AGREEMENT BETWEENJAPAN AND THE REPUBLIC OF KAZAKHSTANFOR THE PROMOTION
AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE REPUBLIC OF KAZAKHSTANFOR THE PROMOTION
AND PROTECTION OF INVESTMENT
Japan and the Republic of Kazakhstan (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 both Contracting
Parties;
Recognising that these objectives can be achieved
without relaxing measures and standards applicable in the
Areas of the Contracting Parties in the field of health,safety and environment;
Recognising the importance of the cooperative
relationship between labour and management in promoting
investment between the Contracting Parties;
Wishing that this Agreement will contribute to thestrengthening of international cooperation with respect
to the development of international rules on foreign
investment; andBelieving that this Agreement will further deepen
economic partnership between the Contracting Parties;
Have agreed as follows:
Article 1
For the purposes of this Agreement,(1) The term “investments” means every kind of asset
owned or controlled, directly or indirectly, by aninvestor, including:

- 1 -

(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 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 regulationsof a host State or contracts such as concessions,licences, authorisations and permits, including
those for the exploration and exploitation ofnatural 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
the following person or enterprise that seeks to make, ismaking or has made investments in the Area of the other
Contracting Party:(a)a natural person having the nationality of thatContracting Party in accordance with its
applicable laws and regulations; or

- 2 -

(b)
Note:

an enterprise of that Contracting Party;
It is understood that an investor of aContracting Party seeks to make investments in
the Area of the other Contracting Party only
when the investor has taken concrete steps
necessary to make investments, such as when theinvestor has made an application for a permit
or licence which authorises the establishmentof investments.

(3) The term “enterprise of a Contracting Party”
means any legal person or any other entity duly constitutedor organised under the applicable laws and regulations ofthat Contracting Party, whether or not for profit, andwhether private or government owned or controlled,
including any corporation, trust, partnership, sole
proprietorship, joint venture, association, organisationor company;(4) The term “investment activities” means operation,
management, maintenance, use, enjoyment and sale or otherforms of disposal 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; and(6) The term “freely usable currency” means freely
usable currency as defined under the Articles of Agreementof the International Monetary Fund.
Article 2
1.
Each Contracting Party shall promote as far as
possible investment by investors of the other Contracting
Party and, subject to its rights to exercise powers inaccordance with its applicable laws and regulations
including those with regard to foreign ownership andcontrol, admit such investment.

- 3 -

2.
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 entry into force of thisAgreement, vis-à-vis the investors of the other Contracting
Party and their investments with respect to investment
activities as well as the establishment, acquisition andexpansion of investments.
Article 3
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 above, 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 41.
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 and the matters relating to theadmission of investment.
2.
to:

The provisions of paragraph 1 above shall not apply(a)matters related to the acquisition of land
property;(b)

any treatment accorded by a Contracting Party toinvestors of a non-Contracting Party and to theirinvestments on the basis of reciprocity; and(c)any preferential treatment resulting from thememberships of any bilateral and multilateralinternational agreement involving protection of
new varieties of plants, aviation, fishery andmaritime matters.

- 4 -

3.
The provisions of paragraph 1 of this Article shallnot be construed so as to oblige a Contracting Party toextend to investors of the other Contracting Party andtheir investments any preferential treatment by virtue ofany existing or future customs union, economic or monetary
union, free trade area or similar international agreements
to which the former Contracting Party is a party or may
become a party in the future.
Article 51.
Each Contracting Party shall in its Area accord toinvestments of investors of the other Contracting Party
fair and equitable treatment as well as 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.
Article 6
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
Neither Contracting Party shall impose or enforce,in connection with investment activities in its Area of
an investor of the other Contracting Party, any of therequirements listed (a) to (l) of this Article except
for requirements existing at the date of admission of
investments by that investor. No requirements imposedor enforced by a Contracting Party in connection withinvestment activities in its Area of an investor of theother Contracting Party shall be more restrictive thanthose existing at the date of admission of investments bythat investor.
(a)to export a given level or percentage of goods orservices;

- 5 -

(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
or provide by relating such sales in any way tothe volume or value of its exports or foreignexchange earnings;(f)to restrict the exportation or sale for export;(g)

to appoint, as executives, managers or membersof boards of directors, individuals of any
particular nationality;(h)to transfer technology, a production process orother proprietary knowledge to a natural or legal
person or any other entity in its Area, except
when the requirement:(i)

is imposed or enforced by a court,
administrative tribunal or competition
authority to remedy an alleged violationof competition laws; or(ii)concerns the transfer of intellectual
property rights which is undertaken in amanner not inconsistent with any applicablemultilateral agreement in respect ofprotection of intellectual property rights
to which it is a party;(i)to locate the headquarters of that investor for a
specific region or the world market in its Area;(j)to hire a given number or percentage of its
nationals;(k)to achieve a given level or value of research anddevelopment in its Area; or

- 6 -

(l)

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.
Article 81.
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 affectinvestment activities.
2.
Each Contracting Party shall, upon request by theother Contracting Party, promptly respond in writing
to specific written enquiries and provide that other
Contracting Party with information on matters set out inparagraph 1 above, including that relating to a contract
each Contracting Party enters into with regard toinvestment.
3.
The provisions of paragraphs 1 and 2 above shall not
be construed so as to oblige either Contracting Party todisclose confidential information, the disclosure of which
would impede the national law enforcement or otherwise becontrary to the public interest, or which would prejudiceprivacy or legitimate commercial interests.
Article 9
Each Contracting Party shall, in accordance with
its laws and regulations, endeavour to provide, except incases of 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 10
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.

- 7 -Article 11
Each Contracting Party shall, in accordance with
its applicable laws and regulations, give sympathetic
consideration to applications for the entry, sojourn,and residence as well as to issuance of work permit ofa natural person having the nationality of the other
Contracting Party who wishes to enter the territory of theformer Contracting Party and to remain therein for the
purpose of investment activities.
Article 12
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
below; and(d)in accordance with due process of law and Article
5 of this Agreement.

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.

- 8 -

4.
Without prejudice to the provisions of Article 17 of
this Agreement, the investors affected by expropriation
shall have a right of access to the courts of justice oradministrative tribunals or agencies of the Contracting
Party making the expropriation to seek a prompt review of
the investors’ case and the amount of compensation inaccordance with the principles set out in this Article.
Article 13
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 ofthat 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.
2.
Any payment as a means of settlement referred to inparagraph 1 above 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 14
1.
If a Contracting Party or its designated agency makes
a payment to any investor of that Contracting Party undera guarantee or an insurance agreement in relation toinvestments of such investor in the Area of the other
Contracting Party, then the latter Contracting Party shallrecognise the following:(a)the assignment to the former Contracting Party or
its designated agency of any right or claim ofsuch investor on account of which such payment ismade; and(b)the right of the former Contracting Party or its
designated agency due to subrogation to exercise
any such right or claim to the same extent as theoriginal right or claim of the investor.

- 9 -

2.
With regard to the payment to be made to the former
Contracting Party or its designated agency based on theassignment of right or claim as provided for in paragraph1(a) above and the transfer of such payment, Articles 12,
13 and 15 of this Agreement shall apply mutatis mutandis.
Article 15
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 in compliance with the procedures
established by its laws and regulations. Such transfers
shall include, in particular, though not exclusively:(a)the initial capital and additional amounts tomaintain or increase investments;(b)

profits, interest, capital gains, dividends,
royalties, fees and other current incomes
accruing from investments;(c)payments made under a contract including loan
payments in connection with investments;(d)proceeds of the total or partial sale or
liquidation of investments;(e)earnings and remuneration of personnel engaged
from the other Contracting Party who work inconnection with investments in the Area of theformer Contracting Party;(f)payments made in accordance with Articles 12 and
13 of this Agreement; and(g)payments arising out of the settlement of adispute under Article 17 of this Agreement.

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 above, aContracting Party may delay or prevent a transfer throughthe equitable, non-discriminatory and good-faithapplication of its laws and regulations relating to:(a)bankruptcy, insolvency or the protection of therights of creditors;- 10 -

(b)issuing, trading or dealing in securities;(c)criminal or penal offences; or(d)ensuring compliance with orders or judgements in
adjudicatory proceedings.
Article 16

1.
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 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 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 thirtydays, provided that the third arbitrator shall not be anational 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 days referred to in paragraph 2 ofthis Article, 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.

- 11 -

Article 171.

For the purposes of this Article:(a)“investment dispute” means a dispute between aContracting Party and an investor of the other
Contracting Party that has incurred loss ordamage by reason of, or arising out of, analleged breach of any obligation of the former
Contracting Party under this Agreement withrespect to the investor of that other Contracting
Party or its investments in the Area of theformer Contracting Party;(b)“disputing investor” means the investor who is aparty to an investment dispute;(c)“disputing Party” means the Contracting Party
that is a party to the investment dispute; and(d)“disputing parties” means the disputing investor
and the disputing Party.

2.
Nothing in this Article shall be construed so as toprevent a disputing investor from seeking administrative or
judicial settlement within the Area of the disputing Party.
3.
An investment dispute shall, as far as possible, besettled amicably through consultation or negotiation
between the disputing parties.
4.
If an investment dispute cannot be settled throughsuch consultation or negotiation within three months fromthe date on which the disputing investor requested for
consultation or negotiation in writing and if the disputing
investor has not submitted the investment dispute forresolution under courts of justice or administrative
tribunals or agencies, the disputing investor may submit
the investment dispute to one of the followinginternational 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“ICSID Convention”), so long as the ICSID
Convention is in force between the Contracting
Parties;- 12 -

(b)conciliation or arbitration under the Additional
Facility Rules of the International Centre for
Settlement of Investment Disputes, provided thateither Contracting Party, but not both, is aparty to the ICSID Convention;(c)arbitration under the Arbitration Rules of theUnited Nations Commission on International Trade
Law; and(d)if agreed with the disputing Party, any
arbitration in accordance with other arbitration
rules.

5.
The applicable arbitration rules shall govern thearbitration set forth in paragraph 4 above except to theextent modified in this Article.
6.
The disputing investor who intends to submit theinvestment dispute to conciliation or arbitration pursuant
to paragraph 4 of this Article 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:(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)conciliation or arbitration set forth inparagraph 4 of this Article which the disputing
investor will choose; and(d)the relief sought and the approximate amount ofdamages claimed.

7.
Each Contracting Party hereby consents to thesubmission of investment disputes by a disputing investor
to conciliation or arbitration set forth in paragraph 4 ofthis Article chosen by the disputing investor.
8.
The consent given by paragraph 7 above and thesubmission by a disputing investor of a claim toarbitration shall satisfy the requirements of:- 13 -

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

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

9.
Notwithstanding paragraph 7 of this Article, no claim
may be submitted to conciliation or arbitration set forthin paragraph 4 of this Article, if more than three years
have elapsed since the date on which the disputing investoracquired or should have first acquired, whichever is theearlier, the knowledge that the disputing investor had
incurred loss or damage referred to in paragraph 1(a) of
this Article.
10. Notwithstanding paragraph 4 of this Article, thedisputing investor may initiate or continue an action thatseeks interim injunctive relief that does not involve thepayment of damages before an administrative tribunal or
agency or a court of justice under the applicable law ofthe disputing Party.
11. Unless the disputing parties agree otherwise, anarbitral tribunal established under paragraph 4 of this
Article shall comprise three arbitrators, one arbitrator
appointed by each of the disputing parties and the third,
who shall be the presiding arbitrator, appointed byagreement of the disputing parties. If the disputing
investor or the disputing Party fails to appoint anarbitrator or arbitrators within sixty days from thedate on which the investment dispute was submitted toarbitration, the Secretary-General of the International
Centre for Settlement of Investment Disputes (hereinafterreferred to in this Article as “ICSID”) may be requested byeither of the 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 of this Article.
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 the territory of either Contracting Party,
nor be employed by either of the disputing parties, norhave dealt with the investment dispute in any capacity.

- 14 -

13. In the case of arbitration referred to in paragraph 4of this Article, each of the disputing parties may indicate
up to three nationalities, the appointment of arbitratorsof which is unacceptable to it. In this event, theSecretary-General of the ICSID may be requested not toappoint 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 State that is a party to
the New York Convention.
15. An arbitral tribunal established under paragraph 4of this Article shall decide the issues in dispute inaccordance with this Agreement and applicable rules ofinternational law.
16. The disputing Party shall deliver to the other
Contracting Party:(a)written notice of the claim submitted to thearbitration no later than thirty days after thedate on which the claim was submitted; and(b)copies of all pleadings filed in the arbitration.

17. The Contracting Party which is not the disputing Party
may make submissions to the arbitral tribunal on a questionof interpretation of this Agreement, upon written notice tothe disputing parties.
18. The arbitral tribunal may order an interim measureof protection 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(a) of this Article.
19. The award rendered by the arbitral tribunal shall
include:(a)a judgement whether or not there has been abreach by the disputing Party of any obligation
under this Agreement with respect to thedisputing 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:- 15 -

(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 any applicableinterest in lieu of restitution.

Costs may also be awarded in accordance with theapplicable arbitration rules.
20. The award rendered in accordance with paragraph 19
above shall be final and binding upon the disputing
parties. The disputing Party shall carry out without delay
the provisions of the award and provide in its Area for theenforcement of the award in accordance with its relevantlaws and regulations.
21. 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 of this Article, unless the other Contracting
Party shall have failed to abide by and comply with theaward rendered in such investment dispute. Diplomatic
protection, for the purposes of this paragraph, shall notinclude informal diplomatic exchanges for the sole purposeof facilitating a settlement of the investment dispute.
Article 18
1.
Notwithstanding any other provisions in this Agreement
other than the provisions of Article 13 of this Agreement,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.

- 16 -

2.
In cases where a Contracting Party takes any measure,pursuant to paragraph 1 above, that does not conform withthe obligations of the provisions of this Agreement otherthan the provisions of Article 13 of this Agreement, thatContracting Party shall not use such measure as a means of
avoiding its obligations.
Article 19
1.
A Contracting Party may adopt or maintain measures notconforming with its obligations under Article 3 of thisAgreement relating to cross-border capital transactions andArticle 15 of this Agreement:

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 above:(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 above;(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.

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.

- 17 -

Article 20
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.
In cases where a Contracting Party takes any measurepursuant to paragraph 1 above, that does not conform withthe provisions of this Agreement, that Contracting Party
shall not use such measure as a means of avoiding its
obligations under this Agreement.
Article 21
1.
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.
2.
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.
3.
The Contracting Parties shall give due consideration
to the adequate and effective protection of intellectual
property rights and shall promptly consult with each otherfor this purpose at the request of either Contracting
Party. Depending on the results of the consultation, eachContracting Party shall, in accordance with its applicablelaws and regulations, take appropriate measures to remove
the factors which are recognised as having adverse effects
to the investments.
Article 22
1.
Nothing in this Agreement shall apply to taxation
measures except as expressly provided for in paragraphs 3,
4 and 5 of this Article.

- 18 -

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, 5, 6, 8 and 12 of this Agreement shallapply to taxation measures.
4.
Articles 16 and 17 of this Agreement shall apply todisputes regarding taxation measures to the extent coveredby paragraph 3 of this Article.
5.

(a)No investor may invoke Article 12 of thisAgreement as the basis for an investment dispute
under Article 17 of this Agreement, where it has
been determined pursuant to subparagraph (b)below that the taxation measure in question is
not an expropriation.

(b)

The investor shall refer the issue, at the timethat it delivers the notice of intent underparagraph 6 of Article 17 of this Agreement, tothe competent authorities of both Contracting
Parties to determine whether such measure is not
an expropriation. If the competent authorities
of both Contracting Parties do not consider
the issue or, having considered it, fail todetermine, within a period of one hundred andeighty-three days of such referral, that themeasure is not an expropriation, the investor may
submit its claim to arbitration under Article 17of this Agreement.

(c)

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

with respect to the Republic of Kazakhstan,
the Minister of Finance or his or her
authorised representative.

- 19 -

Article 23
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 Contracting Parties. The Committee shall determine its
own rules of procedure to carry out its functions.
4.
The Committee may establish sub-committees anddelegate specific tasks to such sub-committees. The
Committee, upon mutual consent of the Contracting Parties,
may hold joint meetings with the private sectors.
5.
The Committee shall meet upon the request of either
Contracting Party.
Article 24
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 andstandards 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.

- 20 -

Article 25
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.
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.
3.

For the purposes of this Article, an enterprise is:(a)“owned” by an investor if more than fifty percentof the equity interest in it is owned by theinvestor; 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 26

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. It shall remain inforce for a period of ten years after its entry into force
and shall automatically continue in force unless terminatedas provided for in paragraph 2 below.

- 21 -

2.
A Contracting Party may, by giving one year’s advancenotice through diplomatic channels in writing to the other
Contracting Party, terminate this Agreement at the end of
the initial ten year period or at any time thereafter.
3.
This Agreement may be amended by mutual consent of theContracting Parties at any time after its entry into force.
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.
5.
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.
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, have signed this Agreement.
Done at Astana on this twenty-third day of October,2014 in duplicate in the English language.

For Japan:

For the Republic of
Kazakhstan:
A. Isek

蒲原正義- 22 -