Article 14. Joint Committee for Agreement Management
1. For the purposes of this Agreement, the Parties shall establish a Joint Committee for the management of this Agreement (hereinafter referred to as the "Joint Committee").
2. The Joint Committee shall be composed of representatives of the Governments of both Parties, designated by their respective Governments.
3. The Joint Committee shall meet at such times, places and means as the Parties may agree. Meetings shall be held at least once a year, with alternating presidencies of the Parties.
4. The Joint Committee shall have the following duties:
(a) Supervise the implementation and execution of this Agreement and examine any matter that may affect the proper functioning of this Agreement, including matters related to corporate social responsibility, environmental preservation, health and public safety, respect for human rights, including workers' rights, and the fight against corruption.
(b) Discuss and share investment expansion opportunities in their territories;
(c) Coordinate the implementation of the Investment Cooperation and Facilitation Agenda agreed by both Parties (Annex I);
(d) Consult with the private sector and civil society, as applicable, to present their views on the specific issues submitted to the Joint Committee;
(e) Amicably resolve investment problems or disputes and give interpretations of the provisions of the Agreement. An interpretation by the Joint Committee of a provision of this Agreement shall be binding upon the tribunal established under the Article on Settlement of Disputes between the Parties;
(f) Supplement the rules for the settlement of arbitration disputes between the Parties, if deemed necessary by the Parties;
(g) Consider the need or advisability of recommending to the Parties amendments to the Agreement in accordance with Article 22 of this Agreement.
5. The Parties may establish ad hoc working groups, which shall meet jointly or separately from the Joint Committee.
6. The private sector may be invited to join ad hoc working groups when so authorized by the Joint Committee.
7. Decisions and recommendations of the Joint Committee shall be taken by consensus.
8. The Joint Committee shall establish its own rules of procedure.
Article 15. National Focal Points or 'ombudsmen'
1. Each Party shall designate a National Focal Point or "Ombudsman", whose primary function shall be to support investors of the other Party in its territory.
2. In Brazil, the "Ombudsman" will be the Direct Investment Ombudsman (OID) within the Foreign Trade Chamber (CAMEX).
3. In the case of Morocco, the National Focal Point, or "Ombdusman", will correspond to the Moroccan Investment and Export Development Agency (AMDIE).
4. The National Focal Point or "Ombudsman", among other tasks, shall:
(a) Act as secretary to the Joint Committee;
(b) Endeavor to comply with the guidelines of the Joint Committee and to interact with the National Focal Point of the other Party in accordance with this Agreement;
(c) Interact with competent governmental authorities to evaluate and recommend, as appropriate, suggestions and complaints received by the Government and investors of the other Party, informing investors of developments resulting from such suggestions and complaints;
(d) Mitigate conflicts and facilitate their resolution, in coordination with the competent government authorities and in collaboration with relevant private entities;
(e) Provide timely and useful information on regulatory issues related to investments in general or specific projects, and
(f) Report to the Joint Committee its activities and actions, when applicable.
5. The National Focal Point shall respond within a reasonable time to notifications and demands made by the Government and investors of the other Party.
Article 16. Exchange of Information between the Parties
1. The Parties will exchange information whenever possible. and relevant to reciprocal investments, business opportunities, investment procedures and requirements, in particular through the Joint Committee and its National Focal Points.
2. At the request of either Party, information will be exchanged on measures of the other Party that may affect investments in its territory. To this end, the Party shall, upon request, promptly and respectfully provide the level of protection afforded to information, in particular on:
(a) Legal conditions for the investment;
(b) Specific incentives and related government programs;
(c) Public policies and legal frameworks that may affect the investment;
(d) Legal framework for investment, including legislation on the establishment of companies and joint ventures;
(e) Related international treaties;
(f) Customs procedures and tax regimes;
(g) Statistical information on goods and services markets;
(h) Available infrastructure and public services;
(i) Government procurement and public concessions;
(j) Labor and social legislation;
(k) Migratory legislation;
(l) Exchange legislation;
(m) Information on specific economic sectors or areas previously identified by the Parties, and
(n) Regional projects and investment agreements.
3. The Parties shall also exchange information on public-private partnerships (PPPs), in particular through greater transparency and prompt access to information on applicable standards.
Article 17. Treatment of Protected Information
1. Each Party shall respect the level of protection of shared information in accordance with that established by the other Party, subject to its respective domestic laws.
2. Nothing set forth in the Agreement shall be construed as requiring either Party to disclose protected information, the disclosure of which could hinder law enforcement or be contrary to the public interest or could impair privacy or legitimate business interests, including any confidential business information. disclosure of which may harm the competitive position of the investor or investment. For the purposes of this Paragraph, protected information includes confidential business information or inside information or information protected in accordance with the applicable laws of a Party.
Article 18. Relationship with the Private Sector
Recognizing the key role of the private sector, the Parties will disseminate, in the relevant business sectors, general information on investments, regulatory frameworks and business opportunities in the territory of the other Party.
Article 19. Dispute Prevention Procedure
1. If a Party considers that a specific measure provided by the other Party constitutes a violation of this Agreement, it may invoke this Article to initiate a dispute prevention proceeding within the Joint Committee.
2. The following rules will apply to the above procedure:
(a) In order to initiate proceedings, the Party concerned shall submit a written request to the Focal Point of the other Party, identifying the specific measure in question and informing the findings of fact and law underlying the allegation. The Joint Committee shall meet within 60 (sixty) days from the date of the request;
(b) The Joint Committee 60 sixty (60) days from the date of the first meeting, extendable by mutual agreement, to evaluate the allegation presented and prepare a report;
(c) The report of the Joint Committee shall include:
(i) Identification of the party alleging violation;
(ii) Description of the measure in question and the alleged breach of the Agreement; and
(iii) The conclusions of the Joint Committee.
(d) If the dispute is not resolved within sixty (60) days following the submission of the report by the Joint Committee, or if a Party does not attend the meetings of the Joint Committee convened pursuant to this Article, the dispute may be submitted to arbitration. by a Party in accordance with Article 20 of the Agreement.
3. If the measure in question affects a specific investor, the following additional rules shall apply:
(a) The initial claim shall identify the affected investor; and
(b) Representatives of the affected investor may be invited to attend meetings of the Joint Committee.
4. The Joint Committee may, if necessary, invite other interested parties to attend Joint Committee meetings and present their views on the measure referred to in paragraph 1 of this Article.
5. The minutes of the meetings held under the Dispute Prevention Procedure and all related documentation shall be kept confidential, except for the report submitted by the Joint Committee under paragraph 2 of this Article, subject to the laws of each of the Parties. the disclosure of information.
Article 20. Dispute Settlement between the Parties
1. If the dispute is not resolved by the procedure described in Article 19, it shall be submitted to arbitration mechanisms between States at the request of either Party.
A Party may refuse to arbitrate on an investment issue by a national of that Party or a national of a country with whom it does not maintain diplomatic relations.
2. The purpose of arbitration is to re-establish compliance with the Arrangement with the measure alleged to be in violation of the Arrangement by the arbitral award. However, the Parties may agree to allow arbitrators to consider the existence of dances caused by the disputed measure and to provide compensation for such damages in the award. If the award provides for the payment of monetary compensation, the receiving State shall transfer it to the holders of rights in respect of the investment in question, after reimbursement of the expenses of the dispute, in accordance with the respective internal procedures of each Party.
3. This Article shall not apply to any dispute regarding the fact that it has occurred, nor to any action taken before the entry into force of this Agreement.
4. The Parties may choose by mutual agreement to use another investment dispute settlement mechanism or to set up a specific arbitration panel for the dispute.
5. In the event that a specific arbitration panel is constituted for each dispute, within two (2) months after receiving the request for arbitration through diplomatic channels, each Party shall appoint a member of the Arbitral Tribunal. The two members shall designate a third-country national who, after approval by both Parties, shall be appointed President of the Arbitral Tribunal. The president shall be appointed within two (2) months of the appointment of the two other members of the Arbitral Tribunal.
6. If, within the time limits specified in paragraph 5 of this Article, the necessary appointments have not been made, either Party may request the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice is a national of one of the Parties or is prevented from exercising that function, the Deputy President will be invited to make the necessary appointments. If the Vice-President of the International Court of Justice is a national of one of the Parties or is prevented from exercising that function, the most senior member of the International Court of Justice who is not a national of either Party shall be invited to perform the designations required.
7. The Arbitrators:
(a) Shall have the necessary experience or expertise in public international law, international investment rules or international trade law, or in the settlement of disputes arising in connection with international investment agreements or international trade agreements;
(b) Shall be independent and not bound by either Party or accept instructions from either Party; and
(c) Comply with the World Trade Organization's "Rules of Conduct for the Implementation of the Dispute Settlement Understanding" and WTO dispute settlement procedures and procedures (WTO/DSB/RC/1 of 11 December 1996), or any other standard of conduct established by the Joint Committee.
8. The Arbitral Tribunal shall determine its own rules of procedure. The Arbitral Tribunal shall make its decision by majority vote. Their decisions will be binding on both parties. Unless otherwise agreed, the decision of the Arbitral Tribunal shall be rendered within six (6) months after the appointment of the President, in accordance with paragraphs 5 and 6 of this Article.
9. The decision of the Arbitral Tribunal shall be final and binding upon the Parties, which shall comply with it without delay.
10. The Joint Committee shall adopt the general rule for determining the remuneration of arbitrators, taking into account the practices of the competent international organizations. The Parties shall also bear the costs of arbitrators and other expenses of the proceedings, unless otherwise agreed.
Part IV. Agenda for Investment Cooperation and Facilitation
Article 21. Investment Cooperation and Facilitation Agenda
1. The Joint Committee will develop and discuss an Investment Cooperation and Facilitation Agenda on topics relevant to the promotion and enhancement of bilateral investments. The topics to be addressed initially and their objectives are listed in Annex I "Agenda for Investment Cooperation and Facilitation".
2. The agenda will be discussed between the competent governmental authorities of both Parties. The Joint Committee shall, as appropriate, invite other competent governmental authorities of both Parties to discuss the agenda.
3. The Parties shall submit to the Joint Committee the names of the governing bodies and their responsible official representatives who shall participate in the discussions of this Agenda.
Part V. General and Final Provisions
Article 22. Entry Into Force, Duration, Amendments and Termination
1. Neither the Joint Committee nor the National Focal Points or "Ombudsmen" shall replace existing diplomatic channels between the Parties.
2. This Agreement shall enter into force after the Parties have notified each other in writing that their respective internal procedures for the entry into force of this Agreement have been completed. The entry into force will be ninety (90) days after receipt of the last notification to that effect.
3. This Agreement will remain in effect for an initial period of ten (10) years. It will be automatically extended for consecutive periods of five (5) years unless, one (year) prior to the end of the term, one of the Parties notify the other Party in writing and through diplomatic channels of its intention to terminate this Agreement.
4. Without prejudice to its regular meetings, ten (10) years after the entry into force of this Agreement, the Joint Committee shall conduct a general review of its application and make recommendations as necessary.
5. This Agreement may be amended by mutual consent of both Parties. Such amendment shall enter into force in accordance with the procedures necessary for the entry into force of this Agreement provided for in paragraph 2 of this Article.
6. With respect to investments made prior to the termination of this Agreement, the provisions of Articles 1 to 20 of this Agreement shall remain in force for an additional period of two years from the date of expiry of this Agreement.
Conclusion
IN WITNESS WHEREOF, the undersigned representatives, being duly authorized by their respective Governments, have signed this Agreement.
DONE at Brasilia on June 13, 2019, in two originals, in the Portuguese, Arabic and French languages, equally authentic. In case of any divergence of interpretation, the French version shall prevail.
FOR THE FEDERATIVE REPUBLIC OF BRAZIL
Ernesto Araújo
Minister for Foreign Affairs
Nasser Goldsmith
Minister for Foreign Affairs and International Cooperation
Attachments
The discussion of the related topics below represents a first effort to strengthen cooperation and facilitate investment between the Parties and may be expanded and modified at any time by the Joint Committee according to mutual interests:
(a) Without prejudice to national law, each Party shall endeavor to assist investors of the other Party in complying with technical requirements and environmental standards;
(b) The Parties agree that access and transfer of technology should be carried out whenever possible and that this should contribute to the development of economic activity, trade in goods and services and productive investments.