(c) the legal and factual basis for that claim; and

(d) the compensation sought and the amount of damages claimed.

8. No investment dispute may be submitted to arbitration under this Article if more than three (3) years have elapsed from the date on which the disputing investor first acquired, or should have first acquired, whichever is earlier, knowledge of the breach alleged under Paragraph 1 and knowledge that the disputing investor had incurred loss or damage.

9. The Ad Hoc Arbitral Tribunal specified in Paragraph (4)(c) shall be constituted as follows

(a) each Contracting Party to the dispute shall appoint an arbitrator within two months from the date on which the investment dispute was submitted to arbitration, and the two arbitrators so appointed shall agree upon a third arbitrator within one month The arbitrator selected must be a national of a third country, must not have his place of habitual residence in the territory of one of the Contracting Parties if he is an employee of either of the Disputed Parties, nor have dealt with the investment dispute in any way, and shall be the presiding arbitrator of the Tribunal.

(8) If the periods specified in paragraph (9) (a) above have not been observed, any of the Disputing Parties may request any of the Contracting Parties, in the absence of any other agreement, or the Secretary-General of ! International Centre for Settlement of Investment Disputes (hereinafter referred to as "ICSID" in this Article), to appoint the arbitrator or arbitrators not yet appointed by the Panel of Arbitrators of ICSID, subject to the requirements of Paragraphs (9)(a) and (10) of this Article.

10. In appointing arbitrators, the Disputing Parties consider that the arbitrators of an arbitral tribunal should

(a) have investment competence and experience in law or international trade

(b) be chosen strictly on the basis of objectivity, reliability and sound judgment; and

(c) not receive instructions from the government of any Contracting Party.

11. The Disputing Parties may agree on the legal place of any arbitration under the arbitration rules applicable pursuant to Paragraph 4. If the Disputing Parties fail to agree, the court shall determine the place in accordance with the applicable arbitration rules, provided that the place is in the territory of the State that is a party to the New York Convention.

12. No Contracting Party shall be obliged to disclose information or confidential information which is privileged or protected from disclosure under its applicable laws and regulations or to disclose information which would impede law enforcement or otherwise be contrary to the public interest or would prejudice privacy or legitimate commercial interests.

13. The arbitral tribunal shall decide in accordance with the provisions of this Agreement, the law of the Contracting Party involved in the dispute and the principles of international law.

14. The arbitral tribunal may not award punitive damages and may only rule:

(a) a judgment as to whether the disputing Party has breached any obligation under this Agreement with respect to the disputing investor and its investments;

(b) one or both of the following remedies, only if there has been such a breach

(i) monetary damages and applicable interest; and

(ii) restitution of property, in which case the award shall provide that the disputing party may pay monetary damages and any applicable interest in lieu of restitution.

The arbitral tribunal may also award costs and attorneys' fees in accordance with this Agreement and the applicable arbitration rules.

15. The arbitral tribunal shall make its decision by a majority vote. The award shall be final and binding on the disputing parties with respect to the particular case. Each Contracting Party shall ensure the recognition and enforcement of the arbitral award in accordance with its laws and regulations.

16. For greater certainty, if a dispute arises between the Contracting Parties as to the meaning or scope of an award, either Contracting Party may request the interpretation of the award in accordance with the rules of procedure of the selected forum.

17, A Contracting Party to a dispute shall not at any stage of the arbitration proceedings or the enforcement of the award raise an objection that the disputing investor in the dispute has received compensation under insurance in respect of all or part of its losses.

18. For greater certainty, with respect to this Agreement, a breach of contract does not establish a breach of the Agreement.

Article 12. Settlement of Disputes between the Contracting Parties

1. Disputes between the Contracting Parties concerning the interpretation or application of this Agreement shall be settled as far as possible by negotiation or other diplomatic channels.

2. If a dispute under paragraph 1 of this Article cannot be settled through negotiation or other diplomatic channels within six months, it shall be submitted to an arbitral tribunal of three members at the request of any of the Contracting Parties.

Such arbitral tribunal shall be constituted on an ad hoc basis. Each Contracting Party shall appoint a member and these two members shall designate by common agreement a national of a third State as its chairman. These members shall be appointed within two months of the date on which a Contracting Party has informed the other Contracting Party of its intention to submit the dispute to an arbitral tribunal, the chairman of which shall be appointed within two months. The third arbitrator shall not have his place of habitual residence in any of the Contracting Parties or be employed by any of the Contracting Parties and shall be a national of the country with which the Contracting Party has diplomatic relations.

4. If the periods specified in paragraph 3 of this Article are not observed, any of the Contracting Parties may, in the absence of any other relevant agreement, invite the President of the International Court of Justice to make the necessary appointments. If the President of the International Court of Justice is a national of any of the Contracting Parties or if for any other reason he is prevented from exercising that function, or if he has his place of habitual residence in any of the Contracting Parties 0 is an employee of any of the Contracting Parties, the Vice-President 0 shall be invited, in case of impossibility, to make the necessary appointments under the same conditions. The appointed judge must be a national of a State having diplomatic relations with the Contracting Parties.

5. In appointing arbitrators, the Contracting Parties consider that the arbitrators in an arbitration should

(a) have investment competence and experience in law or international trade

(b) not receive instructions from the government of any of the Contracting Parties.

6. The arbitral tribunal shall establish its own rules of procedure unless the Contracting Parties decide otherwise.

7. The arbitral tribunal shall take its decision under this Agreement and in accordance with the rules of international law. It shall take its decision by majority vote; the decision shall be final and binding.

8. Notwithstanding the provisions of Paragraph 7 of this Article, each Contracting Party may request the arbitration tribunal, within thirty (30) days after the notification of its decision, to provide clarification or interpretation of the decision. The arbitration tribunal shall decide on such request within fifteen (15) days after the request.

9. Each Contracting Party shall bear the expenses of its own member and its legal representative in the arbitration proceedings. The costs of the chairman and the remaining costs shall be borne equally by both Contracting Parties.

Article 13. Transparency

1. Each Contracting Party shall, to the extent possible and to the extent required by national law, promptly publish or make available to the public its laws and regulations of general application and international agreements that may affect the operation of this Agreement.

2. Nothing in this Agreement requires a Contracting Party to provide or permit access to

(a) information relating to the financial affairs and accounts of individual customers of particular investors or investments; or

(b) any confidential or proprietary information, including information concerning individual investors or investments, the disclosure of which would impede law enforcement or otherwise be contrary to its laws protecting confidentiality or prejudicial to the legitimate commercial interests of a particular enterprise.

3. Nothing in this Agreement shall prevent a Contracting Party from requiring an investor of the other Contracting Party, or its investment, to provide on a voluntary basis routine information on that investment for information or statistical purposes only.

Article 14. Application of other Rules

If the laws and regulations of either Contracting Party or obligations under international law existing at present or hereafter established between the Contracting Parties, in addition to this Agreement, contain general or specific provisions authorising investments by investors of the other Contracting Party at a treatment more favourable than that provided for in this Agreement, such provisions shall prevail over this Agreement to the extent that they are more favourable.

Article 15. Implementation of the Agreement

This Agreement shall apply to investments made before or after the entry into force of this Agreement, but shall not apply to any investment dispute that may have arisen or to any investment dispute that has been resolved before the entry into force of this Agreement.

Article 16. Consultations

The Contracting Parties shall, at the request of either of them, consult on any matter relating to the implementation or application of this Agreement. These consultations shall be held at the proposal of one of the Contracting Parties at a time and place agreed upon through diplomatic channels.

Article 17. Denial of Benefits

1. The benefits of this Agreement shall not be available to an investor of a Contracting Party, if the primary objective of acquiring the nationality of that Contracting Party was to obtain benefits under this Agreement that would not otherwise be available to the investor. For greater certainty, this includes investors or investments that have been established or restructured.

2. Subject to prior notification and consultation, a Contracting Party may deny the benefits of this Agreement to an investor of the other Contracting Party which is a legal entity of that other Contracting Party and to investments of that investor, if the legal entity has no significant business activities in the territory of the other Contracting Party and persons of a non-Contracting Party, or if the denying Party owns or controls the legal entity.

Article 18. General and Security Exceptions

1. Subject to the requirement that such measures shall not be applied by one Contracting Party in a manner which would constitute a means of arbitrary or unjustifiable discrimination against the other Contracting Party, or a disguised restriction on investments of investors of the other Contracting Party in the territory of the first Contracting Party, nothing in this Agreement shall be construed to prevent the first Contracting Party from adopting or applying measures:

(a) necessary to protect human, animal or plant life or health

(b) necessary to protect public morals or to maintain public order, provided that the public order exception may be invoked only where a genuine and sufficiently serious threat is posed to one of the fundamental interests of society;

(c) necessary to secure compliance with laws or regulations which are not inconsistent with the provisions of this Agreement, including those relating to the protection of individual privacy with respect to the processing and disclosure of personal data and the protection of the confidentiality of personal accounts and records;

d) imposed for the protection of national treasures of artistic, historical or archaeological value;

(e) necessary for the conservation of living or non-living exhaustible natural resources.

2. Nothing in this Agreement shall be construed to prevent any Contracting Party from adopting or enforcing any measure:

(a) which it considers necessary for the protection of its essential security interests in the following areas

(i) taken in time of war, armed conflict or another emergency in that Contracting Party or in international relations; or

(ii) in connection with the implementation of national policies or international agreements on the non-proliferation of weapons; or

(b) in fulfilment of its obligations under the Charter of the United Nations for the maintenance of international peace and security.

Article 19. Entry Into Force, Amendment, Duration and Termination

1. This Agreement shall enter into force thirty (30) days after the date of receipt of the last notification through diplomatic channels by which either Contracting Party notifies the other Contracting Party that its internal legal requirements for the entry into force of this Agreement have been complied with.

2. This Agreement may be amended by mutual consent of the Contracting Parties. Such amendments shall enter into force in accordance with the same procedure as the Agreement.

3. This Agreement shall remain in force for a period of ten (10) years and shall be extended thereafter for further periods of ten (10) years unless, one (1) year before the end of the initial or subsequent period, either Contracting Party notifies the other Contracting Party of its intention to terminate the Agreement.

4. With respect to investments made prior to the date on which the termination of this Agreement becomes effective, the provisions of this Agreement shall continue in effect for a period of ten (10) years from the date on which the termination of this Agreement becomes effective.

5. This Agreement shall apply regardless of the existence of diplomatic or consular relations between the Contracting Parties.

Conclusion

In witness whereof, the undersigned, being duly authorized thereto by their respective Governments, have signed this Agreement.

Done at Abu Dhabi on 24 October 2018, in duplicate, in the Arabic, English and Spanish languages, all three texts being equally authentic. In case of divergence of interpretation, the English text shall prevail.

(signature)

For the Eastern Republic of Uruguay

(signature)

For the Government of the United Arab Emirates

Attachments

Annex. Expropriation

The Contracting Parties confirm their shared understanding that

1. Article 8 (1) is intended to reflect customary international law concerning the obligation of States with respect to expropriation.

2. An action or series of actions by a Contracting Party cannot constitute an expropriation unless it interferes with a property right or a tangible or intangible property interest in an investment.

3. Paragraph 1 of Article 8 addresses two situations. The first is known as direct expropriation, where an investment is either nationalized or directly expropriated through the formal transfer of title or direct seizure.

4. The second situation addressed in paragraph 1 of Article 8 is known as indirect expropriation, where an action or series of actions by a Contracting Party has an effect equivalent to direct expropriation without formal transfer of title or direct expropriation.

(a) the determination of whether an action or series of actions by a Contracting Party, in a specific factual situation, constitutes an indirect expropriation requires a case-by-case investigation, based on facts which it considers, inter alia

(i) the economic impact of the government's action, although the fact that an action or series of actions by a Contracting Party has an adverse effect on the economic value of an investment does not in itself establish that an indirect expropriation has occurred;

(ii) the extent to which the government action interferes with distinct and reasonable expectations supported by the investment; and

(iii) the nature of the government action.

5. Except in exceptional circumstances, non-discriminatory or arbitrary regulatory measures by a Contracting Party designed and applied to protect legitimate public welfare objectives in the field of public health, safety, the environment and social matters do not constitute indirect expropriations.

Protocol

At the time of signing the Agreement between the Government of the United Arab Emirates and the Eastern Republic of Uruguay for the Promotion and Protection of Investments, the undersigned agreed that the following provision would form an integral part of the Agreement

With respect to Article 1, the Contracting Parties recognize that the purchase of debt issued by a Contracting Party involves a commercial risk and is governed by the applicable rules of the operation of the corresponding public debt. In the event of a dispute relating to public debt operations, such issue shall be resolved through consultations between the Contracting Parties in good faith, and may only be submitted to arbitration under Articles 11 and 12 of this Agreement if no agreement is reached between the Contracting Parties, and the failure of a Contracting Party to fulfil its debt obligations is due to the arbitrary and discriminatory failure of that Contracting Party to fulfil its debt obligations, despite its means of doing so. For greater certainty, an award cannot be made in favour of a disputing investor for a claim of breach or default of a debt issued by a Contracting Party, unless the disputing investor meets its burden of proving the arbitrary and discriminatory conduct of that Contracting Party.

In witness whereof the undersigned, being fully authorised thereto by their respective Governments, have signed this Protocol.

Done in duplicate at Abu Dhabi on Wednesday, 24 October 2018, in the Arabic, English and Spanish languages, all texts being equally authentic. In case of divergence of interpretation, the English text shall prevail.

(signature)

For the Eastern Republic of Uruguay

(signature)

For the Government of the United Arab Emirates