BILATERAL INVESTMENT AGREEMENTBETWEENTHE TAIPEI ECONOMIC AND CULTURAL CENTER IN INDIAAND
THE INDIA TAIPEI ASSOCIATION IN TAIPEI

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Preamble
The Taipei Economic and Cultural Center in India (“TECC”) and The India
Taipei Association in Taipei (“ITA”) (hereinafter referred to as the “Party”
individually or the “Parties" collectively);
Desiring to promote bilateral cooperation between the Parties with respect toforeign investments;
Recognizing that the promotion and the protection of investments of investorsof the territory of a Party, in the territory of the other Party will be conducive tothe stimulation of mutually beneficial business activity, to the development of
economic cooperation between them and to the promotion of sustainable
development; andReaffirming the right of the authorities to regulate investments in their territoryin accordance with their law and policy objectives.
Have agreed as follows:
Chapter I – Preliminary
Article 1
Definitions
For the purposes of this Agreement:
1.1 “confidential information” means business confidential information,e.g. confidential commercial, financial or technical information which
could result in material loss or gain or prejudice a disputing party’s
competitive position, and information that is privileged or otherwise
protected from disclosure under the law of the territory in whichinvestment is made;1.2 “enterprise” means:(a)any legal entity constituted, organised and operated incompliance with the law of the territory in which investment is made,including any company,limited liability partnership or a joint venture;and(b)a branch of any such entity established in accordance with thelaw of theterritory in which the investment is made and carryingout business activities there.
1.3 “investment” means an enterprise, directly or indirectly, owned orcontrolled in good faith by an investor in accordance with the law of theterritory in which the investment is made, taken together with the assetsof the enterprise, which has the characteristics of an investment such as
the commitment of capital or other resources, certain duration, theexpectation of gain or profit, the assumption of risk and sufficient
contribution to the development of the Party in whose territory theinvestment is made. An enterprise may possess the following assets:(a) shares, stocks and other forms of equity instruments of theenterprise or inanother enterprise;

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(b)
(c)

a debt instrument or security of another enterprise;a loan to another enterprise(i)where the enterprise is an affiliate of the investor, or(ii)
where the original maturity of the loan is at least three

years;(d) licenses, permits, authorisations or similar rights conferred inaccordance with the law of the territory in which investment is made;(e) rights conferred by contracts, including turnkey, construction,
management, production, revenue-sharing, of a long-term nature suchas those to cultivate, extract or exploit natural resources in accordancewith the law of the territory; or(f) Intellectual property as provided in Article 1 of the Trade
Related Aspects of Intellectual Property Rights (TRIPs), refers to all
categories of intellectual property that are the subject of Sections1
through 7 of Part II of the TRIPs Agreement; and(g) moveable or immovable property and related rights;(h) any other interests of the enterprise which involve substantial
economic activity and out of which the enterprise derives significant
financial value;
For greater clarity, indirect investment means an investment made by aninvestor through a legal entity of a territory of a non-Party, where such legal
entity is substantially owned or controlled, directly by the investor.
For greater clarity, investment does not include the following assets of anenterprise:
(i)

(ii)

(iii)

(iv)

(v)
(vi)
(vii)
(viii)

portfolio investments of the enterprise or in another enterprise;
For greater certainty, portfolio investments means investment
through capital instruments where such investment is less than
10 percent of the post issue paid-up capital on a fully diluted
basis of a listed enterprise or less than 10 percent of the paid up
value of each series of capital instruments of a listed enterprise;debt securities issued by an authority or an enterprise owned orcontrolled by an authority, or loans to an authority or an
enterprise owned or controlled by an authority;
any pre-operational expenditure relating to admission,
establishment, acquisition or expansion of the enterprise
incurred before the commencement of substantial business
operations of the enterprise in the territory where the investment
is made;claims to money that arise solely from commercial contracts forthe sale of goods or services by a natural person or enterprise in
the territory to an enterprise in the other territory;
goodwill, brand value, market share or similar intangible rights;
claims to money that arise solely from the extension of credit inconnection with any commercial transaction;an order or judgment sought or entered in any judicial,administrative or arbitral proceeding; andany other claims to money that do not involve the kind ofinterests or operations set out in the definition of investment inthis Agreement.

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1.4 “investor” means a natural or juridical person of a territory, other than abranch or representative office, that has made an investment in the other
territory ;For the purposes of this definition, a “juridical person” means:(a)a legal entity that is constituted, organised and operated under
the law of the territory and that has substantial business activities
in that territory; or(b)a legal entity that is constituted, organised and operated under
the laws of a territory and that is directly or indirectly owned orcontrolled by a natural person of that territory or by a legal entity
mentioned under subparagraph (a) herein.
1.5 “local authority” includes(a)an urban local body/authority, municipal
body or village level body or (b) an enterprise owned or controlled by anurban local body/authority, municipal body or a village level body.
1.6 “measure” includes a law, regulation, rule, procedure, decision,
administrative action, requirement or practice.
1.7 The term “Pre-investment activity” includes any activities undertakenby the investor or its enterprise prior to the establishment of theinvestment in accordance with the law of the territory in which theinvestment is made. Any activity undertaken by the investor or its
investment pursuant to compliance with sectoral limitations on foreign
equity, and other limits and conditions applicable under any law relating
to the admission of investments in the territory where the investment ismade in specific sectors falls within the meaning of “Pre-investment
activity”.
1.8 “Regional Authority” means an authority at the level of state/union
territory but does not include local authority.
1.9 "Territory" in respect of the Parties means the territory, including theterritorial seas and any maritime areas situated beyond the territorial seas,
over which the authorities of the respective territories of the Parties
exercise jurisdiction in accordance with international law and its relevantlaws.
1.10 “WTO Agreement” means the Marrakesh Agreement Establishing theWorld Trade Organization, done at Marrakesh on 15 April, 1994.
1.11 The Annexures, Provisos and Footnotes in this Agreement constitute an
integral part of this Agreement and are to be accorded the same effect asother provisions in this Agreement.
Article 2
Scope and General Provisions
2.1 This Agreement shall apply to measures adopted or maintained in the
territory in which investment is made, relating to investments of investors4

of the other territory, in its territory, in existence as of the date of entry
into force of this Agreement or established, acquired, or expanded
thereafter, and which have been admitted in the territory in accordancewith its law, regulations and policies.
2.2 Subject to the provisions of Chapter III of this Agreement, nothing in thisAgreement shall extend to any Pre-investment activity related toestablishment, acquisition or expansion of any investment, or to any
measure related to such Pre-investment activities, including terms andconditions under such measure which continue to apply post-investment
to the management, conduct, operation, sale or other disposition of suchinvestments.
2.3 This Agreement shall not apply to claims arising out of events which
occurred, or claims which have been raised prior to the entry into force of
this Agreement.
2.4 This Agreement shall not apply to:(a) any measure by a local authority;(b) any law or measure regarding taxation, including measures taken to
enforce taxation obligations;
For greater certainty, it is clarified that where the authority of a territoryin which investment is made decides that conduct alleged to be a breachof its obligations under this Agreement is a subject matter of taxation,such decision, whether before or after the commencement of arbitralproceedings, shall be non-justiciable and it shall not be open to any
arbitration tribunal to review such decision.
(c) the issuance of compulsory licenses granted in relation to intellectual
property rights, or to the revocation, limitation or creation of
intellectual property rights under domestic law, to the extent that such
issuance, revocation, limitation or creation is consistent with the
obligations under the WTO Agreement;(d) procurement by the authorities of a territory;(e) subsidies or grants provided by the authorities of a territory;and(f) services supplied in the exercise of authority by the relevant body or
authority of a territory. For the purposes of this provision, a service
supplied in the exercise of authority means any service which is not
supplied on a commercial basis.
Chapter II: Obligations of Authorities of a Territory
Article 3
Treatment of investments

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3.1

Investments made by investors shall not be subject to measures, byauthorities of the territory in which the investment is made, whichconstitute a violation of customary international law through:(a) Denial of justice in any judicial or administrative proceedings; or(b) fundamental breach of due process; or(c) targeted discrimination on manifestly unjustified grounds, such as
gender, race or religious belief; or(d) manifestly abusive treatment, such as coercion, duress andharassment.
3.2

Investments of investors of the other territory and investors with respect
to their investments shall be accorded full protection and security. For
greater certainty, “full protection and security” only refers to theauthorities of the territory of a Party’s obligations relating to physicalsecurity of investors and to investments made by the investors of theother territory and not to any other obligation whatsoever.

3.3

A determination that there has been a breach of another provision of thisAgreement, or of a separate international agreement, does not establishthat there has been a breach of this Article.

3.4

In considering an alleged breach of this article, an Arbitral Tribunal
shall take account of whether the investor or, as appropriate, the locallyestablished enterprise, pursued action for remedies before domestic
courts or tribunals prior to initiating a claim under this Agreement.
Article 4
Non-discrimination

4.1

Investor or investments made by investors of the other territory shall beaccorded treatment no less favourable treatment than that accorded, inlike circumstances, to its own investors or to investments by suchinvestors with respect to the management, conduct, operation, sale orother disposition of investments in a territory.

4.2

The treatment accorded under Article 4.1 means, with respect to a
Regional authority, treatment no less favourable than the treatment
accorded, in like circumstances, by that Regional authority to investors,
and to investments of investors, of the territory of which it forms a part.
Article 5
Expropriation

5.1

An investment of an investor of the other territory may not benationalized or expropriated (hereinafter “expropriate”) either directlyor through measures having an effect equivalent to expropriation, except
for reasons of public purpose, in accordance with the due process of law
and on payment of adequate compensation. Such compensation shall beadequate and be at least equivalent to the fair market value of the
expropriated investment immediately on the day before theexpropriation takes place (“date of expropriation”), and shall notreflect any change in value occurring because the intended expropriation

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had become known earlier. Valuation criteria shall include going
concern value, asset value including declared tax value of tangible
property, and other criteria, as appropriate, to determine fair market
value.
5.2

Payment of compensation shall be made in a freely convertible currency.
Interest on payment of compensation, where applicable, shall be paid in
simple interest at a commercially reasonable rate from the date of
expropriation until the date of actual payment. On payment,compensation shall be freely transferable in accordance with Article
6[Transfers].

5.3

The Parties confirm their shared understanding that:(a)Expropriation may be direct or indirect:(i) direct expropriation occurs when an investment isnationalised or otherwise directly expropriated through formaltransfer of title or outright seizure; and(ii) indirect expropriation occurs if a measure or series ofmeasures of the authorities of the territory has an effectequivalent to direct expropriation, in that it substantially or
permanently deprives the investor of the fundamental attributesof property in its investment, including the right to use, enjoy
and dispose of its investment, without formal transfer of title oroutright seizure.
(b)
The determination of whether a measure or a series of measures
have an effect equivalent to expropriation requires a case-by-case, factbased inquiry, that takes into consideration:(i) the economic impact of the measure or series of measures,
although the sole fact that a measure or series of measures has anadverse effect on the economic value of an investment does notestablish that an indirect expropriation has occurred;(ii) the duration of the measure or series of measures of theauthorities of the territory;(iii) the character of the measure or series of measures, notably
their object, context and intent; and(iv) whether a measure by the authorities of the territory
breaches a priorbinding written commitment to theinvestor whether by contract, licence or other legal document.

5.4

For the avoidance of doubt, an action taken by the authorities of theterritory in its commercial capacity shall not constitute expropriation or
any other measure having similar effect.

5.5

Non-discriminatory regulatory measures by the authorities of theterritory or measures or awards by judicial bodies of the territory thatare designed and applied to protect legitimate public interest or public
purpose objectives such as public health, safety and the environment
shall not constitute expropriation under this Article.

5.6

In considering an alleged breach of this Article, an Arbitral Tribunal
shall take account of whether the investor or, as appropriate, the locally7established enterprise, pursued action for remedies before domestic
courts or tribunals prior to initiating a claim under this Agreement.

6.1

6.2

Article 6
Transfers
Subject to the law of a territory, all funds of an investor of the other
territory related to an investment in the territory shall be permitted to be
freely transferred and on a non-discriminatory basis. Such funds may
include:(a) contributions to capital;(b) profits, dividends, capital gains and proceeds from the sale of
all or any part of the investment or from the partial or complete
liquidation of the investment;(c) interest, royalty payments, management fees, and technicalassistance and other fees;(d) payments made under a contract, including a loan agreement;(e) payments made pursuant to Article 5 [Expropriation], Article
7[Compensation for losses] and under Chapter IV.
Unless otherwise agreed to between the Parties, currency transfer under
Article 6.1 shall be permitted in the currency of the original investment
or any other convertible currency. Such transfer shall be made at theprevailing market rate of exchange on the date of transfer.

6.3

Nothing in this Agreement shall prevent the authorities of the territory
from conditioning or preventing a transfer through a good faithapplication of its law, including actions relating to:(a) bankruptcy, insolvency or the protection of the rights of the creditors;(b) compliance with judicial, arbitral or administrative decisions andawards;(c) compliance with labour obligations;(d) financial reporting or record keeping of transfers when necessary toassist law enforcement or financial regulatory authorities;(e) issuing, trading or dealing in securities, futures, options, orderivatives;(f) compliance with the law on taxation;(g) criminal or penal offences and the recovery of the proceeds of crime;(h) social security, public retirement, or compulsory savings schemes,
including provident funds, retirement gratuity programs and employees
insurance programs;(i) severance entitlements of employees;(j) requirement to register and satisfy other formalities imposed by theCentral Bank and other relevant authorities of the territory of a Party;and(k) in the case of ITA, requirements to lock-in initial capital investments,
as provided in the authority’s Foreign Direct Investment (FDI) Policy,
where applicable, provided that, any new measure which would requirea lock-in period for investments will not apply to existing investments.

6.4

Notwithstanding anything in Article 6.1 and 6.2 to the contrary, anauthority of a territory may temporarily restrict transfers in the event ofserious balance-of-payments difficulties or threat thereof, or in cases
where, in exceptional circumstances, movements of capital cause or8threaten to cause serious difficulties for macroeconomic management, inparticular, monetary and exchange rate policies.
Article 7Compensation for Losses
Investments of investors of one territory which suffer losses owing to war orother armed conflict, a state of national emergency or civil disturbances in other
territory, will be given treatment, as regards restitution, indemnification,compensation or other settlement, no less favourable than that which theauthorities of the latter territory accord to their own investors or to investors of
any non-Party territory. Resulting payments shall be freely transferable.
Article 8
Subrogation
8.1

If an authority of a territory or its designated agency makes a payment
to any of its investors under a guarantee or a contract of insurance it hasentered into in respect of an investment, the validity of the subrogationin favour of such authority or agency thereof to any right or title held by
the investor shall be recognized in the other territory.

8.2

An authority of a territory or its designated agency thereof which issubrogated to the rights of an investor in accordance with paragraph 1 ofthis Article shall be entitled in all circumstances to the same rights as
those of the investor in respect of the investment. Such rights may be
exercised by the authority or its designated agency thereof, or by theinvestor if the said authority or any agency thereof so authorizes.
Article 9
Entry and Sojourn of Personnel

Subject to the law in the territories relating to the entry and sojourn of noncitizens and on the basis of reciprocity, an authority of the territory shall permit
natural persons of the other territory employed by the investor or the locallyestablished enterprise to enter and remain in its territory for the purpose ofengaging in activities connected with the investment.
Article 10
Transparency
10.1

Each Party shall, to the extent possible, ensure that the laws, regulations,procedures, and administrative rulings of general application in respectof any matter covered by this Agreement are promptly published orotherwise made available in such a manner as to enable interested
persons and the other Party to become acquainted with them.

10.2 Each Party shall, as provided for in the laws and regulations in its
territory:(a)publish any such measure that it proposes to adopt; and(b)provide interested persons and the other Party a reasonable
opportunity to comment on such proposed measures.

910.3 Each Party shall, upon request by the other Party, promptly respond to
specific questions from and provide information to the other Party withrespect to matters referred to in Article 10.1.
10.4 Nothing in this Agreement shall require a Party to furnish or allow accessto confidential information, the disclosure of which would impede law
enforcement, or otherwise be contrary to the public interest, or which
would prejudice legitimate commercial interests of particular juridical
persons, public or private.

Chapter III
Investor Obligations
Article 11
Compliance with Laws
The Parties reaffirm and recognize that:(a) Investors and their investments shall comply with all laws, regulations,procedures and administrative rulings of the territory of a Party
concerning the establishment, acquisition, management, operation anddisposition of investments.
(b) Investors and their investments shall not, either prior to or after theestablishment of an investment, offer, promise, or give any undue
pecuniary advantage, gratification or gift whatsoever, whether directly or
indirectly, to a public servant or official of the territory of a Party as an
inducement or reward for doing or forbearing to do any official act orobtain or maintain other improper advantage nor shall be complicit ininciting, aiding, abetting, or conspiring to commit such acts.
(c) Investors and their investments shall comply with the provisions of lawof the territory concerning taxation, including timely payment of their tax
liabilities.
(d) An investor shall provide such information as the authorities of territory
may require concerning the investment in question and the corporate
history and practices of the investor, for purposes of decision making in
relation to that investment or solely for statistical purposes.
Article 12
Corporate Social Responsibility
Investors and their enterprises operating within each territory shall endeavour tovoluntarily incorporate internationally recognized standards of corporate social
responsibility in their practices and internal policies, such as statements ofprinciple that have been endorsed or are supported by the authorities of theterritories. These principles may address issues such as labour, the environment,
human rights, community relations and anti-corruption.
Chapter IV
Settlement of Investment Disputes
Article 13

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Scope and Definitions
13.1Without prejudice to the rights and obligations of the authorities of theterritories under Chapter V, this Chapter establishes a mechanism for thesettlement of disputes between an investor and the authorities of the other
territory.
13.2 This Chapter shall only apply to a dispute between the authorities of aterritory and an investor of the other territory with respect to its investment,
arising out of an alleged breach of an obligation of the authorities of theterritory under Chapter II of this Agreement, other than the obligation
under Articles 9 [Entry and Sojourn of Personnel]andArticle10[Transparency] of this Agreement.
13.3 The Arbitral Tribunal constituted under this Chapter shall only decideclaims in respect of a breach of this Agreement as set out in Chapter II,
except under Articles 9[Entry and Sojourn of Personnel] andArticle10[Transparency], and not disputes arising solely from an alleged
breach of a contract between the authorities of the territory and an investor.
Such disputes shall only be resolved by the domestic courts or inaccordance with the dispute resolution provisions set out in the relevant
contract.
13.4 An investor may not submit a claim to arbitration under this Chapter if theinvestment has been made through fraudulent misrepresentation,
concealment, corruption, money laundering,conduct amounting to an abuseof process,or similar illegal mechanisms.
13.5 In addition to other limits on its jurisdiction, the Arbitral Tribunal
constituted under this Chapter shall not have the jurisdiction to:(a) review the merits of a decision made by a judicial authority of theterritory;or(b) accept any claim that is or has been subject of an arbitration under Chapter V.
13.6 A dispute between an investor and the authorities of the territory shallproceed sequentially in accordance with this Chapter.
13.7

For the purposes of this Chapter:(a) “Defending Party” means the authorities of the territory against
which a claim is made under this Article.
(b) “disputing party” means a Defending Party or a disputing
investor.
(c) “disputing parties” means a disputing investor and a Defending
Party.
(d) “disputing investor” means an investor of a territory that makes
a claim against the authorities of the other territory on its behalf
under this Article, and where relevant, includes an investor of aterritory that makes a claim on behalf of the locally established
enterprise.
(e) “Non-disputing Party” means the authorities of the territory tothis Agreement which is not a party to a dispute under Chapter IV ofthis Agreement.
(f) “UNCITRAL Arbitration Rules” means the arbitration rules of
the United Nations Commission on International Trade Law.

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(g) “New York Convention” means the United Nations Convention
on the Recognition and Enforcement of Foreign Arbitral Awards
done at New York on 10 June, 1958.
(h) “ICC Arbitration Rules” means the Rules of Arbitration of theInternational Chamber of Commerce, in force as from 1 January
2012 and as amended thereafter.

Article 14
Proceedings under different international agreements
Where claims are brought pursuant to this Chapter and another international
agreement and:(a) there is a potential for overlapping compensation; or(b) the other international claim could have a significant impact on the
resolution of the claim brought pursuant to this Chapter,
the Arbitral Tribunal constituted under this Chapter shall, as soon as
possible after hearing the disputing parties, stay its proceedings orotherwise ensure that proceedings brought pursuant to anotherinternational agreement are taken into account in its decision, order oraward.
Article 15
Conditions Precedent to Submission of a Claim to Arbitration
15.1

15.2

15.3

15.4

In respect of a claim that the Defending Party has breached an obligation
under Chapter II, other than an obligation under Article 9 [Entry and Sojournof Personnel] and Article 10 [Transparency], a disputing investor may
commence a proceeding under this Chapter by transmitting a written request
for consultations and negotiations (“written request”) to the Defending Party.
The written request shall: specify the name and address of the disputing
investor or the enterprise, where applicable; set out the factual basis of theclaim, including the measures at issue; specify the provisions of theAgreement alleged to have been breached and any other relevant provisions;specify the relief sought and the approximate amount of damages claimed;
and furnish evidence establishing that the disputing investor is an investor of
the territory of the other Party.
For no less than six (6) months after receipt of the written request, thedisputing parties shall use their best efforts to try to resolve the disputeamicably through meaningful consultation, negotiation or other third party
procedures. In all such cases, the place of such consultation or negotiation orsettlement shall be the territory in which the investment is made.
In the event that the disputing parties cannot settle the dispute amicably, a
disputing investor may submit a claim to arbitration pursuant to thisAgreement, but only if the following additional conditions are satisfied:(a) a disputing investor must submit its claim before the relevant
domestic courts or administrative bodies in the territory in which theinvestment is made for the purpose of pursuing domestic remedies inrespect of the same measure or similar factual matters for which a
breach of this Agreement is claimed. Such claim before the relevant
domestic courts or administrative bodies mentioned above, must be

12submitted within one(1) year and six (6) months from the date on
which the investor first acquired, or should have first acquired,knowledge of the measure in question and knowledge that theinvestment, or the investor with respect to its investment, had incurred
loss or damage as a result.
For greater certainty, in demonstrating compliance with the obligation
to exhaust local remedies, the investor shall not assert that the
obligation to exhaust local remedies does not apply or has been met on
the basis that the claim under this Agreement is by a different party orin respect of a different cause of action.
Provided, however, that the requirement to exhaust local remedies
shall not be applicable if the investor or the locally established
enterprise can demonstrate that there are no available domestic legal
remedies capable of reasonably providing any relief in respect of thesame measure or similar factual matters for which a breach of thisAgreement is claimed by the investor.
(b) Where applicable, if, after exhausting all judicial andadministrative remedies relating to the measure underlying the claim
for at least a period of four(4) years from the date on which theinvestor first acquired knowledge of the measure in question, no
resolution has been reached satisfactory to the investor,(c)not more than five (5) years and six (6) months have elapsed fromthe date on which the disputing investor first acquired, or should havefirst acquired, knowledge of the measure in question and knowledge
that the disputing investor with respect to its investment, had incurred
loss or damage as a result; or(d)where applicable, not more than twelve (12) months have elapsed
from the conclusion of domestic proceedings pursuant to subparagraph(b).
(e) the disputing investor or the locally established enterprise have
waived their right to initiate or continue before any administrative
tribunal or court under the law of the territory of any Party, or otherdispute settlement procedures, any proceedings with respect to themeasure of the Defending Party that is alleged to be a breach referred
to in Article 13.2.
(f)In case of indirect investment, a disputing investor may submit aclaim under Chapter IV only if, both the disputing investor and thelegal entity of any other territory through which the investment has
been made, waive their right to initiate or continue any proceeding,including under any other Investment Agreement, with respect to themeasure of the Defending Party that is alleged to be a breach referred
to in Article 13.2. Such waivers shall be provided in writing to the
Defending Party, by the disputing investor and the legal entity of any
other territory through which the investment has been made.
(g)In case of indirect investment, no claim may be submitted under this
Chapter if the disputing investor or the legal entity of any other
territory through which the investment has been made, submits or has
submitted a claim with respect to the same measure or series ofmeasures under any proceeding, including under any other Investment
Agreement.
(h) where the claim submitted by the disputing investor is for loss ordamage to an interest in an enterprise of the territory of the other Party

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that is a juridical person that the disputing investor owns or controls,that enterprise has waived its right to initiate or continue before any
administrative tribunal or court under the law of the territory of any
Party, or other dispute settlement procedures, any proceedings withrespect to the measure of the Defending Party that is alleged to be abreach referred to in Article 13.2.
(i)At least 90 days before submitting any claim to arbitration, thedisputing investor has transmitted to the Defending Party a written
notice of its intention to submit the claim to arbitration (“notice ofarbitration”). The notice of arbitration shall:(i) attach the written request and the record of its transmission to
the Defending Party with the details thereof;(ii) provide the consent to arbitration by the disputing investor, or
where applicable, by the locally established enterprise, in accordancewith the procedures set out in this Agreement;(iii) provide the waiver as required under Article 15.4 (e),(f), (g) or(h), as applicable; provided that a waiver from the enterprise under
Article 15.4 (e),(f),(g) or (h) shall not be required only where the
Defending Party has deprived the disputing investor of control of anenterprise;(iv) specify the name of the arbitrator appointed by the disputing
investor.
Article 16
Submission of Claim to Arbitration
16.1

A disputing investor who meets the conditions precedent provided for in
Article 15[Conditions Precedent to Submission of a Claim to Arbitration]
may submit the claim to arbitration under:(a)the UNCITRAL Arbitration Rules; or(b) any other arbitration rules, including the ICC Arbitration Rules, if
mutually agreed by the disputing parties.

16.2

The applicable arbitration rules shall govern the arbitration except to theextent modified by this Chapter, and supplemented by any subsequent
rules adopted by the Parties.

16.3

A claim is submitted to arbitration under this Chapter when the notice ofarbitration given under the UNCITRAL Arbitration Rules is received by
the Defending Party.

16.4

Delivery of notice and other documents on a Party shall be made to the
Designated Representative for each Party.
Article 17
Appointment of Arbitrators

17.1 The Arbitral Tribunal shall consist of three arbitrators with relevant
expertise or experience in public international law, international trade andinternational investment law, or the resolution of disputes arising underinternational trade or international investment agreements. They shall be
independent of, and not be affiliated with or take instructions from a disputing

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party or the authorities of the territory of a Party, with regard to trade andinvestment matters. Arbitrators shall not take instructions from any organisation,
government, authorities of the territories or disputing party with regard tomatters related to the dispute.
17.2 One arbitrator shall be appointed by each of the disputing parties andthe third arbitrator (“Presiding Arbitrator”) shall be appointed by agreementof the co-arbitrators and the disputing parties.
17.3 If the Arbitral Tribunal has not been constituted within one hundred
twenty (120) days from the date that a Claim is submitted to arbitration under
this Article, the appointing authority under this Article shall be the SecretaryGeneral of the Permanent Court of Arbitration.
17.4 The appointing authority shall appoint in her/his discretion and after
consultation with the disputing parties, the arbitrator or arbitrators not yet
appointed.
Article 18
Prevention of Conflict of Interest of Arbitrators and Challenges
18.1 Every arbitrator appointed to resolve disputes under this Agreement
shall during the entire arbitration proceedings be impartial, independent andfree of any actual or potential conflict of interest.
18.2 Upon nomination and, if appointed, every arbitrator shall, on an ongoingbasis, disclose in writing any circumstances that may, in the eyes of the
disputing parties, give rise to doubts as to her/his independence, impartiality, or
freedom from conflicts of interest. This includes any items listed in Article
18.10 and any other relevant circumstances pertaining to the subject matter ofthe dispute, and to existing or past, direct or indirect, financial, personal,
business, or professional relationships with any of the disputing parties, Parties,
legal counsel, representatives, witnesses, or co-arbitrators. Such disclosure shallbe made immediately upon the arbitrator acquiring knowledge of suchcircumstances, and shall be made to the co-arbitrators, disputing parties and theappointing authority, if any, making an appointment. Neither the ability of
those individuals or entities to access this information independently, nor theavailability of that information in the public domain, will relieve any arbitratorof his or her affirmative duty to make these disclosures. Doubts regardingwhether disclosure is required shall be resolved in favour of such disclosure.
18.3 A disputing party may challenge an arbitrator appointed under thisAgreement:(a) if facts or circumstances exist that may, in the eyes of any of the
disputing parties, give rise to justifiable doubts as to thearbitrator’s independence, impartiality or freedom from conflictsof interest; or(b) in the event that an arbitrator fails to act or in the event of the dejure or de facto impossibility of the arbitrator performing his or
her functions,
Provided that no such challenge may be initiated after fifteen days of that party:(i) learning of the relevant facts or circumstances through a disclosure made15

under Article 18.2 by the arbitrator, or (ii) otherwise becoming aware of therelevant facts or circumstances relevant to a challenge under Article 18.3,
whichever is later.
18.4 The notice of challenge shall be communicated to the disputing party, tothe arbitrator who is challenged, to the other arbitrators and to the appointing
authority under Article 17.3. The notice of challenge shall state the reasons forthe challenge.
18.5 When an arbitrator has been challenged by a disputing party, alldisputing parties may agree to the challenge. The arbitrator may also, after thechallenge, withdraw from his or her office. In neither case does this imply
acceptance of the validity of the grounds for the challenge.
18.6 If, within fifteen (15) days from the date of the notice of challenge, thedisputing parties do not agree to the challenge or the challenged arbitrator does
not withdraw, the disputing party making the challenge may elect to pursue it.
In that case, within 30 days from the date of the notice of challenge, it shallseek a decision on the challenge by the appointing authority as specified under
Article 17.3.
18.7 The appointing authority as specified under Article 17.3 shall accept thechallenge made under Article 18.3 if, even in the absence of actual bias, there
are circumstances that would give rise to justifiable doubts as to the arbitrator’s
lack of independence, impartiality, freedom from conflicts of interest, or ability
to perform his or her role, in the eyes of an objective third party.
18.8 In any event where an arbitrator has to be replaced during the course of
the arbitral proceedings, a substitute arbitrator shall be appointed or chosen
pursuant to the procedure provided for in the Agreement and the arbitration
rules that were applicable to the appointment or choice of the arbitrator being
replaced. This procedure shall apply even if during the process of appointing
the arbitrator to be replaced, a disputing party to the arbitration had failed toexercise its right to appoint or to participate in the appointment.
18.9 If an arbitrator is replaced, the proceedings may resume from the stage
where the arbitrator who was replaced ceased to perform his or her functions
unless otherwise agreed by the disputing parties.
18.10 A justifiable doubt as to an arbitrator’s independence or impartiality or
freedom from conflicts of interest shall be deemed to exist on account of thefollowing factors, including if:(a) The arbitrator or her/his associates or relatives have an interest in theoutcome of the particular arbitration;(b) The arbitrator is or has been a representative/advisor of the appointing
party or an affiliate of the appointing party in the preceding three (3)years prior to the commencement of arbitration;(c) The arbitrator is from the same law firm as the counsel to a disputing
party;(d) The arbitrator is acting concurrently with the counsel or firm of adisputing party in another dispute;16

(e) The arbitrator’s firm is currently rendering or has rendered services to a
disputing party or to an affiliate of one of the parties out of which such
firm derives financial interest;(f) The arbitrator has received a full briefing of the merits or procedural
aspects of the dispute from the appointing party or her/his counsel prior
to her/his appointment;(g) The arbitrator is a manager, director or member of the governing body,or has a similar controlling influence by virtue of shareholding orotherwise in a disputing party;(h) The arbitrator has publicly advocated a fixed position regarding an issue
on the case that is being arbitrated.
18.11 The Parties shall by mutual agreement and after completion of theirrespective procedures adopt a separate code of conduct for arbitrators to be
applied in disputes arising out of this Agreement, which may replace or
supplement the existing rules in application. Such a code and may address
topics such as disclosure obligations, the independence and impartiality ofarbitrators and confidentiality.
Article 19
Conduct of Arbitral Proceedings
19.1 Unless the disputing parties agree otherwise, the Arbitral Tribunal shallhold the arbitration proceedings in the territory of a country that is a party to the
New York Convention, selected in accordance with the UNCITRAL
Arbitration Rules if the arbitration is under those Rules.
19.2 Unless otherwise agreed by the disputing parties, the Arbitral Tribunal
may determine a place for meetings and hearings and the legal seat ofarbitration. In doing so, the Arbitral Tribunal shall take into consideration theconvenience of the disputing parties and the arbitrators, the location of thesubject matter, the proximity of the evidence, and give special consideration to
the territory in which the investment is made.
19.3 When considering matters of evidence or production of documents, theArbitral Tribunal shall not have any powers to compel production of documents
which the Defending Party claims are protected from disclosure under the rules
on confidentiality or privilege under the law of the territory in which theinvestment is made.
Article 20
Dismissal of Frivolous Claims
20.1 Without prejudice to the Arbitral Tribunal’s authority to address otherobjections, the Arbitral Tribunal shall address and decide as a preliminary
question any objection by the Defending Party that a claim submitted by thedisputing investor is: (a) not within the scope of the Arbitral Tribunal’s
jurisdiction, or (b) manifestly without legal merit or unfounded as a matter oflaw.
20.2 Such objection shall be submitted to the Arbitral Tribunal as soon as
possible after the Arbitral Tribunal is constituted, and in no event later than the17date the Arbitral Tribunal fixes for the Defending Party to submit its countermemorial (or, in the case of an amendment to the notice of arbitration, the date
the Arbitral Tribunal fixes for the Defending Party to submit its response to theamendment).
20.3 On receipt of an objection under this Article, the Arbitral Tribunal shallsuspend any proceedings on the merits, establish a schedule for considering theobjection consistent with any schedule it has established for considering anyother preliminary question and issue a decision or award on the objection,
stating the grounds therefore. In deciding an objection under this Article, theArbitral Tribunal shall assume to be true disputing investor’s factual allegations
in support of any claim in the notice of arbitration (or any amendment thereof).
The Arbitral Tribunal may also consider any relevant facts not in dispute.
20.4 The Arbitral Tribunal shall issue an award under this Article no later
than one hundred fifty (150) days after the date of the receipt of the request
under Article 20.2. However, if a Defending Party requests a hearing, theArbitral Tribunal may take an additional thirty (30) days to issue the decision oraward.
20.5 The Defending Party does not waive any objection as to competence or
any argument on the merits merely because the Defending Party did or did notraise an objection or make use of the expedited procedure set out this Article.
20.6 When the Arbitral Tribunal decides on a preliminary objection by a
Defending Party under Article 20.2 or 20.3, the Arbitral Tribunal may, if
warranted, award to the prevailing Defending Party reasonable costs andattorneys’ fees incurred in submitting or opposing the objection. In determining
whether such an award is warranted, the Arbitral Tribunal shall consider
whether either the claim by the disputing investor or the objection by the
Defending Party was frivolous, and shall provide the disputing parties areasonable opportunity to present its cases.
Article 21
Transparency in arbitral proceedings
21.1 Subject to applicable law regarding protection of confidential
information, the Defending Party shall make available to the public thefollowing documents relating to a dispute under this Chapter:(a) the written request and the notice of arbitration;(b) pleadings and other written submissions on jurisdiction andthe merits submitted to the Arbitral Tribunal, including
submissions by a Non-disputing Party;(c) Transcripts of hearings, where available; and(d) decisions, orders and awards issued by the Arbitral Tribunal.
21.2 Hearings for the presentation of evidence or for oral argument(“hearings”) shall be made public in accordance with the following provisions:a. Where there is a need to protect confidential information orprotect the safety of participants in the proceedings, theArbitral Tribunal shall make arrangements to hold in privatethat part of the hearing requiring such protection.

18

b. The Arbitral Tribunal shall make logistical arrangements tofacilitate public access to hearings, including by organizing
attendance through video links or such other means as it
deems appropriate. However, the l Arbitral Tribunal may,after consultation with the disputing parties, decide to holdall or part of the hearings in private where this becomes
necessary for logistical reasons, such as when thecircumstances render any original arrangement for publicaccess to a hearing infeasible.
21.3 The award of the Arbitral Tribunal rendered under this Article shall be
publicly available, subject to the redaction of confidential information. Where a
Defending Party determines that it is in the public interest to do so and notifies
the Arbitral Tribunal of that determination, all other documents submitted to, or
issued by, the Arbitral Tribunal shall also be publicly available, subject to theredaction of confidential information.
21.4 The Non-disputing Party may make oral and written submissions to the
Arbitral Tribunal regarding the interpretation of this Agreement.
Article 22
Burden of Proof and Governing Law
22.1 This Agreement shall be interpreted in the context of the high level ofdeference that international law accords to States with regard to theirdevelopment and implementation of domestic policies.
22.2 The disputing investor bears the burden of establishing: (a) jurisdiction;(b) the existence of an obligation under Chapter II of this Agreement, other thanthe obligation under Articles 9 [Entry and Sojourn of Personnel] or 10[Transparency]; (c) a breach of such obligation; (d) that the investment, or theinvestor with respect to its investment, has suffered actual and non-speculative
losses as a result of the breach; and (e) that those losses were foreseeable anddirectly caused by the breach.
22.3 The governing law for interpretation of this Agreement by the Arbitral
Tribunal constituted under this Chapter shall be: (a) this Agreement; (b) thegeneral principles of public international law relating to the interpretation ofagreements, including the presumption of consistency between international
agreements to which the Parties are party; and (c) for matters relating todomestic law, the law of the territory of the Defending Party.
Article 23
Joint Interpretations
23.1. Interpretations of specific provisions and decisions on application of thisAgreement issued subsequently by the Parties in accordance with thisAgreement shall be binding on Arbitral Tribunals established under this
Chapter upon issuance of such interpretations or decisions.
23.2 In accordance with customary international law, other evidence of theParties subsequent agreement and practice regarding interpretation or19

application of this Agreement shall constitute authoritative interpretations of
this Agreement and must be taken into account by Arbitral Tribunals under this
Chapter.
23.3 The Arbitral Tribunal may, on its own account or at the request of a
Defending Party, request the joint interpretation of any provision of thisAgreement that is subject of a dispute. The Parties shall submit in writing any
joint decision declaring their interpretation to the Arbitral Tribunal within sixty(60) days of the request. Without prejudice to the rights of the Parties under
Article 23.1 and 23.2, if the Parties fail to submit a decision to the Arbitral
Tribunal within sixty (60) days, any interpretation issued individually by a
Party shall be forwarded to the disputing parties and the Arbitral Tribunal,
which may take into account such interpretation.
Article 24
Expert Reports
Without prejudice to the appointment of other kinds of experts where
authorized by the applicable arbitration rules, and unless the disputing parties
disapprove, the Arbitral Tribunal may appoint experts to report to it in writing
on any factual issue concerning environmental, health, safety, technical or otherscientific matters raised by a disputing party, subject to such terms andconditions as the disputing parties may agree.
Article 25
Award
25.1

The award shall include a judgement as to whether there has been abreach by the Defending Party of any rights conferred under thisAgreement in respect of the disputing investor and its investment andthe legal basis and the reasons for its decisions.

25.2

The Arbitral Tribunal shall reach its decision by a majority of votes.
Such decision shall be binding on both disputing parties.

25.3

The Arbitral Tribunal can only award monetary compensation for abreach of the obligations under Chapter II of the Agreement. Monetarydamages shall not be greater than the loss suffered by the investor or, as
applicable, the locally established enterprise, reduced by any priordamages or compensation already provided by the authorities of theterritory. For the calculation of monetary damages, the Arbitral Tribunal
shall also take into account any restitution of property or repeal or
modification of the measure, or other mitigating factors.1

1

Mitigating factors can include, current and past use of the investment, thehistory of its acquisition and purpose, compensation received by the investor from other sources,
any unremedied harm or damage that the investor has caused to the environment or local
community or other relevant considerations regarding the need to balance public interest andthe interests of the investor.

20

25.4

The Arbitral Tribunal may not award punitive or moral damages or any
injunctive relief against authorities of the territory of either Party under
any circumstance.
Article 26
Finality and enforcement of awards

26.1

The award made by the Arbitral Tribunal shall have no binding force
except between the disputing parties and in respect of the particular caseand the Arbitral Tribunal must clearly state those limitations in the textof the award.

26.2

Subject to Article 26.3, a disputing party shall abide by and comply with
an award without delay.
A disputing party may not seek enforcement of a final award until:

26.3

(a)

(b)

ninety (90) days have elapsed from the date the award
was rendered and no disputing party has commenced aproceeding to revise, set aside or annul the award, ora court has dismissed or allowed an application to revise,
set aside or annul the award and there is no further appeal.

26.4.

Authorities in each territory shall provide for the enforcement of anaward in its territory in accordance with its law.

26.5

A claim that is submitted to arbitration under this Chapter shall beconsidered to arise out of a commercial relationship or transaction for
purposes of Article I of the New York Convention.
Article 27
Costs

The disputing parties shall share the costs of the arbitration, with arbitrator fees,
expenses, allowances and other administrative costs. The disputing parties shallalso bear the cost of its representation in the arbitral proceedings. The Arbitral
Tribunal may, however, in its discretion direct that the entire costs or a higher
proportion of costs shall be borne by a disputing party and this determination
shall be final and binding on both disputing parties.
Article 28
Appeals Facility
The Parties may by agreement or after the completion of their respective
procedures regarding the enforcement of this Agreement may establish an
institutional mechanism to develop an appellate body or similar mechanism toreview awards rendered by Arbitral Tribunals under this Chapter. Suchappellate body or similar mechanism may be designed to provide coherence tothe interpretation of provisions in this Agreement. In developing such amechanism, the Parties may take into account the following issues, among
others:(a) the nature and composition of an appellate body or similar mechanism;

21

(b) the scope and standard of review of such an appellate body;(c) transparency of proceedings of the appellate body or similar mechanism;(d) the effect of decisions by an appellate body or similar mechanism or
similar mechanism;(e) the relationship of review by an appellate body or similar mechanism tothe arbitral rules that may be selected under Article16.1 of thisAgreement; and(f) the relationship of review by an appellate body or similar mechanism toexisting domestic laws and international law on the enforcement ofarbitral awards.

Chapter V: Dispute Settlement between Parties
Article 29
Disputes between Parties
29.1

Disputes between the Parties concerning:(a)the interpretation or application of this Agreement, or(b)whether there has been compliance with obligations to consult ingood faith under Article 35,
should, as far as possible, be settled through consultation or negotiation,
which may include the use of non-binding third-party mediation or othermechanisms.

29.2 If a dispute between the Parties cannot be settled within six (6) months
from the time the dispute arose, it shall upon the request of either Party be
submitted to a Tribunal.
29.3 Such a Tribunal shall be constituted for each individual case in thefollowing way: Within two months of the receipt of the request for arbitration,
each Party shall appoint one member of the Tribunal. Those two members shallthen select a national of a third State who, on approval by the two Parties, shallbe appointed Chairman of the Tribunal. The Chairman shall be appointed
within two months from the date of appointment of the other two members.
29.4 If within the periods specified in Article 29.3 the necessary
appointment(s) have not been made, either Party may, in the absence of any
other agreement, invite the Secretary General of the Permanent Court of
Arbitration to make any necessary appointment(s).
29.5 The Tribunal shall reach its decision by a majority of votes. Suchdecision shall be binding on both Parties.
29.6 The Parties to the arbitration shall share the costs of the arbitration,
including the arbitrator fees, expenses, allowances and other administrative
costs. Each Party shall bear the cost of its representation in the arbitralproceedings. The Tribunal may, however, in its discretion direct that the entire

22

costs or a higher proportion of costs shall be borne by one of the Parties andthis determination shall be binding on both Parties.
29.7 The Tribunal shall decide all questions relating to its competence and its
own procedure, subject to any agreement between the Parties.

Chapter VI: Prudential Measures and Exceptions
Article 30
Prudential Measures
Notwithstanding any other provisions in this Agreement, authorities of aterritory shall not be prevented from taking measures relating to financial
services for prudential reasons, including measures for the protection of
investors, depositors, policy holders or natural or juridical persons to whom afiduciary duty is owed by an entity supplying financial services, or to ensure theintegrity and stability of its financial and monetary system. Where suchmeasures do not conform with the provisions of the Agreement, they shall not
be used as a means of avoiding commitments or obligations under thisAgreement.
Article 31
General Exceptions
31.1 Nothing in this Agreement shall be construed to prevent the adoption or
enforcement by the authorities of the territory, of measures of generalapplicability applied on a non-discriminatory basis that are necessary2 to:(a)protect public morals or maintaining public order;(b)
protect human, animal or plant life or health;(c)ensure compliance with law and regulations that are notinconsistent with the provisions of this Agreement;(d)protect and conserve the environment, including all living andnon-living natural resources;(e)
protect national treasures or monuments of artistic, cultural,
historic or archaeological value.
31.2 Nothing in this Agreement shall apply to non-discriminatory measuresof general application taken by a central bank or monetary authority of theterritory in pursuit of monetary and related credit policies or exchange rate
policies. This paragraph is without prejudice to a Party’s rights and obligations
under Article 6[Transfers].
Article 32
In considering whether a measure is “necessary”, the Tribunal shall take into
account whether there was no less restrictive alternative measure reasonably available to theauthorities of the territory.

2

23

Security Exceptions
32.1

Nothing in this Agreement shall be construed:(a)to require the authorities of the territory to furnish any
information, the disclosure of which it considers contrary to its essential
security interests; or(b)
to prevent the authorities of the territory from taking any action
which it considers necessary for the protection of its essential security
interests including but not limited to:(i) action relating to fissionable and fusionable materials or thematerials from which they are derived;(ii) action taken in time of war or other emergency in domestic orinternational relations;(iii) action relating to the traffic in arms, ammunition andimplements of war and to such traffic in other goods and materials as
is carried on directly or indirectly for the purpose of supplying a
military establishment;(iv) action taken so as to protect critical public infrastructure
including communication, power and water infrastructures fromdeliberate attempts intended to disable or degrade such infrastructure;(v) any policy, requirement or measure including, without limitation,a requirement obtaining (or denying) any security clearance to any
company, personnel or equipment; or(c)to prevent the authorities of the territory from taking any actionin accordance with the United Nations Charter for the maintenance ofinternational peace and security.

32.2 Each Party shall inform the other Party to the fullest extent possible ofmeasures taken under Article 32.1 and of their termination.
32.3 Nothing in this Chapter shall be construed to require authorities of aterritory to accord the benefits of this Agreement to an investor of the other
territory where the authorities of the territory adopts or maintains measures inany legislation or regulations which it considers necessary for the protection of
its essential security interests with respect to any non-Party territory or aninvestor of such non-Party territory that would be violated or circumvented if
the benefits of this Chapter were accorded to such juridical person or to its
investments.
32.4 This Article shall be interpreted in accordance with the understanding of
the Parties on security exceptions as set out in the Annex, which shall form an
integral part of this Agreement.
Chapter VII: Final Provisions
Article 33
Relationship with other Agreements
33.1 This Agreement or any action taken hereunder shall not affect the rights
and obligations of the Parties under any other Agreements to which they areparties.

2433.2 Any inconsistency, or question regarding the relationship between thisAgreement and another bilateral agreement between the Parties, or amultilateral agreement to which both Parties are a party, shall be resolved inaccordance with the principles of international law.
Article 34
Denial of Benefits
The authorities of a territory may at any time, including after the institution ofarbitration proceedings in accordance with Chapter IV of this Agreement, deny
the benefits of this Agreement to:(a) investor owned or controlled, directly or indirectly, by persons of a nonParty territory or of the territory of the denying authority; or(b) an investment or investor that has been established or restructured withthe primary purpose of gaining access to the dispute resolution
mechanisms provided in this Agreement.
Article 35
Consultations and Periodic Review
35.1 Either Party may request, and the other Party shall promptly agree to,consultations in good faith on any issue regarding the interpretation, application,
implementation, execution or any other matter including, but not limited to:(a) reviewing the implementation of this Agreement;(b) reviewing the interpretation or application of this Agreement;(c) exchanging legal information; and(d) addressing disputes arising under Chapter IV of this Agreementor (e) any other disputes arising out of investment.
35.2 Further to consultations under this Article, the Parties may take any
action as they may jointly decide, including making and adopting rules
supplementing the applicable arbitral rules under Chapter IV or Chapter V ofthis Agreement, issuing binding interpretations of this Agreement, and adopting
joint measures in order to improve the effectiveness of this Agreement.
35.3 The Parties shall meet every five (5) years after the entry into force of
this Agreement to consult and review the operation and effectiveness of thisAgreement.
Article 36
Coordination Mechanism
36.1 The Parties shall set up the Coordination Mechanism by designating
representatives from the competent authorities of the territories to provide
assistance in the resolution of any incidents or activities relating to investors
and their investments.
36.2 In the event of any such incidents or activities referred to in the previous
paragraph, upon request from the investor to its respective Party, such Party
shall task the Coordination Mechanism to meet, in an appropriate manner,within thirty (30) days of such request for the purpose of addressing such
incidents or activities.

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Article 37
Amendments
37.1 This Agreement may be amended at any time at the request of either
Party. The requesting Party must submit its request in written form explaining
the grounds on which the amendment shall be made. The other Party shallconsult with the requesting Party regarding the proposed amendment and mustalso respond to the request in writing.
37.2 This Agreement will stand automatically amended at all times to theextent that the Parties agree. Any agreement to amend the Agreement pursuant
to this Article must be expressed in writing, whether in a single written
instrument or through an exchange of notes. These amendments shall bebinding on the tribunals constituted under Chapter IV or Chapter V of thisAgreement and an award of the tribunals must be consistent with allamendments to this Agreement.
Article 38
Entry into force, duration and termination
38.1 This Agreement shall enter into force by exchange of letters between theParties informing each other of the completion of their necessary internal
procedure for this Agreement .
38.2 This Agreement shall remain in force for a period of ten (10) years andshall lapse thereafter unless the Parties expressly agree in writing that it shall berenewed. This Agreement may be terminated any time after its entry into force
if either Party gives to the other Party a prior notice in writing twelve (12)months in advance stating its intention to terminate the Agreement. The
Agreement shall stand terminated immediately after the expiry of the twelve(12) month notice period.
38.3 In respect of investments made prior to the date when the termination ofthis Agreement becomes effective, the provisions of this Agreement shallremain in force for a period of eight (8) years.
In witness whereof the undersigned, being duly authorised thereto have signed
this Agreement.
Done at Taipei on 18 December 2018 in the Chinese, Hindi and English
languages, all texts being equally authoritative.
In case of any divergence in interpretation, the English text shall prevail.

Representative
Taipei Economic and Cultural Center in India

26

Director General
India Taipei Association in Taipei

Annex: Security Exceptions
The Parties confirm the following understanding with respect to interpretation
and/or implementation of Article 32[Security Exceptions] of this Agreement:(a) the measures referred to in Article 32.3 are measures where the intention
and objective of the authorities of the territory of a Party imposing themeasures is for the protection of its essential security interests. These
measures shall be imposed on a non-discriminatory basis and may be foundin any of its legislation or regulations:(i)
In the case of ITA, the applicable measures referred to in Article
32.3 are currently set out in the regulations framed under the Foreign
Exchange Management Act, 1999 and the rules and regulations madethereunder. ITA shall, upon request by the other Party, provide informationon the measures concerned;(ii)
In the case of TECC, the applicable measures referred to in
Article 32.3 are currently set out in the regulations framed under theForeign Exchange Regulation Act and the rules and regulations madethereunder. TECC shall, upon request by the other Party, provide
information on the measures concerned.
(b) Where the authorities of a territory asserts as a defence that conduct alleged
to be a breach of its obligations under this Agreement is for the protectionof its essential security interests protected by Article 32 [Security
Exceptions], any decision of such authorities a territory taken on suchsecurity considerations and its decision to invoke Article 32 [Security
Exceptions] at any time, whether before or after the commencement ofarbitral proceedings shall be non-justiciable. It shall not be open to any
tribunal constituted under Chapter IV or Chapter V of this Agreement toreview any such decision, even where the arbitral proceedings concern anassessment of any claim for damages and/or compensation, or an
adjudication of any other issues referred to such tribunal.

27