4. For greater certainty, if an investor submits a claim under this Section, including a claim alleging that a Party breached Article 7 (Minimum Standard of Treatment), the investor has the burden of proving all elements of its claims, consistent with general principles of international law applicable to international arbitration.
Article 39. Expert Reports
Without prejudice to the appointment of other kinds of experts if authorized by the applicable arbitration rules, the Tribunal may, at the request of a disputing party or, unless the disputing parties disapprove, on its own initiative, appoint one or more experts to report to it in writing on any factual issue, including an issue concerning the rights of Indigenous peoples, or scientific matters raised by a disputing party in a proceeding, subject to any terms and conditions agreed on by the disputing parties.
Article 40. Interim Measures of Protection
1. A Tribunal may order an interim measure of protection to preserve the rights of a disputing party or to ensure that the Tribunal’s jurisdiction is made fully effective, including an order to preserve evidence in the possession or control of a disputing party or to protect the Tribunal’s jurisdiction. A Tribunal may not order attachment or enjoin the application of the measure alleged to constitute a breach referred to in Article 26 (Submission of a Claim to Dispute Settlement). For the purposes of this paragraph, an order includes a recommendation.
2. On request by the respondent Party, the Tribunal may order the investor to provide security for all or part of the costs, if there are reasonable grounds to believe that there is a risk the investor may not be able to honour a potential costs award against it. In considering that request, the Tribunal may take into account evidence of third party funding. If the security for costs is not posted in full within 30 days after the Tribunal makes that order, or within any other time period set by the Tribunal, the Tribunal shall so inform the disputing parties and may order the suspension or termination of the proceedings.
Article 41. Final Award
1. If a Tribunal makes a final award against a Party, the Tribunal may award, separately or in combination, only:
(a) monetary damages and any applicable interest; and
(b) restitution of property, in which case the award shall provide that the respondent Party may pay monetary damages and any applicable interest in lieu of restitution.
2. Subject to paragraph 1, if a claim is made under Article 26(2) (Submission of a Claim to Dispute Settlement):
(a) an award of restitution of property shall provide that restitution be made to the enterprise;
(b) an award of monetary damages and any applicable interest shall provide that the sum be paid to the enterprise;
(c) an award of costs in favour of the investor shall provide that it is to be made to the investor; and
(d) the award shall provide that it is made without prejudice to any right that a person, other than a person which has provided a waiver pursuant to Article 26 (Submission of a Claim to Arbitration), may have in the relief under applicable domestic law.
3. Monetary damages in an award:
(a) shall not be greater than the loss or damage incurred by the investor, or, as applicable, by the enterprise referred to in Article 26(2) (Submission of a Claim to Dispute Settlement), as valued on the date of the breach; (8)
(b) shall only reflect loss or damage incurred by reason of, or arising out of, the breach; and
(c) shall be determined with reasonable certainty, and shall not be speculative or hypothetical.
4. In making an award under paragraph 3, the Tribunal shall calculate monetary damages based only on the submissions of the disputing parties, and shall consider, as applicable:
(a) contributory fault, whether deliberate or negligent;
(b) failure to mitigate damages;
(c) prior damages or compensation received for the same loss; or
(d) restitution of property, or repeal or modification of the measure.
5. The Tribunal may award monetary damages for lost future profits only insofar as such damages satisfy the requirements under paragraph 3. Such determination requires a case-by-case, fact-based inquiry that takes into consideration, among other factors, whether a covered investment has been in operation in the territory of the respondent Party for a sufficient period of time to establish a performance record of profitability.
6. The Tribunal may award pre-award and post-award interest at a reasonable rate.
7. A Tribunal may not order a Party to pay punitive damages.
8. The Tribunal shall not award monetary damages under Article 26(1) (Submission of a Claim to Dispute Settlement) for loss or damage incurred by the investment.
9. The Tribunal shall make an order with respect to the costs of the arbitration, which shall in principle be borne by the unsuccessful disputing party or parties. In determining the appropriate apportionment of costs, the Tribunal shall consider all relevant circumstances, including:
(a) the outcome of any part of the proceeding, including the number or extent of the successful parts of the claims or defences;
(b) the disputing parties’ conduct during the proceeding, including the extent to which they acted in an expeditious and cost-effective manner;
(c) the complexity of the issues; and
(d) the reasonableness of the costs claimed.
10. The Tribunal and the disputing parties shall make every effort to ensure the dispute settlement process is carried out in a timely manner. The Tribunal shall issue its final award within 12 months of the final date of the hearing on the merits. A Tribunal may, with good cause and notice to the disputing parties, delay issuing its final award by an additional brief period.
11. An award made by the Tribunal shall have no binding force except between the disputing parties and in respect of the particular case.
12. Subject to paragraph 13 and the applicable review procedure for an interim award, a disputing party shall abide by and comply with an award without delay.
13. A disputing party may not seek enforcement of a final award until:
(a) in the case of a final award made under the ICSID Convention:
(i) 120 days have elapsed from the date the award was rendered and no disputing party has requested revision or annulment of the award, or
(ii) revision or annulment proceedings have been completed; and
(b) in the case of a final award under the ICSID Additional Facility Rules, the UNCITRAL Arbitration Rules, or any other rules applicable pursuant to Article 26(6)(d) (Submission of a Claim to Dispute Settlement):
(i) 90 days have elapsed from the date the award was rendered and no disputing party has commenced a proceeding to revise, set aside, or annul the award, or
(ii) a court has dismissed or allowed an application to revise, set aside, or annul the award and there is no further appeal.
14. Each Party shall provide for the enforcement of an award in its territory.
15. A claim that is submitted to dispute settlement under this Section shall be considered to arise out of a commercial relationship or transaction for purposes of Article I of the New York Convention.
Article 42. Establishment of a First Instance Investment Tribunal or an Appellate Mechanism for Investor-State Dispute Settlement
If an investor-State dispute settlement mechanism, consisting of a first instance investment tribunal or an appellate mechanism, is developed under other institutional arrangements and is open to the Parties for acceptance, the Parties shall consider whether, and to what extent, a dispute under this Section should be decided pursuant to that investor-State dispute settlement mechanism.
Article 43. Service of Documents
The location for delivery of notice and other documents to a Party shall promptly be made publicly available and notified to other Party by diplomatic note, including any subsequent changes to the place for delivery. Investors shall ensure that service of documents to a Party is made to the appropriate location.
Section F. Optional Expedited Arbitration
Article 44. Consent to Expedited Arbitration
1. The disputing parties to an arbitration under Section E (Settlement of Disputes between a Party and an Investor of the Other Party) may consent to expedite the arbitration in accordance with this Section, when the damages claimed do not exceed CAD$ 10 million, by following the procedure in paragraph 2.
2. The disputing parties shall jointly notify the ICSID Secretariat in writing of their consent to an expedited arbitration in accordance with this Section. The notice must be received within 20 days of the submission of a claim to arbitration under Article 26(6)(a) or Article 26(6)(b) (Submission of a Claim to Dispute Settlement).
3. Section E (Settlement of Disputes between a Party and an Investor of the Other Party), as modified by this Section, applies to the investment dispute, except for Article 36 (Preliminary Objections), which does not apply.
Article 45. Mediation
1. The disputing parties may consent to have recourse to mediation in accordance with this Section. Recourse to mediation is without prejudice to the legal position or rights of a disputing party under this Section.
2. If the disputing parties jointly agree to have recourse to mediation, the disputing parties shall appoint a mediator to facilitate the resolution of the dispute within 20 days of the notification provided under Article 44(2) (Consent to Expedite Arbitration).
3. If the disputing parties do not select a mediator within the time period provided for in paragraph 2, the Secretary-General of ICSID shall select the mediator within 20 days of the expiration of that time period.
4. The disputing parties may hold mediation sessions by videoconference, telephone, or similar means of communication as appropriate.
5. If the disputing parties fail to reach a resolution of the dispute within 60 days of the appointment of the mediator, the dispute shall proceed to arbitration in accordance with this Section.
Article 46. Constitution of the Tribunal
1. The Tribunal in an expedited arbitration shall consist of a sole arbitrator appointed pursuant to Article 47 (Method of Appointing the Sole Arbitrator).
2. An appointment under Article 47 (Method of Appointing the Sole Arbitrator) shall be deemed an appointment in accordance with a method agreed by the parties pursuant to Article 37(2)(a) of the ICSID Convention.
Article 47. Method of Appointing the Sole Arbitrator
1. The disputing parties shall jointly appoint the sole arbitrator within 30 days of the notification delivered under Article 44(2). (Consent to Expedited Arbitration).
2. If the disputing parties do not appoint the sole arbitrator within the time period under paragraph 1, the Secretary-General of ICSID shall appoint the sole arbitrator in the following manner:
(a) the Secretary-General shall transmit a list of five candidates for appointment as the sole arbitrator to the disputing parties within 30 days of the expiration of the time period under paragraph 1;
(b) each disputing party may strike one candidate from the list, and shall rank the remaining candidates in order of preference and transmit such ranking to the Secretary-General within 14 days of receipt of the list;
(c) the Secretary-General shall inform the disputing parties of the result of the rankings on the next business day after receipt of the rankings, and shall appoint the candidate with the best ranking. If two or more candidates share the best ranking, the Secretary-General shall select one of them;
(d) the Secretary-General shall immediately send the request for acceptance of the appointment to the selected candidate, and shall request a reply within 10 days of receipt; and
(e) if the selected candidate does not accept the appointment, the Secretary-General shall select the next highest-ranked candidate.
3. The sole arbitrator shall have expertise or experience as an arbitrator of investor-State disputes arising under international investment agreements. The sole arbitrator shall not have the nationality of either disputing party and shall otherwise be independent of, and not be affiliated with or take instructions from, either disputing party.
4. If the dispute involves a measure referred to in Article 27(1) (Special Rules Regarding Financial Services), the sole arbitrator shall also have expertise or experience in financial services law or practice, such as the regulation of financial institutions.
5. The sole arbitrator shall be prepared to meet the shorter timeframes provided for in this Section.
6. The sole arbitrator’s fees shall be fixed according to the scales of administrative expenses and arbitrator’s fees for the expedited procedure set out in Appendix III of the Arbitration Rules of the International Chamber of Commerce.
7. The sole arbitrator shall abide by the Arbitrator Code of Conduct for Dispute Settlement.
Article 48. First Session In Expedited Arbitration
1. The sole arbitrator shall hold a first session within 30 days of the constitution of the Tribunal under Article 46 (Constitution of the Tribunal).
2. The sole arbitrator shall hold the first session by videoconference, telephone, or similar means of communication, unless both disputing parties and the sole arbitrator agree it shall be held in person.
Article 49. Procedural Schedule for Expedited Arbitration
1. The following schedule for written submissions and the hearing shall apply in the expedited arbitration:
(a) the claimant shall file, within 90 days of the first session, a principal submission on the merits, such as a memorial, of no more than 150 pages;
(b) the respondent Party shall file, within 90 days of the claimant’s filing of its principal submission on the merits pursuant to subparagraph (a), a principal submission on the merits, such as a counter-memorial, of no more than 150 pages;
(c) the claimant shall file, within 90 days of the respondent Party’s filing of its principal submission on the merits pursuant to subparagraph (b), a reply of no more than 100 pages;
(d) the respondent Party shall file, within 90 days of the claimant’s filing of the reply pursuant to subparagraph (c), a rejoinder of no more than 100 pages;
(e) a non-disputing Party may file, within 60 days of the respondent Party’s filing of the rejoinder pursuant to subparagraph (d), a written submission regarding the interpretation of this Agreement pursuant to Article 37(12) (Transparency of Proceedings;
(f) the sole arbitrator shall hold the hearing within 120 days of the respondent Party’s filing of the rejoinder pursuant to subparagraph (d);
(g) each disputing party shall file a statement of costs within 30 days of the last day of the hearing referred to in subparagraph (f); and
(h) the sole arbitrator shall render the award as soon as possible, and in any event within 180 days of the last day of the hearing referred to in subparagraph (f).
2. The sole arbitrator may grant a claimant in default a grace period not exceeding 30 days, otherwise the claimant is deemed to have withdrawn its claim and to have discontinued the proceedings. The sole arbitrator, if appointed, shall, at the request of the respondent Party, and after notice to the disputing parties, in an order take note of the discontinuance. After the order has been rendered, the authority of the Tribunal shall cease.
3. The sole arbitrator may grant a respondent Party in default a grace period not exceeding 30 days, otherwise the claimant may request that the sole arbitrator address the questions submitted to it and render an award.
4. At the request of a disputing party, the sole arbitrator may grant limited requests for specifically identifiable documents that the requesting disputing party knows, or has good cause to believe, exist and are in the possession, custody or control of the other disputing party, and shall adjust the schedule under paragraph 1 as appropriate.
5. The sole arbitrator may, after consulting the disputing parties, limit the number, length, or scope of written submissions or written witness evidence (both fact witnesses and experts).
6. The sole arbitrator may, following a joint request by the disputing parties, decide the dispute solely on the basis of the documents submitted by the disputing parties, with no hearing and no or a limited examination of witnesses or experts. If the sole arbitrator holds a hearing under subparagraph 1(f), the sole arbitrator may conduct the hearing by videoconference, telephone, or similar means of communication.
7. The sole arbitrator shall, following a joint request by the disputing parties, but no later than the date of filing of the respondent Party’s principal submission on the merits referred to in subparagraph 1(b), decide that this Section shall no longer apply to the case.
8. The sole arbitrator may, at the request of a disputing party, but no later than the date of filing of the respondent Party’s principal submission on the merits referred to in subparagraph 1(b), decide that this Section shall no longer apply to the case. The disputing party that has made the request shall bear the costs of the expedited arbitration.
9. If, pursuant to paragraph 7 or 8, the sole arbitrator decides that this Section no longer applies to the case, and unless the disputing parties agree otherwise, the sole arbitrator appointed pursuant to Article 46 (Constitution of the Tribunal) and Article 47 (Method of Appointing the Sole Arbitrator) shall be appointed as presiding arbitrator of the Tribunal constituted under Section E (Settlement of Disputes between a Party and an Investor of the Other Party).
10. In all matters concerning an expedited arbitration procedure not expressly provided for in this Agreement, the disputing parties shall endeavour to agree on the applicable procedural rules. If the disputing parties do not agree on the applicable procedural rules, the sole arbitrator, if appointed, may decide the matter.
Article 50. Consolidation
When two or more claims falling under Article 44 (Consent to Expedited Arbitration) have a question of law or fact in common and arise out of the same events or circumstances, Article 34 (Consolidation) applies.
Section G. State-to-State Dispute Settlement Procedures
Article 51. Disputes between the Parties
1. A Party may request consultations on the interpretation or application of this Agreement. The other Party shall give sympathetic consideration to the request. A dispute between the Parties concerning the interpretation or application of this Agreement shall, whenever possible, be settled amicably through consultations.
2. If a dispute cannot be settled through consultations, it shall, at the request of a Party, be submitted to an arbitral panel for decision.
3. An arbitral panel shall be constituted for each dispute. Within 60 days after receipt through diplomatic channels of the request for arbitration, each Party shall appoint one member to the arbitral panel. The two members shall then select a national of a non-Party who, upon approval by the two Parties, shall be appointed Chair of the arbitral panel. The Chair shall be appointed within 60 days from the date of appointment of the other two members of the arbitral panel. The Parties are encouraged to consider greater diversity in arbitrator appointments, including through the appointment of women.
4. If within the periods specified in paragraph 3 the necessary appointments have not been made, a Party may invite the President of the International Court of Justice to make the necessary appointments in accordance with this Article. If the President is a national of a Party or is otherwise prevented from discharging the said function, the Vice-President shall be invited to make the necessary appointments in accordance with this Article. If the Vice-President is a national of a Party or is otherwise prevented from discharging this function, the Member of the International Court of Justice next in seniority, who is not a national of a Party, shall be invited to make the necessary appointments in accordance with this Article.
5. Arbitrators shall have expertise or experience in public international law, international trade law or the resolution of disputes arising under international trade or international investment agreements.
6. Arbitrators shall be independent. They shall not be affiliated with any government. They shall not take instructions from any organization or government with regard to matters related to the dispute. They shall not participate in the consideration of any disputes that would create a direct or indirect conflict of interest. They shall comply with the International Bar Association Guidelines on Conflicts of Interest in International Arbitration and any supplemental rules agreed to by the Parties. In addition, upon appointment, they shall refrain from acting as counsel or as a party-appointed expert or witness in any pending or new investment dispute under this or any other international agreement.
7. If a Party determines that the dispute involves measures relating to financial institutions or to investors or their covered investments in financial institutions, or where the respondent Party invokes a defence under Article 12 (Transfer of Funds), Article 22(3), or Article 22(4)(General Exceptions), the Chair and members of the arbitral panel shall be appointed so that:
(a) the Chair has expertise or experience in financial services law or practice, such as the regulation of financial institutions, and meets the qualifications set out in paragraphs 5 and 6; and
(b) each of the other members of the arbitral panel shall:
(i) meet the qualifications set out in paragraphs 5 and 6, or
(ii) have expertise or experience in financial services law or practice, such as the regulation of financial institutions, and meet the qualifications of paragraph 6.
8. The arbitral panel shall determine its own procedure. The arbitral panel shall reach its decision by a majority of votes. The decision is binding on both Parties. Unless otherwise agreed, the decision of the arbitral panel shall be rendered within 180 days of the appointment of the Chair.
9. Each Party shall bear the costs of its own member of the arbitral panel and of its representation in the arbitral proceedings. The costs related to the Chair and any remaining costs shall be borne equally by the Parties. The arbitral panel may, however, award that a higher proportion of costs be borne by one of the two Parties, and this award shall be binding on both Parties.
10. Within 60 days of the decision of an arbitral panel, the Parties shall agree on the manner in which to resolve their dispute. The agreement must normally implement the decision of the arbitral panel.
Section H. Final Provisions
Article 52. Consultations and other Actions
1. A Party may request in writing consultations with the other Party regarding an actual or proposed measure or any other matter that it considers might affect the operation of this Agreement.
2. The consultations under paragraph 1 may address, among others, matters relating to:
(a) the implementation of this Agreement, or
(b) the interpretation or application of this Agreement.
3. Further to consultations under this Article, the Parties may take an action as they may agree, including making and adopting rules supplementing the applicable arbitral rules under Section E (Settlement of Disputes between a Party and an Investor of the Other Party) of this Agreement.
Article 53. Extent of Obligations
Each Party shall ensure that it takes all necessary measures to give effect to the provisions of this Agreement, including their observance, except as otherwise provided in this Agreement, by its sub-national governments.
Article 54. Exclusions
Section E (Settlement of Disputes between a Party and an Investor of the Other Party), Section F (Optional Expedited Arbitration) and Section G (State-to-State Dispute Settlement Procedures) of this Agreement do not apply to the matters set out in Annex III (Exclusions from Dispute Settlement).
Article 55. Application and Entry Into Force
1. All Annexes are an integral part of this Agreement.
2. Each Party shall notify the other in writing of the completion of the procedures required in its territory for the entry into force of this Agreement. This Agreement enters into force on the date of the later of these notifications.
3. This Agreement may be amended by mutual written consent of the Parties.
4. This Agreement shall remain in force unless a Party notifies the other Party in writing of its intention to terminate the Agreement. The termination of this Agreement will be effective one year after notice of termination has been received by the other Party.
In respect of investments or commitments to invest made prior to the date when the termination of this Agreement becomes effective, Articles 1 to 54 inclusively, as well as paragraphs 1 and 2 of this Article, shall remain in force for a period of 15 years.
Conclusion
IN WITNESS WHEREOF, the undersigned, duly authorised, have signed this Agreement.
DONE in two originals at on this day of 2025, in the English, French, and Arabic languages, each version being equally authentic.
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FOR THE GOVERNMENT OF CANADA
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FOR THE GOVERNMENT OF THE UNITED ARAB EMIRATES
Attachments
Annex B.7. Customary International Law
The Parties confirm their shared understanding that “customary international law” generally and as specifically referenced in Article 7 (Minimum Standard of Treatment) results from a general and consistent practice of States that they follow from a sense of legal obligation. The customary international law minimum standard of treatment of aliens refers to all customary international law principles that protect the investments of aliens.
Annex I. Reservations for Future Measures
Schedule of Canada
In accordance with Article 21(2) (Non-Conforming Measures), Canada reserves the right to adopt or maintain any measure that does not conform to the obligations set out below with respect to the following sectors or matters:
• social services (i.e.: public law enforcement; correctional services, income security or insurance; social security or insurance; social welfare; public education; public training; health and child care), if the measure does not conform with the obligations imposed by Article 5 (National Treatment), Article 6 (Most-Favoured-Nation Treatment), Article 9 (Senior Management, Boards of Directors, and Entry of Personnel) or Section C (Investment Facilitation);
• the rights or preferences provided to Aboriginal peoples, including those recognized and affirmed by section 35 of the Constitution Act, 1982 or those set out in self-government agreements between the Government of Canada or a sub-national level of government and Indigenous peoples, (9) if the measure does not conform with the obligations imposed by Article 5 (National Treatment), Article 6 (Most-Favoured-Nation Treatment), Article 9 (Senior Management, Boards of Directors, and Entry of Personnel), Article 10 (Performance Requirements) or Section C (Investment Facilitation);