(b) organising joint investment promotion activities between or among Parties;
(c) promoting business matching events;
(d) organising and supporting the organisation of various briefings and seminars on investment opportunities and on investment laws, regulations, and policies; and
(e) conducting information exchanges on other issues of mutual concern relating to investment promotion.
Article 10.17. Facilitation of Investment
1. Subject to its laws and regulations, each Party shall endeavour to facilitate investments among the Parties, including through:
(a) creating the necessary environment for all forms of investment;
(b) simplifying its procedures for investment applications and approvals;
(c) promoting the dissemination of investment information, including investment rules, laws, regulations, policies, and procedures; and
(d) establishing or maintaining contact points, one-stop investment centres, focal points, or other entities in the respective Party to provide assistance and advisory services to investors, including the facilitation of operating licences and permits.
2. Subject to its laws and regulations, a Party's activities under subparagraph 1(d) may include, to the extent possible, assisting investors of any other Party and covered investments to amicably resolve complaints or grievances with government bodies which have arisen during their investment activities by:
(a) receiving and, where appropriate, considering referring or giving due consideration to complaints raised by investors relating to government activities impacting their covered investment; and
(b) providing assistance, to the extent possible, in resolving difficulties experienced by the investors in relation to their covered investments.
3. Subject to its laws and regulations, each Party may, to the extent possible, consider establishing mechanisms to make recommendations to its relevant government bodies addressing recurrent issues affecting investors of another Party.
4. The Parties shall endeavour to facilitate meetings between their respective competent authorities aimed at exchanging knowledge and approaches to better facilitate investment.
5. Nothing in this Article shall be subject to, or otherwise affect, any dispute resolution proceedings under this Agreement.
Article 10.18. Work Programme
1. The Parties shall, without prejudice to their respective positions, enter into discussions on:
(a) the settlement of investment disputes between a Party and an investor of another Party; and
(b) the application of Article 10.13 (Expropriation) to taxation measures that constitute expropriation,
no later than two years after the date of entry into force of this Agreement, the outcomes of which are subject to agreement by all Parties.
2. The Parties shall conclude the discussions referred to in paragraph 1 within three years from the date of commencement of the discussions.
ANNEX 10A. Customary international law
The Parties confirm their shared understanding that âcustomary international lawâ generally and as specifically referenced in Article 10.5 (Treatment of Investment), including in relation to the customary international law minimum standard of treatment of aliens, results from a general and consistent practice of States that they follow from a sense of legal obligation.
ANNEX 10B. Expropriation
The Parties confirm their shared understanding that:
1. An action or a series of related actions by a Party cannot constitute an expropriation unless it interferes with a tangible or intangible property right or property interest (1) in a covered investment.
2. Article 10.13 (Expropriation) addresses two situations:
(a) the first situation is direct expropriation, where a covered investment is nationalised or otherwise directly expropriated through formal transfer of title or outright seizure; and
(b) the second situation is where an action or a series of related actions by a Party has an effect equivalent to direct expropriation without formal transfer of title or outright seizure.
3. The determination of whether an action or series of related actions by a Party, in a specific fact situation, constitutes an expropriation of the type referred to in subparagraph 2(b) requires a case-by-case, a fact-based inquiry that considers, among other factors:
(a) the economic impact of the government action, although the fact that an action or a series of related actions by a Party has an adverse effect on the economic value of an investment, standing alone, does not establish that such an expropriation has occurred;
(b) whether the government action breaches the government's prior binding written commitment to the investor, whether by contract, licence, or other legal document; and
(c) the character of the government action, including its objective and context. (2)
4. Non-discriminatory regulatory actions by a Party that are designed and applied to achieve legitimate public welfare objectives, such as the protection of public health, safety, public morals, the environment, and real estate price stabilisation, do not constitute expropriation of the type referred to in subparagraph 2(b).
Chapter 11. Intellectual Property
Section A. General Provisions and Basic Principles
Article 11.1. Objectives
1. The objective of this Chapter is to reduce distortion and impediments to trade and investment by promoting deeper economic integration and cooperation through the effective and adequate creation, utilisation, protection, and enforcement of intellectual property rights, while recognising:
a) (a) the Parties' different levels of economic development and capacity, and differences in national legal systems;
b) (b) the need to promote innovation and creativity;
c) (c) the need to maintain an appropriate balance between the rights of intellectual property right holders and the legitimate interests of users and the public interest;
d) (d) the importance of facilitating the diffusion of information, knowledge, content, culture, and the arts; and
e) (e) that establishing and maintaining a transparent intellectual property system and promoting and maintaining adequate and effective protection and enforcement of intellectual property rights provide confidence to right holders and users.
2. The protection and enforcement of intellectual property rights should contribute to the promotion of technological innovation and to the transfer and dissemination of technology, to the mutual advantage of producers and users of technological knowledge and in a manner conducive to social and economic welfare, and to a balance of rights and obligations.
Article 11.2. Scope of Intellectual Property
For the purposes of this Chapter, âintellectual propertyâ means copyright and related rights, trademarks, geographical indications, industrial designs, patents, layout-designs (topographies) of integrated circuits, protection of plant varieties, and protection of undisclosed information, as referred to in Sections 1 through 7 of Part Il of the TRIPS Agreement.
Article 11.3. Relation to other Agreements (1)
In relation to intellectual property, in the event of any inconsistency between a provision of this Chapter and a provision of the TRIPS Agreement, the latter shall prevail to the extent of such inconsistency.
Article 11.4. Principles
1. A Party may, in formulating or amending its laws and regulations, adopt measures necessary to protect public health and nutrition and to promote the public interest in sectors of vital importance to its socio-economic and technological development, provided that such measures are consistent with this Chapter.
2. Appropriate measures, provided that they are consistent with this Chapter, may be needed to prevent the abuse of intellectual property rights by right holders or the resort to practices which unreasonably restrain trade or adversely affect the international transfer of technology. (2)
3. Further to paragraph 2, the Parties recognise the need to foster competition.
Article 11.5. Obligations
Each Party shall give effect to the provisions of this Chapter. A Party may, but shall not be obliged to, implement in its law more extensive protection than is required by this Chapter, provided that such protection does not contravene this Chapter. Each Party shall be free to determine the appropriate method of implementing this Chapter within its own legal system and practice.
Article 11.6. Exhaustion of Intellectual Property Rights
Each Party shall be free to establish its own regime for exhaustion of intellectual property rights.
Article 11.7. National Treatment
1. Each Party shall accord to the nationals (3) of other Parties treatment no less favourable than that it accords to its own nationals with regard to the protection (4) of intellectual property, subject to the exceptions provided in the TRIPS Agreement and in the multilateral agreements administered by the World Intellectual Property Organization (hereinafter referred to as "WIPO" in this Chapter), to which that Party is party.
2. A Party may avail itself of the exceptions referred to in paragraph 1 in relation to its judicial and administrative procedures, including requiring a national of another Party to designate an address for service of process in its territory, or to appoint an agent in its territory, only where such exceptions are:
(a) necessary to secure compliance with its laws and regulations that are not inconsistent with this Chapter; and
(b) not applied in a manner that would constitute a disguised restriction on trade.
3. The obligations under paragraph 1 do not apply to procedures provided in multilateral agreements concluded under the auspices of WIPO relating to the acquisition or maintenance of intellectual property rights.
Article 11.8. The Trips Agreement and Public Health
1. The Parties reaffirm the Doha Declaration on the TRIPS Agreement and Public Health adopted on 14 November 2001. In particular, the Parties have reached the following understandings regarding this Chapter:
(a) the Parties affirm the right to fully use the flexibilities as duly recognised in the Doha Declaration on the TRIPS Agreement and Public Health;
(b) the Parties agree that this Chapter does not and should not prevent a Party from taking measures to protect public health; and
(c) the Parties affirm that this Chapter can and should be interpreted and implemented in a manner supportive of each Party's right to protect public health and, in particular, to promote access to medicines for all.
2. In recognition of the Parties' commitment to access to medicines and public health, this Chapter does not and should not prevent the effective utilisation of Article 31 bis of the TRIPS Agreement, and the Annex and Appendix to the Annex to the TRIPS Agreement.
3. The Parties recognise the importance of contributing to the international efforts to implement Article 31bis of the TRIPS Agreement, and the Annex and Appendix to the Annex to the TRIPS Agreement.
Article 11.9. Multilateral Agreements
1. Each Party shall ratify or accede to the following multilateral agreements to which it is not yet party:
(a) the Paris Convention for the Protection of Industrial Property done at Paris on 20 March 1883, as revised at Stockholm on 14 July 1967 and amended on 28 September 1979 (hereinafter referred to as the "Paris Convention" in this Chapter);
(b) the Berne Convention for the Protection of Literary and Artistic Works done at Berne on 9 September 1886, as revised at Paris on 24 July 1971 and amended on 28 September 1979 (hereinafter referred to as the "Berne Convention" in this Chapter);
(c) the Patent Cooperation Treaty done at Washington on 19 June 1970, as amended on 28 September 1979 and modified on 3 February 1984 and 3 October 2001 (hereinafter referred to as the "PCT" in this Chapter);
(d) the Protocol Relating to the Madrid Agreement Concerning the International Registration of Marks adopted at Madrid on 27 June 1989, as amended on 3 October 2006 and 12 November 2007 (hereinafter referred to as the "Madrid Protocol" in this Chapter);
(e) the WIPO Copyright Treaty adopted in Geneva on 20 December 1996 (hereinafter referred to as the "WCT" in this Chapter);
(f) the WIPO Performances and Phonograms Treaty adopted in Geneva on 20 December 1996 (hereinafter referred to as the "WPPT" in this Chapter); and
l(g the Marrakesh Treaty to Facilitate Access to Published Works for Persons Who are Blind, Visually Impaired, or Otherwise Print Disabled adopted in Marrakesh on 27 June 2013 (hereinafter referred to as the "Marrakesh Treaty" in this Chapter).
2. Each Party shall endeavour to ratify or accede to the following multilateral agreement to which it is not yet party: the Budapest Treaty on the International Recognition of the Deposit of Micro-organisms for the Purposes of Patent Procedure done at Budapest on 28 April 1977, as amended on 26 September 1980.
3. If any Party intends to ratify or accede to any of the following multilateral agreements, it may seek to cooperate with other Parties to support its ratification or accession to and its implementation of that multilateral agreement:
(a) the 1991 Act of International Convention for the Protection of New Varieties of Plants as revised at Geneva on 19 March 1991;
(b) the Geneva Act of the Hague Agreement Concerning the International Registration of Industrial Designs done at Geneva on 2 July 1999;
(c) the International Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organisations done at Rome on 26 October 1961 (hereinafter referred to as the "Rome Convention" in this Chapter); and
(d) the Singapore Treaty on the Law of Trademarks done at Singapore on 27 March 2006.
Section B. Copyright and Related Rights
Article 11.10. Exclusive Rights of Authors, Performers, and Producers of Phonograms
1. Each Party shall provide to authors of works the exclusive right to authorise any communication to the public of their works, by wire or wireless means, including the making available to the public of their works in such a way that members of the public may access these works from a place and at a time individually chosen by them.
2. Each Party shall provide to performers and producers of phonograms (5) the exclusive right to authorise the making available to the public of their performances fixed in phonograms and phonograms, respectively, by wire or wireless means, in such a way that members of the public may access them from a place and at a time individually chosen by them.
3. Each Party shall provide to authors, performers, and producers of phonograms the exclusive right to authorise or prohibit the reproduction of their works, performances fixed in phonograms, and phonograms in any manner or form.
Article 11.11. Right to Remuneration for Broadcasting (6)
Performers and producers of phonograms shall enjoy the right to a single equitable remuneration, or alternatively the right to receive royalties, for the direct or indirect use of phonograms published for commercial purposes for broadcasting.
Article 11.12. Protection of Broadcasting Organisations and Encrypted Programme-carrying Satellite Signals
1. Each Party shall provide to broadcasting organisations the exclusive right to prohibit the re-broadcasting of their broadcasts by at least wireless means, the fixation of their broadcasts, and the reproduction of fixations of their broadcasts. (7) (8)
2. Each Party shall endeavour to provide measures, in accordance with its laws and regulations, against at least one of the following acts:
(a) wilful reception; (9)
(b) wilful distribution (10); or
(c) wilful reception and further distribution (11),
of a programme-carrying signal that originated as an encrypted programme-carrying satellite signal, knowing that it has been decoded without the authorisation of the lawful distributor of the signal.
Article 11.13. Collective Management Organisations
1. Each Party shall endeavour to foster the establishment of appropriate organisations for the collective management of copyright and related rights. Each Party shall encourage such organisations to operate in a manner that is fair, efficient, publicly transparent, and accountable to their members, which may include open and transparent record keeping of the collection and distribution of royalties. (12)
2. The Parties recognise the importance of fostering cooperation between their respective collective management organisations for the purposes of mutually ensuring easier licensing of content among the Parties, as well as encouraging (13) mutual transfer of royalties for use of works or other copyright-protected subject matters of the nationals of another Party.
Article 11.14. Circumvention of Effective Technological Measures
Each Party shall provide adequate legal protection and effective legal remedies against the circumvention of effective technological measures that are used by authors, performers, or producers of phonograms in connection with the exercise of their rights referred to in this Section and that restrict acts, in respect of their works, performances, or phonograms, which are not authorised by the authors, the performers, or the producers of phonograms concerned or permitted by the laws and regulations of that Party.
Article 11.15. Protection for Electronic Rights Management Information
To protect electronic rights management information (hereinafter referred to as "RMI" in this Chapter) (14), each Party shall provide adequate and effective legal remedies against any person knowingly performing without authority any of the following acts knowing, or with respect to civil remedies with reasonable grounds to know, that it will induce, enable, facilitate, or conceal an infringement of any copyright or related rights referred to in this Chapter:
(a) removing or altering any electronic RMI; or
(b) distributing, importing for distribution, broadcasting, communicating, or making available to the public copies of works, performances fixed in phonograms, or phonograms, knowing that electronic RMI has been removed or altered without authority.
Article 11.16. Limitations and Exceptions to Providing Protection and Remedies for Technological Measures and RMI
1. Each Party may provide for appropriate limitations and exceptions to measures implementing Article 11.14 (Circumvention of Effective Technological Measures) and Article 11.15 (Protection for Electronic Rights Management Information) in accordance with its laws and regulations.
2. The obligations set forth in Article 11.14 (Circumvention of Effective Technological Measures) and Article 11.15 (Protection for Electronic Rights Management Information) are without prejudice to the rights, limitations, exceptions, or defences to infringement of any copyright or related right under a Party's laws and regulations.
Article 11.17. Government Use of Software
Each Party confirms its commitment to:
(a) maintain appropriate laws, regulations, or policies that provide for its central government to use only non-infringing computer software in a manner consistent with this Chapter; and
(b) encourage its regional and local governments to adopt or maintain measures similar to those referred to in subparagraph (a).
Article 11.18. Limitations and Exceptions
1. Each Party shall confine limitations or exceptions to exclusive rights to certain special cases which do not conflict with a normal exploitation of the work, performance, or phonogram, and do not unreasonably prejudice the legitimate interests of the right holder. (15)
2. Nothing in paragraph 1 shall reduce or extend the scope of applicability of the limitations and exceptions available to a Party as a party to the TRIPS Agreement, the Berne Convention, the Rome Convention, the WCT, or the WPPT.
3. Each Party shall endeavour to provide an appropriate balance in its copyright and related rights system, among other things by means of limitations and exceptions consistent with paragraph 1, for legitimate purposes, which may include education, research, criticism, comment, news reporting, and facilitating access to published works for persons who are blind, visually impaired, or otherwise print disabled.
4. For greater certainty, a Party may adopt or maintain limitations or exceptions to the rights referred to in paragraph 1 for fair use, as long as any such limitation or exception is confined as stated in paragraph 1.
Section C. Trademarks
Article 11.19. Trademarks Protection
Each Party shall ensure that any signs or any combination of signs capable of distinguishing the goods and services of one undertaking from those of other undertakings, shall be capable of constituting a trademark. Such signs, in particular words including personal names, letters, numerals, figurative elements, three-dimensional shapes, and combinations of colours, as well as any combination of such signs, shall be eligible for registration as trademarks. Where signs are not inherently capable of distinguishing the relevant goods or services, a Party may make registrability depend on distinctiveness acquired through use. No Party shall require, as a condition of registration of a trademark, that signs be visually perceptible, nor deny registration of a trademark solely on the grounds that the sign of which it is composed is a sound. (16)
Article 11.20. Protection of Collective Marks and Certification Marks
1. Each Party shall provide that trademarks include collective marks and certification marks. A Party is not obligated to treat certification marks as a separate category in its laws and regulations, provided that those marks are protected.
2. Each Party shall also provide that signs that may serve as geographical indications are capable of protection under its trademark system in accordance with its laws and regulations.
Article 11.21. Trademarks Classification System
1. Each Party shall adopt or maintain a trademark classification system that is consistent with the Nice Agreement Concerning the International Classification of Goods and Services for the Purposes of the Registration of Marks done at Nice on 15 June 1957, as amended from time to time (hereinafter referred to as the "Nice Agreement" in this Chapter).
2. A Party that relies on translations of the classification system established by the Nice Agreement (hereinafter referred to as the âNice Classificationâ in this Chapter) shall follow updated versions of the Nice Classification to the extent that official translations have been issued and published.
Article 11.22. Registration and Applications of Trademarks
1. Each Party shall provide a system for the registration of trademarks, which shall include: