Article 9.2. Scope and Coverage

1. This Chapter applies to measures adopted or maintained by a Party affecting cross-border trade in services by service providers of the other Party, including measures with 9-1 The Parties understand that "seeks to provide or provides a service" has the same meaning as supplies a service as used in GATS Article XXVIII(g). respect to:
(a) the production, distribution, marketing, sale and delivery of a service;
(b) the purchase or use of, or payment for, a service;
(c) the access to and use of distribution and transportation systems in connection with the provision of a service;
(d) the presence in its territory of a service provider of the other Party; and
(e) the provision of a bond or other form of financial security as a condition for the provision of a service.
2. For the purposes of this Chapter, measures adopted or maintained by a Party mean measures adopted or maintained by central, or local governments and authorities or by non-governmental bodies in the exercise of any regulatory, administrative or other governmental authority delegated by central, or local governments and authorities. 3. This Chapter does not apply to:
(a) measures adopted or maintained by a Party to the extent that they are covered by Chapter 12 (Financial Services) unless specified otherwise therein;
(b) government procurement which shall be governed by Chapter 16 (Government Procurement);
(c) subsidies or grants, including government-supported loans, guarantees and insurance; or to any conditions attached to the receipt or continued receipt of such subsidies or grants, whether or not such subsidies or grants are offered exclusively to domestic services, service consumers or service suppliers;
(d) services provided in the exercise of governmental authority (such as law enforcement, correctional services, income security or insurance, social security or insurance, social welfare, public education, public training, health, and child care), provided that such services are supplied neither on a commercial basis, nor in competition with one or more service providers; and
(e) transportation and non-transportation air services, including domestic and international services, whether scheduled or non-scheduled, and related services in support of air services (9-2), other than:
(i) aircraft repair and maintenance services,
(ii) the selling and marketing of air transport services; and
(iii) computerised reservation system services.
4. Nothing in this Chapter shall be construed to impose any obligation on a Party with respect to a national of the other Party seeking access to its employment market, or employed on a permanent basis in its territory, or to confer any right on that national with respect to such access or employment.
5. Article 9.11 shall also apply to measures by a Party affecting the supply of a service in its territory by investors of the other Party or investments of investors of the other Party as defined in Article 10.1 (9-3).

Article 9.3. National Treatment

1. Each Party shall accord to services and service providers of the other Party treatment no less favourable than that it accords, in like circumstances, to its own services and service providers.
2. The treatment to be accorded to a Party under paragraph 1 means, with respect to measures adopted or maintained by a local government, treatment no less favourable than the most favourable treatment accorded, in like circumstances, by that local government to service providers of the Party of which it forms a part, including itself.

Article 9.4. Local Presence

Neither Party shall require a service provider of the other Party to establish or maintain a representative office or any form of enterprise, or to be resident, in its territory as a condition for the cross-border provision of a service.

Article 9.5. Market Access

9-3 The Parties understand that nothing in this Chapter, including this paragraph, is subject to investor-state dispute settlement pursuant to Section C of Chapter 10 (Investment). Neither Party shall adopt or maintain, either on the basis of a regional subdivision or on the basis of its entire territory, measures that:
(a) limit:
(i) the number of service suppliers whether in the form of numerical quotas, monopolies, exclusive service suppliers or the requirement of an economic needs test;
(ii) the total value of service transactions or assets in the form of numerical quotas or the requirement of an economic needs test;
(iii) the total number of service operations or the total quantity of services output expressed in terms of designated numerical units in the form of quotas or the requirement of an economic needs test; (9-4)
(iv) the total number of natural persons that may be employed in a particular service sector or that a service supplier may employ and who are necessary for, and directly related to, the supply of a specific service in the form of numerical quotas or the requirement of an economic needs test; and
(b) restrict or require specific types of legal entity or joint venture through which a service supplier may supply a service.

Article 9.6. Non-conforming Measures

1. Articles 9.3, 9.4 and 9.5 do not apply to:
(a) any existing non-conforming measure that is maintained by a Party as set out in its Schedule to Annex 9A; or
(b) the continuation or prompt renewal of any non-conforming measure referred to in paragraph (a); or
(c) an amendment to any non-conforming measure referred to in paragraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 9.3 , 9.4 and 9.5 .
2. Articles 9.3, 9.4 and 9.5 do not apply to any measure that a Party adopts or maintains with respect to sectors, subsectors or activities, as set out in its Schedule to Annex 9B.
3. Article 9.11 shall not apply to:
(a) any existing non-conforming measure that is maintained by a Party as set out in Annex 9A; or
(b) any existing or new measure that a Party adopts or maintains with respect to sectors, subsectors or activities as set out in Annex 9B.

Article 9.7. Additional Commitments

The Parties may negotiate commitments with respect to measures affecting trade in services not subject to scheduling under Article 9.6, including those regarding qualifications, standards or licensing matters. Such commitments shall be inscribed in a Party's Schedule of specific commitments in Annex 9C.

Article 9.8. Future Liberalisation

1. The Parties will, through future negotiations, to be scheduled pursuant to the Article 22.1, further deepen liberalisation with a view to reaching the reduction or elimination of the remaining restrictions scheduled in conformity with Article 9.6 and to adding additional commitments to Article 9.7, on a mutually advantageous basis and at ensuring an overall balance of rights and obligations.
2. If a Party makes any further liberalisation of the remaining restrictions scheduled in conformity with Article 9.6 or any additional commitments scheduled in conformity with Article 9.7 by an agreement with a non-Party, it shall afford adequate opportunity to the other Party to negotiate treatment granted therein on a mutually advantageous basis and with a view to securing an overall balance of rights and obligations.

Article 9.9. Procedures

At the first or subsequent review of this Agreement pursuant to Article 22.1, the Parties shall establish procedures for:
(a) a Party to notify and include in its relevant Schedule:
(i) additional commitments pursuant to Article 9.7; and
(ii) amendments of measures referred to in paragraph 1(c) of Article 9.6 ; and
(b) consultations on non-conforming measures or additional commitments with a view to further liberalisation.

Article 9.10. Recognition

1. For the purposes of the fulfillment of, in whole or in part, its standards or criteria for the authorisation, licensing or certification of services suppliers, and subject to the requirements in paragraph 3, a Party may recognise the education or experience obtained, requirements met, or licenses or certifications granted in the other Party. Such recognition, which may be achieved through harmonisation or otherwise, may be based upon an agreement or arrangement between the Parties, or may be accorded autonomously.
2. A Party that is a party to an agreement or arrangement of the type referred to in paragraph 1, whether existing or future, shall afford adequate opportunity for the other Party, if the other Party is interested, to negotiate its accession to such an agreement or arrangement or to negotiate comparable ones with it. Where a Party accords recognition autonomously, it shall afford adequate opportunity for the other Party to demonstrate that education, experience, licences, or certifications obtained or requirements met in that other Party's territory should be recognised.
3. A Party shall not accord recognition in a manner which would constitute a means of discrimination between countries in the application of its standards or criteria for the authorisation, licensing or certification of services suppliers, or a disguised restriction on trade in services.
4. Annex 9D applies to measures adopted or maintained by a Party relating to the licensing or certification of professional service providers.

Article 9.11. Domestic Regulation

1. Each Party shall ensure that all measures of general application affecting trade in services are administered in a reasonable, objective and impartial manner.
2. Each Party shall maintain or institute as soon as practicable judicial, arbitral or administrative tribunals or procedures which provide, at the request of an affected service supplier of the other Party, for the prompt review of, and where justified, appropriate remedies for, administrative decisions affecting trade in services. Where such procedures are not independent of the agency entrusted with the administrative decision concerned, the Party shall ensure that the procedures in fact provide for an objective and impartial review.
3. Paragraph 2 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.
4. Where authorisation is required for the supply of a service, the competent authorities of a Party shall, within a reasonable period of time after the submission of an application considered complete under domestic laws and regulations, inform the applicant of the decision concerning the application. At the request of the applicant, the competent authorities of the Party shall provide, without undue delay, information concerning the status of the application.
5. With the objective of ensuring that measures relating to qualification requirements and procedures, technical standards and licensing requirements do not constitute unnecessary barriers to trade in services, the Parties shall jointly review theresults of the negotiations on disciplines on these measures, pursuant to Article VI.4 of GATS, with a view to their incorporation into this Agreement. The Parties note that such disciplines aim to ensure that such requirements are inter alia:
(a) based on objective and transparent criteria, such as competence and the ability to supply the service;
(b) not more burdensome than necessary to ensure the quality of the service;
(c) in the case of licensing procedures, not in themselves a restriction on the supply of the service.
6. Pending the incorporation of disciplines pursuant to pararaph 5, a Party shall not apply licensing and qualification requirements and technical standards that nullify or impair its obligations under this Chapter in a manner which:
(a) does not comply with the criteria outlined in paragraphs 5(a), (b) or (c); and
(b) could not reasonably have been expected of that Party at the time the obligations were undertaken.
7. In determining whether a Party is in conformity with its obligations under paragraph 6, account shall be taken of international standards of relevant international organisations (9-5) applied by that Party.

Article 9.12. Denial of Benefits

Subject to prior notification and consultation in accordance with Article 19.3 and Article 20.4, a Party may deny the benefits of this Chapter to a service provider of the other Party where the Party establishes that the service is being provided by an enterprise that is owned or controlled by persons of a non-Party and that has no substantive business operations in the territory of the other Party.

Article 9.13. Monopoly and Exclusive Service Suppliers

1. Each Party shall ensure that any monopoly supplier of a service in its territory does not, in the supply of the monopoly service in the relevant market, act in a manner inconsistent with the Party's obligations under Articles 9.3 and 9.5.
2. Where a Party's monopoly supplier competes, either directly or through an affiliated company, in the supply of a service outside the scope of its monopoly rights and which is subject to that Party's obligations under Articles 9.3 and 9.5, the Party shall ensure that such a supplier does not abuse its monopoly position to act in its territory in a manner inconsistent with such commitments.
3. If a Party has reason to believe that a monopoly supplier of a service of the other Party is acting in a manner inconsistent with paragraph 1 or 2, it may request the other Party establishing, maintaining or authorising such supplier to provide specific information concerning the relevant operations in its territory.
4. The provisions of this Article shall also apply to cases of exclusive service suppliers, where a Party, formally or in effect,
(a) authorises or establishes a small number of service suppliers and
(b) substantially prevents competition among those suppliers in its territory.

Article 9.14. Modification or Addition of Reservations

1. By giving three (3) months of written notification to the other Party, a Party may modify or add to its non-conforming measures as set out in Annex 9A and add new sectors, sub-sectors or activities to its reservations set out in Annex 9B. At the request of the other Party, it shall hold consultations with a view to reaching agreement on any necessary adjustment required to maintain the overall balance of commitments undertaken by each Party under this Agreement. If agreement is not reached between the Parties on any necessary adjustment, the matter may be referred to arbitration in accordance with Chapter 20 (Dispute Settlement).
2. Paragraph 1 shall not be construed to prejudice the right of both Parties to maintain any existing measure or adopt new measures consistent with the reservations set out in Annexes 9A and 9B.
3. Within two (2) years after the date of entry into force of this Agreement, a Party may modify or add to its reservations as set out in Annex 9A in respect of any measure inconsistent with Article 9.5 so long as such a measure has been maintained by that Party before the date of the signature of this Agreement.

Article 9.15. Payments and Transfers

1. Subject to its reservations pursuant to Article 9.6 and except under the circumstances envisaged in Article 9.16, a Party shall not apply restrictions on international transfers and payments for current transactions.
2. Nothing in this Chapter shall affect the rights and obligations of the Parties as members of the International Monetary Fund under the Articles of Agreement of the Fund, including the use of exchange actions which are in conformity with the Articles of Agreement, provided that a Party shall not impose restrictions on any capital transactions inconsistently with its obligations under this Chapter regarding such transactions, except under Article 9.16, or at request of the Fund.

Article 9.16. Balance-of-payments Exception

1. Where a Party is in serious balance of payments and external financial difficulties or threat thereof, it may, in accordance with Articles XI and XII of GATS adopt or maintain restrictions on trade in services on which it has obligations, including on payments or transfers for transactions related to such commitments. Articles XI and XII of GATS is hereby incorporated into and made part of this Agreement.
2. The Party introducing a measure under this Article shall promptly notify the other Party.

Chapter 10. Investment

Section A. Definitions

Article 10.1. Definitions

For the purposes of this Chapter:
disputing investor means an investor that makes a claim under Section C;
disputing Party means a Party against which a claim is made under Section C;
freely usable currency means "freely usable currency" as determined by the International Monetary Fund under its Articles of Agreement and any amendments thereto;
investment means every kind of asset that an investor owns or controls, directly or indirectly, and that has the characteristics of an investment, such as the commitment of capital or other resources, the expectation of gains or profits or the assumption of risk (10-1). Forms that an investment may take include, but are not limited to (10-2): 
(a) an enterprise;
(b) shares, stocks, and other forms of equity participation in an enterprise, including rights derived therefrom;
(c) bonds, debentures, loans and other debt instruments of an enterprise, including rights derived therefrom;
(d) futures, options, and other derivatives;
(e) rights under contracts, including turnkey, construction, management, production, concession or revenue-sharing contracts;
(f) claims to money and claims to any performance under contract having an economic value;
(g) intellectual property rights and goodwill;
(h) rights conferred pursuant to domestic laws and regulations or contracts such as concessions, licences, authorisations and permits; and
(i) other tangible or intangible, movable or immovable property, and related property rights, such as leases, mortgages, liens and pledges.
investment of an investor of a Party means an investment owned or controlled, directly or indirectly, by an investor of such a Party;
investor of a Party means a Party or a national or an enterprise of a Party that is seeking to make, is making, or has made, investments in the territory of the other Party;
investor of a non-Party means an investor other than an investor of a Party;
transfers means transfers and international payments;
TRIMs Agreement means the Agreement on Trade-Related Investment Measures, which is part of the WTO Agreement; and
UNCITRAL Arbitration Rules means the arbitration rules of the United Nations Commission on International Trade Law, approved by the United Nations General Assembly on December 15, 1976.

Section B. Investment

Article 10.2. Scope and Coverage

1. This Chapter applies to measures adopted or maintained by a Party relating to:
(a) investors of the other Party;
(b) investments of investors of the other Party in the territory of a Party; and
(c) with respect to Articles 10.7 (10-3) and 10.18, all the investments in the territory of the Party.
2. This Chapter applies to the existing investments at the date of the entry into force of this Agreement, as well as to the investments made or acquired after this date.
3. For the purposes of this Chapter, measures adopted or maintained by a Party mean measures adopted or maintained by central or local governments and authorities or by non-governmental bodies in the exercise of any regulatory, administrative or other governmental authority delegated by central or local governments and authorities.
4. This Chapter does not apply to claims arising out of events which occurred, or claims which had been raised, prior to the entry into force of this Agreement.
5. This Chapter does not apply to services supplied in the exercise of governmental authority (such as law enforcement, correctional services, income security or insurance, social security (10-4) or insurance, social welfare, public education, public training, health, and child care), provided that such services are supplied neither on a commercial basis, nor in competition with one or more service suppliers.

Article 10.3. Relation to other Chapters

1. In the event of any inconsistency between this Chapter and another Chapter in this Agreement, the other Chapter shall prevail to the extent of the inconsistency. 2. The requirement by a Party that a service provider of the other Party post 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 that cross-border service. This Chapter applies to that Party's treatment of the posted bond or financial security. 3. This Chapter does not apply to measures adopted or maintained by a Party to the extent that they are covered by Chapter 12 (Financial Services) unless specified otherwise therein.

Article 10.4. National Treatment

1. Each Party shall accord to investors of the other Party treatment no less favourable than that it accords, in like circumstances, to its own investors with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments in its territory.
2. Each Party shall accord to investments of investors of the other Party treatment no less favourable than that it accords, in like circumstances, to investments in its territory of its own investors with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments.
3. The treatment to be accorded by a Party under paragraphs 1 and 2 means, with respect to a local government, treatment no less favourable than the most favourable treatment accorded, in like circumstances, by that local government to investors, and to investments of investors, of the Party of which it forms a part, including itself.

Article 10.5. Minimum Standard of Treatment

1. Each Party shall accord to investments of investors of the other Party treatment in accordance with the customary international law minimum standard of treatment, including fair and equitable treatment and full protection and security.
2. The concepts of "fair and equitable treatment" and "full protection and security" in paragraph 1 do not require treatment in addition to or beyond that which is required by the customary international law minimum standard of treatment of aliens and do not create additional substantive rights.
(a) The obligation to provide "fair and equitable treatment" includes the obligation not to deny justice in criminal, civil or administrative adjudicatory proceedings.
(b) The obligation to provide "full protection and security" requires each Party to provide the level of police protection required under customary international law.
(c) The "customary international law minimum standard of treatment of aliens" refers to all customary international law principles that protect the economic rights and interests of aliens.
3. A determination that there has been a breach of another provision of this Agreement, or of a separate international agreement, does not establish that there has been a breach of this Article.

Article 10.6. Access to the Judicial and Administrative Procedures

Each Party shall within its territory accord to investors of the other Party treatment no less favourable than the treatment which it accords in like circumstances to its own investors, with respect to access to its courts of justice and administrative tribunals and agencies in all degrees of jurisdiction both in pursuit and in defence of such investors' rights.

Article 10.7. Performance Requirements

1. Neither Party may impose or enforce any of the following requirements, or enforce any commitment or undertaking, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party in its territory:
(a) to export a given level or percentage of goods or services;
(b) to achieve a given level or percentage of domestic content;
(c) to purchase, use or accord a preference to goods produced in its territory, or to purchase goods from persons in its territory;
(d) to purchase, use or accord a preference to services provided in its territory, or to purchase services from persons in its territory;
(e) to relate 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;
(f) to restrict sales of goods or services in its territory that such investment produces or provides by relating such sales to the volume or value of its exports or foreign exchange earnings;
(g) to transfer technology, a production process or other proprietary knowledge to a person in its territory, except when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy an alleged violation of competition law or to act in a manner not inconsistent with other provisions of this Agreement; or
(h) to supply exclusively from the territory of the Party the goods that it produces or the services that it supplies to a specific regional market or to the world market.
2. The provisions of paragraph 1 do not preclude either Party from conditioning the receipt or continued receipt of an advantage, in connection with investment and business activities in its territory of an investor of the other Party or of a non-Party, on compliance with any of the requirements set forth in paragraphs 1 (d), (g) and (h).
3. Nothing in paragraph 1 shall be construed to prevent a Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory of an investor of a Party or of a non-Party, on compliance with a requirement to locate production, provide a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territory.
4. Provided that such measures are not applied in an arbitrary or unjustifiable manner, or do not constitute a disguised restriction on international trade or investment, nothing in paragraphs 1(b), (c) or (d) shall be construed to prevent a Party from adopting or maintaining measures, including environmental measures:
(a) necessary to secure compliance with laws and regulations that are not inconsistent with the provisions of this Agreement;
(b) necessary to protect human, animal or plant life or health; or
(c) necessary for the conservation of living or non-living exhaustible natural resources.
5. Nothing in this Article shall be construed so as to derogate from the rights and obligations of the Parties under the TRIMs Agreement.
6. This Article does not preclude the application of any commitment, obligation or requirement between private parties, where a Party did not impose or require such commitment, undertaking or requirement.

Article 10.8. Senior Management and Boards of Directors

1. Neither Party may require that an enterprise of that Party that is an investment of an investor of the other Party appoint to senior management positions individuals of any particular nationality.
2. A Party may require that a majority of the board of directors, or any committee thereof, of an enterprise of that Party that is an investment of an investor of the other Party, 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 10.9. Non-conforming Measures

1. Articles 10.4, 10.7, and 10.8 shall not apply to:
(a) any existing non-conforming measure that is maintained by a Party as set out in its Schedule to Annex 9A;
(b) the continuation or prompt renewal of any non-conforming measure referred to in paragraph (a); or
(c) an amendment to any non-conforming measure referred to in paragraph (a) to the extent that the amendment does not decrease the conformity of the measure, as it existed immediately before the amendment, with Articles 10.4, 10.7, and 10.8.
2. Articles 10.4, 10.7 and 10.8 shall not apply to any measure that a Party adopts or maintains with respect to sectors, sub-sectors or activities, as set out in its Schedule to Annex 9B.
3. Neither Party shall, under any measure adopted after the date of entry into force of this Agreement and covered by its Schedule to Annex 9B, require an investor of the other Party, by reason of its nationality, to sell or otherwise dispose of an investment existing at the time the measure becomes effective.
4. Articles 10.4 and 10.8 shall not apply to: (a) government procurement by a Party; or (b) subsidies or grants provided by a Party, or to any conditions attached to the receipt or continued receipt of such subsidies or grants, whether or not such subsidies or grants are offered exclusively to investors of the Party or investments of investors of the Party, including government-supported loans, guarantees and insurance.
5. Nothing in this Chapter shall be construed so as to derogate from rights and obligations under international agreements in respect of protection of intellectual property rights to which both Parties are party, including the WTO Agreement on Trade-Related Aspects of Intellectual Property Rights and other treaties concluded under the auspices of the World Intellectual Property Organization.

Article 10.10. Future Liberalisation

1. If a Party makes any further liberalisation of the remaining restrictions scheduled in conformity with Article 10.9 by an agreement with a non-Party, it shall afford adequate opportunity to the other Party to negotiate treatment granted therein on a mutually advantageous basis and with a view to securing an overall balance of rights and obligations. 2. Through the review mechanism pursuant to Article 22.1, the Parties will engage in further liberalisation with a view to reaching the reduction or elimination of the remaining restrictions scheduled in conformity with paragraphs 1 and 2 of Article 10.9 on a mutually advantageous basis and securing an overall balance of rights and obligations.

Article 10.11. Transfers

1. Each Party shall permit all transfers relating to an investment of an investor of the other Party to be made freely and without delay into and out of its territory. Such transfers include:
(a) the initial capital and additional amounts to maintain or increase an investment;
(b) profits, dividends, interest, capital gains, royalty payments, management fees, technical assistance and other fees, returns in kind and other amounts derived from the investment; (c) proceeds from the sale of all or any part of the investment or from the partial or complete liquidation of the investment;
(d) payments made under a contract entered into by the investor, or its investment, including payments made pursuant to a loan agreement;
(e) payments made pursuant to Articles 10.13 and 10.14; and
(f) payments arising under Section C.
2. Each Party shall permit transfers prescribed in paragraph 1 to be made in a freely usable currency at the market rate of exchange prevailing at the time of transfer.
3. Notwithstanding paragraphs 1 and 2, a Party may prevent a transfer through the equitable, non-discriminatory and good faith application of its laws relating to:
(a) bankruptcy, insolvency or the protection of the rights of creditors;
(b) issuing, trading, or dealing in securities, futures, options, or derivatives;
(c) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities;
(d) criminal or penal offences; or
(e) ensuring compliance with orders or judgments in judicial or administrative proceedings.

Article 10.12. Safeguards

1. A Party may, subject to paragraph 2, adopt or maintain measures inconsistent with its obligation provided for in Article 10.4 relating to cross-border capital transactions or Article 10.11:
(a) in the event of serious balance of payments or external financial difficulties or threat thereof; or
(b) where, in exceptional circumstances, payments and capital movements between the Parties cause or threaten to cause serious difficulties for the operation of monetary policy or exchange rate policy in either Party.
2. The measures referred to in paragraph 1:
(a) shall be consistent with the Articles of Agreement of the International Monetary Fund;
(b) shall not exceed those necessary to deal with the circumstances described in paragraph 1 ;
(c) shall be temporary and phased out progressively as the situation improves;
(d) shall promptly be notified to the other Party;
(e) shall avoid unnecessary damage to the commercial, economic and financial interests of the other Party;
(f) shall be applied on a national treatment basis; and
(g) shall ensure that the other Party is treated as favourably as any non-Party.
3. Measures adopted or maintained pursuant to paragraph 1(b) shall not exceed a period of six (6) months and may be extended through their formal reintroduction. In addition, a Party adopting such measures or any changes shall commence consultations with the other Party in order to review the restrictions adopted by it.
4. Nothing in this Chapter shall be regarded as affecting the rights enjoyed and obligations undertaken by a Party as a party to the Articles of Agreement of the International Monetary Fund.

Article 10.13. Expropriation and Compensation

1. Neither Party may, directly or indirectly, nationalise or expropriate an investment of an investor of the other Party in its territory, except:
(a) for a public purpose;
(b) on a non-discriminatory basis;
(c) in accordance with due process of law and Article 10.6 ; and
(d) on payment of compensation in accordance with paragraphs 2, 3 and 4.
2. Compensation shall:
(a) be paid without delay and be fully realisable;
(b) be equivalent to the fair market value of the expropriated investment immediately before the expropriation took place ("date of expropriation"); and
(c) not reflect any change in value occurring because the intended expropriation had become known earlier.
3. If the fair market value is denominated in a freely usable currency, the compensation paid 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 usable, the compensation paid – converted into the currency of payment at the market rate of exchange prevailing on the date of payment – shall be no less than:
(a) the fair market value on the date of expropriation, converted into a freely usable currency at the market rate of exchange prevailing on that date, plus
(b) interest, at a commercially reasonable rate for that freely usable currency, accrued from the date of expropriation until the date of payment.
5. Notwithstanding paragraphs 1, 2, 3 and 4, any measure of expropriation relating to land, which shall be as defined in the existing domestic legislation of the expropriating Party on the date of entry into force of this Agreement, shall be, for a purpose and upon payment of compensation, in accordance with the aforesaid legislation and any subsequent amendments thereto relating to the amount of compensation where such amendments follow the general trends in the market value of the land (10-5).
6. This Article does not apply to the issuance of compulsory licences granted in relation to intellectual property rights in accordance with the TRIPS Agreement, or to the revocation, limitation, or creation of intellectual property rights, to the extent that such issuance, revocation, limitation, or creation is consistent with Chapter 17 (Intellectual Property Rights).

Article 10.14. Losses and Compensation

1. Investors of a Party whose investments suffer losses owing to war or other armed conflict, a state of national emergency, revolt, insurrection, riot or other similar situations, and such losses as ones resulting from requisition or destruction of property, which was not caused in combat action or was not required by the necessity of the situation, in the territory of the other Party, shall be accorded by the other Party, treatment, as regards restitution, indemnification, compensation or other forms of settlement, no less favourable than that which the other Party accords to its own investors or to investors of any non-Party, whichever is more favourable to the investors concerned.
2. Paragraph 1 does not apply to existing measures relating to subsidies or grants, or to any conditions attached to the receipt or continued receipt of such subsidies or grants, whether or not such subsidies or grants are offered exclusively to investors of the Party or investments of investors of the Party, including government-supported loans, guarantees and insurance, that would be inconsistent with Article 10.4 but for paragraph 4(b) of Article 10.9.

Article 10.15. Subrogation

1. Where a Party or an agency authorised by that Party has granted a contract of insurance or any form of financial guarantee against non-commercial risks with regard to an investment by one of its investors in the territory of the other Party and when 10-5 Article 10.13 is to be interpreted in accordance with and is subjected to the letter exchange on expropriation. payment has been made under this contract or financial guarantee by the former Party or the agency authorised by it, the latter Party shall recognise the rights of the former Party or the agency authorised by the Party by virtue of the principle of subrogation to the rights of the investor.
2. Where a Party or the agency authorised by the Party has made a payment to its investor and has taken over rights and claims of the investor, that investor shall not, unless authorised to act on behalf of the Party or the agency authorised by the Party, making the payment, pursue those rights and claims against the other Party.
3. Articles 10.11, 10.13 and 10.14 shall apply mutatis mutandis as regards payment to be made to the Party or the agency prescribed in paragraphs 1 and 2 by virtue of such recognition of rights and claims, and the transfer of such payment.

Article 10.16. Special Formalities and Information Requirements

1. Nothing in Article 10.4 shall be construed to prevent a Party from adopting or maintaining a measure that prescribes special formalities in connection with the establishment of investments by investors of the other Party, such as the requirement that investments be legally constituted under the laws or regulations of the Party, provided that such formalities are consistent with this Chapter and do not materially impair the protections pursuant to this Chapter afforded by a Party to investors of the other Party and investments of investors of the other Party.
2. Notwithstanding Article 10.4, a Party may require an investor of the other Party, or an investment of the investor in its territory, to provide routine information concerning that investment solely for informational or statistical purposes. The Party shall protect such business information that is confidential from any disclosure that would prejudice the competitive position of the investor or the investment. Nothing in this paragraph shall be construed to prevent a Party from otherwise obtaining or disclosing information in connection with the equitable and good faith application of its law.

Article 10.17. Denial of Benefits

Subject to prior notification and consultation in accordance with Articles 19.3 and 20.4, a Party may deny the benefits of this Chapter to an investor of the other Party that is an enterprise of such other Party and to investments of that investor if investors of a non-Party own or control the enterprise and the enterprise has no substantive business operations in the territory of the other Party under whose law it is constituted or organised.

Article 10.18. Environmental Measures

Nothing in this Chapter shall be construed to prevent a Party from adopting, maintaining or enforcing any measure otherwise consistent with this Chapter that it considers appropriate to ensure that investment activity in its territory is undertaken in a manner sensitive to environmental concerns. 

Section C. Settelment of Disputes between a Party and an Investor of the other Party

Article 10.19. Settlement of Disputes between a Party and an Investor of the other Party

1. This Article shall apply to disputes between a Party and an investor of the other Party concerning an alleged breach of an obligation of the former under this Chapter which causes loss or damage to the investor or its investment and establishes a mechanism for the settlement of investment disputes that assures both equal treatment among investors of the Parties in accordance with the principle of international reciprocity and due process before an impartial tribunal.
2. The parties to the dispute shall initially seek to resolve the dispute by consultations and negotiations.
3. If the dispute cannot be resolved as provided for under paragraph 2 within six (6) months from the date of a request for consultations and negotiations, and if the investor concerned has not submitted the investment dispute for resolution (a) before the courts or administrative tribunals of the disputing Party (excluding proceedings for interim measures of protection referred to in paragraph 5), or (b) in accordance with any previously agreed dispute settlement procedures, the investor concerned may submit the dispute for settlement to:
(a) the International Centre for Settlement of Investment Disputes (ICSID), if both Parties are parties to the ICSID Convention;
(b) arbitration under UNCITRAL Arbitration Rules; or
(c) any other arbitral institution or in accordance with any other arbitral rules, if the parties to the dispute so agree.
4. Each Party hereby consents to the submission of a dispute to arbitration under paragraphs 3(a) and 3(b) in accordance with the provisions of this Article, conditional upon: (a) the submission of the dispute to such arbitration taking place within three (3) years of the time at which the disputing investor became aware, or should reasonably have become aware, of a breach of an obligation under this Chapter and, of the loss or damage incurred by the disputing investor or its investment;
(b) the disputing investor not being an enterprise of the disputing Party until the disputing investor refers the dispute for arbitration pursuant to paragraph 3; and
(c) the disputing investor providing written notice, which shall be delivered at least ninety (90) days before the claim to arbitration is submitted, to the disputing Party of its intent to submit the dispute to such arbitration and which:
(i) nominates one (1) of the fora in paragraph 3(a), (b) or (c) as the forum for dispute settlement;
(ii) briefly summarises the alleged breach of the disputing Party under this Chapter (including the articles alleged to have been breached) and the loss or damage allegedly caused to the investor or its investment.
5. Neither Party shall prevent the disputing investor from seeking interim measures of protection, not involving the payment of damages or resolution of the substance of the matter in dispute before the courts or administrative tribunals of the disputing Party, prior to the institution of proceedings before any of the dispute settlement fora referred to in paragraph 3, for the preservation of its rights and interests.
6. Neither Party shall give diplomatic protection, or bring an international claim, in respect of a dispute which one of its investors and the other Party shall have consented to submit or have submitted to arbitration under this Article, unless such other Party has failed to abide by and comply with the award rendered in such dispute. Diplomatic protection, for the purposes of this paragraph, shall not include informal diplomatic exchanges for the sole purpose of facilitating a settlement of the dispute.

Chapter 11. Telecommunications

Article 11.1. Definitions

For the purposes of this Chapter:
cost-oriented means based on cost, and may include a reasonable profit, and may involve different cost methodologies for different facilities or services;
end-user means a final consumer of or subscriber to a public telecommunications service, including a service supplier but excluding a supplier of public telecommunications transport network or services;
essential facilities means facilities of a public telecommunications transport network or service that:
(a) are exclusively or predominantly provided by a single or limited number of suppliers; and (b) cannot feasibly be economically or technically substituted in order to provide a service; facilities-based suppliers means suppliers of public telecommunications transport networks or services that are:
(a) for Korea, telecommunications carriers provided for in Article 5 of the Telecommunications Business Act; and
(b) for Singapore, Facilities-Based Operators;
major supplier means a supplier of basic telecommunications services that has the ability to materially affect the terms of participation (having regard to price and supply) in the relevant market for public telecommunications transport network or services as a result of: (a) control over essential facilities; or
(b) use of its position in the market;
network element means a facility or equipment used in the provision of a public telecommunications service, including features, functions, and capabilities that are provided by means of such facility or equipment;
non-discriminatory means treatment no less favourable than that accorded to any other user of like public telecommunications transport networks or services in like circumstances;
number portability means the ability of end-users of public telecommunications transport network or services to retain existing telephone numbers without impairment of quality, reliability, or convenience when switching between like suppliers of public telecommunications transport network or services;
public telecommunications transport network means public telecommunications infrastructure that permits telecommunications between defined network termination points;
public telecommunications transport network or services means public telecommunications transport network and/or public telecommunications transport services;
public telecommunications transport service means any telecommunications transport service required by a Party, explicitly or in effect, to be offered to the public generally, including telegraph, telephone, telex and data transmission, that typically involves the real-time transmission of customer-supplied information between two or more points without any end-to-end change in the form or content of the customer's information;
service supplier means any person that supplies a service;
telecommunications means the transmission and reception of signals by any electromagnetic means; and
user means service consumers and service suppliers.

Article 11.2. Scope and Coverage (11-1)

1. This Chapter shall apply to measures adopted or maintained by a Party that affect access to and use of, and the regulation of public telecommunications transport networks and services.
2. This Chapter does not apply to any measure adopted or maintained by a Party relating to cable or broadcast distribution of radio or television programming.
3. Nothing in this Chapter shall be construed to:
(a) require a Party to authorise a service supplier of the other Party to establish, construct, acquire, lease, operate or provide telecommunications transport networks or services; or
(b) require a Party (or require a Party to compel any service supplier) to establish, construct, acquire, lease, operate or provide telecommunications transport networks or services not offered to the public generally.

Article 11.3. Access to and Use of Public Telecommunications Transport Networks and Services

1. Each Party shall ensure that service suppliers of the other Party have access to and use of any public telecommunications transport network and service, including private leased circuits, offered in its territory or across its borders on reasonable, nondiscriminatory, timely and transparent terms and conditions, including as those set out in paragraphs 2, 3, 4, 5 and 6.
2. Each Party shall ensure that service suppliers of the other Party are permitted to:
(a) purchase or lease, and attach terminal or other equipment that interfaces with the public telecommunications transport network;
(b) interconnect leased or owned circuits with public telecommunications transport networks and services in the territory, of that Party, or with circuits leased or owned by another service supplier;
(c) perform switching, signaling and processing functions;
(d) use operating protocols of their choice, other than as necessary to ensure the availability of telecommunications transport networks and services to the public generally; and
(e) provide services to individual or multiple end-users over any leased or owned circuit(s) to the extent that the scope and type of such services are not inconsistent with each Party's domestic laws and regulations.
3. Each Party shall ensure that service suppliers of the other Party may use public telecommunications transport networks and services for the movement of information in its territory or across its borders, including for intra-corporate communications, and for access to information contained in databases or otherwise stored in machine-readable form in the territory of the other Party.
4. Notwithstanding the preceding paragraph, a Party may take such measures as are necessary to ensure the security and confidentiality of messages, or to protect the privacy of personal data of end-users, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination or a disguised restriction on trade in services.
5. Each Party shall ensure that no condition is imposed on access to and use of public telecommunications transport networks and services, other than that necessary to:
(a) safeguard the public service responsibilities of suppliers of public telecommunications transport networks and services, in particular their ability to make their networks or services available to the public generally; or
(b) protect the technical integrity of public telecommunications transport networks and services.
6. Provided that they satisfy the criteria set out in paragraph 5, conditions for access to and use of public telecommunications transport networks and services may include:
(a) a requirement to use specified technical interfaces, including interface protocols, for interconnection with such networks or services;
(b) requirements, where necessary, for the inter-operability of such services;
(c) type approval of terminal or other equipment which interfaces with the network and technical requirements relating to the attachment of such equipment to such networks; or (d) notification, registration and licensing.

Article 11.4. Conduct of Major Suppliers

Treatment by Major Suppliers
1. Each Party shall ensure that any major supplier in its territory accords facilities-based suppliers, licensed in its territory, of the other Party treatment no less favourable than such major supplier accords to itself, its subsidiaries, its affiliates, or any non-affiliated service supplier, provided they are facilities-based suppliers, regarding:
(a) the availability, provisioning, rates, or quality of like public telecommunications transport network or services; and
(b) the availability of technical interfaces necessary for interconnection. When necessary, a Party shall assess such treatment on the basis of whether such suppliers of public telecommunications transport network or services, subsidiaries, affiliates, and non-affiliated service suppliers are in like circumstances.
Competitive Safeguards
2. (a) Each Party shall maintain appropriate measures for the purpose of preventing suppliers of public telecommunications transport network or services who, alone or together, are a major supplier in its territory from engaging in or continuing anti-competitive practices.
(b) For the purposes of paragraph (a), anti-competitive practices include:
(i) engaging in anti-competitive cross-subsidisation;
(ii) using information obtained from competitors with anti-competitive results;
(iii) not making available, on a timely basis, to suppliers of public telecommunications transport network or services, technical information about essential facilities and commercially relevant information that is necessary for them to provide public telecommunications transport network or services; and
(iv) pricing services in a manner that gives rise to unfair competition.
Unbundling of Network Elements
3. (a) Each Party shall ensure that major suppliers in its territory provide to facilities-based suppliers, licensed in its territory, of the other Party access to network elements for the provision of public telecommunications transport network or services at any technically feasible point, on an unbundled basis, in a timely fashion; and on terms, conditions, and cost-oriented rates that are reasonable, transparent, and non-discriminatory.
(b) Each Party may determine, in accordance with its domestic laws and regulations, which network elements it requires major suppliers in its territory to provide access to in accordance with paragraph (a) on the basis of the technical feasibility of unbundling and the state of competition in the relevant market.
Co-Location
4. (a) Each Party shall ensure that major suppliers in its territory provide to facilities-based suppliers, licensed in its territory, of the other Party physical co-location of equipment necessary for interconnection or access to unbundled network elements in a timely fashion and on terms, conditions, and cost-oriented rates that are reasonable, transparent, and nondiscriminatory.
(b) Where physical co-location under paragraph (a) is not practical for technical reasons or because of space limitations, each Party shall ensure that major suppliers co-operate with facilities-based suppliers to find alternatives, which could include site inspections of co-location premises, in accordance with each Party's domestic laws and regulations.
(c) Each Party may determine, in accordance with its domestic laws and regulations, which premises in its territory shall be subject to paragraphs (a) and (b).
Resale
5. (a) Each Party shall ensure that major suppliers in its territory do not impose unreasonable or discriminatory conditions, limitations or rates on the resale of public telecommunications transport network or services that the major supplier provides at retail to end-users.
(b) Each Party may determine, in accordance with its domestic laws and regulations, the type and scope of resale in its territory.
Poles, Ducts, and Conduits
6. (a) Each Party shall ensure that major suppliers in its territory provide access to poles, ducts, conduits, or any other structures deemed necessary by the Party, which are owned or controlled by such major suppliers to facilities-based suppliers, licensed in its territory, of the other Party:
(i) in a timely fashion; and
(ii) on terms, conditions, and cost-oriented rates that are reasonable, transparent, and non-discriminatory.
(b) Each Party may determine, in accordance with its domestic laws and regulations, the poles, ducts, conduits or other structures to which it requires major suppliers in its territory to provide access under paragraph (a) on the basis of the state of competition in the relevant market.
Number Portability
7. Each Party shall ensure that major suppliers in its territory provide number portability, for those services designated by that Party, to the extent technically feasible, on a timely basis and on reasonable terms and conditions.
Interconnection
8. (a) General Terms and Conditions
Interconnection to be Ensured
Each Party shall ensure interconnection between a facilities-based supplier and any other facilities-based supplier or a services-based supplier to the extent provided for in its laws and regulations.
Interconnection with Major Suppliers
Each Party shall ensure that a major supplier is required to provide interconnection at any technically feasible point in the network. Such interconnection is provided:
(i) under non-discriminatory terms, conditions (including technical standards and specifications) and rates and of a quality no less favourable than that provided for its own like services, or for like services of non-affiliated service suppliers or for like services of its subsidiaries or other affiliates;
(ii) in a timely fashion, on terms, conditions (including technical standards and specifications) and cost-oriented rates that are transparent, reasonable, having regard to economic feasibility, and sufficiently unbundled so that the supplier need not pay for network components or facilities that it does not require for the services to be provided; and
(iii) upon request, at points in addition to the network termination points offered to the majority of users, subject to charges that reflect the cost of construction of necessary additional facilities.
(b) Transparency of interconnection arrangements
(c) Public Availability of the Procedures for Interconnection Negotiations
Each Party shall ensure that a major supplier will make publicly available either its interconnection agreements or a reference interconnection offer. Each Party shall make publicly available the applicable procedures for interconnection negotiations with major suppliers in its territory.
(d) Public Availability of Interconnection Agreements Concluded with Major Suppliers
(i) Each Party shall require major suppliers in its territory to file all their interconnection agreements with its telecommunications regulatory body.
(ii) Each Party shall make available to suppliers of public telecommunications transport network or services which are seeking interconnection, interconnection agreements between a major supplier in its territory and any other supplier of public telecommunications transport network or services in such territory.
(e) Resolution of Interconnection Disputes Each Party shall ensure that suppliers of public telecommunications transport network or services of the other Party, that have requested interconnection with a major supplier in the Party's territory have recourse to a telecommunications regulatory body to resolve disputes regarding the terms, conditions, and rates for interconnection within a reasonable and publicly available period of time.
Provisioning and Pricing of Leased Circuits Services (11-2)
9. Each Party shall ensure that major suppliers of leased circuits services in its territory provide service suppliers of the other Party leased circuits services that are public telecommunications transport network or services, on terms and conditions, and at rates that are reasonable, non-discriminatory, timely, and transparent. 

Article 11.5. Independent Regulators

1. Each Party shall ensure that its telecommunications regulatory body is separate from, and, not accountable to, any supplier of public telecommunications transport network or services.
2. Each Party shall ensure that the decisions of, and procedures used by its telecommunications regulatory body are impartial with respect to all market participants.

Article 11.6. Universal Service

Each Party shall administer any universal service obligation that it maintains in a transparent, nondiscriminatory, and competitively neutral manner and shall ensure that its universal service obligation is not more burdensome than necessary for the kind of universal service that it has defined.

Article 11.7. Licensing Process

1. When a Party requires a supplier of public telecommunications transport network or services to have a licence, the Party shall make publicly available:
(a) all the licensing criteria and procedures it applies;
(b) the period of time normally required to reach a decision concerning an application for a licence; and
(c) the terms and conditions of all licences.
2. Each Party shall ensure that an applicant receives, upon request, the reasons for the denial of a licence.

Article 11.8. Allocation and Use of Scarce Resources (11-3)

11-3 The Parties understand that decisions on allocating and assigning spectrum, and frequency management are not measures that are per se inconsistent with Article 9.5 and Article 10.7. Accordingly, each Party retains the right to exercise its spectrum and frequency management policies, which may affect 1. Each Party shall administer its procedures for the allocation and use of scarce resources, including frequencies, numbers, and rights of way, in an objective, timely, transparent, and non-discriminatory fashion. 2. Each Party shall make publicly available the current state of allocated frequency bands but shall not be required to provide detailed identification of frequencies assigned or allocated by each government for specific government uses.

Article 11.9. Enforcement

Each Party shall ensure that its telecommunications regulatory body maintains appropriate procedures and authority to enforce domestic measures relating to the obligations under this Chapter. Such procedures and authority shall include the ability to impose effective sanctions, which may include financial penalties, corrective orders, or modification, suspension, and revocation of licences.

Article 11.10. Resolution of Domestic Telecommunications Disputes

Recourse
1. Each Party shall ensure that suppliers of public telecommunications transport networks or services of the other Party have timely recourse to a telecommunications regulatory body or other relevant body to resolve disputes arising under domestic measures addressing a matter set out in this Chapter.
Reconsideration
2. Each Party shall ensure that any supplier of public telecommunications transport networks or services aggrieved by the determination or decision of the telecommunications regulatory body may petition that body for reconsideration of that the number of suppliers of public telecommunications services, provided that this is done in a manner that is consistent with the provisions of this Agreement. The Parties also retain the right to allocate frequency bands taking into account existing and future needs. determination or decision. Neither Party may permit such a petition to constitute grounds for non-compliance with such determination or decision of the telecommunications regulatory body unless an appropriate authority stays such determination or decision.
Appeal
3. Each Party shall ensure that any supplier of public telecommunications transport networks or services aggrieved by a determination or decision of the telecommunications regulatory body has the opportunity to appeal such determination or decision to an independent judicial or administrative authority.

Article 11.11. Transparency

Each Party shall ensure that:
(a) rulemakings, including the basis for such rulemakings, of its telecommunications regulatory body are published or otherwise made available to interested persons in a reasonable period of time;
(b) interested persons are provided with adequate advance public notice of and the opportunity to comment on any rulemaking proposed by the telecommunications regulatory body (11-4); and
(c) its measures relating to public telecommunications transport network or services are made publicly available, including:
(i) tariffs and other terms and conditions of service;
(ii) specifications of technical interfaces;
(iii) conditions applying to attachment of terminal or other equipment to the public telecommunications transport network;
(iv) notification, permit, registration, or licensing requirements, if any; and
(v) information on bodies responsible for preparing, amending, and adopting standards-related measures is made publicly available.
11-4 The obligations under paragraph (b) will be applied in accordance with each Party's domestic laws and regulations.

Article 11.12. Relation to other Chapters

In the event of any inconsistency between this Chapter and another Chapter in this Agreement, this Chapter shall prevail to the extent of the inconsistency.

Article 11.13. Relation to International Organisations and Agreements

The Parties recognise the importance of international standards for global compatibility and inter-operability of telecommunication networks or services and undertake to promote those standards through the work of relevant international bodies, including the International Telecommunication Union and the International Organization for Standardization.

Chapter 12. Financial Services

Article 12.1. Scope and Coverage

1. This Chapter applies to measures adopted or maintained by a Party relating to:
(a) financial institutions of the other Party;
(b) investors of the other Party, and investments of such investors, in financial institutions in the Party's territory; and
(c) trade in financial services.
2. Chapters 9 (Cross-Border Trade in Services) and 10 (Investment) apply to measures described in paragraph 1 only to the extent that such Chapters or Articles of such Chapters are incorporated into this Chapter. For this purpose:
(a) Articles 9.12, 9.15, 10.11, 10.12, 10.13, 10.16, 10.17 and 10.18 are hereby incorporated into and made a part of this Chapter;
(b) As for Articles 9.16 and 10.12, in the event of any inconsistency between Chapter 9(Cross-Border Trade in Services) and Chapter 10 (Investment) in this Agreement, Chapter 10 shall prevail to the extent of the inconsistency; and
(c) Section C of Chapter 10 (Investment) is hereby incorporated into and made a part of this Chapter solely for claims that a Party has breached Articles 10.11, 10.13, 10.16 and 10.17, as incorporated into this Chapter.
3. This Chapter does not apply to measures adopted or maintained by a Party relating to:
(a) activities conducted by a central bank or monetary authority or by any other public entity in pursuit of monetary or exchange rate policies;
(b) activities or services forming part of a public retirement plan or statutory system of social security; or
(c) activities or services conducted for the account or with the guarantee or using the financial resources of the Party, including its public entities, except that this Chapter shall apply if a Party allows any of the activities or services referred to in subparagraphs (a), (b) or (c) to be conducted by its financial institutions in competition with a public entity or a financial institution.
4. This Chapter does not apply to laws, regulations or requirements governing the procurement by government agencies of financial services purchased for governmental purposes and not with a view to commercial resale or use in the supply of services for commercial sale.

Article 12.2. National Treatment

1. In the sectors inscribed in its Schedule in Annex 12A, and subject to any conditions and qualifications set out therein, each Party shall accord to financial services and financial service suppliers of the other Party, in like circumstance, in respect of all measures affecting the supply of financial services, treatment no less favourable than that it accords to its own like financial services and financial service suppliers.
2. In the sectors inscribed in its Schedule in Annex 12A, and subject to any conditions and qualifications set out therein, each Party shall accord to the investors of the other Party, in like circumstances, in respect of the establishment, acquisition, expansion, management, conduct, operation and sale or other disposition of financial institutions and investments in financial institutions in its territory, treatment no less favourable than that it accords to its own like investors.
3. In the sectors inscribed in its Schedule in Annex 12A, and subject to any conditions and qualifications set out therein, each Party shall accord to the financial institutions of the other Party and to investments of investors of the other Party in financial institutions, in like circumstances, in respect of establishment, acquisition, expansion, management, conduct, operation and sale or other disposition of financial institutions and investments, treatment no less favourable than that it accords to its own like financial institutions, and to investments of its own like investors in financial institutions.
4. A Party may meet the requirement of paragraphs 1, 2 and 3 by according to financial services and financial service suppliers of the other Party, investors of the other Party, financial institutions of the other Party and to investments of investors of the other Party in financial institutions, as the case may be, in like circumstance, either formally identical treatment or formally different treatment to that it accords to its own like financial services and financial service suppliers, its own like investors, its own like financial institutions and investments of its own like investors in financial institutions, respectively.
5. Formally identical or formally different treatment shall be considered to be less favourable if it modifies the conditions of competition in favour of financial services and financial service suppliers of a Party, investors of a Party, financial institutions of a Party and to investments of investors of a Party in financial institutions compared to like financial services or financial service suppliers of the other Party, like investors of the other Party, like financial institutions of the other Party and investments of like investors of the other Party in financial institutions in like circumstance.

Article 12.3. Market Access

1. With respect to market access through the modes of supply identified in the definition of trade in financial services in Article 12.15, each Party shall accord financial services and financial service suppliers of the other Party treatment no less favourable than that provided for under the terms, limitations and conditions agreed and specified in its schedule in Annex 12A.
2. In sectors where market-access commitments are undertaken, the measures which a Party shall not maintain or adopt either on the basis of regional subdivision or on the basis of its entire territory, unless otherwise specified in its Schedule in Annex 12A, are defined as: (a) limitations on the number of financial institutions whether in the form of numerical quotas, monopolies, exclusive service providers or the requirements of an economic needs test;
(b) limitations on the total value of financial service transactions or assets in the form of numerical quotas or the requirement of an economic needs test;
(c) limitations on the total number of financial service operations or the total quantity of financial services output expressed in terms of designated numerical units in the form of quotas or the requirement of an economic needs test;
(d) limitations on the total number of natural persons that may be employed in a particular financial service sector or that a financial institution may employ and who are necessary for, and directly related to, the supply of a specific financial service in the form of a numerical quota or the requirement of an economic needs test;
(e) measures which restrict or require specific types of legal entity or joint venture through which a financial institution may supply a service; and
(f) limitations on the participation of foreign capital in terms of maximum percentage limit on foreign shareholding or the total value of individual or aggregate foreign investment.

Article 12.4. Schedule of Specific Commitments

1. Each Party shall set out in a schedule the specific commitments it undertakes under Articles 12.2 and 12.3. With respect to sectors where such commitments are undertaken, each Schedule shall specify:
(a) terms, limitations and conditions on market access;
(b) conditions and qualifications on national treatment;
(c) undertakings relating to additional commitments;
(d) where appropriate, the time-frame for implementation of such commitments.
2. Measures inconsistent with both Articles 12.2 and 12.3 shall be inscribed in the column relating to Article 12.3. In this case the inscription will be considered to provide a condition or qualification to Article 12.2 as well.
3. Schedules of specific commitments shall be annexed to this Agreement as Annex12A and shall form an integral part thereof.

Article 12.5. Transparency

1. Each Party commits to promote regulatory transparency in financial services. Accordingly, the Parties shall consult with the goal of promoting objective and transparent regulatory processes in each Party, taking into account (a) the work undertaken by the Parties in GATS and the Parties' work in other fora relating to trade in financial services; and (b) the importance of regulatory transparency of identifiable policy objectives and clear and consistently applied regulatory processes that are communicated or otherwise made available to the public.
2. Each Party shall publish promptly and, except in emergency situations, at latest by the time of their entry into force, all relevant regulatory measures of general application which pertain to or affect the operation of this Agreement. International agreements pertaining to or affecting trade in financial services to which a Party is a signatory shall also be published. 3. Where publication as referred to paragraph 2 is not practicable, such information shall be made otherwise publicly available.
4. Each Party shall respond promptly to all requests by the other Party for specific information of its regulatory measures of general application or international agreements within the meaning of paragraph 2. Each Party shall also establish one or more enquiry points to provide specific information to the other Party, upon request, on all such matters.

Article 12.6. Exceptions

1. Nothing in this Agreement shall be construed to prevent a Party from adopting or maintaining measures for prudential reasons, including for the protection of investors, depositors, policy holders or persons to whom a fiduciary duty is owed by a financial service supplier, or to ensure the integrity and stability of a Party's financial system. Where such measures do not conform with the provisions of this Agreement, they shall not be used as a means of avoiding the Party's commitments or obligations under such provisions.
2. Nothing in this Chapter or Chapters 10 (Investment), 11 (Telecommunications), or 14 (Electronic Commerce) applies to non-discriminatory measures of general application taken by any public entity in pursuit of monetary and related credit policies or exchange rate policies. This paragraph shall not affect a Party's obligations under Article 9.15, 10.7 or 10.11.
3. Notwithstanding Articles 9.15 and 10.11, as incorporated into this Chapter, a Party may prevent or limit transfers by a financial institution or financial service supplier to, or for the benefit of, an affiliate of or a person related to such institution or supplier, through the equitable, non-discriminatory and good faith application of measures relating to maintenance of the safety, soundness, integrity or financial responsibility of financial institutions or financial service suppliers. This paragraph does not prejudice any other provision of this Agreement that permits a Party to restrict transfers.
4. For greater certainty, nothing in this Chapter shall be construed to prevent the adoption or enforcement by a Party of measures necessary to secure compliance with laws or regulations that are not inconsistent with this Chapter including those relating to the prevention of deceptive and fraudulent practices or to deal with the effects of a default on financial services contracts, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between countries where like conditions prevail, or a disguised restriction on investment in financial institutions or cross-border trade in financial services.

Article 12.7. Domestic Regulation

In sectors where specific commitments are undertaken in its schedule to Annex 12A each Party shall ensure that all measures of general application to which this Chapter applies are administered in a reasonable, objective and impartial manner.

Article 12.8. Treatment of Certain Information

Nothing in this Chapter shall require a Party to furnish confidential information, the disclosure of which would impede law enforcement or otherwise be contrary to the public interest, or which would prejudice legitimate commercial interests of particular enterprises, public or private.

Article 12.9. Recognition

1. A Party may recognise the prudential measures of any international regulatory body or non-Party in determining how the Party's measures relating to financial services shall be applied. Such recognition, which may be achieved through harmonisation or otherwise, may be based upon an agreement or arrangement with the international regulatory body or non-Party concerned or may be accorded autonomously.
2. A Party that is a party to such an agreement or arrangement referred to in paragraph 1, whether future or existing, shall afford adequate opportunity for the other Party to negotiate its accession to such agreements or arrangements, or to negotiate comparable ones with it, under circumstances in which there would be equivalent regulation, oversight, implementation of such regulation, and if appropriate, procedures concerning the sharing of information between the parties to the agreement or arrangement. Where a Party accords recognition autonomously, it shall afford adequate opportunity for the other Party to demonstrate that such circumstances exist.

Article 12.10. Financial Services Committee

1. The Parties hereby establish a Financial Services Committee. The principal representative of each Party shall be an official of the Party's authority responsible for financial services.
2. The Financial Services Committee shall:
(a) supervise the implementation of this Chapter and its further elaboration;
(b) consider issues regarding financial services that are referred to it by a Party; and
(c) participate in the dispute settlement procedures in accordance with Article 12.12； 
3.The Financial Services Committee shall meet one year after this Agreement has entered into force and thereafter as otherwise agreed by both Parties, to assess the functioning of this Agreement as it applies to financial services. 

Article 12.11. Consultations

1. A Party may request consultations with the other Party regarding any matter arising under this Agreement that affects financial services. The other Party shall give sympathetic consideration to the request. The Parties shall report the results of their consultations to the Financial Services Committee.
2. Consultation under this Article shall include officials of the authority responsible for financial services.

Article 12.12. Dispute Settlement

1. Relevant Articles in Chapter 20 (Dispute Settlement) applies as modified by this Article to the settlement of disputes arising under this Chapter.
2. For the purposes of this Article, consultations held pursuant to Article 12.11 shall be deemed to be consultations within the meaning of Article 20.4.

3. When a Party claims that a dispute arises under this Chapter, Article 20.7 shall apply, except that:
(a) where the Parties so agree, the panel shall be composed entirely of panelists meeting the qualifications in paragraph 4;
(b) in any other case,
(i) each Party may select panelists meeting the qualifications set out in paragraph 4 or paragraph 4 of Article 20.7 ; and
(ii) if the Party complained against invokes Article 12.6, the chair of panel shall meet the qualifications set out in paragraph 4, unless the parties agree otherwise.
4. Financial services panelists shall:
(a) have expertise or experience in financial services law or practice, which may include the regulation of financial institutions;
(b) be chosen strictly on the basis of objectivity, reliability and sound judgment; and (c) meet the qualifications set out in paragraph 4 and paragraph 4 of Article 20.7.
5. Notwithstanding Article 20.14, where a panel finds a measure to be inconsistent with this Agreement and the measure under dispute affects:
(a) only the financial services sector, the complaining Party may suspend benefits only in the financial services sector;
(b) the financial services sector and any other sector, the complaining Party may suspend benefits in the financial services sector that have an effect equivalent to the effect of the measure in the Party's financial services sector; or
(c) only a sector other than the financial services sector, the complaining Party may not suspend benefits in the financial services sector.

Article 12.13. Investment Disputes In Financial Services

1. Where an investor of a Party submits a claim under Section C in Chapter 10 (Investment) against the other Party and the respondent invokes Article 10.12 or 12.6, on request of the respondent, the tribunal shall refer the matter in writing to the Financial Services Committee for a decision. The tribunal may not proceed pending receipt of a decision or report under this Article.
2. In a referral pursuant to paragraph 1, the Financial Services Committee shall decide the issue of whether and to what extent Article 10.12 or 12.6 is a valid defence to the claim of the investor. The Financial Services Committee shall transmit a copy of its decision to the tribunal. The decision shall be binding on the tribunal.
3. Where the Financial Services Committee has not decided the issue within sixty (60) days of the receipt of the referral under paragraph 1, the respondent or the Party of the claimant may request the establishment of a panel under relevant Articles in Chapter 20 (Dispute Settlement). The panel shall be constituted in accordance with Article 12.12. The panel shall transmit its final report to the Financial Services Committee and to the tribunal. The report shall be binding on the tribunal.
4. Where no request for the establishment of a panel pursuant to paragraph 3 has been made within ten (10) days of the expiration of the 60-day period referred to in paragraph 3, a tribunal may proceed to decide the matter.
5. For the purposes of this Article, tribunal means a tribunal established pursuant to Article 10.19.

Article 12.14. Modification of Schedules

The Parties shall, on the request in writing by either Party, hold consultations to consider any modification or withdrawal of a commitment in the Schedule of specific commitments on trade in financial services. Such consultations shall be held within three months after the requesting Party makes such a request. In such consultations, the Parties shall aim to ensure that a general level of mutually advantageous commitments not less favourable to trade than that provided for in the Schedule of specific commitments in Annex 12A prior to such consultations is maintained.

Article 12.15. Definitions

For the purposes of this Chapter:
trade in financial services means the supply of a financial service:
(a) from the territory of a Party into the territory of the other Party;
(b) in the territory of a Party by a person of that Party to the financial service consumer of the other Party;
(c) by a financial service supplier of a Party, through commercial presence in the territory of the other Party;
(d) by a financial service supplier of a Party, through presence of natural persons of that Party in the territory of the other Party;
commercial presence means any type of business or professional establishment, including through:
(a) the constitution, acquisition or maintenance of a juridical person; or
(b) the creation or maintenance of a branch or a representative office, within the territory of a Party for the purpose of supplying a service;
financial institution means any financial intermediary or other institution, that is authorised to do business and regulated or supervised as a financial institution under the law of the Party in whose territory it is located;
financial institution of the other Party means a financial institution, including a branch, located in the territory of a Party that is controlled by persons of the other Party;
financial service means a service of a financial nature, including insurance, and a service incidental or auxiliary to a service of a financial nature. Financial services shall include the activities as stated in Annex 12B;
financial service consumer means any person that receives or uses a financial service; financial service supplier of a Party means any natural or juridical person authorised by the law of a Party that is engaged in the business of supplying financial services through the trade in financial services.
investment means "investment" as defined in Chapter 10 (Investment), except that, with respect to "loans" and "debt instruments" referred to in that Chapter:
(a) a loan to or debt instrument issued by a financial institution is an investment only where it is treated as regulatory capital by the Party in whose territory the institution is located; and
(b) a loan granted by or debt instrument owned by a financial institution, other than a loan to or debt instrument of a financial institution referred to in subparagraph (a), is not an investment;
investor of a Party means a Party or state enterprise thereof, or a person of that Party, that attempts to make, is making, or has made an investment in the territory of the other Party; provided, however, that a natural person who is a dual national shall be deemed to be exclusively a national of the State of his/her dominant and effective nationality;
juridical person means any legal entity duly constituted or otherwise organised under applicable law, whether for profit or otherwise, and whether privately-owned or governmentally-owned, including any corporation, trust, partnership, joint venture, sole proprietorship or association, or a branch of a financial institution constituted or otherwise organised under the law of a non-Party that is registered or set up in the territory of a Party and carrying out business activities there;
juridical person of the other Party means a juridical person which is either:
(a) constituted or otherwise organised under the law of the other Party and, for greater certainty, includes a branch of a financial institution of a non-Party; and is engaged in substantive business operations in the territory of the other Party; or
(b) in the case of the supply of a service through commercial presence, owned or controlled by:
(i) natural persons of the other Party; or
(ii) juridical persons of the other Party identified under subparagraph (a); (a) is a national of that Party; or
(b) has the right of permanent residence in that Party;
natural person of a Party means a natural person who resides in the territory of the Party or elsewhere and who under the law of that Party;
person of a Party means either a natural person or a juridical person;
public entity means:
(a) a government, a central bank or a monetary authority of a Party, or an entity owned or controlled by a Party, that is principally engaged in carrying out governmental functions or activities for governmental purposes, not including an entity principally engaged in supplying financial services on commercial terms; for greater certainty, a public entity shall not be considered a designated monopoly or a public enterprise for purposes of Chapter 15 (Competition); or
(b) a private entity, performing functions normally performed by a central bank or monetary authority, when exercising those functions;
authority responsible for financial services means:
(a) for Korea, the Ministry of Finance and Economy; and
(b) for Singapore, the Monetary Authority of Singapore.

Chapter 13. Temporary Entry of Business Persons

Article 13.1. Definitions

For the purposes of this Chapter:
business person means a national of a Party who is engaged in trade in goods, the provision of services or the conduct of investment activities;
business visitors means nationals of either Party who are:
(a) service sellers;
(b) short-term service suppliers;
(c) investors of a Party or employees of an investor who are managers, executives or specialists as defined in relation to intra-corporate transferees in a Party's Schedule of Specific Commitments to GATS seeking temporary entry to establish an investment; or
(d) seeking temporary entry for the purposes of negotiating the sale of goods where such negotiations do not involve direct sales to the general public;
service seller means a national of a Party who is a sales representative of a service supplier of that Party and is seeking temporary entry to the other Party for the purpose of negotiating the sale of services for that service supplier, where such a representative will not be engaged in making direct sales to the general public or in supplying services directly; short-term service suppliers means persons who:
(a) are employees of a service supplier or an enterprise of a Party not having a commercial presence or investment in the other Party, which has concluded a service contract with a service supplier or an enterprise engaged in substantive business operations in the other Party;
(b) have been employees of the service supplier or enterprise for a time period of not less than one year immediately preceding an application for admission for temporary entry;
(c) are managers, executives or specialists as defined in relation to intra-corporate transferees in a Party's Schedule of Specific Commitments to GATS;
(d) are seeking temporary entry to the other Party for the purpose of providing a service as a professional in the following service sectors on behalf of the service supplier or enterprise which employs them:
(i) professional services;
(ii) computer and related services;
(iii) telecommunication services;
(iv) financial services; or
(v) tour guides and translators; and
(e) satisfy any other requirements under the domestic laws and regulations of the other Party to provide such services in the territory of that Party; and
temporary entry means entry into the territory of a Party by a business person of the other Party without the intent to establish permanent residence.

Article 13.2. General Principles

1. Further to Article 1.2, this Chapter reflects the preferential trading relationship between the Parties, the Parties' mutual desire to facilitate temporary entry on a comparable basis and to establish transparent criteria and procedures for temporary entry, and the need to ensure border security and to protect the domestic labour force and permanent employment in their respective territories.
2. This Chapter shall not apply to measures regarding nationality or citizenship, residence on a permanent basis or employment on a permanent basis.

Article 13.3. General Obligations

1. Each Party shall apply its measures relating to the provisions of this Chapter in accordance with Article 13.2 and, in particular, shall apply expeditiously those measures so as to avoid unduly impairing or delaying trade in goods or services or conduct of investment activities under this Agreement.
2. The Parties shall endeavour to develop and adopt common definitions and interpretations for the implementation of this Chapter.
3. Nothing in this Chapter shall prevent a Party from applying measures to regulate the entry of business persons into, or their temporary stay in, its territory, including those measures necessary to protect the integrity of its borders, and to ensure the orderly movement of business persons across its borders, provided that such measures are not applied in such a manner as to nullify or impair the commitments made by a Party. The mere requirement of a visa or other document authorising employment shall not be regarded as nullifying or impairing the commitments made by a Party under this Agreement.

Article 13.4. Grant of Temporary Entry