AGREEMENT BETWEENJAPAN AND THE ORIENTAL REPUBLIC OF URUGUAYFOR THE LIBERALIZATION,PROMOTION AND PROTECTION OF INVESTMENT

AGREEMENT BETWEENJAPAN AND THE ORIENTAL REPUBLIC OF URUGUAYFOR THE LIBERALIZATION,PROMOTION AND PROTECTION OF INVESTMENT
Japan and the Oriental Republic of Uruguay(hereinafter referred to as “the Contracting Parties”),
Desiring to further promote investment in order tostrengthen the economic relationship between theContracting Parties;
Intending to further create stable, equitable,favorable and transparent conditions for greater investment
by investors of one Contracting Party in the Area of theother Contracting Party, based on the principles of
equality and mutual benefit;
Recognizing the growing importance of the progressive
liberalization of investment for stimulating initiative ofinvestors and for promoting prosperity and mutuallyfavorable business environment in the Contracting Parties;
Recognizing that these objectives can be achieved
without relaxing health, safety and environmental measuresof general application; andRecognizing the importance of the cooperative
relationship between labor and management in promoting
investment between the Contracting Parties;
Have agreed as follows:
Article 1
Definitions
For the purposes of this Agreement:(a)the term “investment” means every kind of asset
owned or controlled, directly or indirectly, by
an investor, which has the characteristics of aninvestment, such as the commitment of capital orother resources, the expectation of gain or
profit, or the assumption of risk, including:(i)an enterprise and a branch of an enterprise;

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(ii)

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

bonds, debentures, loans and other forms ofdebt, including rights derived therefrom,but does not include a sovereign debt of,regardless of original maturity, aContracting Party or a debt of a state
enterprise;
Note 1:

Some forms of debt, such as bonds,
debentures, and long-term notes,
are more likely to have thecharacteristics of an investment,
while other forms of debt, such asa bank account that does not have acommercial purpose and is related
neither to an investment in the
territory in which the bank accountis located nor to an attempt tomake such an investment, are lesslikely to have suchcharacteristics.

Note 2:For the purposes of this Agreement,
claims to payment that are
immediately due and result from thesale of goods or services are notinvestments.

(iv)

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

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

rights conferred pursuant to laws andregulations or contracts such asconcessions, licenses, authorizations, andpermits, including those for the
exploration, exploitation and extraction ofnatural resources; and- 2 -(vii)

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

Investments include the amounts yielded byinvestments, in particular, profit, interest,
capital gains, dividends, royalties and fees. Achange in the form in which assets are invested
does not affect their character as an investment.
For greater certainty, this provision shall apply
only where the assets still fall within thedefinition contained in this subparagraph.
Note:
(b)

The term “investment” does not include anorder or judgment entered in a judicial oradministrative action.

the term “investor of a Contracting Party” means:(i)a natural person having the nationality ofthat Contracting Party in accordance with
its applicable laws and regulations; or
Note:

(ii)

This Agreement shall not apply toinvestments of natural persons who
are nationals of both Contracting
Parties unless such natural persons
have at the time of the investment
and ever since been domiciled outside
the Area of the Contracting Party inwhich they made such investments;

an enterprise of that Contracting Party,

that seeks to make, is making or has made aninvestment in the Area of the other Contracting
Party;Note:(c)

It is understood that an investor of aContracting Party seeks to makeinvestments in the Area of the other
Contracting Party only when the investor
has taken concrete steps necessary to makeinvestments.

an enterprise is:

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(i)

“owned” by an investor if more than fifty(50) percent of the equity interest in it isowned by the investor; and(ii)“controlled” by an investor if the investor
has the power to name a majority of its
directors or otherwise to legally direct its
actions;(d)the term “enterprise” means any legal person or
any other entity duly constituted or organizedunder the applicable laws and regulations,
whether or not for profit, and whether private or
government owned or controlled, including any
corporation, trust, partnership, sole
proprietorship, joint venture, association,organization or company;(e)the term “enterprise of a Contracting Party”
means any legal person or any other entity:(i)duly constituted or organized under theapplicable laws and regulations of thatContracting Party, whether or not for
profit, and whether private or government
owned or controlled, including any
corporation, trust, partnership, sole
proprietorship, joint venture, association,organization or company; and(ii)carrying out substantial business activities
in the Area of the Contracting Party;(f)the term “investment activities” means
establishment, acquisition, expansion, operation,
management, maintenance, use, enjoyment and saleor other disposal of investments;(g)

the term “Area” means:(i)with respect to Japan, the territory ofJapan, and the exclusive economic zone andthe continental shelf with respect to which
Japan exercises sovereign rights or
jurisdiction in accordance withinternational law; and

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(ii)

with respect to the Oriental Republic of
Uruguay, the territory of the Oriental
Republic of Uruguay, including land
territory, internal waters, territorial sea
including their seabed and subsoil and air
space over them under its sovereignty, andthe exclusive economic zone and thecontinental shelf with respect to which the
Oriental Republic of Uruguay exercises
sovereign rights or jurisdiction, in
accordance with international law and its
domestic laws and regulations;(h)the term “existing” means being in effect on thedate of entry into force of this Agreement;(i)the term “freely usable currency” means freely
usable currency as defined under the Articles ofAgreement of the International Monetary Fund;(j)the term “the WTO Agreement” means the Marrakesh
Agreement Establishing the World Trade
Organization, done at Marrakesh, April 15, 1994;(k)“government procurement” means the process bywhich a government obtains the use of or acquires
goods or services, or any combination thereof,
for governmental purposes and not with a view tocommercial sale or resale, or use in the
production or supply of goods or services forcommercial sale or resale; and(l)the term “the TRIPS Agreement” means theAgreement on Trade-Related Aspects ofIntellectual Property Rights in Annex 1C to the
WTO Agreement.
Article 2
Scope and Coverage

1.
This Agreement shall apply to measures adopted or
maintained by a Contracting Party relating to:(a)investors of the other Contracting Party;(b)

investments of an investor of the other
Contracting Party in the Area of the former
Contracting Party existing on the date of entry
into force of this Agreement, as well as
investments established, acquired or expanded
thereafter; and

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(c)

with respect to Articles 8 and 27, allinvestments in the Area of the former Contracting
Party.

2.
This Agreement shall not apply to claims arising outof events which occurred, or any situation that ceased toexist, or to claims which had been settled, prior to its
entry into force.
3.
Nothing in this Agreement shall be construed toprevent a Contracting Party from providing a service or
performing a function such as the implementation andenforcement of laws, correctional services, pension or
unemployment insurance or social security services, social
welfare, public education, public training, health, childprotection and care, in a manner not inconsistent with thisAgreement.
Article 3
National Treatment
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.
Article 4
Most-Favored-Nation Treatment
Each Contracting Party shall in its Area accord toinvestors of the other Contracting Party and to theirinvestments treatment no less favorable than the treatment
it accords in like circumstances to investors of a nonContracting Party and to their investments with respect toinvestment activities.
Note:

It is understood that the treatment referred to inthis Article to be accorded with respect toinvestors and their investments does not include
dispute resolution mechanisms, such as those in
Article 21, which are provided for in otherinternational investment treaties or trade
agreements between a Contracting Party and a nonContracting Party.

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Minimum Standard of Treatment
1.
Each Contracting Party shall in its Area accord toinvestments of investors of the other Contracting Party
treatment in accordance with customary international law,
including fair and equitable treatment and full protection
and security.
2.
Paragraph 1 prescribes the customary international law
minimum standard of treatment of aliens as the standard oftreatment to be accorded to investments of investors of theother Contracting Party. The concepts of “fair andequitable treatment” and “full protection and security” do
not require treatment in addition to or beyond that whichis required by that standard, and do not create additional
substantive rights. The obligation in paragraph 1 toprovide:(a)“fair and equitable treatment” includes theobligation of the Contracting Party not to denyjustice in criminal, civil, or administrative
adjudicatory proceedings in accordance with theprinciple of due process of law; and(b)“full protection and security” requires eachContracting Party to provide the level of police
protection required under customary internationallaw.

3.
A determination that there has been a breach ofanother provision of this Agreement, or of a separate
international agreement, does not establish that there has
been a breach of this Article.
Article 6
Other Obligations
Each Contracting Party, subject to its laws, shall doall in its power to ensure that a written agreement withregard to a specific investment, between a national
authority of that Contracting Party and an investor of theother Contracting Party or its investment that is anenterprise in the Area of the former Contracting Party, isrespected, provided that the written agreement is withrespect to:(a)natural resources that a national authority
controls;(b)supply of services to the public on behalf of theformer Contracting Party; or

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(c)

infrastructure projects, that are not for the
exclusive or predominant use and benefit of thegovernment.

Note 1:“National authority” means an authority at thecentral level of government.

Note 2:“Written agreement” refers to an agreement inwriting, executed by both parties, whether in asingle instrument or in multiple instruments, thatcreates an exchange of rights and obligations,binding on both parties under the law applicable
under subparagraph 14(b) of Article 21. For
greater certainty, (a) a unilateral act of an
administrative or judicial authority, such as apermit, license or authorization issued by aContracting Party solely in its regulatory
capacity, or a decree, order, or judgment,
standing alone; and (b) an administrative or
judicial consent decree or order, shall not be
considered a written agreement.
Article 7
Access to the Courts of Justice

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 to investors of a
non-Contracting Party with respect to access to the courtsof justice and administrative tribunals and agencies in all
degrees of jurisdiction, both in pursuit and in defense ofsuch investors’ rights.
Article 8
Performance Requirements
1.
Neither Contracting Party may impose or enforce any of
the following requirements, or enforce any commitment or
undertaking, in connection with investment activities of aninvestor of a Contracting Party or of a non-Contracting
Party in its Area:(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 a natural person
or an enterprise 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 the investor produce orprovide by relating such sales in any way to thevolume or value of its exports or foreignexchange earnings;(f)to transfer technology, a production process orother proprietary knowledge to a natural person
or an enterprise in its Area; or(g)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.
Neither Contracting Party may condition the receipt orcontinued receipt of an advantage, in connection withinvestment activities of an investor of a Contracting Partyor of a non-Contracting Party in its Area, on compliancewith any of the following requirements:(a)to achieve a given level or percentage ofdomestic content;(b)

to purchase, use or accord a preference to goods
produced in its Area, or to purchase goods from anatural person or an enterprise in its Area;(c)to relate in any way the volume or value ofimports to the volume or value of exports or to
the amount of foreign exchange inflows associatedwith investments of that investor; or(d)to restrict sales of goods or services in its
Area that investments of the investor produce orprovide by relating such sales in any way to thevolume or value of its exports or foreignexchange earnings.

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3.

(a)

Nothing in paragraph 2 shall be construed toprevent a Contracting Party from conditioning thereceipt or continued receipt of an advantage, inconnection with investment activities of aninvestor of a Contracting Party or of a nonContracting Party in its Area, on compliance witha requirement to locate production, supply aservice, train or employ workers, construct orexpand particular facilities, or carry out
research and development, in its Area.

(b)

Subparagraph 1(f) shall not apply when:(i)the requirement is imposed or the commitment
or undertaking is enforced by a court,
administrative tribunal or competition
authority to remedy an alleged violation ofcompetition laws; or(ii)

the requirement concerns the transfer or useof intellectual property rights ordisclosure of proprietary information whichis undertaken in a manner not inconsistent
with the TRIPS Agreement.

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

(d)Subparagraphs 1(a), 1(b), 1(c), 2(a) and 2(b),shall not apply to qualification requirements forgoods or services with respect to export
promotion and foreign aid programs.

4.
Paragraphs 1 and 2 shall not apply to any requirement
other than the requirements set out in those paragraphs.
Article 9
Senior Management and Boards of Directors
1.
Neither Contracting Party may require that anenterprise of that Contracting Party that is an investmentof an investor of the other Contracting Party, appoint tosenior management positions natural persons of any
particular nationality.

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2.
A Contracting Party may require that a majority of theboard of directors, or any committee thereof, of anenterprise of that Contracting Party that is an investment,
be of a particular nationality, or resident in the Area ofthe former Contracting Party, provided that the requirement
does not materially impair the ability of the investor to
exercise control over its investment.
Article 10
Non-Conforming Measures
1.

Articles 3, 4, 8 and 9 shall not apply to:(a)any existing non-conforming measure that ismaintained by the following, as set out in the
Schedule of each Contracting Party in Annex I:(i)the central government of a Contracting
Party; or(ii)a prefecture of Japan or a department of the
Oriental Republic of Uruguay;(b)

any existing non-conforming measure that ismaintained by a local government other than aprefecture and a department referred to in
subparagraph (a)(ii);(c)

the continuation or prompt renewal of any nonconforming measure referred to in subparagraphs(a) and (b); or(d)an amendment or modification to any nonconforming measure referred to in subparagraphs(a) and (b), provided that the amendment or
modification does not decrease the conformity ofthe measure as it existed immediately before theamendment or modification, with Articles 3, 4, 8
and 9.

2.
Articles 3, 4, 8 and 9 shall not apply to any measurethat a Contracting Party adopts or maintains with respect
to sectors, sub-sectors or activities set out in its
Schedule in Annex II.
3.
Neither Contracting Party shall, under any measure
adopted after the date of entry into force of thisAgreement and covered by its Schedule in Annex II, require
an investor of the other Contracting Party, by reason of
its nationality, to sell or otherwise dispose of aninvestment that exists at the time the measure becomes
effective.

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4.
In cases where a Contracting Party makes an amendment
or a modification to any existing non-conforming measure
set out in its Schedule in Annex I or where a Contracting
Party adopts any new or more restrictive measure withrespect to sectors, sub-sectors or activities set out in
its Schedule in Annex II after the date of entry into forceof this Agreement, the Contracting Party shall, to theextent possible, notify the other Contracting Party ofdetailed information on such amendment, modification ormeasure.
5.
Each Contracting Party shall endeavor, whereappropriate, to reduce or eliminate the non-conforming
measures specified in its Schedules in Annexes I and II
respectively.
6.
Articles 3, 4, 8 and 9 shall not apply to any measure
covered by the exceptions to, or derogations from,obligations under Articles 3 and 4 of the TRIPS Agreement,as specifically provided in Articles 3 through 5 of the
TRIPS Agreement.
7.
Articles 3, 4, 8 and 9 shall not apply to any measurethat a Contracting Party adopts or maintains with respect
to government procurement.
8.
Articles 3, 4, 8 and 9 shall not apply to subsidies or
grants provided by a Contracting Party, including
government-supported loans, guarantees, and insurance.
Article 11
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 make publicly available
the names and addresses of the competent authorities
responsible for laws, regulations, administrative
procedures and administrative rulings, referred to inparagraph 1.
3.
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.

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4.
Paragraphs 1 and 3 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 12
Special Formalities and Information Requirements
1.
Nothing in Article 3 shall be construed to prevent aContracting Party from adopting or maintaining a measurethat prescribes special formalities in connection withinvestment activities of investors of the other Contracting
Party in its Area, provided that such special formalities
do not impair the substance of the rights of such investors
under this Agreement.
2.
Notwithstanding Articles 3 and 4, a Contracting Party
may require an investor of the other Contracting Party or
its investments to provide information concerning its
investments solely for informational or statistical
purposes. The Contracting Party shall protect suchinformation that is confidential from any disclosure thatwould prejudice the competitive position of the investor of
the latter Contracting Party or its investments. Nothing inthis paragraph shall be construed so as to prevent aContracting Party from otherwise obtaining or disclosing
information in connection with the equitable and good faithapplication of its law.
Article 13
Public Comment Procedures
Each Contracting Party shall, in accordance with its
applicable laws and regulations, endeavor to provide a
reasonable opportunity for comments by the public before
the adoption, amendment or repeal of regulations of generalapplication that affect any matter covered by thisAgreement.
Article 14
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.

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Article 15
Entry, Sojourn and Residence of Investors
Each Contracting Party shall, in accordance with its
applicable laws and regulations, give sympathetic
consideration to applications for entry, sojourn andresidence of a natural person having the nationality of theother Contracting Party who wishes to enter the former
Contracting Party and remain therein for the purpose ofinvestment activities.
Article 16
Expropriation and Compensation
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 5.

2.
The compensation shall be equivalent to the fairmarket value of the expropriated investments at the time
when the expropriation was publicly announced or when the
expropriation occurred, whichever is earlier. The fairmarket value shall not reflect any change in value
occurring because the expropriation had become publicly
known earlier.
3.
The compensation shall be paid without delay and shall
include interest at a commercially reasonable rate, taking
into account the length of time until the time of payment.
It shall be effectively realizable and freely transferable,
and shall be freely convertible into freely usable
currencies at the market exchange rate prevailing on thedate of expropriation.
4.
This Article shall not apply to the issuance ofcompulsory licenses granted in relation to intellectual
property rights, or to the revocation, limitation, or
creation of intellectual property rights, to the extent
that such issuance, revocation, limitation or creation isconsistent with the TRIPS Agreement.

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Article 17
Protection from Strife
1.
Each Contracting Party shall accord to investors of
the other Contracting Party that have suffered loss ordamage relating to their investments in the Area of theformer Contracting Party due to armed conflict or a stateof emergency such as revolution, insurrection, civil
disturbance or any other similar event in the Area of thatformer Contracting Party, treatment, as regards
restitution, indemnification, compensation or any othersettlement, that is no less favorable than the treatment 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 into freely usable currencies.
Article 18
Subrogation
1.
If a Contracting Party or its designated agency makes
a payment to any investor of that Contracting Party under
an indemnity, guarantee or insurance contract, pertaining
to an investment 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 transfer of such payment, the provisions of Articles
16, 17, and 19 shall apply mutatis mutandis.
2.
This Article does not recognize the right of claim
under Article 21 of a Contracting Party or its designatedagency solely based on the fact that either has made apayment based on an indemnity, guarantee or insurance
contract against commercial risk.

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Article 19
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:(a)the initial capital and additional amounts tomaintain or increase investments;(b)

profits, interest, capital gains, dividends,
royalties, fees and other current incomes
accruing from investments;(c)payments made under a contract including loan
payments in connection with investments;(d)proceeds of the total or partial sale or
liquidation of investments;(e)earnings and remuneration of personnel from theother Contracting Party engaged in activities inconnection with investments in the Area of theformer Contracting Party;(f)payments made in accordance with Articles 16 and17; and(g)payments arising out of the settlement of adispute under Article 21.

2.
Each Contracting Party shall further ensure that suchtransfers may be made without delay in freely usable
currencies at the market exchange rate prevailing on thedate of the transfer.
3.
Notwithstanding paragraphs 1 and 2, a Contracting
Party may delay or prevent a transfer through theequitable, non-discriminatory and good-faith application ofits laws and regulations relating to:(a)bankruptcy, insolvency or the protection of therights of creditors;(b)issuing, trading or dealing in securities;(c)criminal or penal offenses;- 16 -

(d)reports or record keeping of transfers ofcurrency or other monetary instruments requiredin accordance with applicable laws andregulations; or(e)ensuring compliance with orders or judgments in
adjudicatory proceedings.

Article 20
Settlement of Dispute between the Contracting Parties
1.
Each Contracting Party shall accord sympathetic
consideration to, and shall afford adequate opportunity for
consultation regarding, such representations as the other
Contracting Party may make with respect to any matter
affecting the interpretation and application of thisAgreement.
2.
Any dispute between the Contracting Parties as to theinterpretation and application of this Agreement, notsatisfactorily adjusted by diplomacy within a period of six(6) months, shall be referred for decision to anarbitration board. Such arbitration board shall be composedof three (3) arbitrators, with each Contracting Party
appointing one (1) arbitrator within a period of thirty(30) days from the date of receipt by either Contracting
Party from the other Contracting Party of a note requesting
arbitration of the dispute, and the third arbitrator to beagreed upon as President by the two (2) arbitrators so
chosen, in consultation with the Contracting Parties,
within a further period of thirty (30) days, provided thatthe third arbitrator shall not be a national of either
Contracting Party nor have his or her usual place ofresidence in either Contracting Party, nor be employed byeither Contracting Party.
3.
If the necessary appointments referred to in paragraph2 have not been made within the periods referred to in thatparagraph, either Contracting Party may, unless otherwise
agreed, request the President of the International Court ofJustice to make such appointments.
4.
If the President of the International Court of Justiceis prevented from performing the duty referred to inparagraph 3 or is a national of either Contracting Party,
the Vice-President shall be requested to make the necessary
appointments. If the Vice-President is prevented fromperforming the above-mentioned duty or is a national ofeither Contracting Party, the necessary appointments shallbe made by the most senior judge who is not a national ofeither Contracting Party.

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5.
In appointing the arbitrators, the Contracting Parties
consider that arbitrators of an arbitration board should:(a)have expertise in investment and experience inlaw or in international trade;(b)

be chosen strictly on the basis of objectivity,
reliability and sound judgment; and(c)

not receive instructions from the government ofeither Contracting Party.

6.
The arbitration board shall, within a reasonable
period of time, reach its decision by a majority of votes.
Such decision shall be final and binding.
7.
Without prejudice to the provisions of paragraph 6,each Contracting Party may request the arbitration board,
within fifteen (15) days after the notification of its
decision, a clarification or interpretation of thedecision. The arbitration board shall decide on such
request within fifteen (15) days after the request is made.
8.
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 21
Settlement of Investment Disputes between a Contracting
Party and an Investor of the Other Contracting Party
1.
For the purposes of this Agreement, “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.
2.
Any investment dispute shall, as far as possible, besettled amicably through consultations or negotiations
between the investor who is a party to an investment
dispute (hereinafter referred to as “disputing investor”)
and the Contracting Party that is a party to the investment
dispute (hereinafter referred to as “disputing Party”).

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3.
If the investment dispute cannot be settled throughsuch consultations or negotiations between the disputing
investor and the disputing Party (hereinafter referred toin this Article as “disputing parties”) within six (6)months from the date on which the disputing investor
requested in writing the disputing Party for consultations
or negotiations, and if the disputing investor has not
submitted the investment dispute for resolution to courtsof justice or administrative tribunals under the law of the
disputing Party or any other binding dispute settlement
mechanism, the disputing investor may, subject to paragraph7, submit the investment dispute to one of the followinginternational 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; or(d)if agreed with the disputing Party, any
arbitration in accordance with other arbitration
rules.

4.
At least ninety (90) days before submitting any
investment dispute to arbitration under this Article, thedisputing investor shall deliver to the disputing Party awritten notice of its intention to submit the investment
dispute to arbitration (hereinafter referred to in this
Article as “notice of intent”). The notice of intent shallspecify:(a)the name and address of the disputing investor;(b)

the provisions of this Agreement alleged to havebeen breached;(c)the legal and factual basis for that claim; and- 19 -

(d)the relief sought and the approximate amount ofdamages claimed.

5.
Each Contracting Party hereby consents to thesubmission of an investment dispute by a disputing investor
to arbitration set forth in paragraph 3 chosen by thedisputing investor.
6.
The consent given by paragraph 5 and the submission bya disputing investor of an investment dispute toarbitration shall satisfy the requirements of:(a)

Chapter II of the ICSID Convention or the
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, done
at New York, June 10, 1958 (hereinafter referred
to in this Article as “New York Convention”) foran agreement in writing.

7.
No investment dispute may be submitted to arbitration
under this Article unless:(a)the disputing investor consents in writing toarbitration in accordance with the procedures set
out in this Article; and(b)the disputing investor gives the disputing Party
written waiver of any right to initiate before
any administrative tribunal, or court of justiceunder the law of the disputing Party, or otherdispute settlement procedures, any proceedings
with respect to the investment dispute.
Note: For greater certainty, if the disputing
investor has submitted an investment
dispute to an arbitration by virtue ofwritten waiver in accordance with
subparagraph (b), the election of forum
shall be definitive.

8.
Notwithstanding paragraph 7, the disputing investor
may initiate or continue an action that seeks interim
injunctive relief that does not involve the payment ofdamages before an administrative tribunal or court ofjustice under the law of the disputing Party.

- 20 -

9.
Once the disputing investor has submitted aninvestment dispute to administrative tribunal or court ofjustice of the disputing Party, the election of forum shallbe definitive and the disputing investor may not submit
thereafter the same investment dispute to any arbitration
under this Article.
10. Notwithstanding paragraph 5, no investment dispute may
be submitted to arbitration set forth in paragraph 3, if
more than three (3) 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.
11. Unless the disputing parties agree otherwise, anarbitral tribunal established under paragraph 3 shallcomprise three (3) arbitrators, one (1) 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 (60) 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
by either of the disputing parties, to appoint thearbitrator or arbitrators not yet appointed from the ICSID
Panel of Arbitrators subject to the requirements ofparagraphs 12 and 13.
12. In appointing the arbitrators, the disputing parties
consider that arbitrators of an arbitral tribunal should:(a)have expertise in investment and experience inlaw or in international trade;(b)

be chosen strictly on the basis of objectivity,
reliability and sound judgment; and(c)

not receive instructions from the government ofeither Contracting Party.

13. 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, nor havedealt with the investment dispute in any capacity.

- 21 -

14.

(a)

An arbitral tribunal established under paragraph3 shall decide the issues in dispute inaccordance with this Agreement and applicable
rules of international law.

(b)

Where a disputing investor submits a claim basedon Article 6, the arbitral tribunal shall decideon that claim in accordance with this Article andthe following:(i)the rules of law specified in the pertinent
written agreement, or other rules of law thedisputing parties may agree upon; or(ii)

in the absence of rules of law referred toin subparagraph (i):(A)

such rules of international law as may
be applicable; and(B)

the law of the disputing Party,
including its rules on the conflict oflaws.

15. 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.

16. 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.
17.

The arbitral tribunal may award only:(a)a judgment whether or not there has been a breachby the disputing Party of any obligation under
this Agreement with respect to the disputing
investor and its investments; and(b)

one or both of the following remedies, only ifthere has been such a breach:(i)monetary damages and applicable interest;and- 22 -

(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.

The arbitral tribunal may also award cost andattorney’s fees in accordance with this Agreement andapplicable arbitral rules.
Note:

For greater certainty, the arbitral tribunal
may not award punitive damages.

18. The disputing Party may make available to the public
in a timely manner all documents, including an award,
submitted to, or issued by, an arbitral tribunal
established under paragraph 3, subject to redaction of:(a)confidential business information;(b)

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

(c)

information which shall be withheld pursuant to
the relevant arbitration rules.

19. Unless the disputing parties agree otherwise, thearbitration shall be held in a country that is a party to
the New York Convention.
20. The award rendered by the arbitral tribunal shall befinal and binding upon the disputing parties in respect ofthe particular case. This award shall be executed inaccordance with 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.
Note:

For the purpose of this Article, it is understoodthat neither Contracting Party shall be obliged todisclose confidential information or information
which is privileged or otherwise protected fromdisclosure under its applicable laws and regulations
or to disclose information which could impede law
enforcement or otherwise be contrary to the public
interest, or which would prejudice privacy orlegitimate commercial interests.

- 23 -

Article 22
General and Security Exceptions
1.
Subject to the requirement that such measures are notapplied by a Contracting Party in a manner which would
constitute a means of arbitrary or unjustifiable
discrimination against the other Contracting Party, or a
disguised restriction on investments of investors of theother Contracting Party in the Area of the former
Contracting Party, nothing in this Agreement shall be
construed so as to prevent the former Contracting Party
from adopting or enforcing measures:(a)necessary to protect human, animal or plant lifeor health;(b)necessary to protect public morals or to maintainpublic order, provided that the public order
exception may only be invoked where a genuine andsufficiently serious threat is posed to one of
the fundamental interests of society;(c)necessary to secure compliance with the laws or
regulations which are not inconsistent with theprovisions of this Agreement including thoserelating to:(i)the prevention of deceptive and fraudulent
practices or to deal with the effects of a
default on contract;(ii)

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

safety;(d)

imposed for the protection of national treasuresof artistic, historic or archaeological value; or(e)necessary for the conservation of living or nonliving exhaustible natural resources.

2.
Nothing in this Agreement other than Article 17 shallbe construed to prevent a Contracting Party from adopting
or enforcing measures:(a)which it considers necessary for the protectionof its essential security interests:- 24 -

(b)(i)

taken in time of war, or armed conflict, orother emergency in that Contracting Party or
in international relations; or(ii)relating to the implementation of national
policies or international agreements
respecting the non-proliferation of weapons;orin pursuance of its obligations under the United
Nations Charter for the maintenance ofinternational peace and security.
Article 23
Temporary Safeguard Measures

1.
A Contracting Party may adopt or maintain measures notconforming with its obligations under Article 3 relating tocross-border capital transactions and Article 19:

2.

(a)

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

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

shall not exceed those necessary to deal with thecircumstances set out in paragraph 1;(c)shall be temporary and shall be eliminated assoon as conditions permit;(d)shall be promptly notified to the other
Contracting Party; and(e)shall avoid unnecessary damages to thecommercial, economic and financial interests of
the other Contracting Party.

- 25 -

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 24
Intellectual Property Rights
1.
The Contracting Parties aiming at further promoting
investment activities shall grant and ensure the adequate
and effective protection of intellectual property rights,
and promote efficiency and transparency in intellectual
property protection system, in accordance with the TRIPS
Agreement and other international agreements to which theContracting Parties are parties.
2.
Nothing in this Agreement shall affect the rights andobligations of the Contracting Parties under multilateralagreements in respect of protection of intellectual
property rights to which the Contracting Parties are
parties.
3.
Nothing in this Agreement shall be construed so as tooblige either Contracting Party to extend to investors of
the other Contracting Party and to their investments
treatment accorded to investors of a non-Contracting Party
and to their investments by virtue of a multilateralagreement in respect of protection of intellectual property
rights, to which the former Contracting Party is a party.
Article 25
Taxation
1.
Nothing in this Agreement shall apply to taxation
measures except as expressly provided for in paragraphs 3
and 4 of this Article.
2.
Nothing in this Agreement shall affect the rights andobligations of either Contracting Party under tax
convention. In the event of any inconsistency between thisAgreement and any such convention, that convention shallprevail to the extent of the inconsistency.
3.
Article 16 shall apply to all taxation measures,
except that a disputing investor that asserts that ataxation measure involves an expropriation may submit aninvestment dispute to arbitration under Article 21 only if:(a)the disputing investor has first referred to thecompetent authorities of both Contracting Parties
in writing the issue of whether that taxation
measure involves an expropriation; and- 26 -

(b)within one hundred and eighty (180) days after
the date of such referral, the competentauthorities of both Contracting Parties fail toagree that the taxation measure is not an
expropriation.

Note: For the purposes of this Article, the term“competent authorities” means:(i)with respect to Japan, the Minister of Financeor his or her authorized representatives, whoshall consider the issue in consultation with
the Minister for Foreign Affairs or his or her
authorized representatives; and(ii)

with respect to the Oriental Republic of
Uruguay, the Minister of Economy and Finance or
his or her authorized representatives.

4.
Article 21 shall apply to disputes regarding taxation
measures to the extent covered by paragraph 3.
Article 26
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;(b)

to review the non-conforming measures maintained,
amended or modified pursuant to paragraph 1 of
Article 10 for the purpose of contributing to the
reduction or elimination of such non-conforming
measures;(c)to exchange information on and to discuss
investment-related matters within the scope of
this Agreement, which relate to improvement ofinvestment environment; and(d)to discuss any other investment-related mattersconcerning this Agreement.

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.

- 27 -

3.
The Committee shall be composed of representatives of
the Contracting Parties. The Committee may, upon mutual
consent of the Contracting Parties, invite representativesof relevant entities other than the Government of theContracting Parties with the necessary expertise relevantto the issues to be discussed, and hold joint meetings withthe private sectors.
4.
The Committee shall determine its own rules ofprocedure to carry out its functions.
5.
The Committee may establish sub-committees anddelegate specific tasks to such sub-committees.
6.
The Committee shall meet upon the request of either
Contracting Party.
Article 27
Health, Safety and Environmental Measuresand Labor Standards
Each Contracting Party shall refrain from encouraging
investment by investors of the other Contracting Party orof 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 or standards
as an encouragement for the establishment, acquisition or
expansion in its Area of investments by investors of theother Contracting Party and of a non-Contracting Party.
Article 28
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.

- 28 -

2.
A Contracting Party may deny the benefits of thisAgreement to an investor of the other Contracting Party
that is an enterprise of the other Contracting Party and to
its investments if the enterprise is owned or controlled byan investor of a non-Contracting Party and the enterprise
has no substantial business activities in the Area of theother Contracting Party.
Article 29
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 30
Review
In the third year following the date of entry into
force of this Agreement or a year on which the Contracting
Parties otherwise agree, whichever comes first, with a viewto the possible improvement of the investment environment,
the Contracting Parties may review this Agreement. Suchreview may take into consideration, among others, thefunctioning of the Agreement, the prohibition of additional
performance requirements including with regard to a license
contract, corporate social responsibility, and progressive
liberalization of investment.
Article 31
Final Provisions
1.
This Agreement shall enter into force on the thirtieth
day after the date of exchange of diplomatic notes
informing each other that their respective legal procedures
necessary for the entry into force of this Agreement havebeen completed. It shall remain in force for a period often (10) years after its entry into force and shallcontinue in force unless terminated as provided inparagraph 3.
2.
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.
3.
A Contracting Party may, by giving one (1) year’s
advance notice 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.

- 29 -

4.
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 (10) years from the date of termination of thisAgreement.
5.
The Annexes to this Agreement shall form an integral
part of this Agreement.
IN WITNESS WHEREOF, the undersigned, being duly
authorized by their respective Governments, have signed
this Agreement.
DONE in duplicate at Montevideo, on this twenty-sixth
day of January, 2015, in the Japanese, Spanish and English
languages, all three texts being equally authentic. In caseof divergence of interpretation, the English text shallprevail.

FOR JAPAN:

FOR THE ORIENTAL REPUBLIC
OF URUGUAY:
Luis Porto

田中径子- 30 -

Annex I
Reservations for Measures referred toin paragraph 1 of Article 10
1.
The Schedule of a Contracting Party sets out, pursuant
to paragraph 1 of Article 10, the reservations taken bythat Contracting Party with respect to existing measuresthat do not conform with obligations imposed by:

2.

(a)

Article 3 (National Treatment);(b)

Article 4 (Most-Favored-Nation Treatment);(c)

Article 8 (Performance Requirements); or(d)Article 9 (Senior Management and Boards of
Directors).

Each reservation sets out the following elements:(a)“Sector” refers to the general sector in which
the reservation is taken;(b)“Sub-Sector” refers to the specific sector inwhich the reservation is taken;(c)“Industry Classification” refers, whereapplicable, and only for transparency purposes,to the activity covered by the reservationaccording to domestic or international industry
classification codes;(d)“Type of Reservation” specifies the obligations
referred to in paragraph 1 for which thereservation is taken;(e)“Level of Government” indicates the level ofgovernment maintaining the measure for which thereservation is taken;(f)“Measures” identifies the existing laws,
regulations or other measures for which thereservation is taken. A measure cited in the“Measures” element:(i)means the measure as amended, continued, or
renewed as of the date of entry into forceof this Agreement; and(ii)

includes any subordinate measure adopted or
maintained under the authority of andconsistent with the measure; and- 31 -

(g)“Description” sets out, with regard to the
obligations referred to in paragraph 1, a
general, non-binding description of the nonconforming aspects of the existing measures forwhich the reservation is taken.

3.
In the interpretation of a reservation, all elementsof the reservation shall be considered. A reservation shallbe interpreted in the light of the relevant provisions of
this Agreement against which the reservation is taken. The“Measures” element shall prevail over all the otherelements.
4.
In accordance with paragraph 1 of Article 10, theobligations specified in the “Type of Reservation” element
do not apply to the laws, regulations, or other measures
identified in the “Measures” element.
5.
For the purposes of this Annex, “JSIC” means Japan
Standard Industrial Classification set out by the Ministryof Internal Affairs and Communications, and revised on
November 6, 2007.

- 32 -

Schedule of Japan1

Sector:Agriculture, Forestry and Fisheries(Plant Breeder’s Right)

Sub-Sector:
Industry
Classification:

JSIC 0119

Miscellaneous crop
farming

JSIC 0243

Tree seed gathering andforest nursery services

JSIC 0413

Seaweed aquaculture

JSIC 0415

Seed aquaculture

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

Seeds and Seedlings Law(Law No. 83 of 1998), Article 10

Description:

A foreign person who has neither adomicile nor residence (nor the placeof business, in the case of a legal
person) in Japan cannot enjoy a plant
breeder’s right or related rights
except in any of the following cases:

Most-Favored-Nation Treatment(Article 4)(a)where the country of which theperson is a national or thecountry in which the person has
a domicile or residence (or its
place of business, in the caseof a legal person) is acontracting party to theInternational Convention for theProtection of New Varieties ofPlants of December 2, 1961, as
Revised at Geneva on November
10, 1972, on October 23, 1978,and on March 19, 1991;- 33 -

(b)where the country of which theperson is a national or thecountry in which the person has
a domicile or residence (or its
place of business, in the caseof a legal person) is acontracting party to theInternational Convention for theProtection of New Varieties ofPlants of December 2, 1961, as
Revised at Geneva on November
10, 1972, and on October 23,
1978(hereinafter referred to inthis Annex as “the 1978 UPOV
Convention”), or a country in
relation with which Japan shallapply the 1978 UPOV Conventionin accordance with paragraph (2)of Article 34 of the 1978 UPOV
Convention, and further provides
the protection for plant genus
and species to which theperson’s applied variety
belongs; or(c)where the country of which theperson is a national provides
Japanese nationals with theprotection of varieties under
the same condition as its own
nationals (including a country
which provides such protection
for Japanese nationals under thecondition that Japan allows
enjoyment of the plant breeder’sright or related rights for thenationals of that country), andfurther provides the protection
for plant genus and species towhich the person’s appliedvariety belongs.

- 34 -

2

Sector:Finance

Sub-Sector:

BankingIndustry
Classification:

JSIC 622

Banks, except central
bank

JSIC 631

Financial institutions
for small-businesses

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 35 -

3

Sector:Heat Supply

Sub-Sector:
Industry
Classification:

JSIC 3511

Heat supply

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 36 -

4

Sector:Information and Communications

Sub-Sector:

Telecommunications

Industry
Classification:

JSIC 3700

Head offices primarily
engaged in managerial
operations

JSIC 3711

Regional
telecommunications,
except wire broadcast
telephones

JSIC 3731

Services incidental totelecommunications

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

1.
Nippon Telegraph and Telephone
Corporation may not enter the nameand address in its register ofshareholders if the aggregate of theratio of the voting rights directly
and/or indirectly held by the
persons set forth in subparagraphs(a) through (c) reaches or exceeds
one third:

Senior Management and Boards of
Directors (Article 9)(a)a natural person who does nothave Japanese nationality;(b)a foreign government or its
representative; and(c)a foreign legal person or aforeign entity.

- 37 -

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

- 38 -

5

Sector:Information and Communications

Sub-Sector:

Telecommunications and Internet
Based Services

Industry
Classification:

JSIC 3711

Regional
telecommunications,
except wire broadcast
telephones

JSIC 3712

Long-distancetelecommunications

JSIC 3719

Miscellaneous fixed
telecommunications

JSIC 3721

Mobiletelecommunications

JSIC 401

Internet based services

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

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 39 -

6

Sector:Manufacturing

Sub-Sector:

Drugs and Medicines Manufacturing

Industry
Classification:

JSIC 1653

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27

Biological preparations

Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261 of
1980), Article 3
Description:

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

- 40 -

7

Sector:Manufacturing

Sub-Sector:

Leather and Leather Products
Manufacturing

Industry
Classification:

JSIC 1189

Textile apparel andaccessories, n.e.c.

JSIC 1694

Gelatine and adhesives

JSIC 192

Rubber and plastic
footwear and its
findings

JSIC 2011

Leather tanning andfinishing

JSIC 2021

Mechanical leather
products, except gloves
and mittens

JSIC 2031

Cut stock and findings
for boots and shoes

JSIC 2041

Leather footwear

JSIC 2051

Leather gloves andmittens

JSIC 2061

Baggage

JSIC 207

Handbags and smallleather cases

JSIC 2081

Fur skins

JSIC 2099

Miscellaneous leather
products

JSIC 3253

Sporting and athletic
goods

Note 1:

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

- 41 -

Note 2:

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

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 42 -

8

Sector:Matters Related to the Nationalityof a Ship

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

The Japanese nationality shall begiven to a ship whose owner is aJapanese national, or a company
established under Japanese laws andregulations, of which all the
representatives and not less than
two-thirds of the executives
administering the affairs are
Japanese nationals.

Senior Management and Boards of
Directors (Article 9)- 43 -

9

Sector:MiningSub-Sector:
Industry
Classification:

JSIC 05

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

Only a Japanese national or aJapanese legal person may havemining rights or mining leaserights.

- 44 -

Mining and quarrying ofstone and gravel

10

Sector:Oil Industry

Sub-Sector:
Industry
Classification:

Type of
Reservation:

JSIC 053

Crude petroleum andnatural gas production

JSIC 1711

Petroleum refining

JSIC 1721

Lubricating oils andgreases (not made inpetroleum refineries)

JSIC 1741

Paving materials

JSIC 1799

Miscellaneous petroleum
and coal products

JSIC 4711

Ordinary warehousing

JSIC 4721

Refrigerated
warehousing

JSIC 5331

Petroleum

JSIC 6051

Petrol stations(gasoline service
stations)

JSIC 6052

Fuel stores, except
gasoline service
stations

JSIC 9299

Miscellaneous businessservices, n.e.c.

Note 1:

The activities covered by
the reservation under JSIC
1741, 1799, 4711, 4721 or
6052 are limited to theactivities related to oil
industry.

Note 2:

The activities covered by
the reservation under JSIC
9299 are limited to theactivities related toliquefied petroleum gas
industry.

National Treatment (Article 3)- 45 -

Level of
Government:

Central Government

Measures:

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

Description:

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

- 46 -

11

Sector:Agriculture, Forestry and Fisheries,
and Related Services (except
Fisheries within the TerritorialSea, Internal Waters, Exclusive
Economic Zone and Continental Shelf
provided for in the reservation
No. 7 in the Schedule of Japan in
Annex II)Sub-Sector:
Industry
Classification:

JSIC 01

Agriculture

JSIC 02

Forestry

JSIC 03

Fisheries, except
aquaculture

JSIC 04

Aquaculture

JSIC 6324

Agricultural
cooperatives

JSIC 6325

Fishery and fisheryprocessing cooperatives

JSIC 871

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

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

Foreign Exchange and Foreign
Trade Law (Law No. 228 of 1949),
Article 27
Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261
of 1980), Article 3- 47 -

Description:

The prior notification requirement
under the Foreign Exchange andForeign Trade Law applies to foreign
investors who intend to makeinvestments in agriculture, forestry
and fisheries, and related services(except fisheries within the
territorial sea, internal waters,
exclusive economic zone andcontinental shelf provided for in
the reservation No. 7 in the
Schedule of Japan in Annex II) in
Japan.

- 48 -

12

Sector:

Security Guard Services

Sub-Sector:
Industry
Classification:

JSIC 9231

Guard services

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 49 -

13

Sector:Transport

Sub-Sector:

Air Transport

Industry
Classification:

JSIC 4600

Head offices primarily
engaged in managerial
operations

JSIC 4611

Air transport

Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:

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

Description:

1.
The prior notification
requirement under the Foreign
Exchange and Foreign Trade Law
applies to foreign investors who
intend to make investments in airtransport business in Japan.
2.
Permission of the Minister ofLand, Infrastructure, Transport andTourism for conducting air transportbusiness as a Japanese air carrier
is not granted to the following
natural persons or entities applying
for the permission:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or aforeign public entity or its
equivalent;- 50 -

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

In the event an air carrier falls
into a natural person or an entity
referred to in subparagraphs (a)through (d), the permission willlose its effect. The conditions forthe permission also apply tocompanies, such as holding
companies, which have substantial
control over the air carriers.
3.
Japanese air carrier or thecompany having substantial control
over such air carrier, such as aholding company, may reject therequest from a natural person or anentity set forth in subparagraphs2(a) through (c), who owns equity
investments in such air carrier orcompany, to enter its name andaddress in the register ofshareholders, in the event such air
carrier or company falls into alegal person referred to in
subparagraph 2(d) by accepting such
request.
4.
Foreign air carriers are
required to obtain permission of the
Minister of Land, Infrastructure,
Transport and Tourism to conduct
international air transportbusiness.

- 51 -

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

- 52 -

14

Sector:Transport

Sub-Sector:

Air Transport

Industry
Classification:

JSIC 4600

Head offices primarily
engaged in managerial
operations

JSIC 4621

Aircraft service,
except air transport

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

Foreign Exchange and Foreign Trade
Law (Law No. 228 of 1949), Article 27

Senior Management and Boards of
Directors (Article 9)

Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261
of 1980), Article 3
Civil Aeronautics Law (Law No. 231 of
1952), Chapters 7 and 8
Description:

1.
The prior notification
requirement under the Foreign
Exchange and Foreign Trade Law
applies to foreign investors who
intend to make investments in aerial
work business in Japan.
2.
Permission of the Minister ofLand, Infrastructure, Transport andTourism for conducting aerial workbusiness is not granted to thefollowing natural persons or entities
applying for the permission:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or a foreign
public entity or its equivalent;- 53 -

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

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

- 54 -

15

Sector:Transport

Sub-Sector:

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

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

1.
An aircraft owned by any of
the following natural persons or
entities may not be registered in
the national register:Senior Management and Boards of
Directors (Article 9)(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or aforeign public entity or its
equivalent;(c)a legal person or other entity
constituted under the laws of
any foreign country; and(d)a legal person represented by
the natural persons or entities
referred to in subparagraph(a), (b) or (c); a legal personof which more than one-third of
the members of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph(a), (b) or (c); or a legal
person of which more than onethird of the voting rights areheld by the natural persons or
entities referred to in
subparagraph (a), (b) or (c).

- 55 -

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

- 56 -

16

Sector:Transport

Sub-Sector:

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

Industry
Classification:

JSIC 4441

Collect-and-deliver
freight transport

JSIC 4821

Deliver freighttransport, except
collect-and-deliver
freight transport

Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:

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

Description:

The following natural persons or
entities are required to beregistered with, or to obtain
permission or approval of, theMinister of Land, Infrastructure,
Transport and Tourism for conducting
freight forwarding business using
international shipping. Suchregistration shall be made, or suchpermission or approval shall be
granted, on the basis ofreciprocity:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or a foreign
public entity or its
equivalent;- 57 -

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

- 58 -

17

Sector:Transport

Sub-Sector:

Freight Forwarding Business (onlyfreight forwarding business using
air transportation)

Industry
Classification:

JSIC 4441

Collect-and-deliver
freight transport

JSIC 4821

Deliver freighttransport, except
collect-and-deliver
freight transport

Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:

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

Description:

1.
The following natural persons
or entities may not conduct freight
forwarding business using airtransportation between points within
Japan:(a)a natural person who does nothave Japanese nationality;(b)a foreign country, or foreign
public entity or its
equivalent;(c)a legal person or other entity
constituted under the laws of
any foreign country; and- 59 -

(d)a legal person represented by
the natural persons or entities
referred to in subparagraph(a), (b) or (c); a legal personof which more than one-third of
the members of the board of
directors are composed of thenatural persons or entities
referred to in subparagraph(a), (b) or (c); or a legal
person of which more than onethird of the voting rights areheld by the natural persons or
entities referred to in
subparagraph (a), (b) or (c).

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

- 60 -

18

Sector:Transport

Sub-Sector:

Railway Transport

Industry
Classification:

JSIC 421

Railway transport

JSIC 4851

Railway facilities
services

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 61 -

19

Sector:Transport

Sub-Sector:

Road Passenger Transport

Industry
Classification:

JSIC 4311

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

Foreign Exchange and Foreign
Trade Law (Law No. 228 of 1949),
Article 27

Common omnibus
operators

Cabinet Order on Foreign Direct
Investment (Cabinet Order No. 261
of 1980), Article 3
Description:

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

- 62 -

20

Sector:Transport

Sub-Sector:

Water Transport

Industry
Classification:

JSIC 452

Coastwise transport

JSIC 453

Inland water transport

JSIC 4542

Coastwise ship leasing

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 63 -

21

Sector:Transport

Sub-Sector:

Water Transport

Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

Most-Favored-Nation Treatment(Article 4)- 64 -

22

Sector:

Water Supply and Waterworks

Sub-Sector:
Industry
Classification:

JSIC 3611

Water for end users,
except industrial users

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:

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

Description:

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

- 65 -

Schedule of the Oriental Republic of Uruguay
1

Sector:Fisheries

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Ley Nº 13.833
Ley Nº 14.650
Ley Nº 18.498
Ley Nº 19.175
Decreto Nº 149/997
Decreto Nº 233/004

Description:

Commercial fishing, including marine
hunting activities, performed ininternal waters and in the
territorial sea within a distance of
twelve (12) miles, measured from thebase lines, are reserved exclusively
to licensed Uruguayan-flagged
vessels, without prejudice toarrangements in international
agreements concluded by the Oriental
Republic of Uruguay (hereinafterreferred to in this Schedule as“Uruguay”) on the basis ofreciprocity. Such vessels must becommanded by captains, merchantmarine officials, or fishing masters
that are Uruguayan nationals and at
least ninety (90) percent of the crewof such vessels must be Uruguayan
nationals. This percentage could bealtered in compliance withinternational agreements.
The crew of fishing vessels licensed
in Uruguay that operate exclusively
in international waters, must have aminimum of seventy (70) percent of
Uruguayan nationals.

- 66 -

Commercial foreign-flagged vessels
are only allowed to fish and hunt
between the twelve (12) miles area
referred to in the first paragraphand two hundred (200) nautical miles,
subject to authorization of the
Executive Branch, as recorded in theregistry maintained by the Dirección
Nacional de Recursos Acuáticos.
Before starting their activities,
they must obtain a license and apermit.
The authorization to exercise all
fishery related activities, including
industrialization and trading shallbe granted by the Executive Branch.
In the event of national institutions
or individuals, all Uruguayan-flagged
vessels are exempted from the paymentof permits and inspections provided
for scientific fishing and hunting.
The processing and industrializationof fish may be subject to arequirement that the fish be totallyor partially processed in Uruguay.

- 67 -

2

Sector:Communications – Print MediaSub-Sector:

1

Type of
Reservation:

Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Ley Nº 16.099 (Article 6)

Description:

Only Uruguayan nationals may be theredactor o gerente responsable1 (theresponsible editor or manager) of anewspaper, magazine, or periodical
in Uruguay.

“Redactor o gerente responsable” is the person liable under civil
and criminal law for the content of a particular newspaper, magazine,or periodical publication.

- 68 -

3

Sector:Communications – Television, Motion
Pictures and Audiovisual Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Performance requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Ley Nº 16.099
Ley Nº 18.284

Description:

The redactor o gerente responsable2(the responsible director or
manager) of a television subscriber
enterprise (cable, satellite, MMDS
and UHF coded) shall be Uruguayan
national.
The Instituto del Cine y del
Audiovisual del Uruguay may, as
indicated by its functions:

2(a)promote, encourage andstimulate the creation,
production, co-production,
distribution and exhibition of
Uruguayan films and audiovisual
works throughout the country
and abroad;(b)

implement reciprocity
agreements with otherInstitutes to grant and obtain
preferential access to therespective national markets;“Redactor o gerente responsable” is the person liable under civil
and criminal law for the content of a particular television, motion
picture or audiovisual service in any form.

- 69 -

(c)promote actions to display aminimum of national production
in fictional works,
documentaries and animatedfilms on national television
media and its dissemination in
the international market; and(d)promote actions to display aminimum of national production
in movie theatres that comprisethe exhibition movies circuit.

- 70 -

4

Sector:

Educational services - Primary andSecondary Level

Sub-Sector:
Type of
Reservation:

Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:

Ordenanza Nº 14, Resolución Nº 20
del Acta Nº 86 de 19/12/1994 de laAdministración Nacional de Educación
Pública

Description:

The Principal and Vice-Principal of
the educational institutes shall be
Uruguayan natural or legal citizens
or permanent residents in Uruguay
for a period not less than three (3)years.

- 71 -

5

Sector:

Educational services - Tertiary
Level

Sub-Sector:
Type of
Reservation:

Performance Requirements (Article 8)

Level ofGovernment:

Central Government

Measures:Ley Nº 12.549
Decreto Nº 308/995

Description:

The absolute majority of theacademic staff shall be integrated
by Uruguayan natural or legal
citizens, or permanent residents in
Uruguay for a period not less than
three (3) years. They shall have aperfect command of the Spanish
language.

Senior Management and Boards of
Directors (Article 9)

The statutes of Tertiary
Institutions shall provide
administrative and academic
management bodies and procedures forappointing their members, most ofwhich must be Uruguayan natural or
legal citizens, or have a residence
in Uruguay of least three (3) years.

- 72 -

6

Sector:MiningSub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:Ley Nº 18.813
Decreto-Ley Nº 15.242 and its
regulatory decrees

Description:

All mineral reservoirs from the sea
or land subsoil or that come tosurface of the national territory,
constitute inalienably andimprescriptibly the domain of theState.

Performance Requirements (Article 8)

Notwithstanding the preceding
paragraph, the deposits ofsubstances of non-metallic minerals(including deposits of substances
non-metallic minerals, which are
directly used as building materials,
without industrial process to
identify a physical or chemicaltransformation of mineral substance)
are reserved to be exploited by theproperty site owner, under theconditions laid down in Decreto-Ley
Nº 15.242 and its amendments.
Prospecting and exploration ofmineral deposits and mining shall
only be done:(a)by the State or State Entities;(b)

under a mining title

The enjoyment of mining rights
attributed by the respective title
is regulated by specific provisions
and the provisions of the specificcontract.

- 73 -

The holder of a concession tooperate that is in a position toexport metal ores, shall provide thedomestic market fifteen (15) percentof the value of each export
operation at “free on board” price.

- 74 -

7

Sector:Railway Transportation Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:

Sector Ferroviario – Marco Jurídico
Regulatorio, Resolución delMinisterio de Transporte y Obras
Públicas Nº 1.767 del 27 deNoviembre de 2003
Acuerdo sobre Transporte
Internacional Terrestre (ATIT),
Resolución del Ministerio deTransporte y Obras Públicas del 10de Mayo de 1991 and published in
Diario Oficial of July 8, 1991
Ley Nº 17.930 (Article 205)
Decreto-Ley Nº 14.798
Decreto Nº 262/013

Description:

In order to provide railway
passenger and cargo transportation
services, a railway operator mustobtain a license (Licencia deOperación Ferroviaria) from the
Dirección Nacional de Transporte,
which issues a resolution granting
the license. Among the requirementsfor obtaining the license are:(a)at least fifty one (51) percentof the paid-in capital of therailway operator shall be owned
by Uruguayan nationals
domiciled in Uruguay or by
Uruguayan enterprises that meetthe same requirement for paidin capital; and- 75 -

(b)at least fifty one (51) percentof the railway operator’s boardof directors or managing board
shall be composed of Uruguayan
nationals domiciled in Uruguay.

Under the Acuerdo sobre Transporte
Internacional Terrestre (ATIT) among
the Southern Cone countries(Argentina, Brazil, Chile, Paraguay,
Peru, Uruguay and Bolivia), access tointernational railway cargotransportation services is accorded,on the basis of reciprocity, torailway operators of Uruguay.

- 76 -

8

Sector:Road Transportation Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Acuerdo sobre Transporte
Internacional Terrestre (ATIT),
Resolución del Ministerio deTransporte y Obras Públicas del 10de Mayo de 1991 and published in
Diario Oficial of July 8, 1991
Decreto Nº 230/997
Decreto Nº 274/006
Decreto Nº 285/006

Description:

Regularly Scheduled Collective
Passenger Transportation – The State
reserves to itself the provision of
public regular national andinternational passenger
transportation services, but grants
concessions and permits to private
enterprises. Only Uruguayan
nationals or Uruguayan enterprises
may be granted such concessions andpermits.
Uruguayan enterprises are those (i)managed, (ii) controlled, and (iii)
in which more than fifty (50)percent of the capital is owned by
Uruguayan nationals domiciled in
Uruguay.
Non-Regularly Scheduled Collective
Passenger Transportation (touristand non-tourist transportation) The provision of these services isreserved to Uruguayan nationals or
Uruguayan enterprises.

- 77 -

International Passenger and Cargo
Transportation – Only enterprises
with more than fifty (50) percent of
their share capital owned andeffectively controlled by Uruguayan
nationals may provide internationalcargo and passenger transportation.
Under the Acuerdo sobre Transporte
Internacional Terrestre (ATIT) among
the Southern Cone countries(Argentina, Brazil, Chile, Paraguay,
Peru, Uruguay and Bolivia), accessto international road cargotransportation services is accorded,on the basis of reciprocity, to road
operators of Uruguay.

- 78 -

9

Sector:Maritime Transportation Services andAncillary Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Ley Nº 12.091
Ley Nº 14.106 (Article 309)
Ley Nº 16.387 (Article 18, as
amended by Ley Nº 16.736(Article 321))
Ley Nº 17.296 (Article 263)
Ley Nº 18.498
Ley Nº 18.891
Decreto-Ley Nº 14.650 (Chapters I,
II, and V)
Decreto Nº 31/994

Description:

Cabotage trade, which covers
domestic vessel transportation
services performed between the ports
and coastal areas of Uruguay,
including rescue operations,
unloading of cargoes, towing, andother vessel operations performed byships in waters within Uruguayan
jurisdiction, shall be reserved to
Uruguayan-flagged vessels. Suchvessels are exempt from designatedtaxes, such as those on equipment,
sales, and income of fleets.
Waivers permitting foreign-flagged
vessels to perform cabotage services
may be granted by the Executive
Branch when Uruguayan-flagged
vessels are not available.
Vessels providing cabotagetransportation services within
Uruguay are subject to the following
requirements:- 79 -

(a)if owned by natural persons,vessels must be owned by
Uruguayan nationals domiciledin Uruguay; and(b)

if owned by an enterprise:(i) fifty one (51) percent of
the owners of such enterprisemust be Uruguayan nationals;(ii) fifty one (51) percent of
the voting shares must be owned
by Uruguayan nationals; and(iii) the enterprise must be
controlled and managed by
Uruguayan nationals.

The cross-river transport ofpassengers and vehicles between
border ports of Uruguay andArgentina is reserved to Uruguayan
and Argentinean flagged vessels.
Half of all cargo transportation of
Uruguayan foreign trade (imports andexports) is reserved to Uruguayanflagged vessels. However, waivers
are granted to foreign-flagged
vessels to carry the reserved
portion of the foreign trade.
Uruguay may impose restrictions onaccess to cargo transportation of
Uruguayan foreign trade on the basisof reciprocity.
Uruguayan-flagged merchant vessels
are entitled to designated tax
exemptions, provided that such
vessels fulfill the following
requirements:(a)

if owned by natural persons,vessels must be owned by
Uruguayan nationals domiciledin Uruguay; and(b)

if owned by an enterprise,
vessels must be under thecontrol and direction of
Uruguayan nationals.

- 80 -

The crew of Uruguayan merchantvessels must meet the following
requirements:(a)ninety (90) percent of the
Officers (including the
Captain, the Chief Engineer andthe Radio Operator) of vessels
operating under a traffic
authorization granted by theCompetent Authority shall be
Uruguayan nationals;(b)

at least ninety (90) percentof the rest of the crew shallbe Uruguayan nationals; and(c)for vessels not operating undera traffic authorization grantedby the Competent Authority,
their Captain, Chief Engineer,
and the Radio Operator or the
Chief Officer must be Uruguayan
nationals.

- 81 -

10

Sector:Air Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Ley Nº 12.018
Ley Nº 18.058
Decreto-Ley Nº 14.305, Código
Aeronáutico
Decreto-Ley Nº 14.653
Decreto-Ley Nº 14.845
Decreto Nº 808/973
Decreto Nº 325/974
Decreto Nº 39/977
Decreto Nº 158/978
Decreto Nº 183/001
Decreto Nº 145/010
Reglamentos Aeronáuticos Uruguayos,
Nº 61, 63, and 65

Description:

Uruguay’s aeronautical traderelationship is based on theprinciple of effective reciprocity.
Concession or authorization inaccordance with international
standards and the provisions of
the Código Aeronáutico (Decreto-Ley
Nº 14.305 and its amendment) and its
regulations are required for theoperation of any aeronauticalactivity, including theestablishment of an agency and acommercial representation for air
tickets sale.

- 82 -

Foreign international aeronauticalenterprises that provide aeronauticalservices from or to Uruguay, or thosewhich do not provide these services
but keep in Uruguay tickets sale
operations for air transportpassengers, directly or throughagents, representatives or third
authorized enterprises (whatever its
nature or denomination) shall pay, as
compensation for the national good
exploitation that imply Uruguayan
aero commercial rights, a percentage
fee up to fifteen (15) percent of theprice of the tickets sold in Uruguaythat comprise the total itineraryagreed, regardless of the form andplace of issuance or payment.
Only a national air transportationenterprise (empresa nacional detransporte aéreo) may operate
aircrafts in domestic airtransportation service (cabotage) andmay provide international scheduled
and non-scheduled air transportation
services as an Uruguayan air carrier.
Domestic air works shall be performed
exclusively by national enterprises.
Unless the State exploits domestic
air works directly, scheduled
domestic air works for passenger,
mail and cargo shall be operated byconcessionaries and non-scheduled air
works shall be operated underauthorization.
Only a national air works enterprise(empresa nacional de servicios detrabajo aéreo) may operate aircraftin domestic non-transportation airservices.
The aeronautical authority may
authorize domestic air services byforeign enterprises provided that thesame rights are granted on areciprocal basis.

- 83 -

In order to be a national airtransportation enterprise (empresanacional de transporte aéreo) or anational air works enterprise(empresa nacional de servicios detrabajo aéreo), an enterprise must be
fifty one (51) percent owned by
Uruguayan nationals domiciled in
Uruguay.
National enterprises shall have
Uruguayan license. However,exceptionally, in order to ensure theprovision of services or for reasonsof national convenience, theaeronautical authority could allow
the use of foreign-licensed
aircrafts.
All crew and other personnel,
including the management of anational air transportationenterprise (empresa nacional detransporte aéreo) or a national air
works enterprise (empresa nacional deservicios de trabajo aéreo), must be
Uruguayan nationals, unless otherwise
authorized by the Dirección Nacionalde Aviación Civil e Infraestructura
Aeronáutica.
In order to apply for theregistration of aircrafts, theirowners shall be domiciled in Uruguay.
In the event of co-ownership, suchcondition shall be verified withregard to fifty one (51) percent of
co-owners whose rights exceed thefifty one (51) percent of theaircraft value. Without prejudice tothe above condition regarding
domicile, the Executive Branch shallregulate other conditions to be
fulfilled by the aircraft owners inorder to register their aircrafts.
Uruguayan-flagged air carriers shallcover, to the extent possible, theiroperative needs, including
maintenance and repair, with domestic
sources.

- 84 -

Air-taxi services are reserved fordomestic enterprises. Foreign
exploiters of air-taxi services may
operate within the Uruguayan
territory and Uruguayan
jurisdictional waters only if theforeign State grants an identicaltreatment to Uruguayan air-services
exploiters, in terms of rights,
benefits or advantages conceded tothem.

- 85 -

11

Sector:Aerophotographic Services andAgricultural Aviation Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored–Nation Treatment(Article 4)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Level ofGovernment:

Central Government

Measures:Decreto-Ley Nº 14.305 Código
Aeronáutico
Decreto Nº 325/974
Decreto Nº 39/977
Decreto Nº 158/978
Decreto Nº 314/994
Decreto Nº 145/010
Decreto del Consejo de Gobierno
Nº 21.409 de 4/7/1952

Description:

Aerophotographic services activities
in free flight areas are allowed tothose who register in the Registro de
Fotógrafos Aéreos. To register inthat registry, the staff, including
navigational personnel, operators andtechnicians shall be Uruguayan
nationals, except that the competentauthority exempts this requirement.
To obtain the permit to conduct asearch with any air transportablesensor, as well as to process suchmaterial in the national territory
and Uruguayan jurisdictional waters,
the requirements to be Uruguayan
nationals or Uruguayan enterprises
must be fulfilled, except in cases
where this requirement is expressly
exempted.

- 86 -

Agricultural aviation. When the
sector requirements circumstantiallycannot be satisfied by national
means, the Executive Branch may, uponrequest from the competent authority,
authorize the temporary entry of
foreign aircrafts.
The air works applied to development(for example prospecting ofhydrocarbons, fishery industry,irrigation studies, geologicalresearch, etc.) are reserved fornational enterprises. Only when
specific requirements cannot be dealt
by national enterprises, thecompetent authority may authorize
temporarily the operations of foreign
enterprises in the national
territory.
Only Uruguayan nationals or Uruguayan
enterprises (including navigational
personnel, operators and technicians)
can register in the Registro deOperadores de Sensores
Aeroespaciales, except where thisrequirement is expressly exempted.
With regard to enterprises, themajority of its directors shall be
Uruguayan nationals.

- 87 -

12

Sector:Financial Services

Sub-sector:

Financial Intermediation (Banking)Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:Decreto-Ley Nº 15.322 (Article 8)

Description:

Branches or subsidiaries of foreign
financial institutions shall not intheir by-laws prohibit Uruguayan
nationals from participating in theboard of directors or in management,or assuming any other position in theinstitution.

Senior Management and Boards of
Directors (Article 9)- 88 -

13

Sector:Financial Services

Sub-sector:

Financial Intermediation (Banking)Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:Ley Nº 18.401 (Article 34)

Description:

The maximum amount of bank deposits
covered by deposit insurance differs
depending on whether the deposits
are denominated in Uruguayan pesos
or another currency.

- 89 -

14

Sector:Financial Services

Sub-sector

Insurance

Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:Ley Nº 16.426 (Article 1)

Description:

The Banco de Seguros del Estado is
the sole entity permitted to provide
workers’ industrial accidents
compensation insurance, and as aresult it may derive a competitive
advantage with respect to its
overall operations.

- 90 -

15

Sector:Financial Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Level ofGovernment:

Central Government

Measures:Ley Nº 15.903 (Article 453)
Ley Nº 17.555 (Article 80)

Description:

The Uruguayan Government and state
enterprises shall deposit funds onlyin the Banco de la República
Oriental del Uruguay.

- 91 -

Annex II
Reservations for Measures referred toin paragraph 2 of Article 10
1.
The Schedule of a Contracting Party sets out, pursuant
to paragraph 2 of Article 10, the reservations taken bythat Contracting Party with respect to specific sectors,
sub-sectors or activities for which it may maintainexisting, or adopt new or more restrictive, measures that
do not conform with obligations imposed by:

2.

(a)

Article 3 (National Treatment);(b)

Article 4 (Most-Favored-Nation Treatment);(c)

Article 8 (Performance Requirements); or(d)Article 9 (Senior Management and Boards of
Directors).

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

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

- 92 -

4.
In accordance with paragraph 2 of Article 10, theobligations specified in the “Type of Reservation” element
do not apply to the sectors, subsectors and activities
identified in the “Description” element.
5.
For the purposes of this Annex, “JSIC” means Japan
Standard Industrial Classification set out by the Ministryof Internal Affairs and Communications, and revised on
November 6, 2007.

- 93 -

Schedule of Japan1

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)

Description:

When transferring or disposing of
its equity interests in, or theassets of, a state enterprise or agovernmental entity, Japan reserves
the right to:

Senior Management and Boards of
Directors (Article 9)(a)prohibit or impose limitations
on the ownership of suchinterests or assets byinvestors of the Oriental
Republic of Uruguay or theirinvestments;(b)

impose limitations on theability of investors of the
Oriental Republic of Uruguay or
their investments as owners ofsuch interests or assets tocontrol any resulting
enterprise; or(c)adopt or maintain any measure
relating to the nationality of
executives, managers or membersof the board of directors of
any resulting enterprise.

Existing
Measures:- 94 -

2

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)

Description:

In the event where the supply oftelegraph services, postal services
and betting and gambling services,manufacture of tobacco products,
manufacture of Bank of Japan notes,
minting and sale of coinage inJapan, which are restricted todesignated enterprises orgovernmental entities, areliberalized to those other than thedesignated enterprises orgovernmental entities, or in theevent where such designatedenterprises or governmental entities
no longer operate on a noncommercial basis, Japan reserves theright to adopt or maintain any
measure relating to those
activities.

Senior Management and Boards of
Directors (Article 9)

Existing
Measures:- 95 -

3

Sector:All Sectors

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)

Description:

National Treatment and MostFavored-Nation Treatment may not be
accorded to investors of the
Oriental Republic of Uruguay andtheir investments with respect tosubsidies.

Most-Favored-Nation Treatment(Article 4)

Existing
Measures:- 96 -

4

Sector:Aerospace Industry

Sub-Sector:

Aircraft Industry
Space Industry

Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

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

Existing
Measures:

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

5

Sector:Arms and Explosives Industry

Sub-Sector:

Arms Industry
Explosives Manufacturing Industry

Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

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

Existing
Measures:

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

6

Sector:EnergySub-Sector:

Electricity Utility Industry
Gas Utility Industry
Nuclear Energy Industry

Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

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

Existing
Measures:

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

7

Sector:Fisheries

Sub-Sector:

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

Industry
Classification:

JSIC 031

Marine fisheries

JSIC 032

Inland water fisheries

JSIC 041

Marine aquaculture

JSIC 042

Inland wateraquaculture

JSIC 8093

Recreational fishingguide businessType of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

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

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

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

8

Sector:Information and Communications

Sub-Sector:

Broadcasting Industry

Industry
Classification:

JSIC 380

Establishments engaged
in administrative or
ancillary economic
activities

JSIC 381

Public broadcasting,
except cablecasting

JSIC 382

Private-sector
broadcasting, except
cablecasting

JSIC 383

CablecastingType of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

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

Existing
Measures:

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

9

Sector:Land Transaction

Sub-Sector:
Industry
Classification:
Type of
Reservation:

National Treatment (Article 3)

Description:

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

Existing
Measures:

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

Most-Favored-Nation Treatment(Article 4)- 103 -

Schedule of the Oriental Republic of Uruguay
1

Sector:

Road, Railway, Airport, and Port
Services and Infrastructure

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

The Oriental Republic of Uruguay(hereinafter referred to in thisSchedule as “Uruguay”) reserves theright to adopt or maintain any
measure with respect to theconcessions relating to road,railway, airport, or port services
and infrastructure as well as therenewal or re-negotiation of existing
concessions.

Existing
Measures:- 104 -

2

Sector:Distribution services of liquid,
solid and gaseous fuels and related
products

Sub-Sector:
Type of
Reservation:

Performance Requirements (Article 8)

Description:

Uruguay reserves the right to adopt
or maintain any measure with respect
to concessions relating to
distribution services of liquid,
solid and gaseous fuels, and related
products, as well as any renewals or
re-negotiations of existing
concessions relating to suchservices.
The Administración Nacional deCombustibles, Alcohol y Portland(ANCAP) grants concessions according
to the law.

Existing
Measures:- 105 -

3

Sector:All Sectors

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

Uruguay reserves the right to adopt
or maintain any measure that accords
rights or preferences to minorities
due to social or economic reasons.

Existing
Measures:- 106 -

4

Sector:All sectors

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

Uruguay reserves the right to adopt
or maintain any measure that limits
the transfer or disposal of any
interest held in an existing StateEnterprise, such that only an
Uruguayan national may obtain suchinterest.
The limitation in the preceding
mentioned above, however, pertains
only to the initial transfer or
disposal of such interest, and not
to subsequent transfers or
disposals.
Uruguay reserves the right to adopt
or maintain any measure that limits
control of, or imposes requirements
on, any new enterprise created by
the transfer or disposal of any
interest as described in thepreceding paragraph, such as throughmeasures relating to the structureof the board of directors, but not
through limitations on the ownershipof the interest transferred.
Uruguay also reserves the right toadopt or maintain any measure
related to the nationality of senior
management and members of the boardof directors in such new enterprise.
A “State Enterprise” means any
enterprise owned or controlled
through participation in its
property by the Uruguayan State, andshall include any enterpriseestablished after the date of entry
into force of this Agreement.

- 107 -

Existing
Measures:- 108 -

5

Sector:Postal Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Description:

Uruguay reserves the right to adopt
or maintain any measure that
restricts the receipt, processing,transport, or delivery of periodic
invoices provided by StateEnterprises, including:(a)

ANTEL - Administración Nacionalde Telecomunicaciones (basic
telecommunications),(b)

UTE - Usinas y Trasmisiones
Eléctricas (electricity
distribution),(c)

OSE – Obras Sanitarias delEstado (water distribution).

Existing
Measures:- 109 -

6

Sector:Social Services

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

Uruguay reserves the right to adopt
or maintain any measure with respect
to the provision of law enforcement
services, and the following services
to the extent they are social
services established or maintained
for a public purpose: rehabilitationand social re-adaptation services,
social security or unemployment
benefits, social welfare, public
education, public training, health,child care, public sewage services,and water supply services.

Existing
Measures:- 110 -

7

Sector:Traditional Events and Festivities

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Description:

Uruguay reserves the right to adopt
or maintain any measure with respect
to the organization and developmentof events relating to popularnational traditions, such as parades
and Carnaval.

Existing
Measures:- 111 -

8

Sector:Railway Transportation Services andAncillary Services

Sub-Sector:
Type of
Reservation:

Performance Requirements (Article 8)

Description:

Uruguay reserves the right to adopt
or maintain performance requirements
in railway transportation services
and ancillary services, provided
that they are adequate, transparent,
and non-discriminatory underUruguayan law.

Existing
Measures:- 112 -

9

Sector:All Sectors

Sub-Sector:
Type of
Reservation:

Most-Favored-Nation Treatment(Article 4)

Description:

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

Existing
Measures:- 113 -

10

Sector:Ground Transportation

Sub-Sector:
Type of
Reservation:

Most-Favored-Nation Treatment(Article 4)

Description:

Uruguay reserves the right to adopt
or maintain any measure that accords
differential treatment to Mercado
Común del Sur (MERCOSUR) member
countries under any bilateral or
multilateral international agreement
relating to ground transportationand entered into pursuant to its
MERCOSUR commitments after the dateof entry into force of thisAgreement.

Existing
Measures:- 114 -

11

Sector:Public Finances

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Description:

Uruguay reserves the right to adopt
or maintain any measure that
restricts the acquisition, sale, orother disposition of bonds, treasury
bills or other debt instrument
issued by the Central Bank of
Uruguay or by the Government of
Uruguay.

Existing
Measures:- 115 -

12

Sector:All Sectors

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Description:

Uruguay reserves the right to adopt
or maintain any measure tending
towards the establishment of a
Border Security Zone along land andriver boundaries of the national
Area.

Existing
Measures:- 116 -

13

Sector:Communications

Sub-sector:

Radio, Television and other
Audiovisual Communication Services

Type of
Reservation:

National Treatment (Article 3)
Performance Requirements (Article 8)
Senior Management and Boards of
Directors (Article 9)

Description:

Uruguay reserves the right to adopt
or maintain any measure relating toradio, television and otheraudiovisual communication services.

Existing
Measures:Decreto-Ley Nº 14.670
Decreto-Ley Nº 15.671 (Article 10)
Ley Nº 16.099 (Article 6)
Ley Nº 18.232
Decreto Nº 734/978 (Articles 8, 9,
and 11)
Decreto Nº 327/980
Decreto Nº 350/986
Decreto Nº 153/012- 117 -

14

Sector:

Rural Property and Agricultural
Exploitations

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)
Most-Favored-Nation Treatment(Article 4)
Performance Requirements (Article 8)

Description:

Uruguay reserves the right to adopt
or maintain any measure that
restricts the purchase and ownershipof rural properties and agricultural
exploitations to enterprises thatare owned by, or which directly or
indirectly involves a foreign state
property or sovereign funds thereof.

Existing
Measures:- 118 -

15

Sector:All sectors

Sub-Sector:
Type of
Reservation:

National Treatment (Article 3)

Description:

National Treatment and Most-FavoredNation Treatment may not be accorded
to investors of the Japan and theirinvestments with respect tosubsidies.

Most-Favored-Nation Treatment(Article 4)

Existing
Measures:- 119 -

Annex III
Expropriation
1.
The Contracting Parties confirm their sharedunderstanding that paragraph 1 of Article 16 is intended toreflect customary international law concerning theobligation of States with respect to expropriation.
2.
A measure or a series of measures by a Contracting
Party cannot constitute an expropriation unless itinterferes with a tangible or intangible, movable or
immovable property, or property interests in an investment.
3.
Paragraph 1 of Article 16 addresses the following two(2) situations:(a)the first situation is direct expropriation,
where investments are nationalized or otherwise
directly expropriated through formal transfer of
title or outright seizure; and(b)the second situation is indirect expropriation,
where a measure or a series of measures of aContracting Party has an effect equivalent todirect expropriation without formal transfer of
title or outright seizure.

4.
The determination of whether a government measure or aseries of government measures of a Contracting Party, in a
specific fact situation, constitutes an indirect
expropriation requires a case-by-case, fact-based inquiry
that considers, among other factors:(a)the economic impact of the government measure orseries of government measures, although the factthat such measure or series of such measures hasan adverse effect on the economic value ofinvestments, standing alone, does not establishthat an indirect expropriation has occurred;(b)the extent to which the government measure orseries of government measures interferes with
distinct and reasonable expectations arising out
of investments; and(c)the character of the government measure,including its objectives.

- 120 -

5.
Except in rare circumstances, such as when a measure
or a series of measures by a Contracting Party is extremely
severe or disproportionate in light of its purpose, nondiscriminatory regulatory actions adopted by theContracting Party that are designed and applied to protect
legitimate public welfare objectives, such as publichealth, safety, and the environment, do not constituteindirect expropriations.

- 121 -

Annex IV
Financial Services
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.
Note:

It is understood that the term “prudential
reasons” includes the maintenance of thesafety, integrity, or stability of individual
financial institutions.

2.
Without prejudice to paragraph 3, a Contracting Party
shall not be prevented from taking non-discriminatory
measures of general application in pursuit of monetary andexchange policies.
3.
Where the measures taken by a Contracting Party
pursuant to paragraphs 1 and 2 do not conform with thisAgreement, they shall not be used as a means of avoiding
the obligations of the Contracting Party under thisAgreement.
4.
With regard to disputes relating to financial
services, Article 20 only applies to disputes regarding
matters that affect the operation, management, maintenance,
use, enjoyment and sale or other disposal of investments or
the investments of investors of a Contracting Party alreadyestablished, acquired or expanded in the Area of the other
Contracting Party in accordance with its laws andregulations.
5.
With regard to investment disputes with respect toinvestments or investment activities of a disputing
investor relating to financial services, Article 21 only
applies to investment disputes regarding investments
already established, acquired or expanded in the Area ofthe disputing Party in accordance with its laws andregulations, as well as the investment activities
associated with such investments.
6.
The arbitration board established under Article 20 or
the arbitral tribunal established under Article 21 for
disputes arising under this Annex shall be composed
entirely of arbitrators who have expertise or experience infinancial services law or practice, which may include thelaws and regulations of financial institutions.

- 122 -

7.
In any dispute submitted to an arbitration board under
Article 20 or an arbitral tribunal under Article 21, in
which a Contracting Party invokes paragraph 1 or 2 of thisAnnex as a defence, the arbitration board or arbitral
tribunal shall require the competent financial authorities
of both Contracting Parties to make a determination on theissue of whether the measure by the Contracting Party which
is a cause of the dispute is included in the measuresreferred to in such paragraph. This determination shall bebinding on the arbitration board or arbitral tribunal andshall be issued within the term of ninety (90) days since
the receipt of the requirement from the arbitration board
or arbitral tribunal. In the case where the competent
financial authorities fail to make the determination within
ninety (90) days, the issue shall be resolved by thearbitration board or arbitral tribunal.
Note:

For the purposes of this paragraph, the term“competent financial authorities” means:(i)with respect to Japan, the Commissioner of
the Financial Services Agency or his or
her authorized representatives, who shallconsider the issue in consultation with
the Minister for Foreign Affairs or his or
her authorized representatives; and(ii)

with respect to the Oriental Republic of
Uruguay, the Minister of Economy and
Finance or his or her authorized
representatives and the President of theCentral Bank of Uruguay or his or her
authorized representatives.

8.
The term “financial services” shall have the same
meaning as in subparagraph 5(a) of the Annex on Financial
Services of the General Agreement on Trade in Services inAnnex 1B to the WTO Agreement.

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