AGREEMENT BETWEENJAPAN AND THE REPUBLIC OF COLOMBIAFOR THE LIBERALIZATION,PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE REPUBLIC OF COLOMBIAFOR THE LIBERALIZATION,PROMOTION AND PROTECTION OF INVESTMENT

Japan and the Republic of Colombia (hereinafterreferred to as “the Contracting Parties”);
Desiring to further promote investment in order tostrengthen the economic relationship between theContracting Parties;
Intending to further create stable, equitable,favorable and transparent conditions for greater investment
by investors of one Contracting Party in the Area of theother Contracting Party;
Recognizing the growing importance of the progressive
liberalization of investment for stimulating initiative ofinvestors and for promoting prosperity and mutuallyfavorable business activity in the Contracting Parties;
Recognizing that these objectives and the promotion ofsustainable development can be achieved without relaxing
health, safety and environmental measures of generalapplication;
Recognizing the importance of the cooperative
relationship between labor and management in promoting
investment between the Contracting Parties;
Wishing that this Agreement will contribute to thestrengthening of international cooperation with respect tothe development of international rules on foreign
investment; andBelieving that this Agreement marks the beginning of
new economic partnership between the Contracting Parties;
Have agreed as follows:- 1 -CHAPTER I
Definitions
Article 1
Definitions
For the purposes of this Agreement:(a)the term “investments” means every kind of asset
owned or controlled, directly or indirectly, by
an investor, which has the characteristics of aninvestment, including:
Note 1:

The characteristics of an investment
include the commitment of capital orother resources, the expectation of gainor profit, or the assumption of risk.

Note 2:Each Contracting Party recognizes thatsome claims to money that:(i)are immediately due and result solely fromexport and import contracts for the sale ofgoods or services other than such contracts
based on orders habitually secured; or(ii)result from credit granted in relation withthe contracts referred to in subparagraph(i), maturity date of which is less thantwelve (12) months;

do not have the characteristics of an investment.
Note 3:

Investments do not include orders or
judgments entered in a judicial oradministrative action.

(i)an enterprise and a branch of an enterprise;(ii)

shares, stocks or other forms of equity
participation in an enterprise;(iii)

bonds, debentures, loans and other forms
of debt, except for those of or to aContracting Party or any state enterprise
thereof;(iv)

rights under contracts, including turnkey,
construction, management, production orrevenue-sharing contracts;

- 2 -

(v)

claims to money and to any performance undercontract having a financial value;(vi)

intellectual property rights, including copy
rights and related rights, patent rights,
plant breeder’s rights and rights relating
to utility models, trademarks, industrial
designs, layout-designs of integrated
circuits, trade names, indications of source
or geographical indications and undisclosed
information;(vii)

rights conferred pursuant to laws andregulations or contracts such asconcessions, licenses, authorizations andpermits, including those for the explorationand exploitation of natural resources;(viii)

any other tangible and intangible, movableand immovable property, and any related
property rights, such as leases, mortgages,
liens and pledges; and(ix)amounts and rights derived from investments,
such as profit, interest, capital gains,dividends, royalties and fees;

A change in the form in which assets are invested does notaffect their character as investments. For greatercertainty, this provision shall apply only where the assets
still fall within the definition contained in thissubparagraph.
(b)

the term “investor of a Contracting Party” meansa Contracting Party or a state enterprise
thereof, or a national or an enterprise of aContracting Party, that seeks to make, is making
or has made investments in the Area of the other
Contracting Party;
Note 1:

It is understood that an investor of aContracting Party “seeks to makeinvestments” in the Area of the other
Contracting Party only when the investor
has taken concrete steps necessary to
make investments, such as when theinvestor has duly filed an application
for a permit or license which authorizes
the investor to establish investments or
has obtained the financing necessary to
make investments.

- 3 -Note 2:(c)(d)

This Agreement shall not apply toinvestments of natural persons who arenationals of both Contracting Parties
unless such natural persons have at thetime of the investment and ever since
been domiciled outside the Area of theContracting Party in which they madesuch investments.

an enterprise is:(i)“owned” by an investor if more than fifty(50) percent of the equity interest in it isowned by the investor; and(ii)“controlled” by an investor if the investor
has the power to name a majority of its
directors or otherwise to legally direct its
actions;

the term “enterprise of a Contracting Party”
means any legal person or any other entity:(i)duly constituted or organized under theapplicable laws and regulations of thatContracting Party, whether or not for
profit, and whether private or governmentowned or –controlled, including any
corporation, trust, partnership, sole
proprietorship, joint venture, association,organization or company; and(ii)carrying out substantial business activities
in the Area of the Contracting Party;(e)the term “investment activities” means theestablishment, acquisition, expansion, operation,
management, maintenance, use, enjoyment and saleor other disposal of investments;(f)the term “Area” means:(i)with respect to Japan, the territory ofJapan, and the exclusive economic zone andthe continental shelf with respect to which
Japan exercises sovereign rights or
jurisdiction in accordance withinternational law; and

- 4 -

(ii)

with respect to the Republic of Colombia,
its continental and insular territory, which
comprises the archipelago of San Andres,
Providencia and Santa Catalina, the Islandof Malpelo, and all the other islands,
islets, keys, headlands and shoals thatbelong to it, as well as airspace andmaritime areas and the other elements overwhich it exercises sovereignty or sovereign
rights or jurisdiction in accordance withits domestic law and international law,
including applicable international treaties;

Note 1:

The term “Area” refers to thegeographical scope of application ofthis Agreement.

Note 2:

Nothing under this subparagraph shallaffect the rights and obligations of theContracting Parties under international
law.

(g)

the term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade
Organization, done at Marrakesh, April 15, 1994;(h)the term “disputing investor” means an investorof a Contracting Party who is a party to an
investment dispute with the other Contracting
Party;(i)the term “disputing Party” means a Contracting
Party that is a party to an investment disputewith an investor of the other Contracting party;(j)the term “disputing parties” means the disputing
investor and the disputing Party;(k)the term “financial services” means financial
services as defined in subparagraph 5(a) of theAnnex on Financial Services to the GATS;(l)the term “freely usable currency” means freely
usable currency as defined under the Articles ofAgreement of the International Monetary Fund;(m)the term “GATS” means General Agreement on Tradein Services in Annex 1B to the WTO Agreement;(n)the term “the ICSID” means the International
Centre for Settlement of Investment Disputes,
established by the ICSID Convention;

- 5 -

(o)

the term “the ICSID Convention” means theConvention on the Settlement of Investment
Disputes between States and Nationals of Other
States, done at Washington, March 18, 1965;(p)

the term “the ICSID Additional Facility Rules”
means the Rules Governing the Additional Facility
for the Administration of Proceedings by the
Secretariat of the International Centre for
Settlement of Investment Disputes;(q)

the term “national” means a natural person having
the nationality of a Contracting Party inaccordance with its applicable laws andregulations;(r)the term “the New York Convention” means theConvention on the Recognition and Enforcement of
Foreign Arbitral Awards, done at New York on June
10, 1958;(s)

the term “the Secretary-General” means the
Secretary-General of the ICSID;(t)

the term “Tribunal” means an arbitral tribunal
established under Article 28 or Article 37;(u)

the term “the TRIPS Agreement” means theAgreement on Trade-Related Aspects ofIntellectual Property Rights in Annex 1C to
the WTO Agreement; and(v)

the term “the UNCITRAL Arbitration Rules” means
the arbitration rules of the United Nations
Commission on International Trade Law adopted
by the United Nations Commission on International
Trade Law on April 28, 1976.
CHAPTER II
Investment
Article 2
National Treatment

1.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favorable than the treatment
it accords in like circumstances to its own investors andto their investments with respect to investment activities.

- 6 -

2.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party treatment no lessfavorable than the treatment which it accords in likecircumstances to its own investors with respect to accessto the courts of justice and administrative tribunals andagencies in all degrees of jurisdiction, both in pursuitand in defense of such investors’ rights.
Article 3
Most Favored Nation Treatment
1.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favorable than the treatment
it accords in like circumstances to investors of a nonContracting Party and to their investments with respect toinvestment activities.
Note:

It is understood that the treatment referred toin paragraph 1 does not include treatment
accorded to investors of a non-Contracting
Party and their investments by provisions
concerning the settlement of investment
disputes such as the mechanism set out in
Chapter III and Chapter IV, that are provided
for in other international agreements between aContracting Party and a non-Contracting Party.

2.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party treatment no lessfavorable than the treatment which it accords in likecircumstances to investors of a non-Contracting Party withrespect to access to the courts of justice andadministrative tribunals and agencies in all degrees ofjurisdiction, both in pursuit and in defense of suchinvestors’ rights.
Article 4
Minimum Standard of Treatment
1.
Each Contracting Party shall in its Area accord toinvestments of investors of the other Contracting Party
treatment in accordance with customary international law,
including fair and equitable treatment and full protection
and security.

- 7 -

2.
For greater certainty, a change of the regulation of aContracting Party does not constitute by itself a violationof paragraph 1.
Note 1:

Paragraphs 1 and 2 prescribes the customaryinternational law minimum standard oftreatment of aliens as the minimum standardof treatment to be afforded to investments ofinvestors of the other Contracting Party.
The concepts of “fair and equitable
treatment” and “full protection and security”
do not require treatment in addition to or
beyond that which is required by thecustomary international law minimum standardof treatment of aliens.

Note 2:A determination that there has been a breachof another provision of this Agreement, or ofa separate international agreement, does notestablish that there has been a breach ofparagraphs 1 and 2.

Note 3:“Fair and equitable treatment” includes theobligation of the Contracting Parties toguarantee access to the courts of justice andadministrative tribunals and not to denyjustice in criminal, civil or administrative
procedures, in accordance with the principleof due process of law.

3.
Each Contracting Party shall observe any obligation
deriving from a written agreement concluded between its
central government or agencies thereof and an investor of
the other Contracting Party with regard to specificinvestments by the investor, which the investor could haverelied on at the time of establishment, acquisition or
expansion of such investments.
Article 5
Performance Requirements
1.
Neither Contracting Party shall impose or enforce, inconnection with investment activities in its Area of aninvestor of the other Contracting Party or of a nonContracting Party, any of the following requirements:(a)to export a given level or percentage of goods orservices;(b)to achieve a given level or percentage ofdomestic content;

- 8 -

(c)

to purchase, use or accord a preference to goods
produced in its Area, or to purchase goods fromnatural or legal persons or any other entity in
its Area;(d)to relate in any way the volume or value ofimports to the volume or value of exports or to
the amount of foreign exchange inflows associatedwith investments of that investor;(e)

to restrict sales of goods or services in its
Area that investments of that investor produce orprovide by relating such sales in any way to thevolume or value of its exports or foreignexchange earnings;(f)to transfer technology, a production process orother proprietary knowledge to a natural or legal
person or any other entity in its Area, except
when the requirement:(i)

is imposed or enforced by a court,
administrative tribunal or competentauthority to remedy an alleged violation ofcompetition laws; or(ii)concerns the transfer or use of intellectual
property rights or disclosure of proprietary
information which is undertaken in a manner
not inconsistent with the TRIPS Agreement;(g)

to locate the headquarters of that investor for a
specific region or the world market in its Area;or(h)to supply one or more of the goods that theinvestor produces or the services that theinvestor provides to a specific region or theworld market, exclusively from its Area.

2.
Neither Contracting Party may condition the receipt orcontinued receipt of an advantage, in connection withinvestment activities in its Area of an investor of theother Contracting Party or of a non-Contracting Party, on
the compliance with any of the following requirements:(a)to achieve a given level or percentage ofdomestic content;(b)

to purchase, use or accord a preference to goods
produced in its Area, or to purchase goods fromnatural or legal persons or any other entity in
its Area;

- 9 -

(c)

to relate in any way the volume or value ofimports to the volume or value of exports or to
the amount of foreign exchange inflows associatedwith investments of that investor; or(d)to restrict sales of goods or services in its
Area that investments of that investor produce orprovide by relating such sales in any way to thevolume or value of its exports or foreignexchange earnings.

3.
Nothing in paragraph 2 shall be construed to preventa Contracting Party from conditioning the receipt orcontinued receipt of an advantage, in connection withinvestment activities in its Area of an investor of theother Contracting Party or of a non-Contracting Party, oncompliance with a requirement to locate production, supply
a service, train or employ workers, construct or expand
particular facilities or carry out research anddevelopment, in its Area.
4.
Paragraphs 1 and 2 shall not apply to any requirement
other than those requirements set out in those paragraphs.
5.

The provisions of:(a)subparagraphs 1(a), (b) and (c) and 2(a) and (b)shall not apply to qualification requirements forgoods or services with respect to export
promotion programs and foreign aid programs; and(b)subparagraphs 2(a) and (b) shall not apply to therequirements imposed by an importing Contracting
Party relating to the content of goods necessary
to qualify for preferential tariffs orpreferential quotas.

6.
Provided that such measures are not applied in anarbitrary or unjustifiable manner and provided that suchmeasures do not constitute a disguised restriction oninternational trade or investment activities, nothing in
subparagraphs 1(b), (c) and (f) and 2(a) and (b) shall be
construed to prevent a Contracting Party from adopting ormaintaining measures, including environmental measures:(a)necessary to secure compliance with laws andregulations that are not inconsistent with theprovisions of this Agreement;(b)necessary to protect human, animal or plant lifeor health; or- 10 -

(c)related to the conservation of living or nonliving exhaustible natural resources.
Article 6
Non-Conforming Measures

1.
Paragraph 1 of Article 2, paragraph 1 of Article 3,
Article 5 and Article 10 shall not apply to:(a)any existing non-conforming measure that ismaintained by the central government of aContracting Party, as set out in its Schedulein Annex I;(b)any existing non-conforming measure that ismaintained by a local government of a Contracting
Party;(c)the continuation or prompt renewal of any nonconforming measure mentioned in subparagraphs (a)and (b); or(d)an amendment or modification to any nonconforming measure referred to in subparagraphs(a) and (b) to the extent that the amendment or
modification does not decrease the conformity ofthe measure as it existed immediately before theamendment or modification, with paragraph 1 of
Article 2, paragraph 1 of Article 3, Article 5
and Article 10.

2.
Paragraph 1 of Article 2, paragraph 1 of Article 3,
Article 5 and Article 10 shall not apply to any measuresthat a Contracting Party adopts or maintains, with respect
to sectors, sub sectors or activities, as set out in its
Schedule in Annex II.
3.
Neither Contracting Party shall, under any measure
adopted after the date of entry into force of thisAgreement with respect to sectors, sub-sectors or
activities as set out in its Schedule in Annex II, require
an investor of the other Contracting Party, by reasonof its nationality, to sell or otherwise dispose ofinvestments existing at the time the measure becomes
effective.
4.
In cases where a Contracting Party makes an amendment
or a modification to any existing non-conforming measure
set out in its Schedule in Annex I after the date of entry
into force of this Agreement, the Contracting Party shall,to the extent possible, notify the other Contracting Partyof such amendment or modification.

- 11 -

5.
In the case where a Contracting Party adopts any
measure after the date of entry into force of thisAgreement, with respect to sectors, sub-sectors or
activities as set out in its Schedule in Annex II, theContracting Party shall, to the extent possible, notify theother Contracting Party of such measure.
6.
Each Contracting Party recognizes the importance ofreviewing from time to time the reservations specified in
its Schedules in Annexes I and II with a view to the
reduction or elimination of those reservations.
7.
Paragraph 1 of Article 2, paragraph 1 of Article 3
and Article 5 shall not apply to any measure covered by the
exceptions to or derogations from obligations under
Articles 3 and 4 of the TRIPS Agreement, as specificallyprovided in Articles 3 through 5 of the TRIPS Agreement.
8.
Paragraph 1 of Article 2, paragraph 1 of Article 3 andArticle 5 shall not apply to any measure that a Contracting
Party adopts or maintains with respect to government
procurement.
Article 7
Transparency
1.
Each Contracting Party shall promptly publish, orotherwise make publicly available, its laws, regulations,administrative procedures and administrative rulings andjudicial decisions of general application as well asinternational agreements which are in force and pertain
to or affect investment activities.
2.
Each Contracting Party shall, upon request by theother Contracting Party, promptly respond to specificquestions and provide that other Contracting Party withinformation on matters set out in paragraph 1.
3.
Nothing in paragraphs 1 and 2 shall be construed torequire either Contracting Party to disclose confidential
information, the disclosure of which would impede law
enforcement or otherwise be contrary to the public
interest, or which would prejudice privacy or legitimate
commercial interests. For the purposes of this paragraph,confidential information includes confidential businessinformation or information which is privileged or otherwise
protected from disclosure under the applicable laws of aContracting Party.

- 12 -

4.
Upon the entry into force of this Agreement, eachContracting Party shall endeavor to prepare, to the extent
possible, information regarding measures referred toin subparagraph 1(b) of Article 6 which are taken by
prefectures in the case of Japan or by departments in thecase of the Republic of Colombia, which shall be forwarded
to the other Contracting Party.
Note:

The information under this paragraph is madesolely for the purpose of transparency, andshall not be construed to affect any rights or
obligations of a Contracting Party under thisAgreement.

5.
To the extent of its possibilities, each Contracting
Party shall, in accordance with its laws and regulations,provide a reasonable opportunity for comments by the public
before the adoption, amendment or repeal of regulations ofgeneral application that affect any matter covered by thisAgreement.
Article 8
Measures against Corruption
Each Contracting Party shall ensure that measures andefforts are undertaken to prevent and combat corruption
regarding matters covered by this Agreement in accordancewith its laws and regulations.
Article 9
Entry, Sojourn and Residence
Each Contracting Party shall, in accordance with its
applicable laws and regulations, give due consideration
to applications for the entry, sojourn and residenceof a natural person having the nationality of the other
Contracting Party who wishes to enter the territory of
the former Contracting Party and to remain therein forthe purpose of investment activities.
Article 10
Senior Management and Boards of Directors
1.
Neither Contracting Party may require that anenterprise of that Contracting Party considered as
investments of an investor of the other Contracting Party
appoint to senior management positions natural persons ofany particular nationality.

- 13 -

2.
A Contracting Party may require that a majorityof the boards of directors or any committee thereof,of an enterprise of that Contracting Party considered as
investments of an investor of the other Contracting Party,
be of a particular nationality or resident in the former
Contracting Party, provided that the requirement does notmaterially impair the ability of the investor to exercise
control over its investments.
Article 11
Expropriation and Compensation
1.
Neither Contracting Party may expropriate or
nationalize investments in its Area of investors of theother Contracting Party or take any measure equivalent
to expropriation or nationalization (hereinafter referred
to as “expropriation”), except, for a public purpose, in
accordance with due process of law and Article 4, in anon discriminatory manner, and upon payment of a prompt,
adequate and effective compensation pursuant to paragraphs
2 through 4.
Note:

In the case of the Republic of Colombia, theterm “public purpose”, being used in thisparagraph, is a term used in international
agreements and may be expressed in the domestic
law of the Republic of Colombia using terms
such as “public purpose” or “social interest”.

2.
Compensation shall be equivalent to the fair market
value of the expropriated investments at the time whenthe expropriation was publicly announced or when the
expropriation occurred, whichever is the earlier. The
fair market value shall not reflect any change in value
occurring because the expropriation had become publicly
known earlier.
3.
The compensation shall be paid without delay andshall include interest at a commercial rate established ona market basis, accrued from the date of expropriation to
the date of payment. It shall be effectively realizableand freely transferable and shall be freely convertible
into the currency of the Contracting Party of the investors
concerned, and into freely usable currencies at the market
exchange rate prevailing on the date of expropriation.

- 14 -

4.
Without prejudice to and consistent with theprovisions of Chapter IV, the investors affected by
expropriation shall have a right of access to the courtsof justice or administrative tribunals or agencies of
the Contracting Party making the expropriation to seeka prompt review of the investors’ case and the amount ofcompensation in accordance with the principles set out inthis Article.
5.
The provisions of this Article do not apply tothe issuance of compulsory licenses granted in relation
to intellectual property rights, or to the revocation,
limitation or creation of intellectual property rights,
to the extent that such issuance, revocation, limitation
or creation is consistent with the TRIPS Agreement.
6.
For greater certainty, nothing in this Agreement shallbe construed to impose an obligation on a Contracting Party
to privatize any investments which it owns or controls or
to prevent a Contracting Party from designating a monopoly,
provided that, if a Contracting Party adopts or maintains
a measure to privatize such investments or a measure to
designate a monopoly, this Agreement shall apply to suchmeasure.
Note:

For greater certainty, Article 11 shall beinterpreted in accordance with Annex III.
Article 12
Treatment in case of Strife

1.
Each Contracting Party shall accord to investors of
the other Contracting Party that have suffered loss ordamage relating to their investments in the Area of theformer Contracting Party due to armed conflict, revolution,
insurrection, civil disturbance or any other similar eventin the Area of that former Contracting Party, treatment, asregards restitution, indemnification, compensation or any
other settlement, that is no less favorable than that which
it accords to its own investors or to investors of a nonContracting Party, whichever is more favorable to theinvestors of the other Contracting Party.
2.
Any payment as a means of settlement referred toin paragraph 1 shall be effectively realizable, freelytransferable and freely convertible at the market exchange
rate prevailing at the time of payment into the currency of
the Contracting Party of the investors concerned and freely
usable currencies.
3.
Paragraph 1 does not apply to measures related tosubsidies including grants.

- 15 -

Article 13
Subrogation
1.
If a Contracting Party or its designated agency makes
a payment to any investor of that Contracting Party under
an indemnity, guarantee or insurance contract, pertaining
to investments of such investor in the Area of the other
Contracting Party, the latter Contracting Party shallrecognize the assignment to the former Contracting Partyor its designated agency of any right or claim of suchinvestor on account of which such payment is made and shallrecognize the right of the former Contracting Party or its
designated agency to exercise by virtue of subrogation any
such right or claim to the same extent as the originalright or claim of the investor. As regards payment to bemade to that former Contracting Party or its designatedagency by virtue of such assignment of right or claim andthe assignment of such payment, Articles 11, 12 and 14
shall apply mutatis mutandis.
2.
This Article does not recognize the right of claim
under Chapter IV of a Contracting Party or its designatedagency solely based on the fact that either has made apayment based on an indemnity, guarantee or insurance
contract against commercial risk.
Article 14
Transfers
1.
Each Contracting Party shall ensure that all transfers
relating to investments in its Area of an investor of theother Contracting Party may be freely made into and out of
its Area without delay. Such transfers shall include, inparticular, though not exclusively:(a)the initial capital and additional amounts tomaintain or increase investments;(b)

profits, interest, capital gains, dividends,
royalties, fees and other current incomes
accruing from investments;(c)payments made under a contract including loan
payments in connection with investments;(d)proceeds of the total or partial sale or
liquidation of investments;(e)earnings and remuneration of personnel engaged
from the other Contracting Party who work inconnection with investments in the Area of theformer Contracting Party;- 16 -

(f)payments made in accordance with Articles 11 and
12; and(g)payments arising out of the settlement of adispute under Chapter IV.

2.
Each Contracting Party shall further ensure that suchtransfers may be made without delay in freely usable
currencies at the market exchange rate prevailing on thedate of each transfer.
3.
Notwithstanding paragraphs 1 and 2, a Contracting
Party may delay or prevent a transfer through theequitable, non-discriminatory and good-faith application ofits laws and regulations relating to:(a)bankruptcy, insolvency or the protection of therights of creditors;(b)issuing, trading or dealing in securities orderivatives;(c)ensuring compliance with orders or judgments injudicial or administrative proceedings;(d)criminal or penal offences; or(e)reports or record keeping of transfers ofcurrency or other monetary instruments requiredin accordance with applicable laws andregulations.
Article 15
General and Security Exceptions

1.
Subject to the requirement that such measures are
not applied by a Contracting Party in a manner which
would constitute a means of arbitrary or unjustifiable
discrimination against the other Contracting Party, ora disguised restriction on investments of investors ofthat other Contracting Party in the Area of the former
Contracting Party, nothing in this Agreement other than
Article 12 shall be construed to prevent that former
Contracting Party from adopting or enforcing measures,
including those to protect the environment:(a)necessary to protect human, animal or plant lifeor health;- 17 -

(b)necessary to protect public morals or to maintainpublic order;
Note: The public order exception may be invoked
only where a genuine and sufficiently
serious threat is posed to one of thefundamental interests of society.

(c)

(d)

necessary to secure compliance with the laws or
regulations which are not inconsistent with theprovisions of this Agreement including thoserelating to:(i)the prevention of deceptive and fraudulent
practices or to deal with the effects of a
default on contract;(ii)

the protection of the privacy of theindividual in relation to the processing anddissemination of personal data and theprotection of confidentiality of personal
records and accounts; or(iii)

safety; or

imposed for the protection of national treasuresof artistic, historic, archaeological or culturalvalue.

2.
Nothing in this Agreement other than Article 12 shallbe construed:(a)to require a Contracting Party to furnish or toallow access to any information whose disclosure
would be contrary to its essential security
interests;(b)

to prevent a Contracting Party from taking any
action which it considers necessary for theprotection of its essential security interests:(i)relating to guns traffic, ammunitions andwar implements and the traffic andtransaction of other goods, materials,
services and technology as is carried on
directly or indirectly for the purpose of
supplying a military or security base;(ii)

taken in time of war, or armed conflict, orother emergency in that Contracting Party or
in international relations; or- 18 -

(iii)(c)relating to the implementation of national
policies or international agreements
respecting the non-proliferation of weapons;or

to prevent a Contracting Party from taking any
action in pursuance of its obligations under theUnited Nations Charter for the maintenance ofinternational peace and security.

3.
In cases where a Contracting Party takes any measure,pursuant to paragraph 1, that does not conform with the
obligations under this Agreement other than Article 12,that Contracting Party shall endeavor to, as soon as
possible, notify the measure to the other Contracting
Party.
Article 16
Temporary Safeguard Measures
1.
A Contracting Party may adopt or maintain measures
not conforming with its obligations under paragraph 1 of
Article 2 relating to cross-border capital transactions andArticle 14:

2.

(a)

in the event of serious balance-of-payments andexternal financial difficulties or threat
thereof; or(b)in cases where, in exceptional circumstances,
movements of capital cause or threaten to cause
serious difficulties for macroeconomic
management, in particular, monetary and exchange
rate policies.

Measures referred to in paragraph 1:(a)shall be consistent with the Articles ofAgreement of the International Monetary Fund, solong as the Contracting Party taking the measures
is a party to the said Articles;(b)

shall not exceed those necessary to deal with thecircumstances set out in paragraph 1;(c)shall be temporary and shall be eliminated assoon as conditions permit;(d)shall be promptly notified to the other
Contracting Party; and- 19 -

(e)shall avoid unnecessary damages to thecommercial, economic and financial interests of
the other Contracting Party.

3.
Nothing in this Agreement shall be regarded asaltering the rights enjoyed and obligations undertaken by aContracting Party as a party to the Articles of Agreementof the International Monetary Fund.
Article 17
Prudential Measures
1.
Notwithstanding any other provisions of thisAgreement, a Contracting Party shall not be prevented fromtaking measures relating to financial services sector for
prudential reasons, including measures for the protectionof investors, depositors, policy holders or persons to whoma fiduciary duty is owed by an enterprise supplying
financial services, or measures to ensure the integrity
and stability of its financial system.
2.
In cases where a Contracting Party takes any measure,pursuant to paragraph 1, that does not conform with the
obligations under this Agreement, that Contracting Party
shall not use such measure as a means of avoiding its
obligations under this Agreement.
Article 18Intellectual Property Rights
1.
The Contracting Parties, aiming at further promoting
investment activities, shall promote adequate, effective
and non-discriminatory protection of intellectual property
rights in accordance with this Agreement, the TRIPS
Agreement and other international agreements to which theContracting Parties are parties.
2.
Nothing in this Agreement shall be construed toderogate from the rights and obligations of a Contracting
Party under international agreements in respect ofprotection of intellectual property rights to which theContracting Parties are parties.
3.
Nothing in this Agreement shall be construed to oblige
either Contracting Party to extend to investors of theother Contracting Party and their investments treatment
accorded to investors of a non-Contracting Party and theirinvestments by virtue of international agreements in
respect of protection of intellectual property rights,
to which the former Contracting Party is a party.

- 20 -

Note:For greater certainty, nothing in thisAgreement shall derogate from the obligationsof the Contracting Parties to accord mostfavored nation treatment in respect ofprotection of intellectual property rights
under international agreements in force for theContracting Parties, where such obligation is
specifically provided for in such international
agreements and applicable.
Article 19
Taxation

1.
Nothing in this Agreement shall apply to taxation
measures except as expressly provided for in thisAgreement.
2.
Nothing in this Agreement shall affect the rights
and obligations of either Contracting Party under any tax
convention. In the event of any inconsistency between thisAgreement and any such convention, that convention shallprevail to the extent of the inconsistency.
3.
Paragraphs 1 and 3 of Article 7 and Article 11 shallapply to taxation measures. Non-discriminatory treatment
with regard to access to the courts of justice andadministrative tribunals shall also apply to taxation
measures.
4.
Chapter IV shall apply to disputes regarding taxation
measures to the extent covered by paragraph 3.
5.

(a)

No investor may invoke Article 11 as the basis
for an investment dispute under Chapter IV, where
it has been determined pursuant to subparagraph(b) that the taxation measure in question is not
an expropriation.

(b)

The investor shall refer the issue, at the timethat it delivers the notice of intent underparagraph 3 of Article 27, to the competentauthorities of both Contracting Parties todetermine whether such measure is not an
expropriation. If the competent authorities ofboth Contracting Parties do not consider theissue or, having considered it, fail todetermine, within a period of one hundred andeighty (180) days of such referral, that themeasure is not an expropriation, the investor may
submit its claim to arbitration under Article 27.

- 21 -

(c)For the purposes of subparagraph (b), the term“competent authorities” means:(i)with respect to Japan, the Minister ofFinance or his or her authorized
representatives, who shall consider theissue in consultation with the Minister for
Foreign Affairs or his or her authorized
representatives; and(ii)

with respect to the Republic of Colombia,
the Minister of Finance and Public Credit,or his or her authorized representatives.
Article 20
Joint Committee

1.
The Contracting Parties shall establish a Joint
Committee (hereinafter referred to as “the Committee”) witha view to accomplishing the objectives of this Agreement.
2.
Each Contracting Party shall designate a contact point
to facilitate communications between the Contracting
Parties on any matter relating to this Article. The
contact points are:

3.

(a)

with respect to Japan, Ministry of Foreign
Affairs or the entity in lieu of or replacing the
aforementioned; and(b)with respect to the Republic of Colombia, theMinistry of Trade, Industry and Tourism or theentity in lieu of or replacing the
aforementioned.

The functions of the Committee shall be:(a)to discuss and review the implementation andoperation of this Agreement;(b)to share information on and to promote
cooperation in investment-related matters within
the scope of this Agreement, which relate toimprovement of investment environment;(c)to make appropriate recommendations by consensus
to the Contracting Parties for the more effectivefunctioning or the attainment of the objectivesof this Agreement; and(d)to discuss any other investment-related mattersconcerning this Agreement.

- 22 -

4.
The Committee shall meet within twelve (12) months
after the entry into force of this agreement and then it
shall meet as agreed by the Contracting Parties.
5.
The Committee may establish sub-committees anddelegate specific tasks to such sub-committees.
6.
The Committee and the sub-committees establishedpursuant to paragraph 5 shall determine their own rulesof procedures to carry out their functions.
7.
The Committee and the sub-committees establishedpursuant to paragraph 5 shall be composed ofrepresentatives of the Contracting Parties. The Committee
and the sub-committees, upon mutual consent of theContracting Parties, may hold joint meetings with theprivate sectors on matters related to the improvement ofinvestment environment in the Area of the Contracting
Parties.
8.
The sub-committees established pursuant to paragraph 5
shall meet upon the request of either Contracting Party.
Article 21
Measures on Health, Safety, Environmentand Labor
1.
Each Contracting Party recognizes that it isinappropriate to encourage investment activities ofinvestors of the other Contracting Party and of a nonContracting Party by relaxing its domestic health, safety
or environmental measures or by lowering its labor
standards. Accordingly, each Contracting Party should not
waive or otherwise derogate from such measures or standards
as an encouragement for the establishment, acquisition or
expansion in its Area of investments by investors of theother Contracting Party and of a non-Contracting Party.
2.
Each Contracting Party may adopt, maintain or enforce
any measure that it considers appropriate to ensure thatinvestment activities in its Area are undertaken in amanner not incompatible with its environmental law,provided that such measure is consistent with thisAgreement.

- 23 -

Article 22
Denial of Benefits
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise of that other Contracting Party andto its investments if the enterprise is owned or controlled
by an investor of a non-Contracting Party and the denying
Contracting Party:(a)does not maintain diplomatic relations with the
non-Contracting Party; or(b)adopts or maintains measures with respect to the
non-Contracting Party that prohibit transactions
with the enterprise or that would be violated or
circumvented if the benefits of this Agreement
were accorded to the enterprise or to its
investments.
Article 23
Special Formalities
and Information Requirements

1.
Nothing in Article 2 shall be construed to prevent aContracting Party from adopting or maintaining a measurethat prescribes special formalities in connection withinvestment activities of investors of the other Contracting
Party in its Area, such as a requirement that investors be
residents of the Contracting Party or that investments belegally constituted under the laws or regulations of theContracting Party, provided that such formalities do notmaterially impair the protections afforded by theContracting Party to investors of the other Contracting
Party and to their investments pursuant to this Agreement.
2.
Notwithstanding Articles 2 and 3, a Contracting Party
may require an investor of the other Contracting Party or
its investments to provide routine information concerning
those investments solely for informational and statistical
purposes. The Contracting Party shall protect any
confidential business information from any disclosurethat would prejudice the competitive position of theinvestor or its investments. Nothing in this paragraphshall be construed to prevent a Contracting Party fromotherwise obtaining or disclosing information in connection
with the equitable and good faith application of its law.

- 24 -

CHAPTER III
Settlement of Disputes
between the Contracting Parties
Article 24
Settlement of Disputes
between the Contracting Parties
1.
Disputes arising between the Contracting Parties
with respect to the interpretation or application of thisAgreement shall be settled, as far as possible, throughconsultations. Such consultations shall be requested inwriting by either Contracting Party.
2.
Any dispute between the Contracting Parties as tothe interpretation or application of this Agreement, notsatisfactorily settled through consultations within sixty(60) days after the request for consultation referred to inparagraph 1, shall be referred for decision to anarbitration board.
3.
An arbitration board referred to in paragraph 2 shallbe established for each dispute. Such arbitration board
shall be composed of three arbitrators, with eachContracting Party appointing one arbitrator within a periodof thirty (30) days from the date of receipt by either
Contracting Party from the other Contracting Party ofrequest for arbitration through diplomatic channels, andthe third arbitrator to be agreed upon as President by thetwo arbitrators so chosen within a further period of thirty(30) days, provided that the third arbitrator shall not be
a national of either Contracting Party nor be affiliatedwith either of the Contracting Parties, nor have dealt withthe dispute.
4.
If the necessary appointments referred to in paragraph3 have not been made within the periods referred to in thatparagraph, either Contracting Party may, unless otherwise
agreed, request the President of the International Court ofJustice to make such appointments. If the President of theInternational Court of Justice is prevented from performing
the above mentioned duty or is a national of either
Contracting Party, the Vice-President shall be requested
to make the necessary appointments. If the Vice-President
is prevented from performing the above-mentioned duty or
is a national of either Contracting Party, the necessary
appointments shall be made by the most senior judge who is
not a national of either Contracting Party.

- 25 -

5.
The arbitration board shall determine its own
procedural rules. The arbitration board shall decide thedispute in accordance with this Agreement and the rules andprinciples of international law applicable to the subject
matter. The arbitration board shall reach its decisions by
a majority of votes. Such decisions shall be final andbinding. Unless otherwise agreed, the decision shall berendered within six months following the appointment of the
President of the arbitration board in accordance withparagraphs 3 and 4.
6.
Each Contracting Party shall bear the cost of its
own arbitrator and its representation in the arbitralproceedings. The cost of the President of the arbitration
board in discharging his or her duties and the remaining
costs of the arbitration board shall be borne equally by
the Contracting Parties. The fees and expenses of thearbitrators may not exceed the limits established from time
to time in the ICSID and effective at the time of theestablishment of the arbitration board.
Article 25
Limitation of Claims
1.
With regard to disputes relating to financial
services, paragraphs 2 through 6 of Article 24 only applies
to disputes regarding matters that affect the operation,
management, maintenance, use, enjoyment and sale or otherdisposal of investments or the investments of investorsof a Contracting Party already established, acquired or
expanded in the Area of the other Contracting Party inaccordance with its laws and regulations.
2.
With regard to disputes relating to activities orservices that are part of a public retirement plan orsocial security system established by the laws andregulations of either Contracting Party, paragraphs 2
through 6 of Article 24 only applies to disputes regarding
matters that affect the operation, management, maintenance,
use, enjoyment and sale or other disposal of investments or
the investments of investors of a Contracting Party alreadyestablished, acquired or expanded in the Area of the other
Contracting Party in accordance with its laws andregulations.

- 26 -

CHAPTER IV
Settlement of Investment Disputes between
a Contracting Party and an Investor of
the other Contracting Party
Article 26
Consultations and Negotiations
1.
In the event of an investment dispute, the disputing
parties shall, as far as possible, settle the disputeamicably through consultations and negotiations which may
include the use of non-binding and third-party procedures.
The proceeding for consultations and negotiations shallbegin with a request in writing delivered to the competentauthority of the disputing Party set out in Article 41.
The request shall be accompanied by a brief summary of
the factual and legal basis of the investment disputesufficient to present the problem clearly. Such request
shall be delivered to the disputing Party before thesubmission of the “notice of intent” to the disputing Party
referred to in paragraph 3 of Article 27.
2.
Consultations and negotiations shall be carried out atleast during six months.
3.
As one of the non-binding and third-party proceduresreferred to in paragraph 1, the disputing parties may agree
to submit the investment dispute to conciliation procedure
under the ICSID Convention or under the ICSID Additional
Facility Rules.
Article 27
Submission of a Claim to Arbitration
1.
With regard to the submission of a claim toarbitration by a disputing investor, the disputing Party
may require, subject to its laws and regulations, that
local administrative remedies shall be exhausted inadvance. Procedure for such remedies shall in no caseexceed six months from the date of receipt of the written
notification from the disputing investor requesting thecommencement of the procedure by the disputing Party andshall not prevent the disputing investor from requesting
consultations and negotiations referred to in Article 26.
2.
In the event that an investment dispute cannot besettled through consultations and negotiations within the
period of time set out in paragraph 5:(a)the disputing investor, on its own behalf, may
submit to arbitration under this Chapter a claim:- 27 -

(b)(i)

that the disputing Party has breached an
obligation under Chapter II other thanparagraphs 2 and 4 of Article 7, Articles 8,
9 and 20; and(ii)

that the disputing investor has incurred
loss or damage by reason of, or arising outof, that breach; andthe disputing investor, on behalf of anenterprise of the disputing Party that is ajuridical person that the disputing investor owns
or controls directly or indirectly, may submit toarbitration under this Chapter a claim:(i)that the disputing Party has breached an
obligation under Chapter II other thanparagraphs 2 and 4 of Article 7, Articles 8,
9 and 20; and(ii)

that the enterprise has incurred loss ordamage by reason of, or arising out of, thatbreach,provided that the local administrative remedies have been
exhausted in accordance with paragraph 1, as may berequired by the disputing Party pursuant to that paragraph.
3.
The disputing investor who intends to submit theinvestment dispute to arbitration pursuant to paragraph 2
shall give to the disputing Party written notice of intent
to do so at least forty-five (45) days before thesubmission. The notice of intent shall specify:(a)the name and address of the disputing investor
and, in the case of subparagraph 2(b), the name,address and place of incorporation of theenterprise;(b)

the specific measures of the disputing Party at
issue and a brief summary of the factual andlegal basis of the investment dispute sufficient
to present the problem clearly, including theobligations under this Agreement alleged to havebeen breached;(c)arbitration set forth in paragraph 5 which thedisputing investor will choose; and(d)the relief sought and the approximate amount ofdamages claimed.

- 28 -

4.
In cases where the disputing investor is a nationalor an enterprise of a Contracting Party, that disputing
investor must deliver evidence establishing that it is anational or an enterprise of a Contracting Party with thenotice of intent referred to in paragraph 3.
5.
If the investment dispute cannot be settled withinseven months and fifteen days from the date on which thedisputing investor requested the disputing Party in writing
for consultations and negotiations referred to in Article
26, the disputing investor may submit a claim referred toin paragraph 2 to one of the following arbitrations:(a)arbitration under the ICSID Convention, provided
that both Contracting Parties are parties to the
ICSID Convention;(b)arbitration under the ICSID Additional Facility
Rules, provided that either Contracting Party,
but not both, is a party to the ICSID Convention;(c)arbitration under the UNCITRAL Arbitration Rules;
and

(d)

if agreed with the disputing Party, any
arbitration in accordance with other arbitration
rules, including under an ad hoc arbitration
institution.

6.
A claim shall be deemed submitted to arbitration under
this Chapter, when the disputing investor’s notice ofarbitration or request for arbitration (hereinaftercollectively referred to in this Chapter as “notice ofarbitration”):(a)referred to in paragraph (1) of Article 36 of the
ICSID Convention is received by the SecretaryGeneral;(b)referred to in Article 2 of Schedule C of the
ICSID Additional Facility Rules is received by
the Secretary-General;(c)referred to in Article 3 of the UNCITRAL
Arbitration Rules, together with the statement ofclaim referred to in Article 18 of the UNCITRAL
Arbitration Rules, is received by the disputing
Party; or(d)under any other arbitration institution or
arbitral rules chosen under subparagraph 5(d), is
received by the disputing Party, unless otherwise
specified by such institution or in such rules.

- 29 -

7.
The arbitration rules applicable under paragraph 5,
which are in effect on the date the claim is submitted toarbitration, shall govern the arbitration under this
Chapter except to the extent modified or supplemented bythis Chapter.
8.
The disputing investor shall provide with the noticeof arbitration:(a)the name of the arbitrator that the disputing
investor appoints; or(b)the disputing investor’s written consent for the
Secretary-General to appoint the disputing
investor’s arbitrator.
Article 28
Consent to Arbitration

1.
Each Contracting Party hereby consents to thesubmission of investment disputes by a disputing investor
to arbitration set forth in paragraph 5 of Article 27
chosen by the disputing investor, except for disputes withregard to paragraph 3 of Article 4.
2.
For investment disputes with regard to paragraph 3 ofArticle 4:(a)necessary consent for the submission to thearbitration will be given by the competentauthority of the disputing Party set out in
Article 41; and(b)in cases where the written agreement referred toin paragraph 3 of Article 4 stipulates a disputesettlement procedure, such procedure shallprevail over this Chapter.

3.
The consent given by paragraph 1 and the submission bya disputing investor of an investment dispute toarbitration shall satisfy the requirements of:(a)

Chapter II of the ICSID Convention or the ICSID
Additional Facility Rules, for written consent of
the parties to a dispute; and(b)

Article II of the New York Convention, for anagreement in writing.

- 30 -

Article 29
Conditions and Limitations
to the Consent and to the Claims
1.
An investor of a Contracting Party whose investments
were not established, acquired or expanded in accordancewith the laws and regulations of the other Contracting
Party which are not inconsistent with this Agreement shallnot resort to the dispute settlement under this Chapter tosettle an investment dispute with respect to suchinvestments.
2.
With regard to investment disputes with respect toinvestments or investment activities of a disputing
investor relating to financial services, this Chapter
only applies to claims regarding investments alreadyestablished, acquired or expanded in the Area of the
disputing Party in accordance with its laws andregulations, as well as the investment activities
associated with such investments.
3.
With regard to investment disputes with respect toinvestments or investment activities of a disputing
investor relating to activities or services that are partof a public retirement plan or social security systemestablished by the laws and regulations of the disputing
Party, this Chapter only applies to claims regarding
investments already established, acquired or expanded in
the Area of the disputing Party in accordance with its laws
and regulations, as well as the investment activities
associated with such investments.
4.
No investment dispute may be submitted to arbitration
set forth in paragraph 5 of Article 27, if more than three
years have elapsed since the date on which the disputing
investor acquired or should have first acquired, whicheveris the earlier, the knowledge of the breach alleged underparagraph 2 of Article 27 and knowledge that the disputing
investor, in the case of subparagraph 2(a) of Article 27,
or the enterprise, in the case of subparagraph 2(b) of
Article 27, had incurred loss or damage.
5.
No claim may be submitted to arbitration under this
Chapter unless:(a)the disputing investor consents in writing toarbitration in accordance with the procedures
set out in this Chapter; and- 31 -

(b)the notice of arbitration is accompanied:(i)for claims submitted to arbitration
under subparagraph 2(a) of Article 27, bydisputing investor’s written waiver; or(ii)

for claims submitted to arbitration undersubparagraph 2(b) of Article 27, by thedisputing investor’s and the enterprise’s
written waiver;of any right to initiate before any
administrative tribunal or court under the lawof either Contracting Party or other disputesettlement procedures, any proceedings withrespect to any measure of the disputing Party
alleged to constitute a breach referred to inparagraph 2 of Article 27.
6.
Notwithstanding subparagraph 5(b), the disputing
investor, for claims submitted under subparagraph 2(a) of
Article 27, and the disputing investor or the enterprise,for claims submitted under subparagraph 2(b) of Article 27,
may initiate or continue an action that seeks interim
injunctive relief that does not involve the payment ofmonetary damages before a judicial or administrative
tribunal of the disputing Party.
7.
The consent and waiver required by this Article shallbe delivered to the disputing Party.
8.
Where the disputing Party has deprived the disputing
investor of the control of an enterprise, a waiver fromthe enterprise under subparagraph 5(b)(ii) shall not be
required.
9.
Once the disputing investor has submitted aninvestment dispute to administrative tribunal or courtof the disputing Party or to any of the arbitration
under paragraph 5 of Article 27, that election shallbe definitive and the disputing investor may not submit
thereafter the same dispute to the other arbitrations set
forth in paragraph 5 of Article 27.

- 32 -

10. Neither Contracting Party shall give diplomatic
protection, or bring an international claim, in respectof an investment dispute which the other Contracting
Party and an investor of the former Contracting Party
have consented to submit or submitted to arbitration
set forth in paragraph 5 of Article 27, unless that other
Contracting Party has failed to abide by and comply withthe award rendered in such investment dispute. Diplomatic
protection, for the purposes of this paragraph, shall notinclude informal diplomatic exchanges for the sole purposeof facilitating a settlement of the investment dispute.
Article 30
Establishment of a Tribunal
1.
Unless the disputing parties agree otherwise, aTribunal shall comprise three arbitrators, one arbitrator
appointed by each of the disputing parties and the third,
who shall be the presiding arbitrator, appointed byagreement of the disputing parties.
2.
If the disputing investor or the disputing Party fails
to appoint an arbitrator or arbitrators within seventy-five(75) days from the date on which the investment dispute wassubmitted to arbitration under this Chapter, the SecretaryGeneral may be requested by either of the disputing
parties to appoint the arbitrator or arbitrators not yet
appointed from the ICSID Panel of Arbitrators subject tothe requirements of this Article. The Secretary-General
should make such appointment in its discretion and, tothe extent practicable, after having heard the disputing
parties.
3.
Unless the disputing parties agree otherwise, thepresiding arbitrator shall not be a national of either
Contracting Party, nor have his or her usual place ofresidence in the territory of either Contracting Party,
nor be affiliated with either of the disputing parties,
nor have dealt with the investment dispute in any capacity.
4.
In appointing the arbitrators, the disputing parties
consider that arbitrators of a Tribunal should haveexpertise and competence in the fields of international
public law, the law on foreign investment or the subjectmatters of the investment dispute arisen between thedisputing parties.

- 33 -

5.
For the purposes of paragraph 2, each of the disputing
parties may indicate up to three nationalities, theappointment of arbitrators of which is unacceptable to it.
In this event, the Secretary-General may be requested not
to appoint as arbitrator any person whose nationality is
indicated by either of the disputing parties.
6.
The disputing parties may agree on the fees to be paid
to the arbitrators. If the disputing parties do not reachan agreement on the fees to be paid to the arbitrators
before the establishment of the Tribunal, the fees andexpenses established from time to time in the ICSID andeffective at the time of the establishment of the Tribunal
shall apply.
Article 31
Governing Law
The Tribunal shall decide the issues in dispute inaccordance with this Agreement and applicable rules ofinternational law.
Note:

In accordance with international law and where
relevant and appropriate, a Tribunal may take
into consideration the law of the disputing Party.
However, a Tribunal does not have jurisdiction todetermine the legality of a measure, alleged toconstitute a breach of this Agreement, under thedomestic law of the disputing Party.
Article 32
Transparency in Arbitral Proceedings
for the other Contracting Party

The disputing Party shall provide the other
Contracting Party with:(a)written notice of the investment disputesubmitted to the arbitration no later than thirty(30) days after the date of the submission; and(b)copies of all pleadings filed in the arbitration
upon request of and at the expenses of the other
Contracting Party.
Article 33
Place of Arbitration

The arbitration shall be held in a country agreed by
the disputing parties. If the disputing parties fail toreach an agreement, the Tribunal shall determine the place
in a country that is a party to the New York Convention.

- 34 -

Article 34
Preliminary Questions
Before ruling on the merits, the Tribunal shalladdress and decide as a preliminary question any objection
to jurisdiction and admissibility by the disputing Party.
When deciding on any objection of the disputing Party,
the Tribunal may, if warranted, award to the prevailingdisputing party reasonable costs including attorney’s
fees incurred in submitting or opposing the objection.
In determining whether such an award is warranted, theTribunal shall consider whether the claim was frivolous
or whether the objection was frivolous, and shall provide
the disputing parties a reasonable opportunity to comment.
Article 35
Interim Measures of Protection
A Tribunal may order an interim measure ofprotection to preserve the rights of a disputing party
or to facilitate the conduct of arbitral proceedings,
including an order to preserve evidence in the possession
or control of a disputing party. The Tribunal may notorder attachment or enjoin the application of the measure
alleged to constitute a breach referred to in paragraph 2
of Article 27.
Article 36
Expert Reports
Without prejudice to the appointment of other kindsof experts where authorized by the applicable arbitration
rules, a Tribunal, at the request of a disputing partyor, unless the disputing parties disapprove, on its own
initiative, may appoint one or more experts to report to it
in writing on any factual issue concerning environmental,
health, safety and other scientific matters raised by adisputing party in a proceeding, subject to such terms andconditions as the disputing parties may agree.
Article 37
Consolidation of Multiple Claims
1.
Where two or more claims have been submitted
separately to arbitration under paragraph 2 of Article 27,
and the claims have a question of law or fact in common
and arise out of the same events or circumstances,
any disputing party may seek a consolidation order inaccordance with the terms set forth in paragraphs 2
through 10.

- 35 -

2.
A disputing party that seeks a consolidation orderunder this Article shall deliver, in writing, a request to
the Secretary-General to establish a Tribunal under this
Article, and shall specify in the request:(a)the names and addresses of all the disputing
parties sought to be covered by the order;(b)

the nature of the order sought; and(c)the grounds on which the order is sought.

3.
Unless the Secretary-General finds within sixty (60)days after receiving a request under paragraph 2 thatthe request is manifestly unfounded, a Tribunal shallbe established under this Article.
4.
Unless all the disputing parties sought to be coveredby the order otherwise agree, a Tribunal established under
this Article shall comprise three arbitrators:(a)one arbitrator appointed by agreement of the
disputing investors;(b)

one arbitrator appointed by the disputing Party;
and

(c)

the presiding arbitrator appointed by the
Secretary-General, provided, however, that thepresiding arbitrator shall not be a national ofeither Contracting Party, nor have his or her
usual place of residence in the territory ofeither Contracting Party, nor be affiliated witheither of the disputing parties, nor have dealt
with the investment dispute in any capacity.

5.
If, within the sixty (60) days after the SecretaryGeneral receives a request made under paragraph 2, thedisputing Party fails or the disputing investors fail toappoint an arbitrator in accordance with paragraph 4, theSecretary-General, on request of any disputing party sought
to be covered by the order, shall appoint the arbitrator
or arbitrators not yet appointed. If the disputing Party
fails to appoint an arbitrator, the Secretary-General shallappoint a national of the disputing Party, and if the
disputing investors fail to appoint an arbitrator, theSecretary-General shall appoint a national of theContracting Party other than the disputing Party.

- 36 -

6.
Where a Tribunal established under this Article issatisfied that two or more claims that have been submitted
to arbitration under paragraph 2 of Article 27 have aquestion of law or fact in common, and arise out of thesame events or circumstances, the Tribunal may, in theinterest of fair and efficient resolution of the claims,
and after hearing the disputing parties, by order:(a)assume jurisdiction over, and hear and determine
together, all or part of the claims;(b)

assume jurisdiction over, and hear and determine
one or more claims, the determination of which it
considers would assist in the resolution of theother claims; or(c)instruct one of the Tribunals previously
established under Article 30 to assume
jurisdiction over and to hear and determine
together, all or part of the claims, provided
that;
(i)

that Tribunal, at the request of any
disputing investor not previously adisputing party before that Tribunal, shallbe reconstituted with its original members
except for the arbitrator for the disputing
investors who shall be appointed pursuant to
subparagraph 4(a) and paragraph 5; and(ii)

that Tribunal shall decide whether any priorhearing shall be repeated.

7.
Where a Tribunal has been established under this
Article, a disputing investor that has submitted a claim toarbitration under paragraph 2 of Article 27 but that has
not been named in a request made under paragraph 2, may
make a written request to the Tribunal established under
this Article that it be included in any order made underparagraph 6 and shall specify in the request:(a)the name and address of the disputing investor;(b)

the nature of the order sought; and(c)the grounds on which the order is sought.

8.
A Tribunal established under this Article shallconduct its proceedings in accordance with the UNCITRAL
Arbitration Rules, except as modified by this Chapter.

- 37 -

9.
As regards the claims over which a Tribunal
established under this Article has assumed jurisdiction
pursuant to the order referred to in subparagraphs 6(a) and(b), Tribunals established under Article 30 shall not havejurisdiction. As regards the claims over which a Tribunal
established under Article 30 has assumed jurisdiction
pursuant to the order of the Tribunal established under
this Article under subparagraph 6(c), the other Tribunals
established under Article 30 shall not have jurisdiction.
10. On application of a disputing party, a Tribunal
established under this Article, pending its decision underparagraph 6, may order that the proceedings of a Tribunal
established under Article 30 be stayed, unless the latter
Tribunal has already suspended its proceedings.
Article 38
Draft Awards
In any investment dispute submitted to arbitration
under this Chapter, at the request of a disputing party, aTribunal shall, before rendering a decision or award,
submit to the disputing parties a proposed decision oraward. Within sixty (60) days after the date of submissionof the proposed decision or award, the disputing parties
may submit written comments to the Tribunal concerning any
aspect of the draft decision or award. The Tribunal shallconsider any such comments and render its decision or award
within one hundred and five (105) days of the date ofsubmission of the proposed decision or award.
Article 39
Awards1.

The award rendered by the Tribunal shall include:(a)a judgment whether or not there has been a breachby the disputing Party of any obligation under
this Agreement with respect to the disputing
investor and its investments; and(b)

one or both of the following remedies, only, if
there has been such breach:(i)monetary damages and applicable interest;
and

(ii)

restitution of property, in which case theaward shall provide that the disputing Party
may pay monetary damages and any applicableinterest, in lieu of restitution.

- 38 -

A Tribunal may also award costs including attorney’s feesin accordance with the applicable arbitration rules.
2.
Subject to paragraph 1, when a claim undersubparagraph 2(b) of Article 27 is submitted:

3.

(a)

an award of restitution of property shall providethat restitution be made to the enterprise; and(b)

an award of monetary damages and any applicableinterest shall provide that the sum be paid tothe enterprise.

A Tribunal may not award punitive damages.
Article 40
Finality and Enforcement of the Award1.
The award rendered in accordance with Article 39 shallbe final and binding upon the disputing parties in respectof the particular case. The disputing Party shall carryout as soon as possible the provisions of the award andprovide in its Area for the enforcement of the award inaccordance with its relevant laws and regulations.
2.
If the disputing Party fails to abide by or comply
with an award, upon a request of the Contracting Party
other than the disputing Party, an arbitration board inconformity with Article 24 may be established. The
requesting Party may seek in such proceedings:(a)a determination that the failure to abide by orcomply with the final award is inconsistent withthe obligations of this Agreement; and(b)a recommendation to the disputing Party to abide
by or comply with the award.

3.
A disputing party may seek enforcement of anarbitration award under the ICSID Convention or the New
York Convention regardless of whether the proceedings underparagraph 2 have been taken.
Article 41
Services of Documents
Consultations and negotiations referred to in Article
26 shall be requested and the notices and other documents
relating to arbitration under this Chapter shall be given
to the following competent authorities of the disputing
Party:- 39 -

(a)in case of Japan, Ministry of Foreign Affairs
or the entity in lieu of or replacing the
aforementioned; and(b)in case of the Republic of Colombia, Directorateof Investment and Services of the Ministry ofTrade, Industry and Tourism or the entity in lieu
of or replacing the aforementioned.
CHAPTER V
Final Provisions
Article 42
Headings

The headings of the Chapters and Articles of thisAgreement are inserted for convenience of reference onlyand shall not affect the interpretation of this Agreement.
Article 43
Application and Entry into Force
1.
The Governments of the Contracting Parties shallnotify each other, through diplomatic channels, of thecompletion of their respective internal procedures
necessary for the entry into force of this Agreement. This
Agreement shall enter into force on the thirtieth day after
the latter of the dates of receipt of the notifications.
It shall remain in force for a period of ten years after
its entry into force and shall continue in force unlessterminated as provided for in paragraph 3.
2.
This Agreement shall apply to all investments ofinvestors of either Contracting Party established,acquired, or expanded in the Area of the other Contracting
Party in accordance with the applicable laws andregulations of that other Contracting Party, regardlessof when such investments are established, acquired or
expanded.
3.
A Contracting Party may, by giving one year’s advancenotice in writing to the other Contracting Party, terminate
this Agreement at the end of the initial ten year period orat any time thereafter.
4.
In respect of investments established, acquired,or expanded prior to the date of termination of thisAgreement, the provisions of this Agreement shall continue
to be effective for a period of ten years from the saiddate.

- 40 -

5.
This Agreement shall not apply to claims arising outof events which occurred, or any situation that ceased toexist, or to claims which had been settled, prior to its
entry into force.
6.
The Annexes and Notes to this Agreement shall form an
integral part of this Agreement.
Article 44
Amendments
1.
The Contracting Parties may agree on any amendment tothis Agreement.
2.
Any amendment shall be approved by the Contracting
Parties in accordance with their respective internal
procedures and shall enter into force on such date as theContracting Parties may agree, and shall thereafter
constitute an integral part of this Agreement.
IN WITNESS WHEREOF, the undersigned, being duly
authorized by their respective Governments, have signed
this Agreement.
DONE in duplicate at Tokyo, on this twelfth day of
September in 2011, in the Japanese, Spanish and English
languages, all texts being equally authentic. In case ofany divergency, the English text shall prevail.

FOR JAPAN:
玄葉光一郎

FOR THE REPUBLIC OF COLOMBIA:
Díaz-Granados- 41 -

Annex I
Reservations for Measures referred toin paragraph 1 of Article 6
1.
The Schedule of a Contracting Party sets out, pursuant
to paragraph 1 of Article 6, the reservations taken by thatContracting Party with respect to existing measures that do
not conform with obligations imposed by:

2.

(a)

Article 2 (National Treatment);(b)

Article 3 (Most Favored Nation Treatment);(c)

Article 5 (Performance Requirements); or(d)Article 10 (Senior Management and Boards of
Directors).

Each reservation sets out the following elements:(a)“Sector” refers to the general sector in which
the reservation is taken;(b)“Sub-Sector” refers to the specific sector inwhich the reservation is taken;(c)“Industry Classification” refers, whereapplicable, and only for transparency purposes,to the activity covered by the reservationaccording to domestic or international industry
classification codes;(d)“Type of Reservation” specifies the obligations
referred to in paragraph 1 for which thereservation is taken;(e)“Measures” identifies the existing laws,
regulations or other measures for which thereservation is taken. A measure cited in the“Measures” element:

(f)

(i)

means the measure as amended, continued, or
renewed as of the date of entry into forceof this Agreement; and(ii)

includes any subordinate measure adopted or
maintained under the authority of andconsistent with the measure; and“Description” sets out, with regard to the
obligations referred to in paragraph 1, the nonconforming aspects of the existing measures forwhich the reservation is taken.

- 42 -

3.
In the interpretation of a reservation, all elementsof the reservation shall be considered. A reservation
shall be interpreted in the light of the relevant
provisions of this Agreement against which the reservation
is taken. The “Measures” element shall prevail over allother elements.
4.

For the purposes of this Annex,(a)the term “JSIC” means Japan Standard Industrial
Classification set out by the Ministry ofInternal Affairs and Communications, and revisedon November 6, 2007;(b)

the term “CPC” means the Provisional Central
Product Classification (Statistical paper Series
M, No. 77, Department of International Economic
and Social Affairs, Statistical Office of theUnited Nations, New York, 1991); and(c)the term “ISIC” means the International Standard
Industrial Classification of All Economic
Activities adopted, at its seventh session on
August 27, 1948 and revised on May 22, 1989, by
the Economic and Social Council of the United
Nations.

- 43 -

Section 1
Schedule of Japan1

Sector:Finance

Sub-Sector:

BankingIndustry
JSIC 622Classification:

Banks, except central
bank

JSIC 631

Financial institutions
for small-businesses

Type of
Reservation:

National Treatment (Article 2)

Measures:

Deposit Insurance Law(Law No. 34 of 1971), Article 2

Description:

The deposit insurance system only
covers financial institutions whichhave their head offices within thejurisdiction of Japan. The deposit
insurance system does not coverdeposits taken by branches of foreignbanks.

- 44 -

2

Sector:Heat Supply

Sub-Sector:
Industry
JSIC 3511
Classification:

Heat Supply

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in heat supply industry
in Japan.

- 45 -

3

Sector:Information and Communications

Sub-Sector:

Telecommunications

Industry
JSIC 3700
Classification:

Head offices primarily
engaged in managerial
operations

JSIC 3711

Regional
telecommunications,
except wire broadcast
telephones

JSIC 3731

Services incidental totelecommunications

Type of
Reservation:

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)

Measures:

Law Concerning Nippon Telegraph andTelephone Corporation (Law No. 85 of
1984), Articles 6 and 10

Description:

1.
Nippon Telegraph and Telephone
Corporation may not enter the nameand address in its register ofshareholders if the aggregate of theratio of the voting rights directly
and/or indirectly held by the persons
set forth in subparagraphs (a)through (c) reaches or exceeds one
third:(a)a natural person who does nothave Japanese nationality;(b)a foreign government or its
representative; and(c)a foreign legal person or aforeign entity.

2.
Any natural person who does nothave Japanese nationality may notassume the office of director or
auditor of Nippon Telegraph andTelephone Corporation, Nippon
Telegraph and Telephone East
Corporation and Nippon Telegraph andTelephone West Corporation.

- 46 -

4

Sector:Information and Communications

Sub-Sector:

Telecommunications and Internet Based
Services

Industry
JSIC 3711
Classification:

Regional
telecommunications,
except wire broadcast
telephones

JSIC 3712

Long-distancetelecommunications

JSIC 3719

Miscellaneous fixed
telecommunications

JSIC 3721

Mobiletelecommunications

JSIC 401

Internet based services

Note:

The activities covered by thereservation under JSIC 3711,
3712, 3719, 3721 or 401 arelimited to the activities
which are subject to theregistration obligation under
Article 9 of theTelecommunications Business
Law (Law No. 86 of 1984).

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in telecommunications
business and internet based services
in Japan.

- 47 -

5

Sector:Manufacturing

Sub-Sector:

Drugs and Medicines Manufacturing

Industry
JSIC 1653
Classification:

Biological preparations

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in biologicalpreparations manufacturing industry
in Japan. For greater certainty,“biological preparations
manufacturing industry” deals witheconomic activities in an
establishment which mainly produces
vaccine, serum, toxoid, antitoxin andsome preparations similar to theaforementioned products, or blood
products.

- 48 -

6

Sector:Manufacturing

Sub-Sector:

Leather and Leather Products
Manufacturing

Industry
JSIC 1189
Classification:

Textile apparel andaccessories, n.e.c.

JSIC 1694

Gelatine and adhesives

JSIC 192

Rubber and plastic
footwear and its
findings

JSIC 2011

Leather tanning andfinishing

JSIC 2021

Mechanical leather
products, except gloves
and mittens

JSIC 2031

Cut stock and findings
for boots and shoes

JSIC 2041

Leather footwear

JSIC 2051

Leather gloves andmittens

JSIC 2061

Baggage

JSIC 207

Handbags and smallleather cases

JSIC 2081

Fur skins

JSIC 2099

Miscellaneous leather
products

JSIC 3253

Sporting and athletic
goods

Note 1:

The activities covered by thereservation under JSIC 1189
or 3253 are limited to theactivities related to leather
and leather products
manufacturing.

- 49 -

Note 2:

The activities covered by thereservation under JSIC 1694
are limited to the activities
related to animal glue(nikawa) and gelatine
manufacturing.

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in leather and leather
products manufacturing industry inJapan.

- 50 -

7

Sector:Matters Related to the Nationality ofa ShipSub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)

Measures:

Ship Law (Law No. 46 of 1899),
Article 1

Description:

The Japanese nationality shall begiven to a ship whose owner is aJapanese national, or a company
established under Japanese law, of
which all the representatives and notless than two-thirds of theexecutives administering the affairs
are Japanese nationals.

- 51 -

8

Sector:MiningSub-Sector:
Industry
JSIC 05
Classification:

Mining and quarrying ofstone and gravel

Type of
Reservation:

National Treatment (Article 2)

Measures:

Mining Law (Law No. 289 of 1950),
Chapters 2 and 3

Description:

Only a Japanese national or aJapanese legal person may have mining
rights or mining lease rights.

- 52 -

9

Sector:Oil Industry

Sub-Sector:
Industry
JSIC 053
Classification:

Type of
Reservation:

Crude petroleum andnatural gas production

JSIC 1711

Petroleum refining

JSIC 1721

Lubricating oils andgreases (not made inpetroleum refineries)

JSIC 1741

Paving materials

JSIC 1799

Miscellaneous petroleum
and coal products

JSIC 4711

Ordinary warehousing

JSIC 4721

Refrigerated warehousing

JSIC 5331

Petroleum

JSIC 6051

Petrol stations(gasoline service
stations)

JSIC 6052

Fuel stores, except
gasoline service
stations

JSIC 9299

Miscellaneous businessservices, n.e.c.

Note 1:

The activities covered by thereservation under JSIC 1741,
1799, 4711, 4721 or 6052 arelimited to the activities
related to oil industry.

Note 2:

The activities covered by thereservation under JSIC 9299
are limited to the activities
related to liquefied
petroleum gas industry.

National Treatment (Article 2)- 53 -

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in oil industry in Japan.
All organic chemicals such as
ethylene, ethylene glycol andpolycarbonates are outside the scopeof the oil industry. Therefore, priornotification under the Foreign
Exchange and Foreign Trade Law is not
required for the investment in the
manufacture of these products.

- 54 -

10

Sector:Agriculture, Forestry and Fisheries,
and Related Services (except
Fisheries within the Territorial Sea,
Internal Waters, Exclusive Economic
Zone and Continental Shelf provided
for in the reservation No. 8 in the
Schedule of Japan in Annex II)

Sub-Sector:
Industry
JSIC 01
Classification:
JSIC 02

Agriculture
Forestry

JSIC 03

Fisheries, except
aquaculture

JSIC 04

Aquaculture

JSIC 6324

Agricultural
cooperatives

JSIC 6325

Fishery and fisheryprocessing cooperatives

JSIC 871

Agriculture, forestry
and fisheries
cooperative
associations, n.e.c.

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in agriculture, forestry
and fisheries, and related services(except fisheries within the
territorial sea, internal waters,
exclusive economic zone andcontinental shelf provided for in thereservation No. 8 in the Schedule ofJapan of Annex II) in Japan.

- 55 -

11

Sector:

Security Guard Services

Sub-Sector:
Industry
JSIC 9231
Classification:

Guard services

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign
Trade Law (Law No. 228 of 1949),
Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in security guard
services in Japan.

- 56 -

12

Sector:Transport

Sub-Sector:

Air Transport

Industry
JSIC 4600
Classification:
JSIC 4611
Type of
Reservation:

Head offices primarily
engaged in managerial
operations
Air transport

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Senior Management and Boards of
Directors (Article 10)

Measures:

Foreign Exchange and Foreign
Trade Law (Law No. 228 of 1949),
Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3
Civil Aeronautics Law (Law No. 231 of
1952), Chapters 7 and 8

Description:

1.
The prior notification
requirement under the Foreign
Exchange and Foreign Trade Law
applies to foreign investors who
intend to make investments in airtransport business in Japan.
2.
Permission of the Minister ofLand, Infrastructure, Transport andTourism for conducting air transportbusiness as a Japanese air carrier is
not granted to the following natural
persons or entities applying for thepermission:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or a foreign
public entity or its equivalent;- 57 -

(c)a legal person or other entity
constituted under the laws of
any foreign country; and(d)a legal person represented by
the natural persons or entities
referred to in subparagraph (a),(b) or (c); a legal person ofwhich more than one-third of themembers of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph (a),(b) or (c); or a legal person ofwhich more than one-third of thevoting rights are held by thenatural persons or entities
referred to in subparagraph (a),(b) or (c).

In the event an air carrier falls
into a natural person or an entity
referred to in subparagraphs (a)through (d), the permission will lose
its effect. The conditions for thepermission also apply to companies,
such as holding companies, which havesubstantial control over the air
carriers.
3.
A Japanese air carrier or acompany having substantial control
over such air carrier, such as aholding company, may reject therequest from a natural person or anentity set forth in subparagraphs2(a) through (c), who owns equity
investments in such air carrier orcompany, to enter its name andaddress in the register ofshareholders, in the event such air
carrier or company falls into a legal
person referred to in subparagraph2(d) by accepting such request.
4.
Foreign air carriers are
required to obtain permission of the
Minister of Land, Infrastructure,
Transport and Tourism to conduct
international air transport business.

- 58 -

5.
Permission of the Minister ofLand, Infrastructure, Transport andTourism is required for the use offoreign aircraft for air transport ofpassengers or cargoes to and fromJapan for remuneration.
6.
A foreign aircraft may not be
used for a flight between points
within Japan.

- 59 -

13

Sector:Transport

Sub-Sector:

Air Transport

Industry
JSIC 4600
Classification:
JSIC 4621
Type of
Reservation:

Measures:

Head offices primarily
engaged in managerial
operations
Aircraft service,
except air transport

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)
Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3
Civil Aeronautics Law (Law No. 231 of
1952), Chapters 7 and 8

Description:

1.
The prior notification
requirement under the Foreign
Exchange and Foreign Trade Law
applies to foreign investors who
intend to make investments in aerial
work business in Japan.
2.
Permission of the Minister ofLand, Infrastructure, Transport andTourism for conducting aerial workbusiness is not granted to thefollowing natural persons or entities
applying for the permission:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or a foreign
public entity or its equivalent;(c)a legal person or other entity
constituted under the laws of
any foreign country; and- 60 -

(d)a legal person represented by
the natural persons or entities
referred to in subparagraph (a),(b) or (c); a legal person ofwhich more than one-third of themembers of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph (a),(b) or (c); or a legal person ofwhich more than one-third of thevoting rights are held by thenatural persons or entities
referred to in subparagraph (a),(b) or (c).

In the event a person conducting
aerial work business falls into anatural person or an entity referred
to in subparagraphs (a) through (d),the permission will lose its effect.
The conditions for the permission
also apply to companies, such as
holding companies, which havesubstantial control over the person
conducting aerial work business.
3.
A foreign aircraft may not be
used for a flight between points
within Japan.

- 61 -

14

Sector:Transport

Sub-Sector:

Air Transport (Registration of
Aircraft in the National Register)Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)

Measures:

Civil Aeronautics Law (Law No. 231 of
1952), Chapter 2

Description:

1.
An aircraft owned by any of thefollowing natural persons or entities
may not be registered in the national
register:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or a foreign
public entity or its equivalent;(c)a legal person or other entity
constituted under the laws of
any foreign country; and(d)a legal person represented by
the natural persons or entities
referred to in subparagraph (a),(b) or (c); a legal person ofwhich more than one-third of themembers of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph (a),(b) or (c); or a legal person ofwhich more than one-third of thevoting rights are held by thenatural persons or entities
referred to in subparagraph (a),(b) or (c).

2.
A foreign aircraft may not beregistered in the national register.

- 62 -

15

Sector:Transport

Sub-Sector:

Freight Forwarding Business(excluding freight forwarding
business using air transportation)

Industry
JSIC 4441
Classification:

Collect-and-deliver
freight transport

JSIC 4821

Deliver freighttransport, except
collect-and-deliver
freight transport

Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Senior Management and Boards of
Directors (Article 10)

Measures:

Freight Forwarding Business Law (Law
No. 82 of 1989), Chapters 2 through 4
Enforcement Regulation of Freight
Forwarding Business Law (Ministerial
Ordinance of the Ministry ofTransport No. 20 of 1990)

Description:

The following natural persons or
entities are required to beregistered with, or to obtain
permission or approval of, theMinister of Land, Infrastructure,
Transport and Tourism for conducting
freight forwarding business using
international shipping. Suchregistration shall be made, or suchpermission or approval shall be
granted, on the basis of reciprocity:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or a foreign
public entity or its equivalent;(c)a legal person or other entity
constituted under the laws of
any foreign country; and- 63 -

(d)a legal person represented by
the natural persons or entities
referred to in subparagraph (a),(b) or (c); a legal person ofwhich more than one-third of themembers of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph (a),(b) or (c); or a legal person ofwhich more than one-third of thevoting rights are held by thenatural persons or entities
referred to in subparagraph (a),(b) or (c).

- 64 -

16

Sector:Transport

Sub-Sector:

Freight Forwarding Business (onlyfreight forwarding business using airtransportation)

Industry
JSIC 4441
Classification:

Collect-and-deliver
freight transport

JSIC 4821

Deliver freighttransport, except
collect-and-deliver
freight transport

Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Senior Management and Boards of
Directors (Article 10)

Measures:

Freight Forwarding Business Law (Law
No. 82 of 1989), Chapters 2 through 4
Enforcement Regulation of Freight
Forwarding Business Law (Ministerial
Ordinance of the Ministry ofTransport No. 20 of 1990)

Description:

1.
The following natural persons or
entities may not conduct freight
forwarding business using airtransportation between points within
Japan:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or foreign
public entity or its equivalent;(c)a legal person or other entity
constituted under the laws of
any foreign country; and- 65 -

(d)a legal person represented by
the natural persons or entities
referred to in subparagraph (a),(b) or (c); a legal person ofwhich more than one-third of themembers of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph (a),(b) or (c); or a legal person ofwhich more than one-third of thevoting rights are held by thenatural persons or entities
referred to in subparagraph (a),(b) or (c).

2.
The natural persons or entities
referred to in subparagraphs 1(a)through (d) are required to beregistered with, or to obtain
permission or approval of, theMinister of Land, Infrastructure,
Transport and Tourism for conducting
freight forwarding business using
international air transportation.
Such registration shall be made, orsuch permission or approval shall be
granted, on the basis of reciprocity.

- 66 -

17

Sector:Transport

Sub-Sector:

Railway Transport

Industry
JSIC 421
Classification:
JSIC 4851

Railway transport
Railway facilities
services

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in railway transportindustry in Japan. The manufacture ofvehicles, parts and components forthe railway transport industry is notincluded in railway transportindustry. Therefore, priornotification under the Foreign
Exchange and Foreign Trade Law is not
required for the investments in the
manufacture of these products.

- 67 -

18

Sector:Transport

Sub-Sector:

Road Passenger Transport

Industry
JSIC 4311
Classification:

Common omnibus operators

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in omnibus industry inJapan. The manufacture of vehicles,
parts and components for omnibus
industry is not included in omnibus
industry. Therefore, priornotification under the Foreign
Exchange and Foreign Trade Law is not
required for the investments in the
manufacture of these products.

- 68 -

19

Sector:Transport

Sub-Sector:

Water Transport

Industry
JSIC 452
Classification:
JSIC 453

Coastwise transport
Inland water transport

JSIC 4542

Coastwise ship leasing

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in water transportindustry in Japan. For greatercertainty, “water transport industry”
refers to oceangoing/seagoingtransport, coastwise transport (i.e.
maritime transport between ports
within Japan), inland water transportand ship leasing industry. However,oceangoing/seagoing transportindustry and ship leasing industry
excluding coastwise ship leasing
industry are exempted from the priornotification requirement.

- 69 -

20

Sector:Transport

Sub-Sector:

Water Transport

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)

Measures:

Ship Law (Law No. 46 of 1899),
Article 3

Description:

Unless otherwise specified in laws
and regulations of Japan, orinternational agreements to which
Japan is a party, ships not flying
the Japanese flag are prohibited fromentering Japanese ports which are notopen to foreign commerce and fromcarrying cargoes or passengers
between Japanese ports.

- 70 -

21

Sector:

Water Supply and Waterworks

Sub-Sector:
Industry
JSIC 3611
Classification:

Water for end users,
except industrial users

Type of
Reservation:

National Treatment (Article 2)

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in water supply andwaterworks industry in Japan.

- 71 -

Section 2
Schedule of Colombia
1

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)
Senior Management and Board of
Directors (Article 10)

Measures:Código Sustantivo del Trabajo, Art.
74 and 75

Description:

Any employer that has more than 10
workers shall employ Colombians aspart of its ordinary workforce in a
proportion of no less than 90 per
cent of its ordinary workers and of
no less than 80 per cent of its
skilled, specialized or managerial
personnel or persons in a position oftrust.
At the employer’s request, these
proportions may be reduced when it
involves essential and strictly
technical workers and only for thetime necessary to train Colombian
workers.

- 72 -

2

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Measures:Decreto 2080 de 2000, Art. 26 and 27

Description:

Foreign investors may make portfolio
investments in securities in Colombia
only through a foreign capital
investment fund (fondo de inversiónde capital extranjero).

- 73 -

3

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)

Measures:

As set out in the Description
element, including Articles 3, 11 of
Ley 226 de 1995.

Description:

Colombia, when selling or disposingof its equity interests in, or theassets of, an existing state
enterprise or an existing
governmental entity, may prohibit or
impose limitations on the ownershipof such interests or assets, and on
the ability of owners of suchinterests or assets to control any
resulting enterprise, by investors ofJapan or of a non-Contracting Partyor their investments. With respect tosuch a sale or other disposition,
Colombia may adopt or maintain any
measure relating to the nationalityof senior management or members of
the board of directors.
Relevant existing legislation
concerning this non-conforming
measure includes Ley 226 de 1995. In
this respect, if Colombia decides tosell all or part of its interest in
an enterprise to a person other thana Colombian state enterprise or other
Colombian government entity, it shallfirst offer such interest
exclusively, and under the conditions
established in article 11 of Ley 226
de 1995, to:- 74 -

current, pensioned, and former
employees (other than former
employees terminated for just cause)of the enterprise and of otherenterprises owned or controlled by
the enterprise;associations of employees and former
employees of the enterprise;
employee unions;federations and confederations oftrade unions;employee funds (“fondos deempleados”);
pension and severance funds; andcooperative entities1
However, once such interest has beentransferred or sold, Colombia does
not reserve the right to control any
subsequent transfer or other disposalof such interest.
For purposes of this reservation:
any measure maintained or adopted
after the date of entry into force of
this Agreement that, at the time ofsale or other disposition, prohibits
or imposes limitations on theownership of equity interests orassets or imposes nationality
requirements described in thisreservation shall be deemed to be an
existing measure; and“state enterprise” means anenterprise owned or controlled
through ownership interests by
Colombia and includes an enterpriseestablished after the date of entry
into force of this Agreement solely
for the purposes of selling or
disposing of equity interests in, orthe assets of, an existing state
enterprise or governmental entity.

1

For greater certainty, Ley 454 de 1998 establishes the type ofcooperative entities existing in Colombia. There are “cooperativas
de ahorro y crédito”, “cooperativas financieras” and “cooperativas
multiactivas o integrales”.

- 75 -

4

Sector:Fishing and Services Related to
Fishing

Sub-Sector:

Other Business Services
Fishing, aquaculture and service
activities incidental to fishing

Industry
CPC 882Classification:
ISIC 0501
Type of
Reservation:

Measures:Services incidental tofishingFishingNational Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Decreto 2256 de 1991, Art. 27, 28 and67
Acuerdo 005 de 2003, Sección II andVII

Description:

A foreign flagged vessel may obtain apermit and engage in commercial
fishing and related activities inColombian territorial waters only inassociation with a Colombian
enterprise that owns a permit. In
this case, the costs of the permit
and fishing license are higher forforeign-flagged vessels than for
Colombian-flagged vessels.
If the flag of a foreign-flagged
vessel is that of a country that is aparty to another bilateral agreementwith Colombia, the terms of that
other bilateral agreement shalldetermine whether or not therequirement to associate with a
Colombian enterprise that owns apermit applies.

- 76 -

5

Sector:Private Security and Surveillance
Services

Sub-Sector:

Other Business Services

Industry
CPC 873Classification:

Investigation andsecurityType of
Reservation:

National Treatment (Article 2)

Measures:Decreto 356 de 1994, Art. 8, 12, 23
and 25

Description:

Partners or members of private
security and surveillance services
enterprises must be Colombian
nationals.
Enterprises established prior to
February 11, 1994 with foreign
members or foreign capital may notincrease the participation of foreign
members. Cooperatives organized
before that date may retain theirjuridical form.

- 77 -

6

Sector:

Journalism

Sub-Sector:

News agency services

Industry
CPC 6921
Classification:news agency services tonewspapers andperiodicals

Type of
Reservation:

Senior Management and Board of
Directors (Article 10)

Measures:Ley 29 de 1944, Art. 13

Description:

The director or general manager of anewspaper published in Colombia that
focuses on Colombian politics must bea Colombian national.

- 78 -

7

Sector:

Domiciliary Public Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Measures:Ley 142 de 1994, Artículos 1, 17, 18,
19 and 23
Código de comercio, Art. 471 and 472

Description:

An enterprise in which a locallyorganized community holds acontrolling interest shall be given apreference over enterprises withotherwise equivalent bids in the
granting of a concession or license
for the provision of domiciliary
public services to that community.
For the purposes of this reservation
entry, domiciliary public services
include the provision of water,
sewage, refuse disposal, electric
power, combustible gas distribution,and basic public-switched telephoneservices (PSTN) and any activities
supplemental thereto. Activities
supplemental to basic public-switched
telephone services means longdistance public telephone and fixedwireless local loop telephoneservices in rural areas, but does notinclude commercial mobile telephoneservices.

- 79 -

8

Sector:Cinematography

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)

Measures:Ley 814 de 2003, Art. 5, 14, 15, 18 y
19

Description:

The exhibition and distribution offoreign films is subject to the
Cinematographic Development Fee,
which is set at 8.5 per cent of themonthly net income derived from such
exhibition and distribution.
The fee applied to an exhibitor is
reduced to 2.25 percent, when aforeign movie is exhibited together
with a Colombian short film.
Until 2013, the fee applied to a
distributor is reduced to 5.5 percent
if, during the preceding year, thepercentage of Colombian full-lengthfilms it distributed to cinemas andother exhibitors equaled or exceeded
the target percentage set by thegovernment.

- 80 -

9

Sector:Radio Broadcasting Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Senior Management and Board of
Directors (Article 10)

Measures:Ley 80 de 1993, Art. 35
Decreto 1447 de 1995, Art. 7, 9 y 18

Description:

The directors of informative orjournalist programs must be a
Colombian national.

- 81 -

10

Sector:Free-to-air Television
Audio-Visual Production Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Performance Requirements (Article 5)

Measures:Ley 014 de 1991, Art. 37
Ley 680 de 2001, Art. 1 y 4
Ley 335 de 1996, Art. 13 y 24
Ley 182 de 1995, Art. 37 numeral 3,
Art. 47 y Art. 48
Acuerdo 002 de 1995, Art. 10
parágrafo
Acuerdo 023 de 1997, Art. 8 Parágrafo
Acuerdo 024 de 1997, Art. 6 y 9
Acuerdo 020 de 1997, Art. 3 y 4

Description:

Foreign equity in any enterprise
holding a free-to-air television
concession is limited to 40 percent.
National Television
Suppliers (operators and/or persons
granted the right to use programming
slots) of free-to-air national
television services must broadcast
nationally produced programming oneach channel as follows:(a)a minimum of 70 per cent between
19:00 hours and 22:30 hours,(b)a minimum of 50 per cent between
22:30 hours and 24:00 hours,(c)a minimum of 50 per cent between
10:00 hours and 19:00 hours,(d)a minimum of 60 per cent for
Saturdays, Sundays, and holidays
between 19:00 hours and 22:30
hours- 82 -

Regional and Local Television
Regional television may be supplied
only by state-owned entities.
Suppliers of regional and local freeto-air television services must
broadcast a minimum of 50 percent
nationally produced programming oneach channel.

- 83 -

11

Sector:Subscription Television
Audio-visual Production Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)

Measures:Ley 680 de 2001, Art. 4 y 11
Ley 182 de 1995, Art. 42
Acuerdo 014 de 1997, Art.14, 16 y 30
Ley 335 de 1996, Art. 8
Acuerdo 032 de 1998, Art. 7 y 9

Description:

Enterprises that supply subscription
television services must makeavailable to subscribers, at no
additional cost, those free-to-air
Colombian national, regional, andmunicipal television channels
available in the authorized area ofcoverage. The transmission ofregional and municipal channels will
be subject to the technical capacityof the subscription television
operator.
Suppliers of satellite subscription
television only have the obligationof including in their basic
programming the transmission of the
public interest channels of theColombian State. When rebroadcasting
free-to-air programming subject to adomestic content quota, a
subscription television provider may
not modify the content of theoriginal signal.

- 84 -

Subscription television not including
satellite
The concessionaire of subscription
television that transmits commercials
different from those of origin mustcomply with the minimum percentagesof nationally produced programming
required of suppliers of free-to-air
national television services as
described in the entry on free-to-air
television and audio-visual
production services of the scheduleof Colombia of this Annex. Colombia
interprets Article 16 of Acuerdo 014
de 1997 as not requiring subscription
television suppliers to comply withminimum percentages of nationallyproduced programming when commercials
are inserted into programming outside
the territory of Colombia. Colombia
will continue to apply thisinterpretation, subject to Article
6.1 (d).
Suppliers of cable television
services must produce and broadcast
in Colombia a minimum of one hour ofprogramming each day between 18:00
hours and 24:00 hours.

- 85 -

12

Sector:Waste-Related Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Measures:Decreto 2080 de 2000, Art. 6

Description:

Foreign investment is not permitted
in activities related to theprocessing, disposition, and disposalof toxic, hazardous or radioactive
waste not produced in Colombia.

- 86 -

13

Sector:Transport services

Sub-Sector:

Maritime Transportation
Fluvial Transportation

Industry
CPC 72
Classification:
Type of
Reservation:

Measures:

Water transport services

Performance Requirements (Article 5)
Senior Management and Board of
Directors (Article 10)
Decreto 804 de 2001, Art. 2 and 4
numeral 4
Código de Comercio, Art. 1455
Decreto Ley 2324 de 1984, Art. 99,
101 and 124
Ley 658 de 2001, Art. 11
Decreto 1597 de 1998, Art. 23

Description:

In Colombian flag vessels andforeign-flagged vessels (except thoserelating to fishing) that operate in
Colombian jurisdictional waters for aperiod of time longer than six
months, continuous or discontinuous,from the date of the issuing of therespective permit, the captain,
officials and at least 80 per cent of
the rest of the crew must be
Colombians.

- 87 -

14

Sector:Transport

Sub-Sector:

Specialty Air Services

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Performance Requirements (Article 5)

Measures:Código de Comercio, Artículos 1795 y
1864

Description:

Only Colombian nationals or juridical
persons organized under Colombian law
may own and maintain real andeffective control of an airplane
registered to supply specialty airservices in Colombia.
All specialty air services companies
established in Colombia as an agency
or branch shall employ Colombian
workers in a proportion of no lessthan 90 per cent for its operation in
Colombia. This percentage shall not
apply to foreign workers fromcountries that accord reciprocity to
Colombian workers. The aeronautic
authority may allow, under justified
reasons and for the necessary time,
the no application of the workforce
limitation mentioned.

- 88 -

15

Sector:Finance

Sub-Sector:

Financial Services. Banking and otherfinancial services (excluding
insurance)

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Measures:Decreto 2419 de 1999, Art. 1 (enconcordancia con la Ley 270 de 1996,
Art. 203
Decreto 1065 de 1999, Art. 16).

Description:

2

The sums of money subject to court orpolice order, including cauciones2,
and funds consigned under leases must
be deposited in the Banco Agrario de
Colombia. S.A., which may derive acompetitive advantage with respect toits overall operations from all orsome portion of that exclusive right.

A caución, under Colombian law, is a deposit of money made undercourt order – for example, by a civil defendant in return for the
court lifting an injunction won by the plaintiff against certain
assets of the defendant.

- 89 -

16

Sector:Finance

Sub-Sector:

Financial Services. Banking and otherfinancial services (excluding
insurance)

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Measures:

Estatuto Orgánico del Sistema
Financiero

Description:

Colombia may grant advantages or
exclusive rights to the following
financial entities:- Fondo para el Financiamiento delSector Agropecuario (FINAGRO);- Banco Agrario de Colombia;- Fondo Nacional de Garantías;- Financiera Eléctrica Nacional(FEN);- Financiera de Desarrollo
Territorial (FINDETER);- Fiduciaria La Previsora;- Instituto Colombiano de Crédito
Educativo y Estudios Técnicos en elExterior (ICETEX);- Banco de Comercio Exterior(BANCOLDEX);- Fondo Financiero de Proyectos deDesarrollo (FONADE).
The advantages or exclusive rights
may include, but are not limited to,the following:3- exemption from certain taxation;- exemption from registration andperiodic reporting requirements forthe issuance of securities; and- purchase by the government ofColombia, through any public entityof Colombia, of obligations issued
by the entities listed above.

3

For greater certainty, and notwithstanding the location of this nonconforming measure within Annex I, the Parties understand that theadvantages or exclusive rights that a Party may grant to thespecified entities are not limited only to the cited examples.

- 90 -

Annex II
Reservations for Measures referred toin paragraph 2 of Article 6
1.
The Schedule of a Contracting Party sets out, pursuant
to paragraph 2 of Article 6, the reservations taken by thatContracting Party with respect to specific sectors, subsectors or activities for which it may maintain existing,or adopt new or more restrictive, measures that do notconform with obligations imposed by:

2.

(a)

Article 2 (National Treatment);(b)

Article 3 (Most Favored Nation Treatment);(c)

Article 5 (Performance Requirements); or(d)Article 10 (Senior Management and Boards of
Directors).

Each reservation sets out the following elements:(a)“Sector” refers to the general sector in which
the reservation is taken;(b)“Sub-Sector” refers to the specific sector inwhich the reservation is taken;(c)“Industry Classification” refers, whereapplicable, and only for transparency purposes,to the activity covered by the reservationaccording to domestic or international industry
classification codes;(d)“Type of Reservation” specifies the obligations
referred to in paragraph 1 for which thereservation is taken;(e)“Description” sets out the scope of the sector,
sub-sector or activities covered by thereservation; and(f)“Existing Measures” identifies, for transparency
purposes, existing measures that apply to thesector, sub-sector or activities covered by thereservation.

3.
In the interpretation of a reservation, all elementsof the reservation shall be considered. The “Description”
element shall prevail over all other elements.

- 91 -

4.
For the purposes of this Annex, the term “JSIC” means
Japan Standard Industrial Classification set out by the
Ministry of Internal Affairs and Communications, andrevised on November 6, 2007.

- 92 -

Section 1
Schedule of Japan1

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Description:

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)
When transferring or disposing of its
equity interests in, or the assets
of, a state enterprise or agovernmental entity, Japan reserves
the right to:(a)prohibit or impose limitations
on the ownership of suchinterests or assets by investorsof the Republic of Colombia or
their investments;(b)

impose limitations on theability of investors of the
Republic of Colombia or theirinvestments as owners of suchinterests or assets to control
any resulting enterprise; or(c)adopt or maintain any measure
relating to the nationality of
executives, managers or membersof the board of directors of any
resulting enterprise.

Existing
Measures:- 93 -

2

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Description:

National Treatment (Article 2)
Senior Management and Boards of
Directors (Article 10)
In the event where the supply oftelegraph services, postal services
and betting and gambling services,manufacture of tobacco products,
manufacture of Bank of Japan notes,
minting and sale of coinage in Japan,
which are restricted to designatedenterprises or governmental entities,
are liberalized to those other thanthe designated enterprises orgovernmental entities, or in theevent where such designatedenterprises or governmental entities
no longer operate on a non-commercial
basis, Japan reserves the right toadopt or maintain any measure
relating to those activities.

Existing
Measures:- 94 -

3

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Most Favored Nation Treatment(Article 3)

Description:

1.
Japan reserves the right toadopt or maintain any measure that
accords differential treatment tocountries under any bilateral or
multilateral agreement in force on,or signed prior to, the date of entry
into force of this Agreement.
2.
Japan reserves the right toadopt or maintain any measure that
accords differential treatment tocountries under any bilateral or
multilateral agreement, other than
the agreement referred to inparagraph 1, involving:(a)aviation;(b)fisheries; or(c)maritime matters including
salvage.

Existing
Measures:- 95 -

4

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Description:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
National Treatment and Most Favored
Nation Treatment may not be accorded
to investors of the Republic ofColombia and their investments withrespect to subsidies.

Existing
Measures:- 96 -

5

Sector:Aerospace Industry

Sub-Sector:

Aircraft Industry
Space Industry

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Performance Requirements (Article 5)
Senior Management and Boards of
Directors (Article 10)

Description:

Japan reserves the right to adopt ormaintain any measure relating toinvestment in aircraft industry andspace industry.

Existing
Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Articles
27 and 30
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Articles 3 and 5- 97 -

6

Sector:Arms and Explosives Industry

Sub-Sector:

Arms Industry
Explosives Manufacturing Industry

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Performance Requirements (Article 5)
Senior Management and Boards of
Directors (Article 10)

Description:

Japan reserves the right to adopt ormaintain any measure relating toinvestment in arms industry andexplosives manufacturing industry.

Existing
Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Articles
27 and 30
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Articles 3 and 5- 98 -

7

Sector:EnergySub-Sector:

Electricity Utility Industry
Gas Utility Industry
Nuclear Energy Industry

Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Performance Requirements (Article 5)
Senior Management and Boards of
Directors (Article 10)

Description:

Japan reserves the right to adopt ormaintain any measure relating toinvestment in the energy industry
listed in the “Sub-Sector” element.

Existing
Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Articles
27 and 30
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Articles 3 and 5- 99 -

8

Sector:Fisheries

Sub-Sector:

Fisheries within the Territorial Sea,
Internal Waters, Exclusive Economic
Zone and Continental Shelf

Industry
JSIC 031
Classification:
JSIC 032

Type of
Reservation:

Marine fisheriesInland water fisheries

JSIC 041

Marine aquaculture

JSIC 042

Inland water aquaculture

JSIC 8093

Recreational fishingguide business

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Performance Requirements (Article 5)
Senior Management and Boards of
Directors (Article 10)

Description:

Japan reserves the right to adopt ormaintain any measure relating toinvestment in fisheries in the
territorial sea, internal waters,
exclusive economic zone andcontinental shelf of Japan.
For the purposes of this reservation,
the term “fisheries” means the workof taking and cultivation of aquatic
resources, including the following
fisheries related activities:(a)investigation of aquatic
resources without taking such
resources;(b)luring of aquatic resources;(c)preservation and processing offish catches;(d)transportation of fish catches
and fish products; and- 100 -

(e)Existing
Measures:provision of supplies to othervessels used for fisheries.

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3
Law for Regulation of Fishing
Operation by Foreign Nationals (Law
No. 60 of 1967), Articles 3, 4 and 6
Law concerning the Exercise ofSovereign Rights concerning Fisheries
in the Exclusive Economic Zones (Law
No. 76 of 1996), Articles 4, 5, 7, 8,
9, 10, 11, 12 and 14- 101 -

9

Sector:Information and Communications

Sub-Sector:

Broadcasting Industry

Industry
JSIC 380
Classification:

Type of
Reservation:

Establishments engaged
in administrative or
ancillary economic
activities

JSIC 381

Public broadcasting,
except cablecasting

JSIC 382

Private-sector
broadcasting, except
cablecasting

JSIC 383

Cablecasting

National Treatment (Article 2)
Performance Requirements (Article 5)
Senior Management and Boards of
Directors (Article 10)

Description:

Japan reserves the right to adopt ormaintain any measure relating toinvestment in broadcasting industry.

Existing
Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3
Radio Law (Law No. 131 of 1950),
Article 5
Broadcast Law (Law No. 132 of 1950),
Articles 93, 116, 125, 159 and 161- 102 -

10

Sector:Land Transaction

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment(Article 2)
Most Favored Nation Treatment(Article 3)

Description:

With respect to the acquisition orlease of land properties in Japan,
prohibitions or restrictions may be
imposed by Cabinet Order on foreign
nationals or legal persons, where
Japanese nationals or legal persons
are placed under identical or similar
prohibitions or restrictions in theforeign country.

Existing
Measures:

Alien Land Law (Law No. 42 of 1925),
Article 1- 103 -

11

Sector:Public Law Enforcement andCorrectional Services and Social
Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Performance Requirements (Article 5)
Senior Management and Boards of
Directors (Article 10)

Description:

Japan reserves the right to adopt ormaintain any measure relating toinvestments in public law enforcement
and correctional services, and insocial services such as income
security or insurance, social
security or insurance, social
welfare, primary and secondary
education, public training, healthand child care.

Existing
Measures:- 104 -

Section 2
Schedule of Colombia
1

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Description:

Colombia reserves the right to adopt
or maintain any measure related toownership of real property byforeigners in border regions,
national coasts, or insular territoryof Colombia.
For purposes of this reservation:(a)border region means a zone of
two kilometres in width,
parallel to the national border
line;

(b)

national coast means a zone of
two kilometres in width,
parallel to the line of thehighest tide; and(c)insular territory means islands,
islets, keys, headlands, andshoals that are part of theterritory of Colombia.

Existing
Measures:- 105 -

2

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Most Favored Nation Treatment(Article 3)

Description:

Colombia reserves the right to adopt
or maintain any measure that accords
differential treatment to countries
under any bilateral or multilateralinternational agreement in force orsigned prior to the date of entry
into force of this Agreement.
Colombia reserves the right to adopt
or maintain any measure that accords
differential treatment to countries
under any bilateral or multilateralinternational agreement in force orsigned after the date of entry into
force of this Agreement involving:(a)aviation;(b)fisheries; and(c)maritime matters, including
salvage.

Existing
Measures:- 106 -

3

Sector:Social Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Performance Requirements (Article 5)
Senior Management and Board of
Directors (Article 10)

Description:

Colombia reserves the right to adopt
or maintain any measure with respect
to the provision of law enforcement
and correctional services, and thefollowing services to the extent they
are social services established or
maintained for a public purpose:social re-adaptation, income security
or insurance, social security, social
welfare, public training andeducation, health, and child care.
For greater certainty, the social
security system (Sistema de Seguridad
Social Integral) of Colombia iscurrently comprised of the following
mandatory systems: pensions (Sistema
General de Pensiones), healthinsurance (Sistema General de
Seguridad Social en Salud), workers
compensation (Sistema General deRiesgos Profesionales), and severancepay (Régimen de Cesantía y Auxilio deCesantía).

Existing
Measures:- 107 -

4

Sector:Issues Related to Minorities andEthnic Groups

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
Performance Requirements (Article 5)
Senior Management and Board of
Directors (Article 10)

Description:

Colombia reserves the right to adopt
or maintain any measure according
rights or preferences to socially or
economically disadvantaged minorities
and ethnic groups, including withrespect to the communal lands held by
ethnic groups in accordance with Art.
63 of the Constitución Política deColombia. The ethnic groups in
Colombia are: indigenous and Rom(gypsy) people, Afro-Colombiancommunities and the Raizal communityof the Archipelago of San Andres,
Providencia, and Santa Catalina.

Existing
Measures:- 108 -

5

Sector:Cultural Industries and Activities

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Description:

National Treatment (Article 2)
Most Favored Nation Treatment(Article 3)
For the purposes of this reservation,
the term “cultural industries andactivities” means:(a)publication, distribution, or
sale of books, magazines,
periodical publications, or
printed or electronic
newspapers, excluding theprinting and typesetting of anyof the foregoing;(b)

production, distribution, sale,or display of recordings ofmovies or videos;(c)production, distribution, sale,or display of music recordings
in audio or video format;(d)production and presentation of
performing arts;(e)

production and exhibition ofvisual arts;(f)

production, distribution, or
sale of printed music scores orscores readable by machines;(g)design, production,
distribution, and sale ofhandicrafts; or(h)radiobroadcasts aimed at the
public in general, as well as
all radio, television, and cable
television-related activities;
satellite programming services;and broadcasting networks.

- 109 -

(i)design and creation ofadvertising contents

Colombia reserves the right to adopt
or maintain any measure according
preferential treatment to persons of
any other country pursuant to any
agreement between Colombia and suchother country containing specificcommitments regarding cultural
cooperation or co-production in
cultural industries and activities.
For greater certainty, articles 2 and
3 do not apply to “government
support”1 for the promotion ofcultural industries and activities.
Colombia may adopt or maintain any
measure that accords a person ofanother Party treatment equivalent tothat accorded by that other Party to
Colombian persons in the audiovisual,
publishing, or music sector.
Existing
Measures:1

For purposes of this entry, “government support” means tax
incentives, incentives for the reduction of mandatory contributions,
government grants, government-supported loans, and guaranties,
trusts, or insurance provided by a government, irrespective ofwhether a private entity is wholly or partially responsible formanagement of the government support.

- 110 -

6

Sector:Jewelry Design
Performing ArtsMusic
Visual Arts
Audiovisuals
Publishing

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)

Description:

Colombia reserves the right to adopt
or maintain any measure conditioning
the receipt or continued receipt ofgovernment support2 for thedevelopment and production of jewelry
design, performing arts, music,
visual arts, and publishing on theachievement by the recipient of agiven level or percentage of domestic
creative content.
For greater certainty, thisreservation does not apply toadvertising and performancerequirements shall in all cases be
consistent with the Agreement on
Trade-Related Investment Measures inAnnex 1A to the WTO Agreement.

Existing
Measures:2

As defined in the footnote to the previous entry.

- 111 -

7

Sector:Handicraft Industries

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)

Description:

Colombia reserves the right to adopt
or maintain any measure relating to
the design, distribution, retailing,or exhibition of handicrafts that are
identified as handicrafts ofColombia.
For greater certainty, performancerequirements shall in all cases be
consistent with the Agreement on
Trade-Related Investment Measures inAnnex 1A to the WTO Agreement.

Existing
Measures:- 112 -

8

Sector:Information and Communications

Sub-Sector:

Audiovisual Services
Advertising

Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)

Description:

Cinematographic Works(a) Colombia reserves the right toadopt or maintain any measurerequiring that a specified
percentage (not to exceed 15 percent) of the totalcinematographic works shown on
an annual basis in cinemas or
exhibition rooms in Colombia
consist of Colombian
cinematographic works. In
establishing such a percentage,
Colombia shall take into accountnational cinematographic
production conditions, theexisting exhibition
infrastructure in the country,
and attendance averages.

- 113 -

Cinematographic Works over Free-toAir Television(b) Colombia reserves the right toadopt or maintain any measurerequiring that a specified
percentage (not to exceed 10 percent) of the totalcinematographic works shown on
an annual basis on free-to-air
television channels consist ofColombian cinematographic works.
In establishing such apercentage, Colombia shall take
into account the availability ofnational cinematographic works
for free-to-air television. Suchworks will count towards thedomestic content requirements
applied to the channel as
described in the entry on freeto-air television and audiovisual production services ofthe schedule of Colombia in
Annex I.
Community Television3(c) Colombia reserves the right toadopt or maintain any measurerequiring that a specified
portion of weekly programmingfor community television (not toexceed 56 hours per week)consist of national programming
produced by the community
television operator.

3

As defined in Acuerdo 006 de 1999.

- 114 -

Multichannel Free-to-Air Commercial
Television(d) Colombia reserves the right toimpose the minimum programming
requirements appearing in theentry on free-to-air television
and audio-visual production
services of the schedule ofColombia in Annex I on
multichannel free-to-air
commercial television, exceptthat such requirements may not
be imposed on more than two
channels or 25 per cent of thetotal number of channels(whichever is greater) madeavailable by an individual
service provider.
Advertising(e) Colombia reserves the right toadopt or maintain any measurerequiring that a specificpercentage (not to exceed 20 percent) of total advertisingorders placed annually withmedia services companies
established in Colombia, otherthan newspapers, daily
newspapers, and subscription
services with headquarters
outside Colombia, be produced
and created in Colombia. Anysuch measure shall not apply to:(i) the advertisement in cinemas
and exhibition rooms of upcoming
movies; and, (ii) any media
where the programming or content
originates outside Colombia orto the rebroadcast or
retransmission of suchprogramming within Colombia.
Existing
Measures:- 115 -

9

Sector:Traditional Expressions

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 2)

Description:

Colombia reserves the right to adopt
or maintain any measure according
rights or preferences to local
communities with respect to the
support and development ofexpressions relating to intangible
cultural heritage declared pursuant
to Resolución No. 0168 de 2005.
This intangible cultural heritage
includes but is not limited to:(a)Languages and oral expressions;(b)Musical, dancing and soundexpressions;(c)

Ritual, scenic and ceremonial
expressions, festive acts andtraditional plays;(d)Knowledge, capabilities andtechniques relating to theelaboration of objects, designs
and corporal painting;(e)Social applications, knowledge
and practices of the humanbeing, nature and the universe;(f)Knowledge and practice relating
to traditional juridical
systems; and(g)Knowledge, practice andtechniques relating togastronomy.

Existing
Measures:- 116 -

10

Sector:Interactive Audio and Video Services

Sub-Sector:
Industry
Classification:
Type of
Reservation:

Performance Requirements (Article 5)

Description:

1.
Subject to paragraphs 2 and 3,
Colombia reserves the right to adopt
or maintain measures to ensure that,upon a finding by the Government ofColombia that Colombian audiovisualcontent is not readily available to
Colombian consumers, access to
Colombian audiovisual programming
through interactive audio and/or
video services is not unreasonably
denied to Colombian consumers.
2.
Colombia shall publish inadvance any measure that it proposes
to adopt addressing the unreasonabledenial of access to Colombian
consumers of Colombian audiovisualcontent through interactive audio
and/or video services and shallprovide interested persons areasonable opportunity to comment on
the proposed measure. At least 90
days before any proposed measure isadopted, Colombia shall notify theother Parties of the proposed
measure. The notification shallprovide information with respect tothe proposed measure, including
information that forms the basis for
the Government of Colombia’s findingthat Colombian audiovisual content is
not readily available to Colombian
consumers and a description of the
proposed measure. Such measures must
be consistent with Colombia’s
obligations under the GATS.

- 117 -

3.
Japan may request consultations
with Colombia regarding the proposed
measure. Colombia shall begin
consultations with Japan within 30
days of the receipt of the request.
Colombia may exercise its right underparagraph 1 only if, as a result of
these consultations: (i) Japan agrees
that Colombian audiovisual content is
not readily available to Colombian
consumers and that the proposed
measure is based on objective
criteria and has the least traderestrictive impact possible; (ii)
Colombia agrees that the measure
would be applied only to a service
supplied in Colombia by a company
established in Colombia; and (iii)
Japan and Colombia agree on tradeliberalizing compensation in theinteractive audio and/or video
services sector.
Existing
Measures:- 118 -

11

Sector:Finance

Sub-Sector:

Financial Services

Industry
Classification:
Type of
Reservation:

Most Favored Nation Treatment(Article 3)

Description:

Colombia reserves the right to adopt
or maintain any measure that accords
treatment inconsistent with mostfavored-nation treatment under any
bilateral or multilateralinternational agreement in effect orsigned before the date of entry into
force of this Agreement.
In accordance with the priorparagraph, Colombia reserves theright to adopt or maintain any
measure that accords treatmentinconsistent with most-favored-nation
treatment, for the purpose ofcomplying with the Cartagena
Agreement and judicial decisions of
the Andean Community.

Existing
Measures:- 119 -

Annex III
referred to in Article 11
1.
The Contracting Parties confirm their sharedunderstanding that paragraph 1 of Article 11 addresses thefollowing two situations:(a)the first situation is direct expropriation, where
investments are nationalized or otherwise directly
expropriated through formal transfer of title oroutright seizure; and(b)the second situation is indirect expropriation,
where a measure or a series of measures of aContracting Party has an effect equivalent to direct
expropriation without formal transfer of title oroutright seizure.

2.
The determination of whether a government measure
or a series of government measures of a Contracting Party,
in a specific fact situation, constitutes an indirect
expropriation requires a case-by-case, fact-based inquiry thatconsiders, among other factors:(a)the economic impact of the government measure orseries of government measures, although the fact thatsuch measure or series of such measures has an adverse
effect on the economic value of investments, standing
alone, does not establish that an indirect
expropriation has occurred;(b)the extent to which the government measure or seriesof government measures interferes with distinct andreasonable expectations arising out of investments;(c)

the character of the government measure or series ofgovernment measures, including whether such measure
is non-discriminatory; and(d)the objectives of the government measure or seriesof government measures including whether suchmeasure is taken for legitimate public objectives.

3.
Except in such circumstances as when a measure or a seriesof measures is so severe in the light of their purpose that theycannot be reasonably viewed as having been adopted and appliedin good faith, non-discriminatory measures of a Contracting
Party that are designed and applied to protect legitimate publicwelfare objectives in accordance with paragraph 1 of Article
15 do not constitute indirect expropriation.

- 120 -