AGREEMENT BETWEENJAPAN AND THE UNITED ARAB EMIRATESFOR THE PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE UNITED ARAB EMIRATESFOR THE PROMOTION AND PROTECTION OF INVESTMENT
Japan and the United Arab Emirates (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,favourable and transparent conditions for greater
investment by investors of a Contracting Party in the Areaof the other Contracting Party;
Recognising the growing importance of the progressive
liberalisation of investment for stimulating initiative ofinvestors and for promoting prosperity in the Contracting
Parties;
Recognising that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application;
Recognising the importance of the cooperative
relationship between labour and management in promoting
investment between the Contracting Parties; andConvinced that this Agreement will contribute to thefurther development of the overall relationship between theContracting Parties;
Have agreed as follows:
Article 1
Definitions
For the purposes of this Agreement:(a)the term “investment” means every kind of asset
owned or controlled, directly or indirectly, by
an investor, which has the characteristics of aninvestment, such as the commitment of capital orother resources, the expectation of gain or
profit, or the assumption of risk, including:(i)an enterprise and a branch of an enterprise;

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(ii)

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

bonds, debentures, loans and other forms ofdebt, including rights derived therefrom;(iv)

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

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

intellectual property rights, including
copyrights and related rights, patent rights
and rights relating to utility models,trademarks, industrial designs, layoutdesigns of integrated circuits, newvarieties of plants, trade names,
indications of source or geographicalindications and undisclosed information;(vii)

rights conferred pursuant to laws andregulations or contracts such asconcessions, licences, authorisations andpermits; and(viii)

any other tangible and intangible, movableand immovable property, and any related
property rights, such as leases, mortgages,
liens and pledges;

An investment includes the amounts yielded by aninvestment, in particular, profit, interest,
capital gains, dividends, royalties and fees. Achange in the form in which assets are invested
or reinvested does not affect their character as
investment, provided that the change is notinconsistent with the laws and regulations of theContracting Party where the assets are invested
or reinvested.
Natural resources shall not be covered by thisAgreement.
(b)

the term “investor of a Contracting Party” means:(i)that Contracting Party;

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(ii)

a natural person having the nationality ofthat Contracting Party in accordance with
its applicable laws and regulations; or(iii)

an enterprise of that Contracting Party,

that seeks to make, is making or has made aninvestment in the Area of the other Contracting
Party;(c)the term “enterprise of a Contracting Party”
means any legal person or any other entity duly
constituted or organised under the applicablelaws and regulations of that Contracting Party,
whether or not for profit, and whether private or
government owned or controlled, including any
corporation, trust, partnership, sole
proprietorship, joint venture, association,organisation or company;(d)an enterprise is:

(e)

(i)

“owned” by an investor if more than fifty
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 “Area” means:(i)with respect to Japan: its territory, andthe exclusive economic zone and thecontinental shelf with respect to which
Japan exercises sovereign rights or
jurisdiction in accordance withinternational law; and(ii)

with respect to the United Arab Emirates:
the territory of the United Arab Emirates
which is under its sovereignty including theterritorial sea and airspace, as well as
submarine areas over which the United ArabEmirates exercises, in conformity withinternational law and the laws of the United
Arab Emirates, sovereign rights in respectof any activity carried on in connection
with the exploration for or the exploitationof the natural resources;

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(f)

the term “freely usable currency” means freely
usable currency as defined under the Articles ofAgreement of the International Monetary Fund; and(g)the term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade
Organization, done at Marrakesh, April 15, 1994.
Article 2
Promotion and Admission of Investment

1.
Each Contracting Party shall encourage and create
favourable conditions for investors of the other
Contracting Party to make investments in its Area.
2.
Each Contracting Party shall, subject to its rights toexercise powers in accordance with its applicable laws andregulations, including those with regard to foreign
ownership and control, admit investment of investors of theother Contracting Party.
3.
It is confirmed that this Article shall not be
construed to derogate from the obligations of eachContracting Party arising from the Agreement on TradeRelated Investment Measures in Annex 1A to the WTO
Agreement.
Article 3
National Treatment
1.
Once investment is admitted in accordance with its
applicable laws and regulations, each Contracting Party
shall in its Area accord to investors of the other
Contracting Party and to their investments treatment noless favourable than the treatment it accords in likecircumstances to its own investors and to their investmentswith respect to the operation, management, maintenance,
use, enjoyment and sale or other disposal of investments.
2.
Paragraph 1 shall not be construed so as to prevent aContracting Party from adopting or maintaining a measurethat prescribes special formalities in connection with theoperation, management, maintenance, use, enjoyment and saleor other disposal of investments of investors of the other
Contracting Party in its Area, provided that such special
formalities do not impair the substance of the rights ofsuch investors under this Agreement.
3.
Paragraph 1 shall not apply to subsidies including
grants, government supported loans, guarantees andinsurance.

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4.
Paragraph 1 does not prevent either Contracting Party
from differentiating between treatments accorded inaccordance with its laws and regulations relating to taxes.
Article 4
Most-Favoured-Nation Treatment
1.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favourable than the treatment
it accords in like circumstances to investors of a nonContracting Party and to their investments with respect tothe operation, management, maintenance, use, enjoyment andsale or other disposal of investments.
2.
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favourable than the treatment
it accords in like circumstances to investors of a nonContracting Party and to their investments with respect tothe matters relating to the admission of investment.
3.

Paragraph 2 shall not apply to:(a)the matters related to:(i)the acquisition of land property;(ii)

subsidies; or(iii)

government procurement;(b)

any treatment accorded by a Contracting Party toinvestors of a non-Contracting Party and to theirinvestments on the basis of reciprocity;(c)any preferential treatment resulting from thememberships to any bilateral or multilateralinternational agreement involving protection of
new varieties of plants, aviation, fishery or
maritime matters; and(d)any measure relating to investments 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, publictraining, health and child care.

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4.
Neither Contracting Party shall, under any measure
adopted after the date of entry into force of thisAgreement and covered by paragraph 3, require an investorof the other Contracting Party, by reason of its
nationality, to sell or otherwise dispose of an investmentthat exists at the time when the measure becomes effective.
5.
Paragraphs 1 and 2 shall not be construed so as tooblige a Contracting Party to extend to the investors of
the other Contracting Party the benefit of any treatment,
preference or privilege resulting from any existing or
future free trade area, customs union, economic union, orother form of regional agreement, to which the former
Contracting Party is a party.
6.
For greater certainty, it is understood that thetreatment referred to in this Article does not include
treatment accorded to investors of a non-Contracting Party
and their investments by provisions concerning thesettlement of investment disputes such as the mechanism set
out in Article 17 that are provided for in otherinternational bilateral and multilateral agreements between
a Contracting Party and a non-Contracting Party or nonContracting Parties.
7.
Paragraph 1 shall not be construed so as to oblige aContracting Party to extend to investors of the other
Contracting Party special tax advantages accorded toinvestors of a non-Contracting Party, on the basis ofreciprocity with the non-Contracting Party or by virtue of
any agreement relating to taxes in force between the former
Contracting Party and the non-Contracting Party.
Article 5
General Treatment and Improvement of
Investment Environment
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.
For great certainty, the concept of “fair andequitable treatment” and “full protection and security” do
not require treatment in addition to or beyond that whichis required by customary international law minimum standardof treatment of aliens.

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2.
Neither Contracting Party shall, within its Area, in
any way impair the operation, management, maintenance, use,enjoyment and sale or other disposal of investments ofinvestors of the other Contracting Party by arbitrary
measures.
3.
Each Contracting Party shall observe any obligation it
may have entered into with regard to investments and theoperation, management, maintenance, use, enjoyment and saleor other disposal of investments of investors of the other
Contracting Party.
4.
Each Contracting Party shall endeavour to takeappropriate measures to further improve investment
environment in its Area for the benefit of investors of theother Contracting Party and their investments.
Article 6
Access to the Courts of Justice
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party treatment no lessfavourable than the treatment which it accords in likecircumstances to its own investors or investors of a nonContracting Party with respect to access to the courts ofjustice and administrative tribunals and agencies in all
degrees of jurisdiction, both in pursuit and in defence ofsuch investors’ rights.
Article 7
Prohibition of Performance Requirements
1.
Neither Contracting Party may, in connection with theoperation, management, maintenance, use, enjoyment and saleor other disposal of investments of an investor of aContracting Party or of a non-Contracting Party in its
Area, impose or enforce any requirement, or enforce any
commitment or undertaking:(a)to export a given level or percentage of goods orservices;(b)to achieve a given level or percentage ofdomestic content;(c)to purchase, use or accord a preference to goods
produced or services supplied in its Area, or topurchase goods or services from natural or legal
persons or any other entity in its Area;

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(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 the investor;(e)

to restrict sales of goods or services in its
Area that investments of the investor produce or
supply by relating such sales in any way to thevolume or value of its exports or foreignexchange earnings;(f)to restrict the exportation or sale for export;(g)

to transfer technology, a production process orother proprietary knowledge to a natural or legal
person or any other entity in its Area;(h)to locate the headquarters of that investor for a
specific region or the world market in its Area;(i)to achieve a given level or value of research anddevelopment in its Area;(j)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; or(k)to adopt:(i)

a given rate or amount of royalty under alicence contract; or(ii)

a given duration of the term of a licence
contract,in regard to any existing or future licence
contract freely entered into between the investor
and a natural or legal person or any other entity
in its Area, provided that the requirement is
imposed or the commitment or undertaking is
enforced by an exercise of governmental authorityof the Contracting Party.
For greater certainty, a “licence contract”
referred to in this subparagraph means any
licence contract concerning transfer oftechnology, a production process, or otherproprietary knowledge.

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2.
Neither Contracting Party may condition the receipt orcontinued receipt of an advantage, in connection with theoperation, management, maintenance, use, enjoyment and saleor other disposal of investments of an investor of aContracting Party or of a non-Contracting Party in its
Area, on compliance with any of the following requirements:

3.

(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;(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 the investor;(d)to restrict sales of goods or services in its
Area that investments of the investor produce or
supply by relating such sales in any way to thevolume or value of its exports or foreignexchange earnings; or(e)to restrict the exportation or sale for export.

(a)Nothing in paragraph 2 shall be construed toprevent a Contracting Party from conditioning thereceipt or continued receipt of an advantage, inconnection with the operation, management,
maintenance, use, enjoyment and sale or otherdisposal of investments of an investor of aContracting Party or of a non-Contracting Party
in its Area, on compliance with a requirement tolocate production, supply a service, train or
employ workers, construct or expand particularfacilities, or carry out research anddevelopment, in its Area.

(b)

Subparagraphs 1(g) and 1(k) shall not apply when
the requirement is imposed or the commitment or
undertaking is enforced by a court of justice,administrative tribunal or competition authority
to remedy a practice determined after judicial oradministrative process to be anti-competitive
under competition laws.

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(c)

Subparagraph 1(g) shall not apply when therequirement concerns the transfer of intellectual
property rights which is undertaken in a manner
not inconsistent with the Agreement on TradeRelated Aspects of Intellectual Property Rights
in Annex 1C to the WTO Agreement.

(d)Subparagraphs 2(a) and 2(b) shall not apply torequirements imposed by an importing Contracting
Party relating to the content of goods necessary
to qualify for preferential tariffs orpreferential quotas.

4.
Paragraphs 1 and 2 shall not apply to any requirement
other than the requirements set out in those paragraphs.
5.
Paragraph 2 shall not apply to any treatments accordedin accordance with the laws and regulations of eachContracting Party relating to taxes.
Article 8
Transparency
1.
Each Contracting Party shall endeavour to promptly
publish, or otherwise make publicly available, its laws,
regulations, administrative procedures and administrative
rulings and judicial decisions of general application as
well as international agreements which pertain to or affectthe implementation and the operation of this Agreement.
2.
Each Contracting Party shall, upon request by theother Contracting Party, endeavour to promptly respond to
specific questions and provide that other Contracting Party
with information on matters set out in paragraph 1,
including that relating to a contract each Contracting
Party enters into with regard to investment.
3.
Paragraphs 1 and 2 shall not be construed so as tooblige 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.

－10－Article 9
Public Comment Procedures
Each Contracting Party shall, in accordance with its
applicable laws and regulations, endeavour to provide,except in cases of emergency or of purely minor nature, areasonable opportunity for comments by the public before
the adoption, amendment or repeal of regulations of generalapplication that affect any matter covered by thisAgreement.
Article 10
Measures against Corruption
Each Contracting Party shall endeavour to takeappropriate measures and make efforts to prevent and combat
corruption regarding matters covered by this Agreement inaccordance with its applicable laws and regulations.
Article 11
Entry, Sojourn and Residence of Investors
Each Contracting Party shall, in accordance with its
applicable laws and regulations, give sympathetic
consideration to applications for the entry, sojourn andresidence of a natural person having the nationality of theother Contracting Party who wishes to enter the territoryof the former Contracting Party and remain therein for the
purpose of business activities in connection withinvestments.
Article 12
Expropriation and Compensation
1.
Neither Contracting Party shall expropriate or
nationalise investments in its Area of investors of theother Contracting Party or take any measure equivalent to
expropriation or nationalisation (hereinafter referred toas “expropriation”) except:(a)for a public purpose;(b)in a non-discriminatory manner;(c)upon payment of prompt, adequate and effective
compensation pursuant to paragraphs 2, 3 and 4;
and

(d)

in accordance with due process of law.

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2.
The compensation shall be equivalent to the fairmarket value of the expropriated investments at the time
when the expropriation was publicly announced or when the
expropriation occurred, whichever is earlier. The fairmarket 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 and shall
include interest at a commercially reasonable rate, taking
into account the length of time until the time of payment.
It shall be effectively realisable and freely transferable
and shall be freely convertible into the currency of theContracting Party of the investors concerned, and into
freely usable currencies, at the market exchange rate
prevailing on the date of expropriation.
4.
Without prejudice to the provisions of Article 17, theinvestors affected by expropriation shall have a right ofaccess to the courts of justice or administrative tribunals
or agencies of the Contracting Party making the
expropriation to seek a prompt review of the investors’
case and the amount of compensation in accordance with theprinciples set out in this Article.
Article 13
Protection from 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 or a stateof emergency such as revolution, insurrection, civil
disturbance or any other similar event in the Area of thatformer Contracting Party, treatment, as regards
restitution, indemnification, compensation or any othersettlement, that is no less favourable than that which it
accords to its own investors or to investors of a nonContracting Party, whichever is more favourable to theinvestors of the other Contracting Party.
2.
Any payment as a means of settlement referred to inparagraph 1 shall be effectively realisable, 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.

－12－Article 14
Subrogation
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 an investment of such investor in the Area of the other
Contracting Party, the latter Contracting Party shallrecognise the assignment to the former Contracting Party or
its designated agency of any right or claim of suchinvestor on account of which such payment is made and shallrecognise 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 transfer of such payment, the provisions of Articles
12, 13 and 15 shall apply mutatis mutandis.
Article 15
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 from theother Contracting Party engaged in activities inconnection with investments in the Area of theformer Contracting Party;

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(f)

payments made in accordance with Articles 12 and13; and(g)payments arising out of the settlement of adispute under Article 17.

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 the 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;(c)criminal or penal offences; or(d)ensuring compliance with orders or judgments in
adjudicatory proceedings.
Article 16
Settlement of Disputes
between the Contracting Parties

1.
Each Contracting Party shall accord full consideration
to, and shall afford adequate opportunity for consultation
regarding, such representations as the other Contracting
Party may make with respect to any matter affecting theinterpretation and implementation of this Agreement.
2.
Any dispute between the Contracting Parties as to theinterpretation and application of this Agreement, notsatisfactorily adjusted by diplomacy, shall be referred for
decision to an arbitration board. Such arbitration board
shall be composed of three arbitrators, with eachContracting Party appointing one arbitrator within a periodof sixty days from the date of receipt by either
Contracting Party from the other Contracting Party of anote requesting arbitration of the dispute, and the third
arbitrator to be agreed upon as President by the two
arbitrators so chosen within a further period of sixty
days, provided that the third arbitrator shall not be anational of either Contracting Party.

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3.
If the third arbitrator is not agreed upon between thearbitrators appointed by each Contracting Party within thefurther period of sixty days referred to in paragraph 2,
the Contracting Parties shall request the President of theInternational Court of Justice to appoint the third
arbitrator who shall be a national of a non-Contracting
Party which has diplomatic relations with both Contracting
Parties. If the President of the International Court ofJustice is a national of either Contracting Party or if heor she is otherwise prevented from discharging the saidfunction, the Vice-President of the Court shall be invited
to make the necessary appointments. If the Vice-Presidentof the Court is a national of either Contracting Party or
if he or she, too, is prevented from discharging the saidfunction, the member of the Court next in seniority who is
not a national of either Contracting Party shall be invited
to make the necessary appointments.
4.
The arbitration board shall determine its own
procedure and within a reasonable period of time reach its
decision by a majority of votes. Such decision shall befinal and binding on both Contracting Parties. Unlessotherwise agreed, the decision shall be rendered withinfour months following the appointment of the third
arbitrator.
5.
Each Contracting Party shall bear the cost of thearbitrator of its choice and its representation in thearbitral proceedings. The cost of the President of thearbitration board in discharging his or her duties and theremaining costs of the arbitration board shall be borne
equally by the Contracting Parties.
Article 17
Settlement of Investment Disputes
between a Contracting Party and an Investorof the Other Contracting Party
1.
For the purposes of this Article, “investment dispute”
is a dispute between a Contracting Party and an investor of
the other Contracting Party that has incurred loss ordamage by reason of, or arising out of, an alleged breachof any obligation of the former Contracting Party under
this Agreement with respect to investments of the investorof that other Contracting Party.

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2.
Subject to subparagraph 5(b), nothing in this Article
shall be construed so as to prevent an investor who is aparty to an investment dispute (hereinafter referred to inthis Article as “disputing investor”) from seeking
administrative or judicial settlement in the Contracting
Party that is a party to the investment dispute(hereinafter referred to in this Article as “disputing
Party”).
3.
An investment dispute shall, as far as possible, besettled amicably through consultations or negotiations
between the disputing investor and the disputing Party(hereinafter referred to in this Article as “the disputing
parties”).
4.
If any investment dispute cannot be settled throughsuch consultations or negotiations within six months fromthe date on which the disputing investor requested inwriting the disputing Party for consultations or
negotiations, the disputing investor may, subject to
subparagraph 5(a), submit the investment dispute to one of
the following international arbitrations:(a)arbitration in accordance with the Convention on
the Settlement of Investment Disputes between
States and Nationals of Other States (hereinafterreferred to in this Article as “ICSID
Convention”), so long as the ICSID Convention isin force between the Contracting Parties;(b)arbitration under the Additional Facility Rulesof the International Centre for Settlement of
Investment Disputes, provided that either
Contracting Party, but not both, is a party to
the ICSID Convention;(c)arbitration under the Arbitration Rules of theUnited Nations Commission on International Trade
Law; or(d)

any arbitration in accordance with otherarbitration rules, if agreed with the disputing
Party.

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5.

(a)

In the event that an investment dispute has been
submitted to courts of justice, administrative
tribunals or agencies or any other binding
dispute settlement mechanism established under
the laws and regulations of the disputing Party,
any arbitration set forth in paragraph 4 can besought only if the disputing investor withdraws,
in accordance with the laws and regulations of
the disputing Party, its claim from such domestic
remedies before the final decisions are madetherein.

(b)

In the event that an investment dispute has been
submitted for resolution under one of thearbitrations set forth in paragraph 4, the sameinvestment dispute shall not be submitted for
resolution under courts of justice,administrative tribunals or agencies or any otherbinding dispute settlement mechanism establishedunder the laws and regulations of the disputing
Party.

6.
The applicable arbitration rules shall govern thearbitration set forth in paragraph 4 except to the extent
modified in this Article.
7.
The disputing investor who intends to submit theinvestment dispute to arbitration pursuant to paragraph 4
shall give to the disputing Party written notice of intent
to do so at least ninety days before the claim is
submitted. The notice of intent shall specify:

8.

(a)

the name and address of the disputing investor;(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 4 which thedisputing investor will choose; and(d)the relief sought and the approximate amount ofdamages claimed.

(a)Each Contracting Party hereby consents to thesubmission of investment disputes by a disputing
investor to arbitration set forth in paragraph 4
chosen by the disputing investor.

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(b)

The consent given by subparagraph (a) and thesubmission by a disputing investor of a claim toarbitration shall satisfy the requirements of:(i)

Chapter II of the ICSID Convention or the
Additional Facility Rules of theInternational Centre for Settlement of
Investment Disputes, for written consent of
the parties to a dispute; and(ii)

Article II of the Convention on the
Recognition and Enforcement of Foreign
Arbitral Awards (hereinafter referred to as“New York Convention”) for an agreement inwriting.

9.
Notwithstanding paragraph 8, no claim may be submitted
to arbitration set forth in paragraph 4, if more than five
years have elapsed since the date on which the disputing
investor acquired or should have first acquired, whicheveris the earlier, the knowledge that the disputing investor
had incurred loss or damage referred to in paragraph 1.
10. Notwithstanding paragraph 5, the disputing investor
may initiate or continue an action that seeks interim
injunctive relief that does not involve the payment ofdamages before an administrative tribunal or court ofjustice under the law of the disputing Party.
11. Unless the disputing parties agree otherwise, anarbitral tribunal established under paragraph 4 shallcomprise three arbitrators, one arbitrator appointed byeach of the disputing parties and the third, who shall be
the presiding arbitrator, appointed by agreement of the
disputing parties. If the disputing investor or the
disputing Party fails to appoint an arbitrator or
arbitrators within ninety days from the date on which theinvestment dispute was submitted to arbitration, theSecretary-General of the International Centre for
Settlement of Investment Disputes (hereinafter referred toin this Article as “ICSID”) may be requested by either ofthe disputing parties, to appoint the arbitrator or
arbitrators not yet appointed from the ICSID Panel of
Arbitrators subject to the requirements of paragraphs 12
and 13.
12. Unless the disputing parties agree otherwise, thethird arbitrator shall not be a national of either
Contracting Party, nor have his or her usual place ofresidence in either Contracting Party, nor be employed byeither of the disputing parties, nor have dealt with theinvestment dispute in any capacity.

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13. In the case of arbitration referred to in paragraph 4,each of the disputing parties may indicate up to threenationalities, the appointment of arbitrators of which is
unacceptable to it. In this event, the Secretary-Generalof the ICSID may be requested not to appoint as arbitrator
any person whose nationality is indicated by either of the
disputing parties.
14. Unless the disputing parties agree otherwise, thearbitration shall be held in a country that is a party to
the New York Convention.
15. An arbitral tribunal established under paragraph 4
shall decide the issues in dispute in accordance with thisAgreement and applicable rules of international law.
16. The disputing Party shall deliver to the other
Contracting Party:(a)written notice of the claim submitted to thearbitration no later than sixty days after thedate on which the claim was submitted; and(b)copies of all pleadings filed in the arbitration.

17. On written notice to the disputing parties, the non–disputing Contracting Party may make submissions to thearbitral tribunal on a question of interpretation of thisAgreement.
18. The arbitral tribunal may order an interim measure ofprotection to preserve the rights of the disputing
investor, or to facilitate the conduct of arbitralproceedings, including an order to preserve evidence in thepossession or control of either of the disputing parties.
The arbitral tribunal shall not order attachment or enjoin
the application of the measure alleged to constitute a
breach referred to in paragraph 1.
19. The award rendered by the arbitral 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)a remedy if there has been such breach. The
remedy shall be limited to one or both of thefollowing:

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(i)

payment of monetary damages and applicableinterest; and(ii)

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

Costs may also be awarded in accordance with theapplicable arbitration rules.
20. The disputing Party may make available to the public
in a timely manner all documents submitted to, or issued
by, an arbitral tribunal established under paragraph 4,
including an award, except for:(a)confidential business information;(b)

information which is privileged or otherwise
protected from disclosure under the applicablelaws and regulations of either Contracting Party;
and

(c)

information which the disputing Party mustwithhold pursuant to the relevant arbitration
rules, as applied.

21. The award rendered in accordance with paragraph 19
shall be final and binding upon the disputing parties. The
disputing Party shall carry out without delay theprovisions of the award and provide for the enforcement of
the award in accordance with its relevant laws andregulations.
22. Neither Contracting Party shall give diplomatic
protection, or bring an international claim, in respect of
an investment dispute which the other Contracting Party andan investor of the former Contracting Party have consented
to submit or submitted to arbitration set forth inparagraph 4, unless the other Contracting Party shall havefailed to abide by and comply with the award rendered insuch investment dispute. Diplomatic protection, for the
purposes of this paragraph, shall not include informal
diplomatic exchanges for the sole purpose of facilitating asettlement of the investment dispute.

－20－

Article 18
Security Exceptions
Subject to the requirement that such measures are notapplied by a Contracting Party in a manner which would
constitute a means of arbitrary or unjustifiable
discrimination against the other Contracting Party, or a
disguised restriction on investments of investors of theother Contracting Party in the Area of the former
Contracting Party, nothing in this Agreement other than
Article 13 shall be construed so as to prevent the former
Contracting Party from adopting or enforcing measures:
(a)

(b)

which it considers necessary for the protectionof its essential security interests:(i)taken in time of war, or armed conflict, orother emergency in that Contracting Party or
in international relations; or(ii)relating to the implementation of national
policies or international agreements
respecting the non-proliferation of weapons;orin pursuance of its obligations under the United
Nations Charter for the maintenance ofinternational peace and security.
Article 19
Temporary Safeguard Measures

1.
A Contracting Party may adopt or maintain measures notconforming with its obligations under Article 3 relating tocross-border capital transactions and Article 15:

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;

－21－

(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(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 20
Prudential Measures
1.
Notwithstanding any other provisions of thisAgreement, a Contracting Party shall not be prevented fromtaking measures relating to financial services forprudential 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 to ensure the integrity andstability of its financial system.
2.
In cases where a Contracting Party takes any measurepursuant to paragraph 1, that does not conform with theprovisions of this Agreement, that Contracting Party shallnot use such measure as a means of avoiding its obligations
under this Agreement.
Article 21
Intellectual Property Rights
1.
The Contracting Parties shall grant and ensure theadequate and effective protection of intellectual property
rights, and promote efficiency and transparency in theadministration of intellectual property protection system.
For this purpose, the Contracting Parties shall promptly
consult with each other at the request of either
Contracting Party. Depending on the results of theconsultation, each Contracting Party shall, in accordancewith its applicable laws and regulations, take appropriate
measures to remove the factors which are recognised ashaving adverse effects to the investments of investors of
the other Contracting Party.

－22－

2.
Nothing in this Agreement shall affect the rights andobligations of the Contracting Parties under multilateralagreements in respect of protection of intellectual
property rights to which the Contracting Parties are
parties.
3.
Nothing in this Agreement shall be construed so as tooblige either Contracting Party to extend to investors of
the other Contracting Party and to their investments
treatment accorded to investors of a non-Contracting Party
and to their investments by virtue of multilateralagreements in respect of protection of intellectual
property rights, to which the former Contracting Party is aparty.
Article 22
Taxation
Nothing in this Agreement shall affect the rights andobligations 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.
Article 23
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.
The functions of the Committee shall be:(a)to discuss and review the implementation andoperation of this Agreement and to seek solution
for problems relating thereto; and(b)to share information on and to discuss any otherinvestment-related matters concerning thisAgreement, including investment opportunities in
the Contracting Parties, for the purpose ofencouraging favourable conditions for investorsof the Contracting Parties.

2.
The Committee may, as necessary, make appropriate
recommendations by consensus to the Contracting Parties forthe more effective functioning or the attainment of theobjectives of this Agreement.

－23－

3.
The Committee shall be composed of representatives of
the Contracting Parties. The Committee may, upon mutual
consent of the Contracting Parties, invite representativesof relevant entities other than the Governments of theContracting Parties with the necessary expertise relevantto the issues to be discussed, and hold joint meetings withthe private sectors.
4.
The Committee shall determine its own rules ofprocedure to carry out its functions.
5.
The Committee may establish sub-committees anddelegate specific tasks to such sub-committees.
6.
The Committee shall meet upon the request of either
Contracting Party.
Article 24
Health, Safety and Environmental
Measures and Labour Standard
The Contracting Parties recognise that it isinappropriate for a Contracting Party to encourage
investment by investors of the other Contracting Party andof a non-Contracting Party by relaxing its health, safety
or environmental measures or by lowering its labour
standards. To this effect each Contracting Party should
not waive or otherwise derogate from such measures orstandards as an encouragement for the establishment,
acquisition or expansion in its Area of investments byinvestors of the other Contracting Party and of a nonContracting Party.
Article 25
Denial of Benefits
1.
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise of the other Contracting Party and to
its investments if the enterprise is owned or controlled byan 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.

－24－

2.
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise of the other Contracting Party and to
its investments if the enterprise is owned or controlled byan investor of a non-Contracting Party and the enterprise
has no substantial business activities in the Area of theother Contracting Party.
Article 26
Review
Upon the request of either Contracting Party, theContracting Parties shall undertake a review of thisAgreement, in order to further enhance protection andpromotion of investment, including its progressive
liberalisation, which are consistent with laws andregulations of each Contracting Party.
Article 27
Headings
The headings of the Articles of this Agreement are
inserted for convenience of reference only and shall notaffect the interpretation of this Agreement.
Article 28
Final Provisions
1.
This Agreement shall enter into force on the thirtieth
day after the date of exchange of diplomatic notes
informing each other that their respective legal procedures
necessary for the entry into force of this Agreement havebeen completed. It shall remain in force for a period often years after its entry into force and shall continue inforce unless terminated as provided in paragraph 2.
2.
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.
3.
In respect of investments acquired prior to the dateof termination of this Agreement, the provisions of thisAgreement shall continue to be effective for a period often years from the date of termination of this Agreement.
4.
This Agreement shall also apply to all investments ofinvestors of either Contracting Party acquired in the Areaof the other Contracting Party in accordance with theapplicable laws and regulations of that other Contracting
Party prior to the entry into force of this Agreement.

－25－

5.
This Agreement shall not apply to claims arising outof events which occurred prior to its entry into force.
6.
This Agreement may be amended by an agreement between
the Contracting Parties. Either Contracting Party may at
any time request consultations with the other Contracting
Party for the purpose of amending this Agreement.
IN WITNESS WHEREOF, the undersigned, being duly
authorised by their respective Governments, have signed
this Agreement.
DONE in duplicate at Abu Dhabi, on this thirtieth dayof April, 2018 in the English language.

FOR JAPAN:

FOR THE UNITED ARAB EMIRATES:‫ﺍﻟﻄﺎﻳﺮ‬藤木完治－26－