1. Nothing in this Agreement shall be construed to prevent a Party from adopting, maintaining or enforcing any measure it deems appropriate to ensure that investment activity in its territory is undertaken in a manner according to labour, environmental and health legislation of that Party, provided that this measure is not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination or a disguised restriction.

2. The Parties recognize that it is inappropriate to encourage investment by lowering the standards of their labour and environmental legislation or measures of health. Therefore, each Party guarantees it shall not amend or repeal, nor offer the amendment or repeal of such legislation to encourage the establishment, maintenance or expansion of an investment in its territory, to the extent that such amendment or repeal involves decreasing their labour, environmental or health standards. If a Party considers that another Party has offered such an encouragement, the Parties will address the issue through consultations.

Part III. Institutional Governance and Dispute Prevention

Article 18. Joint Committee for the Administration of the Agreement

1. For the purpose of this Agreement, the Parties hereby establish a Joint Committee for the administration of this Agreement (hereinafter referred as "Joint Committee").

2. This Joint Committee shall be composed of government representatives of both Parties designated by their respective Governments.

3. The Joint Committee shall meet at such times, in such places and through such means as the Parties may agree. Meetings shall be held at least once a year, with alternating chairmanships between the Parties.

4. The Joint Committee shall have the following functions and responsibilities:

a) Supervise the implementation and execution of this Agreement;

b) Discuss and divulge opportunities for the expansion of mutual investment;

c) Coordinate the implementation of the mutually agreed cooperation and facilitation agendas;

d) Consult with the private sector and civil society, when applicable, views on specific issues related to the work of the Joint Committee;

e) Seek to resolve any issues or disputes concerning investments of investors of a Party in an amicable manner; and

f) Supplement the rules for arbitral dispute settlement between the Parties.

5. For avoidance of any doubt and without prejudice to the foregoing and to its ability powers of any agencies or authorities legally constituted and established by the Parties to handle investment matters in their respective jurisdictions.

6. The Parties may establish ad hoc working groups, which shall meet jointly or separately from the Joint Committee.

7. The private sector may be invited to participate in the ad hoc working groups, whenever authorized by the Joint Committee.

8. The Joint Committee shall establish its own rules of procedure.

Article 19. National Focal Points or Ombudspersons

1. Each Party shall designate and notify each other an Agency or Authority to act as a National Focal Point, or Ombudsperson, whose main responsibility shall be to support investors from the other Party in its territory and also be charged with the administration and monitoring the implementation of this Agreement. The designated authorities shall coordinate the implementation of the Agreement in accordance with their respective mandates under the relevant legislation in the respective territories.

2. In the Federative Republic of Brazil, the National Focal Point or Ombudsperson shall be the Ombudsman of Direct Foreign Investment (OID) of the Foreign Trade Board (CAMEX).

3. In the Co-operative Republic of Guyana, the National Focal Point or Ombudsperson shall be the Guyana Office for Investment (GO-Invest).

4. The National Focal Point/Ombudsperson, among other responsibilities, shall:

a) Endeavour to follow the recommendations of the Joint Committee and interact with the National Focal Point of the other Party, in accordance with this Agreement;

b) Follow up on requests and enquiries of the other Party or of investors of the other Party with the competent authorities of the Party and inform the stakeholders on the results of its actions;

c) Assess, in consultation with relevant government authorities, suggestions and complaints of the Party received from the other Party or investors of the other Party and recommend, as appropriate, actions to improve the investment environment;

d) Seek to prevent differences in investment matters, in collaboration with government authorities of the Party and relevant private entities;

e) Provide timely and useful information on regulatory issues on general investment or on specific projects; and

f) Provide information regarding its activities and actions to the Joint Committee when requested.

5. The National Focal Points or Ombudspersons shall cooperate with each other and with the Joint Committee with a view to helping in the prevention of disputes between the Parties.

6. Each Party shall determine time limits for the implementation of each of its functions and responsibilities, which shall be communicated to the other Party.

Article 20. Exchange of Information between Parties

1. The Parties shall exchange information, whenever possible and relevant to reciprocal investments, concerning business opportunities, procedures, and requirements for investment, particularly through the Joint Committee and its National Focal Points.

2. For this purpose, a Party shall provide through the relevant agencies, when requested, in a timely fashion and with respect for the applicable level of protection, information related, in particular, to the following issues:

a) Regulatory conditions for investment;

b) Governmental programmes and possible related incentives;

c) Public policies and legal frameworks that may affect investment;

d) Legal framework for investment, including legislation on the establishment of companies and joint ventures;

e) Related international treaties;

f) Customs procedures and tax regimes;

g) Statistical information on the market for goods and services;

h) Available infrastructure and public services;

i) Governmental procurement and public concessions;

j) Social and labour requirements;

k) Immigration legislation;

l) Currency exchange legislation;

m) Legislation regarding specific economic sectors previously identified by the Parties;

n) Regional projects and agreements related to an investment; and

o) Public-Private Partnerships (PPPs)

Article 21. Treatment of Protected Information

1. The Parties shall respect the level of protection of information provided by the submitting Party, according to the respective national legislation on the matter.

2. None of the provisions of the Agreement shall be construed to require any Party to disclose protected information, including the Arbitral Tribunal established under Article 25, the disclosure of which would jeopardize law enforcement or otherwise be contrary to the public interest or would violate the privacy or harm legitimate business interests. For the purposes of this paragraph, protected information includes confidential business information, and information considered privileged or protected from disclosure under the applicable laws of a Party.

Article 22. Interaction with the Private Sector

Recognizing the key role played by the private sector, the Parties shall disseminate, among the relevant business sectors, general information on investment, regulatory frameworks and business opportunities in the territory of the other Party.

Article 23. Cooperation between Agencies Responsible for Investment Promotion

The Parties shall promote cooperation between their investment promotion agencies in order to facilitate investment in the territory of the other Party.

Article 24. Dispute Prevention Procedure

1. If a Party considers that a specific measure adopted by the other Party constitutes a breach of this Agreement, it may invoke this Article to initiate a dispute prevention procedure within the Joint Committee.

2. The following rules apply to the aforementioned procedure:

a) To initiate the procedure, the interested Party shall submit a written request to the other Party, identifying the specific measure in question, and presenting the relevant allegations of fact and law. The Joint Committee shall be convened within sixty (60) days from the date of the request;

b) The Joint Committee shall have sixty 60) days from the date of the first meeting, extendable by mutual agreement, to evaluate the submission presented and to prepare a report;

c) The report of the Joint Committee shall include:

i) Identification of the submitting Party;

ii) Description of the measure in question and the alleged breach of the Agreement; and

iii) Findings of the Joint Committee.

d) In the event that the dispute is not resolved upon the completion of the time frames set forth in this Article, or there is non-participation of a Party in the meetings of the Joint Committee convened according to this Article, the dispute may be submitted to arbitration by a Party in accordance with Article 25 of the Agreement.

3. If the measure in question affects a specific investor, the following additional rules shall apply:

a) The initial submission shall identify the affected investor; and

b) Representatives of the affected investor may be invited to appear before the Joint Committee.

4. Whenever relevant to the consideration of the measure in question, the Joint Committee may invite other interested stakeholders to appear before the Committee and present their views on such measure.

5. The records of the meetings held under the Dispute Prevention Procedure and all other related documentation shall remain confidential, except for the report submitted by the Joint Committee under paragraph 2, subject to the relevant legislation of the Parties regarding the disclosure of information.

Article 25. Settlement of Disputes between the Parties

1. Once the procedure under paragraph 3 of Article 24 has been exhausted and the dispute has not been resolved, either Party may submit the dispute to an ad hoc Arbitral Tribunal, in accordance with the provisions ofthis Article. Alternatively, the Parties may choose, by mutual agreement, to submit the dispute to a permanent arbitration institution for settlement of investment disputes. Unless the Parties decide otherwise, such institution shall apply the provisions of this Article.

2. The purpose of arbitration is to determine the conformity with this Agreement of a measure that a Party claims to not be in conformity with the Agreement.

3. The following may not be subject to arbitration: Article 13 - Security Exceptions; Article 14 - Compliance with Domestic Legislation; Article 15 - Corporate Social Responsibility; Paragraph 1 of Article 16 - Investment Measures and Combating Corruption and Illegality; and paragraph 2 of Article 17 - Provisions on Investment and Environment, Labour Affairs and Health.

4. This Article shall not apply to any dispute concerning any facts which have occurred, nor any measures which have been adopted before the entry into force of this Agreement.

5. This Article shall not apply to any dispute if more than five (5) years have elapsed since the date on which the Party knew or should have known of the facts giving rise to the dispute.

6. The Arbitral Tribunal shall consist of three arbitrators. Each Party shall appoint, within three (3) months after receiving the "notice of arbitration", a member of the Arbitral Tribunal. Within two (2) months of the appointment of the second arbitrator, the two members shall appoint a national of a third State with which both Parties maintain diplomatic relations, who, upon approval by both Parties, shall be appointed chairperson of the Arbitral Tribunal. The appointment of the Chairperson must be approved by both Parties within one (1) month from the date of his/her nomination.

7. If, within the periods specified in paragraph 6 of this Article, the necessary appointments are not concluded, either Party may invite the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice is a national of one Party or is prevented from fulfilling said function, the member of the International Court of Justice who has the most seniority who is not a national of a Party will be invited to make the necessary appointments.

8. Arbitrators must:

a) Have the necessary experience or expertise in Public International Law, international investment rules or international trade, or the resolution of disputes arising in relation to international investment agreements;

b) Be independent of and not be affiliated, directly or indirectly, with any of the Parties or with the other arbitrators or potential witnesses nor take instructions from the Parties; and

c) Comply with the "Rules of conduct for the understanding on rules and procedures governing the settlement of disputes" of the World Trade Organization (WTO/DSB/RC/1, dated December 11, 1996), as applicable to the dispute, or any other standard of conduct established by the Joint Committee.

9. The "Notice of Arbitration" and other documents relating to the resolution of the dispute shall be presented at the location designated by each Party.

10. The Arbitral Tribunal shall determine its own procedure in accordance with this Article and, subsidiarily, the Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL). The Arbitral Tribunal will render its decision by majority vote and decide on the basis of the provisions of this Agreement and the applicable principles and rules of international law as recognized by both Parties. Unless otherwise agreed, the decision of the Arbitral Tribunal shall be rendered within six (6) months following the appointment of the Chairperson in accordance with paragraphs 6 and 7 of this article.

11. The decision of the Arbitral Tribunal shall be final and binding to the Parties, who shall comply with it without delay.

12. The Parties shall approve the general rule for determining the arbitrators' fees, taking into account the practices of relevant international organizations. The Parties shall bear the expenses of the arbitrators as well as other costs of the proceedings equally, unless otherwise agreed.

13. Notwithstanding paragraph 2 of this Article, the Parties may, through a specific arbitration agreement, request the arbitrators to examine the existence of damages caused by the measure in question under the obligations of this Agreement and to establish compensation for such damages through an arbitration award. In this case, in addition to the provisions of the preceding paragraphs of this Article, the following shall be observed:

a) The arbitration agreement to examine the existence of damages shall be taken as "notice of arbitration" within the meaning of paragraph 6;

b) This paragraph shall not be applied to a dispute concerning a particular investor which has been previously resolved and where protection of res judicata applies. If an investor had submitted claims regarding the measure at issue in the Joint Committee to local courts or an arbitration tribunal of the Host State, the arbitration to examine damages can only be initiated after the withdrawal of such claims by the investor in local courts or an arbitration tribunal of the Host State. If after the establishment of the arbitration, the existence of claims in local courts or arbitral tribunals over the contested measure is made known to the arbitrators or the Parties, the arbitration will be suspended.

c) If the arbitration award provides monetary compensation, the Party receiving such compensation shall transfer to the holders of the rights of the investment in question , after deducting the costs of the dispute in accordance with the internal procedures of each Party. The Party to whom restitution was granted may request the Arbitral Tribunal to order the transfer of the compensation directly to the holders of rights of the affected investment and the payment of costs to whoever has assumed them.

Part IV. Agenda for Further Investment Cooperation and Facilitation

Article 26. Agenda for Further Investment Cooperation and Facilitation

1. The Joint Committee shall develop and discuss an Agenda for Further Cooperation and Facilitation on relevant topics for the promotion and enhancement of bilateral investment. The issues to be initially discussed by the Parties shall be agreed upon in the first meeting of the Joint Committee.

2. The agendas shall be discussed between the competent government authorities of both Parties. The Joint Committee shall invite, when applicable, additional competent government officials for both parties in the discussions of the agenda.

3. The Joint Committee shall establish schedules for discussions of the Agenda for further Investment Cooperation and Facilitation, and if applicable, the negotiation of specific commitments.

4. The Parties shall submit to the Joint Committee the names of government bodies and its official representatives involved in these discussions.

Part V. Final Provisions

Article 27. Amendments

1. This Agreement may be amended at any time at the request of either Party. The requesting Party must submit its request in written form explaining the grounds on which the amendment shall be made. The other Party shall consult with the requesting Party regarding the proposed amendment and shall also respond to the request in writing.

2. This Agreement shall stand automatically amended at all times to the extent that the Parties agree, after completion of their respective ratification procedures. Any agreement to amend the treaty pursuant to this Article must be expressed in writing, whether in a single written instrument or through an exchange of diplomatic notes. These amendments shall be binding on the tribunals constituted under Article 25 of this Agreement and a tribunal award must be consistent with all amendments to this Agreement.

3. Amendments shall enter into force according to the procedure described in Article 28.3.

Article 28. Final Provisions

1. Neither the Joint Committee nor the Focal Points or Ombudspersons shall replace or impair, in any way, any other agreement or the diplomatic channels existing between the Parties.

2. Without prejudice to its regular meetings, after ten (10) years of the entry into force of this Agreement, the Joint Committee shall undertake a general review of its implementation and make recommendations for possible amendments, if necessary.

3. This Agreement shall enter into force ninety (90) days after the date of the receipt of the second diplomatic note indicating that all necessary internal procedures with regard to the conclusion and the entry into force of international agreements have been completed by both Parties.

4. At any time, either of the Parties may terminate this Agreement by providing written notice of termination to the other Party . The termination shall take effect on a date the Parties agree on or, if the Parties are unable to reach an agreement, three hundred and sixty-five (365) days after the date on which the termination notice is delivered.

Conclusion

IN WITNESS WHEREOF the undersigned, duly authorizetd hereto by their respective Governments, have signed this Agreement.

DONE in Brasilia, on 13 December, 2018, in duplicate, in the English and Portuguese languages, both texts being equally authentic. In case of any divergence of interpretation of this Agreement, the English text shall prevail.

FOR THE FEDERATIVE REPUBLIC OF BRAZIL

Aloysio Nunes Ferreira

Minister of Foreign Affairs

FOR THE CO-OPERATIVE REPUBLIC OF GUYANA

George Talbot

Ambassador of Guyana to Brazil