For the purposes of this Chapter:

in writing or written means any worded or numbered expression that can be read, reproduced and may be later communicated, and may include electronically transmitted and stored information;

limited tendering means a procurement method whereby 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, a tender, or both;

offset means any condition or undertaking that requires the use of domestic content, a domestic supplier, the licensing of technology, technology transfer, investment, counter- trade or similar action to encourage local development or to improve a Party’s balance of payments accounts;

open tendering means a procurement method whereby all interested suppliers may submit a tender; procuring entity means an entity listed in Annex 10;

publish means to disseminate information through paper or electronic means that is distributed widely and is readily accessible to the general public;

qualified supplier means a supplier that a procuring entity recognises as having satisfied the conditions for participation;

selective tendering means a procurement method whereby the procuring entity invites only qualified suppliers to submit a tender; services includes construction services, unless otherwise specified;

supplier means a person or group of persons that provides or could provide a good or service to a procuring entity, and

technical specification means a tendering requirement that:

(a) sets out the characteristics of:

(i) goods to be procured, including quality, performance, safety, and dimensions, or the processes and methods for their production, or

(ii) services to be procured, or the processes or methods for their provision, including any applicable administrative provisions, or

(b) addresses terminology, symbols, packaging, marking, or labelling requirements, as they apply to a good or service.

Article 10.2. Objectives

The Parties recognise the importance of government procurement in trade relations and set as the objective of this Chapter the effective, reciprocal and gradual opening of their government procurement markets, in order to maximize, inter alia, competitive opportunities for the suppliers of the Parties.

Article 10.3. Scope

Application of Chapter

1. This Chapter shall apply to any measure regarding covered procurement.

2. For the purposes of this Chapter, covered procurement means government procurement:

(a) of a good, service or any combination thereof as specified in each Party’s Schedule set out in Annex 10;

(b) by any contractual means, including: purchase; rental or lease, with or without an option to buy;

(c) for which the value, as estimated in accordance with paragraphs 8 and 9, equals or exceeds the relevant threshold specified in a Party’s Schedule set out in Annex 10, at the time of publication of a notice of intended procurement;

(d) by a procuring entity, and

(e) that is not otherwise excluded from coverage under this Agreement.

Activities Not Covered

3. Unless otherwise provided in a Party’s Schedule set out in Annex 10, this Chapter shall not apply to:

(a) the acquisition or rental of land, existing buildings or other immovable property or the rights thereon;$

(b) non-contractual agreements or any form of assistance that a Party, including its procuring entities, provides, including cooperative agreements, grants, loans, equity infusions, guarantees, subsidies, fiscal incentives and sponsorship arrangements;

(c) the procurement or acquisition of: fiscal agency or depository services; liquidation and management services for regulated financial institutions; or services related to the sale, redemption and distribution of public debt, including loans and government bonds, notes and other securities;

(d) public employment contracts;

(e) procurement:

(i) conducted for the specific purpose of providing international assistance, including development aid;

(ii) funded by an international organisation or foreign or international grants, loans or other assistance to which procurement procedures or conditions of the international organisation or donor apply. If the procedures or conditions of the international organisation or donor do not restrict the participation of suppliers then the procurement shall be subject to Article 10.5.1, or

(iii) conducted under the particular procedure or condition of an international agreement relating to the stationing of troops or relating to the joint implementation by the signatory countries of a project, and

(f) procurement of a good or service outside the territory of the Party of the procuring entity, for consumption outside the territory of that Party.

Schedules

4. Each Party shall specify the following information in its Schedule set out in Annex 10: (a) in Section A, the central government entities for which procurement is covered by this Chapter; (b) in Section B, other entities for which procurement is covered by this Chapter; (c) in Section C, the goods covered by this Chapter; (d) in Section D, the services, other than construction services, covered by this Chapter; (e) in Section E, any General Notes and Derogations; (f) in Section F, the applicable Threshold Adjustment Formula; (g) in Section G, the publication of information required under Article 10.6.2, and (h) in Section H, the relevant time periods. Compliance 5. Each Party shall ensure that its procuring entities comply with this Chapter in conducting covered procurements. 6. No procuring entity shall prepare or design a procurement, or otherwise structure or divide a procurement into separate procurements in any stage of the procurement, or use a particular method to estimate the value of a procurement, in order to avoid the obligations of this Chapter. 7. Nothing in this Chapter shall be construed to prevent a Party, including its procuring entities, from developing new procurement policies, procedures or contractual means, provided that they are not inconsistent with this Chapter. Valuation 8. In estimating the value of a procurement for the purposes of ascertaining whether it is a covered procurement, a procuring entity shall include the estimated maximum total value of the procurement over its entire duration, taking into account: 1.

(a) all forms of remuneration, including any premium, fee, commission, interest or other revenue stream that may be provided for under the contract; (b) the value of any option clause, and (c) any contract awarded at the same time or over a given period to one or more suppliers under the same procurement. 9. If the total estimated maximum value of a procurement over its entire duration is not known, the procurement shall be deemed a covered procurement, unless otherwise excluded under this Agreement. 1. Subject to the requirement that the measure is not applied in a manner that would constitute a means of arbitrary or unjustifiable discrimination between Parties where the same conditions prevail, or a disguised restriction on international trade between the Parties, nothing in this Chapter shall be construed to prevent a Party, including its procuring entities, from adopting or maintaining a measure: (a) necessary to protect public morals, order or safety; (b) necessary to protect human, animal or plant life or health; (c) necessary to protect intellectual property, or (d) relating to the good or service of a person with disabilities, of philanthropic or not-for-profit institutions, or of prison labour. 2. The Parties understand that subparagraph 1(b) includes environmental measures necessary to protect human, animal or plant life or health. National Treatment and Non-Discrimination 1. With respect to any measure regarding covered procurement, each Party, including its procuring entities, shall accord immediately and unconditionally to the goods and services of the other Party and to the suppliers of the other Party, treatment no less favourable than the treatment that the Party, including its procuring entities, accords to domestic goods, services, and suppliers. 1.

2. With respect to a measure regarding covered procurement, no Party, including its procuring entities, shall: (a) treat a locally established supplier less favourably than another locally established supplier on the basis of degree of foreign affiliation to, or ownership by, a person of the other Party, or (b) discriminate against a locally established supplier on the basis that the good or service offered by that supplier for a particular procurement is a good or service of the other Party. 3. All orders under contracts awarded for covered procurement shall be subject to paragraphs 1 and 2. Procurement Methods 4. A procuring entity shall use an open tendering procedure for covered procurement unless Article 10.9 or Article 10.10 applies. Rules of Origin 5. For the purposes of covered procurement, a Party shall not apply rules of origin to goods or services imported from or supplied from the other Party that are different from the rules of origin the Party applies at the same time in the normal course of trade to imports or supplies of the same goods or services from the other Party. Offsets 6. With regard to covered procurement, no Party, including its procuring entities, shall seek, take account of, impose or enforce any offset, at any stage of a procurement, except as otherwise provided in Annex 10. Measures Not Specific to Procurement 7. Paragraphs 1 and 2 shall not apply to customs duties and charges of any kind imposed on or in connection with importation, the method of levying such duties and charges, other import regulations or formalities, and measures affecting trade in services other than measures governing covered procurement. 1.

Use of Electronic Means 8. The Parties shall seek to provide opportunities for covered procurement to be undertaken through electronic means, including for the publication of procurement information, notices and tender documentation, and for the receipt of tenders, and in general for the entire cycle of procurement until payment. 9. When conducting covered procurement by electronic means, a procuring entity shall: (a) ensure that the procurement is conducted using financial systems, information technology systems, and software, including those related to authentication and encryption of information, that are generally available and interoperable with other generally available financial systems, information technology systems, and software, and (b) establish and maintain mechanisms that ensure the integrity of information provided by suppliers, including requests for participation and tenders. 1. Each Party shall promptly publish any measure of general application relating to covered procurement, and any change or addition to this information. 2. Each Party shall list in Section G of its Schedule set out in Annex 10 the paper or electronic means through which the Party publishes the information described in paragraph 1 and the notices required by Article 10.7 and Article 10.9.3. 3. Each Party shall, on request, provide an explanation in response to an inquiry relating to the information referred to in paragraph 1. 1. For each covered procurement, except in the circumstances described in Article 10.10, a procuring entity shall publish a notice of intended procurement through the appropriate paper or electronic means listed in Annex 10. The notices shall remain readily accessible to the public until at least the expiration of the time period for responding to the notice or the deadline for submission of the tender. 1.

2. The notices shall, if accessible by electronic means, be provided free of charge: (a) for central government entities that are covered under Annex 10, to extent possible through a single point of access, and (b) for other entities covered under Annex 10, to extent possible through links in a single electronic portal. 3. Unless otherwise provided in this Chapter, each notice of intended procurement shall include the following information, unless that information is provided in the tender documentation that is made available free of charge to all interested suppliers at the same time as the notice of intended procurement: (a) the name and address of the procuring entity and other information necessary to contact the procuring entity and obtain all relevant documents relating to the procurement, and the cost and terms of payment to obtain the relevant documents, if any; (b) a description of the procurement, including, if appropriate, the nature and quantity of the goods or services to be procured and a description of any options, or the estimated quantity if the quantity is not known; (c) if applicable, the time-frame for delivery of goods or services or the duration of the contract; (d) if applicable, the address and any final date for the submission of requests for participation in the procurement; (e) the address and the final date for the submission of tenders; (f) the language or languages in which tenders or requests for participation may be submitted, if other than an official language of the Party of the procuring entity; (g) a list and a brief description of any conditions for participation of suppliers, that may include any related requirements for specific documents or certifications that suppliers must provide; (h) if, pursuant to Article 10.9, a procuring entity intends to select a limited number of qualified suppliers to be invited to tender, the criteria that will be used to select them and, if applicable, any limitation on the number of suppliers that will be permitted to tender, and (a)

(i) an indication that the procurement is covered by this Chapter, unless that indication is publicly available through information published pursuant to Article 10.6.2. 4. For greater certainty, paragraph 3 does not preclude a Party from charging a fee for tender documentation if the notice of intended procurement includes all of the information set out in paragraph 3. Notice of Planned Procurement 5. Procuring entities are encouraged to publish as early as possible in each fiscal year a notice regarding their future procurement plans (notice of planned procurement), which should include the subject matter of the procurement and the planned date of publication of the notice of intended procurement. 1. A procuring entity shall limit any conditions for participation in a covered procurement to those conditions that ensure that a supplier has the legal and financial capacities and the commercial and technical abilities to fulfil the requirements of that procurement. 2. In establishing the conditions for participation, a procuring entity: (a) shall not impose the condition that, in order for a supplier to participate in a procurement, the supplier has previously been awarded one or more contracts by a procuring entity of a given Party or that the supplier has prior work experience in the territory of that Party, and (b) may require relevant prior experience if essential to meet the requirements of the procurement. 3. In assessing whether a supplier satisfies the conditions for participation, a procuring entity shall: (a) evaluate the financial capacity, the commercial and technical abilities, the regulatory compliance practices, and the corporate social responsibility (a)

practices of a supplier on the basis of that supplier’s business activities both inside and outside the territory of the Party of the procuring entity1, and (b) base its evaluation solely on the conditions that the procuring entity has specified in advance in notices or tender documentation. 4. If there is supporting evidence, a Party, including its procuring entities, may exclude a supplier on grounds such as: (a) bankruptcy or insolvency; (b) false declarations; (c) significant or persistent deficiencies in the performance of any substantive requirement or obligation under a prior contract or contracts; (d) final judgments in respect of serious crimes or other serious offences; (e) professional misconduct or actions or omissions pursuant to the laws of that Party, that adversely reflect on the commercial integrity of the supplier, or (f) failure to pay taxes. Registration Systems and Qualification Procedures 1. A Party, including its procuring entities, may maintain a supplier registration system under which interested suppliers are required to register and provide certain information and documentation. 2. No Party, including its procuring entities, shall: (a) adopt or apply any registration system or qualification procedure with the purpose or the effect of creating unnecessary obstacles to the participation of suppliers of the other Party in its procurement, or 1 For greater certainty, it is the responsibility of the supplier to provide accurate information, and the procuring entity may reasonably rely on information provided to it by the supplier.

(b) use such registration system or qualification procedure to prevent or delay the inclusion of suppliers of the other Party on a list of suppliers or prevent those suppliers from being considered for a particular procurement. Selective Tendering 3. If a procuring entity intends to use selective tendering, the procuring entity shall: (a) publish a notice of intended procurement that invites qualified suppliers to submit a request for participation in a covered procurement, and (b) include in the notice of intended procurement the information specified in Article 10.7.3(a), (b), (d), (g), (h), and (i). 4. The procuring entity shall: (a) publish the notice sufficiently in advance of the procurement to allow interested suppliers to request participation in the procurement; (b) provide, by the commencement of the time period for tendering, at least the information in Article 10.7.3 (c), (e), and (f) to the qualified suppliers , and (c) allow all qualified suppliers to submit a tender, unless the procuring entity stated in the notice of intended procurement a limitation on the number of suppliers that will be permitted to tender and the criteria or justification for selecting the limited number of suppliers. 5. If the tender documentation is not made publicly available from the date of publication of the notice referred to in paragraph 3, the procuring entity shall ensure that the tender documentation is made available at the same time to all the qualified suppliers selected in accordance with paragraph 4(c). Multi-Use Lists 6. A Party, including its procuring entities, may establish or maintain a multi-use list provided that it publishes annually, or otherwise makes continuously available by electronic means, a notice inviting interested suppliers to apply for inclusion on the list. The notice shall include: (a) a description of the goods and services, or categories thereof, for which the list may be used; (a)

(b) the conditions for participation to be satisfied by suppliers for inclusion on the list and the methods that the procuring entity or other government agency will use to verify a supplier’s satisfaction of those conditions; (c) the name and address of the procuring entity or other government agency and other information necessary to contact the procuring entity and to obtain all relevant documents relating to the list; (d) the period of validity of the list and the means for its renewal or termination or, if the period of validity is not provided, an indication of the method by which notice will be given of the termination of use of the list; (e) the deadline for submission of applications for inclusion on the list, if applicable, and (f) an indication that the list may be used for procurement covered by this Chapter, unless that indication is publicly available through information published pursuant to Article 10.6.2. 7. A Party, including its procuring entities, that establishes or maintains a multi-use list, shall include on the list, within a reasonable period of time, all suppliers that satisfy the conditions for participation set out in the notice referred to in paragraph 6. 8. If a supplier that is not included on a multi-use list submits a request for participation in a procurement based on the multi-use list and submits all required documents, within the time period referred to in Article 10.14.2, a procuring entity shall examine the request. The procuring entity shall not exclude the supplier from consideration in respect of the procurement unless the procuring entity is not able to complete the examination of the request within the time period allowed for the submission of tenders. Information on Procuring Entity Decisions 9. A procuring entity or other entity of a Party shall promptly inform any supplier that submits a request for participation in a procurement or application for inclusion on a multi- use list of the decision with respect to the request or application. 10. If a procuring entity or other entity of a Party rejects a supplier’s request for participation or application for inclusion on a multi-use list, ceases to recognize a supplier as qualified, or removes a supplier from a multi-use list, the entity shall promptly inform the supplier and on request of the supplier, promptly provide the supplier with a written explanation of the reason for its decision. 1.

1. Subject to paragraph 2 and provided that it does not use this provision for the purpose of avoiding competition between suppliers, to protect domestic suppliers, or in a manner that discriminates against suppliers of the other Party, a procuring entity may use limited tendering. 2. If a procuring entity uses limited tendering, it may choose, according to the nature of the procurement, not to apply Article 10.7, Article 10.8, Article 10.9, Article 10.11, Article 10.12, Article 10.13, Article 10.14, or Article 10.15. A procuring entity may use limited tendering only under the following circumstances: (a) if, in response to a prior notice, invitation to participate, or invitation to tender: (i) no tenders were submitted or no suppliers requested participation; (ii) no tenders were submitted that conform to the essential requirements in the tender documentation; (iii) no suppliers satisfied the conditions for participation, or (iv) the tenders submitted were collusive, provided that the procuring entity does not substantially modify the essential requirements set out in the notices or tender documentation; (b) if the good or service can be supplied only by a particular supplier and no reasonable alternative or substitute good or service exists for any of the following reasons: (i) the requirement is for a work of art; (ii) the protection of patents, copyrights, or other exclusive rights, or (iii) due to an absence of competition for technical reasons; (c) for additional deliveries by the original supplier or its authorised agents, of goods or services that were not included in the initial procurement if a change of supplier for such additional goods or services: (i) cannot be made for technical reasons such as requirements of interchangeability or interoperability with existing equipment, software, services, or installations procured under the initial (i)

procurement, or due to conditions under original supplier warranties, and (ii) would cause significant inconvenience or substantial duplication of costs for the procuring entity; (d) for a good purchased on a commodity market or exchange; (e) if a procuring entity procures a prototype or a first good or service that is intended for limited trial or that is developed at its request in the course of, and for, a particular contract for research, experiment, study, or original development. Original development of a prototype or a first good or service may include limited production or supply in order to incorporate the results of field testing and to demonstrate that the prototype or the first good or service is suitable for production or supply in quantity to acceptable quality standards, but does not include quantity production or supply to establish commercial viability or to recover research and development costs. Subsequent procurements of these newly developed goods or services, however, shall be subject to this Chapter; (f) if additional services that were not included in the initial contract but that were within the objectives of the original tender documentation have, due to unforeseeable circumstances, become necessary to complete the construction services described therein. However, the total value of contracts awarded for additional services may not exceed 50 per cent of the value of the initial contract; (g) for purchases made under exceptionally advantageous conditions that only arise in the very short term, such as from unusual disposals, liquidation, bankruptcy, or receivership, but not for routine purchases from regular suppliers; (h) if a contract is awarded to the winner of a design contest, provided that: (i) the contest has been organised in a manner that is consistent with this Chapter, and (ii) the contest is judged by an independent jury with a view to award a design contract to the winner, or (i) in so far as is strictly necessary if, for reasons of extreme urgency brought about by events unforeseeable by the procuring entity, the good or service could not be obtained in time by means of open or selective tendering.

3. For each contract awarded in accordance with paragraph 2, a procuring entity shall prepare a report in writing, or maintain a record, that includes the name of the procuring entity, the value and kind of good or service procured, and a statement that indicates the circumstances and conditions described in paragraph 2 that justified the use of limited tendering. 1. A Party may provide for its procuring entities to conduct negotiations in the context of covered procurement if: (a) the negotiations are conducted by an objective and transparent procedure, ensuring the fair competition between suppliers; (b) the procuring entity has indicated its intent to conduct negotiations in the notice of intended procurement required under Article 10.7; (c) it appears from the evaluation that no tender is obviously the most advantageous in terms of the specific evaluation criteria set out in the notice of intended procurement or tender documentation; (d) there is a need to clarify the terms and conditions, or (e) all bids exceed the allocated prices provided for in the procuring entity’s budget. 2. A procuring entity shall: (a) ensure that any elimination of suppliers participating in negotiations is carried out in accordance with the evaluation criteria set out in the notice of intended procurement or tender documentation, and (b) when negotiations are concluded, provide a common deadline for the remaining participating suppliers to submit any new or revised tenders. 1. A procuring entity shall not prepare, adopt, or apply any technical specification or prescribe any conformity assessment procedure with the purpose or effect of creating an unnecessary obstacle to trade between the Parties. 1.

2. In prescribing the technical specifications for the good or service being procured, a procuring entity shall, if appropriate: (a) set out the technical specifications in terms of performance and functional requirements, rather than design or descriptive characteristics, and (b) base the technical specifications on international standards, if these exist; otherwise, on national technical regulations, recognised national standards or building codes. 3. A procuring entity shall not prescribe technical specifications that require or refer to a particular trademark or trade name, patent, copyright, design, type, specific origin, producer, or supplier, unless there is no other sufficiently precise or intelligible way of describing the procurement requirements and provided that, in these cases, the procuring entity includes words such as “or equivalent” in the tender documentation. 4. A procuring entity shall not seek or accept, in a manner that would have the effect of precluding competition, advice that may be used in the preparation or adoption of any technical specification for a specific procurement from a person that may have a commercial interest in the procurement. 5. For greater certainty, a procuring entity may conduct market research in developing specifications for a particular procurement. 6. For greater certainty, this Article is not intended to preclude a procuring entity from preparing, adopting, or applying technical specifications to promote the conservation of natural resources or the protection of the environment. 7. For greater certainty, this Chapter is not intended to preclude a Party, or its procuring entities, from preparing, adopting, or applying technical specifications required to protect sensitive government information, including specifications that may affect or limit the storage, hosting, or processing of such information outside the territory of the Party. 1. A procuring entity shall promptly make available or provide on request to any interested supplier tender documentation that includes all information necessary to permit the supplier to prepare and submit a responsive tender. Unless already provided in the notice of intended procurement, that tender documentation shall include a complete description of: 1.

(a) the procurement, including the nature, scope and, if known, the quantity of the good or service to be procured or, if the quantity is not known, the estimated quantity and any requirements to be fulfilled, including any technical specifications, conformity certification, plans, drawings, or instructional materials; (b) any conditions for participation, including any financial guarantees, information, and documents that suppliers are required to submit; (c) all criteria to be considered in the awarding of the contract and the relative importance of those criteria; (d) if there will be a public opening of tenders, the date, time, and place for the opening; (e) any other terms or conditions relevant to the evaluation of tenders, and (f) any date for delivery of a good or supply of a service. 2. To the extent possible, a procuring entity should make relevant tender documentation publicly available through electronic means or a computer-based telecommunications network openly accessible to all suppliers. 3. In establishing any date for the delivery of a good or the supply of a service being procured, a procuring entity shall take into account factors such as the complexity of the procurement. 4. A procuring entity shall promptly reply to any reasonable request for relevant information by an interested or participating supplier, provided that the information does not give that supplier an advantage over other suppliers. Modifications 5. If a procuring entity may modify, pursuant to the laws of each Party, the criteria or requirements set out in the notice of intended procurement or tender documentation provided to participating suppliers, or amend or reissue a notice or tender documentation, it shall transmit in writing all such modifications or amended or re-issued notice or tender documentation: (a) to all suppliers that are participating in the procurement at the time of the modification, amendment, or re-issuance, if those suppliers are known to the procuring entity, and in all other cases, in the same manner as the original information was made available, and (a)

(b) in adequate time to allow those suppliers to modify and re-submit their initial tender, if appropriate. 1. A procuring entity shall, consistent with its own reasonable needs, provide sufficient time for a supplier to prepare and submit a request for participation and a responsive tender, taking into account factors such as: (a) the nature and complexity of the procurement; (b) the extent of subcontracting anticipated, and (c) whether tenders can be received by electronic means. 2. The time periods for procurement in each Party shall be in accordance with Section G of each Party’s Schedule set out in Annex 10. Treatment of Tenders 1. A procuring entity shall receive, open and treat all tenders under procedures that guarantee the fairness and impartiality of the procurement process and the confidentiality of tenders. 2. If the tender of a supplier is received after the time specified for receiving tenders, the procuring entity shall not penalize that supplier if the delay is due solely to the mishandling on the part of the procuring entity. 3. If a procuring entity provides a supplier with an opportunity to correct unintentional errors of form between the opening of tenders and the awarding of the contract, the procuring entity shall provide the same opportunity to all participating suppliers. Awarding of Contracts 4. To be considered for an award, a tender shall be submitted in writing and shall, at the time of opening, comply with the essential requirements set out in the notice and tender documentation and be submitted by a supplier who satisfies the conditions for participation. 1.

5. Unless a procuring entity determines that it is not in the public interest to award a contract, it shall award the contract to the supplier that the procuring entity has determined to be fully capable of fulfilling the terms of the contract and that, based solely on the evaluation criteria specified in the notice and tender documentation, submits: (a) the most advantageous tender, or (b) if price is the sole criterion, the lowest price. 6. In a manner consistent with the provisions of this Chapter, a procuring entity may require a supplier to comply with general terms and conditions of the tender documentation in accordance with the terms of the contract. 7. If a procuring entity received a tender with a price that is abnormally lower than the prices in other tenders submitted, it may verify with the supplier that it satisfies the conditions for participation and is capable of fulfilling the terms of the contract. 8. A procuring entity shall not use options, cancel a covered procurement, or modify or terminate awarded contracts in order to avoid the obligations of this Chapter. Information Provided to Suppliers 1. A procuring entity shall promptly inform suppliers that have submitted a tender of the contract award decision. The procuring entity may do so in writing or through the prompt publication of the notice in paragraph 3, provided that the notice includes the date of award. If a supplier has requested the information in writing, the procuring entity shall provide it in writing. 2. Subject to Article 10.17, a procuring entity shall, on request, provide an unsuccessful supplier with an explanation of the reasons why the procuring entity did not select the unsuccessful supplier’s tender or an explanation of the relative advantages of the successful supplier’s tender. Maintenance of Records 3. A procuring entity shall maintain the documentation, records and reports relating to tendering procedures and contract awards for covered procurement, including the records and reports provided for in Article 10.10.3, for at least three years after the award of a contract. 1.

Provision of Information to Parties 1. On request of the other Party, a Party shall provide promptly information sufficient to demonstrate whether a procurement was conducted fairly, impartially and in accordance with this Chapter, including, if applicable, information on the characteristics and relative advantages of the successful tender, without disclosing confidential information. The Party that receives the information shall not disclose it to any supplier, except after consulting with, and obtaining the agreement of, the Party that provided the information. Non-Disclosure of Information 2. Notwithstanding any other provision of this Chapter, a Party, including its procuring entities, shall not, except to the extent required by law or with the written authorisation of the supplier that provided the information, disclose information that would prejudice legitimate commercial interests of a particular supplier or that might prejudice fair competition between suppliers. 3. Nothing in this Chapter shall be construed to require a Party, including its procuring entities, authorities, and review bodies, to disclose confidential information if that disclosure: (a) would impede law enforcement; (b) might prejudice fair competition between suppliers; (c) would prejudice the legitimate commercial interests of particular persons, including the protection of intellectual property, or (d) would otherwise be contrary to the public interest. Each Party shall ensure that criminal or administrative measures exist to address corruption in its government procurement. These measures may include procedures to render ineligible for participation in the Party’s procurements, either indefinitely or for a stated period of time, suppliers that the Party has determined to have engaged in fraudulent or other illegal actions in relation to government procurement in the Party’s territory. Each Party shall also ensure that it has in place policies and procedures to eliminate to the extent possible or manage any potential conflict of interest on the part of those engaged in or having influence over a procurement.

1. Each Party shall maintain, establish, or designate at least one impartial administrative or judicial authority (review authority) that is independent of its procuring entities to review, in a non-discriminatory, timely, transparent, and effective manner, a challenge or complaint (complaint) by a supplier that there has been: (a) a breach of this Chapter, or (b) if the supplier does not have a right to directly challenge a breach of this Chapter under the law of a Party, a failure of a procuring entity to comply with the Party’s measures implementing this Chapter, arising in the context of a covered procurement, in which the supplier has, or had, an interest. The procedural rules for these complaints shall be in writing and made generally available. 2. In the event of a complaint by a supplier, arising in the context of covered procurement in which the supplier has, or had, an interest, that there has been a breach or a failure as referred to in paragraph 1, the Party of the procuring entity conducting the procurement shall encourage, if appropriate, the procuring entity and the supplier to seek resolution of the complaint through consultations. The procuring entity shall accord impartial and timely consideration to the complaint in a manner that is not prejudicial to the supplier’s participation in ongoing or future procurement or to its right to seek corrective measures under the administrative or judicial review procedure. Each Party shall make information on its complaint mechanisms generally available. 3. If a body other than the review authority initially reviews a complaint, a Party shall ensure that the supplier may appeal the initial decision to the review authority that is independent of the procuring entity that is the subject of the complaint. 4. If the review authority has determined that there has been a breach or a failure as referred to in paragraph 1, a Party may limit compensation for the loss or damages suffered to either the costs reasonably incurred in the preparation of the tender or in bringing the complaint, or both. 5. Each Party shall ensure that, if the review authority is not a court, its review procedures are conducted in accordance with the following procedures: (a) a supplier shall be allowed sufficient time to prepare and submit a complaint in writing, which in no case shall be less than 10 days from the time when the basis of the complaint became known or reasonably should have become known to the supplier; (a)

(b) a procuring entity shall respond in writing to a supplier’s complaint and provide all relevant documents to the review authority; (c) a supplier that initiates a complaint shall be provided an opportunity to reply to the procuring entity’s response before the review authority takes a decision on the complaint, and (d) the review authority shall provide its decision on a supplier’s complaint in a timely manner, in writing, with an explanation of the basis for the decision. 6. Each Party shall adopt or maintain procedures that provide for: (a) prompt interim measures, pending the resolution of a complaint, to preserve the supplier’s opportunity to participate in the procurement and to ensure that the procuring entities of the Party comply with its measures implementing this Chapter, and (b) corrective action that may include compensation under paragraph 4. The procedures may provide that overriding adverse consequences for the interests concerned, including the public interest, may be taken into account when deciding whether those measures should be applied. Just cause for not acting shall be provided in writing. 1. A Party shall notify any proposed modification or rectification (modification) to its Schedule set out in Annex 10 by delivering a notice in writing to the other Party. A Party shall provide compensatory adjustments for a change in coverage if necessary to maintain a level of coverage comparable to the coverage that existed prior to the modification. The Party may include the offer of compensatory adjustment in its notice. 2. A Party is not required to provide compensatory adjustments to the other Party if the proposed modification concerns one of the following: (a) a procuring entity over which the Party has effectively eliminated its control or influence in respect of covered procurement by that procuring entity, or (b) rectifications of a purely formal nature and minor modifications to its Schedule set out in Annex 10, such as: (i) changes in the name of a procuring entity; (i)

(ii) the merger of one or more procuring entities listed in its Schedule; (iii) the separation of a procuring entity listed in its Schedule into two or more procuring entities that are all added to the procuring entities listed in the same Section of the Annex, or (iv) changes in website references, and the other Party does not object under paragraph 3 on the basis that the proposed modification does not concern subparagraph (a) or (b). 3. If a Party considers that its rights under this Chapter are affected by a proposed modification that is notified under paragraph 1, it shall notify the other Party of any objection to the proposed modification within 45 days of the date of delivery of the notice. 4. If a Party objects to a proposed modification, including a modification regarding a procuring entity on the basis that government control or influence over the entity’s covered procurement has been effectively eliminated, that Party may request additional information, including information on the nature of any government control or influence, with a view to clarifying and reaching agreement on the proposed modification, including the procuring entity’s continued coverage under this Chapter. The modifying Party and the objecting Party shall make every attempt to resolve the objection through consultations. 5. The Joint Committee shall modify Annex 10 to reflect any agreed modification. 1. The Parties recognise the important contribution that SMEs can make to economic growth and employment and the importance of facilitating the participation of SMEs in government procurement. 2. If a Party maintains a measure that provides preferential treatment for SMEs, the Party shall ensure that the measure, including the criteria for eligibility, is transparent. 3. To facilitate participation by SMEs in covered procurement, each Party shall, to the extent possible and if appropriate: (a) provide comprehensive procurement-related information that includes a definition of SMEs in a single electronic portal; (b) endeavour to make all tender documentation available free of charge; (a)

(c) conduct procurement by electronic means or through other new information and communication technologies, and (d) consider the size, design, and structure of the procurement, including the use of subcontracting by SMEs. In order to improve market access to each Party’s procurement market, each Party shall, to extent practicable, make available in English the publications required under Article 10.6, including the publications listed in Section G of each Party’s Schedule set out in Annex 10. If so agreed by the Parties, they shall review the operation of this Chapter no later than two years after the date of entry into force of this Agreement. Upon request of a Party, the Parties may enter into negotiations with a view to improving market access coverage under this Chapter.

CHAPTER 11 INTELLECTUAL PROPERTY Section A: General Provisions Article 11.1: Definition For the purposes of this Chapter: intellectual property refers to: (a) copyright, including copyright in computer programmes and in databases, and related rights; (b) patents and utility models; (c) trademarks; (d) industrial designs; (e) layout-designs (topographies) of integrated circuits; (f) geographical indications, and (g) protection of undisclosed information. Article 11.2: Objectives The protection and enforcement of intellectual property rights should contribute to the promotion of trade, investment, technological innovation and to the transfer and dissemination of technology, to the mutual advantage of producers and users of technological knowledge and in a manner conducive to social and economic welfare, and to a balance of rights and obligations. Article 11.3: Abuse of Intellectual Property Rights Nothing in this Chapter shall prevent a Party from adopting appropriate measures to prevent the abuse of intellectual property rights by right holders or to resort to practices that

unreasonably restrain trade or adversely affect the international transfer of technology, provided that such measures are consistent with this Agreement. Article 11.4: Protection and Enforcement of Intellectual Property Rights 1. Each Party shall determine the appropriate method of enforcing this Chapter within its own legal system and practice. 2. A Party may provide, within its own legal system and practice, for a more extensive protection or enforcement of intellectual property rights than as required by this Chapter, provided that such protection or enforcement is consistent with this Chapter. Article 11.5: International Agreements The Parties affirm their rights and obligations under the following multilateral agreements: (a) Patent Cooperation Treaty of 19 June 1970, as revised by the Washington Act of 2001 (“Patent Cooperation Treaty”); (b) Paris Convention of 20 March 1883 for the Protection of Industrial Property, as revised by the Stockholm Act of 1967 (“Paris Convention”); (c) Berne Convention of 9 September 1886 for the Protection of Literary and Artistic Works, as revised by the Paris Act of 1971 (“Berne Convention”); (d) Madrid Protocol of 27 June 1989 relating to the Madrid Agreement concerning the International Registration of Marks (“Madrid Protocol”); (e) WIPO Performances and Phonogram Treaty of 20 December 1996 (“WPPT”); (f) Rome Convention of 26 October 1961 for the Protection of Performers, Producers of Phonograms and Broadcasting Organisations (“Rome Convention”); (g) WIPO Copyright Treaty of 20 December 1996 (“WCT”); (h) Budapest Treaty of 28 April 1977 on the International Recognition of the Deposit of Microorganisms for the Purposes of Patent Procedure (“Budapest Treaty”); (a)

(i) Marrakesh Treaty to Facilitate Access to Published Works for Persons Who Are Blind, Visually Impaired or Otherwise Print Disabled, adopted on 27 June 2013, and (j) TRIPS Agreement. Article 11.6: Intellectual Property and Public Health 1. A Party may, in formulating or amending its laws and regulations, adopt measures necessary to protect public health and nutrition, and to promote the public interest in sectors of vital importance to their socio-economic and technological development, provided that such measures are consistent with the provisions of this Chapter. 2. The Parties recognise the principles established in the Declaration on the TRIPS Agreement and Public Health adopted on 14 November 2001 (hereinafter referred to as the “Doha Declaration”) by the Ministerial Conference of the WTO and confirm that this Chapter is without prejudice to the Doha Declaration. Article 11.7: National Treatment 1. In respect of all categories of intellectual property covered in this Chapter, each Party shall accord to nationals of the other Party treatment no less favourable than it accords to its own nationals with regard to the protection of intellectual property rights. 2. Notwithstanding paragraph 1, with respect to secondary uses of phonograms by means of analog communications and free over-the-air broadcasting, a Party may limit the rights of the performers and producers of the other Party to the rights its persons are accorded within the jurisdiction of that other Party. 3. A Party may derogate from paragraph 1 in relation to its judicial and administrative procedures, including requiring a national of the other Party to designate an address for service of process in its territory, or to appoint an agent in its territory, provided that such derogation is: (a) necessary to secure compliance with laws or regulations that are not inconsistent with this Chapter, and (b) not applied in a manner that would constitute a disguised restriction on trade. (a)

4. Paragraph 1 does not apply to procedures provided in multilateral agreements concluded under the auspices of WIPO relating to the acquisition or maintenance of intellectual property rights. Article 11.8: Transparency 1. Each Party shall endeavour, subject to its legal system and practice, to make information concerning application and registration of trademarks, geographical indications, industrial designs, patents and plant variety rights accessible for the general public. 2. The Parties also acknowledge the importance of informational materials, such as publicly accessible databases of registered intellectual property rights that assist in the identification of a subject matter that has fallen into the public domain. 3. Each Party may make available the information referred to in this Article in the English language. Article 11.9: Application of Chapter to Existing Subject Matter and Prior Acts 1. Unless otherwise provided, this Chapter shall apply in respect of all subject matters existing at the date of entry into force of this Agreement and that is protected on that date in the territory of a Party where protection is claimed, or that meets or comes subsequently to meet the criteria for protection under this Chapter without unreasonably impairing the fair interest of non-Parties. 2. Unless otherwise provided in this Chapter, a Party shall not be required to restore protection to a subject matter that, on the date of entry into force of this Agreement for that Party, has fallen into the public domain in its territory. 3. This Chapter shall not apply to acts that occurred before the date of entry into force of this Agreement. Article 11.10: Exhaustion of Intellectual Property Rights Nothing in this Agreement prevents a Party from determining whether or under what conditions the exhaustion of intellectual property rights applies under its legal system.

Section B: Cooperation Article 11.11: Cooperation Activities and Initiatives The Parties shall endeavour to cooperate on a subject matter covered by this Chapter, such as through appropriate coordination, training, and exchange of information between the respective intellectual property offices of the Parties, or other institutions, as determined by each Party. Cooperation activities and initiatives undertaken under this Chapter shall be subject to the availability of resources and on request, and on terms and conditions mutually agreed upon between the Parties. Cooperation may cover areas such as: (a) developments in domestic and international intellectual property policy; (b) intellectual property administration and registration systems; (c) education and awareness relating to intellectual property; (d) intellectual property issues relevant to: (i) small and medium-sized enterprises; (ii) science, technology and innovation activities; (iii) the generation, transfer and dissemination of technology, and (iv) empowering women and youth; (e) policies involving the use of intellectual property for research, innovation and economic growth; (f) implementation of multilateral intellectual property agreements, such as those concluded or administered under the auspices of WIPO; (g) capacity-building; (h) enforcement of intellectual property rights, and (i) other activities and initiatives as may be determined by the Parties. (a)

Article 11.12: Patent Cooperation 1. The Parties recognise the importance of improving the quality and efficiency of their respective patent registration systems, as well as simplifying and streamlining the procedures and processes of their respective patent offices for the benefit of all users of the patent system and the public as a whole. 2. Further to paragraph 1, the Parties shall endeavour to cooperate among their respective patent offices to facilitate the sharing and use of search and examination work. This cooperation may include: (a) making search and examination results available to the patent office of the other Party, and (b) exchanging information on quality assurance systems and quality standards relating to patent examination. 3. In order to reduce the complexity and cost of obtaining the grant of a patent, the Parties shall endeavour to cooperate to reduce differences in the procedures and processes of their respective patent offices. Section C: Trademarks Article 11.13: Types of Signs Registrable as Trademarks A Party shall not require, as a condition of registration, that a sign be visually perceptible, or deny the registration of a trademark only on the ground that the sign of which it is composed is a sound. Additionally, each Party shall make best efforts to register scent marks. A Party may require a concise and accurate description, or graphical representation, or both, as applicable, of the trademark. Article 11.14: Collective and Certification Marks Each Party shall provide that trademarks include collective marks and certification marks. A Party may treat certification marks as a separate category in its law, provided that

those marks are protected. Each Party shall also provide that signs that may serve as geographical indications are capable of protection under its trademark system.1 Article 11.15: Use of Identical or Similar Signs Each Party shall provide that the owner of a registered trademark has the exclusive right to prevent third parties, that do not have the owner’s consent, from using identical or similar signs, in the course of trade, for goods or services that are related to those goods or services in respect of which the owner’s trademark is registered, where such use would result in a likelihood of confusion. In the case of the use of an identical sign for identical goods or services, a likelihood of confusion shall be presumed. Article 11.16: Exceptions A Party may provide limited exceptions to the rights conferred by a trademark, such as fair use of descriptive terms, provided that those exceptions take account of the legitimate interest of the owner of the trademark and of third parties. Article 11.17: Well-Known Trademarks 1. A Party shall not require as a condition for determining that a trademark is well- known that the trademark has been registered in that Party or in another jurisdiction, included on a list of well-known trademarks, or given prior recognition as a well-known trademark. 2. Article 6bis of the Paris Convention shall apply, mutatis mutandis, to goods or services that are not identical or similar to those identified by a well-known trademark,2 whether registered or not, provided that the use of that trademark in relation to those goods or services indicates a connection between those goods or services and the owner of the trademark, and provided that the interests of the owner of the trademark are likely to be damaged by such use. 2. Each Party recognises the importance of the Joint Recommendation Concerning Provisions on the Protection of Well-Known Marks as adopted by the Assembly of the Paris Union for the Protection of Industrial Property and the General Assembly of WIPO at the 1 Consistent with the definition of a geographical indication in Article 11.25, any sign or combination of signs shall be eligible for protection under one or more of the legal means for protecting geographical indications, or a combination of such means. 2 In determining whether a trademark is well-known in a Party, that Party shall not require that the reputation of the trademark extend beyond the sector of the public that normally deals with the relevant goods or services.

Thirty-Fourth Series of Meetings of the Assemblies of the Member States of WIPO of 20 to 29 September 1999. 4. Each Party shall provide for appropriate measures to refuse the application or cancel the registration and prohibit the use of a trademark that is identical or similar to a well-known trademark3, for identical or similar goods or services, if the use of that trademark is likely to cause confusion with the prior well-known trademark. A Party may also provide such measures including in cases in which the subsequent trademark is likely to deceive. Article 11.18: Procedural Aspects of Examination, Opposition and Cancellation Each Party shall provide a system for the examination and registration of trademarks which shall, among others: (a) communicate to the applicant, in writing, the reasons for any refusal to register a trademark; this communication may be provided by electronic means; (b) provide to the applicant with an opportunity to respond to communications from the competent authorities, to contest any initial refusal, and to make a judicial appeal of any final refusal to register a trademark; (c) provide an opportunity to oppose the registration of a trademark or to seek cancellation of a trademark, and (d) require administrative decisions in opposition and cancellation proceedings to be reasoned and in writing; these decisions may be provided by electronic means. Article 11.19: Electronic Trademarks System Each Party shall provide: (a) a system for the electronic application for, and maintenance of, trademarks, and (b) a publicly available electronic information system, including an online database, of trademark applications and of registered trademarks. 3 The Parties understand that a well-known trademark is one that was already well-known before, as determined by a Party, the application for, registration of or use of the first-mentioned trademark.

Article 11.20: Classification of Goods and Services Each Party shall adopt or maintain a trademark classification system that is consistent with the Nice Agreement Concerning the International Classification of Goods and Services for the Purposes of the Registration of Marks, done at Nice, 15 June 1957, as revised and amended (“Nice Classification”). Such system shall provide that: (a) registrations and the publications of applications indicate the goods and services by their names, grouped according to the classes established by the Nice Classification;4 and (b) goods or services may not be considered as being similar to each other on the ground that, in any registration or publication, they are classified in the same class of the Nice Classification. Conversely, each Party shall provide that goods or services may not be considered as being dissimilar from each other on the ground that, in any registration or publication, they are classified in different classes of the Nice Classification. Article 11.21: Term of Protection for Trademarks Each Party shall provide that initial registration and each renewal of registration of a trademark shall be for a term of no less than 10 years. Article 11.22: Non-Recordal of a License A Party shall not require recordal of trademark licenses: (a) to establish the validity of the license, or (b) as a condition for the use of a trademark by a licensee to be deemed to constitute use by the holder in a proceeding that relates to the acquisition, maintenance or enforcement of trademarks. 4 A Party that relies on translations of the Nice Classification shall follow updated versions of the Nice Classification to the extent that official translations have been issued and published.

Article 11.23: Domain Names 1. In connection with each Party’s system for the management of its country-code top- level domain (“ccTLD”) domain names, the following shall be available: (a) an appropriate procedure for the settlement of disputes, based on, or modelled along the same lines as, the principles established in the Uniform Domain- Name Dispute-Resolution Policy, as approved by the Internet Corporation for Assigned Names and Numbers (“ICANN”) or that: (i) is designed to resolve disputes expeditiously and at low cost; (ii) is fair and equitable; (iii) is not overly burdensome, and (iv) does not preclude resort to judicial proceedings, and (b) online public access to a reliable and accurate database of contact information concerning domain name registrants, in accordance with each Party’s law and, if applicable, relevant administrator policies regarding the protection of privacy and personal data. 2. In connection with each Party’s system for the management of ccTLD domain names, appropriate remedies shall be available at least in cases in which a person registers or holds, with a bad faith intent to profit, a domain name that is identical or confusingly similar to a trademark. Section D: Country Names Article 11.24: Country Names Each Party shall provide the legal means for interested persons to prevent commercial use of the country name of a Party in relation to a good in a manner that misleads consumers as to the origin of that good.

Section E: Geographical Indications Article 11.25: Recognition of Geographical Indications 1. Geographical indication means an indication that identifies a good as originating in the territory of a Party, or a region or locality in that territory, where a given quality, reputation or other characteristic of the good is essentially attributable to its geographical origin. 2. The Parties recognise that geographical indications may be protected through a trademark or sui generis system or other legal means. Article 11.26: Administrative Procedures for the Protection of Geographical Indications If a Party provides administrative procedures for the protection or recognition of geographical indications, whether through a trademark or a sui generis system, that Party shall, with respect to applications for that protection or petitions, ensure that its laws and regulations governing the filing of those applications or petitions are readily available to the public and clearly set out the procedures for these actions. Article 11.27: Date of Protection of a Geographical Indication If a Party grants protection or recognition to a geographical indication, that protection or recognition shall commence no earlier than on the date of the filing5 in the Party or the date of registration in the Party, as applicable. Section F: Patent6 Article 11.28: Grace Period Each Party shall disregard at least information contained in public disclosures used to determine if an invention is novel or has an inventive step, if such disclosure: 5 For greater certainty, the “date of the filing” referred to in this Article includes, as applicable, the priority date of filing under the Paris Convention. 6 For greater certainty, a patent may include utility model in accordance with the laws and regulations of a Party.

(a) was made by the patent applicant or by a person that obtained the information directly or indirectly from the patent applicant, and (b) occurred within 12 months prior to the date of the filing of the application in the territory of the Party. Article 11.29: Procedural Aspects of Examination, Opposition and Invalidation of Certain Registered Patent Each Party shall provide a system for the examination and registration of patents which shall, among others: (a) communicate to the applicant in writing, the reasons for any refusal to register a patent; this communication may be provided by electronic means; (b) provide to the applicant with an opportunity to respond to communications from the competent authorities, to contest any initial refusal, and to make a judicial appeal of any final refusal to register a patent; (c) provide interested parties with an opportunity to seek cancellation or invalidation of a registered patent, and, in addition, it may provide interested parties with an opportunity to oppose the registration of a patent, and (d) make decisions in opposition, cancellation, or invalidation proceedings to be reasoned and in writing; these decisions may be delivered by electronic means. Article 11.30: Amendments, Corrections, and Observations 1. Each Party shall provide to an applicant for a patent with at least one opportunity to make amendments, corrections or observations in connection with its application.7 2. Each Party may provide a right holder of a patent with opportunities to make amendments or corrections after registration, provided that such amendments or corrections 7 A Party may provide that such amendments do not go beyond the scope of the disclosure of the invention, as of the date of filing.

do not change or expand the scope of the patent right as a whole, in accordance with each Party’s laws and regulations.8 Article 11.31: Exceptions A Party may provide limited exceptions to the exclusive rights conferred by a patent, provided that such exceptions do not unreasonably conflict with a normal exploitation of the patent and do not unreasonably prejudice the legitimate interests of the right holder, taking account of the legitimate interests of third parties. Section G: Industrial Design Article 11.32: Grace Period Each Party shall disregard at least information contained in public disclosures used to determine if a design is new or original, if such disclosure: (a) was made by the designer, applicant or by a person that obtained the information directly or indirectly from the designer or applicant, and (b) occurred within at least 12 months prior to the date of the filing of the application in the territory of that Party. Article 11.33: Procedural Aspects of Examination, Opposition and Invalidation of Certain Registered Industrial Design Each Party shall provide a system for the examination and registration of industrial designs which shall, among others: (a) communicate to the applicant in writing, the reasons for any refusal to register industrial design; this communication may be by electronic means; (b) provide to the applicant with an opportunity to respond to communications from the competent authorities, to contest any initial refusal, and to make a judicial appeal of any final refusal to register industrial design; 8 It is understood that the amendments or corrections which do not change or expand the scope of the right means that the scope of the patent right stays the same as before or reduced.

(c) provide an opportunity for interested parties to seek cancellation or invalidation of a registered industrial design, and in addition, may provide an opportunity for interested parties to oppose the registration of industrial design in accordance with its laws and regulations, and (d) make decisions in opposition, cancellation, or invalidation proceedings to be reasoned and in writing; these decisions may be delivered by electronic means. Article 11.34: Amendments, Corrections and Observations 1. Each Party shall provide an applicant for industrial design with at least one opportunity to make amendments, corrections or observations in connection with its application. 9 3. Each Party may provide a right holder of industrial design with opportunities to make amendments or corrections after registration, provided that such amendments or corrections do not change or expand the scope of the industrial design as a whole, in accordance with each Party’s laws and regulations. 10 Article 11.35: Industrial Design Protection 1. The Parties shall ensure that the requirements for securing or enforcing registered industrial design protection do not unreasonably impair the opportunity to obtain or enforce such protection. 2. The duration of protection available for registered industrial designs shall amount to at least 15 years from the date of filing. Article 11.36: Exceptions A Party may provide limited exceptions to the exclusive rights conferred by an industrial design, provided that such exceptions do not unreasonably conflict with a normal exploitation of the industrial design and do not unreasonably prejudice the legitimate interests of the right holder, taking account of the legitimate interests of third parties. 9 A Party may provide that such amendments do not go beyond the scope of the disclosure of the industrial design, as of the date of filing. 10 It is understood that the amendments or corrections which do not change or expand the scope of the right means that the scope of the industrial design stays the same as before or reduced.

Section H: Copyright and Related Rights Article 11.37: Definitions For the purposes of Articles 11.38 and 11.40 through 11.48, with respect to performers and producers of phonograms: broadcasting means the transmission by wireless means for public reception of sounds or of images and sounds or of the representations thereof; such transmission, by satellite is also “broadcasting”; the transmission of encrypted signals is broadcasting if the means for decrypting are provided to the public by the broadcasting organisation or with its consent; communication to the public of a performance or a phonogram means the transmission to the public by any medium, other than by broadcasting, of sounds of a performance or the sounds or the representations of sounds fixed in a phonogram; fixation means the embodiment of sounds, or of the representations thereof, from which they can be perceived, reproduced, or communicated through a device; performance means a performance fixed in a phonogram unless otherwise specified; performers means actors, singers, musicians, dancers, and other persons who act, sing, deliver, declaim, play in, interpret, or otherwise perform literary or artistic works or expressions of folklore; phonogram means the fixation of the sounds of a performance or of other sounds, or of a representation of sounds, other than in the form of a fixation incorporated in a cinematographic or other audio-visual work; producer of a phonogram means a person that takes the initiative and has the responsibility for the first fixation of the sounds of a performance or other sounds, or the representations of sounds; publication of a performance or phonogram means the offering of copies of the performance or the phonogram to the public, with the consent of the right holder, provided that such copies are offered to the public in a reasonable quantity, and right to authorise or prohibit refers to exclusive rights with respect to copyright and related rights.

Article 11.38: Right of Reproduction Each Party shall provide11 to authors, performers and producers of phonograms12 the exclusive right to authorise or prohibit all reproduction of their works, performances or phonograms in any manner or form, including in electronic form. Article 11.39: Right of Communication to the Public Without prejudice to Article 11(1)(ii), Article 11bis(1)(i) and (ii), Article 11ter(1)(ii), Article 14(1)(ii), and Article 14bis(1) of the Berne Convention, each Party shall provide to authors the exclusive right to authorise or prohibit the communication to the public of their works, by wire or wireless means, including the making available to the public of their works in such a way that members of the public may access these works from a place and at a time individually chosen by them.13 Article 11.40: Right of Distribution Each Party shall provide to authors, performers and producers of phonograms the exclusive right to authorise or prohibit the making available to the public of the original and copies14 of their works, performances and phonograms through sale or other transfer of ownership. Article 11.41: Related Rights 1. Each Party shall accord the rights provided for in this Chapter with respect to performers and producers of phonograms to: 11 For greater certainty, the Parties understand that it is a matter for each Party’s law to prescribe that works, performances or phonograms in general or any specified categories of works, performances and phonograms are not protected by copyright or related rights, unless the work, performance or phonogram has been fixed in some material form. 12 References to “authors, performers, and producers of phonograms” refer also to any of their successors in interest. 13 The Parties understand that the mere provision of physical facilities for enabling or making a communication does not in itself amount to communication within the meaning of this Chapter or the Berne Convention. The Parties further understand that nothing in this Article precludes a Party from applying Article 11bis(2) of the Berne Convention. 14 The expressions “copies” and “original and copies”, that are subject to the right of distribution in this Article, refer exclusively to fixed copies that can be put into circulation as tangible objects.

(a) performers and producers of phonograms that are nationals 15 of the other Party, and (b) performances or phonograms first published or first fixed16 in the territory of the other Party. 17 A performance or phonogram shall be considered first published in the territory of a Party if it is published in the territory of that Party within 30 days of its original publication. 2. Each Party shall provide to performers the exclusive right to authorise or prohibit: (a) the broadcasting and communication to the public of their unfixed performances, unless the performance is already a broadcast performance, and (b) the fixation of their unfixed performances. 3. Each Party shall provide to performers and producers of phonograms the exclusive right to authorise or prohibit the broadcasting or any communication to the public of their performances or phonograms, by wire or wireless means,18, 19 and the making available to the public of those performances or phonograms in such a way that members of the public may access them from a place and at a time individually chosen by them. 4. Notwithstanding subparagraph 2(a) and Article 11.43, the application of the right referred to in subparagraph 2(a) to analog transmissions and non-interactive free over-the-air broadcasts, and exceptions or limitations to this right for those activities, is a matter of each Party’s law.20 15 For the purposes of determining the criteria for eligibility under this Article with respect to performers, a Party may treat “nationals” as those who would meet the criteria for eligibility under Article 3 of the WPPT. 16 For the purposes of this Article, fixation means the finalisation of the master tape or its equivalent. 17 For greater certainty, in this paragraph with respect to performances or phonograms first published or first fixed in the territory of a Party, a Party may apply the criterion of publication, or alternatively, the criterion of fixation, or both. For greater certainty, consistent with Article 11.7, each Party shall accord to performances and phonograms first published or first fixed in the territory of the other Party treatment no less favourable than it accords to performances or phonograms first published or first fixed in its own territory. 18 With respect to broadcasting and communication to the public, a Party may satisfy the obligation by applying Article 15(1) and Article 15(4) of the WPPT and may also apply Article 15(2) of the WPPT, provided that it is done in a manner consistent with that Party’s obligations under Article 11.7. 19 For greater certainty, the obligation under this paragraph does not include broadcasting or communication to the public, by wire or wireless means, of the sounds or representations of sounds fixed in a phonogram that are incorporated in a cinematographic or other audio-visual work. 20 For the purposes of this paragraph, the Parties understand that a Party may provide for the retransmission of non-interactive, free over-the-air broadcasts, provided that these retransmissions are lawfully permitted by that Party’s government communications authority; any entity engaging in these retransmissions complies with the

Article 11.42: Term of Protection for Copyright and Related Rights Each Party shall provide that in cases in which the term of protection of a work, performance or phonogram is to be calculated:21 (a) on the basis of the life of a natural person, the term shall be not less than the life of the author and at least 50 years after the author’s death,22 and (b) on a basis other than the life of a natural person, the term shall be: (i) not less than 50 years from the end of the calendar year of the first authorised publication23 of the work, performance or phonogram, or (ii) for anonymous and pseudonymous works including performance or phonogram, at least 50 years as of the beginning of the calendar year subsequent to the year in which such works have been first published or created. Article 11.43: Limitations and Exceptions 1. Each Party shall confine limitations or exceptions to exclusive rights to certain special cases that do not conflict with a normal exploitation of the work, performance or phonogram, and do not unreasonably prejudice the legitimate interests of the right holder. 2. Paragraph 1 is without prejudice to limitations and exceptions permitted by the TRIPS Agreement, the Berne Convention, the WCT or the WPPT. relevant rules, orders or regulations of that authority, and these retransmissions do not include those delivered and accessed over the Internet. For greater certainty, this understanding does not limit a Party’s ability to avail itself of this paragraph. 21 For greater certainty, in implementing this Article, nothing prevents a Party from promoting certainty for the legitimate use and exploitation of a work, performance or phonogram during its term of protection, consistent with Article 11.43 and that Party’s international obligations. 22 The Parties understand that if a Party provides its nationals a term of copyright protection that exceeds life of the author plus 50 years, nothing in this Article or Article 11.7 shall preclude that Party from applying Article 7(8) of the Berne Convention with respect to the term in excess of the term provided in this subparagraph of protection for works of another Party. 23 For greater certainty, for the purposes of paragraph (b), if a Party’s law provides for the calculation of term from fixation rather than from the first authorised publication, that Party may continue to calculate the term from fixation.

Article 11.44: Balance in Copyright and Related Rights Systems Each Party shall endeavour to achieve an appropriate balance in its copyright and related rights system, among others, by means of limitations or exceptions that are consistent with Article 11.43, including those for the digital environment, giving due consideration to legitimate purposes such as criticism; comment; news reporting; teaching, scholarship, research, and other similar purposes; and facilitating access to published works for persons who are blind, visually impaired or otherwise print disabled.24, 25 Article 11.45: Contractual Transfers Each Party shall provide that for copyright and related rights, any person acquiring or holding any economic right26 in a work, performance or phonogram: (a) may freely and separately transfer that right by contract, and (b) by virtue of contract, including contracts of employment underlying the creation of works, performances or phonograms, shall be able to exercise that right in that person’s own name and enjoy fully the benefits derived from that right.27 Article 11.46: Obligations concerning Technological Protection Measures Each Party shall provide adequate legal protection and effective legal remedies against the circumvention of effective technological measures that are used by authors, performers, or producers of phonograms in connection with the exercise of their rights under this Section and that restrict acts, in respect of their works, performances, or phonograms, which are not authorised by the authors, the performers, or the producers of phonograms concerned or permitted by the laws and regulations of that Party. 24 As recognised by the Marrakesh Treaty to Facilitate Access to Published Works for Persons Who Are Blind, Visually Impaired, or Otherwise Print Disabled, done at Marrakesh, 27 June 2013 (“Marrakesh Treaty”). 25 For greater certainty, a use that has commercial aspects may in appropriate circumstances be considered to have a legitimate purpose under Article 11.43. 26 For greater certainty, this provision does not affect the exercise of moral rights. 27 Nothing in this Article affects a Party’s ability to establish: (a) which specific contracts underlying the creation of works, performances or phonograms shall, in the absence of a written agreement, result in a transfer of economic rights by operation of law, and (b) reasonable limits to protect the interests of the original right holders, taking into account the legitimate interests of the transferees.

Article 11.47: Obligations concerning Rights Management Information 1. Each Party shall provide adequate and effective legal remedies against any person knowingly performing any of the following acts, knowing or, with respect to civil remedies, having reasonable grounds to know, that it shall induce, enable, facilitate or conceal an infringement of any right or related right under this Section: (a) to remove or alter any electronic rights management information without authority, and (b) to distribute, import for distribution, broadcast or communicate to the public, without authority, works or copies of works knowing that electronic rights management information has been removed or altered without authority. 2. For the purposes of this Article, “rights management information” means information which identifies the work, the author of the work, the owner of any right in the work, or information about the terms and conditions of use of the work, and any numbers or codes that represent such information, when any of these items of information is attached to a copy of a work or appears in connection with the communication of a work to the public. Article 11.48: Collective Management The Parties recognise the role of collective management societies for copyright and related rights in collecting and distributing royalties based on practices that are fair, efficient, transparent and accountable, which may include appropriate record keeping and reporting mechanisms. Section I: Enforcement Article 11.49: General Obligation in Enforcement Each Party shall ensure that enforcement procedures as specified in this Section are available under its law so as to permit effective action against any act of infringement of intellectual property rights covered by this Chapter, including expeditious remedies to prevent infringements and remedies that constitute a deterrent to future infringements. These procedures shall be applied in such a manner as to avoid the creation of barriers to legitimate trade and to provide for safeguards against their abuse.

Article 11.50: Border Measures 1. Each Party shall, in conformity with its laws and regulations and the provisions of Part III, Section 4 of the TRIPS Agreement adopt or maintain procedures to enable a right holder, who has valid grounds for suspecting that the importations of counterfeit trademark or pirated copyright goods may take place, to lodge an application in writing with the competent authorities, in the Party in which the border measure procedures are applied, for the suspension by that Party’s customs authorities of the release into free circulation of such goods. 2. A Party may enable such an application to be made in respect of goods which involve other infringements of intellectual property rights, provided that the requirements of Part III, Section 4 of the TRIPS Agreement are met. A Party may also provide for corresponding procedures concerning the suspension by the customs authorities of the release of infringing goods destined for exportation from its territory in accordance with its laws and regulations. 1.

Chapter 12. INVESTMENT PROMOTION

Article 12.1. Scope

The Parties affirm their desire to promote an attractive investment climate with the aim of expanding trade in goods and services to foster sustainable development. The Parties shall take appropriate measures to encourage the flow of mutual investment between them and to secure favourable conditions for economic diversification and sustainable development.

Article 12.2. Objectives

The objectives of this Chapter are to:

(a) promote and enhance the flow of mutual investment between the Parties with the aim of contributing to economic diversification and sustainable development;

(b) monitor investment relations, to identify opportunities for expanding investment in a sustainable manner, and to identify issues relevant to investment that may be appropriate for negotiation in an appropriate forum;

(c) hold consultations on specific investment matters of interest to the Parties;

(d) work toward the enhancement of investment flows;

(e) identify obstacles to investment flows, and

(f) seek views of the private sector, among other actors, where appropriate, on matters related to the work of the UAE-Chile Council on Investment Promotion referred to in Article 12.3. 

Article 12.3. Council on Investment Promotion

1. In order to pursue the objectives of this Chapter, the Parties hereby establish the Chile-UAE Council on Investment Promotion (“Council”), which shall be composed of representatives of the Parties. (1) It shall be chaired by:

(a) for Chile, the Undersecretariat of International Economic Relations, and

(b) for the UAE, the Ministry of Finance.

2. The Council may establish working groups as the Parties deem necessary.

Article 12.4. Role of the Council

The Council shall meet at such times and venues as agreed by the Parties, but the Parties shall endeavour to meet no less than once per year. A Party may refer a specific investment matter to the Council by delivering a written request to the other Party that includes a description of the matter concerned. The Council shall take up the matter promptly after the request is delivered unless the requesting Party decides to postpone the discussion of the matter.

Article 12.5. Non-Application of Dispute Settlement

Neither Party shall have recourse to dispute settlement under Chapter 18 (Dispute Settlement) for any matter arising under this Chapter.

CHAPTER 13 GLOBAL VALUE CHAINS Article 13.1: General Provisions 1. The Parties acknowledge the importance of Global Value Chains (“GVCs”), as a means to modernize and broaden the bilateral economic relation between the Parties, and the relevance of the benefits of that economic relation of both Parties. 2. The Parties acknowledge that international trade and investment are engines of economic growth and must facilitate their companies’ internationalization and insertion into GVCs. 3. The Parties affirm the relevance of micro, small and medium-sized enterprises (“MSMEs”) in their productive structure and their impact on employment, and recognize that their adequate insertion into GVCs contributes to a better allocation of resources and the economic benefits derived from international trade, including the diversification and enhancing of value added in exports. 4. The Parties acknowledge the importance of the participation of the private sector as well as the entrepreneurial community as fundamental actors within GVCs, and the relevance of creating an adequate environment for the implementation of public policies and efficient business management. 5. The Parties recognize the importance of the services sector, especially those services associated to GVCs, in trade integration. 6. Each Party shall domestically promote public knowledge of its laws, regulations, policies, and practices relating to regional integration and GVCs. 7. The Parties recognize the importance of the development of GVCs for a greater level of productive integration, including aspects such as accumulation of origin, e-commerce, industry 4.0, investment, among others. Article 13.2: Economic Cooperation Activities 1. The Parties shall carry out economic cooperation activities of mutual interest on issues and topics agreed by the Parties, through the interaction of their respective government institutions, companies, especially MSMEs, academic and research organizations, other non- governmental organizations, and their representatives, as appropriate. Such activities may include: 1.

(a) developing public-private strategies to identify opportunities, such as economic sectors with potential for insertion into GVCs and the development of productive linkages, as well as direct investment opportunities related to GVCs projects; (b) designing programs to identify the attributes that MSMEs should develop in order to achieve their insertion into GVCs; (c) proposing joint action with the corresponding government agencies to promote the formation of GVCs, including joint proposals to support policies of insertion of Parties’ companies into regional and global service chains; (d) promoting greater access to information regarding the opportunities that GVCs offer to MSMEs; (e) sharing methods and procedures for the collection of information, the use of indicators, and the analysis of trade statistics; (f) identifying the principal factors that contribute to the promotion of productive linkages, as well as the main barriers that affect their formation; (g) identifying opportunities at a company level, as well as sector or productive activities for the generation of productive linkages and potential investment projects; (h) examining the feasibility and the trade generation potential of accumulation models for rules of origin; (i) assessing how GVCs the companies of the Parties are taking advantage of the provisions of this Agreement; (j) sharing their respective experiences in designing, implementing, strengthening and monitoring policies and programs to encourage the participation of companies, especially MSMEs, in GVCs, and (k) other activities agreed by the Parties. 2. The Parties may undertake economic cooperation activities previously agreed upon in the areas identified in paragraph 1, through: (a) workshops, seminars, dialogues and other fora for exchanging knowledge, experiences and best practices; (a)

(b) the creation of an Experts Network on GVCs; (c) internships, visits and research studies to document and study policies and practices; (d) collaborative research and development of best practices in subject matters of mutual interest; (e) specific exchanges of specialized technical knowledge and technical assistance, as appropriate, and (f) other activities as agreed by the Parties. 3. The priorities for economic cooperation activities shall be agreed by the Parties based on their interests and available resources. Article 13.3: Subcommittee on Global Value Chains The Parties hereby establish a Subcommittee on Global Value Chains (“Subcommittee”), composed of government representatives of each Party. The Subcommittee shall: (a) determine, organise, coordinate and facilitate the cooperation activities under this Chapter; (b) report or make recommendations to the Joint Committee on any matter related to this Chapter; (c) within two years of its first meeting, provide to the Joint Committee a comprehensive review of the implementation of this Chapter, and (d) carry out any other activities requested by the Joint Committee. Article 13.4: Contact Points 1. To facilitate communication between the Parties regarding the implementation of this Chapter, each Party designates the following contact point: (a) for Chile, the Undersecretariat of International Economic Relations or its successor, and (a)

(b) for the UAE, the Foreign Trade Sector at the Ministry of Economy, or its successor. 2. Each Party shall promptly notify the other Party if there is any change in its designated contact point. Article 13.5: Non-Application of Dispute Settlement Neither Party shall have recourse to dispute settlement under Chapter 18 (Dispute Settlement) for any matter arising under this Chapter.

CHAPTER 14 TRADE AND WOMEN’S ECONOMIC EMPOWERMENT Article 14.1: Context 1. The Parties recognize the important contribution of women in driving sustained, inclusive, resilient, and sustainable economic growth, in line with the Declaration, “Transforming our world: the 2030 Agenda for Sustainable Development”, adopted at the United Nations Summit for the Adoption of the Post-2015 Development Agenda, at New York on 25 September 2015, in particular, Sustainable Development Goal 5. 2. The Parties shall endeavour to effectively implement and enforce their respective laws, regulations, policies, and practices that promote women’s equal access to trade and economic opportunities. 3. The Parties acknowledge the important contribution by women to economic growth through their participation in economic activities, including international trade, global value chains, the labour market, business leadership, and entrepreneurship, that allow women to achieve economic autonomy and act as engines of economic activation and recovery. 4. The Parties recognize that inclusive trade policies can contribute to advancing on women’s economic empowerment, in line with Sustainable Development Goal 5 of the United Nations 2030 Agenda on Sustainable Development. Article 14.2: Objectives The Parties aim to: (a) enhance their bilateral trade relations, cooperation, and dialogue in ways that are conducive to equal opportunities and treatment for women and men, as workers, producers, traders, or consumers, in accordance with their international commitments; (b) facilitate cooperation and dialogue with the aim of enhancing women’s capacity, conditions, and access to opportunities created by trade, and (c) further improve their capacities to address trade-related women issues, including through the exchange of information and best practices. (a)

Article 14.3: General Provisions 1. Each Party shall strive to ensure that its relevant laws, regulations and policies provide for, and promote, equal rights treatment and opportunities between men and women, in accordance with their international commitments. Each Party shall strive to improve such laws, regulations and policies. 2. The Parties should endeavour to take steps towards promoting women’s economic empowerment in trade and in the workplace, including through the promotion of labour practices that facilitate the integration, retention, and progression of women in the labour market, and seek to build the capacity and skills of women workers. Article 14.4: Cooperation Activities 1. The Parties acknowledge the benefit of collaboration and affirm their willingness to share their respective experiences in promoting opportunities for women to participate in trade, as and when agreed by both Parties. Areas of cooperation may include, but are not limited to: (a) improving women’s access, participation, leadership, and education, in particular in fields in which they are underrepresented such as science, technology, engineering, mathematics (STEM), as well as innovation, e- commerce, and any other field related to trade; (b) fostering women’s entrepreneurship, including activities to promote the internationalization of small and medium enterprises led by women; (c) advancing the development of women’s leadership and business networks; (d) promoting business development services for women to improve women’s digital skills and access to online business tools; (e) promoting financial inclusion and literacy, access to relevant financing, and financial assistance; (f) developing trade missions for businesswomen and women entrepreneurs, and (g) any other areas agreed by the Parties. 2. The Parties shall encourage inclusive participation of women in the implementation of the cooperation activities established under this Article, as appropriate. 1.

3. The Parties recognize the importance of women’s economic empowerment as part of the Parties’ trade and investment relationship. Accordingly, the Parties underline their intention to implement the provisions of this Agreement in a manner that upholds this principle. Article 14.5: Contact Points 1. In order to facilitate communication between the Parties for the purposes of this Chapter, each Party shall designate a contact point within six months of the date of entry into force of this Agreement: (a) for Chile, the contact point shall be within its Undersecretariat of International Economic Relations or its Ministry of Women and Gender Equity or their successors, and (b) for the UAE, the contact point shall be within its Gender Balance Council and its Ministry of Economy or their successors. 2. The contact points shall meet every year, unless otherwise agreed, in person or by any available technological means. 3. Each Party shall notify the other Party of the designation of the contact point and, as soon as possible, of any changes thereto. The contact points shall: (a) facilitate communication and coordination between the Parties, with respect to this Chapter; (b) act as a channel of communication with the public in their respective territories; (c) discuss joint proposals to support policies on trade and women; (d) work jointly, including with other appropriate agencies of their governments, to develop and implement activities, a work plan, and areas of cooperation, and (e) report to the Joint Committee. (a)

Article 14.6: Non-Application of Dispute Settlement Neither Party shall have recourse to dispute settlement under Chapter 18 (Dispute Settlement) for any matter arising under this Chapter.

CHAPTER 15 SMALL AND MEDIUM-SIZED ENTERPRISES Article 15.1: General Principles 1. The Parties, recognizing the fundamental role of small and medium-sized enterprises (“SMEs”) in maintaining dynamism and enhancing competitiveness of their respective economies, shall foster close cooperation among SMEs of the Parties and cooperate in promoting jobs and growth of SMEs. 2. The Parties recognize the important role of the private sector in the cooperation on SMEs to be implemented under this Chapter. Article 15.2: Cooperation to Increase Trade and Investment Opportunities for SMEs With a view to more robust cooperation between the Parties to enhance commercial opportunities for SMEs, each Party shall seek to increase trade and investment opportunities for SMEs, and in particular shall: (a) promote cooperation between the Parties’ small business support infrastructure, including dedicated SME centers, incubators and accelerators, export assistance centers, and other centers as appropriate, to create an international network for sharing best practices, exchanging market research, and promoting SME participation in international trade, as well as business growth in local markets; (b) strengthen its collaboration with the other Party on activities to promote SMEs owned by women and youth, as well as start-ups, and promote partnerships among these SMEs and their participation in international trade; (c) enhance cooperation with the other Party to exchange information and best practices in areas including improving the access of SMEs to capital and credit, the participation of SMEs in covered government procurement opportunities under this Agreement, and helping SMEs adapt to changing market conditions, and (d) encourage participation in purpose-built mobile or web-based platforms for business entrepreneurs and counsellors to share information and best practices to help SMEs link with international suppliers, buyers, and other potential business partners. (a)

Article 15.3: Information Sharing 1. Each Party shall establish or maintain its own free and publicly accessible website containing information regarding this Agreement, including: (a) the text of this Agreement; (b) a summary of this Agreement, and (c) information designed for SMEs that contains: (i) a description of the provisions in this Agreement that the Party considers to be relevant to SMEs, and (ii) any additional information that the Party considers useful for SMEs interested in benefitting from the opportunities provided by this Agreement. 2. Each Party shall include in its website links or information through automated electronic transfer to: (a) the equivalent websites of the other Party, and (b) the websites of its own government agencies and other appropriate entities that provide information the Party considers useful to any person interested in trading, investing, or doing business in that Party’s territory. 3. Subject to each Party’s laws and regulations, the information described in paragraph 2(b) may include: (a) customs regulations, procedures, or enquiry points; (b) regulations or procedures concerning intellectual property rights, including patent protection rights; (c) technical regulations, standards, quality or conformity assessment procedures; (d) sanitary or phytosanitary measures relating to importation or exportation; (e) foreign investment regulations; (f) business registration; (a)

(g) trade promotion programmes; (h) competitiveness programmes; (i) SME investment and financing programmes; (j) taxation and accounting; (k) government procurement regulations and procedures, and (l) other information which the Party considers to be useful for SMEs. 4. Each Party shall regularly review the information and links on the website referred to in paragraphs 1 and 2 to ensure the information and links are up-to-date and accurate. 5. To the extent practicable, each Party shall make the information referred to in this Article available in English. If this information is available in Spanish or Arabic language, the Party shall endeavour to make this information available, as appropriate. Article 15.4: Subcommittee on SME Issues 1. The Parties hereby establish a Subcommittee on SME Issues (“SME Subcommittee”), comprising government institutions responsible for trade and SMEs and national and local government representatives of each Party. 2. The SME Subcommittee shall: (a) identify ways to assist SMEs in the Parties’ territories to take advantage of the commercial opportunities resulting from this Agreement and to strengthen SME competitiveness; (b) identify and recommend ways for further cooperation between the Parties to develop and enhance partnerships between SMEs of the Parties; (c) exchange and discuss each Party’s experiences and best practices in supporting and assisting SME exporters with respect to, among other things, training programs, trade education, trade finance, trade missions, trade facilitation, digital trade, identifying commercial partners in the territories of the Parties, and establishing good business credentials; (a)

(d) promote seminars, workshops, webinars, mentorship sessions, or other activities to inform SMEs of the benefits available to them under this Agreement; (e) explore opportunities for capacity building to facilitate each Party’s work in developing and enhancing SME export counselling, assistance, and training programmes; (f) recommend additional information that a Party may include on the website referred to in Article 15.3; (g) review and coordinate its work program with the work of other subcommittees, working groups, and other subsidiary bodies established under this Agreement, as well as of other relevant international bodies, to avoid duplication of work programs and to identify appropriate opportunities for cooperation to improve the ability of SMEs to engage in trade and investment opportunities resulting from this Agreement; (h) collaborate with and encourage subcommittees, working groups and other subsidiary bodies established under this Agreement to consider SME-related commitments and activities into their work; (i) review the implementation and operation of this Chapter and SME-related provisions within this Agreement, and report findings and make recommendations to the Joint Committee that can be included in future work and SME assistance programs, as appropriate; (j) facilitate the development of programmes to assist SMEs to participate and integrate effectively into the Parties’ regional and global supply chains; (k) promote the participation of SMEs in digital trade in order to take advantage of the opportunities resulting from this Agreement and rapidly access new markets; (l) facilitate the exchange of information on entrepreneurship education and awareness programs for youth and women to promote the entrepreneurial environment in the territories of the Parties; (m) submit on an annual basis, unless the Parties decide otherwise, a report of its activities and make appropriate recommendations to the Joint Committee, and (a)

(n) consider any other matter pertaining to SMEs as the SME Subcommittee may decide, including issues raised by SMEs regarding their ability to benefit from this Agreement. 3. The SME Subcommittee shall maintain a fluid communication and convene within one year after the date of entry into force of this Agreement and thereafter meet annually, unless the Parties agree otherwise, in person or by any other technological means available. 4. The SME Subcommittee may seek to collaborate with appropriate experts and international donor organizations in carrying out its programmes and activities. 5. The SME Subcommittee may exchange information and coordinate activities by email, videoconference, or other means of communication. Article 15.5: Non-Application of Dispute Settlement Neither Party shall have recourse to dispute settlement under Chapter 18 (Dispute Settlement) for any matter arising under this Chapter.

CHAPTER 16 ECONOMIC COOPERATION Article 16.1: Objectives 1. The Parties shall promote cooperation under this Agreement for their mutual benefit in order to liberalise and facilitate trade and investment between the Parties and foster economic growth. 2. Economic cooperation under this Chapter shall be built upon a common understanding between the Parties to support the implementation of this Agreement, with the objective of maximising its benefits, supporting pathways to trade and investment facilitation, and further improving market access and openness to contribute to the sustainable, inclusive economic growth and prosperity of the Parties. Article 16.2: Scope 1. Economic cooperation under this Chapter shall support the effective and efficient implementation and utilisation of this Agreement through activities that relate to trade and investment. 2. Economic cooperation under this Chapter shall initially focus on the following areas: (a) manufacturing industries; (b) agriculture, forestry and fisheries; (c) trade and investment promotion; (d) human resource development; (e) tourism; (f) information and communications technology; (g) promotion of electronic commerce; (h) financial services, and (i) trade in environmental goods and services. (a)

Article 16.3: Annual Work Programme on Economic Cooperation Activities 1. The Subcommittee on Economic Cooperation established under Article 16.10 shall adopt an Annual Work Programme on Economic Cooperation Activities (“Annual Work Programme”) based on proposals submitted by the Parties. 2. In the Annual Work Programme, the Subcommittee on Economic Cooperation established under Article 16.10 may change the areas listed in Article 16.2.2, including by adding other areas related to the economic cooperation. 3. Each activity in an Annual Work Programme shall: (a) be guided by the objectives set forth in Article 16.1; (b) be related to trade or investment and support the implementation of this Agreement; (c) involve both Parties; (d) address the mutual priorities of the Parties, and (e) avoid duplicating existing economic cooperation activities. Article 16.4: Competition Policy 1. The Parties recognise the importance of cooperation in the area of competition policy. The Parties may cooperate to exchange information relating to the development of competition policy, subject to their laws and regulations and available resources. The Parties may conduct such cooperation through their competent authorities. 2. The Parties may consult on matters related to anti-competitive practices and their adverse effects to trade. The consultations shall be without prejudice to the autonomy of each Party to develop, maintain and enforce its competition laws and regulations. Article 16.5: Trade and Environment Cooperation on Trade and Environment 1. Recognizing the importance of strengthening capacity to promote sustainable development with their three interdependent and mutually reinforcing components, which 1.

are economic growth, social development, and environmental protection, the Parties agree to cooperate in the field of trade and environment. 2. The Parties reaffirm their respective commitments under the multilateral environment agreements to which the Parties are party. 3. Each Party recognises the sovereign right of the other Party to set its own environmental laws, regulations and policies. The Parties shall ensure that their environmental laws, regulations and policies are not used for trade protectionist purposes. The Parties recognize that it is inappropriate to encourage trade or investment by weakening or reducing the protection afforded in their respective environmental laws and regulations. 4. Considering their national priorities and available resources, the Parties shall cooperate in areas of mutual interest and benefit regarding trade and environment. These areas may include: (a) circular economy; (b) air quality; (c) biodiversity; (d) water management; (e) waste management; (f) marine and coastal ecological conservation and pollution control; (g) green technologies; (h) sustainable fisheries; (i) environmental education and awareness; (j) sustainable agriculture; (k) the relationship between economic activity, market forces and the environment; (a)

(l) the relationship of their respective environmental and trade policies; (m) the environmental provisions of trade agreements, and they implementation, and (n) other areas that the Parties may agree. 5. Each Party may invite social partners, relevant agencies or stakeholders, as appropriate, to participate in relevant cooperation activities or in the identification of potential areas of cooperation. Trade and Climate Change 6. The Parties recognize that climate change poses significant risks to communities, infrastructure, the economy, the environment, and human health, with possible impacts on international trade, and that efforts to increase resilience are required. The Parties reaffirm the principles and objectives of the United Nations Framework Convention on Climate Change, done at New York on 9 May 1992, the Kyoto Protocol to the United Nations Framework Convention on Climate Change, done at Kyoto on 11 December 1997, and the Paris Agreement, done at Paris on 12 December 2015. 7. The Parties shall cooperate to address matters of common interest related to trade and environment. These areas of cooperation may include, among others: (a) research and development of cost-effective low carbon emission technologies; (b) energy efficiency; (c) development of clean and renewable energy; (d) co-benefits in enhancing air quality through air pollution control measures; (e) monitoring and reporting and verification (MRV); (f) methodologies of accounting for greenhouse gas (GHG) emissions reduction in the framework of international agreements, and (g) market and non-market carbon pricing mechanisms. (a)

Responsible Business Conduct 8. Each Party shall encourage enterprises operating within its territory or subject to its jurisdiction to voluntarily incorporate into their business practices and internal policies, internationally-recognised principles, standards and guidelines of responsible business conduct, in its environmental dimension, that have been endorsed or are supported by that Party. Article 16.6: Cooperation on Labour Matters Cooperation on Labour Matters 1. The Parties share the general common objective that trade liberalisation and investment facilitation should lead to job creation, decent work, and meaningful occupations for workers, with terms and conditions of employment that comply with the Party's obligations under the main labour principles of the International Labor Organization (ILO). Therefore, the Parties agree to cooperate in the labour field. 2. The Parties reaffirm their obligations as members of the ILO, in particular their respect for the principles of the ILO Declaration on Fundamental Principles and Rights at Work and its monitoring, and will work to ensure that their laws, regulations, policies and labour practices are in harmony with its international commitments. 3. Each Party shall respect the sovereign right of the other Party to establish, administer and enforce its own labour laws, regulations, policies and priorities, and shall ensure that its labour laws, regulations and policies are not used for protectionist trade purposes. 4. The Parties shall not seek to promote or obtain trade advantages by weakening or failing to apply or administer their labour laws, regulations and policies, in a manner that affects trade between the Parties. 5. Considering their national priorities and available resources, the Parties will jointly explore and determine areas of cooperation of mutual interest and benefit related to labour. These areas may include, but are not limited to: (a) exchange of best practices and information on labour laws and practices, including the promotion of labour rights and obligations and decent work; (a)

(b) consultations on labour matters, exchange of information and good practices in labour relations policies and cooperation in labour management; (c) social security, health and occupational safety; (d) development of human capital, training and employability; (e) experiences regarding the relationship between trade and labour issues and employment, and (f) such other matters as the Parties may agree, in accordance with their labour laws and regulations. Forced or Compulsory Labour 6. Each Party recognises the goal of eliminating all forms of forced or compulsory labour, including forced or compulsory child labour. The Parties agree to share information, experiences and good practices related to this matter. Responsible Business Conduct 7. Each Party shall encourage enterprises operating within its jurisdiction to adopt policies of responsible business conduct that contribute to achieving sustainable development in its labour dimension, and are consistent with internationally-recognised principles, standards and guidelines that have been endorsed or are supported by that Party. Article 16.7: Resources 1. Resources for economic cooperation under this Chapter shall be provided in a manner as agreed by the Parties and in accordance with the laws and regulations of the Parties. 2. The Parties, on the basis of mutual benefit, may consider cooperation with, and contributions from, non-parties, to support the implementation of the Annual Work Programme. Article 16.8: Means of Cooperation The Parties shall endeavour to encourage technical, technological and scientific

economic cooperation, through the following: (a) joint organization of conferences, seminars, workshops, meetings, training sessions and outreach and education programmes; (b) exchange of delegations, professionals, technicians and specialists from the academic sector, institutions dedicated to research, private sector and governmental agencies, including study visits and internship programmes for professional training; (c) dialogue and exchange of experiences between the Parties’ private sectors and agencies involved in trade promotion; (d) dialogue and knowledge-sharing aiming to transfer experience and best practices in the field of government development and modernization, through any available programmes from both Parties, such as the UAE’s Government Experience Exchange Programme; (e) promotion of joint business initiatives between entrepreneurs of the Parties, and (f) any other form of cooperation that may be agreed by the Parties. Article 16.9: Cooperative Framework 1. Recognizing the critical role of the private sector in leveraging the full potential of this Agreement, this Article establishes a voluntary framework for collaborative engagement between the respective Parties’ Chambers of Commerce, which aims to promote this Agreement and achieve tangible benefits. 2. This collaborative framework aims to include, but is not limited to: (a) organization of seminars and workshops to educate their respective business communities of the operational aspects of this Agreement, share success stories and challenges; (b) coordination of joint trade missions and networking events with a focus on establishing partnership and identifying joint venture opportunities, and (c) providing support services to assist businesses of both Parties in understanding and utilising this Agreement. (a)

3. For the purposes of this Article, the contact points shall be designated by the Joint Committee at its first meeting. Article 16.10: Subcommittee on Economic Cooperation 1. For the purposes of the effective implementation and operation of this Chapter, the Parties hereby establish a Subcommittee on Economic Cooperation (“Subcommittee”) composed by government representatives of each Party. 2. The Subcommittee shall have the following functions: (a) monitor and assess the implementation of this Chapter; (b) identify new opportunities and agree on new ideas for prospective cooperation or capacity building activities; (c) formulate and develop proposals for the Annual Work Programme and their implementation mechanisms; (d) coordinate, monitor and review the progress of the Annual Work Programme to assess its overall effectiveness and contribution to the implementation and operation of this Chapter; (e) change the Annual Work Programme; (f) cooperate with other subcommittees or subsidiary bodies established under this Agreement to perform stocktaking, monitoring, and benchmarking on any issues related to the implementation of this Agreement, as well as to provide feedback and assistance in the implementation and operation of this Chapter, and (g) report to and, if deemed necessary, consult with the Joint Committee in relation to the implementation and operation of this Chapter. Article 16.11: Corporate Social Responsibility The Parties reaffirm the importance of each Party encouraging enterprises operating within its territory or subject to its jurisdiction to voluntarily incorporate into their internal policies those internationally-recognised standards, guidelines and principles of corporate social responsibility that have been endorsed or are supported by that Party.

Article 16.12: Non-Application of Dispute Settlement Neither Party shall have recourse to dispute settlement under Chapter 18 (Dispute Settlement) for any matter arising under this Chapter.

CHAPTER 17 TRANSPARENCY Article 17.1: Publication 1. Each Party shall publish or otherwise make publicly available, on the internet where feasible, its laws and regulations as well as its respective international agreements, which may affect the operation of this Agreement. 2. Each Party shall, within a reasonable period of time, respond to specific questions and, upon request, provide information to the other Party on matters referred to in paragraph 1. Article 17.2: Confidential Information 1. Each Party shall, in accordance with its laws and regulations, maintain the confidentiality of information designated as confidential by the other Party. 2. Nothing in this Agreement shall be construed as requiring a Party to furnish or allow access to confidential information the disclosure of which would impede law enforcement or otherwise be contrary to the public interest or which would prejudice the legitimate commercial interests of particular enterprises, public or private. 3. Where a Party provides information to the other Party in accordance with this Agreement and designates the information as confidential, the Party receiving the information shall maintain the confidentiality of the information. Such information shall be used only for the purposes specified and shall not be otherwise disclosed without the specific permission of the Party providing the information. Article 17.3: Administrative Proceedings With a view to administering its laws and regulations with respect to any matter covered by this Agreement in a consistent, impartial, objective, and reasonable manner, each Party, to the extent practicable and in accordance with its laws and regulations, endeavor to ensure in its administrative proceedings applying such measures to a particular person, good, or service of the other Party in specific cases that: (a) wherever possible, a person of the other Party that is directly affected by such a proceeding is provided with reasonable notice, in accordance with its domestic procedures, of when a proceeding is initiated, including a description (a)

of the nature of the proceeding, a statement of the legal authority under which the proceeding is initiated, and a general description of any issues in question, and (b) wherever possible, a person of the other Party that is directly affected by such a proceeding is afforded a reasonable opportunity to present facts and arguments in support of that person’s position prior to any final administrative action, when time, the nature of the proceeding, and the public interest permit; and it follows its procedures in accordance with its laws and regulations. Article 17.4: Review and Appeal 1. Each Party may establish or maintain judicial, quasi-judicial, or administrative tribunals or procedures for the purposes of prompt review and, where warranted, correction of final administrative actions with respect to any matter covered by this Agreement, and in a manner consistent with its laws and regulations. 2. The provisions of paragraph 1 shall not be construed to require a Party to institute such tribunals or procedures where this would be inconsistent with its constitutional structure or the nature of its legal system. Article 17.5: Measures Against Corruption 1. Each Party shall, in accordance with its laws and regulations, take appropriate measures to prevent and combat corruption with respect to any matter covered by this Agreement. 2. Neither Party shall have recourse to dispute settlement under Chapter 18 (Dispute Settlement) for any matter arising under this Article. Article 17.6: Relation to Other Chapters This Chapter is without prejudice to the transparency provisions in other chapters of this Agreement.

CHAPTER 18 DISPUTE SETTLEMENT Article 18.1: Definitions For the purposes of this Chapter, the following definitions shall apply: complaining Party means a Party that requests the establishment of a panel under Article 18.7; consulting Party means a Party that requests consultations under Article 18.5, and responding Party means a Party that has been complained against under Article 18.7. Article 18.2: Cooperation The Parties shall at all times endeavour to agree on the interpretation and application of this Agreement, and shall make every attempt through cooperation and consultations to arrive at a mutually satisfactory resolution of any matter that might affect its operation or application. Article 18.3: Scope 1. Unless otherwise provided in this Agreement, this Chapter shall apply with respect to the avoidance or settlement of disputes between the Parties regarding the implementation, interpretation or application of this Agreement, wherever a Party considers that: (a) a measure of the other Party is inconsistent with its obligations under this Agreement, or (b) the other Party has otherwise failed to carry out its obligations under this Agreement. 2. For greater certainty, this Chapter shall not apply to non-violation complaints and other situation complaints. 1.

Article 18.4: Choice of Forum 1. If a dispute regarding any matter arises under this Agreement and under another international trade agreement to which the Parties are party, including the WTO agreement, the complaining Party may select the forum in which to settle the dispute. 2. Once a Party has selected the forum and initiated dispute settlement proceedings under this Chapter or under the other international agreement with respect to the measure referred to in paragraph 1, that Party shall not initiate dispute settlement proceedings in another forum with respect to that measure, unless both Parties agree to select another forum. 3. For the purposes of paragraph 2: (a) dispute settlement proceedings under this Chapter are deemed to be initiated when a Party requests the establishment of a panel in accordance with Article 18.7; (b) dispute settlement proceedings under the WTO Agreements are deemed to be initiated when a Party requests the establishment of a panel in accordance with Article 6 of the Understanding on Rules and Procedures Governing the Settlement of Disputes in Annex 2 to the WTO Agreement, and (c) dispute settlement proceedings under any other agreement are deemed to be initiated when a Party requests the establishment of a dispute settlement panel in accordance with the relevant provisions of that agreement. Article 18.5: Consultations 1. The consulting Party may request in writing consultations to the other Party with respect to any matter described in Article 18.3. The other Party shall accord due consideration to a request of consultations made by the consulting Party and shall accord adequate opportunity for such consultations. 2. The consulting Party shall deliver the request to the other Party, setting out the reasons for the request, including identification of the measure at issue and an indication of the legal basis for the complaint, and providing sufficient information to enable an examination of the matter. The Party to which a request for consultations is made shall, unless the Parties agree otherwise, reply in writing to the request no later than seven days after the date of its receipt of the request. That Party shall deliver its reply to the consulting Party and enter into consultations in good faith. 1.

3. Unless the Parties agree otherwise, they shall enter into consultations no later than: (a) 15 days after the date of receipt of the request for matters concerning perishable goods, or (b) 30 days after the date of receipt of the request for all other matters. 4. Consultations may be held in person or by any technological means available to the Parties. If the consultations are held in person, they shall be held in the capital of the Party to which the request for consultations was made, unless the Parties agree otherwise. 5. The Parties shall make every effort to reach a mutually satisfactory resolution of the matter through consultations under this Article. To this end: (a) each Party shall provide sufficient information to enable a full examination of how the measure at issue might affect the operation or application of this Agreement, and (b) a Party shall treat any information received during the consultations that is designated as confidential on the same basis as the Party providing the information. 6. Consultations shall be confidential and without prejudice to the rights of a Party in any other proceedings. Article 18.6: Good Offices, Conciliation and Mediation 1. The Parties may at any time agree to voluntarily undertake good offices, conciliation or mediation, or any alternative method of dispute resolution. Procedures for good offices, conciliation or mediation, or for any alternative methods of dispute resolution may begin at any time and may be terminated at any time by either Party. 2. If the Parties agree, the alternative method of dispute resolution referred to in paragraph 1 may continue while the matter is being examined by a panel established or reconvened under this Chapter. 3. Proceedings involving any alternative method of dispute resolution referred to in paragraph 1, as well as the positions taken by each Party during these proceedings, shall be confidential and without prejudice to the rights of a Party in any other proceedings. 1.

Article 18.7: Establishment of a Panel 1. A Party that requested consultations under Article 18.5 may request in writing to the responding Party the establishment of a panel, if the Parties fail to resolve the matter within: (a) 60 days after the date of receipt of the request for consultations under Article 18.5; (b) 30 days after the date of receipt of the request for consultations under Article 18.5 in cases of urgency, including those which concern perishable goods, or (c) any other period as the Parties may agree. 2. A panel shall not be established to review a proposed measure. 3. The complaining Party shall include in the request to establish a panel: (a) an identification of the measure at issue; (b) the legal basis of the complaint, including any provision of this Agreement alleged to have been breached and any other relevant provision, and (c) the factual basis for the complaint. 4. The date of the establishment of a panel shall be the date on which the chair is appointed. Article 18.8: Terms of Reference Unless the Parties agree otherwise within 20 days of the date of receipt of the request for the establishment of the panel, the terms of reference of the panel shall be: “To examine, in the light of the relevant provisions of this Agreement, the matter referred to in the request for the establishment of a panel pursuant to Article 18.7, and to make findings and determinations, and any jointly requested recommendations, together with the reasons therefor, as provided for in Article 18.14.” Article 18.9: Composition of Panels 1. A panel shall be composed of three panellists. 1.

2. Each Party shall, within 30 days of the date of receipt of the request for the establishment of a panel, appoint one panellist who may be its national and propose up to three candidates to serve as the third panellist who shall be the chair of the panel. The third panellist shall not be a national of either Party, nor have his or her usual place of residence in either Party, nor be employed by either Party, nor have dealt with the dispute in any capacity. 3. The Parties shall agree on and appoint the third panellist within 45 days of the date of receipt of the request for the establishment of a panel, taking into account the candidates proposed pursuant to paragraph 2. 4. If a Party has not appointed a panellist pursuant to paragraph 2 or if the Parties fail to agree on the appointment of the third panellist pursuant to paragraph 3, the panellist or panellists not yet appointed shall be chosen within seven days by lot from the candidates proposed pursuant to paragraph 2. 5. All panellists shall: (a) have expertise or experience in law, international trade or other matters covered by this Agreement or the resolution 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, any Party, and (d) comply with the Code of Conduct to be established by the Joint Committee after the entry into force of this Agreement, pursuant to Article 20.3.1(g) (Functions of the Joint Committee). 6. An individual shall not serve as a panellist for a dispute in which that person has participated under Article 18.6, unless the Parties agree otherwise. 7. If a panellist appointed under this Article becomes unable to act, resigns or needs to be replaced because that panellist does not comply with the Code of Conduct to be establish by the Joint Committee after the entry into force of this Agreement, a successor shall be appointed within 15 days in accordance with paragraphs 2, 3 and 4. The successor shall have all the powers and duties of the original panellist. The work of the panel shall be suspended until the successor is appointed, and all the time frames set out in this Chapter and in the Rules of Procedure shall be extended by the amount of time that the work was suspended. 1.

Article 18.10: Functions of Panels 1. The panels shall make an objective assessment of the matter before it, which includes: (a) the facts of the case; (b) the applicability of, and conformity with, this Agreement that are relevant to the matter before the panel, and (c) whether the measure of the responding Party is inconsistent with its obligations under this Agreement or whether the responding Party has otherwise failed to carry out its obligations under this Agreement, as appropriate. 2. The panel shall make the findings, determinations and recommendations as are called for in its Terms of Reference and necessary for the resolution of the dispute. 3. A panel shall take its decisions by consensus, except that, if a panel is unable to reach consensus, it may take its decisions by majority vote. 4. A panel established under this Chapter shall interpret this Agreement in accordance with the customary rules of treaty interpretation of public international law. With respect to any provision of the WTO Agreement that has been incorporated into this Agreement, the panel may also consider relevant interpretations in reports of WTO panels and the Appellate Body adopted by the WTO Dispute Settlement Body. 5. The findings, determinations and, if applicable, any recommendations of the panel shall not add to or diminish the rights and obligations of the Parties under this Agreement. 6. Unless the Parties agree otherwise, the panel shall perform its functions and conduct its proceedings in a manner consistent with this Chapter and the Rules of Procedure referred to in Article 18.11.9. Article 18.11: Proceedings of Panels 1. The panels shall meet in closed session. The meetings of the panels with the Parties shall be closed to the public. The panels shall hold their hearings in closed session. 2. All notifications, requests and replies made pursuant to this Chapter shall be in writing. 1.

3. The panels established under this Chapter shall, after consulting the Parties, set out their respective timeframes, including precise deadlines for submissions by the Parties, in accordance with the Rules of Procedure referred to in paragraph 9. 4. The Parties shall have the opportunity to provide at least one written submission to set out the facts, arguments and counter-arguments, and to attend any of the presentations, statements or rebuttals in the proceedings. All information or written submissions submitted by a Party to the panels, including any comments on the interim report and responses to questions put by the panels, shall be made available to the other Party. 5. After notifying the Parties, and subject to such terms and conditions as the Parties may agree, if any, within 10 days, the panels may seek information from any relevant source and may consult experts to obtain their opinion or advice on certain aspects of the matter. The panels shall provide the Parties with a copy of any advice or opinion obtained and an opportunity to provide comments. 6. The deliberations of the panels and the documents submitted to them shall be kept confidential. The Parties shall be present only when invited by the panels to appear before them. There shall be no ex parte communications with the panels concerning matters under consideration by them. 7. Notwithstanding paragraph 6, either Party may make public statements as to its views regarding the dispute, but shall treat as confidential, the information and written submissions submitted by the other Party to the panel which that other Party has designated as confidential. If a Party has provided information or written submissions designated to be confidential, that Party shall, within 28 days of a request of the other Party, provide a non- confidential summary of the information or written submissions. 8. Before the panel presents its final report, if the Parties agree, the panel may at any stage of the proceedings propose the Parties that the dispute be settled amicably. 9. The Joint Committee shall adopt the Rules of Procedure which provide for the details of the rules and procedures of the panels established under this Chapter, upon the entry into force of this Agreement. Unless the Parties agree otherwise, the panel shall follow the Rules of Procedure adopted by the Joint Committee and may, after consulting the Parties, adopt additional rules of procedure not inconsistent with the Rules of Procedure adopted by the Joint Committee. 1.

Article 18.12: Suspension and Termination of Proceedings 1. If the Parties so agree, the panel shall suspend its work at any time for a period agreed by the Parties and not exceeding 12 consecutive months from the date of such agreement. In the event of a suspension of the work of the panel, the relevant time frames set out in this Chapter and in the Rules of Procedure shall be extended by the same amount of time for which the work of the panel was suspended. The panel shall resume its work before the end of the suspension period at the written request of the Parties. If the work of the panel is suspended for more than 12 consecutive months, the panel proceedings shall lapse and the dispute settlement procedure shall be terminated unless the Parties agree otherwise. 2. The Parties may agree to terminate the proceedings of the panel by jointly notifying the chair of the panel at any time before the issuance of the report to the Parties. Article 18.13: Reports 1. The interim and final reports of the panel shall be drafted without the presence of the Parties. The panel shall base its reports on the relevant provisions of this Agreement and the submissions and arguments of the Parties and may take into account any other relevant information provided to it. 2. Opinions expressed in the reports by the panellists shall be anonymous. Subject to the agreement between the Parties, the reports shall include any separate opinions on matters not unanimously agreed, not disclosing which panellists are associated with majority or minority opinions. Article 18.14: Interim Report 1. The panel shall present an interim report to the Parties within 90 days of its establishment. In exceptional cases, if the panel considers that it cannot present the interim report within that timeframe, it shall inform the Parties in writing of the reasons for the delay with an estimate date on which the panel will issue its report. A delay shall not exceed an additional period of 30 days unless the Parties agree otherwise. 2. The interim report shall contain: (a) a descriptive section summarising the development of the panel procedure, including a summary of the arguments of the Parties; (b) its findings on the facts of the case and on the applicability of this Agreement; (a)

(c) its determination on whether the measure is consistent or not with this Agreement or whether a Party has otherwise failed to carry out its obligations in this Agreement; (d) if the Parties have jointly requested them, its recommendations for the resolution of the dispute, and (e) its reasons for the findings and determinations. 3. A Party may submit written comments to the panel on its interim report within 15 days of the date of the presentation of the interim report. 4. After considering any written comments by the Parties on the interim report, the panel may modify the interim report and make any further examination it considers appropriate. Article 18.15: Final Report 1. The panel shall present a final report to the Parties, no later than 120 days of the date of its establishment. When the panel considers that this deadline cannot be met, the chairperson of the panel shall notify the Parties in writing, stating the reasons for the delay and the date on which the panel plans to deliver its final report. Under no circumstances shall the delay exceed 30 days after the deadline, unless the Parties agree otherwise 2. The final report may include a discussion of any written comments made by the Parties on the interim report. The final report shall provide the content of Article 18.14. 3. After taking any steps to protect confidential information, and no later than 15 days after the presentation of the final report, the Parties may make available the final report to the public unless the Parties otherwise agree. 4. The final report shall be binding on the Parties. Article 18.16: Compliance of the Final Report 1. If the panel determines that the measure at issue is inconsistent with a Party’s obligations in this Agreement or the respondent Party has otherwise failed to carry out its obligations in this Agreement, the respondent Party shall eliminate the non-conformity. 1.

2. If immediate compliance of the final report is not practicable, the respondent Party shall, no later than 20 days after delivery of the final report, notify the complaining Party of the intended length of the reasonable period of time necessary for compliance with the final report. Article 18.17: Reasonable Period of Time for Compliance 1. The Parties shall endeavour to agree on the reasonable period of time required for compliance with the final report. If the Parties fail to agree on the reasonable period of time within 20 days after the date of receipt of the notification pursuant to Article 18.16.2, the complaining Party may request in writing to the panel to determine the reasonable period of time. Such request shall be notified simultaneously to the other Party. 2. The panel shall deliver its decision to the Parties on the above referenced reasonable period of time within 20 days of the date of submission of the request. 3. The length of the reasonable period of time for compliance with the final report may be extended by mutual agreement of the Parties. Article 18.18: Non-Implementation – Compensation and Suspension of Benefits 1. Where the responding Party considers it has complied with the obligation under Article 18.16.1, it shall notify the complaining Party without delay. The responding Party shall include in the notification a description of any measure it considers achieves compliance sufficient to allow the complaining Party to assess the measure, as well as the date the measure comes into effect, and the text of the measure, if any. 2. If: (a) following the expiry of the reasonable period of time established in accordance with Article 18.17, there is disagreement between the Parties as to whether the responding Party has eliminated the non-conformity, or (b) the responding Party has notified the complaining Party that it does not intend to, or that it is impracticable to, eliminate the non-conformity, the responding Party shall, upon request of the complaining Party, enter into consultations with the complaining Party no later than 15 days after receipt of that request, with a view to developing mutually acceptable compensation.

3. If the Parties fail to agree on compensation within 30 days after the date of receipt of the request for compensation referred to in paragraph 2, or have agreed on compensation but the responding Party has failed to observe the terms and conditions of that agreement, the complaining Party may provide written notice to the responding Party that it intends to suspend benefits equivalent to the level of the nullification or impairment caused by the non- conformity. 4. The notice referred to in paragraph 3 shall specify the level of benefits that the Party intends to suspend and indicate the relevant sector or sectors in which the complaining Party intends to suspend such benefits. The complaining Party may begin suspending benefits 30 days after the date on which it provides notice under paragraph 3 or the date the panel issues its determination under paragraph 9, whichever is later. 5. In considering what benefits to suspend, the complaining Party shall apply the following principles: (a) the complaining Party should first seek to suspend benefits in the same sector or sectors as that in which the panel has determined non-conformity to exist, and (b) if the complaining Party considers that it is not practicable or effective to suspend benefits in the same sector or sectors, it may suspend benefits in a different sector or sectors. In the written notice referred to in paragraph 3, the complaining Party shall indicate the reasons on which its decision to suspend benefits in a different sector or sectors is based. 6. The level of benefits that the complaining Party intends to suspend shall not exceed the level equivalent to the nullification or impairment caused by the non-conformity. 7. The compensation and suspension of benefits shall be temporary measures. Neither compensation nor the suspension of benefits is preferred to full implementation through elimination of the non-conformity. The suspension shall only be applied until such time as the non-conformity is fully eliminated or until a mutually satisfactory solution is reached. 8. If the responding Party considers that: (a) it has observed the terms and conditions of the compensation agreement; (b) the level of benefits intended to be suspended is not equivalent to the level of nullification or impairment caused by the non-conformity; (a)

(c) the complaining Party has failed to follow the principles set out in paragraph 5, or (d) it has eliminated the non-conformity that the panel has determined to exist, it may, no later than 30 days after the date of the written notice provided by the complaining Party under paragraph 3, request in writing that the original panel be reconvened to consider the matter. The responding Party shall simultaneously deliver its request to the complaining Party. 9. If a request is made pursuant to paragraph 8, the original panel shall reconvene as soon as possible after the date of delivery of the request and shall present its determination to the Parties no later than 60 days after it reconvenes, or if the original panel cannot be reconvened with its original panellists, after the date on which the last panellist is appointed. 10. In the event the panel determines that the level of benefits the complaining Party intends to suspend is not equivalent to the level of nullification or impairment caused by the non-conformity, it shall determine the level of benefits it considers to be of equivalent level of nullification or impairment. In the event the panel determines that the responding Party has observed the terms and conditions of the compensation agreement, the complaining Party shall not suspend concessions or other obligations referred to in paragraph 3. In the event the panel determines that the complaining Party has not followed the principles set out in paragraph 5, the complaining Party shall apply them consistently with that paragraph. 11. Unless the panel has determined that the responding Party has eliminated the non- conformity, the complaining Party may suspend benefits up to the level the panel has determined under paragraph 10 or, if the panel has not determined the level, the level the complaining Party has intended to suspend under paragraph 4. Article 18.19: Compliance Review 1. Without prejudice to the procedures in Article 18.18, if a responding Party considers that it has eliminated the non-conformity found by the panel, it may refer the matter to the panel by providing a written notice to the complaining Party. The panel shall issue its report on the matter no later than 90 days after the responding Party provides written notice. 2. If the panel determines that the responding Party has eliminated the non-conformity, the complaining Party shall promptly reinstate any benefits suspended under Article 18.18. 1.

Article 18.20: Remuneration and Expenses 1. Each Party shall bear the cost of its appointed panellist at its own expenses. The cost of the chair of a panel and other expenses associated with the conduct of the proceedings shall be borne by the Parties in equal shares. 2. Each Party shall bear its own expenses and legal costs derived from the participation in the panel proceedings. Article 18.21: Mutually Agreed Solution 1. The Parties may reach a mutually agreed solution to a dispute under this Chapter at any time. 2. If a mutually agreed solution is reached during the panel procedure, the Parties shall jointly notify that solution to the chairperson of the panel. Upon such notification, the panel procedure shall be terminated. 3. Each Party shall take measures necessary to implement the mutually agreed solution immediately or within the agreed time period, as applicable. 4. No later than at the expiry of the agreed time period, the implementing Party shall inform the other Party, in writing, of any measure that it has taken to implement the mutually agreed solution. Article 18.22: Time Periods 1. All time periods set out in this Chapter shall be counted in calendar days from the day following the act to which they refer. 2. Any time period referred to in this Chapter may be modified by mutual agreement of the Parties. 1.

CHAPTER 19 EXCEPTIONS Article 19.1: General Exceptions 1. For the purposes of Chapter 2 (Trade in Goods), Chapter 3 (Rules of Origin), Chapter 4 (Customs Administrations and Trade Facilitation), Chapter 5 (Sanitary and Phytosanitary Measures) and Chapter 6 (Technical Barriers to Trade), Article XX of the GATT 1994 and its interpretative note are incorporated into and made part of this Agreement, mutatis mutandis. 2. For the purposes of Chapter 8 (Trade in Services) and Chapter 9 (Digital Trade), Article XIV of the GATS (including its footnotes) is incorporated into and made part of this Agreement, mutatis mutandis. Article 19.2: Security Exceptions 1. Nothing in this Agreement shall be construed: (a) to require a Party to furnish any information the disclosure of which it considers contrary to its essential security interests; (b) to prevent a Party from taking any action which it considers necessary for the protection of its essential security interests: (i) relating to fissionable materials or the materials from which they are derived; (ii) relating to the traffic in arms, ammunition and implements of war and to such traffic in other goods and materials, or relating to the supply of services, as carried on directly or indirectly for the purpose of supplying or provisioning a military establishment, or (iii) taken in time of war or other emergency in international relations, or (c) to prevent a Party from taking any action in pursuance of its obligations under the United Nations Charter for the maintenance of international peace and security. (a)

2. A Party taking action under paragraphs 1(b) and (c) shall inform the Joint Committee, to the fullest extent possible, of measures taken and of their termination. Article 19.3: Taxation Measures 1. For the purposes of this Article: designated authorities means: (a) for Chile, the Minister of Finance (Ministro de Hacienda) or an authorised representative of the Minister, and (b) for the UAE, the Minister of Finance or an authorised representative of the Minister; tax convention means a convention for the avoidance of double taxation or other international taxation agreement or arrangement to which the Parties are party, and taxes and taxation measures include excise duties, but do not include: (a) a customs duty as defined in Article 1.3 (General Definitions), or (b) the measures listed in subparagraphs (b) and (c) of that definition. 2. Except as provided in this Article, nothing in this Agreement shall apply to taxation measures. 3. This Agreement shall apply to taxation measures only to the same extent as does Article III of the GATT 1994. 4. Nothing in this Agreement shall affect the rights and obligations of the Parties under any tax convention. In the event of any inconsistency between this Agreement and any such tax convention, that convention shall prevail to the extent of the inconsistency. 5. If an issue arises as to whether any inconsistency exists between this Agreement and a tax convention, the issue shall be referred to the designated authorities. The designated authorities shall determine the existence and the extent of such inconsistency. A determination made under this paragraph by the designated authorities shall be binding. 1.

Article 19.4: Balance-of-Payments Measures 1. The Parties shall endeavour to avoid the imposition of restrictive measures for balance-of-payments purposes. 2. Any measure taken for balance-of-payments purposes shall be in accordance with that Party’s rights and obligations under the GATT 1994, including the Understanding on the Balance-of-Payments Provisions of the GATT 1994, and Article XII of the GATS, including on payments, transfers or capital movements, as applicable. A Party shall publish or notify the other Party of any restrictive measures adopted or maintained, or any changes therein, to the extent that it does not duplicate the process under the WTO and the International Monetary Fund. 3. Nothing in this Chapter shall be regarded as altering the rights enjoyed and obligations undertaken by a Party as a party to the Articles of the Agreement of the International Monetary Fund, as may be amended. 1.

CHAPTER 20 ADMINISTRATION OF THE AGREEMENT Article 20.1: Joint Committee 1. The Parties hereby establish a Joint Committee. 2. The Joint Committee shall comprise representatives of each Party and be co-chaired by: (a) for Chile, the Undersecretary of International Economic Relations, or its designee, and (b) for the UAE, the Minister of State for Foreign Trade, or its designee. Article 20.2: Procedures of the Joint Committee 1. The Joint Committee shall hold its first meeting within one year of the date of entry into force of this Agreement. Thereafter, the Joint Committee shall meet at least every two years in regular session. The Joint Committee shall also meet in special session without undue delay from the date of a request thereof from either Party. 2. The meetings of the Joint Committee shall take place in person or by any other means as determined by the Parties. Meetings that take place in person shall be held alternately in the territories of the Parties, unless the Parties agree otherwise. 3. The Joint Committee shall establish its own rules of working procedures at its first meeting. 4. The Joint Committee shall adopt its decisions and recommendations by consensus. Article 20.3: Functions of the Joint Committee 1. The Joint Committee shall: (a) consider any matter relating to the implementation or operation of this Agreement; (b) review and assess the results and overall implementation or operation of this Agreement; (a)

(c) consider and recommend to the Parties amendments to this Agreement that may be proposed by either Party, including the modification of concessions made under this Agreement; (d) supervise the work of all subcommittees and working groups established under this Agreement; (e) establish the accession process referred to in Article 21.3.4 (Accession); (f) establish the Rules of Procedure referred to in Article 18.11.9 (Proceedings of Arbitral Panels), and, if appropriate, amend those Rules, and (g) establish the Code of Conduct referred to in Article 18.10.5(c) (Composition of Arbitral Panels). 2. The Joint Committee may:1 (a) adopt decisions to develop: (i) the Schedules of Tariff Commitments set out in Annex 2A and Annex 2B; (ii) the List of Product Specific Rules set out in Annex 3A; (iii) the Schedules set out in Annex 10 to Chapter 10 (Government Procurement), and (iv) other provisions of this Agreement that require further implementation, where applicable; (b) establish, refer matters to, or consider matters raised by, standing or ad hoc subcommittees or working groups; (c) if requested by either Party, issue interpretations of the provisions of this Agreement, which shall be binding, and (d) carry out any other actions as may be agreed by the Parties. 1 For Chile, the actions of the Joint Committee may be implemented through executive agreements (acuerdos de ejecución), in accordance with Chilean law.

Article 20.4: Contact points and communications 1. Each Party shall designate an overall contact point to facilitate communications between the Parties on any matter covered by this Agreement. Each Party shall notify the other Party in writing of its contact point no later than 60 days after the date of entry into force of this Agreement. 2. All communications between the Parties in relation to this Agreement shall be in the English language. 1.

CHAPTER 21 FINAL PROVISIONS Article 21.1: Annexes and Footnotes The Annexes and footnotes to this Agreement constitute an integral part of this Agreement. Article 21.2: Amendments 1. The Parties may agree in writing to amend this Agreement. 2. Without prejudice to paragraph 1, either Party may submit proposals for amendments to this Agreement to the Joint Committee for consideration and recommendation. Amendments to this Agreement shall, after recommendation by the Joint Committee, be submitted to the Parties. 3. Amendments to this Agreement shall enter into force in the same manner as provided for in Article 21.5, unless otherwise agreed by the Parties. Article 21.3: Accession 1. This Agreement shall be open for accession by any country or group of countries. Any country or group of countries may accede to this Agreement subject to such terms and conditions as may be agreed between the country or group of countries and the Parties. 2. A country or group of countries may seek to accede to this Agreement by submitting a request in writing through diplomatic channels to the Parties. 3. Subject to the terms and conditions agreed pursuant to paragraph 1, the acceding country or group of countries shall become a Party to this Agreement 90 days after the date of which all the Parties, including the acceding country or group of countries, have notified in writing through diplomatic channels that they have completed their respective applicable internal legal procedures. 4. In addition to this Article, the accession process shall be carried out in accordance with the procedure for accession to be adopted by the Joint Committee. 1.

5. Notwithstanding the above paragraphs, this Article shall not be construed to prevent a Party to this Agreement from entering into bilateral or multilateral negotiations with any country or group of countries who seeks to accede to this Agreement. Article 21.4: Duration and Termination 1. This Agreement shall be in force for an indefinite period. 2. Either Party may terminate this Agreement by written notification to the other Party, and such termination shall take effect 180 days after the date of the notification. Article 21.5: Entry into Force Unless the Parties agree otherwise, this Agreement shall enter into force 90 days following the date of the last diplomatic note by which the Parties inform each other that they have completed all necessary requirements and internal legal procedures for the entry into force of this Agreement. Article 21.6: Future Work Programme 1. The Parties shall, within the first year of the entry into force of this Agreement, initiate, on a mutually advantageous basis, negotiations on financial services, including payment and transfer, and trade and environment. 2. The results of the negotiations referred to in paragraph 1 shall form an integral part of this Agreement. 3. The Parties reaffirm their commitment to finalise the ongoing negotiations of an agreement on a bilateral investment and expedite the process. 4. The Parties agree to establish a work plan for the protection of geographical indications under this Agreement, while recognising the Parties’ different regulatory approaches. IN WITNESS WHEREOF, the undersigned, being duly authorised by their respective Governments, have signed this Agreement.

DONE at Abu Dhabi, on 29 July 2024, in duplicate, in the English language. The Arabic and the Spanish translation of this Agreement shall be exchanged through diplomatic channels within 60 days after the signature of this Agreement. All texts of this Agreement, including the translation into Arabic and Spanish, shall be equally authentic. In the event of any inconsistency between those texts, the English text shall prevail. For the Government of the Republic of Chile For the Government of the United Arab Emirates