that seeks interim injunctive relief that does not involve the payment of monetary damages before an administrative tribunal or court of justice under the law of the Contracting Party party to the investment dispute.
11. The arbitral tribunal shall decide the issues in dispute in accordance with this Agreement and applicable rules of international law.
12. The Contracting Party party to the investment dispute shall deliver to the Contracting Party which is not party to the investment dispute:
(a) notice of arbitration no later than 30 days after the date on which the claim was submitted; and
(b) copies of all pleadings filed in the arbitration.
13. The Contracting Party which is not party to the investment dispute may, upon written notice to the parties to the investment dispute, make submissions to the arbitral tribunal on a question of interpretation of this Agreement.
14. In an arbitration under this Article, the Contracting Party party to the investment dispute shall not assert, as a defence, counterclaim, right of setoff or otherwise, that the investor party to the investment dispute has received or will receive indemnification or other compensation for all or part of the alleged damages pursuant to an insurance or guarantee contract.
15. The arbitral tribunal may award only:
(a) a judgement whether or not there has been a breach by the Contracting Party party to the investment dispute of any obligation under Chapter I with respect to the investor party to the investment dispute and its investments; and
(b) one or both of the following remedies, only if there has been such a breach:
(i) monetary damages and applicable interest; and
(ii) restitution of property, in which case the award shall provide that the Contracting Party party to the investment dispute may pay monetary damages and any applicable interest, in lieu of restitution.
The arbitral tribunal may also award cost and attorney's fees in accordance with applicable arbitration rules.
16. The Contracting Party party to the investment dispute may make available to the public in a timely manner all documents, including an award, submitted to, or issued by, an arbitral tribunal established under paragraph 4, subject to redaction of:
(a) confidential business information;
(b) information which is privileged or otherwise protected from disclosure under the laws and regulations of either Contracting Party; and
(c) information which shall be withheld pursuant to the relevant arbitration rules.
17. The parties to the investment dispute may agree on the legal place of any arbitration under the applicable arbitration rules. If the parties to the investment dispute fail to reach agreement, the arbitral tribunal shall determine the place in accordance with the applicable arbitration rules, provided that the place shall be in the territory of a country that is a party to the New York Convention.
18. The award rendered by the arbitral tribunal shall be final and binding upon the parties to the investment dispute. This award shall be executed in accordance with the applicable laws and regulations, as well as relevant international law including the ICSID Convention and the New York Convention, concerning the execution of award in force in the country where such execution is sought.
Article 24. Service of Documents
1. Notices and other documents relating to arbitration under this Chapter shall be served on a Contracting Party by delivery to:
(a) with respect to Japan, Economic Affairs Bureau, the Ministry of Foreign Affairs; and
(b) with respect to the Hashemite Kingdom of Jordan, the Jordan Investment Commission.
2. A Contracting Party shall promptly make publicly available and notify to the other Contracting Party any change to the name of the authority referred to in paragraph 1.
3. Each Contracting Party shall make publicly available the address of its authority referred to in paragraphs 1 and 2.
Chapter III. JOINT COMMITTEE
Article 25. Joint Committee
1. The Contracting Parties shall establish a Joint Committee (hereinafter referred to as "the Committee") with a view to accomplishing the objectives of this Agreement. The functions of the Committee shall be:
(a) to discuss and review the implementation and operation of this Agreement;
(b) to exchange information on and to discuss investment-related matters within the scope of this Agreement which relate to improvement of investment environment; and
(c) to discuss any other investment-related matters concerning this Agreement.
2. The Committee may, as necessary, make appropriate recommendations by consensus to the Contracting Parties for the more effective functioning or the attainment of the objectives of this Agreement.
3. The Committee shall be composed of representatives of the Contracting Parties. The Committee may, upon mutual consent of the Contracting Parties, invite representatives of relevant entities other than the Governments of the Contracting Parties with the necessary expertise relevant to the issues to be discussed, and hold joint meetings with the private sectors.
4. The Committee shall determine its own rules of procedure to carry out its functions.
5. The Committee may establish sub-committees and delegate specific tasks to such sub-committees.
6. The Committee shall meet upon the request of either Contracting Party.
Chapter IV. FINAL PROVISIONS
Article 26. Headings
The headings of the Chapters and Articles of this Agreement are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.
Article 27. Final Provisions
1. The Contracting Parties shall notify each other, through diplomatic channels, of the completion of their respective internal procedures necessary for the entry into force of this Agreement. This Agreement shall enter into force on the 30th day after the latter of the dates of receipt of the notifications. It shall remain in force for a period of 10 years after its entry into force and shall continue in force unless terminated as provided for in paragraph 2.
2. A Contracting Party may, by giving one year's advance notice in writing to the other Contracting Party, terminate this Agreement at the end of the initial 10-year period or at any time thereafter.
3. This Agreement shall also apply to all investments of investors of either Contracting Party acquired in the Area of the other Contracting Party in accordance with the laws and regulations of that other Contracting Party prior to the entry into force of this Agreement.
4. In respect of investments acquired prior to the date of termination of this Agreement, the provisions of this Agreement shall continue to be effective for a period of 10 years from the date of termination of this Agreement.
5. This Agreement shall not apply to claims arising out of events which occurred prior to its entry into force.
Conclusion
IN WITNESS WHEREOF, the undersigned, being duly authorised by their respective Governments, have signed this Agreement.
DONE in duplicate at Tokyo, on this twenty-seventh day of November, 2018 in the Japanese, Arabic and English languages, all texts being equally authentic. In case of any divergence of interpretation, the English text shall prevail.
FOR JAPAN:
FOR THE HASHEMITE KINGDOM OF JORDAN: