AGREEMENT BETWEENJAPAN AND UKRAINEFOR THE PROMOTION AND PROTECTION OF INVESTMENT

Japan and Ukraine (hereinafter referred to as “theContracting Parties”),
Desiring to further promote investment in order tostrengthen the economic relationship between theContracting Parties;
Intending to create stable, equitable, favorable andtransparent conditions for greater investment by investorsof a Contracting Party in the Area of the other Contracting
Party;
Recognizing the growing importance of the progressive
liberalization of investment for stimulating initiative ofinvestors and for promoting prosperity in the Contracting
Parties;
Recognizing that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application;
Recognizing the importance of the cooperative
relationship between labor and management in promoting
investment between the Contracting Parties;
Convinced that this Agreement will contribute to thefurther development of the overall relationship between theContracting Parties;
Have agreed as follows:
Article 1
For the purposes of this Agreement,(1) The term “investment” means every kind of asset
owned or controlled, directly or indirectly, by aninvestor, including:(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;

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(c)

bonds, debentures, loans and other forms of debt,
including rights derived therefrom;Note:

Notwithstanding subparagraph (c):(i)

a loan to or debt instrument issued by afinancial institution is an investment only
where it is treated as regulatory capital by
a Contracting Party in whose Area thefinancial institution is located;(ii)

a loan granted by or debt instrument owned
by a financial institution, other than aloan to or debt instrument of a financial
institution referred to in (i), is not an
investment; and(iii)

a loan to, or debt instrument issued by, aContracting Party or a state enterprise
thereof is not an investment.

(d)rights under contracts, including turnkey,
construction, management, production or revenuesharing 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, licenses,
authorizations, 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.

- 2 -Investments may also include amounts yielded byinvestments that are re-invested, in particular, profit,
interest, capital gains, dividends, royalties and fees. Achange in the form in which assets are invested does notaffect their character as investments.
Note:

It is confirmed that nothing in the Agreement
shall apply to investments made by investors ofa Contracting Party in violation of theapplicable laws and regulations of either orboth of the Contracting Parties.

(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 makes investments in the Area of the other Contracting
Party.
(3) The term “enterprise of a Contracting Party”
means any legal person or any other entity duly constitutedor organized under and regulated by the applicable laws andregulations of that Contracting Party, whether or not for
profit, and whether private or government owned orcontrolled, including any corporation, trust, partnership,
sole proprietorship, joint venture, association,organization or company.
(4) The term “investment activities” means operation,
management, maintenance, use, enjoyment and sale or otherdisposal of investments.
(5)

The term “Area” means:(a)with respect to Japan: its territory, and theexclusive economic zone and the continental shelfwith respect to which Japan exercises sovereign
rights or jurisdiction in accordance withinternational law; and(b)with respect to Ukraine: the land territory,
internal waters and territorial sea of Ukraine
and the airspace above them as well as themaritime zones beyond the territorial sea
including the seabed and subsoil, over which
Ukraine exercises sovereign rights or
jurisdiction in accordance with its national laws
in force and international law.

- 3 -(6) The term “freely usable currency” means freely
usable currency as defined under the Articles of Agreementof the International Monetary Fund.
(7) The term “tax convention” means a convention for
the avoidance of double taxation or other international
taxation agreement or arrangement.
(8) The term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade Organization, done
at Marrakesh, April 15, 1994.
Article 2
1.
Each Contracting Party shall encourage and create
favorable 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 investments of investors of
the other Contracting Party.
Article 3
Nothing in this Agreement shall be construed so as toderogate from:(a)laws and regulations, administrative practices orprocedures, or administrative or judicial
decisions of either Contracting Party;(b)obligations under the international agreements
which are in force between the Contracting
Parties; or(c)obligations which either Contracting Party may
have entered into with regard to investments madeby an investor of the other Contracting Party;

that entitle investments and investment activities totreatment more favorable than that accorded by thisAgreement.
Article 41.
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.

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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.
Article 51.
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.
2.
Each Contracting Party shall in its Area endeavor toaccord to investors of the other Contracting Party and totheir investments treatment no less favorable than thetreatment it accords in like circumstances to investors ofa non-Contracting Party and to their investments withrespect 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.
3.
This Article shall not be construed so as to oblige aContracting Party to extend to the investors of the other
Contracting Party the benefit of any treatment, preferenceor privilege which may be extended by the former
Contracting Party by virtue of any customs union, free
trade area, a monetary union, similar international
agreements leading to such unions or free trade areas,
including such association agreements, or other forms ofregional economic cooperation to which either Party is or
may become a party.
4.
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 18 that are provided for in otherinternational bilateral and multilateral agreements between
a Contracting Party and a non-Contracting Party or nonContracting Parties.

- 5 -Article 6
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 endeavor 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.
Article 7
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 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 defense ofsuch investors’ rights.
Article 8
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;

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(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:
(i)

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

the requirement concerns the transfer ofintellectual property rights which isundertaken in a manner not inconsistent with
the Agreement on Trade-Related Aspects ofIntellectual 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.

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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 91.
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.
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 10
Each Contracting Party shall, in accordance with its
laws and regulations, endeavor to provide, except in casesof emergency or of purely minor nature, a reasonable
opportunity for comments by the public before the adoption,
amendment or repeal of regulations of general applicationthat affect any matter covered by this Agreement.
Article 11
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.

- 8 -Article 12
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 13
1.
Neither Contracting Party shall expropriate or
nationalize investments in its Area of investors of theother Contracting Party or take any measure equivalent to
expropriation or nationalization (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 and Article
6.

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 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 realizable 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.

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4.
Without prejudice to the provisions of Article 18, 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 14
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 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 to inparagraph 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 into
freely usable currencies.
Article 15
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 Party or
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 13, 14, and 16
shall apply mutatis mutandis.

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Article 16
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 pursuant to a loan agreement;(d)proceeds of the total or partial sale or
liquidation of investments;(e)earnings and remuneration received by nationalsof the other Contracting Party who were permitted
to work in connection with an investment in the
Area of the former Contracting Party;(f)payments made in accordance with Articles 13 and14; and(g)payments arising out of the settlement of adispute under Article 18.

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;(c)criminal or penal offenses; or(d)ensuring compliance with orders or judgments in
adjudicatory proceedings.

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Article 171.
Each Contracting Party shall accord sympathetic
consideration to, and shall afford adequate opportunity for
consultations regarding, such representations as the other
Contracting Party may make with respect to any matter
affecting the operation of this Agreement.
2.
Any dispute between the Contracting Parties as to theinterpretation or 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 thirty (30) 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 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 thearbitrators appointed by each Contracting Party within thefurther period of thirty (30) days referred to in 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 decision by a majority of votes. Suchdecision shall be final and binding.
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 18
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 the investor of that other
Contracting Party or its investments in the Area of theformer 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 to inthis 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, besettled 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 six 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 disputeto 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, done at
Washington, March 18, 1965 (hereinafter referred
to in this Article as “the ICSID Convention”), solong as the ICSID Convention is in 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, adopted by the United Nations Commission on
International Trade Law; 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 arbitrations set forth in paragraph 4 chosen by thedisputing investor.

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6.
Notwithstanding paragraph 5, no investment disputes
may be submitted to arbitration set forth in paragraph 4,
if more than three years have elapsed since the date on
which the disputing investor acquired or should have firstacquired, whichever is the earlier, the knowledge that the
disputing investor had incurred loss or damage referred toin 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 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.

8.
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 the investment
dispute was submitted; and(b)copies of all pleadings filed in the arbitration.

9.
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”).

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10. 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 aswell 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 19
1.
Notwithstanding any other provisions in this Agreement
other than the provisions of Article 14, each Contracting
Party may take any measure:
(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.

2.
In cases where a Contracting Party takes any measure,pursuant to paragraph 1, that does not conform with the
obligations of the provisions of this Agreement other thanthe provisions of Article 14, that Contracting Party shallnot use such measure as a means of avoiding its
obligations.
Article 20
1.
A Contracting Party may adopt or maintain measures notconforming with its obligations under Article 4 relating tocross-border capital transactions and Article 16:(a)in the event of serious balance-of-payments andexternal financial difficulties or threat
thereof; or- 15 -

(b)2.

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(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 21
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.
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 theobligations of the Contracting Party under this Agreement.

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Article 22
1.
The Contracting Parties shall grant and ensure theadequate and effective protection of intellectual property
rights, and promote efficiency and transparency inadministrations 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 theconsultations, each Contracting Party shall, in accordancewith its applicable laws and regulations, take appropriate
measures to remove the factors which are recognized ashaving adverse effects to the investments of investors of
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.
Article 23
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 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.
3.
Articles 1, 6, 7, 9, 13 and 28 shall apply to taxation
measures.
4.
Articles 17 and 18 shall apply to disputes regarding
taxation measures to the extent covered by paragraph 3.
5.
Article 24 shall apply to matters regarding taxation
measures to the extent covered by paragraph 3.

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Article 24
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
favorable 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.
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 and the sub-committee establishedpursuant to paragraph 5 shall meet upon the request ofeither Contracting Party.
Article 25
The Contracting Parties recognize 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 labor
standards. To this effect each Contracting Party should
not waive or otherwise derogate from such measures andstandards as an encouragement for the establishment,
acquisition or expansion of investments in its Area by
investors of the other Contracting Party and of a nonContracting Party.

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Article 26
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.

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.
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 27

Upon the request of either Contracting Party, theContracting Parties shall undertake a review of thisAgreement, with a view to further promoting andprogressively liberalizing investment between theContracting Parties.
Article 28
1.
Each Contracting Party shall send through diplomaticchannels to the other the notification confirming that its
internal procedures necessary for the entry into force of
this Agreement have been completed. This Agreement shallenter into force on the thirtieth day after the date ofreceipt of the latter notification.
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2.
This Agreement shall remain in force for a period often (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.
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 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.
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
authorized, have signed this Agreement.
DONE at Kyiv on this fifth day of February, 2015 induplicate, in the Japanese, Ukrainian and English
languages, all texts being equally authentic. In case ofany divergence in interpretation, the English text shallprevail.

FOR JAPAN:角

FOR UKRAINE:

茂樹

Aivaras Abromavicius- 20 -