Article 18. Focal Points or 'ombudsmen'
1. Each State Party shall designate, in accordance with the provisions of its domestic legal system, a National Focal Point or "Ombudsman" shall have as its main responsibility the support to investors of the other States Parties in its territory.
(a) In Argentina, the National Focal Point will be the Under secretariat of Foreign Trade, under the Ministry of Commerce of the Ministry of Production.
(b) In Brazil, the Ombudsman will be the Ombudsman for Direct Investments within the scope of the Chamber of Foreign Trade - CAMEX
(c) In Paraguay, the National Focal Point will be the Ministry of Industry and Commerce.
(d) In Uruguay, the National Focal Point will be the Ministry of Economy and Finance.
2. Each State Party may modify its Focal Point designated in this Protocol, and in such case, must communicate it in writing to the other States Parties as soon as possible. Until said communication is made, the notifications made to the previous Focal Point will be valid.
3. The National Focal Point, among other responsibilities:
(a) Will interact with the National Focal Points of the other States Parties of in accordance with this Protocol;
(b) Evaluate, in dialogue with the competent governmental authorities of the Host State Party, any suggestions and proposals from another State Party regarding investments or investors of this State Party and recommend, where appropriate, actions to improve the environment of the investments;
(c) Seek to prevent investment disputes in coordination with the competent government authorities;
(d) Provide information on regulations of general scope in relation to investments;
(e) Inform the Commission about its activities and actions, when it deems it necessary and will endeavor to comply with the guidelines thereof.
4. The States Parties shall adopt the necessary measures, in accordance with the form provided in their domestic legal systems, to enable the institutional access of the National Focal Point to the governmental agencies and establish the pertinent procedures for the National Focal Point to carry out its functions, once this Protocol enters into force.
5. Without prejudice to paragraph 3 of Article 4 (Treatment), the National Focal Point shall exercise its responsibilities in relation to investments of investors of a State Party even if they have not begun to operate their business in the territory of the Host State Party.
Article 19. Exchange of Information between the States Parties
1. The States Parties, through the Commission and their Focal Points Nations or Ombudsmen, will exchange information on business opportunities, procedures and requirements for investments, whenever possible for the State Party to which such information is requested, in accordance with its domestic legal system and provided that it is relevant for the State Party that requests them.
2. For the purposes of the provisions of paragraph 1 of this Article, the State Party shall provide, upon request, with the speed and respect for the level of protection granted to the information requested in the terms of paragraph 1, provided that it is feasible for the State Party to which it is requested and subject to its national legislation, in particular, information on the following points:
(a) Government investment programs and any specific incentives;
(b) Public policies and legal frameworks that may affect investment;
(c) Legal framework for investment, including legislation on the creation of companies, businesses and joint ventures;
(d) International treaties related to the investment;
(e) Customs procedures and tax regimes;
(f) Statistics on the market for goods and services;
(g) Available infrastructure and public services;
(h) Public concessions;
(i) Social, labor, migration and exchange legislation;
(j) Legislation on the specific economic sectors previously identified by the States Parties;
(k) Regional projects and
(l) Public-Private Partnerships (PPP).
Article 20. Treatment of Protected Information
1. The States Parties shall respect the level of protection of the information established by the State Party that has submitted it, observing the respective national legislations on the subject.
2. Nothing in this Protocol shall be construed as requiring any of the States Parties to disclose the protected information, which could hinder the application of the law, be contrary to the public interest or could harm privacy or legitimate business interests. For the purposes of this paragraph, protected information includes confidential business information or information whose disclosure is prohibited by the applicable laws of a State Party.
Article 21. Interaction with the Private Sector
Recognizing the key role played by the private sector, States Parties will disseminate, to the extent possible, relevant business sectors, general information on investment, regulatory frameworks and business opportunities in the territory of the States Parties.
Article 22. Cooperation between Organizations Responsible for the Promotion of Investments
1. The States Parties, insofar as possible and in accordance with their domestic legal system, will encourage their agencies or entities competent in the promotion of investment to:
(a) Share non-confidential information among the agencies or entities competent in matters of investment of the States Parties, in order to encourage investment;
(b) Collaborate among the agencies or competent entities of the States Parties, identifying areas of mutual cooperation and exchanging information, experience and best practices regarding the development of investment attraction policies;
(c) Identify areas of mutual cooperation and reciprocal business, in order to provide investors with advice on business opportunities;
(d) Exchange, to the extent of their budget availability, and provided that the competent agencies or entities deem it appropriate, their experiences in terms of promotion, internalization and attraction of investment, which may include visits and training of the personnel of said agencies or entities ; and
(e) Conduct events in conjunction with the agencies or competent entities of the other States Parties, with the objective of attracting extra-regional investments together and / or disclosing reciprocal business opportunities and investment benefits.
2. The agencies or entities competent in matters of investment promotion of the States Parties are:
(a) In Argentina, the Argentine Agency for Investment and International Trade.
(b) In Brazil, the Brazilian Agency for the Promotion of Exports and Investments - Apex Brazil.
(c) In Paraguay, the Investment and Exports Network - REDIEX.
(d) In Uruguay: Institute Uruguay XXI.
Article 23. Procedure for the Prevention of Disputes
1. If a State Party considers that a specific measure adopted by another State Party constitutes a violation of this Protocol, it may initiate a procedure for the prevention of disputes within the scope of the Commission, in accordance with the provisions of this Article.
2. The following rules will apply to the aforementioned procedure:
(a) In order to initiate the procedure, the State Party concerned shall submit to the Commission an initial brief that allows it to evaluate the difference, sending a copy to the other States Parties. The writing must contain at least the following elements, without prejudice to its subsequent complementation:
(i) Indication of the States Parties involved;
(ii) Preliminary statement of the purpose of the dispute;
(iii) Description of the background that gives rise to the difference;
(iv) Legal grounds for the allegation of violation, with precise indication of the applicable provisions of this Protocol; and
(v) Evidence of the alleged facts, if applicable.
(b) The Chair of the Commission, even if it is exercised by a State Party involved in the dispute, will convene a meeting that will take place within a maximum period of thirty (30) days, counted from the date of presentation of the initial brief.
(c) The Commission will have a term of sixty (60) days, counted from the date of the first meeting, extendable by common agreement between the States Parties involved, to evaluate the initial brief, try to arrive at a solution and prepare a report.
(d) The report mentioned in the previous paragraph will include, among other elements:
(i) Identification of the States Parties directly involved;
(ii) Description of the measure in question and the alleged violations of this Protocol; and
(iii) A summary of the conclusions arrived at by the States Parties directly involved.
(e) In the event that the difference is not resolved after the deadlines established in this Article have been met or if there is no participation of a State Party involved in the meetings of the Commission convened pursuant to this Article, the dispute may be submitted to the procedures and dispute resolution mechanisms in force in MERCOSUR, in accordance with Article 24 (Dispute Settlement among the States Parties) of this Protocol.
3. If the measure in question affects a specific investor, the following additional rules will apply:
(a) The initial brief of the State Party that initiates the proceeding must identify the investor directly affected;
(b) The Commission may invite the representatives of the affected investor to participate in its meetings, in accordance with the MERCOSUR regulations in force;
(c) Any violations by the investor of the legal system of the Host State Party will be recorded in the Report; and
(d) A State Party may deny that a dispute previously submitted to a dispute settlement mechanism provided for in other agreements is presented again to the mechanisms established in this Protocol.
4. Where relevant for the consideration of the measure in question, the Commission may invite other interested parties to appear before the Commission and present its views on that measure.
5. The records of the meetings held within the scope of the Dispute Prevention Procedure and all related documentation shall be confidential, with the exception of the report submitted by the Commission pursuant to paragraph 2, clauses c) and d) of this Article, subject to the legislation of each State Party on the disclosure of information.
Article 24. Settlement of Disputes between the States Parties
1. Once the procedure provided for in Article 23 (Procedure for the Prevention of Disputes) has been exhausted without the dispute having been resolved, any of the States Parties involved may submit it to the procedures and dispute resolution mechanisms in force in MERCOSUR, in accordance with the provisions of this Article.
2. This Protocol may be invoked to pay for a transaction related to investments provided that no more than five (5) years have elapsed since the date on which the State Party first had or should have known for the first time the events that gave rise to the controversy.
3. They may not be subject to the dispute resolution mechanism, Article 14 (Corporate Social Responsibility), paragraph 1 of Article 15 (Investment Measures and the Fight against Corruption and Illegality) and paragraph 2 of Article 16 (Provisions on Investments and Environment, Labor Issues and Health).
4. A dispute relating to an investment that has been submitted to the procedures established in Articles 23 (Procedure for the Prevention of Disputes) and 24 (Settlement of Disputes between the States Parties) may not be submitted to the arbitration procedures established in bilateral treaties of investment or other agreement with provisions relating to investments of which the States Parties are or become a party.
Part IV. Agenda for Cooperation and Facilitation of Investments
Article 25. Agenda for Cooperation and Investment Facilitation
1. The Commission will develop and discuss an Agenda for Cooperation and Facilitation of Investments in the relevant topics for the promotion and increase of mutual investment. The topics that will be addressed initially are listed in the Annex "Agenda for Cooperation and Investment Facilitation".
2. The agenda will be discussed among the competent governmental authorities of the States Parties.
3. The results of such discussions may constitute additional protocols to this Protocol or specific legal instruments, which will be deposited with the Republic of Paraguay.
4. The Commission will establish the activities and schedules for greater cooperation and facilitation of investments and the eventual negotiation of specific commitments.
5. The States Parties shall submit to the Commission the names of the governing bodies and their official representatives involved in these activities.
Part V. Final Provisions
Article 26. Final Provisions
1. This Protocol, concluded within the framework of the Treaty of Asunción, shall be of indefinite duration and shall enter into force sixty (60) days after the date of deposit of the second instrument of ratification and its provisions shall be applicable to those States Parties that have it ratified. For States Parties that ratify it subsequently, this Protocol will enter into force sixty (60) days after the respective deposit of each instrument of ratification.
2. With regard to denunciation, the provisions of Article 21 of the Treaty of Asunción shall apply to this Protocol.
3. The States Parties, when they deem it opportune, may review this Protocol.
4. This Protocol and its instruments of ratification shall be deposited with the Republic of Paraguay, which shall notify the States Parties of the date of deposit of these instruments and of the entry into force of the Protocol, as well as send them a duly authenticated copy thereof.
5. Modifications and updates made to the Annex that forms part of this Protocol will be deposited with the Republic of Paraguay.
Conclusion
Done in the city of Buenos Aires, Argentine Republic, on the seventh day of the month of April, two thousand and seventeen, in two copies, in the Spanish and Portuguese languages, equally authentic.
For the Argentinian Republic
For the Federal Republic of Brazil
For the Republic of Paraguay
For the Oriental Republic of Uruguay
Attachments
This agenda represents an initial effort to improve cooperation and facilitation of investments between the States Parties and may be extended and modified in at any time by the Commission, compliance with the provisions of the Article 26, subsection 5.
(a) Payments and transfers
(b) Technical and environmental regulations
(c) Cooperation for Institutional Regulation and Exchange