6. Nothing in this Chapter shall prevent a Party from applying measures to regulate the entry of natural persons into, or their temporary stay in, its territory, including those measures necessary to protect the integrity of, and to ensure the orderly movement of natural persons across, its borders, provided that such measures are not applied in such a manner as to nullify or impair the benefits accruing to any Party under the terms of a specific commitment in this Chapter and the Annexes to this Agreement.
Article 142. Definitions
For purposes of this Chapter:
(a) "measure" means any measure taken by a Party, whether in the form of a law, regulation, rule, procedure, decision, administrative action or in any other form;
(b) "measures adopted or maintained by a Party" means measures taken by:
(i) central, regional or local governments and authorities of a Party; and
(ii) non-governmental bodies of a Party in the exercise of powers delegated by central, regional or local governments or authorities of that Party;
(c) "natural person of a Party" means a national of a Member State according to its legislation or a national of the Republic of Armenia according to its legislation;
(d) "juridical person" means any legal entity duly constituted or otherwise organised under the applicable law, whether for profit or otherwise, and whether privately owned or state-owned, including any corporation, trust, partnership, joint venture, sole proprietorship or association;
(e) "juridical person of a Party" means a juridical person set up in accordance with the law of a Member State and of the European Union or of the Republic of Armenia, and having its registered office, central administration, or principal place of business in the territory to which the Treaty on the Functioning of the European Union applies or in the territory of the Republic of Armenia;
a juridical person that has only its registered office or central administration in the territory to which the Treaty on the Functioning of the European Union applies or in the territory of the Republic of Armenia, respectively, shall not be considered as a juridical person of the European Union or a juridical person of the Republic of Armenia unless its operations possess areal and continuous link with the economy of the European Union or of the Republic of Armenia, respectively;
(f) notwithstanding the preceding paragraphs, shipping companies established outside the European Union or the Republic of Armenia and controlled by nationals of the Member States or of the Republic of Armenia, respectively, shall also be beneficiaries of the provisions of this Agreement, if their vessels are registered in accordance with their respective legislation, in a Member State or in the Republic of Armenia and fly the flag of that Member State or of the Republic of Armenia;
(g) "subsidiary of a juridical person of a Party" means a legal person which is effectively controlled by another juridical person of that Party (1);
(h) "branch" of a juridical person' means a place of business not having legal personality which has the appearance of permanency, such as an extension of a parent body, has a management structure and is materially equipped to negotiate business with third parties so that the latter, although knowing that there will, if necessary, be a legal link with the parent body, the head office of which is abroad, do not have to deal directly with such parent body but may transact business at the place of business constituting the extension;
(i) "establishment" means:
(i) as regards juridical persons of a Party, juridical persons taking-up and pursuing economic activities by means of setting up, including the acquisition of, a juridical person or creating a branch or a representative office in the European Union or in the Republic of Armenia respectively;
(ii) as regards natural persons ofa Party, natural persons taking-up and pursuing economic activities as self-employed persons, or setting up undertakings, in particular companies, which they effectively control;
(j) "economic activities" includes activities of an industrial, commercial and professional character and activities of craftsmen and does not include activities performed in the exercise of governmental authority;
(k) "operations" means the pursuit of economic activities;
(l) "services" means any service in any sector except services supplied in the exercise of governmental authority;
(m) "services and other activities performed in the exercise of governmental authority' means services or activities which are performed neither on a commercial basis nor in competition with one or more economic operators;
(n) "cross-border supply of services" means the supply of a service:
(i) from the territory of a Party into the territory of the other Party; or
(ii) in the territory of a Party to the service consumer of the other Party;
(o) "service supplier" of a Party' means any natural or juridical person of a Party that supplies or seeks to supply a service;
(p) "entrepreneur" means any natural or juridical person of a Party that performs or seeks to perform an economic activity by setting up an establishment.
Section B. Establishment
Article 143. Scope
This Section applies to measures adopted or maintained by the Parties affecting establishment in all economic activities with the exception of:
(a) mining, manufacturing and processing (1) of nuclear materials;
(b) production of and trade in arms, munitions and war material;
(c) audiovisual services;
(d) national maritime cabotage (2), and
(e) domestic and international air transport services (1), whether scheduled or non-scheduled, and services directly related to the exercise of traffic rights, other than:
(i) aircraft repair and maintenance services during which an aircraft is withdrawn from service;
(ii) the selling and marketing of air transport services;
(iii) computer reservation system (CRS) services;
(iv) groundhandling services; and
(v) airport operation services.
Article 144. National Treatment and Most Favourable Nation Treatment
1. Subject to reservations listed in Annex VII-E, the Republic of Armenia shall grant, upon entry into force of this Agreement:
(a) as regards the establishment of subsidiaries, branches and representative offices by natural or juridical persons of the European Union, treatment no less favourable than that accorded to its own juridical persons, branches and representative offices or to any third-country juridical persons, branches and representative offices, whichever is the better; and
(b) as regards the operation of subsidiaries, branches and representative offices by natural or juridical persons of the European Union in the Republic of Armenia, once established, treatment no less favourable than that accorded to its own juridical persons, branches and representative offices or to any juridical persons, branches and representative offices of any third-country juridical persons, whichever is the better (1).
2. Subject to reservations listed in Annex VIII-A, the European Union shall grant, upon entry into force of this Agreement:
(a) as regards the establishment of subsidiaries, branches and representative offices by natural or juridical persons of the Republic of Armenia, treatment no less favourable than that accorded by the European Union to its own juridical persons, branches and representative offices or to any third-country juridical persons, branches and representative offices, whichever is the better; and
(b) as regards the operation of subsidiaries, branches and representative offices by natural or juridical persons of the Republic of Armenia in the European Union, once established, treatment no less favourable than that accorded to their own juridical persons, branches and representative offices; or to any juridical persons, branches and representative offices of any third-country juridical persons, whichever is the better (2).
3. Subject to reservations listed in Annexes VIII-A and VIII-E, the Parties shall not adopt any new measures which introduce discrimination as regards the establishment on their territory of juridical persons of the other Party or in respect of the operation of such juridical persons, once established, by comparison with their own juridical persons.
Article 145. Review
With a view to progressively liberalising the establishment conditions, the Partnership Committee, when meeting in trade configuration, shall regularly review the legal framework (1) and the environment for establishment.
Article 146. Other Agreements
Nothing in this Chapter shall be construed as to limiting the rights of investors of the Parties to benefit from more favourable treatment provided for in any existing or future international agreement relating to investment to which a Member State and the Republic of Armenia are parties.
Article 147. Standard of Treatment for Branches and Representative Offices
1. The provisions of Article 144 do not preclude a Party from applying particular measures concerning the establishment and operation in its territory of branches and representative offices of juridical persons of the other Party not incorporated in the territory of the former Party if those measures are justified by legal or technical differences between such branches and representative offices as compared to branches and representative offices of juridical persons incorporated in the territory of the former Party or, as regards financial services, for prudential reasons.
2. The difference in treatment shall not go beyond what is strictly necessary as a result of such legal or technical differences or, as regards financial services, for prudential reasons.
Section C. Cross-border Supply of Services
Article 148. Scope
This Section applies to measures of the Parties affecting the cross border supply of services for all services sectors with the exception of:
(a) audiovisual services;
(b) national maritime cabotage (1); and
(c) domestic and international air transport services (2), whether scheduled or non-scheduled, and services directly related to the exercise of traffic rights other than:
(i) aircraft repair and maintenance services during which an aircraft is withdrawn from service;
(ii) the selling and marketing of air transport services;
(iii) computer reservation system (CRS) services;
(iv) ground handling services; and
(v) airport operation services.
Article 149. Market Access
1. With respect to market access through the cross-border supply of services, each Party shall accord services and service suppliers of the other Party treatment not less favourable than that provided for in the specific commitments contained in Annexes VIII-B and VIII-F.
2. In sectors where market access commitments are undertaken, each Party shall not adopt or maintain, either on the basis of a regional subdivision or on the basis of its entire territory, unless otherwise specified in Annexes VIII-B and VIII-F, the following measures:
(a) limitations on the number of services suppliers, whether in the form of numerical quotas, monopolies, exclusive service suppliers or the requirements of an economic needs test;
(b) limitations on the total value of service transactions or assets in the form of numerical quotas or the requirement of an economic needs test; or
(c) limitations on the total number of service operations or on the total quantity of service output expressed in terms of designated numerical units in the form of quotas or the requirement of an economic needs test.
Article 150. National Treatment
1. In the sectors for which market access commitments are inscribed in Annexes VIII-B and VIII-F, and subject to any conditions and qualifications set out therein, each Party shall grant to services and service suppliers of the other Party, in respect of all measures affecting the cross-border supply of services, treatment no less favourable than that it accorded to its own like services and service suppliers.
2. A Party may meet the requirement of paragraph 1 by according to services and service suppliers of the other Party treatment that is either formally identical or formally different from that accorded to its own like services and service suppliers.
3. Formally identical or formally different treatment shall be considered to be less favourable if it modifies the conditions of competition in favour of services or service suppliers of the Party compared to like services or service suppliers of the other Party.
4. Specific commitments assumed under this Article shall not be construed as requiring any Party to compensate for inherent competitive disadvantages which result from the foreign character of the relevant services or service suppliers.
Article 151. Lists of Commitments
1. The sectors liberalised by each of the Parties pursuant to this Chapter and, by means of reservations, the market access and national treatment limitations applicable to services and service suppliers of the other Party in those sectors are set out in the lists of commitments included in Annexes VIII-B and VII-F.
2. Without prejudice to rights and obligations of the Parties as they exist or could arise under the European Convention on Transfrontier Television of 1989 and the European Convention on Cinematographic Co-Production of 1992, the lists of commitments in Annexes VII-B and VIII-F do not include commitments on audiovisual services.
Article 152. Review
With a view to progressively liberalising the cross-border supply of services between the Parties, the Partnership Committee, meeting in trade configuration, shall regularly review the list of commitments referred to in Articles 149 to 151. That review shall take into account, inter alia, the process of gradual approximation, referred to in Articles 169, 180 and 192, and its impact on the elimination of remaining obstacles to the cross-border supply of services between the Parties.
Section D. Temporary Presence of Natural Persons for Business Purposes
Article 153. Scope and Definitions
1. This Section applies to measures of the Parties concerning the entry and temporary stay in their territories of key personnel, graduate trainees, business sellers, contractual service suppliers and independent professionals without prejudice to Article 141 paragraph 5.
For the purposes of this Section:
(a) "key personnel" means natural persons who are employed within a juridical person of a Party other than a non-profit organisation (1), who are responsible for the setting-up or the proper control, administration and operation of an establishment and who are either "business visitors for establishment purposes" or "intra-corporate transferees";
(b) "business visitors for establishment purposes" means natural persons working in a senior position who are responsible for setting up an establishment, who do not offer or provide services or engage in any economic activity not required for establishment purposes and who do not receive remuneration from a source located within the host Party;
(c) "intra-corporate transferees" means natural persons who have been employed by a juridical person of a Party or have been partners in it for at least one year, who are temporarily transferred to an establishment that may be a subsidiary, branch or head company of the juridical person in the territory of the other Party and who are either "managers" or "specialists";
(d) "managers" means natural persons who work in a senior position within a juridical person, who primarily direct the management of the establishment, receiving general supervision or direction principally from the board of directors or from stockholders of the business or their equivalent and whose role includes at least:
(i) directing the establishment or a department or sub-division thereof;
(ii) supervising and controlling the work of other supervisory, professional or managerial employees; and
(iii) having the authority personally to recruit and dismiss or to recommend recruiting, dismissing or other personnel actions;
(e) "specialists" means persons working within a juridical person of a Party who possess uncommon knowledge essential to the establishment's production, research equipment, techniques, processes, procedures or management;
in assessing such knowledge, account will be taken not only of knowledge specific to the establishment, but also of whether the person has a high level of qualification, including adequate professional experience related to a type of work or trade requiring specific technical knowledge, including membership of an accredited profession;
(f) "graduate trainees" means natural persons who have been employed by a juridical person of a Party or its branch for at least one year, possess a university degree and are temporarily transferred to an establishment of the juridical person in the territory of the other Party for career-development purposes or to obtain training in business techniques or methods (1);
(g) "business sellers" (1) means natural persons who are representatives of a services or goods supplier of a Party seeking entry into and temporary stay in the territory of the other Party for the purpose of negotiating the sale of services or goods, or entering into agreements to sell services or goods for that supplier, who do not engage in making direct sales to the general public, who do not receive remuneration from a source located within the host Party, and who are not commission agents;
(h) "contractual service suppliers" means natural persons employed by a juridical person of a Party which itself is not an agency for placement and supply services of personnel nor acting through such an agency, has no establishment in the territory of the other Party and has concluded a bona fide contract to supply services with a final consumer in the other Party, requiring the presence on a temporary basis of its employees in that Party, in order to fulfil the contract to provide services (2);
(i) "independent professionals" means natural persons engaged in the supply of a service and established as self-employed in the territory of a Party who have no establishment in the territory of the other Party and who have concluded a bona fide contract (other than through an agency for placement and supply services of personnel) to supply services with a final consumer in the latter Party, requiring their presence on a temporary basis in that Party in order to fulfil the contract to provide services (3);
(j) "qualifications" means diplomas, certificates and other evidence of formal qualification issued by an authority designated pursuant to legislative, regulatory or administrative provisions and certifying successful completion of professional training.
Article 154. Key Personnel and Graduate Trainees
1. For every sector committed in accordance with Section B and subject to any reservations listed in Annex VIII-C each Party shall allow entrepreneurs of the other Party to employ in their establishment natural persons of that other Party provided that such employees are key personnel or graduate trainees as defined in Article 153. The entry and temporary stay of key personnel and graduate trainees shall be for a period of up to three years for intra-corporate transferees, 90 days in any 12 month period for business visitors for establishment purposes, and one year for graduate trainees.
2. For every sector committed in accordance with Section B, the measures which a Party shall not adopt or maintain, either on the basis of a regional subdivision or on the basis of its entire territory, unless otherwise specified in Annex VII-C, are defined as limitations on the total number of natural persons that an entrepreneur may employ as key personnel and graduate trainees in a specific sector in the form of numerical quotas or the requirement of an economic needs test and as discriminatory limitations.
Article 155. Business Sellers
For every sector committed in accordance with Sections B or C and subject to any reservations listed in Annex VIII-C, each Party shall allow the entry and temporary stay of business sellers for a period of up to 90 days in any 12 month period.
Article 156. Contractual Service Suppliers
1. The Parties affirm their respective obligations arising from their commitments under the WTO General Agreement on Trade in Services as regards the entry and temporary stay of contractual services suppliers.
2. In accordance with Annexes VIII-D and VIII-G, each Party shall allow the supply of services into their territory by contractual services suppliers of the other Party, subject to the following conditions:
(a) the natural persons are engaged in the supply of a service on a temporary basis as employees of a juridical person which has obtained a service contract not exceeding 12 months;
(b) the natural persons entering the other Party offer that service as employees of the juridical person supplying the services for at least the year immediately preceding the date of submission of an application for entry into the other Party, and, in addition, possess, at the date of submission of an application for entry into the other Party, at least three years of professional experience (1) in the sector of activity which is the subject of the contract;
(c) the natural persons entering the other Party possess:
(i) a university degree or a qualification demonstrating knowledge of an equivalent level (2); and
(ii) the professional qualifications required to exercise an activity pursuant to the laws and regulations or other measures of the Party where the service is supplied;
(d) the natural persons do not receive remuneration for the provision of services in the territory of the other Party other than the remuneration paid by the juridical person employing the natural person;
(e) the entry and temporary stay of natural persons within the Party concerned is for a cumulative period of not more than six months or, in the case of Luxembourg, 25 weeks in any 12 month period or for the duration of the contract, whichever is less;
(f) access accorded under this Article relates only to the service activity which is the subject of the contract and does not confer entitlement to exercise the professional title of the Party where the service is provided; and
(g) the number of persons covered by the service contract is not larger than necessary to fulfil the contract, in accordance with the laws and regulations or other measures of the Party where the service is supplied.
Article 157. Independent Professionals
In accordance with Annex VIII-D and VII-G, each Party shall allow the supply of services into its territory by independent professionals of the other Party, subject to the following conditions:
(a) the natural persons are engaged in the supply of a service on a temporary basis as self- employed persons established in the other Party and have obtained a service contract for a period not exceeding 12 months;
(b) the natural persons entering the other Party possess, at the date of submission of an application for entry into the other Party, at least six years of professional experience in the sector of activity which is the subject of the contract;
(c) the natural persons entering the other Party possess:
(i) a university degree or a qualification demonstrating knowledge of an equivalent level (1); and
(ii) the professional qualifications required to exercise an activity pursuant to the laws and regulations or other measures of the Party where the service is supplied;
(d) the entry and temporary stay of natural persons within the Party concerned is for a cumulative period of not more than six months or, in the case of Luxembourg, 25 weeks in any 12 month period or for the duration of the contract, whatever is less; and
(e) access accorded under this Article relates only to the service activity which is the subject of the contract and does not confer entitlement to exercise the professional title of the Party where the service is provided.
Section E. Regulatory Framework
Subsection I. Domestic Regulation
Article 158. Scope and Definitions
1. This Section applies to measures by the Parties relating to licensing requirements and procedures, qualification requirements and procedures that affect:
(a) the cross-border supply of services;
(b) the establishment in their territory of natural and juridical persons of a Party; and
(c) the temporary stay in their territory of categories of natural persons referred to in Article 153.
2. In the case of cross-border supply of services, this Section applies only to sectors for which a Party has undertaken specific commitments and to the extent that those specific commitments apply. In the case of establishment, this Section does not apply to sectors to the extent that a reservation is listed in Annexes VIII-A and VIII-E. In the case of temporary stay of natural persons, this Section does not apply to sectors to the extent that a reservation is listed in Annexes VIII-C, VIU-D and VII-G.