c. Whether the impact of the Measure, or series of Measures, on the Covered Investment is so severe that the effect of the Measure, or series of Measures, has the same practical effect to a direct expropriation of the whole or part of the Covered Investment.

3. The sole fact that a Measure, or series of Measures, have adverse economic effects on the value of a Covered Investment does not entail that an indirect expropriation has occurred.

4. Non-discriminatory Measures adopted by a Contracting Party, designed, applied or maintained for the protection of public objectives such as the protection of public health and safety, the environment, consumer and competition protection, amongst others, do not constitute an indirect expropriation.

Article [##]. Compensation Arising from an Expropriation

1. Compensations referred to in paragraph 1 of Article [##]-Expropriation, or those resulting from the determination of existence of an indirect expropriation (hereinafter, “Compensations for Expropriations”), shall be determined on the assessment of an equitable balance between the public interest and the interest of the affected Covered Investor, having regard for all relevant circumstances, and taking into account the current and past use of property, depreciation, the history of its acquisition, the fair market value of the Covered Investment, the purpose of the expropriation, the extent of previous profit made by the Covered Investor through the Covered Investment, and the duration of the Covered Investment. The Compensation for Expropriation shall neither include losses which are not actually incurred nor probable or unreal profits.

2. The fair market value referred to in paragraph 1 of this Article, shall amount to the one present at the moment immediately before the adoption of the expropriatiory Measures, or immediately before the imminent adoption these Measures was of public knowledge, whichever is earlier, (hereinafter, “date of value”). The date of value shall be applied to assess compensations to be paid regardless of whether the criteria set forth in paragraph 1 of Article [##]-Expropriation have been met.

3. The Compensation for Expropriation shall be calculated in a freely convertible currency, at the applicable exchange rate in force on the date of value. Compensation for Expropriation shall include simple interests at a commercial rate fixed in accordance with the market criteria for such currency, accrued from the date of expropriation until the date of effective payment.

4. Compensations for Expropriations shall be paid without unjustified delay and be fully realisable and freely transferable.

5. Without prejudice to what is established in Article [##]-Submission of a claim before a Court of Law or Arbitral Tribunal, compensations for direct expropriation may be challenged before the judicial authorities of the Host Party.

Article [##]. Subrogation

1. If a Contracting Party or any agency thereof makes a payment to any of its Covered Investors under a guarantee or a contract of insurance against non-commercial risk it has entered into in respect of a Covered Investment, the Host Party shall recognise the validity of the subrogation in favour of such Contracting Party or agency thereof, to any right or title held by the Covered Investor derived from this Agreement.

2. If a Contracting Party has made a payment to one of its Covered Investors and thereby exercises the rights of such investor, the latter may not make a claim based on these rights against the Host Party without the consent of the Home Party.

Section [CC]. RIGHT TO REGULATE AND INVESTMENT RELATED OBLIGATIONS

Article [##]. Chapeau on Investment and Regulatory Measures

The Contracting Parties reaffirm their right to regulate within their territories, in order to achieve legitimate public policy objectives such as those enshrined in their Constitutions or in international agreements that promote and protect human rights, public health, safety and security, natural resources, the environment, sustainable development and other public policy objectives. The mere fact that the adoption, modification or enforcement of a Measure negatively affects a Covered Investment or interferes with a Covered Investor’s expectations, including its expectation of profits, does not amount to a breach of any obligation under this Agreement.

Article [##]. General Exceptions

Provided that such Measures are not applied in a manner that would constitute means of arbitrary and discriminatory treatment against a Covered Investor or Investment, nothing in this Agreement shall preclude a Contracting Party from adopting, maintaining or enforcing Measures that such Contracting Party deems necessary for:

a. protecting human rights;

b. protecting human, animal or vegetable life and health;

c. protecting the environment;

d. preserving and protecting natural resources;

e. protecting consumer rights;

f. protecting the market from anti-competitive conducts;

g. the issuance of compulsory licences granted in relation to intellectual property rights, or for the revocation, limitation or creation of intellectual property rights, to the extent that such issuance revocation, limitation or creation is consistent with the TRIPS Agreement;

h. the preservation of the public order, the fulfilment of its obligations to maintain and restoration of international peace and security, or the protection of its own security interests; and

i. ensuring compliance with the Host Party’s laws and regulations that are not incompatible with the provisions of this Agreement;

Article [##]. Non-detraction from Environmental, Human Rights and Labour Standards

The Contracting Parties recognise that they are not promoting investment by detracting from or diminishing environmental, human rights or labour standards. Hence, each Contracting Party shall not modify or derogate, or offer to modify or derogate its laws and regulations on these fields as a Measure to promote the establishment, maintenance or expansion of foreign investment in its Territory, in a way that such modification or derogation implies the detracts from their environmental, human rights or labour standards.

Article [##]. Investors' Social Responsibility

1. Each Contracting Party shall endeavour to ensure that Covered Investors and Investments operating in their Territory, and all investors constituted or organised under their laws, incorporate and practice the OECD Guidelines for Multinational Enterprises on a voluntary basis.

2. Claimant Investors shall respect the prohibitions established in international instruments, to which any Contracting Party is or becomes a party, pertaining to human rights and the environment. A Claimant Investor shall accept the aforementioned prohibitions as mandatory throughout the making of its investment and its operation in the Host Party’s Territory in order to submit a claim to a Court or an Arbitral Tribunal pursuant to SECTION [DD]- INVESTOR-STATE DISPUTE SETTLEMENT.

Article [##]. Denial of Benefits

A Contracting Party may deny the benefits of this Agreement to:

a. an investor that is an Enterprise of the other Contracting Party, and to its Investments, if such Enterprise is owned or controlled by investors of a non-party and:

i. the denying Contracting Party does not maintain diplomatic relations with such third party; or

ii. the denying Contracting Party adopts or maintains measures with respect to the non-Party that prohibit transactions with the Enterprise or would be violated or circumvented if the benefits of this Agreement were accorded to the enterprise or to its investments; or

b. an investor that is an Enterprise of the other Contracting Party, and to its Investments, if such Enterprise is owned or controlled by investors of a non-party, and does not have the authorization established under Article [##]-Claims presented by shareholders to an Enterprise.

c. an investor that is an Enterprise of the other Contracting Party, and to its Investments if the Enterprise does not have substantial business activities in the Territory of the other Contracting Party; or

d. an investor of the other Contracting Party, in case that an international court or a judicial or administrative authority of any State with which the Contracting Parties have diplomatic relations has proven that such investor has directly or indirectly:

i. committed serious human rights violations;

ii. sponsored persons or organisations sentenced because of serious human rights violations or violations against International Humanitarian Law or sponsors internationally-listed terrorist organisations;

iii. caused serious environmental damage in the Territory of the Host Party;

iv. committed serious fraudulent actions against the tax and fiscal laws and regulations of the Host Party;

v. committed acts of corruption against the laws of the Host Party;

vi. caused grave violations of the Host Party's labour laws;

vii. engaged in money laundering activities; or

e, an investor of the other Contracting Party, in case that a court of law in the Host Party has found such investor, or the directives or high executives of an investor who is an Enterprise, or the directives or high executives of the Investment which is an Enterprise, responsible for the violation of the Host Party’s criminal laws, in connection with its functions as directives or high executives of such Enterprises.

2. Once a Contracting Party has corroborated that the affected investor falls within one of the grounds described in paragraph 1 of this Article for denying the benefits of this Agreement, it shall promptly communicate the affected investor and its Home Party such situation through a Notice of Denial of Benefits.

Section [DD]. INVESTOR-STATE DISPUTE SETTLEMENT

Article [##]. Scope of Application of Investor-State Dispute Settlement

1. This Section shall apply to disputes arising between a Covered Investor of a Contracting Party and its Host Party in connection with an alleged breach of SECTION [BB]-STANDARDS OF TREATMENT TO COVERED INVESTORS AND INVESTMENTS of the present Agreement, with the exception of Article [##]-Admission of Investments, and provided that the Claimant Investor has incurred in actual loss or damage by reason of, or arising out of, such breach.

2. This Section shall also apply to claims raised by the Respondent State related to any issue in connection with numerals (i) through (vii) of Paragraph 1.d. of Article [##]-Denial of Benefits, or those related to the subject matter of the dispute, including the Claimant Investor's breach of applicable international law or the Host Party's law, including in, inter alia, connection with the establishment, conduct and operation of the Investment or Claimant Investor.

3. The Contracting Parties reaffirm that the protection given to Covered Investors and Investments as provided under this Agreement, stems from the Covered Investor’s contribution to the sustainable development and welfare of their Host Party. Thus, the Contracting Parties acknowledge that investors should conduct their activities as responsible foreign investors.

4. Consultations, judicial or arbitral proceedings may not refer to or decide on any claims or issues that fall outside the scope of this Article.

5. If a Contracting Party issues a Notice of Denial of Benefits and the Home State of the affected Claimant Investor does not object to such Notice within the following ninety (90) days, any Consultations, judicial or arbitral proceedings carried out pursuant to this Section shall be terminated with immediate effect, irrespective of the stage of proceedings. Any ongoing judicial or arbitral proceedings must be suspended until the ninety (90) day period elapses.

6. With the exception of a Notice of Denial of Benefits produced pursuant to Article [###]-Denial of Benefits(1)(a), if the Home State of the Claimant Investor affected by a Notice of Denial of Benefits objects to such Notice within the ninety (90) day period, the question of whether the ground for invoking Article [###]-Denial of Benefits was duly applied to the Claimant Investor shall be settled by the Court or Tribunal in case it has not been solved by the Council within a six (6) month period after the objection was made. Any ongoing judicial or arbitral proceedings must be suspended until the ninety (90) day and six (6) month periods elapse.

7. Investor-State Dispute Settlement pursuant to the present Section will be composed of two stages: (i) Consultations (1) and (ii) Judicial or Arbitral Proceedings.

8. A dispute is deemed to have been submitted to Dispute Settlement with the commencement of Consultations.

Article [##]. Conditions In Order to Submit a Claim to Consultations

1. If a Contracting Party has established a foreign investment ombudsman under its domestic law, a Covered Investor may not submit a claim to Consultations without having communicated such situation to the Host Party’s ombudsman with the reasonable time for it to attempt to solve such Covered Investor’s particular case.

2. A Covered Investor may not submit a claim to Consultations if more than three (3) years have elapsed since the date the Covered Investor had knowledge or should have had knowledge of the alleged breach by the Respondent State of this Agreement, as well as of the alleged losses and damages suffered.

3. In order to submit a claim to Consultations under this Article, Non-Judicial Local Administrative Remedies, as defined in Annex 5, must be exhausted.

Article [##]. Consultations between the Covered Investor and a Contracting Party and Presentation of Notices

Any dispute referred to in paragraph 1 of Article [##]-Scope of Application of Investor-State Dispute Settlement, shall be settled, as far as possible, by bona fide consultation and negotiations.

Tn order to commence Consultations, the Claimant Investor must present a written Notice of Dispute to the Respondent State. The period of Consultations shall commence once the Respondent State acknowledges the fulfilment of requisites set forth in this Section.

Consultations shall take place, as far as possible, through meetings in the capital city of the Respondent State for a period of six (6) months. This period may be waived, or the term reduced, by written certification by the Respondent State.

If the term established in paragraph 3 of the present Article has elapsed and the disputing parties have not reached an agreement, the Claimant Investor must notify its intention to submit a request for arbitration through a Notice of Intent.

Both the Notice of Dispute and the Notice of Intent must indicate, at least: a. name and contact information of the claimant and its legal counsel; b. evidence that claimant is a Covered Investor under this Agreement; c. the provisions of this Agreement alleged to have been breached; d. the legal and factual basis of the claim;

e. Indication of the exhaustion of Non-Judicial Administrative Remedies, if applicable; and

f. the relief sought and the estimated amount of damages claimed.

Claimant Investors must meet these requirements with sufficient specificity to allow the Respondent State to effectively engage in Consultations and to prepare its defence.

6. The presentation and service of the Notice of Dispute, Notice of Intent and any other documents to a Contracting Party shall be done in the place designated by such Party in Annex 1.

Article [##]. Submission of a Claim Before a Court of Law or Arbitral Tribunal

1. Once ninety (90) days from the date of receipt the Notice of Intent have elapsed, the Claimant Investor may submit its claim to:

a. The competent courts of the Host Party; or

b. ICSID, under the rules of the Convention on Settlement of Disputes between States and Nationals of other States, of 1965; or

c. ICSID, under the Rules Governing the Additional Facility for the Administration of Proceedings by the Secretariat of the International Centre for Settlement of Investment Disputes, in case one of the Contracting Parties is not a party to the Convention on Settlement of Disputes between States and Nationals of other States, of 1965; or

d. An arbitral tribunal under any other arbitration institution or any other arbitration tules, previously agreed to by the Disputing Parties in writing; or e. An arbitral tribunal under any other arbitration institution or any other arbitration tules, previously agreed to by the Contracting Parties in writing. 2. Each Contracting Party hereby gives in advance its written consent to the submission of a claim to any of the arbitral proceedings established in paragraph 1.b., and c. of this Article.

3. A claim may not be submitted to a Court of Law or Arbitration under this Article when a Claimant Investor is either directly or indirectly through its Investment in the case of an Enterprise, party to judicial or arbitral proceedings within the Host Party, that refer to the same fundamental basis, or could result in the same reparation to the claimant.

4. Once the Claimant Investor has submitted the dispute to a competent tribunal of the Host Party or any of the arbitration proceedings stated above, the choice of the procedure shall be final.

5. Claims raised by a Claimant Investor pursuant to this Article may not refer to Measures adopted by the Respondent State, which were not identified in the Notice of Dispute or the

Notice of Intent. The relief sought may not be in excess of that identified in the Notice of Dispute or Notice of Intent, unless it responds to reasonable increases such as interests.

6. Claimants under this Article may only submit a dispute to arbitration when:

a. They have filled out and presented Form 1(a) or 1(b), contained in Annex 2, manifesting their consent to arbitration, including the claimant’s oath of estimation and acceptance possibility of facing claims by the Respondent State against them.

b. They have filled out and presented Form 2(a) or 2(b), contained in Annex 2, manifesting that it has withdrawn or has requested the discontinuance of any existing proceeding before any tribunal or court, domestic or international, with respect to a Measure or fact alleged to constitute the breach referred to in its claim;

c. They have filled out and presented Form 3(a) or 3(b), contained in Annex 2, manifesting that they waive their right to initiate any claim or proceeding before any tribunal or court, domestic or international, with respect to a Measure or fact alleged to constitute the breach referred to in its claim;

d. They have filled out and resented Form 4(a) or 4(b), contained in Annex 2, manifesting the disclosure of any Third Party Funding. This Form must be filled out as soon as any sort of financing agreement is reached, even if it takes place after the submission of a claim to arbitration, without delay as soon as the agreement is concluded.

7. Should the Claimant Investor initiate judicial proceedings, referred to in paragraph 3 of this Article, within the Host Party after the submission of a claim under this Article, any judicial or arbitral proceedings under this Agreement shall cease with immediate effect.

Article [##]. Seat of Arbitration for Non-ICSID Arbitration

For claims submitted to arbitration pursuant to paragraph 1. c., 1d. and 1.e. of Article [###]- Submission of a claim before a Court of Law or Arbitral Tribunal, the Seat of Arbitration shall be a Jurisdiction party to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958.

Article [##]. Disputes and Claims Raised by the Respondent State

Before the Tribunal has rendered a decision on the merits of the dispute, the Respondent State may submit claims against the Claimant Investor in the terms of paragraph 2 of Article [##]-Scope of Application of Investor-State Dispute Settlement. The Tribunal will grant the Claimant Investor a reasonable period of time to respond to such claims.

Article [##]. Claims Presented by Shareholders to an Enterprise

1. When a claim has been submitted to Consultations by shareholders of an Enterprise, such claim must be presented along with the written consent of the Enterprise acknowledging that the claimant has power of attorney to do so. Should the dispute be submitted to judicial or arbitral proceedings, the Enterprise must also present Forms 1(b), 2(b), 3(b), 4(b) of Annex 2.

2. Any compensation granted in favour of the Claimant Investors shall constitute the final compensation to the Enterprise.

Article [##]. Composition of the Arbitral Tribunal

1. Unless the Disputing Parties otherwise agree, the Tribunal shall comprise three (3) arbitrators, one (1) arbitrator appointed by each of the disputing parties and the third one, who shall be the presiding arbitrator, appointed by agreement of the Disputing Parties.

2. If a Tribunal has not been constituted within the terms established under the applicable arbitration rules from the date a claim is submitted to arbitration under this Article, the Secretary General, on the request of a Disputing Party, shall appoint, in his or her discretion, prior consultations with the parties, the arbitrator or arbitrators not yet appointed. The Secretary General shall appoint a national of a State that has diplomatic relations with the Contracting Parties and is not a national of either Contracting Party as the presiding arbitrator.

3. The arbitrators shall:

a. have expertise in international public law and international investment law and preferably have experience in dispute settlement derived from international investment agreements;

b. be impartial and independent from the Contracting Parties and the Claimant Investor, and shall not be affiliated to, or receive instructions from, neither of them;

c. comply with the International Bar Association Guidelines on Conflict of Interest in International Arbitration; and

d. upon appointment, refrain from acting as counsel or as party-appointed expert in any pending or new investment disputes under any international agreement throughout the duration of the arbitration.

Article [##]. Applicable Law to the Arbitration

1. The Tribunal shall decide on the claims in accordance with this Agreement and the applicable tules of domestic and international law.

2. The Tribunal may not decide on the legality under the domestic law of the Respondent State, of any Measure adopted by such Party.

3. The Tribunal shall follow the prevailing interpretation given to domestic law by local courts and authorities of the Respondent State.

4. Any interpretation by the Council on the content of this Agreement, shall be binding on the Disputing Parties and any other tribunal or judge that applies this Agreement.

Article [##]. Consolidation of Claims

1. Where two or more claims have been submitted separately to arbitration under this Section, and the claims raised have a question of law or fact in common and arise out of the same events or circumstances, any Disputing Party may seek a consolidation order (hereinafter the "Consolidation Order"), before any arbitral or judicial authority has rendered any decision on the merits of any of the claims.

2. A Disputing Party that seeks a Consolidation Order under this Article shall deliver, in writing, a request to the Secretary General, and to all the Disputing Parties sought to be covered by the Consolidation Order, specifying: the name and address of all the Disputing Parties sought to be covered by the Consolidation Order; the nature of the Consolidation Order sought; and the grounds on which the Consolidation Order is sought.

3. If the Secretary General, finds within thirty (30) days after receiving a request in conformity with paragraph 2 of this Article, that such request is founded, a consolidated Tribunal shall be established under this Article (hereinafter the "Consolidated Tribunal"). All ongoing Tribunals shall be dissolved with immediate effect; any decision on jurisdiction rendered by the dissolved Tribunals shall have res judicata effect. Interim measures decreed by the dissolved Tribunals shall have effect, while the Consolidated Tribunal decides on their continued application as a preliminary question.

4. Unless the Disputing Parties otherwise agree, the Consolidated Tribunal shall be constituted pursuant to the rules set forth in Article [###] - Composition of the Arbitral Tribunal, mutatis mutandis. The Consolidated Tribunal shall comprise three (3) arbitrators: one (1) arbitrator appointed by the Respondent State, one (1) arbitrator appointed by the Claimant Investors and the presiding arbitrator shall be appointed by agreement of the Respondent State on one side, and the Claimant Investors on another.

5. Unless the Disputing Parties otherwise agree, the Consolidated Tribunal shall be administered by ICSID under the rules of the Convention on Settlement of Disputes between States and Nationals of other States, of 1965; or the Rules Governing the Additional Facility for the Administration of Proceedings by the Secretariat of the International Centre for Settlement of Investment Disputes, in case one of the Contracting Parties is not a Party to the Convention on Settlement of Disputes between States and Nationals of other States, of 1965.

6. If a Consolidated Tribunal has been constituted and has not rendered any decision on the merits of the consolidated claims, subsequent claims presented to arbitration under this Section by other Covered Investors that fulfil the requisites set forth in Paragraph 1 of this Article, may be consolidated into the ongoing proceedings at the request of any Disputing Party.

Article [##]. Preliminary Questions of Jurisdiction and Admissibility

1. Any Disputing Party may raise preliminary questions (2) of jurisdiction or admissibility no later than thirty (30) days after the Tribunal is constituted.

2. The Tribunal shall rue on the preliminary questions no later than ninety (90) days after such questions were raised.

3. When deciding on a preliminary objection to the Tribunal’s jurisdiction or the admissibility of claims, the Tribunal shall also rule on the costs and fees of attorneys incurred during the proceedings. In order to secure the payment of such ruling, the Tribunal may issue a security for costs order. The Tribunal shall consider whether the claims or objections are frivolous, and shall provide the disputing parties a reasonable opportunity for comments. In the event of a frivolous claim or objection, the Tribunal shall award costs against the party that has incurred in such conduct.

Article [##]. Interim Measures

A Tribunal may recommend interim measures of protection to preserve the rights of a Disputing Party.

2. A Tribunal may order security for costs if it considers that there is a reasonable doubt that a Disputing Party would not be capable of satisfying a costs award or consider it necessary from other reasons.

3. A Tribunal may not issue attachments nor order the suspension of any Measure that allegedly breaches this Agreement.

Article [##]. Communication of the Dispute to the Non-Disputing Party

1. Within thirty (30) days after their receipt, the Respondent Party shall deliver to the other Contracting Party the following documents:

a. The Notice of Dispute;

b. The Notice of Intent;

c. Any other document that the Respondent Party deems relevant for the other Contracting Party's information;

2. On request by the other Contracting Party, promptly after they become available:

a. Pleadings, memorials, briefs, requests and other submissions made to the Tribunal by a Disputing Party;

b. Minutes or transcripts of hearings before the Tribunal, if available; and

c. Orders, awards and decisions of the Tribunal.

3. Nothing in this Article shall prevent the Respondent State to oppose, or restrict, the publication or disclosure of the information referred to in the preceding paragraph.

Article [##]. Diplomatic Protection

The Contracting Parties shall refrain from pursuing through diplomatic channels matters related to disputes between a Contracting Party and an investor of the other Contracting Party, unless one of the parties to the dispute has failed to comply with the court decision or arbitral award, under the terms established in the respective decision or arbitral award.

If a Home State actively exercises diplomatic protection in favour of a Claimant Investor, any Court or Arbitral proceedings shall be suspended, and the Responding State may request the Court or Tribunal to terminate the proceedings.

Article [##]. Intervention by Amicus Curiae and Non-Disputing Party

1. The Tribunal may invite, prior consultation with the Disputing Parties, submissions from amicus curiae who are not a disputing party. Such submission must identify the author, and any person who provides financial or any other assistance for the preparation of such submission.

2. The Tribunal shall accept, or may invite oral or written submissions from the Non-Disputing Party regarding the interpretation of the Agreement. The Non-Disputing Party may attend to hearings held pursuant to this Section.

3. The Tribunal shall ensure that the Disputing Parties are given a reasonable opportunity to present their observations on the interventions by amicus curiae and non-disputing party.

Article [##]. The Award

1. The Award shall only be binding for the Disputing Parties in respect of the particular case and shall not be subject to any appeal, or remedy other than those provided for in this Agreement, the ICSID Convention, any other treaty on the subject matter that both Contracting Parties become a party to, or the arbitral or judicial rules governing the arbitral or judicial proceedings. Both Contracting Parties shall recognise an award rendered by a Tribunal or Court of Law under this Agreement as binding and enforce it as if it were a final judgment of a Court of Law of that Contracting Party.

2. The Award shall express how the Tribunal has been satisfied, that the Disputing Parties have proved with clear and convincing evidence:

a. Their us Standi as claimants;

b. The existence of any rule of international and/or domestic law invoked;

c. The occurrence of the alleged facts or Measures;

d. The existence of injuries for which monetary damages are sought;

e. The causal link between c and d; and