(b) provide interested persons and the other Party a reasonable opportunity to comment on these proposed measures.
Article 20.03. Notification and Provision of Information
1. To the maximum extent possible, a Party shall notify the other Party of an existing or proposed measure that the Party considers might materially affect the operation of this Agreement or substantially affect the other Party's interests under this Agreement.
2. On request of the other Party, a Party shall promptly provide information and respond to questions pertaining to an existing or proposed measure, even if the Party was previously notified of that measure.
3. Any notification or information provided under this Article is without prejudice as to whether the measure is consistent with this Agreement.
Article 20.04. Administrative Proceedings
In order to ensure that measures of general application affecting matters covered by this Agreement are applied in a consistent, impartial and reasonable manner, a Party shall ensure that in administrative proceedings involving specific cases, where the measures referred to in Article 20.02 are applied to particular persons, goods or services of the other Party:
(a) whenever possible, a person of the other Party who is directly affected by a proceeding is given reasonable notice, in accordance with domestic procedures, when it 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 the issues;
(b) a person referred to in subparagraph (a) is afforded a reasonable opportunity to present facts and arguments in support of their position prior to a final administrative action, when permitted by time, the nature of the proceeding, and the public interest; and
(c) the administrative procedures are in accordance with domestic law.
Article 20.05. Review and Appeal
1. Each Party shall establish or maintain judicial, quasi-judicial or administrative tribunals or procedures for the prompt review and, where warranted, correction of final administrative actions in matters covered by this Agreement. Each Party shall ensure that its respective tribunals are impartial and independent of the office or authority entrusted with administrative enforcement and do not have a substantial interest in the outcome of the matter.
2. Each Party shall ensure that the parties to the proceeding are given the following rights in regard to the tribunals or procedures referred to in paragraph 1:
(a) a reasonable opportunity to support or defend their respective positions; and
(b) a decision based on the evidence and submissions of record or the record compiled by the administrative authority where this is required by domestic law.
3. Each Party shall ensure, subject to appeal or review as provided in its domestic law, that such decisions are implemented by, and govern the practice of, the offices or authorities with respect to the administrative action at issue.
Article 20.06. Cooperation to Promote Increased Transparency
The Parties agree to cooperate in bilateral, regional and multilateral fora to promote transparency regarding international trade and investment.
Section B. Anti-Corruption
Article 20.07. Definitions
For purposes of this Section:
foreign public official means a natural person holding a legislative, executive, administrative, or judicial office of a foreign country, whether appointed or elected, and a natural person exercising a public function for a foreign country, including for a public agency or public enterprise;
official of a public international organization means an international civil servant or a natural person who is authorized by such an organization to act on behalf of that organization;
public function means a temporary or permanent, paid or honorary activity, performed by a natural person in the name of a Party or in the service of a Party or its institutions, at any level of its hierarchy; and
public official means a natural person holding a legislative, executive, administrative or judicial office of a Party, whether appointed or elected and whether permanent or temporary.
Article 20.08. Statement of Principles
The Parties affirm their resolve to prevent and combat bribery and corruption in international trade and investment.
Article 20.09. Anti-corruption Measures
1. Each Party shall adopt or maintain legislative or other measures establishing the following as criminal offences in matters of international trade or investment when committed intentionally:
(a) a public official soliciting or accepting, directly or indirectly, undue advantage for the official or another person, in order that the official act or refrain from acting in the exercise of their official duties;
(b) promising, offering or giving, to a public official, directly or indirectly, undue advantage for the official or another person, in order that the official act or refrain from acting in the exercise of their official duties;
(c) promising, offering or giving to a foreign public official or an official of a public international organization, directly or indirectly, an undue advantage for the official or another person, in order that the official act or refrain from acting in the performance of official duties, in order to obtain or retain business or other undue advantage in relation to the conduct of international business; and
(d) aiding, abetting or conspiring to commit an offence described in subparagraphs (a) through (c).
2. Each Party shall adopt such measures as may be necessary to establish its jurisdiction over criminal offences referred to in paragraph 1 that are committed in its territory.
3. The Parties shall ensure that their respective sanctions for offences covered by this Section take into account the gravity of the offence.
4. Each Party shall adopt such measures, as may be necessary, consistent with its legal principles, to establish the liability of enterprises for offences covered by this Section. In particular, each Party shall ensure that enterprises held liable under this Section are subject to effective, proportionate and dissuasive criminal or non-criminalsanctions, including monetary sanctions.
5. Each Party shall consider incorporating in its domestic legal system at the national level appropriate measures to provide protection against unjustified treatment for a person who reports in good faith and on reasonable grounds to the competent authorities facts concerning an offence established in accordance with this Section.
Article 20.10. Cooperation In International Fora
The Parties recognize the importance of regional and multilateral initiatives to prevent and combat bribery and corruption in international trade and investment. The Parties agree to work together to advance efforts in regional and multilateral fora to prevent and combat bribery and corruption in international trade and investment, and to encourage and support appropriate initiatives.
Chapter Twenty-One. ADMINISTRATION OF THE AGREEMENT
Article 21.01. The Joint Commission
1. The Parties hereby establish the Joint Commission, comprising representatives of the Parties at the Ministerial level, or their designees.
2. The Commission shall:
(a) supervise the implementation of this Agreement;
(b) review the general functioning of this Agreement;
(c) oversee the further elaboration of this Agreement;
(d) supervise the work of all bodies established under this Agreement referred to in Annex 21.01; and
(e) consider any other matter that may affect the operation of this Agreement.
3. The Commission may:
(a) adopt interpretive decisions concerning this Agreement binding on panels established under Article 22.07 (Dispute Settlement - Establishment of a Panel) and Tribunals established under Section C of Chapter Nine (Investment - Settlement of Disputes between an Investor and the Host Party);
(b) seek the advice of non-governmental persons or groups;
(c) take any other action in the exercise of its functions as the Parties may decide;
(d) further the implementation of the objectives of this Agreement by approving any revisions of:
(i) a Party's Schedule to Annex 2.04 (National Treatment and Market Access for Goods - Tariff Elimination), with the purpose of adding one or more goods excluded in the Tariff Elimination Schedule,
(ii) the phase-out periods established in Annex 2.04 ( National Treatment and Market Access for Goods - Tariff Elimination), with the purpose of accelerating the tariff reduction,
(iii) the specific rules of origin established in Annex 3.02 (Rules of Origin - Specific Rules of Origin),
(iv) the Uniform Regulations on Customs Procedures, and
(v) the procuring entities listed in Annexes 1 and 2 of Canada and Panama's schedules to Chapter 16 (Government Procurement);
(e) consider any amendments or modifications to the rights and obligations under this Agreement; and
(f) establish the amount of remuneration and expenses to be paid to panelists.
4. At the request of the Committee on the Environment established under the Agreement on the Environment between Canada and the Republic of Panama, the Commission may revise Annex 1.06 (Initial Provisions and General Definitions - Multilateral Environmental Agreements) to include other Multilateral Environmental Agreements (MEAs), or to include amendments to an MEA or remove an MEA listed in that Annex.
5. The revisions referred to in subparagraph 3(d) and paragraph 4 shall be subject to the completion of any necessary domestic legal procedures of either Party.
6. The Commission may establish and delegate responsibilities to committees, subcommittees or working groups. Except where otherwise specifically provided for in this Agreement, the committees, subcommittees and working groups shall work under a mandate recommended by the Agreement Coordinators referred to in Article 21.02 and approved by the Commission.
7. The Commission shall establish its rules and procedures. All decisions of the Commission shall be taken by mutual consent.
8. The Commission shall normally convene once a year, or upon the request in writing of either Party. Unless otherwise decided by the Parties, sessions of the Commission shall be held alternately in the territory of each Party, or by any technological means available.
Article 21.02. Agreement Coordinators
1. Each Party shall appoint an Agreement Coordinator and notify the other Party within 60 days following the entry into force of this Agreement.
2. The Agreement Coordinators shall jointly:
(a) monitor the work of all bodies established under this Agreement, referred to in Annex 21.01, including communications relating to successors to those bodies;
(b) recommend to the Commission the establishment of bodies that they consider necessary to assist the Commission;
(c) coordinate preparations for Commission meetings;
(d) follow up on any decisions taken by the Commission, as appropriate;
(e) receive all notifications and information provided pursuant to this Agreement and, as necessary, facilitate communications between the Parties on any matter covered by this Agreement; and
(f) consider any other matter that may affect the operation of this Agreement as mandated by the Commission.
3. The Coordinators shall meet as often as required.
4. Each Party may request in writing at any time that a special meeting of the Coordinators be held. Such a meeting shall take place within 30 days of receipt of the request.
Annex 21.01. Committees and Subcommittees, Country Coordinators and Contact Points
Committees and Subcommittees:
(a) Committee on Trade in Goods and Rules of Origin (Article 2.19);
(i) Subcommittee on Agriculture (Article 2.19(4)),
(ii) The Customs Procedures Subcommittee (Article 4.14);
(b) Committee on Financial Services (Article 12.15); and
(c) Committee on Procurement (Article 16.15).
Country Coordinators:
SPS Coordinators (Article 6.03).
Contact Points:
(a) Contact points for temporary entry for business persons (Article 13.06);
and
(b) Contact points for trade-related cooperation (Article 19.02).
Chapter Twenty-Two. DISPUTE SETTLEMENT
Article 22.01. Definitions
For purposes of this Chapter:
complaining Party means a Party that requests the establishment of a panel under Article 22.07;
panel means a panel established under Article 22.07; and
Party complained against means the Party that receives the request for the establishment of a panel under Article 22.07.
Article 22.02. Cooperation
The Parties shall endeavour to agree on the interpretation and application of this Agreement, and shall attempt through cooperation and consultations to arrive at a mutually satisfactory resolution of a matter that might affect its operation.
Article 22.03. Scope and Coverage
Except for matters arising under Chapters 17 (Environment) and 18 (Labour) and as otherwise provided in this Agreement, the dispute settlement provisions of this Chapter apply with respect to the settlement of disputes between the Parties regarding the interpretation or application of this Agreement or wherever a Party considers that:
(a) an actual or proposed measure of the other Party is or would be inconsistent with one of its obligations under this Agreement;
(b) the other Party has otherwise failed to carry out one of its obligations under this Agreement; or
(c) there is nullification or impairment in the sense of Annex 22.03.
Article 22.04. Choice of Forum
1. Subject to paragraph 2, a dispute regarding a matter arising under both this Agreement and the WTO Agreement or any other free trade agreement to which both Parties are party may be settled in a forum designated under the terms of one of these agreements at the discretion of the complaining Party.
2. Notwithstanding paragraph 1, if a Party complained against claims that a measure is subject to Article 1.06 (Initial Provisions and General Definitions - Relation to Environmental and Conservation Agreements) and requests in writing that the matter be considered under this Agreement, the complaining Party may resort only to the dispute settlement procedures in this Agreement.
3. If the complaining Party requests the establishment of a dispute settlement panel under an agreement referred to in paragraph 1, the forum selected shall be used to the exclusion of the other, unless the Party complained against makes a request pursuant to paragraph 2.
Article 22.05. Consultation
1. A Party may request in writing a consultation with the other Party regarding a matter referred to in Article 22.03.
2. The Party requesting the consultation shall deliver the request to the other Party, setting out the reasons for the request, identifying the measure or matter at issue under Article 22.03 and indicating the legal basis for the complaint.
3. Subject to paragraph 4, the Parties, unless they otherwise decide, shall enter into a consultation within 30 days of the date of receipt of the request by the other Party.
4. In cases of urgency, including those involving a good or service that rapidly loses its trade value, such as a perishable good, consultation shall commence within 15 days of the date of receipt of the request by the other Party.
5. The requesting Party may ask that the other Party make available personnel of its governmental agencies or other regulatory bodies with expertise in the subject matter of the consultation.
6. The Parties shall attempt to arrive at a mutually satisfactory resolution of a matter through consultation under this Article. To this end, each Party shall:
(a) provide sufficient information for a full examination of the measure or matter at issue; and
(b) treat confidential or proprietary information received in the course of consultation on the same basis as the Party providing the information.
7. Consultation is confidential and without prejudice to the rights of the Parties in proceedings under this Chapter.
8. Consultation may be held in person or by another means that the Parties decide.
Article 22.06. Good Offices, Conciliation and Mediation
1. The Parties at any time may decide to undertake an alternative method of dispute resolution, such as good offices, conciliation or mediation.
2. The Parties shall conduct alternative methods of dispute resolution according to procedures on which they decide.
3. Either Party at any time may begin, suspend or terminate proceedings established under this Article.
4. Proceedings involving good offices, conciliation or mediation are confidential and without prejudice to the rights of the Parties in other proceedings.
Article 22.07. Establishment of a Panel
1. Unless the Parties decide otherwise, and subject to paragraph 3, the complaining Party may refer the matter to a dispute settlement panel if a matter referred to in Article 22.05 has not been resolved:
(a) within 45 days of the date of receipt of the request for consultations; or
(b) within 25 days of the date of receipt of the request for consultation for matters referred to in Article 22.05(4).
2. The complaining Party shall deliver the written request for panel establishment to the other Party, indicating the reason for the request, identifying the specific measure or other matter at issue and providing a brief summary of the legal basis of the complaint sufficient to present the problem clearly.
3. A dispute settlement panel may not be established to review a proposed measure.
Article 22.08. Panel Selection
1. The panel shall consist of three panellists.
2. Within 30 days of receiving the request to establish a panel, a Party shall notify the other Party of its appointment of a panellist, and propose up to four candidates to serve as the chair of the panel. If a Party fails to appoint a panellist within this time, the panellist shall be selected by the other Party from the candidates proposed for the chair.
3. The Parties, within 45 days of the date of receipt of the request for panel establishment, shall endeavour to select a panellist who will serve as chair from among the candidates proposed. If the Parties fail to select a chair within this time period, within a further 7 days the chair shall be selected randomly from the candidates proposed.
4. If a panellist appointed by a Party withdraws, is removed or becomes unable to serve, a replacement shall be appointed by that Party within 30 days, failing which the replacement shall be appointed in accordance with the second sentence of paragraph 2.
5. If the chair of the panel withdraws, is removed or becomes unable to serve, the Parties shall endeavour to decide on the appointment of a replacement within 30 days, failing which the replacement shall be appointed in accordance with the second sentence of paragraph 3.
6. If an appointment in paragraph 4 or 5 would require selecting from the list of candidates proposed for chair and there are no remaining candidates, each Party shall propose up to 3 additional candidates within 30 days and, within 7 days of that deadline, the panellist shall be selected randomly from the candidates proposed.
7. A time limit applicable to the proceeding is suspended as of the date the panellist withdraws, is removed or becomes unable to serve, and resumes on the date the replacement is selected.
Article 22.09. Qualifications of Panellists
Each panellist shall:
(a) have expertise or experience in law, international trade or other matters covered by this Agreement, or in the settlement of disputes arising under international trade agreements;
(b) be chosen strictly on the basis of objectivity, reliability and sound judgment;
(c) be independent of and not be affiliated with or take instructions from a Party;
(d) not be a national of a Party, nor have their usual place of residence in the territory of a Party, nor be employed by either of them;
(e) comply with a Code of Conduct that the Commission shall approve at its first session following the entry into force of this Agreement; and
(f) not have been involved in an alternative dispute settlement proceeding referred to in Article 22.06 regarding the same dispute.
Article 22.10. Rules of Procedure
1. A panel shall follow the provisions of this Chapter, including Annex 22.10 (Rules of Procedure). A panel, in consultation with the Parties, may establish supplementary rules of procedure that do not conflict with the provisions of this Chapter.
2. Unless the Parties decide otherwise, the rules of procedure shall ensure that:
(a) each Party has the opportunity to provide initial and rebuttal written submissions;
(b) the Parties have the right to at least 1 hearing before the panel; subject to subparagraph (g) these hearings shall be open to the public;
(c) the Parties have the right to present and receive written submissions and oral arguments in any of the Parties' official languages;