AGREEMENT BETWEENTHE GOVERNMENT OF JAPAN AND
THE GOVERNMENT OF THE INDEPENDENT STATE OF PAPUA NEW GUINEAFOR THE PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENTHE GOVERNMENT OF JAPAN AND
THE GOVERNMENT OF THE INDEPENDENT STATE OF PAPUA NEW GUINEAFOR THE PROMOTION AND PROTECTION OF INVESTMENT

The Government of Japan and the Government of the
Independent State of Papua New Guinea,
Recognising the importance of foreign investment fornational development, economic growth and general welfareof the citizens in Japan and the Independent State of Papua
New Guinea (hereinafter referred to as “the Contracting
Parties”);
Desiring to promote investment in order to strengthen
the economic relationship between the Contracting Parties;
Intending to create stable, equitable and favourable
conditions for greater investment by investors of aContracting Party in the Area of the other Contracting
Party;
Recognising that economic development, social
development and environmental protection are interdependentand mutually reinforcing pillars of sustainable development
and that cooperative efforts of the Contracting Parties topromote investment can play an important role in enhancing
sustainable development;
Recognising also that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application;
Acknowledging 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,(1) The term “investments” means every kind of asset
owned or controlled, directly or indirectly, by aninvestor, including:

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(a)

an enterprise and a branch of an enterprise;(b)shares, stocks or other forms of equity
participation in an enterprise, including rights
derived therefrom;(c)bonds, debentures, loans and other forms of debt,
including rights derived therefrom;(d)rights under contracts, including turnkey,
construction, management, production or revenue
sharing contracts;(e)claims to money and to any performance undercontract having a financial value;(f)intellectual property rights, including
copyrights and related rights, patent rights andrights relating to utility models, trademarks,
industrial designs, layout-designs of integrated
circuits, new varieties of plants, trade names,
indications of source or geographical indications
and undisclosed information;(g)rights conferred pursuant to laws and regulations
or contracts such as concessions, licences,authorisations, and permits, including those forthe exploration and exploitation of natural
resources; and(h)any other tangible and intangible, movable andimmovable property, and any related property
rights, such as leases, mortgages, liens andpledges.

Investments include the amounts yielded byinvestments, in particular, profit, interest, capitalgains, dividends, royalties and fees. A change in the form
in which assets are invested does not affect theircharacter as investments.
(2)

The term “investor of a Contracting Party” means:(a)a natural person having the nationality of thatContracting Party in accordance with its
applicable laws and regulations; or(b)an enterprise of that Contracting Party,

that seeks to make, is making or has made investments in
the Area of the other Contracting Party.

- 2 -(3) The term “enterprise of a Contracting Party”
means public or private entity duly constituted orincorporated under the applicable laws and regulationsof that Contracting Party, whether or not with limited
liability, whether or not with legal personality andwhether or not for pecuniary profit, including any
corporation, trust, partnership, sole proprietorship,
joint venture, association, organisation or company.
(4) The term “investment activities” means operation,
management, maintenance, use, enjoyment and sale or otherdisposal of investments.
(5) The term “Area” means with respect to aContracting Party:(a)the territory of that Contracting Party; and(b)the exclusive economic zone and the continental
shelf with respect to which that Contracting
Party exercises sovereign rights or jurisdictionin accordance with international law.

(6) The term “freely usable currency” means freely
usable currency as defined under the Articles of Agreementof the International Monetary Fund.
(7) The term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade Organization, done
at Marrakesh, April 15, 1994.
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 favourable than the treatment
it accords in like circumstances to its own investors andto their investments with respect to investment activities.
2.
Notwithstanding paragraph 1, each Contracting Party
may prescribe special formalities in connection withinvestment activities of investors of the other Contracting
Party in its Area, provided that such special formalities
do not impair the substance of the rights of such investors
under this Agreement.

- 3 -Article 3
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 toinvestment activities.
2.
Each Contracting Party shall endeavour to 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
to the establishment, acquisition and expansion of
investments. For this purpose, the former Contracting
Party shall, upon request by the other Contracting Party,
hold consultations in good faith.
Article 4
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 international law, including
fair and equitable treatment and full protection andsecurity.
2.
Neither Contracting Party shall, within its Area, in
any way impair investment activities of investors of theother Contracting Party by arbitrary measures.
3.
Each Contracting Party shall observe any obligation
it may have entered into with regard to investments andinvestment activities of investors of the other Contracting
Party.
4.
Each Contracting Party shall take appropriate measures
to further improve investment environment in its Area forthe benefit of investors of the other Contracting Party andtheir investments. In this regard, each Contracting Party
shall endeavour to reduce or eliminate its restrictive
measures, existing on the date of the entry into force of
this Agreement, vis-à-vis the investors of the other
Contracting Party and their investments with respect toinvestment activities as well as the establishment,
acquisition and expansion of investments.

- 4 -Article 5
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 6
Prohibition of Performance Requirements
1.
Neither Contracting Party shall impose or enforce, asa condition for investment activities in its Area of aninvestor of the other Contracting Party, any of thefollowing requirements:(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 provided in its Area, or topurchase goods or services from natural 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 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, except
when:

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(i)

the requirement is imposed or enforced
by a court, administrative tribunal orcompetition authority to remedy an alleged
violation of competition laws; or(ii)

the requirement concerns the transfer
of intellectual property rights which isundertaken in a manner not inconsistent
with the Agreement on Trade-Related Aspectsof Intellectual Property Rights in Annex 1C
to the WTO Agreement;(h)to locate the headquarters of that investor for a
specific region or the world market in its Area;(i)

to hire a given number or percentage of its
nationals;(j)to achieve a given level or value of research anddevelopment in its Area; or(k)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 the Area of theformer Contracting Party.

2.
Paragraph 1 does not preclude either Contracting Party
from conditioning the receipt or continued receipt of anadvantage, in connection with investment activities in its
Area of an investor of the other Contracting Party, oncompliance with any of the requirements set forth insubparagraphs 1 (g) through (k).
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 pertain to or affect theimplementation and operation of this Agreement.
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, includingthat relating to contract each Contracting Party enters
into with regard to investment.

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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.
Article 8
Public Comment Procedures
The Government of each Contracting Party shall, in
accordance with the laws and regulations of the Contracting
Party, endeavour to provide, except in cases of emergency
or of purely minor nature, a reasonable opportunity forcomments by the public before the adoption, amendment or
repeal of regulations of general application that affectany matter covered by this Agreement.
Article 9
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 10
Entry, Sojourn and Residence
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 to remain therein forthe purpose of business activities in connection withinvestments.
Article 11
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;

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(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 and
Article 4.

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 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 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 16
the investors affected by expropriation shall have a rightof access 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 12
Protection from Strife
1.
Each Contracting Party shall accord to investorsof the other Contracting Party that have suffered loss
or damage relating to their investments in the Area ofthe former Contracting Party due to armed conflict ora state of emergency such as revolution, insurrection,
civil disturbance or any other similar event in the Areaof that former 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.

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2.
Any payment as a means of settlement referred toin paragraph 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.
Article 13
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 investments of such investor in the Area of the other
Contracting Party, the latter Contracting Party shallrecognise 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 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 assignment of such payment, Articles 11, 12, and 14
shall apply mutatis mutandis.
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;

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(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;(f)payments made in accordance with Articles 11 and
12; and(g)payments arising out of the settlement of adispute under Article 16.

2.
Each Contracting Party shall further ensure thatsuch transfers 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 applicationof its 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 15
Settlement of Disputes
between the Contracting Parties

1.
Each Contracting Party shall accord sympathetic
consideration to, and shall afford adequate opportunity
for consultations regarding, such representations as theother Contracting Party may make with respect to any matter
affecting the operation of this Agreement.

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2.
Any dispute between the Contracting Parties as tothe interpretation or application of this Agreement, notsatisfactorily adjusted by diplomacy, shall be referredfor decision to an arbitration board. Such arbitration
board shall be composed of three arbitrators, with eachContracting Party appointing one arbitrator within aperiod of thirty (30) days from the date of receipt byeither Contracting Party from the other Contracting Partyof a note requesting arbitration of the dispute, and thethird arbitrator to be agreed upon as President by the two
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.
3.
If the third arbitrator is not agreed upon between
the arbitrators appointed by each Contracting Party
within the further period of thirty (30) days referred toin paragraph 2, the Contracting Parties shall request the
President of the International Court of Justice to appoint
the third arbitrator who shall not be a national of either
Contracting Party.
4.
The arbitration board shall within a reasonable periodof time reach its decisions by a majority of votes. Suchdecisions shall be final and binding.
5.
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.
Article 16
Settlement of Investment Disputes
between a Contracting Party and an Investorof the Other Contracting Party
1.
For the purposes of this Article, an “investment
dispute” is a dispute between a Contracting Party and an
investor of the other Contracting Party that has incurred
loss or damage by reason of, or arising out of, an alleged
breach of any obligation of the former Contracting Party
under this Agreement with respect to the investor of that
other Contracting Party or its investments in the Area ofthe former Contracting Party.

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2.
Subject to subparagraph 7(b), nothing in this Article
shall be construed so as to prevent an investor who is aparty to an investment dispute (hereinafter referred toin this Article as “disputing investor”) from seeking
administrative or judicial settlement within the Area of
the Contracting Party that is a party to the investment
dispute (hereinafter referred to in this Article as“disputing Party”).
3.
Any investment dispute shall, as far as possible,
be settled amicably through consultations between thedisputing investor and the disputing Party (hereinafterreferred to in this Article as “the disputing parties”).
4.
If the investment dispute cannot be settled throughsuch consultations within three months from the date on
which the disputing investor requested in writing the
disputing Party for consultations, the disputing investor
may, subject to subparagraph 7(a), submit the investment
dispute to one of the following international conciliations
or arbitrations:(a)conciliation or arbitration in accordance with
the Convention on the Settlement of Investment
Disputes between States and Nationals of Other
States, done at Washington, March 18, 1965
(hereinafter referred to in this Article as“the ICSID Convention”), so long as the ICSID
Convention is in force between the Contracting
Parties;(b)conciliation or arbitration under the Additional
Facility Rules of the International Centre for
Settlement of Investment Disputes, so long as
the ICSID Convention is not in force between
the Contracting Parties;(c)arbitration under the Arbitration Rules of theUnited Nations Commission on International Trade
Law, adopted by the United Nations Commission on
International Trade Law on April 28, 1976; and(d)if agreed with the disputing Party, any
arbitration in accordance with other arbitration
rules.

5.
Each Contracting Party hereby consents to thesubmission of investment disputes by a disputing investor
to conciliation or arbitration set forth in paragraph 4
chosen by the disputing investor.

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6.
Notwithstanding paragraph 5, no investment disputes
may be submitted to conciliation or arbitration set forthin paragraph 4, if more than five years have elapsed since
the date on which the disputing investor acquired orshould have first acquired, whichever is the earlier,the knowledge that the disputing investor had incurred
loss or damage referred to in paragraph 1.
7.

(a)

In the event that an investment dispute has been
submitted to courts of justice or administrative
tribunals or agencies or any other binding
dispute settlement mechanism established under
the laws and regulations of the disputing Party,
any conciliation or arbitration set forth inparagraph 4 can be sought 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 made therein.

(b)

In the event that an investment dispute has
been submitted for resolution under one of
the conciliations or arbitrations set forth inparagraph 4, the same investment dispute shallnot be submitted for resolution under courts ofjustice, administrative tribunals or agencies or
any other binding dispute settlement mechanism
established under the laws and regulations of the
disputing Party.

8.
An arbitral tribunal established under paragraph 4
shall decide the issues in dispute in accordance with thisAgreement and applicable rules of international law.
9.
The disputing Party shall deliver to the other
Contracting Party:(a)written notice of the investment disputesubmitted to the arbitration no later than
thirty (30) days after the date on which theinvestment dispute was submitted; and(b)copies of all pleadings filed in the arbitration.

10. The Contracting Party which is not the disputing Party
may, upon written notice to the disputing parties, makesubmissions to the arbitral tribunal on a question ofinterpretation of this Agreement.

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11. Unless the disputing parties agree otherwise, thearbitration shall be held in a country that is a party
to the Convention on the Recognition and Enforcement of
Foreign Arbitral Awards, done at New York, June 10, 1958
(hereinafter referred to in this Article as “the New York
Convention”).
12. The award rendered by the arbitral tribunal shall befinal and binding upon the disputing parties. This award
shall be executed by the applicable laws and regulations
as well as relevant international law including the ICSID
Convention and the New York Convention, concerning theexecution of award in force in the country where suchexecution is sought.
Article 17
Temporary Safeguard Measures
1.
A Contracting Party may adopt or maintain measures notconforming with its obligations under Article 2 relating tocross-border capital transactions and Article 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 tocause 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(e)shall avoid unnecessary damages to thecommercial, economic and financial interestsof the other Contracting Party.

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3.
Nothing in this Agreement shall be regarded asaltering the rights enjoyed and obligations undertaken by
a Contracting Party as a party to the Articles of Agreementof the International Monetary Fund.
Article 18
Prudential Measures
1.
Notwithstanding any other provisions of thisAgreement, a Contracting Party shall not be prevented
from taking measures relating to financial services forprudential reasons, including measures for the protectionof investors, depositors, policy holders or persons towhom a fiduciary duty is owed by an enterprise supplying
financial services, or to ensure the integrity andstability of its financial system.
2.
Where the measures taken by a Contracting Party
pursuant to paragraph 1 do not conform with this Agreement,
they shall not be used as a means of avoiding thecommitments or obligations of the Contracting Party
under this Agreement.
Article 19Intellectual Property Rights
1.
The Contracting Parties shall grant and ensure
adequate and effective protection of intellectual
property rights, and promote efficiency and transparency
in administrations of intellectual property protection
system. For this purpose, the Contracting Parties
shall promptly consult with each other at the request ofeither Contracting Party. Depending on the results of theconsultations, 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 investorsof the other Contracting Party.
2.
Nothing in this Agreement shall be construed so as toderogate from the rights and obligations 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 their investments treatment
accorded to investors of a non-Contracting Party and theirinvestments by virtue of multilateral agreements in respectof protection of intellectual property rights, to which theformer Contracting Party is a party.

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Article 20
Taxation
1.
Nothing in this Agreement shall apply to taxation
measures except as expressly provided for in paragraphs 3,
4 and 5 of this Article.
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.
Articles 1, 4, 5, 7, 11 and 26 shall apply to taxation
measures.
4.
Articles 15 and 16 shall apply to disputes regarding
taxation measures to the extent covered by paragraph 3.
5.
Article 21 shall apply to matters regarding taxation
measures to the extent covered by paragraph 3.
Article 21
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(b)to share information on and to discuss any otherinvestment-related matters concerning thisAgreement, for the purpose of encouraging
favourable conditions for investors of theContracting 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.
3.
The Committee shall be composed of representatives of
the Governments of the Contracting Parties. The Committee
may, upon mutual consent of the Contacting Parties, invite
representatives of relevant entities other than the
Governments of the Contracting Parties with the necessary
expertise relevant to the issues to be discussed, and holdjoint meetings with the private sectors.

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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 22
Health, Safety and Environmental
Measures and Labour Standards
Each Contracting Party recognises that it isinappropriate to encourage investment by investors of theother Contracting Party and of a non-Contracting Party byrelaxing its health, safety or environmental measures, orby lowering its labour standards. To this effect eachContracting Party should not waive or otherwise derogate
from such measures and standards as an encouragement for
the establishment, acquisition or expansion of investments
in its Area by investors of the other Contracting Party andof a non-Contracting Party.
Article 23
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.

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2.
Subject to prior notification and consultation, aContracting Party may deny the benefits of this Agreement
to an investor of the other Contracting Party that is anenterprise of the other Contracting Party and to its
investments if the enterprise is owned or controlled by aninvestor of a non-Contracting Party and the enterprise has
no substantial business activities in the Area of the other
Contracting Party.
Note:

For the purposes of this Article, an enterprise is:(a)“owned” by an investor if more than fifty (50)percent of the equity interest in it is owned by
the investor; and(b)“controlled” by an investor if the investor has
the power to name a majority of its directors orotherwise to legally direct its actions.
Article 24
Review

Upon the request of either Contracting Party, theContracting Parties shall undertake a review of thisAgreement, with a view to further promoting progressive
liberalisation of investment.
Article 25
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 26
Final Provisions
1.
This Agreement shall enter into force on the thirtieth
day after the date of exchange of diplomatic notes between
the Governments of the Contracting Parties informing eachother that their respective legal procedures necessary forthe entry into force of this Agreement have been completed.
2.
This Agreement shall remain in force for a periodof ten (10) years after its entry into force and shallcontinue in force unless terminated as provided for inparagraph 3.
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 (10) year
period or at any time thereafter.

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4.
Notwithstanding paragraph 2, in respect of investments
acquired prior to the date of termination of thisAgreement, the provisions of this Agreement shall continue
to be effective for a period of ten (10) years from thedate of termination of this Agreement.
5.
This Agreement shall also apply to all investments
of investors of either Contracting Party acquired in the
Area of 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.
6.
This Agreement shall not apply to claims arising outof events which occurred, or to claims which had been
settled, prior to its entry into force.
IN WITNESS WHEREOF, the undersigned, being duly
authorised by their respective Governments, have signed
this Agreement.
DONE in duplicate at Tokyo, on this twenty-sixth
day of April, 2011, in the Japanese and English languages,
both texts being equally authentic.

FOR THE GOVERNMENT OF
JAPAN:FOR THE GOVERNMENT OF
THE INDEPENDENT STATE OFPAPUA NEW GUINEA:

松本剛明

Don Polye- 19 -