(c) avoid unnecessary damage to the commercial, economic and financial interests of the other Party;
(d) not exceed those necessary to deal with the situation described in paragraph 1; and
(e) be temporary and be phased out progressively as the situation described in paragraph 1 improves.
3. In determining the incidence of such restrictions, a Party may give priority to the supply of services which are more essential to its economic or development programs. However, such restrictions shall not be adopted or maintained for the purpose of protecting a particular service sector.
4. Any restrictions adopted or maintained under paragraph 1, or any changes therein, shall be promptly notified to the other Party.
Article 7.15. Subsidies
1. Each Party shall review the treatment of subsidies related to trade in services taking into account the development of the multilateral disciplines pursuant to paragraph 1 of Article XV of the GATS.
2. In the event that either Party considers that its interests have been adversely affected by a subsidy of the other Party, the Parties shall, on request of the former Party, enter into consultations with a view to resolving the matter.
3. During the consultations referred to in paragraph 2, the Party granting a subsidy shall, if it deems fit, consider a request of the other Party for information relating to the subsidy program such as:
(a) laws and regulations under which the subsidy is granted;
(b) form of the subsidy (e.g. grant, loan, tax concession);
(c) policy objective or purpose of the subsidy;
(d) dates and duration of the subsidy and any other time limits attached to it; and
(e) eligibility requirements of the subsidy.
4. The dispute settlement procedures provided for in Chapter 21 shall not apply to this Article.
5. In the event of any inconsistency between this Article and any other provisions of this Agreement, this Article shall prevail.
Article 7.16. Denial of Benefits
1. A Party may deny the benefits of this Chapter:
(a) to the supply of a service, if it establishes that the service is supplied from or in the Area of a non-Party; or
(b) in the case of the supply of a maritime transport service, if it establishes that the service is supplied:
(i) by a vessel registered under the laws of a non-Party; and
(ii) by a person of a non-Party which operates or uses the vessel in whole or in part.
2. A Party may deny the benefits of this Chapter to a service supplier of the other Party that is a juridical person of the other Party if the former Party establishes that the juridical person is owned or controlled by persons of a non-Party, and the former Party:
(a) does not maintain diplomatic relations with the non-Party; or
(b) adopts or maintains measures with respect to the non-Party that prohibit transactions with the juridical person or that would be violated or circumvented if the benefits of this Chapter were accorded to the juridical person.
3. A Party may deny the benefits of this Chapter to a service supplier of the other Party that is a juridical person of the other Party if the former Party establishes that the juridical person is owned or controlled by persons of a non-Party or of the former Party and the juridical person has no substantial business activities in the Area of the other Party.
Article 7.17. Sub-Committee on Trade In Services
1. For the purpose of the effective implementation and operation of this Chapter, the Parties hereby establish a Sub-Committee on Trade in Services (hereinafter referred to in this Article as “the Sub-Committee”).
2. The functions of the Sub-Committee shall be:
(a) reviewing and monitoring the implementation and operation of this Chapter;
(b) discussing any issues related to this Chapter;
(c) reporting the findings of the Sub-Committee to the Joint Committee; and
(d) carrying out other functions as may be delegated by the Joint Committee.
3. The Sub-Committee shall be composed of and co-chaired by representatives of the Governments of the Parties.
4. The Sub-Committee shall hold meetings at such times and venues or by means, as may be decided by the Parties.
Article 7.18. Review of Commitments
With the objective of further liberalizing trade in services between the Parties, including the possibility of renegotiating the format of schedule, the Parties shall consider in due course undertaking a review of this Chapter and the Annexes referred to therein on occasions as may be decided by the Parties.
Chapter 8. Movement of Natural Persons
Article 8.1. General Principles
1. This Chapter reflects the preferential trading relationship between the Parties, and the desire of the Parties to facilitate entry and temporary stay of natural persons on a mutually beneficial basis and to establish transparent criteria and procedures for entry and temporary stay, while recognizing the need to ensure border security and to protect the domestic labor force and permanent employment in each Party.
2. Each Party shall apply its measures related to the provisions of this Chapter in accordance with the general principles referred to in paragraph 1, and, in particular, shall apply those measures expeditiously so as to avoid unduly impairing or delaying activities related to trade in goods, trade in services and investment under this Agreement.
Article 8.2. Scope
1. This Chapter shall apply to measures of a Party affecting temporary movement of natural persons of the other Party into the Area of the former Party, where such natural persons are:
(a) business visitors;
(b) intra-corporate transferees;
(c) investors;
(d) business managers;
(e) professional service suppliers;
(f) independent professionals;
(g) contractual service suppliers;
(h) spouses and dependents; or
(i) other categories as may be specified in each Party’s Schedule in Annex 7.
2. This Chapter shall not apply to measures of a Party affecting natural persons of the other Party seeking access to the employment market of the former Party, nor shall it apply to measures of the former Party regarding nationality or citizenship, or residence or employment on a permanent basis.
3. This Chapter shall not prevent a Party from applying measures to regulate entry and temporary stay of natural persons of the other Party, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across, its borders, provided that such measures are not applied in such a manner as to nullify or impair the benefits accruing to the other Party under the terms of specific commitments of each Party set out in Annex 7.
4. The sole fact of requiring a visa for natural persons of the other Party and not for those of certain non-Parties shall not be regarded as nullifying or impairing the benefits under the terms of specific commitments of each Party set out in Annex 7.
Article 8.3. Definitions
For the purposes of this Chapter:
(a) the term “entry and temporary stay” means entry into and stay in a Party by a natural person of the other Party, without the intent to establish permanent residence; and
(b) the term “natural person of the other Party” means a natural person who under the law of that other Party:
(i) for Bangladesh, is a citizen of Bangladesh; and
(ii) for Japan, is a national of Japan.
Article 8.4. Specific Commitments
1. Each Party shall grant entry and temporary stay to natural persons of the other Party in accordance with the terms and conditions of the categories of specific commitments of each Party set out in Annex 7, provided that the natural persons comply with the laws and regulations of the former Party related to movement of natural persons applicable to entry and temporary stay which are not inconsistent with the provisions of this Chapter.
2. Neither Party shall impose or maintain any limitations on the total number of natural persons of the other Party to be granted entry and temporary stay under paragraph 1, unless otherwise specified in Annex 7.
3. The sole fact that a Party grants entry and temporary stay to a natural person of the other Party pursuant to this Chapter shall not be construed to exempt that natural person from meeting any applicable licensing or other requirements, including any mandatory codes of conduct, to practice a profession or otherwise engage in business activities.
Article 8.5. Processing of Applications
1. Each Party shall process without undue delay complete applications for the grant of entry and temporary stay or extensions thereof submitted for natural persons of the other Party.
2. If the competent authorities of a Party require additional information from the applicant in order to process the application, they shall, where applicable, endeavor to notify the applicant without undue delay.
3. Each Party shall, upon request and within a reasonable period of time after receiving a complete application for a visa from a natural person of the other Party, notify the applicant of:
(a) the receipt of the application;
(b) the status of the application; and
(c) the decision concerning the application including, if approved, the period of stay and other conditions.
4. Each Party shall endeavor, to the extent practicable, to take measures to simplify the requirements and to facilitate and expedite the procedures relating to the movement of natural persons of the other Party, subject to its laws and regulations.
5. Any fees imposed by a Party in respect of the processing of an application referred to in paragraph 1 shall be reasonable and in accordance with its laws and regulations.
Article 8.6. Transparency
1. Each Party shall endeavor to make publicly available information relating to entry and temporary stay by natural persons of the other Party, referred to in Annex 7.
2. The information referred to in paragraph 1 shall include, where applicable, the following information:
(a) categories of visa, permits or any similar type of authorization regarding entry and temporary stay;
(b) documentation required and conditions to be met;
(c) method of filing an application and options on where to file, such as consular offices or online;
(d) application fees and an indicative timeframe of the processing of an application;
(e) the maximum length of stay under each type of authorization described in subparagraph (a);
(f) conditions for any available extension or renewal;
(g) rules regarding accompanying dependents; and
(h) relevant laws and regulations of general application pertaining to entry and temporary stay of natural persons.
3. With respect to the information referred to in paragraphs 1 and 2, each Party shall endeavor to promptly inform the other Party of the introduction of any new requirements and procedures or of the changes in any requirements and procedures that affect the effective application for the grant of entry into, temporary stay in and, where applicable, permission to work in the former Party.
Article 8.7. Cooperation
The Parties may discuss mutually determined areas of cooperation to further facilitate entry and temporary stay of natural persons of the other Party, which shall take into consideration areas proposed by each Party during the course of negotiations or other areas as may be identified by each Party.
Article 8.8. Dispute Settlement
1. Without prejudice to Chapter 21, the Parties shall endeavor to resolve any differences arising out of the implementation of this Chapter through consultations.
2. The dispute settlement procedures provided for in Chapter 21 shall not apply to this Chapter unless:
(a) the matter of refusal to grant entry and temporary stay involves a pattern of practice; and
(b) the available domestic administrative remedies of a Party have been exhausted by the natural persons of the other Party affected by that matter.
3. The remedies referred to in subparagraph 2(b) shall be deemed to be exhausted if a final determination in the matter has not been issued by the competent authority of a Party within a reasonable period of time after the date of the institution of the administrative remedy, and the failure to issue such a determination is not attributable to the delay caused by the natural persons.
Chapter 9. Investment
Article 9.1. Scope
1. This Chapter shall apply to measures adopted or maintained by a Party related to:
(a) investors of the other Party;
(b) investments of investors of the other Party in the Area of the former Party; and
(c) with respect to Article 9.8, all investments of an investor of either Party in the Area of the former Party.
Note 1: For greater certainty, this Chapter shall also apply to measures adopted or maintained by a Party related to investments made by investors of the other Party in the Area of the former Party prior to entry into force of this Agreement.
Note 2: For greater certainty, this Chapter shall not apply to claims arising out of events which occurred prior to entry into force of this Agreement.
2. Articles 9.6 through 9.8, 9.10, 9.18 and 9.19 shall apply to taxation measures, subject to the terms and conditions specified in those Articles, if any, to the extent that equivalent provisions in any other international investment agreement to which Bangladesh is a party apply to taxation measures.
3. In the event of any inconsistency between this Chapter and Chapter 7:
(a) with respect to matters covered by Articles 9.4, 9.5 and 9.8, Chapter 7 shall prevail to the extent of the inconsistency; and
(b) with respect to matters not falling under subparagraph (a), this Chapter shall prevail to the extent of the inconsistency.
Article 9.2. Definitions
For the purposes of this Chapter:
(a) the term “investment” means every kind of asset that an investor owns or controls, directly or indirectly, and that has the characteristics of an investment, including such characteristics as the commitment of capital or other resources, the expectation of gains or profits, or the assumption of risk. Forms that an investment may take include:
(i) a juridical person;
(ii) shares, stocks or other forms of equity participation in a juridical person, including rights derived therefrom;
(iii) bonds, debentures, loans and other forms of debt, including rights derived therefrom;
Note: A loan issued by a Party to the other Party is not included.
(iv) futures, options and other derivatives;
(v) rights under a contract, including turnkey, construction, management, production or revenue-sharing contracts;
(vi) claims to money and to any performance under a contract having a financial value;
Note: For greater certainty, the term “investment” does not mean claims to money that arise solely from:
(a) commercial contracts for the sale of goods or services; or
(b) the extension of credit in connection with such commercial contracts.
(vii) intellectual property rights, including copyrights and related rights, patent rights and rights relating to utility models, trademarks, industrial designs, layout-designs of integrated circuits, new varieties of plants, trade names, indications of source or geographical indications and undisclosed information;
(viii) rights conferred pursuant to laws and regulations or contracts such as concessions, licenses, authorizations and permits, including those for the exploration and exploitation of natural resources; and
(ix) any other tangible and intangible, movable and immovable property, and any related property rights, such as leases, mortgages, liens and pledges;
Note: An investment includes the amounts yielded by an investment, in particular, profit, interest, capital gains, dividends, royalties and fees. A change in the form in which assets are invested does not affect their character as an investment.
(b) the term “investor of a Party” means:
(i) a natural person having the nationality of that Party in accordance with its applicable laws and regulations; or
(ii) a juridical person of that Party,
that is making or has made an investment in the Area of the other Party;
(c) the term “investment activities” means operation, management, maintenance, use, enjoyment and sale or other disposal of investments;
(d) the term “freely usable currency” means a freely usable currency as defined under the Articles of Agreement of the International Monetary Fund;
(e) the term “claimant” means an investor of a Party that is a party to an investment dispute with the other Party;
(f) the term “respondent” means the Party that is a party to an investment dispute;
(g) the term “disputing party” means either the claimant or the respondent;
(h) the term “disputing parties” means the claimant and the respondent;
(i) the term “non-disputing Party” means the Party that is not a party to an investment dispute;
(j) the term “ICSID” means the International Centre for Settlement of Investment Disputes;
(k) the term “ICSID Additional Facility Rules” means the Rules Governing the Additional Facility for the Administration of Proceedings by the Secretariat of the International Centre for Settlement of Investment Disputes;
(l) the term “ICSID Additional Facility Arbitration Rules” means the Rules that apply to any arbitration proceeding conducted pursuant to the ICSID Additional Facility Rules;
(m) the term “ICSID Convention” means the Convention on the Settlement of Investment Disputes between States and Nationals of Other States, done at Washington on March 18, 1965;
(n) the term “New York Convention” means the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on June 10, 1958;
(o) the term “UNCITRAL Arbitration Rules” means the Arbitration Rules of the United Nations Commission on International Trade Law; and
(p) the term “Bilateral Investment Agreement” means the Agreement between Japan and the People’s Republic of Bangladesh Concerning the Promotion and Protection of Investment, signed at Tokyo on November 10, 1998.
Article 9.3. Promotion and Admission of Investment
1. Each Party shall encourage and create favorable conditions for investors of the other Party to make investments in its Area.
2. Each Party shall, subject to its rights to exercise powers in accordance with its applicable laws and regulations, including those with regard to foreign ownership and control, admit investment of investors of the other Party.
Article 9.4. National Treatment
1. Each Party shall in its Area accord to investors of the other Party and to their investments treatment no less favorable than that it accords in like circumstances to its own investors and to their investments with respect to investment activities.
Note: For greater certainty, whether the treatment is accorded in “like circumstances” under this Article depends on the totality of the circumstances, including whether the relevant treatment distinguishes between investors or investments on the basis of legitimate public welfare objectives.
2. Paragraph 1 shall not be construed to prevent a Party from adopting or maintaining a measure that prescribes special formalities in connection with investment activities of investors of the other Party in its Area, provided that such special formalities do not impair the substance of the rights of such investors under this Chapter.
3. Notwithstanding paragraphs 1 and 2 as well as Article 9.5, a Party may require an investor of the other Party or its investments to provide information concerning such investments solely for informational or statistical purposes. The Party shall protect any confidential information which has been provided from any disclosure that would prejudice the legitimate commercial interests or the competitive position of the investor or its investments. Nothing in this paragraph shall be construed to prevent a Party from otherwise obtaining or disclosing information in connection with the equitable and good faith application of its laws and regulations.