(c) The proceeds of the sale or total or partial liquidation of the investment;
(d) Payments made pursuant to a contract to which the investor or the investment, including payments made under a loan agreement;
(e) Payments on any loan, including interest on it, directly related to the investment, and
(f) Payments made in accordance with Article 8.7 and with Article 8.8. When compensation is paid in bonds of the public debt, the investor may transfer the value of the proceeds from the sale of said bonds in the market, in agreement with this Chapter.
2. Each Party shall allow transfers related to an investment to be made in a freely usable currency, at the exchange rate prevailing in the market on the date of transfer.
3. Notwithstanding the provisions of paragraph 1, a Party may prevent a transfer through the fair, non-discriminatory and good faith application of its laws relating to:
(a) Bankruptcy proceedings, bankruptcy, insolvency or protection of the rights of the creditors;
(b) Compliance with resolutions, judgments or awards issued in proceedings judicial, administrative or arbitration. For greater certainty, this subparagraph includes compliance with resolutions, judgments or awards issued in proceedings judicial, administrative or arbitration of a tax or labor nature;
(c) Criminal offenses, or
(d) Financial reports or conservation of transfer records when necessary to assist in compliance with the law or financial regulatory authorities.
4. Each Party may adopt or maintain measures that are not consistent with the obligations acquired in this Article, provided they are non-discriminatory and in accordance with with the Agreement Establishing the International Monetary Fund:
(a) In the event of serious imbalances in the balance of payments or difficulties financial risks or the threat thereof, or
(b) In cases where, due to special circumstances, capital movements generate or threaten to generate serious complications for the management macroeconomic policy, in particular for monetary or exchange rate policies.
Article 8.12. Taxation
1. Nothing in this Chapter shall apply to tax measures.
2. For greater certainty, no provision of this Chapter;
(a) Affect the rights and obligations of the Parties arising from any current tax treaty between the Parties, or
(b) Shall be interpreted in a manner that avoids the adoption or execution of any measure aimed at guaranteeing the equitable or effective imposition or collection of taxes in accordance with the provisions of the legislation of the Parties.
Article 8.13. Prudential Measures
1. Nothing in this Chapter shall be construed to prevent any Party from adopt or maintain prudential measures, such as:
(a) The protection of investors, depositors, market participants financial institution, policyholder, policy beneficiaries, or persons with whom any financial institution has a fiduciary obligation;
(b) The maintenance of security, soundness, solvency, integrity or responsibility of financial institutions, and
(c) To guarantee the integrity and stability of a Party's financial system.
2. When these measures do not conform to the provisions of this Chapter, they are not shall be used as a means of circumventing the commitments or obligations assumed by the Party in the framework of this Chapter.
Article 8.14. Security Exceptions
Nothing in this Chapter shall be construed as:
(a) Require a Party to provide any information whose disclosure consider contrary to their essential security interests;
(b) Prevent a Party from adopting the measures deemed necessary for the protection of their essential security interests, such as relative to:
(i) Fissionable or fusionable materials or those used in their manufacture;
(ii) Trafficking in arms, ammunition, and supplies of war, and other property and materials of this type or relating to the provision of services, intended for directly or indirectly with the object of supply or provisioning of military establishments;
(iii) Those adopted in times of war or other emergencies in relationships international or
(c) Prevent a Party from taking measures in compliance with its obligations by it under the Charter of the United Nations for the maintenance of peace and international security.
Article 8.15. Social Responsibility Policies
1. The Parties recognize the importance of promoting that the companies that operate in their territory or that are subject to its jurisdiction apply sustainability policies and social responsibility and that drive the development of the country that receives the investment.
2. Investors and their investments should develop their best efforts to comply with the OECD Guidelines for Multinational Enterprises of the Organization for Economic Cooperation and Development, in particular:
(a) Contribute to economic, social and environmental progress, with a view to achieving sustainable development;
(b) Respect the internationally recognized human rights of people involved in the activities of the companies;
(c) Stimulate the generation of local capacities through close collaboration with the local community;
(d) Promote the formation of human capital, especially through the creation of employment opportunities, and offering training to employees;
(e) Refrain from seeking or accepting exemptions not contemplated in the legal framework or regulatory framework related to human rights, the environment, health, security, work, tax system, financial incentives, or other questions;
(f) Support and defend the principles of good corporate governance, and develop and implement good corporate governance practices;
(g) Develop and implement self-discipline practices and management systems effective ways of promoting a relationship of mutual trust between companies and societies in which they carry out their activity;
(h) Promote knowledge and compliance, by employees, of the company policies through proper dissemination of them, including through of training programs;
(i) Refrain from taking discriminatory or disciplinary measures against workers who prepare, in good faith, reports to the management or, where appropriate, for the competent public authorities about practices contrary to the law or the policies of the company;
(j) Encourage, as far as possible, that its business partners, including suppliers and contractors, apply the principles of business conduct compatible with the principles set forth in this Article, and
(k) Refrain from undue interference in local political activities.
Article 8.16. Measures on Investment and Fight Against Corruption and Illegality
1. Each Party shall adopt or maintain measures and efforts to prevent and combat corruption, money laundering and terrorist financing in relation to commodities covered by this Chapter.
2. Nothing in this Chapter shall bind any of the Parties to protect investments made with capital or assets of illicit origin or investments in which the establishment or operation were verified illegal acts that have been sanctioned with the loss of assets or acts of corruption.
Article 8.17. Investment and Measures on Health, Environment, Labor Issues and Others Regulatory Objectives
1. A Party may adopt, maintain or enforce any measure it considers appropriate to ensure that the investment activities in its territory are carried out taking into account the labor, environmental or health legislation of that Party, in a manner consistent with arranged in this Chapter.
2. The Parties recognize that it is not appropriate to encourage investment by lowering standards of their labor, environmental or health legislation. Accordingly, the Parties shall not renounce to apply or in any other way derogate, flexibilize or offer to resign, relax or repeal said measures, as a means to encourage the establishment, maintenance or expansion of an investment in its territory.
Section C. Institutional Governance and Prevention of Differences
Article 8.18. Joint Committee for the Administration of the Chapter
1. The Parties establish a Joint Committee for the management of this Chapter (hereinafter referred to as called the "Joint Committee").
2. The Joint Committee shall be composed of representatives of the Governments of both Parties.
3. The Joint Committee will meet at times, places and through the means that the Parties agree. Meetings shall be held at least once a year, alternating the chair of each meeting between the Parties.
4. The Joint Committee shall have the following functions and responsibilities:
(a) Supervise the administration and implementation of this Chapter;
(b) Share and discuss investment opportunities in the territories of the Parties;
(c) Coordinate the implementation of an Agenda for Cooperation and Facilitation of Investments;
(d) Invite the private sector and civil society, where appropriate, to present their views on specific issues related to the work of the Joint Committee,
(e) Attempt to resolve issues or controversies relating to investments in a manner friendly, in accordance with the procedures established in Article 8.24.
5. The Parties may establish "ad hoc" working groups, which shall meet jointly with the Joint Committee or separately.
6. The private sector may be invited to participate in the "ad hoc" working groups, always that is authorized by the Joint Committee.
7. The Joint Committee may establish its own internal regulations.
Article 8.19. National Focal Points or Ombudsmen
1. Each Party shall designate a single National Focal Point, which shall have as its main responsibility to support the investors of the other Party in its territory.
2. In the Federative Republic of Brazil, the National Focal Point, also called Ombudsman, will be in the Chamber of Foreign Trade (CAMEX), which is a Council of Government of the Presidency of the Federative Republic of Brazil, of inter-ministerial nature.
3. In the Republic of Chile, the National Focal Point will be in the Agency for the Promotion of Foreign investment.
4. The National Focal Point, among other responsibilities, shall:
(a) Seek to address the recommendations of the Joint Committee and interact with the National Focal Point of the other Party;
(b) Manage the inquiries of the other Party or of the investors of the other Party, with competent entities and inform interested parties about the results of their managements;
(c) Evaluate, in dialogue with the competent government authorities, suggestions and claims received from the other Party or from investors of the other Party and recommend, when appropriate, actions to improve the environment of investments;
(d) Seek to prevent investment differences in collaboration with the government authorities and the competent private entities;
(e) Provide timely and useful information on investment regulation issues, in general, or in specific projects, when requested, and;
(f) Inform the Joint Committee of its activities and actions, when appropriate.
5. Each Party shall ensure that the functions of its National Focal Point are executed with speed and in coordination with each other and with the Joint Committee.
6. Each Party shall establish rules and deadlines for the execution of functions and responsibilities of the National Focal Point, which will be communicated to the other Party.
7. The National Focal Point must provide precise and timely responses to the requests of the Government and the investors of the other Party.
Article 8.20. Exchange of Information between the Parties
1. The Parties shall exchange information, whenever possible and relevant to the reciprocal investments, in relation to business opportunities, and procedures and requirements for investment, in particular through the Joint Committee and its Nationals Focal Points.
2. The Parties shall provide, when requested, with speed, information, among others, on the following points:
(a) The legal framework that regulates investment in its territory;
(b) Government investment programs and eventual specific incentives;
(c) Public policies and regulations relevant to the investment;
(d) Relevant international treaties, including investment agreements;
(e) Customs procedures and tax regimes;
(f) Statistics on the market for goods and services;
(g) The available infrastructure and relevant public services;
(h) Public procurement regime and concessions;
(i) Labor and social security legislation;
(j) Immigration legislation;
(k) Exchange legislation;
(l) The legislation of specific economic sectors, and
(m) Public information on Public-Private Partnerships.
Article 8.21. Treatment of Protected Information
1. The Parties shall respect the level of protection of information established by the Party that has submitted it, according to its applicable laws.
2. Nothing established in this Chapter shall be interpreted as requiring any of the Parties disclose protected information, the disclosure of which may make it difficult for application of the law or, otherwise, would be contrary to the public interest, or could prejudice the privacy or legitimate business interests. For the purposes of this paragraph, the information protected information includes confidential business information or privileged or protected information of be disclosed under the applicable laws of a Party.
Article 8.22. Interaction with the Private Sector
1. Recognizing the fundamental role played by the private sector, each Party will disseminate between the relevant business sectors of the other Party, general information on the investment, regulatory frameworks and business opportunities in its territory.
2. Whenever possible, each Party shall give publicity on this Chapter to their respective public and private financial agents, responsible for the technical evaluation of risks and the approval of loans, credits, guarantees and insurance related to the investment in the territory of the other Party.
Article 8.23. Cooperation between Organizations In Charge of Investment Promotion
The Parties shall promote cooperation among their bodies responsible for promoting investments, in order to facilitate investment in their territories.
Article 8.24. Direct Consultations and Negotiations for the Prevention of Controversies
1. Before initiating an arbitration proceeding under Article 8.25, the Parties shall seek to resolve disputes through direct consultations and negotiations between them, and they must submit them to the Joint Committee for examination, according to the following procedure.
2. A Party may refuse to discuss in the Joint Committee an issue concerning a investment made by a national of that Party in the territory of that Party.
3. A Party may submit to the Joint Committee a specific issue affecting a investor, according to the following rules:
(a) To initiate the procedure, the interested Party must submit in writing its request to the other Party, specifying the name of the affected investor, the specific measure in question, and the factual and legal grounds that motivate application. The Joint Committee shall meet within sixty (60) days to from the date of the request;
(b) In order to achieve a resolution of the matter, the Parties shall exchange the information that is necessary;
(c) In order to facilitate the search for a solution between the Parties and provided that possible, they can participate in the meetings of the Joint Committee:
(i) Representatives of the affected investors; and
(ii) Representatives of governmental and non-governmental entities related to the measure;
(d) The Joint Committee should, whenever possible, convene special meetings to review the matters that are submitted to him;
(e) The Joint Committee shall have sixty (60) days, counted as of the date of their first meeting, renewable for the same period of time, by mutual agreement and prior justification, to evaluate the relevant information on the case that has been presented and prepare a report;
(f) The Joint Committee will present its report at a meeting that will be held, at the latest, thirty (30) days after the expiration of the term indicated in the literal (e).
(g) The report of the Joint Committee should include:
(i) Identification of the Party that adopted the measure;
(ii) The affected investor identified in accordance with paragraph 3 (a);
(iii) Description of the measure being consulted;
(iv) List of the steps taken, and
(v) Position of the Parties in relation to the measure;
(h) In the event that one of the Parties does not appear at the meeting of the Joint Committee at referred to in subparagraph (a), the dispute may be submitted to arbitration by the other Party, in accordance with Article 8.25, and
(i) The Joint Committee will make every effort to arrive at a solution satisfactory for both Parties.
Article 8.25. Arbitration between the Parties
1. Upon completion of the procedure provided in Article 8.24 without the controversy has been resolved, either Party may request in writing to the other Party the establishment of an arbitral tribunal to decide on the same subject matter of the consultations referred to in Article 8.24, in accordance with the provisions of Annex I.
2. Neither Party may resort to the dispute settlement mechanism provided for in Chapter 22 (Dispute Settlement) regarding any matter arising from this Chapter.
Section D. Agenda for Cooperation and Facilitation of Investments
Article 8.26. Agenda for Cooperation and Investment Facilitation
1. The Joint Committee will develop and discuss an Agenda for Cooperation and Facilitation of Investments in relevant issues for the promotion of bilateral investment. The Topics that will be addressed initially will be determined at their first meeting.
2. The results that may arise from the discussions within the framework of the Agenda may be establish additional protocols to this Agreement or specific legal instruments, depending on the case.
3. The Joint Committee will establish activity schedules to advance cooperation and investment facilitation.
4. The Parties shall submit to the Joint Committee the names of the governing bodies and their official representatives involved in these activities.
5. For greater certainty, the term "cooperation" will be understood in a broad sense and not in the sense of technical assistance or similar.
Section E. General Provisions
Article 8.27. General Provisions
1. Neither the Joint Committee nor the National Focal Points will replace the channels existing diplomats between the Parties.
2. The Parties have not made commitments regarding investors and their investments in financial services, understood as financial services, as defined in paragraph 5 (a) of the Annex on Financial Services of the GATS.
3. Without prejudice to its ordinary meetings, after ten (10) years of having entered into this Agreement, or earlier, if deemed necessary, the Joint Committee will conduct a review of the implementation of this Chapter and will make additional recommendations if necessary.
Annex I. ARBITRATION BETWEEN THE PARTIES
Article 1. Scope of Application
1. Disputes arising between the Parties in relation to the interpretation or application of the provisions contained in this Chapter, may be submitted to the procedure of arbitration established in this Annex.
2. The measures adopted in application of the Articles may not be subject to arbitration. 8.14, 8.16, 8.17 and the commitments established in Article 8.15.
3. A Party may refuse the submission to arbitration of a question relating to a investment made by a national of that Party in the territory of that Party.
4. This Annex will not apply to any act or event that took place or any situation that ceased to exist, before the date of entry into force of this Agreement.
5. This Annex will not apply to any dispute if more than five (5) years have elapsed from the date on which the Party became aware or should have known about the facts that gave rise to the controversy.
Article 2. Establishment of Arbitral Tribunals
1. Upon completion of the procedure provided in Article 8.24 without the controversy has been resolved, either Party may request in writing to the other Party the establishment of an ad hoc arbitral tribunal to decide on the same subject-matter of the consultations referred to in the aforementioned Article 8.24. Alternatively, the Parties may opt, by mutual agreement, for submitting the dispute to a permanent arbitration institution for the dispute resolution regarding investments.
2. The arbitral tribunal shall be established and shall perform its functions in accordance with the provisions of this Annex. If the Parties had opted, by mutual agreement, to submit the controversy to a permanent arbitration institution for the settlement of disputes regarding investments, such institution shall be governed by the provisions of this Annex, unless the Parties decide another thing.
3. The request for the establishment of an arbitral tribunal shall identify the specific measure in issue and the basis of fact and law of the claim.