1. This chapter applies to measures adopted or maintained by a Party relating to:
(a) Investors of the other party;
(b) covered investments; (2) and
(c) As regards articles and 9.6 9.13, all investments in the territory of the party.
2. In the event of any inconsistency between this chapter and another chapter The other chapter shall prevail to the extent of the inconsistency.
3. A requirement by a party that a service provider of the other party constitute a bond or other form of financial security as a condition of providing a service into its territory does not of itself make this chapter applicable to the provision of cross-border that service. this chapter applies to measures adopted or maintained by a Party with respect to the bond or financial security organised in such a bond or financial security is covered investment.
4. This chapter does not apply to measures adopted or maintained by a Party to investors of the other party and to investments of investors in such financial institutions in the territory of the party.
5. Nothing in this chapter shall be construed as imposing obligations on a party to privatise any investment owned or controlled or prohibit a party from designating a monopoly, provided that if a party adopts or maintains a measure to privatize such investment or a measure to designate a monopoly, this chapter shall apply to the measure.
Article 9.2 . National Treatment
1. Each Party shall accord to investors of the other party treatment no less favourable than that accorded in like circumstances to its own investors with respect to the establishment, expansion and acquisition, administration, management, operation and sale or other disposition of investments in its territory.
2. Each Party shall accord to covered investments treatment no less favourable than that accorded to investments in like circumstances, in its territory of its own investors with respect to the establishment, expansion and acquisition, administration, management, operation and sale or other disposition of investments.
Article 9.3. Most-favoured-nation Treatment (3)
1. Each Party shall accord to investors of the other party treatment no less favourable than that accorded to investors in like circumstances of any non-party with respect to the establishment, expansion and acquisition, administration, management, operation and sale or other disposition of investments in its territory.
2. Each Party shall accord to covered investments treatment no less favourable than that accorded in like circumstances, to investments of investors in its territory of any non-party with respect to the establishment, expansion and acquisition, administration, management, operation and sale or other disposition of investments.
Article 9.4 . Minimum Standard of Treatment (4)
1. Each Party shall accord to covered investments treatment in accordance with customary international law, including fair and equitable treatment and full protection and security.
2. For greater certainty, paragraph 1 prescribes that the minimum standard of treatment of aliens as customary international law the minimum standard of treatment to be granted to covered investments. the concepts of Fair and Equitable Treatment and full protection and security do not require additional treatment or beyond that required by that level, and do not create additional substantive rights. the obligation to provide in paragraph 1:
(a) "Fair and Equitable Treatment includes the obligation not to deny justice in criminal, civil or administrative proceedings, in accordance with the principle of due process embodied in the principal legal systems of the world; and
(b) "full protection and security requires each party to provide the level of police protection that is required by the International Law.
3. A determination that there has been a breach of another provision of this Agreement or another international agreement does not establish that there has been a violation of this article.
Article 9.5. Treatment In Case of Dispute
1. Without prejudice to article 9.8.4 (b), each Party shall accord to investors of the other party and to covered investments, non-discriminatory treatment with respect to measures it adopts or maintains relating to losses suffered by investments in its territory owing to armed conflict or civil strife.
2. Without prejudice to paragraph 1, if an investor of a party which, in any of the situations referred to under the same, suffers a loss in the territory of the other Party resulting from:
(a) The requisitioning of its investment covered or part thereof by the authorities or forces of the latter party; or
(b) The destruction of its investment covered or part thereof by the authorities or forces of the latter party, which was not required by the necessity of the situation,
The latter Party shall grant the investor restitution or compensation, or a combination of both, as appropriate, which in either case shall be prompt, adequate and effective and with respect to compensation shall be in accordance with paragraphs 2 to 4 of Article 9.10.
3. Paragraph 1 does not apply to existing measures relating to subsidies or grants that would be inconsistent with article 9.2, except for article 9.8.4 (B).
Article 9.6. Performance Requirements
Mandatory performance requirements
1. Neither party may impose or enforce any of the following requirements, obligations or commitments with respect to the establishment, expansion and acquisition, administration, management, operation or sale or other disposition of an investment of an investor of a party or of a non- party in its territory to (5):
(a) Export a given level or percentage of goods or services;
(b) To achieve a given level or percentage of domestic content;
(c) To purchase or use a accord preference to goods produced in its territory or to purchase goods from persons in its territory;
(d) In any way relate to the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment;
(e) In its territory to restrict sales of goods or services that such investment produces or provides such sales by relating in any way to the volume or value of its exports or foreign exchange earnings which generate;
(f) Transfer to a person in its territory a particular technology production process or other proprietary knowledge of their; or
(g) To act as the exclusive supplier from the territory of the party that such investment produces the goods or the services that it supplies to a specific regional market or to the world market.
Advantages subject to performance requirements
2. Neither party may condition the receipt of an advantage or which shall continue to receive the same in connection with the establishment, acquisition, expansion, administration, management, operation or sale or other disposition of an investment in its territory by an investor of a party or of a non- on party compliance with any of the following requirements:
(a) To achieve a given level or percentage of domestic content;
(b) To purchase or use a accord preference to goods produced in its territory or to purchase goods from persons in its territory;
(c) In any way relate to the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; or
(d) In its territory to restrict sales of goods or services that such investment produces or provides such sales by relating in any way to the volume or value of its exports or foreign exchange earnings which generate.
Derogations and exemptions
3. (a) Nothing in paragraph 2 shall be construed to prevent a party from conditioning the receipt of an advantage or continued receipt in connection with an investment in its territory by an investor of a party or of a non- on party compliance with a requirement to locate production; provide services train or employ workers, construct or expand particular facilities or carry out research and development in its territory.
(b) Paragraph 1 (f) does not apply:
(i) When a Party authorizes use of an intellectual property right in accordance with article 31 (6) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information within the scope and are consistent with article 39 of the TRIPS Agreement; or
(ii) When the requirement is imposed or the commitment or enforced by a judicial or administrative tribunal or competition authority to remedy a practice which has been determined after judicial or administrative process as anti-competitive competition under the laws of the Party. (7)
(c) Provided that such measures are not applied in an arbitrary or unjustified or do not constitute a disguised restriction on international trade or investment, nothing in paragraphs 1 (b), (c), (f) and paragraphs 2 (a) and (b) shall be construed to prevent a Party from adopting or maintaining measures including environmental nature:
(i) Necessary to secure compliance with laws and regulations that are not inconsistent with the provisions of this Agreement;
(ii) Necessary to protect human life or health, animal or plant; or
(iii) Relating to the conservation of exhaustible natural living resources whether or not.
(d) Paragraphs 1 (a), (b) and (c), and paragraphs 2 (a) and (b) do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid.
(e) Paragraphs 1 (b), (c), (f) and (g), and 2 (a) and (b) do not apply to government procurement.
(f) Paragraphs 2 (a) and (b) do not apply to requirements imposed by an importing party relating to the content of goods necessary to qualify for preferential tariffs or fees.
4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than those set out in those paragraphs.
5. This article does not preclude enforcement of any commitment, obligation or requirement between private parties, when a party did not impose or require the commitment, obligation or requirement.
Article 9.7. Senior Executives and Boards of Directors (8)
1. No party may require that an enterprise of that Party that is to appoint a covered investment natural persons of any particular nationality to senior management positions.
2. A Party may require that a majority of the members of the Board of Directors or any committee of the Board of Directors of an enterprise of that Party that is a covered investment be of a particular nationality or resident in the territory of the Party provided that the requirement does not materially impair the ability of the investor to exercise control over its investment.
Article 9.8. Non-conforming Measures
1. Articles 9.2, 9.3, 9.6 and 9.7 do not apply to:
(a) Any Non-Conforming Measure existing Non-Conforming Measure that is maintained by:
(i) The national level of government authority or of a Party as set out in its schedule to annex I; or
(ii) A local government of a party;
(b) The continuation or prompt renewal of any Non-Conforming Measure referred to in subparagraph (a); or
(c) The modification of any Non-Conforming Measure referred to in subparagraph (a), provided that the amendment does not decrease the level of conformity of the measure as it existed immediately before the amendment with articles 9.2, 9.3, 9.6 and 9.7.
2. Articles 9.2, 9.3, 9.6 and 9.7 do not apply to any measure that adopts or maintains a Party with respect to the sectors or sub-sectors or activities as set out in annex II to its schedule.
3. No party may require under any measure adopted after the date of Entry into Force of covered by this Agreement and its schedule to annex II, to an investor of the other party, by reason of their nationality, to sell or otherwise dispose of an existing investment at the time the measure copper.
4. Articles 9.2, 9.3 9.7 and do not apply to:
(a) Public procurement; or
(b) Subsidies or grants provided by a party, including loans, guarantees and insurance, supported by the Government.
Article 9.9. Transfer (9)
1. Each Party shall permit all transfers relating to a covered investment to be made freely and without delay into and out of its territory. such transfers include:
(a) Contributions of capital;
(b) Profits, dividends, interests, capital gains, royalties, fees payments for administration, technical assistance and other fees;
(c) The proceeds of sale or liquidation of all or part of the covered investment;
(d) Payments made pursuant to a contract of the Party of the investor or investment including covered the payments made pursuant to a loan agreement;
(e) Payments made under the párafos 1 and 2 of article 9.5 and with article 9.10; and
(f) Payments arising out of the implementation of section B.
2. Each Party shall permit transfers of returns in kind relating to a covered investment to be made or authorized as specified in a written agreement. (10)
3. Each Party shall permit transfers relating to a covered investment to be made in a currency of free use at the rate of exchange prevailing on the date of transfer.
4. Notwithstanding paragraphs 1 through 3. a Party may prevent a transfer through the equitable and non-discriminatory application in good faith of its laws relating to:
(a) Bankruptcy or insolvency or the protection of the rights of creditors;
(b) Issuance, trade or operations of securities and futures, options or derivatives;
(c) Criminal offences;
(d) Financial reports or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities; and
(e) Ensuring compliance with judgments, orders or awards rendered in judicial, administrative or arbitral.
5. Without prejudice to paragraph 2, a party may restrict transfers of returns in kind in circumstances where it could otherwise restrict such transfers under this Agreement, including as set out in paragraph 4.
Article 9.10. Expropriation and Compensation (11)
1. No party expropriated or nacionalizará a covered investment either directly or indirectly through measures equivalent to expropriation or nationalization (expropriation), except:
(a) For reasons of public interest or social purpose;
(b) In a non-discriminatory manner;
(c) Through the payment of prompt, adequate and effective compensation in accordance with paragraphs 2 to 4; and
(d) In accordance with the principle of due process of law and article 9.4.
2. The compensation referred to in paragraph 1 (c) shall:
(a) Be paid without delay;
(b) Be equivalent to the fair market value of the expropriated investment immediately before the expropriation took place (date of expropriation)
(c) Not reflect any change in value occurring because the intended expropriation had become known earlier date of expropriation; and
(d) Be realized fully and freely transferable.
3. If the fair market value is denominated in a free use of currency, the compensation referred to in paragraph 1 (c) shall be no less than the fair market value on the date of expropriation, plus interest at a commercially reasonable rate for that currency accrued from the date of expropriation until the date of payment.
4. If the fair market value is denominated in a currency that is not freely use, the compensation referred to in paragraph 1 (c) converted into the currency of payment at the rate of exchange prevailing on the date of payment shall be no less than:
(a) The fair market value on the date of expropriation, in a currency made use of free, at the rate of exchange prevailing on that date; plus
(b) At a commercially reasonable interest rate for that currency Free use, accrued from the date of expropriation until the date of payment.
5. This article does not apply to the Issuance of Licenses Complusory in relation to Intellectual Property Rights, limitation or revocation, or creation of such rights to the extent that such issuance, revocation, limitation or creation is consistent with the TRIPS Agreement.
Article 9.11. Special Formalities and Information Requirements
1. Nothing in article 9.2 shall be construed to prevent a Party from adopting or maintaining a measure that prescribes special formalities related to a covered investment, such as a requirement that investors be residents of the party or that covered investments be constituted in accordance with the laws and regulations of the Party provided that such formalities do not materially impair the protections afforded by a party to an investor of covered investments and the other party pursuant to this chapter.
2. Notwithstanding articles 9.2, 9.3 and a Party may require an investor of the other party or a covered investment to provide information concerning that investment or informational solely for statistical purposes. the such Party shall protect any confidential information that is from that disclosure would prejudice the competitive position of the covered the investor or investment. nothing in this paragraph shall be construed as preventing a party from obtaining or disclosing information in connection with the good faith and equitable application of its domestic legislation.
Article 9.12. Denial of Benefits
Subject to article 16.4 (consultations), a Party may deny the benefits of this chapter to:
(a) An investor of the other Party that is an enterprise of investments and other such Party to that of investor if an investor of a non-party owns or controls and the enterprise that has no substantial business activities in the territory of the other party; or
(b) An investor of the other Party that is an enterprise of investments and other such Party to that of investor if an investor of denying the party owns or controls, and that the enterprise has no substantial business activities in the territory of the other party.
Article 9.13. Investment and Environment
Nothing in this chapter shall be construed as preventing a party from maintaining or enforcing any measure that otherwise consistent with this chapter considers it appropriate to ensure that investment activity in its territory is undertaken in a manner sensitive to environmental legislation that party.
1. The Parties shall consult annually, or otherwise agreed, to review the implementation of this chapter and consider investment matters of mutual interest, including consideration of the development of procedures that could contribute to greater transparency of measures referred to in article 9.8.1 (c).
2. The Parties shall promote cooperation in training and in adequate representation in disputes inversionista-estado, for which the Parties shall encourage the specific training, representational services and technical cooperation to act to conciliation or arbitration through consultative mechanisms investment or a similar regional or multilateral to provide such services.
Article 9.14. Implementation
1. The Parties shall consult annually, or as otherwise agreed, to review the implementation of this Chapter and to consider investment matters of mutual interest, including consideration of the development of procedures that may contribute to greater transparency of the measures referred to in Article 9.8.1(c).
2. The Parties shall promote cooperation in training and adequate representation in investor-state disputes, for which purpose the Parties shall promote specific training, representation services, and technical cooperation to act in conciliation or arbitration proceedings, through investment advisory mechanisms or a similar regional or multilateral center providing such services.
Section B. Investor-State Dispute Resolution
Article 9.15. Consultation and Negotiation (12)
In the event of a dispute concerning an investment, the claimant and the respondent shall initially seek to resolve the dispute through consultation and negotiation, which may include the use of non-binding procedures with the participation of third parties.
Article 9.16. Submission of a Claim to Arbitration
1. If a Party considers that litigants cannot be resolved a dispute relating to an investment by consultation and negotiation:
(a) The applicant, on its own behalf, may submit a claim to arbitration under this section, alleging:
(i) That the respondent has breached an obligation under section A; and
(ii) That the claimant has incurred loss or damage by virtue of such violation or as a result of it; and
(b) The applicant, on behalf of an enterprise of the respondent that is a juridical person that the claimant owns or controls may directly or indirectly, in accordance with this section, to submit a claim alleging Arbitration:
(i) That the respondent has breached an obligation under section A; and
(ii) That the enterprise has incurred loss or damage by virtue of such violation or as a result of the latter.
2. For greater certainty the claimant may in accordance with this section, submit to arbitration a claim that the respondent has breached an obligation under section A, through the actions of a designated monopoly or a state enterprise or other person when it exercises any power regulatory, administrative or other governmental authority that the Party has delegated to it in connection with the goods or service, such as the power to expropriate, the power to grant import or export licences, approve commercial transactions or impose fees, royalties and other fees.
3. No claim may be submitted to arbitration under this section alleging a violation of any provision of this Agreement other than an obligation under section A.
4. At least one hundred and eighty (180) days before submitting any claim to arbitration under this section, the claimant to the respondent shall deliver a written notice of its intention to submit the claim to arbitration (notice of intent). the notice shall specify:
(a) The name and address of the claimant and, in the event that the claim is submitted on behalf of an enterprise), the name, address and place of incorporation of the enterprise;
(b) For each claim, the provisions of this Agreement alleged to have been breached and any other relevant provisions;
(c) The legal and factual basis for each claim; and
(d) The relief sought and the approximate amount of damages claimed.
5. Provided that six (6) months since the events giving rise to the claim. a claimant may submit a claim referred to in paragraph 1: