(a) primarily directs the management of the organization or a major component or function of the organization;
(b) establishes the goals and policies of the organization, or of a component or function of the organization; and
(c) exercises wide latitude in decision-making and receives only general supervision or direction from higher-level executives, the board of directors or stockholders of the business organization;
management trainee on professional development means an employee with a post- secondary degree who is on a temporary work assignment intended to broaden that employee's knowledge of and experience in a company in preparation for a senior leadership position within the company;
manager means a business person within an organization who:
(a) primarily directs the organization or a department or sub-division of the organization;
(b) supervises and controls the work of other supervisory, professional or managerial employees;
(c) has the authority to hire and fire or take other personnel actions (such as promotion or leave authorization); and
(d) exercises discretionary authority over day-to-day operations; persons engaged in a specialty occupation means nationals of a Party engaged in a specialty occupation requiring:
(a) the theoretical and practical application of a body of specialized knowledge and any appropriate certification/license to practice; and
(b) a post-secondary degree in a specialty requiring four or more years of study as a minimum for entry into the occupation; those minimum requirements for entry are defined: (i) for Canada, in the National Occupation Classification, and (ii) for Panama, in the domestic law regulating each profession;
specialist means an employee possessing specialized knowledge of the company's products or services and their application in international markets, or an advanced level of expertise or knowledge of the company's processes and procedures;
specialty occupation means, for Canada, an occupation that falls within the National Occupation Classification levels O or A; and
temporary entry means entry into one Party's territory by a business person of the other Party without the intent to establish permanent residence.
Article 13.02. General Principles
Further to Article 13.03 (General Obligations), this Chapter reflects the preferential trading relationship between the Parties, the desirability of facilitating temporary entry on a reciprocal basis and of establishing transparent criteria and procedures for temporary entry in accordance with Annex 13.03, and the need to ensure border security and to protect the domestic labour force and permanent employment in their respective territories.
Article 13.03. General Obligations
Each Party shall apply its respective measures relating to the provisions of this Chapter in accordance with Article 13.02, including expeditiously applying those measures so as to avoid unduly impairing or delaying trade in goods or services or investment activities under this Agreement.
Article 13.04. Grant of Temporary Entry
1. A Party shall grant temporary entry to a business person who complies with existing immigration measures applicable to temporary entry under this Chapter, including Annex 13.04.
2. A Party may refuse to issue a work permit or authorization to a business person where the temporary entry of that person might adversely affect:
(a) the settlement of any existing labour dispute at the place or intended place of employment; or
(b) the employment of any person who is involved in that dispute.
3. Each Party shall limit its respective fees for processing applications for temporary entry of a business person to the approximate cost of services rendered.
Article 13.05. Provision of Information
1. Further to Article 20.03 (Transparency - Notification and Provision of Information), and recognizing the importance to the Parties of transparency of temporary entry information, each Party shall make available, through electronic or other means, information on its measures relating to this Chapter.
2. Each Party shall, subject to its domestic law regarding protection of private information:
(a) collect and maintain statistical data respecting the granting of temporary entry under this Chapter to business persons of the other Party who have been issued a work permit or authorization; and
(b) on request of the other Party, make available the information referred to in subparagraph (a).
Article 13.06. Contact Points
1. The Parties establish the following contact points:
(a) In the Case of Canada:
Director
Temporary Resident Policy and Program Development Division Immigration Branch Citizenship and Immigration Canada
(b) in the case of Panama:
Director
National Immigration Service Director National Directorate of Employment, Ministry of Labour and Labour Development
or the occupants of any successor position notified to the other Party through the Coordinators.
2. The Contact Points shall meet as necessary to exchange information as described in Article 13.05 and to consider matters pertaining to this Chapter, such as:
(a) the implementation and administration of this Chapter;
(b) the development and adoption of common criteria, definitions and interpretations for the implementation of this Chapter;
(c) the development of measures to further facilitate temporary entry of business persons on a reciprocal basis; and
(d) proposed modifications to this Chapter.
3. The Contact Points shall meet within three years of the entry into force of this Agreement to consider further liberalization to enhance the temporary entry of business persons.
Article 13.07. Dispute Settlement
1. A Party may not initiate proceedings under Chapter Twenty-Two (Dispute Settlement) regarding a refusal to grant temporary entry under this Chapter unless:
(a) the matter involves a pattern of practice; and
(b) the business person who has been refused temporary entry has exhausted the applicable administrative remedies, which do not include judicial remedies.
2. The remedies referred to in paragraph (1)(b) shall be deemed to have been exhausted if a final determination in the matter has not been issued by the competent authority within one year of the institution of an administrative proceeding, and the failure to issue a determination is not attributable to delay caused by the business person.
Article 13.08. Relation to other Chapters
This Agreement does not impose an obligation on a Party regarding its immigration measures, except as specifically provided in this Chapter or Chapter 20 (Transparency)
Chapter Fourteen. COMPETITION POLICY, MONOPOLIES AND STATE ENTERPRISES
Article 14.01. Definitions
For purposes of this Chapter:
covered investment means "covered investment" as defined in Article 9.01 (Investment - Definitions);
designate means to establish, authorize, or to expand the scope of a monopoly to cover an additional good or service after the date of entry into force of this Agreement;
government monopoly means a monopoly owned or controlled through ownership interests by the national government of a Party, or by another such monopoly;
in accordance with commercial considerations means consistent with normal business practices of privately held enterprises in the relevant business sector or industry;
market means the geographic and commercial market for a good or service;
monopoly means an entity, including a consortium or government agency, that in a relevant market in the territory of a Party is designated as the sole provider or purchaser of a good or service, but does not include an entity that has been granted an exclusive intellectual property right solely by reason of such grant;
non-discriminatory treatment means the better of national treatment or most-favoured- nation treatment as set out in the relevant provisions of this Agreement; and
state enterprise means an enterprise owned or controlled through ownership interests by a Party, except as set out in Annex 14.04.
Article 14.02. Competition Policy
1. Each Party shall adopt or maintain measures to proscribe anti-competitive business conduct and take appropriate action regarding that conduct, recognizing that those measures will enhance the fulfilment of the objectives of this Agreement. To this end the Parties shall discuss from time to time the effectiveness of measures undertaken by each Party. The measures each Party adopts or maintains to proscribe anti-competitive business conduct and the enforcement actions it takes pursuant to those measures shall be consistent with principles of transparency, non-discrimination and procedural fairness. Exclusions from these measures shall be transparent.
2. Each Party shall maintain its independence in developing and enforcing its competition law.
3. Each Party recognizes the importance of cooperation and coordination between their competition authorities to further effective competition law enforcement in the free trade area. The Parties shall cooperate on matters relating to the enforcement of competition laws and policies in the free trade area. In this regard, the Parties, through their respective competition authorities, shall negotiate a cooperation instrument that may address, among other matters, notification, consultation, positive and negative comity, technical assistance and exchange of information.
4. To promote understanding between the Parties, or to address specific matters that arise under this Chapter, a Party shall enter into discussions on request of the other Party. The requesting Party shall indicate in its request how the matter affects trade or investment between the Parties. The other Party shall give full and sympathetic consideration to the concerns of the requesting Party.
Article 14.03. Designated Monopolies
1. This Agreement does not prevent a Party from designating a monopoly.
2. Where a Party intends to designate a monopoly and the designation may affect the interests of a person of the other Party, the designating Party shall, wherever possible, provide prior written notification of the designation to the other Party.
3. Each Party shall ensure that a privately owned monopoly that it designates or a government monopoly that it maintains or designates:
(a) acts in a manner that is not inconsistent with the Party's obligations under this Agreement wherever such a monopoly exercises a regulatory, administrative, or other governmental authority that the Party has delegated to it in connection with the monopoly good or service, such as the power to grant import or export licenses, approve commercial transactions, or impose quotas, fees, or other charges;
(b) acts solely in accordance with commercial considerations in its purchase or sale of the monopoly good or service in the relevant market, including with regard to price, quality, availability, marketability, transportation, and other terms and conditions of purchase or sale, except to comply with a term of its designation that is not inconsistent with subparagraphs (c) or (d);
(c) provides non-discriminatory treatment to covered investments, to goods of the other Party, and to service suppliers of the other Party in its purchase or sale of the monopoly good or service in the relevant market; and
(d) does not use its monopoly position to engage directly or indirectly, including through its dealings with its parent, its subsidiaries or other enterprises with common ownership, in anticompetitive practices in a non- monopolized market in its territory that adversely affect a covered investment.
4. Paragraph 3 does not apply to procurement by a government of a good or service for governmental purposes as long as the good or service is not intended for:
(a) commercial sale or resale; or
(b) use in the production or supply of a good or service for commercial sale or resale.
Article 14.04. State Enterprises
1. This Agreement does not prevent a Party from establishing or maintaining a state enterprise.
2. Each Party shall ensure that a state enterprise that it establishes or maintains acts in a manner that is consistent with the Party's obligations under Chapters Nine (Investment) and Twelve (Financial Services) whenever that enterprise exercises a regulatory, administrative, or other governmental authority that the Party has delegated to it, such as the power to expropriate, grant licenses, approve commercial transactions, or impose quotas, fees, or other charges.
3. Each Party shall ensure that a state enterprise that it establishes or maintains accords non-discriminatory treatment in the sale of its goods or services to covered investments.
Article 14.05. Dispute Settlement
1. A Party may not have recourse to dispute settlement under Chapter Twenty-Two (Dispute Settlement) for a matter arising under this Chapter except for those matters arising under Articles 14.03 and 14.04.
2. An investor may not have recourse to investor-state dispute settlement under Article 9.20 (Investment – Claim by an Investor of a Party on Its Own Behalf) or Article 9.21 (Investment – Claim by an Investor of a Party on Behalf of an Enterprise) for a matter arising under this Chapter except for a matter arising under Article 14.03(3)(a) or Article 14.04(2).
Chapter Fifteen. ELECTRONIC COMMERCE
Article 15.01. Definitions
For purposes of this Chapter:
delivered electronically means delivered through telecommunications, alone or in conjunction with other information and communication technologies;
digital product means a computer program, text, video, image, sound recording or other product that is digitally encoded; and
electronic commerce means commerce conducted through telecommunications, alone or in conjunction with other information and communication technologies.
Article 15.02. Scope and Coverage
1. The Parties confirm that this Agreement, including Chapter 2 (National Treatment and Market Access for Goods), Chapter 9 (Investment), Chapter 10 (Cross-Border Trade in Services), Chapter 11 (Telecommunications), Chapter 12 (Financial Services), Chapter 16 (Government Procurement) and Chapter 23 (Exceptions) applies to electronic commerce. In particular, the Parties recognize the importance of Article 11.03 (Telecommunications - Access to and Use of Public Telecommunications Transport Networks or Services) in enabling electronic commerce.
2. Nothing in this Chapter imposes an obligation on a Party to allow a product to be delivered electronically, except in accordance with the obligations of that Party under another Chapter of this Agreement.
3. For greater certainty, a Party's reservations set out in its Schedule to Annex I, II or III apply to electronic commerce.
Article 15.03. General Provisions
1. The Parties recognize the economic growth and opportunities provided by electronic commerce and the applicability of WTO rules to electronic commerce.
2. Considering the potential of electronic commerce as a social and economic development tool, the Parties recognize the importance of:
(a) clarity, transparency and predictability in their domestic regulatory frameworks in facilitating, to the maximum extent possible, the development of electronic commerce;
(b) encouraging self-regulation by the private sector to promote trust and confidence in electronic commerce, having regard to the interests of users, through initiatives such as industry guidelines, model contracts and codes of conduct;
(c) interoperability, innovation and competition in facilitating electronic commerce,
(d) ensuring that global and domestic electronic commerce policy takes into account the interest of all stakeholders, including business, consumers, non-government organizations and relevant public institutions; and
(e) sharing information and experiences on laws, regulations and programmes in order to facilitate the use of electronic commerce by micro-, small- and medium-sized enterprises.
3. Each Party shall endeavour to adopt measures to facilitate electronic commerce that address issues relevant to the electronic environment.
4. The Parties recognize the importance of avoiding unnecessary barriers to electronic commerce. Having regard to its national policy objectives, each Party shall endeavour to guard against measures that:
(a) unduly hinder electronic commerce; or
(b) have the effect of treating electronic commerce more restrictively than commerce conducted by other means.
Article 15.04. Customs Duties on Digital Products Delivered Electronically
1. A Party shall not apply a customs duty, fee or charge on a digital product delivered electronically.
2. For greater clarity, paragraph 1 does not prevent a Party from imposing an internal tax or other internal charge not prohibited by this Agreement on a digital product delivered electronically.
Article 15.05. Relation to other Chapters
In the event of an inconsistency between this Chapter and another Chapter of this Agreement, the other Chapter prevails.
Chapter Sixteen. GOVERNMENT PROCUREMENT
Article 16.01. Definitions
For the purposes of this Chapter:
commercial good or service means a good or service of a type generally sold or offered for sale in the commercial marketplace to, and customarily purchased by, non-governmental buyers for non-governmental purposes;
conditions for participation means a registration, qualification or other prerequisites for participation in a procurement;
construction service means a contractual arrangement for the realization by any means of civil or building works paid for:
(a) directly by the Party; or
(b) for a specified period of time, through any grant to the supplier of temporary ownership or a right to control and operate, and demand payment for the use of those works, for the duration of the contract;
in writing or written means a worded or numbered expression that can be read, reproduced and later communicated; it may include electronically transmitted and stored information;
limited tendering means a procurement method where the procuring entity contacts a supplier or suppliers of its choice;
multi-use list means a list of suppliers that a procuring entity has determined satisfy the conditions for participation in that list, and that the procuring entity intends to use more than once;
notice of intended procurement means a notice published by a procuring entity inviting interested suppliers to submit a request for participation or a tender;
offsets means a condition or undertaking that encourages local development or improves a Party's balance-of-payments accounts, such as the use of domestic content, the licensing of technology, investment, counter-trade or similar actions or requirements;
open tendering means a procurement method where all interested suppliers may submit a tender;
procurement means the process by which a government obtains the use of or acquires a good or service for governmental purposes and not with a view to commercial sale or resale, or use in the production or supply of a good or service for commercial sale or resale;
procuring entity means an entity listed in Annexes 1 and 2 of Canada and Panama's schedules to this Chapter;
selective tendering means a procurement method where only suppliers satisfying the conditions for participation are invited by the procuring entity to submit a tender;
service includes a construction service, unless otherwise specified;
standard means a document approved by a recognized body that provides, for common and repeated use, rules, guidelines or characteristics for a good or service, or related processes and production methods, with which compliance is not mandatory; it may also include or deal exclusively with terminology, symbols, packaging, marking or labelling requirements as they apply to a good, service, process or production method;
supplier means a person that provides or could provide a good or service to a procuring entity; and
technical specification means a tendering requirement that:
(a) lays down the characteristics of a good or service to be procured, including quality, performance, safety and dimensions, or the processes
and methods for their production or provision; or (b) addresses terminology, symbols, packaging, marking or labelling requirements, as they apply to a good or service.
Article 16.02. Scope and Coverage
Application of Chapter
1. This Chapter applies to a measure adopted or maintained by a Party relating to procurement by a procuring entity listed in Annex I to Canada or Panama Schedule to this Chapter:
(a) by a contractual means, including purchase and rental or lease, with or without an option to buy;
(b) for which the value, as estimated in accordance with paragraph 5, equals or exceeds the relevant threshold specified in Annex I to Canada or Panama Schedule to this Chapter; and
(c) subject to the terms of Annex I to Canada or Panama Schedule to this Chapter.
2. This Chapter does not apply to:
(a) the acquisition or rental of land, existing buildings or other immovable property or the rights thereon;
(b) a non-contractual agreement or form of assistance that a Party, including a state enterprise, provides, including a grant, loan, equity infusion, fiscal incentive, subsidy, guarantee or cooperative agreement;
(c) government provision of a good or service to a person or to a sub-national government;
(d) a purchase for the direct purpose of providing foreign assistance;
(e) a purchase funded by an international grant, loan or other assistance if the provision of that assistance is subject to conditions inconsistent with this Chapter;
(f) the procurement or acquisition of a fiscal agency or depository service, liquidation and management service for regulated financial institutions, or a service related to the sale, redemption and distribution of public debt, including loans and government bonds, notes and other securities; this Chapter does not apply to procurement of a banking, financial or specialized service related to:
(i) the incurring of public indebtedness, or