In the event that this Agreement is terminated, the provisions of this Chapter, the provisions in Chapter 14 (Dispute Settlement), and other provisions in the Agreement necessary for or consequential to the application of this Chapter, except Articles 10.4 (National Treatment), and 10.12 (Reservations), shall continue in effect with respect to investments made or acquired before the date of termination of this Agreement for a further period of ten years after the date of termination and without prejudice to the application thereafter of the rules of general international law.
Article 10.17. Work Programme
1. The Parties shall enter into negotiations on Schedules of Reservations in Annexes 10-2 and 10-3 within three months of entry into force of this Agreement, unless the Parties otherwise agree.
2. The Parties shall conclude the negotiations referred to in paragraph 1, no later than six months from the date of entry into force of this Agreement, unless the Parties otherwise agree. These discussions shall be overseen by the Sub- Committee on Investment established under Article 15.2 (Sub-Committees).
3. Schedules of Reservations referred to in paragraph 1 shall enter into force by exchange of notes on a date agreed to by the Parties.
4. Articles 10.4 (National Treatment) and 10.12 (Reservations) shall not apply until the Parties' Schedules of Reservations have entered into force in accordance with paragraph 3.
Article 10.18. Implementation
The Sub-Committee on Investment established under Article 15.2 (Sub- Committees) shall consider matters relating to the implementation of this Chapter.
Article 10.19. Access to Courts of Justice
Each Party shall within its territory accord to investors of the other Party treatment no less favourable than the treatment, which it accords in like circumstances to its own investors, with respect to access to its courts of justice and administrative tribunals and agencies in all degrees of jurisdiction both in pursuit and in defence of such investors' rights.
Article 10.20. Measures In Public Interest
Nothing in this Chapter shall be construed to prevent:
(a) a Party or its regulatory bodies from adopting, maintaining or enforcing any measure, on a non-discriminatory basis; or
(b) the judicial bodies of a Party from taking any measures,
consistent with this Chapter that is in the public interest, including measures to meet health, safety or environmental concerns.
Chapter 11. ECONOMIC COOPERATION
Article 11.1. Objectives
1. The Parties agree to establish a framework for cooperation as a means to expand and enhance the benefits of this Agreement and to promote capacity building activities in areas of mutual interest taking into account existing economic cooperation between them.
2. The Parties shall establish close cooperation aimed inter alia at:
(a) promoting and enhancing economic cooperation between them to further development objectives in accordance with the applicable laws and regulations of each Party;
(b) complementing existing, and building new, cooperative relationships between the Parties;
(c) creating new opportunities for trade and investment and promoting competitiveness and innovation including through the involvement, where appropriate, of the private sector;
(d) contributing to the important role of the private sector in promoting and building strategic alliances to encourage mutual economic growth and development;
(e) encouraging through this cooperative process the presence of the Parties and their goods and services in each others' respective markets; and
(f) increasing and deepening the level of cooperation activities between the Parties in areas of mutual interest.
Article 11.2. Scope
1. The Parties affirm the importance of all forms of co-operation to be identified and discussed by the Sub-Committee on Economic Cooperation. The areas of cooperation include, but not limited to:
(a) Infrastructure Development;
(b) Human Resource Development;
(c) Science and Technology, including Health;
(d) Creative Industries;
(e) Tourism;
(f) Small and Medium Enterprises;
(g) Business Facilitation;
(h) Finance; and
(i) Other related areas of cooperation to be mutually agreed upon by the Parties in accordance with the objectives as set out in Article 1.1 (Objectives) of this Agreement.
Notwithstanding ongoing cooperation activities, cooperation in the areas identified shall commence upon the entry into force of this Agreement, in which some of the identified projects could be implemented as soon as possible thereafter.
2. Cooperation between the Parties should contribute to achieving the objectives of this Agreement and in particular the objectives in Article 1.1 (Objectives).
3. Cooperation between the Parties under this Chapter will supplement the cooperation and cooperative activities between the Parties set out in this Agreement.
Article 11.3. Resources
Cooperation shall be undertaken subject to the availability of resources of each Party and the applicable laws and regulations of each Party.
Article 11.4. Implementation
The Sub-Committee on Economic Cooperation established under Article 15.2 (Sub- Committees) shall consider matters relating to the implementation of this Chapter.
Article 11.5. Mechanisms for Implementation of Cooperation
1. The Parties agree that the mechanisms for cooperation shall take the form of:
(a) meetings of the Sub-Committee on Economic Cooperation;
(b) meetings, as required between the relevant institutions of the Parties (including, but not limited to, relevant government agencies and universities), to further the implementation of cooperation activities with a view to ensuring the successful implementation of economic cooperation under this Chapter; and
(c) use of diplomatic channels to promote dialogue and cooperation consistent with this Agreement.
2. In accordance with Article 15.1 (Joint Committee), in the area of economic cooperation the Joint Committee shall:
(a) receive and deliberate on the reports of the Sub-Committee on Economic Cooperation;
(b) make decisions on issues referred to it by the Sub-Committee on Economic Cooperation;
(c) encourage undertaking of cooperation activities under the framework as well as new initiatives as agreed by the Parties; and
(d) make recommendations on the cooperation activities under this Chapter for implementation through the Sub-Committee on Economic Cooperation, in accordance with the strategic priorities of the Parties.
Article 11.6. Non-Application of Dispute Settlement
Neither Party shall have recourse to the dispute settlement procedures under Chapter 14 (Dispute Settlement) in respect of this Chapter.
Chapter 12. GENERAL EXCEPTIONS
Article 12.1. General Exceptions
1. For the purposes of Chapters 2 through 10 (Trade in Goods, Rules of Origin, Customs Cooperation, Trade Remedies, Sanitary and Phytosanitary Measures, Technical Barriers to Trade, Trade in Services, Movement of Natural Persons, and Investment) of this Agreement, Article XX of GATT 1994 and its interpretive notes and Article XIV of GATS (including its footnotes) shall apply to this Agreement, mutatis mutandis.
2. For the purposes of Chapters 2 through 10 (Trade in Goods, Rules of Origin, Customs Cooperation, Trade Remedies, Sanitary and Phytosanitary Measures, Technical Barriers to Trade, Trade in Services, Movement of Natural Persons, and Investment) of this Agreement, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between the Parties where like conditions prevail, or a disguised restriction on trade in goods and services or investment, nothing in this Agreement shall be construed to prevent the adoption or enforcement by a Party of measures necessary to protect national treasures of artistic, historic or archaeological value.
Article 12.2. Security Exceptions
1. Nothing In this Agreement shall be construed:
(a) to require a Party to furnish or allow access to any information the disclosure of which it determines to be contrary to its essential security interests; or
(b) to prevent a Party from taking any actions which it considers necessary for the protection of its essential security interests:
(i) relating to the traffic in arms, ammunition and implements of war and to such traffic in other goods and materials or relating to the supply of services as carried on, directly or indirectly, for the purpose of supplying or provisioning a military establishment;
(ii) taken in time of war or other emergency in international relations;
(iii) relating to fissionable and fusionable materials or the materials from which they are derived; or
(iv) relating to protection of critical public infrastructure, including communications, power and water infrastructure from deliberate attempts intended to disable or degrade such infrastructure;
(c) to prevent a Party from taking any action in pursuance of its obligations under the United Nations Charter for the maintenance of international peace and security.
2. The Joint Commission shall be informed to the fullest extent possible of measures taken under paragraphs 1(b) and (c) and of their termination.
3. For the purposes of Chapters 8 (Trade in Services), 9 (Movement of Natural Persons) and 10 (Investment), nothing shall be construed to require a Party to accord the benefits of these Chapters to a service supplier or an investor that is an enterprise of the other Party where a Party adopts or maintains measures in any legislation or regulations which it considers necessary for the protection of its essential security interests with respect to a non-Party or a service supplier or an investor of a non-Party that would be violated or circumvented if the benefits of these Chapters were accorded to such a service supplier, an enterprise or to its investments, as the case may be.
4. Paragraph 3 shall be interpreted in accordance with the understanding of the Parties on security exceptions as set out in Annex 12-1 (Security Exceptions).
5. For purposes of Chapter 10 (Investment), this Article shall be interpreted in accordance with the understanding of the Parties on non-justiciability of security exceptions as set out in Annex 12-2 (Non-Justiciability of Security Exceptions).
Article 12.3. Taxation Measures
1. Unless otherwise provided for in this Agreement, the provisions of this Agreement shall not apply to any taxation measures.
2. Nothing in this Agreement shall affect the rights and obligations of either Party under any other agreement on taxation measures. In the event of any inconsistency between this Agreement and any such agreement on taxation measures, that agreement shall prevail to the extent of the inconsistency.
Article 12.4. Measures to Safeguard the Balance of Payments
1. Where a Party is in serious balance of payments and external financial difficulties or under threat thereof, it may:
(a) in the case of trade in goods, in accordance with GATT 1994 and the WTO Understanding on the Balance-of-Payments Provisions of the GATT 1994, adopt restrictive import measures;
(b) in the case of services, adopt or maintain restrictions on trade in services on which it has undertaken specific commitments, including on payments or transfers for transactions related to such commitments. It is recognized that particular pressures on the balance of payments of a Party in the process of economic development may necessitate the use of restrictions to ensure, inter alia, the maintenance of a level of financial reserves adequate for the implementation of its programme of economic development.
(c) in the case of investments, adopt or maintain restrictions with regard to payments or transfers relating to investment. It is recognized that particular pressures on the balance of payments of a Party in the process of economic development may necessitate the use of restrictions to ensure, inter alia, the maintenance of a level of financial reserves adequate for the implementation of its programme of economic development.
2. Restrictions adopted or maintained under paragraph 1(b) or (c) shall:
(a) be consistent with the Articles of Agreement of the International Monetary Fund;
(b) avoid unnecessary damage to the commercial, economic and financial interests of the other Party;
(c) not exceed those necessary to deal with the circumstances described in paragraph 1;
(d) be temporary and be phased out progressively as the situation specified in paragraph 1 improves; and
(e) be applied in such a manner that the other Party is treated no less favourably than any country that is not a party to this Agreement.
3. In determining the incidence of such restrictions, the Parties may give priority to economic sectors which are more essential to their economic development. However, such restrictions shall not be adopted or maintained for the purpose of protecting a particular sector.
4. Any restrictions adopted or maintained by a Party under paragraph 1, or any changes therein, shall be notified promptly to the other Party from the date such measures are taken.
5. To the extent that it does not duplicate the process under WTO and International Monetary Fund (âIMFâ), the Party adopting or maintaining any restrictions under paragraph 1 shall promptly commence consultations with the other Party from the date of notification in order to review the measures adopted or maintained by it.
Chapter 13. TRANSPARENCY
Article 13.1. Definitions
For the purposes of this Chapter, administrative ruling of general application means an administrative ruling or interpretation that applies to all persons and fact situations and that is relevant to the implementation of this Agreement but does not include:
(a) a determination or ruling made in administrative or quasi-judicial proceedings that applies to a particular person, good, or service of the other Party in a specific case; or
(b) arruling that adjudicates with respect to a particular act or practice.
Article 13.2. Publication
1. Each Party shall ensure, wherever possible, that its laws, regulations, procedures, and administrative rulings of general application with respect to any matter covered by this Agreement are promptly published, and made available in the public domain including in the official website in such a manner as to enable interested persons of the other Party to become acquainted with them.
2. To the extent possible, each Party shall:
(a) publish in advance any measure referred to in paragraph 1 that it proposes to adopt; and
(b) provide, where appropriate, interested persons and parties with a reasonable opportunity to comment on such proposed measures.
Article 13.3. Administrative Proceedings
With a view to administering in a consistent, impartial, and reasonable manner all measures concerning matters covered by this Agreement, each Party shall ensure in its administrative proceedings applying measures referred to in paragraph 1 of Article 13.2 (Publication) to particular persons, goods, or services of the other Party in specific cases that:
(a) wherever possible, persons of the other Party that are directly affected by a proceeding are provided reasonable notice, in accordance with domestic procedures, when a proceeding is initiated, including a description of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issues in question;
(b) such persons are afforded a reasonable opportunity to present facts and arguments in support of their positions prior to any final administrative action, when time, nature of the proceeding, and public interest permit; and
(c) its procedures are in accordance with domestic law.
Article 13.4. Review and Appeal
1. Each Party shall, where warranted, establish or maintain judicial, quasi- judicial, or administrative tribunals, or procedures for the purpose of the prompt review and correction of final administrative actions regarding matters covered by this Agreement, other than those taken for prudential reasons. Such tribunals shall be independent of the office or authority entrusted with administrative enforcement and shall not have any substantial interest in the outcome of the matter.
2. Each Party shall ensure that, in any such tribunals or procedures, the parties to the proceedings are provided with the right to:
(a) a reasonable opportunity to support or defend their respective positions; and
(b) adecision based on the evidence and submissions of record.
3. Each Party shall ensure, subject to appeal or further review as provided in its domestic law, that such decision shall be implemented by, and shall govern the practice of, the offices or authorities with respect to the administrative action at issue.
Article 13.5. Notification and Provision of Information
1. To the extent possible, each Party shall notify the other Party of any measure that the Party considers might materially affect the operation of this Agreement or otherwise substantially affect the other Party's interests under this Agreement. Such notification shall be issued in English and made available in the public domain, which may include in the official website.
2. Any such notification, documentation or other communication between the Parties shall be done in the English language.
3. On request of the other Party, a Party shall, where possible provide information and respond to questions pertaining to any measure, whether or not that other Party has been previously notified of that measure.
4. Any notification, request, or information under this Article shall be conveyed to the other Party through its contact point as established under Article 15.4 (Nodal Points) of this Agreement.
5. Any notification or information provided under this Article shall be without prejudice as to whether the measure is consistent with this Agreement.
Chapter 14. DISPUTE SETTLEMENT
Article 14.1. Scope and Coverage
1. Except as otherwise provided in this Agreement, this Chapter shall apply to the avoidance or settlement of disputes between the Parties concerning the interpretation, implementation or application of this Agreement, wherever a Party considers that:
(a) a measure of the other Party is inconsistent with its obligations under this Agreement; or
(b) the other Party has failed to carry out its obligations under this Agreement.
2. The provisions of this Chapter may be invoked in respect of measures affecting the observance of this Agreement taken by state or local governments or authorities within the territory of a Party. When an arbitral tribunal has ruled that a provision of this Agreement has not been observed, the responsible Party shall take such measures as may be required to ensure its observance within its territory.
3. For the avoidance of doubt, the Parties agree that the provisions of this Agreement shall be interpreted in accordance with the customary rules of treaty interpretation of public international law.
4. The rules and procedures set out in this Chapter may be waived, varied or modified by mutual agreement of both Parties.
Article 14.2. Definition
For the purposes of this Chapter, award shall, unless the context otherwise requires, mean findings, recommendations or rulings, as the case may be, and shall exclude payment of monetary compensation by the Party concerned.
Article 14.3. Choice of Forum
1. Where a dispute regarding any matter arises under this Agreement and under another agreement to which the Parties are party, the complaining Party may select the forum in which to settle that matter from among the forums prescribed under the relevant agreements.
2. The complaining Party shall notify the other Party in writing of its intention to select a particular forum before doing so.
3. Once the complaining Party has selected a particular forum for settling a matter, that forum shall be used to the exclusion of other fora in respect of that matter.
4. For the purposes of this Article, the complaining Party shall be deemed to have selected a forum when it has requested the establishment of, or referred a matter to, a dispute settlement panel or arbitral tribunal.
Article 14.4. Consultations
1. Either Party may request for consultations with the other Party concerning the interpretation, implementation or application of this Agreement in accordance with paragraph 1 of Article 14.1 (Scope and Coverage).
2. A request for consultations shall be in writing setting out the reasons for the request including identification of the measure at issue and an indication of the legal basis for the complaint. The Party to which the request is made shall reply to the request in writing within ten days after the date of its receipt, and shall enter into consultations within a period of no more than thirty days after the receipt of the request.
3. The Parties shall make every effort to reach a mutually satisfactory resolution of any matter through consultations. To this end, the Parties shall:
(a) provide sufficient information as may be reasonably available at the stage of consultations to enable a full examination of how the measure might affect the operation of the Agreement; and
(b) treat as confidential any information exchanged in the consultations which the other Party has designated as confidential.
Article 14.5. Referral to the Joint Committee
1. If the Parties fail to resolve a matter within sixty days of the delivery of a request for consultations under Article 14.4 (Consultations), either Party may refer the matter to the Joint Committee by delivering written notification to the other Party.
2. The Joint Committee shall promptly meet and endeavour to reach a mutually satisfactory resolution of the dispute.
Article 14.6. Good Offices, Conciliation and Mediation
1. The Parties may at any time agree to good offices, conciliation or mediation. They may begin at any time and be terminated at any time.
2. If the Parties agree, good offices, conciliation or mediation may continue while the dispute proceeds for resolution before an arbitral tribunal established under Article 14.7 (Establishment of Arbitral Tribunals).
3. All proceedings involving good offices, mediation and conciliation and positions taken by the Parties during these proceedings, shall be confidential and without prejudice to the rights of either Parties in any further proceedings under the provisions of this Chapter.
Article 14.7. Request for Establishment of Arbitral Tribunal
1. The complaining Party may request in writing for the establishment of an arbitral tribunal if:
(a) the Party complained against does not enter into consultations within thirty days after the date of its receipt of the request for consultations under Article 14.4 (Consultations) or there is no referral to the Joint Committee under Article 14.5 (Referral to the Joint Committee); or
(b) the Parties fail to resolve a dispute sixty days after the date of receipt of the request for consultations.
2. The request to establish an arbitral tribunal shall identify:
(a) the specific measures at issue; and