The objectives of this Chapter are to:
(a) increase and facilitate trade through furthering the implementation of the TBT Agreement;
(b) eliminate unnecessary technical barriers to trade in goods between the Parties including to minimise unnecessary costs and delays to market for businesses;
(c) further strengthen mutual understanding of each Party's standards, technical regulations and conformity assessment procedures;
(d) promote greater regulatory cooperation to manage risks to health, safety and the environment as a means of supporting trade facilitation;
(e) establish a framework to address the impacts of technical barriers to trade affecting trade in goods between the Parties; and
(f) strengthen cooperation between the Parties in relation to international developments in the areas of standardisation and conformity assessment.

Article 2. Definitions

For the purposes of this Chapter, the definitions set out in Annex 1 of the the Agreement on Technical Barriers to Trade shall apply mutatis mutandis. In addition, the following definitions shall apply: designation means the authorisation of a conformity assessment body to perform conformity assessment procedures, by a body with the authority to designate, monitor, suspend or withdraw designation, or remove suspension of conformity assessment bodies within the Parties; technical regulations has the meaning set out in the TBT Agreement and includes standards that regulatory authorities of a Party recognise as meeting the mandatory requirements related to performance based regulations; and TBT Agreement means the Agreement on Technical Barriers to Trade, which is part of the WTO Agreement.

Article 3. Scope

1. This Chapter applies to the preparation, adoption and application of all technical regulations, standards and conformity assessment procedures that may affect the trade in goods between the Parties, except as provided in paragraphs 2 and 3 of this Article.
2. This Chapter does not apply to technical specifications prepared by governmental entities for production or consumption requirements of such entities. Such specifications are covered by Chapter 11 (Government Procurement). 3. This Chapter does not apply to sanitary and phytosanitary measures. Such measures are covered by Chapter 6 (Sanitory and Phytosanitory Measures).
4. For greater certainty, nothing in this Chapter shall prevent a Party from adopting or maintaining technical regulations, standards or conformity assessment procedures, in accordance with its rights and obligations under the TBT Agreement including those necessary to fulfil a legitimate objective taking into account the risks non-fulfilment would create. Such legitimate objectives are, inter alia: security requirements; the prevention of deceptive practices; protection of human health or safety, animal or plant life or health, or the environment. In assessing such risks, relevant elements of consideration are, inter alia: available scientific and technical information, related processing technology or intended end-uses of products.

Article 4. Incorporation of Certain Articles of Tbt Agreement

Articles 1 through 9 inclusive of the TBT Agreement are incorporated into and made part of this Agreement mutatis mutandis.

Article 5. International Standards

1. The Parties acknowledge the important role that international standards, guides and recommendations can play in supporting greater regulatory alignment amongst the Parties, good regulatory practice and reducing unnecessary barriers to trade.
2. Further to Articles 2.4 and 5.4 and Annex 3 of the TBT Agreement, in determining whether an international standard, guide or recommendation within the meaning of Articles 2 and 5 and Annex 3 of the TBT Agreement exists, each Party shall base its determination on the Decision of the Committee on Principles for the Development of International Standards, Guides and Recommendations With Relation to Articles 2, 5 and Annex 3 of the Agreement, issued by the WTO Committee on Technical Barriers to Trade and contained in WTO document number G/TBT/1/Rev.10.
3. The Parties shall cooperate with each other, where feasible and appropriate, to ensure that international standards, guides and recommendations that are likely to become a basis for technical regulations and conformity assessment procedures do not create unnecessary obstacles to international trade.

Article 6. Conformity Assessment Procedures

1. Further to Article 6.4 of the TBT Agreement, each Party shall accord to conformity assessment bodies located in the other Party treatment no less favourable than that it accords to conformity assessment bodies located in its own jurisdiction. In order to ensure that it accords such treatment, each Party shall apply to conformity assessment bodies located in the other Party the same or equivalent procedures, criteria and other conditions that it may apply where it accredits, approves, licenses, or otherwise recognises conformity assessment bodies in its own jurisdiction.
2. Paragraph 1 shall not preclude a Party from undertaking solely within specified government bodies located in its own jurisdiction or in the other Party, conformity assessment in relation to specific products, subject to its obligations under the TBT Agreement.
3. Further to Article 6.4 of the TBT Agreement, where a Party maintains procedures, criteria and other conditions as set out in paragraph 1 and requires test results, certifications, and/or inspections as positive assurance that a product conforms to a standard or technical regulation, it:
(a) shall not require the conformity assessment body responsible for testing or certifying the product or conducting an inspection to be located within that Party;
(b) shall not impose requirements on conformity assessment bodies located outside that Party that would effectively require such conformity assessment bodies to operate an office in that Party; and
(c) shall permit conformity assessment bodies located in the other Party to apply to the Party for a determination that they comply with any procedures, criteria and other conditions the Party requires to deem them competent or otherwise approve them to test or certify the product or conduct an inspection.
4. Nothing in paragraphs 1 and 3 precludes a Party from verifying the results of conformity assessment procedures undertaken by such conformity assessment bodies.
5. In order to enhance confidence in the continued reliability of conformity assessment results from each other's jurisdictions, a Party may, at any time, request information and discussion on matters pertaining to conformity assessment bodies in the other Party. Such matters may include the process used to accredit, approve, license or otherwise recognise conformity assessment bodies and the technical competence of such bodies.
6. Further to Article 9.1 of the TBT Agreement, where a Party proposes to prepare or adopt procedures, criteria or other conditions to deem competent or otherwise approve conformity assessment bodies to demonstrate that a product conforms to a standard or technical regulation, it shall consider including provisions for deeming competent or otherwise approving a conformity assessment body if an accreditation body participating in an international or regional system of accreditation as agreed by the Parties has determined that the conformity assessment body:
(a) conforms to relevant international standards, guides or recommendations, pertaining to conformity assessment;
(b) is technically competent to demonstrate that the product complies with the standard or technical regulation; and
(c) holds an appropriate scope of accreditation.
7. Further to Article 9.2 of the TBT Agreement, a Party shall not refuse to accept, or take actions which have the effect of, directly or indirectly, requiring or encouraging the refusal of acceptance of conformity assessment results from a conformity assessment body because the accreditation body that accredited the conformity assessment body:
(a) operates in the other Party where there is more than one accreditation body;
(b) is a non-governmental body;
(c) is domiciled in the other Party and that Party does not maintain a procedure for recognising accreditation bodies;
(d) does not operate an office in the Party; or
(e) is a for-profit entity. 8. For greater clarity, nothing in paragraph 7 prohibits a Party from refusing to accept conformity assessment results from a conformity assessment body where it can substantiate such refusal, provided that such actions are not inconsistent with the TBT Agreement and this Chapter.
9. Where a Party accredits, approves, licenses or otherwise recognises bodies assessing conformity to a particular technical regulation or standard in its jurisdiction and refuses to accredit, approve, license or otherwise recognise a body assessing conformity with that technical regulation or standard in the other Party or declines to use a mutual recognition arrangement, it shall, on request of the other Party, explain the reasons for its refusal.
10. Where a Party does not accept the results of a conformity assessment procedure conducted in the other Party, it shall, on the request of the other Party, explain the reasons for its decision.
11. Further to Article 6.3 of the TBT Agreement, where a Party declines a request of the other Party to enter into negotiations for the conclusion of agreements for mutual recognition of results of each other's conformity assessment procedures, it shall on the request of that other Party, explain the reasons for its decision.
12. Further to Article 5.2.5 of the TBT Agreement, any conformity assessment fees imposed by a Party including any costs arising from communication, transportation, and differences between location of facilities of the applicant and the conformity assessment body, shall be limited in amount to the approximate cost of services rendered.
13. No Party shall require that any documentation supplied in connection with conformity assessment be endorsed, certified or otherwise sighted or approved by its overseas representatives nor impose any related fees and charges.

Article 7. Trade Facilitation and Cooperation

1. Further to Articles 5, 6 and 9 of the TBT Agreement, the Parties recognise that a broad range of mechanisms exist to facilitate the acceptance of conformity assessment results. In this regard, a Party mayacceptance of conformity assessment results. In this regard, a Party mayacceptance of conformity assessment results. In this regard, a Party may
(a) implement mutual recognition of the results of conformity assessment procedures performed by bodies located in the other Party with respect to specific technical regulations;
(b) recognise existing regional, international and multilateral recognition agreements and arrangements between or among accreditation bodies or conformity assessment bodies;
(c) use accreditation to qualify conformity assessment bodies, particularly international systems of accreditation;
(d) designate conformity assessment bodies or recognise the other Party's designation of conformity assessment bodies;
(e) unilaterally recognise the results of conformity assessment procedures performed in the other Party; and (f) accept a supplier's declaration of conformity.
2. The Parties recognise that a wide range of mechanisms exist to support greater regulatory alignment and to eliminate unnecessary technical barriers to trade in the region including:
(a) regulatory dialogue and cooperation to, inter alia:
(i) exchange information on regulatory approaches and practices;
(ii) promote the use of good regulatory practices to improve the efficiency and effectiveness of technical regulations, standards and conformity assessment procedures;
(iii) provide technical advice and assistance, on mutually agreed terms and conditions, to improve practices related to the development, implementation and review of technical regulations, standards, conformity assessment procedures and metrology;
(iv) provide technical assistance and cooperation, on mutually agreed terms and conditions, to build capacity and support the implementation of this Chapter;
(b) promotion of the acceptance as equivalent technical regulations of the other Party;
(c) greater alignment of domestic standards with relevant international standards, except where inappropriate or ineffective; and (d) facilitation of the greater use of relevant international standards, guides and recommendations as the basis for technical regulations and conformity assessment procedures.
3. With respect to the elements listed in paragraphs 1 and 2, the Parties recognise that the choice of the appropriate mechanism in a given regulatory context will depend on a variety of factors, such as the product and sector involved, the volume and direction of trade, the relationship between Parties' respective regulators, the legitimate objectives pursued and the risks of non-fulfilment of those objectives.
4. The Parties shall intensify their exchange and collaboration on mechanisms to facilitate the acceptance of conformity assessment results, to support greater regulatory alignment and to eliminate unnecessary technical barriers to trade between them.
5. A Party shall, upon request of the other Party, give due consideration to any sector specific proposal to facilitate trade or for cooperation under this Chapter.
6. Further to Article 2.7 of the TBT Agreement, a Party shall, upon the request of the other Party, explain the reasons why it has not accepted a technical regulation of that Party as equivalent.
7. A Party shall give due consideration to a request from the other Party to negotiate and conclude agreements for achieving equivalence of technical regulations. Where a Party declines such a request, it shall, at the request of the other Party, explain the reasons for its decision.
8. The Parties shall encourage cooperation between their respective organisations responsible for standardisation, conformity assessment, accreditation and metrology, whether they be public or private, with a view to addressing issues covered by this Chapter.

Article 8. Transparency and Information Exchange

1. In order to enhance the opportunity for the other Party and interested persons of the other Party to provide meaningful comments on a proposal to introduce a particular technical regulation or conformity assessment procedure, a Party publishing a notice under Article 2.9 or 5.6 of the TBT Agreement shall:
(a) include in the notice a statement describing the objective of the proposal and the rationale for the approach that the Party is proposing;
(b) at the same time as it notifies WTO Members of the proposal pursuant to the TBT Agreement, transmit the notification electronically to the other Party through its enquiry point established under Article 10 of the TBT Agreement; and
(c) on request, make the text of any technical regulation and conformity assessment procedure based on a proposal available electronically to the other Party as soon as practicable after it becomes publicly available. 2. Each Party should allow at least 60 days from the transmission of the notification under paragraph 1(b) above for the other Party and interested persons of the other Party to make written comments on the proposal.
3. Where a Party makes a notification under Article 2.10 or 5.7 of the TBT Agreement, it shall at the same time transmit the notification to the other Party electronically, through its enquiry point referred to under paragraph 1(b).
4. A Party shall, upon the request of the other Party, provide the relevant documents and other information regarding the objective of, and rationale for, a technical regulation or conformity assessment procedure that the Party has adopted or is proposing to adopt.
5. Either Party may request the other Party to provide information on any matter arising under this Chapter. The Party so requested shall provide such information within a reasonable period of time, and where possible, using electronic means.

Article 9. Technical Discussions

1. Either Party may request technical discussions with the other Party with the aim of resolving any matter arising under this Chapter. A request for technical discussions shall be directed to the other Party's contact point established under Article 10 (Committee on Technical Barriers to Trade and Contact Points). Unless the Parties mutually determine otherwise, the Parties shall hold technical discussions within 60 days from the request.
2. The Parties shall ensure that the persons and organisations in their respective jurisdictions that have responsibility for the relevant technical regulations, standards or conformity assessment procedures that are the subject of the technical discussions participate in those discussions.
3. Technical discussions may be conducted in person or via email, teleconference, video-conference or any other means, as mutually determined by the Parties.
4. Where a Party has requested technical discussions pursuant to paragraph 1, the requested Party shall:
(a) investigate the issues that gave rise to the request for discussions, including whether there are any irregularities in the implementation of its technical regulations, standards or conformity assessment procedures;
(b) give positive consideration to any request to address any irregularities identified under subparagraph (a); and
(c) report back to the requesting Party on the outcome of its investigations, stating its reasons.
5. Technical discussions held pursuant to this Article are without prejudice to the rights and obligations of the Parties under Chapter 21 (Dispute Settlement), the WTO Agreement or any other agreement to which both Parties are party.

Article 10. Committee on Technical Barriers to Trade and Contact Points

1. The Parties hereby establish the Committee on Technical Barriers to Trade ("TBT Committee"), which shall comprise representatives of each Party.
2. Through the TBT Committee, the Parties shall intensify their joint work in the fields of technical regulations, conformity assessment procedures and standards with a view to facilitating trade between and among the Parties.
3. The TBT Committee's functions may include:
(a) monitoring the implementation and operation of this Chapter and any other commitments agreed under this Chapter;
(b) monitoring any technical discussions on matters arising under this Chapter requested pursuant to Article 9 (Technical Discussions);
(c) agreeing to priority areas of mutual interest for future work under this Chapter and considering proposals for new sector specific or other initiatives;
 (d) encouraging cooperation between the Parties in matters pertaining to this Chapter, including the development, review and/or modification of technical regulations, standards and conformity assessment procedures;
(e) encouraging cooperation between and among non-governmental bodies in the Parties, as well as cooperation between governmental and non-governmental bodies in the Parties in matters pertaining to this Chapter;
(f) encouraging the exchange of information between Parties and their relevant non-governmental bodies, where appropriate, on the development of common approaches regarding matters under discussion in non-governmental, regional, plurilateral and multilateral bodies or systems that develop standards, guides, recommendations, policies or other procedures relevant to this Chapter;
(g) at a Party's request, encouraging the exchange of information regarding specific technical regulations, conformity assessment procedures and standards of non-Parties with a view to fostering a common understanding and approach to such issues;
(h) taking any other steps that the Parties consider will assist them in implementing this Chapter and the TBT Agreement;
(i) reviewing this Chapter in light of any developments under the TBT Agreement, and developing recommendations for amendments to this Chapter in light of those developments; and
(j) reporting to the Joint Commission on the implementation and operation of this Chapter.
4. The TBT Committee may establish working groups to carry out these functions.
5. Each Party shall designate a contact point, and shall provide the other Party with the name of its designated contact point, the contact details of the relevant officials in that organisation, including telephone numbers, fax numbers, email addresses and other relevant details.
6. Each Party shall notify the other Party promptly of any change in its contact point or any amendments to the details of the relevant officials.
7. The responsibilities of each contact point shall include:
(a) communicating with the other Party's contact points, including facilitating discussions, requests and the timely exchange of information on matters arising under this Chapter;
(b) communicating with and coordinating the involvement of a Party's agencies, including regulatory authorities, on relevant matters pertaining to this Chapter;
(c) consulting and, where appropriate, coordinating with interested persons in that Party on relevant matters pertaining to this Chapter; and
(d) any additional responsibilities as the TBT Committee may specify.
8. The TBT Committee shall meet within one year of the date of entry into force of this Agreement and thereafter as agreed by the Parties. The TBT Committee shall carry out its work through communication means agreed by the Parties, which may include e-mail, teleconference, video-conference, in meetings at the margins of other regional or international fora, or other means.
9. Decisions of the TBT Committee shall be taken by consensus.
10. In determining what activities the TBT Committee shall undertake, the Parties shall consider work that is being undertaken in other fora, with a view to ensuring that any activities undertaken by the TBT Committee do not unnecessarily duplicate that work.

Article 11. Implementing Arrangements on Sectoral Initiatives

1. The Parties affirm the following existing bilateral arrangements:
(a) The Arrangement between the New Zealand Commerce and Industry Office and the Taipei Economic and Cultural Office in New Zealand in Relation to Facilitating Trade in Electrical and Electronic Products signed on 15 July 2005; and
(b) The Regulatory Cooperation Arrangement on Standards, Technical Regulations and Conformity Assessment between the Taipei Economic and Cultural Office in New Zealand and the New Zealand Commerce and Industry Office signed on 4 March 2010.
2. The Parties may conclude further implementing arrangements to this Chapter, including on specific product sectors of mutual interest to the Parties (2) as agreed by the TBT Committee established under Article 10 of this Chapter. Such implementing arrangements will set out agreed principles and procedures relating to technical regulations and conformity assessment procedures applicable to goods traded between them.
3. In developing implementing arrangements the Parties shall take account of any existing bilateral, regional and multilateral agreements or arrangements concerning technical regulations and conformity assessment procedures that both Parties already participate in.

Chapter 8. Competition

Article 1. Objectives

The Parties recognise the strategic importance of promoting open and competitive markets through the effective application of competition policies for the purposes of enhancing trade and investment, economic efficiency and consumer welfare.

Article 2. Promotion of Competition

1. The Parties endorse the APEC Principles to Enhance Competition and Regulatory Reform. The Parties agree to promote competition and will seek to ensure that the design of trade and competition policies and the implementation of domestic laws give due weight to their effects on competition. Accordingly, the Parties will:
(a) provide for transparency in policies, laws and rules, and their implementation;
(b) apply competition policies to economic activities, including public and private business activities, in a manner that does not discriminate between or among economic entities in like circumstances;
(c) maintain a high-level government commitment to promote competition and enhance economic efficiency, including through assessments of regulatory impacts or other appropriate means;
(d) set out clear responsibilities within their respective administrations for promoting and identifying the competition and efficiency dimensions in the development of policies and rules, and their implementation; (e) promote coherent and effective implementation of trade and competition policies within their respective jurisdictions; and
(f) foster appropriate cooperation between trade and competition officials.
2. The Parties recognise that the implementation of paragraph 1 may be subject to the different circumstances of the Parties and the different policy approaches that arise from these circumstances.

Article 3. Competition Law and Authorities

1. Recognising the objectives in Article 1 and principles in Article 2, the Parties shall adopt or maintain competition laws that proscribe anticompetitive business conduct, with the objective of facilitating economic efficiency and consumer welfare, and shall take appropriate action with respect to such conduct.
2. At the time of entry into force of this Agreement this obligation is fulfilled by:
(a) For New Zealand, the Commerce Act 1986.
(b) For Chinese Taipei, the Fair Trade Act.
3. Each Party shall maintain an authority or authorities responsible for the enforcement of its competition laws.
4. Each Party shall endeavour to apply its competition laws to all commercial activities in its jurisdiction and shall not discriminate on the basis of nationality when enforcing these laws.

Article 4. Exemptions and Exceptions

The Parties recognise that certain exemptions and exceptions from their respective competition regimes may be necessary to achieve other legitimate policy objectives. The Parties shall endeavour to identify and review these exemptions and exceptions to ensure that each is no broader than necessary to achieve a legitimate policy objective, and implemented in a transparent way that minimises distortions to fair and free competition.

Article 5. Private Rights of Action

1. For the purposes of this Article, "private right of action" means the right of a person to independently seek redress (including injunctive, monetary or other remedies) from a court or independent tribunal for injury to its business or property caused by a violation of a Party's competition laws.
2. Recognising that a private right of action is an important supplement to the public enforcement of a Party's competition laws, each Party should adopt or maintain laws or other measures that provide a private right of action.
3. A Party shall ensure that a right provided pursuant to paragraph 2 is available to persons of the other Party on terms that are no less favourable than those available to its own persons.

Article 6. Consumer Protection

1. The Parties recognise the importance of consumer protection policy and enforcement in achieving the objectives set out in Article 1 and promoting a trading environment in which consumers and businesses can participate confidently and fairly. Accordingly, the Parties affirm their commitment to provide protection from misleading and deceptive conduct that causes harm, or is likely to cause harm, to consumers.
2. Each Party shall adopt or maintain laws that proscribe misleading and deceptive conduct that causes harm, or is likely to cause harm, to consumers.
3. For the purposes of this Chapter, "misleading and deceptive conduct" refers to fraudulent commercial activities that cause actual harm to consumers, or that pose an imminent threat of such harm if not prevented, such as:
(a) making misrepresentations or false claims as to the material qualities, price, suitability for purpose, quantity or any other characteristic of goods or services; or
(b) advertising goods or services for supply without intention to supply; or
(c) failing to deliver products or provide services to consumers after the consumers have been charged; or
(d) charging or debiting consumers' financial, telephone or other accounts without authorisation.
4. The Parties recognise that misleading and deceptive conduct that harms, or is likely to harm, consumers, increasingly transcends national borders. Such conduct includes international scams, the trade of goods with misleading or deceptive packaging or associated advertising and the making of false or misleading claims through the media or internet. In such circumstances cooperation and coordination between the relevant consumer protection agencies of the Parties is desirable to effectively address these activities.
5. Accordingly, the Parties shall promote, as appropriate, cooperation and coordination on matters of mutual interest.

Article 7. Cooperation and Exchange of Information

1. The Parties agree to cooperate and coordinate in the area of competition policy by exchanging information on the development of competition policy.
2. The Parties shall encourage their respective competition authorities to cooperate in the area of competition law, including through technical assistance as appropriate, consultation and exchanges of information, as permitted by the domestic law and overall policy of each Party and within the scope of the responsibilities of each competition authority.

Article 8. Consultations

At the request of either Party, the Parties shall consult on particular anti-competitive practices adversely affecting trade or investment between the Parties, consistent with the objectives of this Chapter. Consultations may be appropriate where a Party:
(a) considers that the enforcement activity is liable to substantially affect the other Party's important interests;
(b) relates to restrictions on competition which are liable to have a direct and substantial effect in the other Party; or
(c) concerns anti-competitive acts taking place principally in the other Party.

Article 9. Non-application of Dispute Settlement

Neither Party shall have recourse to Chapter 21 (Dispute Settlement) in respect of any issue arising from or relating to this Chapter.

Chapter 9. Electronic Commerce

Article 1. Objectives

The objectives of this Chapter are to:
(a) promote the use of e-commerce to assist the timeliness and reduce the cost of commercial transactions; (b) promote consumer and business confidence to support the fullest economic and social benefits from e-commerce; and
(c) minimise the extent to which e-commerce transactions are subject to particular requirements, tariffs or other limitations or costs which are additional to other transactions.

Article 2. Promotion of E-commerce

1. The Parties agree to:
(a) promote the efficient functioning of e-commerce domestically and internationally by, wherever possible: (i) developing domestic regulatory frameworks which are open;
(ii) avoiding undue restrictions and costs on e-commerce; and
(iii) providing a predictable and simple legal environment for e-commerce, taking into account international norms and practices;
(b) ensure that regulations and the development of regulations affecting e-commerce are transparent;
(c) endeavour to ensure that policy responses in respect of e-commerce:
(i) are flexible and take account of developments in a rapidly changing technology environment;
(ii) encourage the use of electronic signatures and electronic certification in order to ensure authenticity, integrity and confidentiality, and prevent fraud; and
(iii) promote interoperability of infrastructures, such as secure electronic authentication and payments; and (d) work to build consumer and business confidence in support of the wider utilisation of e-commerce between the Parties and globally by:
(i) maintaining privacy protection laws and consumer laws relating to e-commerce;
(ii) maintaining measures to minimise unsolicited commercial electronic messages; and
(iii) ensuring the protection of intellectual property rights, while also enabling the application of e-commerce and business innovation.

Article 3. Paperless Trading

1. Each Party shall work towards the implementation of initiatives which provide for the use of paperless trading.
2. In working towards the implementation of initiatives which provide for the use of paperless trading, each Party shall take into account the methods agreed by relevant international organisations, including the World Customs Organisation.

Article 4. Customs Duties

Each Party shall maintain its current practice of not imposing customs duties on electronic transmissions between the Parties.

Article 5. Consultations

At the request of either Party, the Parties agree to consult each other concerning any policies or decisions which may impact adversely on e-commerce aspects of trade between the Parties.commerce aspects of trade between the Parties.

Article 6. Non-application of Dispute Settlement

Neither Party shall have recourse to Chapter 21 (Dispute Settlement) in respect of any issue arising from or relating to this Chapter.

Chapter 10. Intellectual Property

Article 1. Objectives

The objectives of this Chapter are to:
(a) promote the importance of intellectual property rights in fostering trade in goods and services, innovation, and economic, social and cultural development;
(b) promote the effective protection, enforcement and maintenance of intellectual property rights; and
(c) recognise the need to achieve a fair balance between the rights of intellectual property rights holders, the legitimate interests of users and the wider interest of the public with regard to protected subject matter.

Article 2. Definitions

For the purposes of this Chapter: intellectual property rights refers to copyright and related rights, rights in trademarks, geographical indications, industrial designs, patents, layout designs of integrated circuits, and rights in plant varieties as defined in the TRIPS Agreement; and TRIPS Agreement means the Agreement on Trade Related Aspects of Intellectual Property Rights, which is part of the WTO Agreement.

Article 3. General Provisions

1. Each Party reaffirms its commitment to the TRIPS Agreement and any other multilateral agreement relating to intellectual property rights to which both are Parties.
2. For the purpose of this Chapter, the TRIPS Agreement is incorporated into and made part of this Agreement, mutatis mutandis.
3. Each Party shall ensure that it maintains an effective legal framework that gives effect to the rights and obligations applicable to it under the TRIPS Agreement and includes clearly defined rights and obligations that provide certainty for holders and users of intellectual property rights over the protection and enforcement of intellectual property rights.
4. Subject to the international obligations that are applicable to each Party, the Parties affirm that each Party may:
(a) provide for the international exhaustion of intellectual property rights; and
(b) establish provisions to facilitate the exercise of permitted acts where technological protection measures have been applied.
5. Each Party shall also maintain transparent regulations, efficient and non-discriminatory enforcement mechanisms, and access to expeditious remedies, in accordance with the obligations applicable to each Party under the TRIPS Agreement.
6. In line with the obligations applicable to each Party under the TRIPS Agreement, each Party shall maintain an effective framework for the enforcement of intellectual property rights, including through:
(a) the provision of fair and equitable civil judicial procedures for private enforcement of rights;
(b) the enforcement of criminal laws relating to wilful activities in respect of copyright piracy and trademark counterfeiting on a commercial scale; and
(c) the provision of effective customs control measures and procedures for right holders.
7. All issues pertaining to intellectual property rights in this Agreement shall be interpreted and applied consistent with the object and purpose of this Chapter, unless the context otherwise requires.

Article 4. Contact Points

Each Party shall designate a contact point to facilitate communications between the Parties on any matter covered by this Chapter, and provide details of such contact point to the other Party. The Parties shall notify each other promptly of any amendments to the details of their contact points.

Article 5. Cooperation

1. Subject to their respective domestic laws and policies, the Parties agree to cooperate, as set out in this Article, with a view to eliminating trade in goods infringing intellectual property rights and ensuring that the enforcement of intellectual property rights does not itself become a barrier to legitimate trade.
2. The Parties shall endeavour to facilitate the development of contacts and cooperation between their respective responsible agencies, educational institutions, and other organisations with an interest in the field of intellectual property rights.
3. Each Party shall, on request of the other Party, give due consideration to any specific cooperation proposal made by the other Party relating to the protection or enforcement of intellectual property rights. Cooperation activities and initiatives undertaken in this Chapter shall be subject to the availability of resources.
4. Any proposal for cooperation shall be conveyed through the contact points referred to in Article 4.

Article 6. Genetic Resources, Traditional Knowledge and Folklore

Subject to the international obligations that are applicable to each Party, each Party may establish appropriate measures to protect genetic resources, traditional knowledge and traditional cultural expressions or folklore.

Article 7. Trademarks and Geographical Indications

1. Each Party shall protect trademarks where they predate, in its jurisdiction, geographical indications in accordance with its domestic law and the TRIPS Agreement.
2. Each Party recognises that geographical indications may be protected through a trademark system.
3. Where a Party provides for the protection of a geographical indication by means of registration or designation, that Party shall provide an opportunity for interested parties to oppose such registration or designation, and seek cancellation of such registration or designation. The grounds for opposing or cancelling the registration or designation of a geographical indication shall include that:
(a) the geographical indication is likely to cause confusion with a trademark or geographical indication that is the subject of a pre-existing good faith pending application or registration in such Party;
(b) the geographical indication is likely to cause confusion with a pre-existing trademark or geographical indication, the rights to which have been acquired in the Party through use in good faith; and
(c) the claimed geographical indication is identical with a term customary in the common language, or used in legitimate and established practices of trade, for the good to which the geographical indication relates.
4. Where the protection of a geographical indication by means of registration or designation for goods other than wines and spirits extends to a translation or transliteration of the geographical indication, the Parties shall provide the opportunity for third parties to oppose such registration or designation, and seek cancellation of such registration or designation, at least on the grounds provided for in paragraph 3.

Article 8. Consultations

1. Either Party may at any time request consultations with the other Party with a view to seeking a timely and mutually satisfactory resolution in relation to any intellectual property rights issue, including enforcement, within the scope of this Chapter.
2. Such consultations shall be conducted through the contact points referred to in Article 4 and shall commence within 60 days of the receipt of the request for consultations, unless the Parties mutually determine otherwise. In the event that consultations fail to resolve any such issue, the requesting Party may refer the issue to the Joint Commission for consideration.
3. Any action taken pursuant to this Article shall be without prejudice to the rights and obligations of the Parties under Chapter 21 (Dispute Settlement) or under the WTO Understanding on Rules and Procedures Governing the Settlement of Disputes.

Article 9. Termination of 1998 Intellectual Property Arrangements

The Parties acknowledge the advice received from the New Zealand Commerce and Industry Office and Taipei Economic and Cultural Office of their intention to terminate the following arrangements upon entry into force of this Agreement:
a. Arrangement between the New Zealand Commerce and Industry Office and the Taipei Economic and Cultural Office, New Zealand, on the Reciprocal Protection and Enforcement of Copyright, done at Auckland on 15 June 1998; and
b. Arrangement for the Protection of Industrial Property Rights between the Taipei Economic and Cultural Office in New Zealand and the New Zealand Commerce and Industry Office, done at Taipei on 20 October 1998.

Chapter 11. Government Procurement

Article 1. Objectives

The Parties recognise the importance of conducting government procurement in accordance with the fundamental principles of the APEC Non-Binding Principles on Government Procurement of transparency, value for money, open and effective competition, fair dealing, accountability and due process, and non-discrimination, in order to facilitate competitive opportunities for suppliers of the Parties.

Article 2. Scope and Coverage

1. This Chapter shall apply to measures regarding government procurement, by any contractual means, including purchase, hire purchase, rental or lease, with or without an option to buy, as well as build-operate-transfer contracts and public works concessions contracts:
(a) by entities listed in Annex 3:I (List of Entities and Covered Goods and Services);
(b) in which the contract has a value not less than the relevant threshold converted into respective currencies as set out in Annex 3:II (Thresholds) estimated at the time of, or within a reasonable time prior to, the publication of a notice in accordance with Article 10; and
(c) subject to any other conditions specified in Annex 3:I (List of Entities and Covered Goods and Services) （3）
2. This Chapter shall not apply to:
(a) the purchase or acquisition of goods and services by an entity of a Party from another entity of that Party, except where tenders are called, in which case this Chapter shall apply;
(b) procurement of goods and services outside the procuring Party for consumption outside the procuring Party;
(c) non-contractual agreements or any form of assistance to persons or governmental authorities, including cooperative agreements, sponsorship arrangements, grants, loans, subsidies, equity infusions, guarantees, fiscal incentives and governmental provision of goods and services;
(d) procurement conducted:
(i) for the specific purpose of providing international assistance, including development aid;
(ii) under the particular procedure or condition of an international agreement relating to the stationing of troops;
(iii) under the particular procedure or condition of an international agreement relating to the joint implementation or exploitation of a project where that international agreement applies to a Party; or
(iv) under the particular procedure or condition of an international organisation, or funded by international grants, loans, or other assistance where the applicable procedure or conditions would be inconsistent with this Chapter;
(e) the procurement or acquisition of fiscal agency or depository services, liquidation and management services for regulated financial institutions, or services related to the sale, redemption and distribution of public debt, including loans and government bonds, notes and other securities;
(f) hiring of government employees and related employment measures;
(g) any procurement by an entity on behalf of an organisation that is not an entity;
(h) the acquisition or rental of land, existing buildings or other immovable property or the rights thereon; or (i) procurement of goods or services in respect of contracts for construction, refurbishment or furnishing of chanceries or government offices abroad.
3. Entities of each Party shall not prepare, design or otherwise structure or divide, at any stage of the procurement, any procurement in order to avoid the obligations of this Chapter.
4. In calculating the value of contracts for the purposes of implementing this Chapter, entities shall base their valuation on the estimated maximum total value of the procurement over its entire duration, including optional purchases, premiums, fees, commissions, interest or other forms of remuneration provided for in such contracts.

Article 3. Definitions

For the purposes of this Chapter:
build-operate-transfer contract and public works concession contract mean any contractual arrangement the primary purpose of which is to provide for the construction or rehabilitation of physical infrastructure, plant, buildings, facilities or other publicly-owned works, not with a view to commercial sale or resale or use in the production or supply of goods or services for commercial sale or resale, and under which, as consideration for a supplier's execution of a contractual arrangement, the entity grants to the supplier, for a specified period of time, temporary ownership or a right to control and operate, and demand payment from the government or the public or both for the use of such works for the duration of the contract;
entity means an entity listed in Annex 3:I (List of Entities and Covered Goods and Services);
government procurement or procurement means the process by which entities obtain the use of or acquire goods or services or a combination of both for governmental purposes and not with a view to commercial sale or resale or use in the production or supply of goods or services for commercial sale or resale; government procurement measure means any law, regulation, procedure, administrative guidance or practice, or any action of a procuring entity relating to a covered procurement;
offsets means any conditions or undertakings that require use of domestic content, domestic suppliers, the licensing of technology, technology transfer, investment, counter-trade or similar actions to encourage local development or to improve a Party's balance-of-payments accounts; open tendering means a procurement method where all interested suppliers may submit a tender;
publish means to disseminate information in an electronic or paper medium that is distributed widely and is readily accessible to the general public;
qualified supplier means a supplier that an entity recognises as having satisfied the conditions for participation; selective tendering means a procurement method where only suppliers satisfying the conditions for participation are invited by the entity to submit a tender; services includes construction services, unless otherwise specified; supplier means a natural person of a Party or an enterprise of a Party that provides or could provide goods or services to an entity; and technical specification means a tendering requirement that:
(a) sets out the characteristics of:
(i) goods to be procured, such as quality, performance, safety and dimensions, or the processes and methods for their production; or
(ii) services to be procured, or the processes and methods for their provision;
(b) addresses terminology, symbols, packaging, marking or labelling requirements, as they apply to a good or service; or
(c) sets out conformity assessment procedures prescribed by an entity.

Article 4. Exceptions to this Chapter

1. Nothing in this Chapter shall be construed to prevent either Party from taking any action or not disclosing any information which it considers necessary for the protection of its essential security interests relating to the procurement of arms, ammunition or war materials, or to procurement indispensable for security or for defence purposes.
2. Subject to the requirement that such measures are not applied in a manner that would constitute a means of arbitrary or unjustifiable discrimination between the Parties where the same conditions prevail or a disguised restriction on trade between the Parties, nothing in this Chapter shall be construed to prevent either Party from adopting or maintaining measures:
(a) necessary to protect public morals, order or safety;
(b) necessary to protect human, animal or plant life or health;
(c) necessary to protect intellectual property; or
(d) relating to goods or services of persons with disabilities, of philanthropic institutions, of not for profit institutions, or of prison labour.
3. The Parties understand that paragraph 2(b) includes environmental measures necessary to protect human, animal or plant life or health.

Article 5. National Treatment and Non-discrimination

1. With respect to any government procurement measure regarding procurement covered by this Chapter, each Party shall grant to goods, services and suppliers of the other Party treatment no less favourable than that accorded by it to domestic goods, services and suppliers.
2. With respect to any government procurement measure regarding procurement covered by this Chapter, neither Party shall allow its entities to:
(a) treat a locally established supplier less favourably than another locally established supplier on the basis of the degree of foreign affiliation to, or ownership by a person of, the other Party; or
(b) discriminate against a locally established supplier on the basis that the goods or services offered by that supplier are goods or services of the other Party.
3. A Party, including its entities, shall not seek, take account of, impose or enforce offsets at any stage of a procurement.
4. This Article shall not apply to measures concerning customs duties and charges of any kind imposed on or in connection with importation, the method of levying such customs duties and charges, other import regulations, or to measures affecting trade in services other than government procurement measures specifically governing procurement covered by this Chapter.

Article 6. Rules of Origin

For procurement covered by this Chapter, each Party shall not apply rules of origin to goods or services imported from or supplied by the other Party that are different from the rules of origin the Party applies at the same time in the normal course of trade to imports or supplies of the same goods or services from the other Party.

Article 7. Non-disclosure of Information

1. The Parties, their entities and review authorities shall not, except to the extent required by law, disclose confidential information that would prejudice legitimate commercial interests of a particular supplier or that might prejudice fair competition between suppliers without the written authorisation of the supplier that provided the information.
2. Nothing in this Chapter shall be construed as requiring either Party, its entities or review authorities to disclose confidential information the disclosure of which would impede law enforcement or otherwise be contrary to the public interest or privacy legislation.

Article 8. Publication of Information on Procurement

Each Party shall promptly publish in electronic form as set out in Annex 3:III (Single Electronic Point of Access):
(a) its laws, regulations, procedures, and administrative guidance relating to government procurement covered by this Chapter; and
(b) any modifications where possible in the same manner as the original publication.

Article 9. Procurement Procedures

Except as provided for in Article 15, entities shall award contracts by means of open or selective tendering procedures, in the course of which all interested suppliers or, in the case of selective tendering, suppliers invited to do so by an entity may submit a tender.

Article 10. Notice of Intended Procurement

1. Except as provided for in Article 15, for each procurement covered by this Chapter, entities shall publish in advance a notice of intended procurement inviting interested suppliers to submit a tender or apply to meet conditions for participation in the procurement.
2. The notice of intended procurement shall be published through means that are widely disseminated and afford non-discriminatory access to interested suppliers. Such notices shall remain readily accessible, through a single electronic point of access specified in Annex 3:III (Single Electronic Point of Access), free of charge for the entire period established for tendering.
3. Each notice of intended procurement shall include:
(a) a description of the intended procurement;
(b) a summary of any conditions that suppliers must fulfil to participate in the procurement;
(c) the time limits for submission of tenders or applications to participate; and
(d) contact details for obtaining all relevant documents.
4. Each notice of intended procurement shall be published sufficiently in advance to provide interested suppliers with a reasonable period of time, in light of the nature, circumstances and complexity of the procurement, to obtain the full tender documentation and to prepare and submit responsive tenders by the closing date, or to apply for participation in the procurement where applicable.
5. The Parties agree that entities shall in no case provide less than 10 days between the date on which the notice of intended procurement is published and the final date for the submission of tenders or applications to participate.

Article 11. Conditions for Participation

1. Where an entity requires suppliers to register, qualify, or satisfy any other conditions before being permitted to participate in a procurement, each Party shall ensure that a notice is published inviting suppliers to apply for registration or qualification or to demonstrate satisfaction of other conditions for participation.
2. The notice shall be published sufficiently in advance for interested suppliers to prepare and submit responsive applications and for the entity to evaluate and make its determinations based on such applications.
3. Any conditions for participation in the procurement, including the legal, commercial, technical and financial capacity of suppliers, as well as the verification of qualifications, shall be limited to those which are essential to ensure the supplier's capability to fulfil the contract in question.
4. The commercial, technical and financial capacity of a supplier shall be evaluated on the basis of the supplier's global business activity.
5. Entities shall consider for a particular procurement those suppliers of the other Party that request to participate in the procurement and that are not yet registered or qualified, provided there is sufficient time to complete the registration or qualification procedures within the time period allowed for the submission of tenders.
6. Nothing in this Article shall preclude an entity from excluding a supplier from a procurement on grounds such as:
(a) bankruptcy, liquidation or insolvency;
(b) false declarations relating to a procurement;
(c) significant deficiency in the performance of any obligation under a prior contract;
(d) final judgments in respect of serious crimes or other serious offences;
(e) professional misconduct or acts or omissions that adversely reflect on the commercial integrity of the supplier; or
(f) failure to pay taxes.

Article 12. Lists of Registered or Qualified Suppliers

1. Entities may establish for continuing use a list of suppliers registered or qualified to participate in procurements.
2. Entities shall publish annually or otherwise make available continuously in electronic form a notice inviting interested suppliers to apply for inclusion on the list. Where a list will be valid for three years or less, an entity may publish this notice only once, at the beginning of the period of validity of the list, provided that the notice:
(a) states the period of validity and that further notices will not be published; and
(b) is published by electronic means and is made available continuously during the period of its validity.
3. The notice shall include:
(a) a description of the goods and services for which the list may be used; and
(b) a summary of the conditions to be satisfied by suppliers for inclusion on the list.
4. Entities shall ensure that suppliers may apply for participation in the list at any time, and that all qualifying suppliers are included within a reasonable period, taking into account the conditions for participation and the need for verification.
5. Where entities require suppliers to qualify for such a list before being permitted to participate in a procurement, and a supplier that has not previously satisfied such requirements or conditions submits an application, the entity shall promptly start the registration or qualification process. The entity shall allow such supplier to participate in the procurement, provided there is sufficient time to complete the registration or procurement procedures within the time period allowed for the submission of tenders.
6. Entities shall notify qualified suppliers of the termination of or their removal from a list and, on request of a supplier, provide the supplier with written reasons for this action within a reasonable time.

Article 13. Technical Specifications

1. Each Party shall ensure that its entities do not prepare, adopt or apply any technical specification with the purpose or the effect of creating unnecessary obstacles to trade between the Parties.
2. Any technical specifications prescribed by an entity shall, where appropriate:
(a) be specified in terms of performance and functional requirements, rather than design or descriptive characteristics; and
(b) be based on international standards, where applicable, or otherwise on domestic technical regulations, recognised domestic standards, or building codes.
3. Each Party shall ensure that its entities do not prescribe technical specifications that require or refer to a particular trademark or trade name, patent, design or type, specific origin or producer or supplier, unless there is no sufficiently precise or intelligible way of otherwise describing the procurement requirements and provided that, in such cases, words such as "or equivalent" are included in the tender documentation.
4. Each Party shall ensure that its entities do not seek or accept, in a manner that would have the effect of prejudicing fair competition, advice to be used in the preparation or adoption of any technical specification for a specific procurement from a person that may have a commercial interest in that procurement.

Article 14. Tender Documentation

1. Tender documentation provided to suppliers shall contain all information necessary to enable them to prepare and submit responsive tenders, including the essential requirements and evaluation criteria for the award of the procurement contract.
2. Where entities do not offer direct access to the tender documentation by electronic means, entities shall promptly make available the tender documentation at the request of any interested or, as applicable, qualified supplier.
3. Entities shall endeavour to reply promptly to any reasonable request for relevant information or explanation made by a supplier, provided that such information does not give that supplier an advantage over other suppliers. The information or explanation given to a supplier may be provided to all participating suppliers known to the entity, in which case it shall be provided promptly.
4. Where prior to the award of a contract, an entity modifies the tender documentation, and that modification could impact on the preparation of tenders, it shall publish or transmit all such modifications in writing:
(a) to all suppliers who have requested tender documentation at the time the criteria are modified, where such suppliers are known to the entity, and in all other cases in the same manner as the original information was transmitted by the entity; and
(b) in adequate time to allow such suppliers to modify and resubmit their tenders, as appropriate.

Article 15. Exceptions to Open or Selective Tendering

1. Provided that the tendering procedure is not used to avoid competition or to protect domestic suppliers, entities may award contracts by means other than open or selective tendering procedures in any of the following circumstances:
(a) where:
(i) no tenders were submitted or no suppliers requested participation;
(ii) no tenders that conform to the essential requirements of the tender documentation were submitted;
(iii) no suppliers satisfied the conditions for participation; or
(iv) the tenders submitted have been collusive, provided that the requirements of the tender documentation are not substantially modified;
(b) where the goods or services can be supplied only by a particular supplier and no reasonable alternative or substitute goods or services exist for any of the following reasons:
(i) the requirement is for a work of art;
(ii) the protection of patents, copyrights or other exclusive rights; or due to an absence of competition for technical reasons;
(c) for additional deliveries by the original supplier of goods or services that were not included in the initial procurement where a change of supplier for such additional goods or services:
(i) cannot be made for economic or technical reasons such as requirements of interchangeability or interoperability with existing equipment, software, services or installations procured under the initial procurement; and
(ii) would cause significant inconvenience or substantial duplication of costs for the procuring entity;
(d) insofar as is strictly necessary where, for reasons of extreme urgency brought about by events unforeseeable by the procuring entity, the goods or services could not be obtained in time using open tendering or selective tendering;
(e) for goods purchased on a commodity market;
(f) where a procuring entity procures a prototype or a first good or service that is developed at its request in the course of, and for, a particular contract for research, experiment, study or original development. Original development of a first good or service may include limited production or supply in order to incorporate the results of field testing and to demonstrate that the good or service is suitable for production or supply in quantity to acceptable quality standards, but does not include quantity production or supply to establish commercial viability or to recover research and development costs;
(g) for purchases made under exceptionally advantageous conditions that only arise in the very short term in the case of unusual disposals such as those arising from liquidation, receivership or bankruptcy, but not for routine purchases from regular suppliers; or
(h) where a contract is awarded to a winner of a design contest provided that:
(i) the contest has been organized in a manner that is consistent with the principles of this Agreement, in particular relating to the publication of a notice of intended procurement; and
(ii) the participants are judged by an independent jury with a view to a design contract being awarded to a winner.
2. The Parties shall ensure that where entities resort to a procedure other than open or selective tendering based on the circumstances set forth in paragraph 1, the entities shall maintain a written record or report setting out the circumstances and specific justifications for resorting to a procedure other than open or selective tendering.

Article 16. Awarding of Contracts

1. The Parties shall ensure that their entities receive, open and evaluate all tenders under procedures that guarantee the fairness and impartiality of the procurement process.
2. To be considered for award of a contract, a tender must, at the time of opening by the entity, conform to the essential requirements of the notice of intended procurement or tender documentation and be submitted by a supplier who complies with the conditions for participation.
3. Unless an entity determines that it is not in the public interest to award a contract, it shall award the contract to the supplier that has been determined to be fully capable of undertaking the contract and has submitted the tender that:
(a) offers the best value for money;
(b) offers the lowest price; or
(c) is the most advantageous in terms of the essential requirements and evaluation criteria set forth in the tender documentation.
4. An entity shall not cancel a procurement covered by this Chapter, or terminate or modify awarded contracts, in order to circumvent the requirements of this Chapter.

Article 17. Post-award Information

1. Entities shall promptly inform suppliers that have submitted a tender of the contract award decision.
2. Entities shall, on request from an unsuccessful supplier, promptly explain the reasons for the rejection of its tender or the relative advantages of the tender the entity selected.
3. Entities shall, promptly after the award of a contract for a procurement covered by this Chapter, publish a notice containing at least the following information:
(a) the name and address of the successful supplier;
(b) a description of the goods or services supplied; and
(c) the value of the contract award.

Article 18. Ensuring Integrity In Procurement Practices

Each Party shall ensure that criminal or administrative penalties exist to address corruption in its government procurement, and that its entities have in place policies and procedures to address any potential conflict of interest on the part of those engaged in or having influence over a procurement.

Article 19. Domestic Review of Supplier Complaints

1. Each Party shall ensure that its entities accord impartial and timely consideration to any complaints from suppliers regarding an alleged breach of measures or government procurement measures implementing this Chapter arising in the context of a procurement in which those suppliers have, or have had, an interest. Where appropriate, a Party may encourage suppliers to seek clarification from its entities with a view to facilitating the resolution of any such complaints.
2. Each Party shall provide suppliers of the other Party with non-discriminatory, timely, transparent and effective access to an administrative or judicial body competent to hear or review complaints of alleged breaches of the procuring Party's measures or government procurement measures implementing this Chapter arising in the context of procurements in which those suppliers have, or have had, an interest.
3. Each Party shall make information on complaint mechanisms generally available.
4. Where an administrative or judicial body may award compensation for any breach of measures or government procurement measures implementing this Chapter, such compensation may be limited to the costs for tender preparation reasonably incurred by the supplier for the purpose of the procurement.

Article 20. Electronic Communications and Contact Points

1. The Parties shall encourage their entities to provide opportunities for government procurement to be undertaken through the internet and shall encourage, to the extent possible, the use of electronic means for the provision of tender documentation and receipt of tenders.
2. The contact point or points from whom suppliers can obtain information on government procurement shall either be specified in Annex 3:IV (Contact Points), or be set out in the information on the single electronic point of access.
3. Each Party shall encourage its entities to publish on the internet information regarding the entities' indicative procurement plans as early as possible in the fiscal year.

Article 21. Modifications and Rectifications of Annexes

1. Each Party may modify its Annexes to this Chapter in conformity with the provisions of paragraph 2(c) of Article 2 (Functions of the Joint Commission) of Chapter 22 (Institutional Provisions) provided that it: (a) notifies the other Party of the proposed modification; and (b) provides the other Party appropriate compensatory adjustments to its coverage in order to maintain a level of coverage comparable to that existing prior to the modification.
2. Notwithstanding paragraph 1(b), no compensatory adjustments shall be provided to the other Party where the modification by a Party of its Annexes to this Chapter concerns: (a) rectifications of a purely formal nature and minor amendments to entity coverage and/or the single electronic point of access and/or contact points, made through an implementing arrangement in accordance with paragraph 2(b) of Article 2 (Functions of the Joint Commission) of Chapter 22 (Institutional Provisions); or (b) one or more entities over which a Party's control or influence has been effectively eliminated as a result of corporatisation and commercialisation or privatisation.

Article 22. Co-operation

The Parties shall meet as necessary for the purpose of affording Parties the opportunity to consult on the following matters:
(a) any matters relating to the operation of this Chapter;
(b) discussion of government procurement issues;
(c) exchange of government procurement information; and
(d) further government procurement negotiations.

Chapter 12. Investment

Article 1. Objectives

The objectives of this Chapter are to encourage and promote the flow of investment between the Parties on a mutually advantageous basis, under conditions of transparency within a stable framework of rules to ensure the protection and security of investments by investors of the other Party within each Party, while recognising the rights of Parties to regulate and the responsibility of governments to protect public health, safety and the environment.

Article 2. Definitions

For the purposes of this Chapter:
appointing authority means the Secretary General of the Permanent Court of Arbitration or any person as agreed by the disputing parties;
covered investment means, with respect to a Party, an investment in that Party of an investor of the other Party in existence as of the date of entry into force of this Agreement or established, acquired or expanded thereafter; disputing investor means an investor of a Party that makes a claim against the other Party on its own behalf under Section B, and where relevant includes an investor of a Party that makes a claim on behalf of an enterprise of the disputing Party that the investor owns or controls directly or indirectly;
disputing parties means the disputing investor and the disputing Party;
disputing party means either the disputing investor or the disputing Party;
disputing Party means a Party against which a claim is made under Section B;
freely usable currency means "freely usable currency" as determined by the International Monetary Fund under its Articles of Agreement and amendments thereto, or any currency that is used to make international payments and is widely traded in the international principal exchange markets;
government procurement means any measure relating to the procurement by governmental agencies of goods or services or a combination of both for governmental purposes and not with a view to commercial sale or resale or use in the production or supply of goods or services for commercial sale or resale;
investment means every kind of asset that an investor owns or controls, directly or indirectly, that has the characteristics of an investment, including such characteristics as the commitment of capital or other resources, the expectation of gain or profit, or the assumption of risk.
Forms that an investment may take include, but are not limited to, the following:
(a) an enterprise;
(b) shares, stocks or other forms of equity participation in an enterprise, and rights derived therefrom;
(c) bonds, including government issued bonds, debentures, loans and other forms of debt, and rights derived therefrom; (4)
(d) rights under contracts, including turnkey, construction, management, production or revenue-sharing contracts;
(e) claims to money or to any contractual performance related to a business and having an economic value; （5）
(f) intellectual property rights and goodwill;
(g) rights conferred pursuant to law or contract such as concessions, licences, authorisations, and permits; （6） and
(h) other tangible and intangible, movable and immovable property, and any related property rights, such as leases, mortgages, liens and pledges.
investor of a Party means:
(a) a Party;
(b) an enterprise of a Party; or
(c) a natural person of a Party; that attempts to make, is making or has made an investment in the other Party; measure adopted or maintained by a Party means any of those measures taken by a Party that are specified in paragraph 3(a) of Article 1 of GATS.
non-disputing Party means the Party of the disputing investor; and
protected information means confidential business information or information that is privileged or otherwise protected from disclosure under a Party's law, including classified government information.

Article 3. Scope

1. This Chapter applies to measures adopted or maintained by a Party relating to:
(a) investors of the other Party;
(b) covered investments; and
(c) with respect to Article 7 (Performance Requirements), all investments in the Party.
2. For greater certainty, the provisions of this Chapter do not bind either Party in relation to any act or fact that took place or any situation that ceased to exist before the date of entry into force of this Agreement.
3. This Chapter does not apply to services supplied in the exercise of governmental authority, as defined in Article 3 (Definitions) of Chapter 13 (Cross-Border Trade in Services).

Article 4. Relation to other Chapters

1. In the event of an inconsistency between this Chapter and another Chapter, the other Chapter shall prevail to the extent of the inconsistency.
2. A requirement by a Party that a service supplier of the other Party post a bond or other form of financial security as a condition of the cross-border supply of a service does not of itself make this Chapter applicable to measures adopted or maintained by the Party relating to cross-border supply of the service.
This Chapter applies to measures adopted or maintained by the Party relating to the posted bond or financial security, to the extent that such bond or financial security is a covered investment.

Article 5. National Treatment

1. Each Party shall accord to investors of the other Party treatment no less favourable than that it accords, in like circumstances, to its own investors with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments.
2. Each Party shall accord to covered investments treatment no less favourable than that it accords, in like circumstances, to investments of its own investors with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments.

Article 6. Most-favoured-nation Treatment

1. Each Party shall accord to investors of the other Party treatment no less favourable than that it accords, in like circumstances, to investors of any non-Party with respect to establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments.
2. Each Party shall accord to covered investments treatment no less favourable than that it accords, in like circumstances, to investments of investors of a non-Party with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments.
3. For greater certainty, the obligation in this Article does not apply to dispute resolution procedures other than those set out in this Agreement.
4. Notwithstanding paragraphs 1 and 2, the Parties reserve the right to adopt or maintain any measure that accords differential treatment to countries under any bilateral or multilateral international agreement in force or signed prior to the date of entry into force of this Agreement.
5. For greater certainty, paragraph 4 includes, in respect of agreements on the liberalisation of trade in goods or services or investment, any measures taken as part of a wider process of economic integration or trade liberalisation between the parties to such agreements.
6. The Parties reserve the right to adopt or maintain any measure that accords differential treatment to countries under any international agreement in force or signed after the date of entry into force of this Agreement involving:
(a) fisheries;
(b) maritime matters; or
(c) aviation.

Article 7. Performance Requirements

1. Neither Party may, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party, impose or enforce any requirement, or enforce any commitment or undertaking:impose or enforce any requirement, or enforce any commitment or undertaking:impose or enforce any requirement, or enforce any commitment or undertaking: (7)
(a) to export a given level or percentage of goods or services;
(b) to achieve a given level or percentage of domestic content;
(c) to purchase, use, or accord a preference to goods produced in its jurisdiction, or to purchase goods from persons in its jurisdiction;
(d) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment;
(e) to restrict sales of goods or services in its jurisdiction that such investment produces or supplies by relating such sales in any way to the volume or value of its exports or foreign exchange earnings;
(f) to transfer a particular technology, a production process, or other proprietary knowledge to a person in its jurisdiction; or
(g) to supply exclusively from the Party the goods that it produces or the services that it supplies to a specific regional market or to the world market.
2. Neither Party may condition the receipt or continued receipt of an advantage in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party on compliance with any of the following requirements:
(a) to achieve a given level or percentage of domestic content;
(b) to purchase, use, or accord a preference to goods produced in its jurisdiction, or to purchase goods from persons in its jurisdiction;
(c) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; or
(d) to restrict sales of goods or services in its jurisdiction that such investment produces or supplies by relating such sales in any way to the volume or value of its exports or foreign exchange earnings.
3. (a) Nothing in paragraph 2 shall be construed to prevent a Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its jurisdiction of an investor of a Party on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its jurisdiction.
(b) Paragraph 1(f) does not apply:
(i) when a Party authorises use of an intellectual property right in accordance with Article 31 (8) of the TRIPS Agreement or any relevant amendment thereto, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or 8 The reference to "Article 31" includes footnote 7 to Article 31.
(ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal, or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under the Party's competition laws. (9)
(c) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs.
(d) Paragraphs 1(b), (c), (f), and (g), and 2(a) and (b), do not apply to government procurement.
(e) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariff treatment or preferential quotas.
4. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Article 8. Senior Management and Boards of Directors

1. Neither Party may require that an enterprise of that Party that is a covered investment appoint to senior management positions natural persons of any particular nationality.
2. Neither Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the Party.
3. Neither Party may require that less than a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is a covered investment, be of a particular nationality, or resident in the Party, where that requirement would materially impair the ability of the investor to exercise control over its investment.

Article 9. Non-conforming Measures

1. Articles 5 (National Treatment), 6 (Most-Favoured-Nation Treatment), 7 (Performance Requirements) and 8 (Senior Management and Boards of Directors) shall not apply to:
(a) any existing non-conforming measure that is maintained by a Party:
(i) as set out by that Party in its Schedule to Annex 4:I; or
(ii) maintained by a Party at a regional or local level of government;
(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) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 5 (National Treatment), 6 (Most-Favoured-Nation Treatment), 7 (Performance Requirements) and 8 (Senior Management and Boards of Directors).
2. Articles 5 (National Treatment), 6 (Most-Favoured-Nation Treatment), 7 (Performance Requirements) and 8 (Senior Management and Boards of Directors) do not apply to any measure that a Party adopts or maintains with respect to sectors, sub-sectors, or activities, as set out in its Schedule to Annex 4:II.
3. Neither Party may, under any measure adopted after the date of entry into force of this Agreement and covered by its Schedule to Annex 4:II, require an investor of the other Party, by reason of its nationality, to sell or otherwise dispose of an investment existing at the time the measure becomes effective.
4. Articles 5 (National Treatment) and 6 (Most–Favoured-Nation Treatment) do not apply to any measure that is an exception to, or derogation from, a Party's obligations under the TRIPS Agreement.
5. Articles 5 (National Treatment), 6 (Most-Favoured-Nation Treatment) and 8 (Senior Management and Boards of Directors) do not apply to:
(a) government procurement; or
(b) subsidies or grants provided by a Party, including government-supported loans, guarantees, and insurance.

Article 10. Minimum Standard of Treatment

1. Each Party shall accord to covered investments treatment in accordance with the customary international law minimum standard of treatment, including fair and equitable treatment and full protection and security.
2. The obligation in paragraph 1 to provide:
(a) "fair and equitable treatment" includes the obligation not to deny justice in criminal, civil or administrative adjudicatory proceedings in accordance with the principle of due process;
(b) "full protection and security" requires each Party to take such measures as may be reasonably necessary to ensure the physical protection and security of covered investments.
3. The concepts of "fair and equitable treatment" and "full protection and security" do not require treatment in addition to or beyond that which is required by the customary international law minimum standard of treatment, and do not create additional substantive rights.
4. A determination that there has been a breach of another provision of this Agreement, or of a separate international agreement, does not establish that there has been a breach of this Article.

Article 11. Treatment In Case of Armed Conflict or Civil Strife

1. Notwithstanding paragraph 5 of Article 9 (Non-conforming Measures), each Party shall accord to investors of the other Party and to investments of an investor of the other Party with respect to measures it adopts or maintains relating to losses suffered by investments in its jurisdiction owing to armed conflict or civil strife, treatment no less favourable than that it accords, in like circumstances, to:
(a) its own investors and their investments; and
(b) investors of any non-Party and their investments.
2. Notwithstanding paragraph 1, if an investor of a Party suffers a loss in the other Party resulting from:
(a) requisitioning of its covered investment or part thereof by the latter's forces or authorities; or
(b) destruction of its covered investment or part thereof by the latter's forces or authorities, which was not required by the necessity of the situation; the latter Party shall provide the investor with restitution, compensation, or both, as appropriate, for such loss. Any compensation shall be prompt, adequate, and effective in accordance with paragraphs 2 to 4 of Article 13 (Expropriation), mutatis mutandis.
3. Paragraph 1 does not apply to existing measures relating to subsidies or grants provided by a Party, including government-supported loans, guarantees, and insurance that would be inconsistent with Article 5 (National Treatment) but for paragraph 5(b) of Article 9 (Non-conforming Measures).

Article 12. Transfers

1. Each Party shall permit all transfers into and out of its jurisdiction relating to a covered investment to be made freely and without delay in a freely usable currency at the market rate of exchange at the time of transfer. Such transfers include:
(a) contributions to capital, including the initial contribution;
(b) profits, dividends, interest, capital gains, royalty payments, management fees, and technical assistance and other fees;
(c) proceeds from the sale of all or any part of the covered investment or from the partial or complete liquidation of the covered investment;
(d) payments made under a contract, including payments made pursuant to a loan agreement;
(e) payments made pursuant to Article 11 (Treatment in Case of Armed Conflict or Civil Strife) and Article 13 (Expropriation);
(f) payments arising out of the settlement of a dispute by any means including adjudication, arbitration, or the agreement of the parties to the dispute; and
(g) earnings and other remuneration of personnel engaged from abroad in connection with that investment.
2. Notwithstanding paragraph 1, a Party may prevent or delay a transfer through the equitable, non-discriminatory, and good faith application of its laws relating to:
(a) bankruptcy, insolvency, or the protection of the rights of creditors;
(b) issuing, trading, or dealing in securities, futures, or derivatives;
(c) criminal or penal offences;
(d) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities;
(e) ensuring compliance with orders or judgments in judicial or administrative proceedings; or
(f) social security, public retirement, or compulsory savings schemes.
3. Neither Party may require its investors to transfer, or penalise its investors that fail to transfer, the income, earnings, profits, or other amounts derived from, or attributable to, investments in the other Party.