Source: EURLEX
Language: en
Format: md

**Council of the**
**European Union**

**Interinstitutional File:**

**2018/0096 (NLE)**

**Brussels, 18 September 2018**
**(OR. en)**

**7980/18**

**WTO 84**

**SERVICES 33**

**FDI 20**

**COASI 101**

**LEGISLATIVE ACTS AND OTHER INSTRUMENTS**

Subject: Investment Protection Agreement between the European Union and its
Member States, of the one part, and the Republic of Singapore,
of the other part

7980/18 JU/sr
# RELEX.1.A  EN

INVESTMENT PROTECTION AGREEMENT

BETWEEN THE EUROPEAN UNION

AND ITS MEMBER STATES, OF THE ONE PART,

AND THE REPUBLIC OF SINGAPORE,

OF THE OTHER PART

EU/SG/en 1

EU/SG/en 2

THE EUROPEAN UNION (hereinafter referred to as the "Union"),

THE KINGDOM OF BELGIUM,

THE REPUBLIC OF BULGARIA,

THE CZECH REPUBLIC,

THE KINGDOM OF DENMARK,

THE FEDERAL REPUBLIC OF GERMANY,

THE REPUBLIC OF ESTONIA,

IRELAND,

THE REPUBLIC OF CROATIA

THE HELLENIC REPUBLIC,

THE KINGDOM OF SPAIN,

THE FRENCH REPUBLIC,

THE ITALIAN REPUBLIC,

THE REPUBLIC OF CYPRUS,

EU/SG/en 3

THE REPUBLIC OF LATVIA,

THE REPUBLIC OF LITHUANIA,

THE GRAND DUCHY OF LUXEMBURG,

HUNGARY,

THE REPUBLIC OF MALTA,

THE KINGDOM OF THE NETHERLANDS,

THE REPUBLIC OF AUSTRIA,

THE REPUBLIC OF POLAND,

THE PORTUGUESE REPUBLIC,

ROMANIA,

THE REPUBLIC OF SLOVENIA,

THE SLOVAK REPUBLIC,

THE REPUBLIC OF FINLAND,

EU/SG/en 4

THE KINGDOM OF SWEDEN, and

THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND,

of the one part, and

THE REPUBLIC OF SINGAPORE (hereinafter referred to as "Singapore")

of the other part,

hereinafter jointly referred to as the "Parties" or individually referred to as a "Party",

RECOGNISING their longstanding and strong partnership based on the common principles and

values reflected in the Partnership and Cooperation Agreement between the European Union and its

Member States, of the one part, and the Republic of Singapore, of the other part, and their important

economic, trade and investment relationship including as reflected in the Free Trade Agreement

between the European Union and the Republic of Singapore (hereinafter referred to as the

"EUSFTA");

DESIRING to further strengthen their relationship as part of and in a manner coherent with their

overall relations, and convinced that this Agreement will create a new climate for further

development of investment between the Parties;

RECOGNISING that this Agreement will complement and promote regional economic integration

efforts;

EU/SG/en 5

DETERMINED to strengthen their economic, trade, and investment relations in accordance with

the objective of sustainable development, in its economic, social and environmental dimensions,

and to promote investment in a manner mindful of high levels of environmental and labour

protection and relevant internationally-recognised standards and agreements to which they are

parties;

REAFFIRMING their commitment to the principles of sustainable development and transparency

as reflected in the EUSFTA;

REAFFIRMING each Party's right to adopt and enforce measures necessary to pursue legitimate

policy objectives such as social, environmental, security, public health and safety, promotion and

protection of cultural diversity;

REAFFIRMING their commitment to the Charter of the United Nations signed in San Francisco on

26 June 1945 and having regard to the principles articulated in The Universal Declaration of Human

Rights adopted by the General Assembly of the United Nations on 10 December 1948;

RECOGNISING the importance of transparency in international trade and investment to the benefit

of all stakeholders;

BUILDING on their respective rights and obligations under the WTO Agreement and other

multilateral, regional and bilateral agreements and arrangements to which they are party, in

particular, the EUSFTA,

HAVE AGREED AS FOLLOWS:

EU/SG/en 6

CHAPTER ONE

OBJECTIVE AND GENERAL DEFINITIONS

ARTICLE 1.1

Objective

The objective of this Agreement is to enhance the investment climate between the Parties in

accordance with the provisions of this Agreement.

ARTICLE 1.2

Definitions

For the purposes of this Agreement:

1. "covered investment" means an investment which is directly or indirectly owned or controlled

by a covered investor of one Party in the territory of the other Party **[1]** ;

**1** For greater certainty, investments made "in the territory of the other Party" shall include
investments made in an exclusive economic zone or continental shelf, as provided in the
United Nations Convention on the Law of the Sea of 10 December 1982.

EU/SG/en 7

2. "investment" means every kind of asset which has the characteristics of an investment,

including such characteristics as the commitment of capital or other resources, the expectation

of gain or profit, the assumption of risk or a certain duration. Forms that an investment may

take include:

(a) tangible or intangible, movable or immovable property as well as any other property

rights, such as leases, mortgages, liens, and pledges;

(b) an enterprise including a branch, shares, stocks and other forms of equity participation

in an enterprise, including rights derived therefrom;

(c) bonds, debentures, and loans and other debt instruments, including rights derived

therefrom;

(d) other financial assets, including derivatives, futures and options;

(e) turnkey, construction, management, production, concession, revenue-sharing, and other

similar contracts;

(f) claims to money or to other assets, or to any contractual performance having an

economic value;

EU/SG/en 8

(g) intellectual property rights **[1]** and goodwill; and

(h) licenses, authorisations, permits, and similar rights conferred pursuant to domestic law,

including any concessions to search for, cultivate, extract or exploit natural resources. **[2]**

Returns that are invested shall be treated as investments, and any alteration of the form in

which assets are invested or reinvested shall not affect their qualification as investments.

3. "covered investor" means a natural person **[3]** or a juridical person of a Party that has made an

investment in the territory of the other Party;

**1** "intellectual property rights" means:
(a) all categories of intellectual property that are the subject of Sections 1 through 7 of
Part II of the Agreement on Trade-Related Aspects of Intellectual Property Rights
contained in Annex 1C of the WTO Agreement (hereinafter referred to as the "TRIPS
Agreement") namely:
(i) copyright and related rights;
(ii) patents (which, in the case of the Union, include rights derived from
supplementary protection certificates);
(iii) trademarks;
(iv) designs;
(v) layout-designs (topographies) of integrated circuits;
(vi) geographical indications;
(vii) protection of undisclosed information; and
(b) plant variety rights.
**2** For greater certainty, an order or judgment entered in a judicial or administrative action shall
not constitute in itself an investment.
**3** The term "natural person" includes natural persons permanently residing in Latvia who are
not citizens of Latvia or any other state, but who are entitled, under the laws and regulations
of Latvia, to receive a non-citizen's passport (Alien's Passport).

EU/SG/en 9

4. "natural person of a Party" means a national of Singapore, or of one of the Member States of

the Union, according to their respective legislation;

5. "juridical person" means any legal entity duly constituted or otherwise organised under

applicable law, whether for profit or otherwise, and whether privately-owned or

governmentally-owned, including any corporation, trust, partnership, joint venture, sole

proprietorship, or association;

6. "Union juridical person" or "Singapore juridical person" means a juridical person set up in

accordance with the law of the Union or a Member State of the Union, or the law of

Singapore, respectively, and having its registered office, central administration **[1]**, or principal

place of business in the territory of the Union or Singapore, respectively. Should the juridical

person have only its registered office or central administration in the territory of the Union or

of Singapore, respectively, it shall not be considered as a Union juridical person or Singapore

juridical person, respectively, unless it engages in substantive business operations **[2]** in the

territory of the Union or the territory of Singapore, respectively.

**1** "Central administration" means the head office where ultimate decision-making takes place.
**2** The EU Party understands that the concept of "effective and continuous link" with the
economy of a Member State of the Union enshrined in Article 54 of the Treaty on the
Functioning of the European Union is equivalent to the concept of "substantive business
operations". Accordingly, for a juridical person set up in accordance with the laws of
Singapore and having only its registered office or central administration in the territory of
Singapore, the EU Party shall only extend the benefits of this Agreement if that juridical
person possesses an effective and continuous economic link with the economy of Singapore.

EU/SG/en 10

7. "measure" means any law, regulation, procedure, requirement or practice;

8. "treatment" or "measure" **[1]** adopted or maintained by a Party includes those taken by:

(a) central, regional or local governments and authorities; and

(b) non-governmental bodies in the exercise of powers delegated by central, regional or

local governments or authorities;

9. "returns" means all amounts yielded by or derived from an investment or reinvestment,

including profits, dividends, capital gains, royalties, interests, payments in connection with

intellectual property rights, payments in kind and all other lawful income;

10. "freely convertible currency" means a currency which is widely traded in international foreign

exchange markets and widely used in international transactions;

11. "establishment" means:

(a) the constitution, acquisition or maintenance of a juridical person; or

(b) the creation or maintenance of a branch or representative office,

with a view to establishing or maintaining lasting economic links within the territory of a

Party for the purpose of performing an economic activity;

**1** For greater certainty, the Parties understand that the terms "treatment" or "measure" include
failures to act.

EU/SG/en 11

12. "economic activity" includes any activities of an economic nature except activities carried out

in the exercise of governmental authority, i.e., activities not carried out on a commercial basis

or in competition with one or more economic operators;

13. "EU Party" means the Union or its Member States, or the Union and its Member States,

within their respective areas of competence as derived from the Treaty on European Union

and the Treaty on the Functioning of the European Union.

CHAPTER TWO

INVESTMENT PROTECTION

ARTICLE 2.1

Scope

1. This Chapter applies to covered investors and covered investments made in accordance with

applicable law, whether such investments were made before or after the entry into force of this

Agreement **[1]** .

2. Notwithstanding any other provision in this Agreement, Article 2.3 (National Treatment) does

not apply to subsidies or grants provided by a Party, including government-supported loans,

guarantees and insurance.

**1** For greater certainty, this Chapter shall not apply to a Party's treatment of covered investors or
covered investments before the entry into force of this Agreement.

EU/SG/en 12

3. Article 2.3 (National Treatment) shall not apply to:

(a) the procurement by governmental agencies of goods and services purchased for governmental

purposes and not with a view to commercial resale or with a view to use in the supply of

goods or the supply of services for commercial sale; or

(b) audio-visual services;

(c) activities performed in the exercise of governmental authority within the respective territories

of the Parties; for the purposes of this Agreement, an activity performed in the exercise of

governmental authority means any activity, except an activity which is performed on a

commercial basis or in competition with one or more suppliers.

ARTICLE 2.2

Investment and Regulatory Measures

1. The Parties reaffirm their right to regulate within their territories to achieve legitimate policy

objectives, such as the protection of public health, social services, public education, safety,

environment or public morals, social or consumer protection, privacy and data protection, and the

promotion and protection of cultural diversity.

EU/SG/en 13

2. For greater certainty, the mere fact that a Party regulates, including through a modification to

its laws, in a manner which negatively affects an investment or interferes with an investor's

expectations, including its expectations of profits, does not amount to a breach of an obligation

under this Chapter.

3. For greater certainty, a Party's decision not to issue, renew or maintain a subsidy or grant:

(a) in the absence of any specific commitment under domestic law or contract to issue, renew, or

maintain that subsidy or grant; or

(b) if the decision is made in accordance with the terms or conditions attached to the issuance,

renewal or maintenance of the subsidy or grant, if any,

does not constitute a breach of the provisions of this Chapter.

4. For greater certainty, nothing in this Chapter shall be construed as preventing a Party from

discontinuing the granting of a subsidy **[1]** or requesting its reimbursement where such action has been

ordered by a competent court, administrative tribunal or other competent authority **[2]**, or requiring

that Party to compensate the investor therefor.

**1** In the case of the EU Party, "subsidy" includes "state aid" as defined in the EU law.
**2** In the case of the EU Party, the competent authorities entitled to order the actions mentioned
in Article 2.2 (4) are the European Commission or a court or tribunal of a Member State when
applying EU law on state aid.

EU/SG/en 14

ARTICLE 2.3

National Treatment

1. Each Party shall accord to covered investors of the other Party and to their covered

investments treatment in its territory no less favourable than the treatment it accords, in like

situations, to its own investors and their investments with respect to the operation, management,

conduct, maintenance, use, enjoyment and sale or other disposal of their investments.

2. Notwithstanding paragraph 1, each Party may adopt or maintain any measure with respect to

the operation, management, conduct, maintenance, use, enjoyment and sale or other disposal of an

establishment that is not inconsistent with commitments inscribed in its Schedule of Specific

Commitments in Annex 8-A or 8-B of Chapter 8 (Services, Establishment and Electronic

Commerce) of the EUSFTA, respectively **[1]**, where such measure is:

(a) a measure that is adopted on or before the entry into force of this Agreement;

**1** It is understood that a measure "that is not inconsistent with the commitments inscribed in a
Party's Schedule of Specific Commitments in Annex 8-A or 8-B of Chapter 8 (Services,
Establishment and Electronic Commerce) of the EUSFTA, respectively" shall include any
measure in respect of any sector that has not been inscribed, and any measure that is not
inconsistent with any condition, limitation or reservation that has been inscribed in respect of
any sector, in the respective Schedules, regardless of whether such measure affects
"establishment" as defined in subparagraph (d) of Article 8.8 (Definitions) of the EUSFTA.

EU/SG/en 15

(b) a measure referred to in subparagraph (a) that is being continued, replaced or amended after

the entry into force of this Agreement, provided the measure is no less consistent with

paragraph 1 after being continued, replaced or amended than was the measure as it existed

prior to its continuation, replacement or amendment; or

(c) a measure that does not fall within subparagraphs (a) or (b), provided it is not applied in

respect of, or in a way that causes loss or damage **[1]** to, covered investments made in the

territory of the Party before the entry into force of such measure.

3. Notwithstanding paragraphs 1 and 2, a Party may adopt or enforce measures that accord to

covered investors and investments of the other Party less favourable treatment than that accorded to

its own investors and their investments, in like situations, subject to the requirement that such

measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable

discrimination against the covered investors or investments of the other Party in the territory of

a Party, or a disguised restriction on covered investments, where the measures are:

(a) necessary to protect public security, public morals or to maintain public order **[2]** ;

**1** For the purposes of subparagraph (2)(c), it is understood that factors like the fact that a Party
has provided for a reasonable phase-in period for the implementation of a measure or that a
Party has made any other attempt to address the effects of the measure on covered
investments made before its entry into force, shall be taken into account in determining
whether the measure causes loss or damage to covered investments made before the entry into
force of the measure.
**2** The public order exception may be invoked only where a genuine and sufficiently serious
threat is posed to one of the fundamental interests of society.

EU/SG/en 16

(b) necessary to protect human, animal or plant life or health;

(c) relating to the conservation of exhaustible natural resources if such measures are applied in

conjunction with restrictions on domestic investors or investments;

(d) necessary for the protection of national treasures of artistic, historic or archaeological value;

(e) necessary to secure compliance with laws or regulations which are not inconsistent with the

provisions of this Chapter including those relating to:

(i) the prevention of deceptive or fraudulent practices or to deal with the effects of a default

on a contract;

(ii) the protection of the privacy of individuals in relation to the processing and

dissemination of personal data and the protection of confidential of individual records

and accounts;

(iii) safety;

EU/SG/en 17

(f) aimed at ensuring the effective or equitable **[1]** imposition or collection of direct taxes in respect

of investors or investments of the other Party.

**1** Measures that are aimed at ensuring the effective or equitable imposition or collection of
direct taxes include measures taken by a Party under its taxation system which:
(a) apply to non-resident investors or investments in recognition of the fact that the tax
obligation of non-residents is determined with respect to taxable items sourced or
located in the Party's territory;
(b) apply to non-residents in order to ensure the imposition or collection of taxes in a
Party's territory;
(c) apply to non-residents or residents in order to prevent the avoidance or evasion of taxes,
including compliance measures;
(d) apply to investments in or from the territory of the other Party in order to ensure the
imposition or collection of taxes on such consumers derived from sources in the Party's
territory;
(e) distinguish investors or investments subject to tax on worldwide taxable items from
other investors or investments in recognition of the difference in the nature of the tax
base between them; or
(f) determine, allocate or apportion income, profit, gain, loss, deduction or credit of
resident persons or branches, or between related persons or branches of the same
person, in order to safeguard a Party's tax base.
Tax terms or concepts in paragraph (f) and in this footnote are to be determined according to
tax definitions or concepts, or equivalent or similar definitions and concepts, under domestic
law of the Party taking the measure.

EU/SG/en 18

ARTICLE 2.4

Standard of Treatment

1. Each Party shall accord in its territory to covered investments of the other Party fair and

equitable treatment **[1]** and full protection and security in accordance with paragraphs 2 to 6.

2. A Party breaches the obligation of fair and equitable treatment referenced in paragraph 1 if its

measure or series of measures constitute:

(a) denial of justice **[2]** in criminal, civil and administrative proceedings;

(b) a fundamental breach of due process;

(c) manifestly arbitrary conduct;

(d) harassment, coercion, abuse of power or similar bad faith conduct.

**1** Treatment in this Article includes treatment of covered investors which directly or indirectly
interferes with the covered investors' operation, management, conduct, maintenance, use,
enjoyment and sale or other disposal of their covered investments.
**2** For greater certainty, the sole fact that the covered investor's claim has been rejected,
dismissed or unsuccessful does not in itself constitute a denial of justice.

EU/SG/en 19

3. In determining whether the fair and equitable treatment obligation, as set out in paragraph 2,

has been breached, a Tribunal may take into account, where applicable, whether a Party made

specific or unambiguous representations **[1]** to an investor so as to induce the investment, that created

legitimate expectations of a covered investor and which were reasonably relied upon by the covered

investor, but that the Party subsequently frustrated **[2]** .

4. The Parties shall, upon request of a Party or recommendations by the Committee, review the

content of the obligation to provide fair and equitable treatment, pursuant to the procedure for

amendments set out in Article 4.3 (Amendments), in particular, whether treatment other than those

listed in paragraph 2 can also constitute a breach of fair and equitable treatment.

5. For greater certainty, "full protection and security" only refers to a Party's obligation relating

to the physical security of covered investors and covered investments.

**1** For greater certainty, representations made so as to induce the investments include the
representations made in order to convince the investor to continue with, not to liquidate or to
make subsequent investments.
**2** For greater certainty, the frustration of legitimate expectations as described in this paragraph
does not, by itself, amount to a breach of paragraph 2, and such frustration of legitimate
expectations must arise out of the same events or circumstances that give rise to the breach of
paragraph 2.

EU/SG/en 20

6. Where a Party, by itself or through any entity mentioned in paragraph 8 of

Article 1.2 (Definitions), had given a specific and clearly expressed commitment in a contractual

written obligation **[1]** towards a covered investor of the other Party with respect to the covered

investor's investment, or towards such covered investment, that Party shall not frustrate or

undermine such commitment through the exercise of its governmental authority **[2]** either:

(a) deliberately; or

(b) in a way which substantially alters the balance of rights and obligation in the contractual

written obligation, unless the Party provides reasonable compensation to restore the covered

investor or covered investment to the position in which it would have been had the frustration

or undermining of the commitment not occurred.

7. Neither a breach of another provision of this Agreement nor a breach of a separate

international agreement shall be considered to establish that there has been a breach of this Article.

**1** For the purposes of this paragraph, a "contractual written obligation" means an agreement in
writing, entered into by a Party, by itself or through any entity mentioned in paragraph 8 of
Article 1.2 (Definitions), with a covered investor or a covered investment, whether in a single
instrument or multiple instruments, that creates an exchange of rights and obligations that
binds both parties.
**2** For the purposes of this Article, a Party frustrates or undermines a commitment through the
exercise of its governmental authority if it frustrates or undermines that commitment through
the adoption, maintenance or non-adoption of measures that are mandatory or enforceable
under domestic laws.

EU/SG/en 21

ARTICLE 2.5

Compensation for Losses

1. Covered investors of one Party, whose covered investments suffer losses owing to war or

other armed conflict, revolution, state of national emergency, revolt, insurrection or riot in the

territory of the other Party, shall be accorded by that Party, as regards restitution, indemnification,

compensation or other settlement, treatment no less favourable than that accorded by that Party to

its own investors or to the investors of any third country, whichever is more favourable to the

covered investor concerned.

2. Without prejudice to paragraph 1, covered investors of a Party who, in any of the situations

referred to in paragraph 1, suffer losses in the territory of the other Party resulting from:

(a) requisitioning of its covered investment or a part thereof by the other Party's armed forces or

authorities; or

(b) destruction of its covered investment or a part thereof by the other Party's armed forces or

authorities, which was not required by the necessity of the situation;

shall be accorded by the other Party restitution or compensation.

EU/SG/en 22

ARTICLE 2.6

Expropriation **[1]**

1. Neither Party shall directly or indirectly nationalise, expropriate or subject to measures having

effect equivalent to nationalisation or expropriation (hereinafter referred to as "expropriation") the

covered investments of covered investors of the other Party except:

(a) for a public purpose;

(b) in accordance with due process of law;

(c) on a non-discriminatory basis; and

(d) against payment of prompt, adequate and effective compensation in accordance with

paragraph 2.

2. Compensation shall amount to the fair market value of the covered investment immediately

before its expropriation or impending expropriation became public knowledge, plus interest at a

commercially reasonable rate, established on a market basis taking into account the length of time

from the time of expropriation until the time of payment. Such compensation shall be effectively

realisable, freely transferable in accordance with Article 2.7 (Transfer) and made without delay.

**1** For greater certainty, this Article shall be interpreted in accordance with Annexes 1 to 3.

EU/SG/en 23

The valuation criteria used to determine fair market value may include going-concern value, asset

value, including the declared tax value of tangible property, and other criteria, as appropriate.

3. This Article does not apply to the issuance of compulsory licences granted in relation to

intellectual property rights, to the extent that such issuance is consistent with the TRIPS Agreement.

4. Any measure of expropriation or valuation shall, at the request of the covered investors

affected, be reviewed by a judicial or other independent authority of the Party taking the measure.

ARTICLE 2.7

Transfer

1. A Party shall permit all transfers relating to a covered investment to be made in a freely

convertible currency without restriction or delay. Such transfers include:

(a) contributions to capital, such as principal and additional funds to maintain, develop or

increase the covered investment;

(b) profits, dividends, capital gains and other returns, and proceeds from the sale of all or any part

of the covered investment or from the partial or complete liquidation of the covered

investment;

(c) interest, royalty payments, management fees, technical assistance and other fees;

EU/SG/en 24

(d) payments made under a contract entered into by the covered investor or its covered

investment, including payments made pursuant to a loan agreement;

(e) earnings and other remuneration of personnel engaged from abroad who are working in

connection with a covered investment;

(f) payments made pursuant to Article 2.6 (Expropriation) and Article 2.5 (Compensation for

Losses); and

(g) payments arising under Article 3.18 (Awards).

2. Nothing in this Article shall be construed to prevent a Party from applying, in an equitable

and non-discriminatory manner, its law relating to:

(a) bankruptcy, insolvency, or the protection of the rights of creditors;

(b) issuing, trading, or dealing in securities, futures, options, or derivatives;

(c) financial reporting or record keeping in relation to transfers, when necessary to assist law

enforcement or financial regulatory authorities;

(d) criminal or penal offences;

(e) ensuring compliance with orders or judgments in judicial or administrative proceedings;

EU/SG/en 25

(f) social security, public retirement or compulsory savings schemes; or

(g) taxation.

3. When in exceptional circumstances of serious difficulties, or the threat thereof, for the

operation of the economic and monetary policy or exchange rate policy in a Party, safeguard

measures with regard to transfers may temporarily be taken by the Party concerned. Such measures

shall be strictly necessary, shall not exceed in any case a period of six months **[1]**, and shall not

constitute a means of arbitrary or unjustified discrimination between a Party and a non-Party in like

situations.

The Party adopting the safeguard measures shall inform the other Party forthwith and present, as

soon as possible, a time schedule for their removal.

4. Where a Party is in serious balance-of-payments and external financial difficulties, or under

the threat thereof, it may adopt or maintain restrictive measures with regard to transfers related to

investments.

**1** The application of safeguard measures may be extended through their formal reintroduction in
case of continuing exceptional circumstances and after having notified the other Party
regarding the implementation of any proposed formal reintroduction.

EU/SG/en 26

5. The Parties shall endeavour to avoid the application of the restrictive measures referred to in

paragraph 4. Any restrictive measures adopted or maintained under paragraph 4 shall be

non-discriminatory, shall be of a limited duration, and shall not go beyond what is necessary to

remedy the balance-of-payments situation and the external financial situation. They shall be in

accordance with the conditions established in the Marrakesh Agreement Establishing the World

Trade Organization done at Marrakesh on 15 April 1994 (hereinafter referred to as the "WTO

Agreement") and consistent with the Articles of Agreement of the International Monetary Fund, as

applicable.

6. A Party that maintains or adopts restrictive measures under paragraph 4, or makes any

changes to such measures, shall promptly notify the other Party of them.

7. Where restrictions are adopted or maintained under paragraph 4, consultations shall be held

promptly in the Committee. Such consultations shall assess the balance-of-payments situation of the

Party concerned and the restrictions adopted or maintained under paragraph 4, taking into account,

_inter alia_, such factors as:

(a) the nature and extent of the balance-of-payments and the external financial difficulties;

(b) the external economic and trading environment; or

(c) alternative corrective measures which may be available.

EU/SG/en 27

The consultations shall address the compliance of any restrictive measures with paragraphs 4 and 5.

All findings of statistical and other facts presented by the International Monetary Fund (hereinafter

referred to as the "IMF") relating to foreign exchange, monetary reserves and balance-of-payments

shall be accepted and conclusions shall be based on the assessment by the IMF of the

balance-of-payments and the external financial situation of the Party concerned.

ARTICLE 2.8

Subrogation

If a Party, or an agency acting on behalf of the Party, makes a payment in favour of any of its

investors under a guarantee, a contract of insurance or other form of indemnity it has entered into or

granted in respect of an investment, the other Party shall recognise the subrogation or transfer of

any right or title or the assignment of any claim in respect of such investment. The Party or the

agency shall have the right to exercise the subrogated or assigned right or claim to the same extent

as the original right or claim of the investor. Such subrogated rights may be exercised by the Party

or an agency or by the investor if the Party or the agency so authorises.

EU/SG/en 28

CHAPTER THREE

DISPUTE SETTLEMENT

SECTION A

RESOLUTION OF DISPUTES BETWEEN INVESTORS AND PARTIES

ARTICLE 3.1

Scope and Definitions

1. This Section applies to disputes between a claimant of one Party and the other Party

concerning treatment **[1]** alleged to breach the provisions of Chapter Two (Investment Protection),

where such breach allegedly causes loss or damage to the claimant or its locally established

company.

2. For the purposes of this Section, unless otherwise specified:

(a) "disputing parties" means the claimant and the respondent;

**1** The Parties understand that the term "treatment" may include failures to act.

EU/SG/en 29

(b) "claimant" means an investor of a Party that seeks to submit a claim pursuant to this Section,

or has submitted such a claim, either:

(i) acting on its own behalf; or

(ii) acting on behalf of a locally established company, as defined in subparagraph (c), which

it owns or controls **[1]** ;

(c) "locally established company" means a juridical person that is owned or controlled **[2]** by an

investor of one Party, established in the territory of the other Party;

(d) "non-disputing Party" means either Singapore, in the case where the respondent is the Union

or a Member State of the Union, or the Union, in the case where Singapore is the respondent;

(e) "respondent" means either Singapore, or in the case of the EU Party, either the Union or the

Member State of the Union as notified pursuant to Article 3.5 (Notice of Intent); and

**1** For the avoidance of doubt, subparagraph 2(b) shall constitute the Parties' agreement to treat a
locally established company as a national of another Contracting State for the purposes of
subparagraph 2(b) of Article 25 of the Convention on the Settlement of Investment Disputes
between States and Nationals of Other States of 18 March 1965.
**2** A juridical person is:
(a) owned by natural or juridical persons of the other Party if more than 50 per cent of the
equity interest in it is beneficially owned by natural or juridical persons of that Party;
(b) controlled by natural or juridical persons of the other Party if such natural or juridical
persons have the power to name a majority of its directors or otherwise to legally direct
its actions.

EU/SG/en 30

(f) "third party funding" means any funding provided by a natural or juridical person who is not a

party to the dispute, where such person enters into an agreement with a disputing party in

order to finance part or all of the cost of the proceedings in return for a share or other interest

in the proceeds or potential proceeds of the proceedings to which the disputing party may

become entitled, or where such person provides such funding in the form of a donation or

grant.

ARTICLE 3.2

Amicable Resolution

Any dispute should as far as possible be resolved amicably through negotiations and, where

possible, before the submission of a request for consultations pursuant to Article 3.3

(Consultations). An amicable resolution may be agreed at any time, including after dispute

settlement proceedings under this Section have been commenced.

ARTICLE 3.3

Consultations

1. Where a dispute cannot be resolved as provided for under Article 3.2 (Amicable Resolution),

a claimant of a Party alleging a breach of the provisions of Chapter Two (Investment Protection)

may submit a request for consultations to the other Party.

EU/SG/en 31

2. The request for consultations shall contain the following information:

(a) the name and address of the claimant and, where such request is submitted on behalf of a

locally established company, the name, address, and place of incorporation of the locally

established company;

(b) the provisions of Chapter Two (Investment Protection) that are alleged to have been breached;

(c) the legal and factual basis for the dispute, including the treatment that is alleged to breach the

provisions of Chapter Two (Investment Protection); and

(d) the relief sought and the estimated loss or damage that was allegedly caused to the claimant or

its locally established company by reason of that breach.

3. The request for consultations shall be submitted:

(a) within 30 months of the date on which the claimant or, as applicable, the locally established

company, first acquired, or should have first acquired, knowledge of the treatment alleged to

breach the provisions of Chapter Two (Investment Protection); or

EU/SG/en 32

(b) in the event that local remedies are being pursued when the time period referred to in

subparagraph (a) elapses, within one year of the date on which the claimant or, as applicable,

the locally established company, ceases to pursue those local remedies, and, in any event, no

later than 10 years after the date on which the claimant or, as applicable, its locally

established company, first acquired, or should have first acquired, knowledge of the treatment

alleged to breach the provisions of Chapter Two (Investment Protection).

4. In the event that the claimant has not submitted a claim pursuant to Article 3.6 (Submission of

Claims to the Tribunal) within 18 months of submitting the request for consultations, the claimant

shall be deemed to have withdrawn its request for consultations and any notice of intent, and shall

be deemed to have waived its rights to bring such a claim. This period may be extended by

agreement between the parties involved in the consultations.

5. The time periods referred to in paragraphs 3 and 4 shall not render a claim inadmissible where

the claimant can demonstrate that the failure to request consultations or submit a claim, as the case

may be, is due to the claimant's inability to act as a result of actions deliberately taken by the other

Party, provided that the claimant acts as soon as it is reasonably able to act.

6. In the event that the request for consultations concerns an alleged breach of this Agreement by

the Union, or by any Member State of the Union, it shall be sent to the Union.

7. The disputing parties may hold the consultations through video conference or other means,

where appropriate, such as in the case where the claimant is a small or medium-sized enterprise.

EU/SG/en 33

ARTICLE 3.4

Mediation and Alternative Dispute Resolution

1. The disputing parties may at any time, including prior to the delivery of a notice of intent,

agree to have recourse to mediation.

2. Recourse to mediation is voluntary and without prejudice to the legal position of either

disputing party.

3. Recourse to mediation may be governed by the rules set out in Annex 6 (Mediation

Mechanism for Disputes between Investors and Parties) or such other rules as the disputing parties

may agree. Any time limit mentioned in Annex 6 (Mediation Mechanism for Disputes between

Investors and Parties) may be modified by mutual agreement between the disputing parties.

4. The mediator shall be appointed by agreement of the disputing parties or in accordance with

Article 3 (Selection of the Mediator) of Annex 6 (Mediation Mechanism for Disputes between

Investors and Parties). Mediators shall comply with Annex 7 (Code of Conduct for Members of the

Tribunal, the Appeal Tribunal and Mediators).

5. The disputing parties shall endeavour to reach a mutually agreed solution within 60 days of

the appointment of the mediator.

EU/SG/en 34

6. Once the disputing parties agree to have recourse to mediation, paragraphs 3 and 4 of

Article 3.3 (Consultations) shall not apply between the date on which it was agreed to have recourse

to mediation and 30 days after the date on which either party to the dispute decides to put an end to

the mediation by way of a letter to the mediator and the other disputing party.

7. Nothing in this Article shall preclude the disputing parties from having recourse to other

forms of alternative dispute resolution.

ARTICLE 3.5

Notice of Intent

1. If the dispute cannot be settled within three months of the submission of the request for

consultations, the claimant may deliver a notice of intent, which shall specify in writing the

claimant's intention to submit the claim to dispute settlement, and shall contain the following

information:

(a) the name and address of the claimant and, where such request is submitted on behalf of a

locally established company, the name, address, and place of incorporation of the locally

established company;

(b) the provisions of Chapter Two (Investment Protection) that are alleged to have been breached;

(c) the legal and factual basis for the dispute, including the treatment that is alleged to breach the

provisions of Chapter Two (Investment Protection); and

EU/SG/en 35

(d) the relief sought and the estimated loss or damage that was allegedly caused to the claimant or

its locally established company by reason of that breach.

The notice of intent shall be sent to the Union or to Singapore, as the case may be.

2. Where a notice of intent has been sent to the Union, the Union shall make a determination of

the respondent within two months of the date of receipt of the notice. The Union shall inform the

claimant of this determination immediately, on the basis of which the claimant may submit a claim

pursuant to Article 3.6 (Submission of Claims to the Tribunal).

3. Where no determination of the respondent has been made pursuant to paragraph 2, the

following shall apply:

(a) in the event that the notice of intent exclusively identifies treatment by a Member State of the

Union, that Member State shall act as respondent;

(b) in the event that the notice of intent identifies any treatment by an institution, body or agency

of the Union, the Union shall act as respondent.

4. Where either the Union or a Member State acts as respondent, neither the Union nor the

Member State concerned shall assert the inadmissibility of a claim, or otherwise assert that a claim

or award is unfounded or invalid, on the grounds that the proper respondent should be or should

have been the Union rather than the Member State or _vice versa_ .

EU/SG/en 36

5. For greater certainty, nothing in this Agreement or the applicable dispute settlement rules

shall prevent the Union and the Member State concerned from exchanging any information relating

to a dispute.

ARTICLE 3.6

Submission of Claims to the Tribunal

1. No earlier than three months from the date of the notice of intent delivered pursuant to

Article 3.5 (Notice of Intent), the claimant may submit the claim to the Tribunal under one of the

following dispute settlement rules **[1]** :

(a) the Convention on the Settlement of Investment Disputes between States and Nationals of

Other States of 18 March 1965 (hereinafter referred to as the "ICSID Convention"), provided

that both the respondent and the State of the claimant are parties to the ICSID Convention;

**1** For greater certainty:
(a) the rules of the relevant dispute settlement mechanisms shall apply subject to the
specific rules set out in this Section, and supplemented by decisions adopted pursuant to
subparagraph 4(g) of Article 4.1 (Committee); and
(b) claims where a representative submits a claim in the name of a class composed of an
undetermined number of unidentified claimants and intends to conduct the proceedings
by representing the interests of such claimants and making all decisions relating to the
conduct of the claim on their behalf shall not be admissible.

EU/SG/en 37

(b) the ICSID Convention, in accordance with the Rules on the Additional Facility for the

Administration of Proceedings by the Secretariat of the International Centre for Settlement of

Investment Disputes (hereinafter referred to as the "ICSID Additional Facility Rules"),

provided that either the respondent or the State of the claimant is a party to the ICSID

Convention; **[1]**

(c) the arbitration rules of the United Nations Commission on International Trade

Law (UNCITRAL); or

(d) any other rules if the disputing parties so agree.

2. Paragraph 1 of this Article shall constitute the consent of the respondent to the submission of

a claim under this Section. The consent under paragraph 1 and the submission of a claim under this

Section shall be deemed to satisfy the requirements of:

(a) Chapter II of the ICSID Convention, and the ICSID Additional Facility Rules, for written

consent of the disputing parties; and

(b) Article II of the United Nations Convention on the Recognition and Enforcement of Foreign

Arbitral Awards, done at New York on 10 June 1958 (hereinafter referred to as the "New

York Convention") for an "agreement in writing".

**1** For the purpose of subparagraphs (a) and (b), the term "State" is deemed to include the Union,
if the Union accedes to the ICSID Convention.

EU/SG/en 38

ARTICLE 3.7

Conditions to the Submission of Claim

1. A claim may be submitted under this Section only if:

(a) the submission of the claim is accompanied by the claimant's written consent to dispute

settlement in accordance with the procedures set out in this Section and by the claimant's

designation of one of the fora rules referred to in paragraph 1 of Article 3.6 (Submission of

Claims to the Tribunal) as the rules for dispute settlement;

(b) at least six months have elapsed since the submission of the request for consultations under

Article 3.3 (Consultations) and at least three months have elapsed since the submission of the

notice of intent under Article 3.5 (Notice of Intent);

(c) the request for consultations and the notice of intent submitted by the claimant fulfilled the

requirements set out in paragraph 2 of Article 3.3 (Consultations) and paragraph 1 of

Article 3.5 (Notice of Intent) respectively;

(d) the legal and factual basis of the dispute was subject to prior consultation pursuant to

Article 3.3 (Consultations);

(e) all the claims identified in the submission of the claim made pursuant to

Article 3.6 (Submission of Claims to Tribunal) are based on treatment identified in the notice

of intent made pursuant to Article 3.5 (Notice of Intent); and

EU/SG/en 39

(f) the claimant:

(i) withdraws any pending claim submitted to the Tribunal, or to any other domestic or

international court or tribunal under domestic or international law, concerning the same

treatment as alleged to breach the provisions of Chapter Two (Investment Protection);

(ii) declares that it will not submit such a claim in the future; and

(iii) declares that it will not enforce any award rendered pursuant to this Section before such

award has become final, and that it will not seek to appeal, review, set aside, annul or

revise, or initiate any other similar procedure before an international or domestic court

or tribunal, as regards an award pursuant to this Section.

2. For the purposes of subparagraph 1(f), the term "claimant" refers to the investor and, where

applicable, to the locally established company. In addition, for the purposes of subparagraph 1(f)(i)

the term "claimant" includes all persons who directly or indirectly have an ownership interest in, or

who are controlled by the investor or, where applicable, the locally established company.

3. Upon request by the respondent, the Tribunal shall decline jurisdiction where the claimant

fails to respect any of the requirements or declarations referred to in paragraphs 1 and 2.

EU/SG/en 40

4. Subparagraph 1(f) shall not prevent the claimant from seeking interim measures of protection

before the courts or administrative tribunals of the respondent prior to the institution of proceedings

before any of the dispute settlement fora referred to in Article 3.6 (Submission of Claims to the

Tribunal) or while such proceedings are pending. For the purposes of this Article, interim measures

of protection shall be for the sole purpose of the preservation of the claimant's rights and interests,

and shall not involve the payment of damages or the resolution of the substance of the matter in

dispute.

5. For greater certainty, the Tribunal shall decline jurisdiction if the dispute had arisen, or was

very likely to arise, at the time when the claimant acquired ownership or control of the investment

subject to the dispute, and the Tribunal determines, based on the facts, that the claimant acquired

ownership or control of the investment for the main purpose of submitting the claim under this

Section. This paragraph is without prejudice to other jurisdictional objections which could be

entertained by the Tribunal.

ARTICLE 3.8

Third Party Funding

1. Any disputing party benefiting from third party funding shall notify the other disputing party

and the Tribunal of the name and address of the third party funder.

2. Such notification shall be made at the time the claim is submitted, or without delay as soon as

the third party funding is agreed, donated or granted, as applicable.

EU/SG/en 41

ARTICLE 3.9

Tribunal of First Instance

1. A Tribunal of First Instance ("Tribunal") is hereby established to hear claims submitted

pursuant to Article 3.6 (Submission of Claims to the Tribunal).

2. The Committee shall, upon the entry into force of this Agreement, appoint six Members to the

Tribunal. For the purposes of this appointment:

(a) The EU Party shall nominate two Members;

(b) Singapore shall nominate two Members; and

(c) The EU Party and Singapore shall jointly nominate two Members, who shall not be nationals

of any Member State of the Union or of Singapore.

3. The Committee may decide to increase or to decrease the number of the Members by

multiples of three. Additional appointments shall be made on the same basis as provided for in

paragraph 2.

EU/SG/en 42

4. The Members shall possess the qualifications required in their respective countries for

appointment to judicial office, or be jurists of recognised competence. They shall have specialised

knowledge of, or experience in, public international law. It is desirable that they have expertise, in

particular, in international investment law, international trade law, or the resolution of disputes

arising under international investment or international trade agreements.

5. The Members shall be appointed for an eight-year term. However, the inaugural terms of

three of the six persons appointed immediately after the entry into force of this Agreement, to be

determined by lot, shall extend to twelve years. A Member's term of appointment may be renewed

by a decision of the Committee upon the expiry of that Member's term. Vacancies shall be filled as

they arise. A person appointed to replace a person whose term of office has not expired shall hold

office for the remainder of the predecessor's term. A person who is serving on a division of the

Tribunal when his or her term expires may, with the authorisation of the President of the Tribunal,

continue to serve on the division until the closure of the proceedings of that division and shall be

deemed to continue to be a Member of the Tribunal for that purpose only.

6. There shall be a President and Vice-President of the Tribunal, who shall be responsible for

organisational issues. They will be appointed for a four-year term and shall be drawn by lot from

among the Members who have been appointed pursuant to paragraph 2(c). They shall serve on the

basis of a rotation drawn by lot by the Chair of the Committee. The Vice-President shall replace the

President when the President is unavailable.

7. The Tribunal shall hear cases in divisions consisting of three Members, of whom one each

shall have been appointed pursuant to paragraphs 2(a), 2(b), and 2(c), respectively. The division

shall be chaired by the Member who had been appointed pursuant to paragraph 2(c).

EU/SG/en 43

8. Within 90 days of the submission of a claim pursuant to Article 3.6 (Submission of Claims to

the Tribunal), the President of the Tribunal shall appoint the Members composing the division of

the Tribunal hearing the case on a rotation basis, ensuring that the composition of each division is

random and unpredictable, while giving equal opportunity to all Members to serve.

9. Notwithstanding paragraph 7, the disputing parties may agree that a case be heard by a sole

Member. This Member shall be selected by the President of the Tribunal from among those

Members who had been appointed pursuant to paragraph 2(c). The respondent shall give

sympathetic consideration to such a request from the claimant, in particular where the claimant is a

small or medium-sized enterprise or the compensation or damages claimed are relatively low. Such

a request should be made at the same time as the filing of the claim pursuant to Article 3.6

(Submission of Claims to the Tribunal).

10. The Tribunal shall draw up its own working procedures.

11. The Members of the Tribunal shall ensure that they are available and able to perform the

functions set out in this Section.

12. In order to ensure their availability, the Members shall be paid a monthly retainer fee to be

fixed by decision of the Committee. The President of the Tribunal and, where applicable,

the Vice-President, shall receive a fee equivalent to the fee determined pursuant to Article 3.10(11)

(Appeal Tribunal) for each day worked in fulfilling the functions of President of the Tribunal

pursuant to this Section.

EU/SG/en 44

13. The retainer fee and the daily fees for the President or Vice-President of the Tribunal, when

fulfilling the functions of President of the Tribunal pursuant to this Section, shall be paid equally by

both Parties into an account managed by the Secretariat of ICSID. In the event that one Party fails

to pay the retainer fee or the daily fees, the other Party may elect to pay. Any such arrears will

remain payable, with appropriate interest.

14. Unless the Committee adopts a decision pursuant to paragraph 15, the amount of the other

fees and expenses of the Members on a division of the Tribunal shall be those determined pursuant

to Regulation 14(1) of the Administrative and Financial Regulations of the ICSID Convention in

force on the date of the submission of the claim and allocated by the Tribunal among the disputing

parties in accordance with Article 3.21 (Costs).

15. Upon a decision by the Committee, the retainer fee and other fees and expenses may be

permanently transformed into a regular salary. In such an event, the Members shall serve on a full

time basis and the Committee shall fix their remuneration and related organisational matters. In that

event, the Members shall not be permitted to engage in any other occupation, whether gainful or

not, unless the President of the Tribunal exceptionally grants that Member an exemption.

16. The Secretariat of ICSID shall act as Secretariat for the Tribunal and provide it with

appropriate support. The expenses for such support shall be allocated by the Tribunal among the

disputing parties in accordance with Article 3.21 (Costs).

EU/SG/en 45

ARTICLE 3.10

Appeal Tribunal

1. A permanent Appeal Tribunal is hereby established to hear appeals from provisional awards

issued by the Tribunal.

2. The Committee shall, upon the entry into force of this Agreement, appoint six Members to the

Appeal Tribunal. For the purposes of this appointment:

(a) The EU Party shall nominate two Members;

(b) Singapore shall nominate two Members; and

(c) The EU Party and Singapore shall jointly nominate two Members, who shall not be nationals

of any Member State of the Union or of Singapore.

3. The Committee may decide to increase or to decrease the number of the Members of the

Appeal Tribunal by multiples of three. Additional appointments shall be made on the same basis as

provided for in paragraph 2.

4. The Appeal Tribunal Members shall possess the qualifications required in their respective

countries for appointment to the highest judicial offices, or be jurists of recognised competence.

They shall have specialised knowledge of, or experience in, public international law. It is desirable

that they have expertise, in particular, in international investment law, international trade law, or the

resolution of disputes arising under international investment or international trade agreements.

EU/SG/en 46

5. The Appeal Tribunal Members shall be appointed for an eight-year term. However, the

inaugural terms of three of the six persons appointed immediately after the entry into force of this

Agreement, to be determined by lot, shall extend to twelve years. A Member's term of appointment

may be renewed by a decision of the Committee upon the expiry of that Member's term. Vacancies

shall be filled as they arise. A person appointed to replace a person whose term of office has not

expired shall hold office for the remainder of the predecessor's term. A person who is serving on a

division of the Appeal Tribunal when his or her term expires may, with the authorisation of the

President of the Appeal Tribunal, continue to serve on the division until the closure of the

proceedings of that division and shall be deemed to continue to be a Member of the Appeal

Tribunal for that purpose only.

6. There shall be a President and Vice-President of the Appeal Tribunal who shall be responsible

for organisational issues. They will be appointed for a four-year term, and shall be drawn by a lot

from among the Appeal Tribunal Members who have been appointed pursuant to paragraph 2(c).

They shall serve on the basis of a rotation drawn by lot by the Chair of the Committee. The

Vice-President shall replace the President when the President is unavailable.

7. The Appeal Tribunal shall hear cases in divisions consisting of three Members, of whom one

each shall have been appointed pursuant to paragraphs 2(a), 2(b), and 2(c), respectively. The

division shall be chaired by the Member who had been appointed pursuant to paragraph 2(c).

8. The President of the Appeal Tribunal shall appoint the Members composing the division of

the Appeal Tribunal hearing the appeal on a rotation basis, ensuring that the composition of each

division is random and unpredictable, while giving equal opportunity to all Members to serve.

9. The Appeal Tribunal shall draw up its own working procedures.

EU/SG/en 47

10. The Appeal Tribunal Members shall ensure that they are available and able to perform the

functions set out in this Section.

11. In order to ensure their availability, the Members shall be paid a monthly retainer fee and

receive a fee for each day worked as a Member, to be determined by decision of the Committee.

The President of the Appeal Tribunal and, where applicable, the Vice-President, shall receive a fee

for each day worked in fulfilling the functions of President of the Appeal Tribunal pursuant to this

Section.

12. The retainer fee and the daily fees for the President or Vice-President of the Appeal Tribunal

when working in fulfilling the functions of President of the Appeal Tribunal pursuant to this Section

shall be paid equally by both Parties into an account managed by the Secretariat of ICSID. In the

event that one Party fails to pay the retainer fee or the daily fees, the other Party may elect to pay.

Any such arrears will remain payable, with appropriate interest.

13. Upon a decision by the Committee, the retainer fee and the daily fees may be permanently

transformed into a regular salary. In such an event, the Appeal Tribunal Members shall serve on a

full-time basis and the Committee shall fix their remuneration and related organisational matters. In

that event, the Appeal Tribunal Members shall not be permitted to engage in any other occupation,

whether gainful or not, unless exemption is exceptionally granted by the President of the Appeal

Tribunal.

14. The Secretariat of ICSID shall act as Secretariat for the Appeal Tribunal and provide it with

appropriate support. The expenses for such support shall be allocated by the Tribunal among the

disputing parties in accordance with Article 3.21 (Costs).

EU/SG/en 48

ARTICLE 3.11

Ethics

1. The Members of the Tribunal and of the Appeal Tribunal shall be chosen from among persons

whose independence is beyond doubt. They shall not be affiliated with any government, **[1]** and, in

particular, shall not take instructions from any government or organisation with regard to matters

related to the dispute. They shall not participate in the consideration of any disputes that would

create a direct or indirect conflict of interest. In so doing they shall comply with Annex 7 (Code of

Conduct for Members of the Tribunal, the Appeal Tribunal and Mediators). In addition, upon

appointment, they shall refrain from acting as counsel, party-appointed expert or party-appointed

witness in any pending or new investment protection dispute under this or any other agreement or

domestic law.

2. If a disputing party considers that a Member has conflict of interest, it shall send a notice of

challenge of that Member's appointment to the President of the Tribunal or to the President of the

Appeal Tribunal, respectively. The notice of challenge shall be sent within 15 days of the date on

which the composition of the division of the Tribunal or of the Appeal Tribunal has been

communicated to the disputing party, or within 15 days of the date on which the relevant facts came

to its knowledge, if they could not have reasonably been known at the time of composition of the

division. The notice of challenge shall state the grounds for the challenge.

**1** For greater certainty, the fact that a person receives an income from the government, or was
formerly employed by the government, or has family relationship with a person who receives
an income from the government, does not in itself render that person ineligible.

EU/SG/en 49

3. If, within 15 days of the date of the notice of challenge, the challenged Member has elected

not to resign from that division, the President of the Tribunal or the President of the Appeal

Tribunal, respectively, shall, after hearing the disputing parties and after providing the Member an

opportunity to submit any observations, issue a decision within 45 days of receipt of the notice of

challenge and notify the disputing parties and other Members of the division without delay.

4. Challenges against the appointment to a division of the President of the Tribunal shall be

decided by the President of the Appeal Tribunal and vice-versa.

5. Upon a reasoned recommendation from the President of the Appeal Tribunal, the Parties, by

decision of the Committee, may decide to remove a Member from the Tribunal or from the Appeal

Tribunal, where his or her behaviour is inconsistent with the obligations set out in paragraph 1 and

is incompatible with his or her continued membership of the Tribunal or Appeal Tribunal. If the

behaviour in question is alleged to be that of the President of the Appeal Tribunal then the President

of the Tribunal of First Instance shall submit the reasoned recommendation. Articles 3.9(5)

(Tribunal of First Instance) and 3.10(4) (Appeal Tribunal) shall apply _mutatis mutandis_ for filling

vacancies that may arise pursuant to this paragraph.

EU/SG/en 50

ARTICLE 3.12

Multilateral Dispute Settlement Mechanism

The Parties shall pursue, with each other and with other interested trading partners, the

establishment of a multilateral investment tribunal and appellate mechanism for the resolution of

international investment disputes. Upon the establishment of such a multilateral mechanism, the

Committee shall consider adopting a decision to provide that investment disputes under this Section

are to be resolved through that multilateral mechanism, and to make appropriate transitional

arrangements.

ARTICLE 3.13

Applicable Law and Rules of Interpretation

1. The Tribunal shall decide whether the treatment that is the subject of the claim is in breach of

an obligation under Chapter Two (Investment Protection).

EU/SG/en 51

2. Subject to paragraph 3, the Tribunal shall apply this Agreement interpreted in accordance

with the Vienna Convention on the Law of Treaties and other rules and principles of international

law applicable between the Parties. **[1]**

3. Where serious concerns arise as regards issues of interpretation which may affect matters

relating to this Agreement, the Committee, pursuant to subparagraph 4(f) of Article 4.1

(Committee), may adopt interpretations of provisions of this Agreement. An interpretation adopted

by the Committee shall be binding on the Tribunal and the Appeal Tribunal and any award shall be

consistent with that decision. The Committee may decide that an interpretation shall have binding

effect from a specific date.

ARTICLE 3.14

Claims Manifestly Without Legal Merit

1. The respondent may file an objection that a claim is manifestly without legal merit no later

than 30 days after the constitution of a division of the Tribunal pursuant to Article 3.9 (Tribunal of

First Instance) and in any event before the first session of the division of the Tribunal.

**1** For greater certainty, the domestic law of the Parties shall not be part of the applicable law.
Where the Tribunal is required to ascertain the meaning of a provision of the domestic law of
one of the Parties as a matter of fact, it shall follow the prevailing interpretation of that
provision made by the courts or authorities of that Party, and any meaning given to the
relevant domestic law made by the Tribunal shall not be binding upon the courts or the
authorities of either Party. The Tribunal shall not have jurisdiction to determine the legality of
a measure, alleged to constitute a breach of this Agreement, under the domestic law of the
disputing Party.

EU/SG/en 52

2. The respondent shall specify as precisely as possible the basis for the objection.

3. The Tribunal, after giving the disputing parties an opportunity to present their observations on

the objection, shall issue a decision or provisional award on the objection at the first session of the

division of the Tribunal or promptly thereafter.

4. This procedure and any decision of the Tribunal shall be without prejudice to the right of a

respondent to object, pursuant to Article 3.15 (Claims Unfounded as a Matter of Law) or in the

course of the proceedings, to the legal merits of a claim and without prejudice to the Tribunal's

authority to address other objections as a preliminary question.

ARTICLE 3.15

Claims Unfounded as a Matter of Law

1. Without prejudice to the Tribunal's authority to address other objections as a preliminary

question or to a respondent's right to raise any such objections at any appropriate time, the Tribunal

shall address and decide as a preliminary question any objection by the respondent that, as a matter

of law, a claim submitted pursuant to Article 3.6 (Submission of Claims to the Tribunal), or any part

thereof, is not a claim for which an award in favour of the claimant may be made under this Section,

even if the facts alleged were assumed to be true. The Tribunal may also consider any other relevant

facts that are not in dispute.

EU/SG/en 53

2. An objection under paragraph 1 shall be submitted to the Tribunal as soon as possible after

the division of the Tribunal is constituted, and in no event later than the date the Tribunal fixes for

the respondent to submit its counter-memorial or statement of defence or, in the case of an

amendment to the claim, the date the Tribunal fixes for the respondent to submit its response to the

amendment. An objection may not be submitted under paragraph 1 as long as proceedings under

Article 3.14 (Claims Manifestly without Legal Merit) are pending, unless the Tribunal grants leave

to file an objection under this Article, after having taken due account of the circumstances of the

case.

3. Upon receipt of an objection under paragraph 1, and unless it considers the objection

manifestly unfounded, the Tribunal shall suspend any proceedings on the merits, shall establish a

schedule for considering the objection consistent with any schedule it has established for

considering any other preliminary question, and shall issue a decision or provisional award on the

objection, stating the grounds for its decision or provisional award.

ARTICLE 3.16

Transparency of Proceedings

Annex 8 (Rules on Public Access to Documents, Hearings and the Possibility of Third Persons to

Make Submissions) applies to disputes under this Section.

EU/SG/en 54

ARTICLE 3.17

The Non-disputing Party to the Agreement

1. The Tribunal shall accept or, after consultation with the disputing parties, may invite, oral or

written submissions on issues of treaty interpretation from the non-disputing Party.

2. The Tribunal shall not draw any inference from the absence of any submission or response to

any invitation pursuant to paragraph 1.

3. The Tribunal shall ensure that any submission does not disrupt or unduly burden the

proceedings, or unfairly prejudice any disputing party.

4. The Tribunal shall also ensure that the disputing parties are given a reasonable opportunity to

present their observations on any submission by the non-disputing Party.

EU/SG/en 55

ARTICLE 3.18

Awards

1. Where the Tribunal decides that the treatment in dispute is in breach of an obligation under

Chapter Two (Investment Protection), the Tribunal may award, separately or in combination, only: **[1]**

(a) monetary damages and any applicable interest; and

(b) the restitution of property, provided that the respondent may pay monetary damages and any

applicable interest, as determined by the Tribunal in accordance with Chapter Two

(Investment Protection), in lieu of restitution.

2. Monetary damages shall not be greater than the amount of the loss suffered by the claimant or

its locally established company, as applicable, as a result of the breach of the relevant provisions of

Chapter Two (Investment Protection), less any prior damages or compensation already provided by

the Party concerned. The Tribunal shall not award punitive damages.

3. Where a claim is submitted on behalf of a locally established company, the award shall be

made to the locally established company.

**1** For greater certainty, an award shall be made on the basis of a request from the claimant and
shall be made after considering any comments of the disputing parties.

EU/SG/en 56

4. As a general rule, the Tribunal shall issue a provisional award within 18 months of the date of

submission of the claim. Where the Tribunal considers that it cannot issue its provisional award

within 18 months, it shall inform the disputing parties in writing of the reasons for the delay,

together with an estimate of the period within which it will issue its provisional award. A

provisional award shall become final 90 days after it has been issued if neither disputing party has

appealed the award to the Appeal Tribunal.

ARTICLE 3.19

Appeal Procedure

1. Either disputing party may appeal a provisional award before the Appeal Tribunal within 90

days of its issuance. The grounds for appeal are:

(a) that the Tribunal has erred in the interpretation or application of the applicable law;

(b) that the Tribunal has manifestly erred in the appreciation of the facts, including the

appreciation of relevant domestic law; or,

(c) those provided for in Article 52 of the ICSID Convention, insofar as they are not covered

by (a) and (b).

2. If the Appeal Tribunal dismisses the appeal, the provisional award shall become final. The

Appeal Tribunal may also dismiss the appeal on an expedited basis where it is clear that the appeal

is manifestly unfounded, in which case the provisional award shall become final.

EU/SG/en 57

3 If the Appeal Tribunal upholds the appeal, it shall modify or reverse the legal findings and

conclusions in the provisional award in whole or in part. The Appeal Tribunal shall refer the matter

back to the Tribunal, specifying precisely how it has modified or reversed the relevant findings and

conclusions of the Tribunal. The Tribunal shall be bound by the findings and conclusions of the

Appeal Tribunal and, after hearing the disputing parties, if appropriate, shall revise its provisional

award accordingly. The Tribunal shall seek to issue its revised award within 90 days of the referral

of the matter back to it.

4. As a general rule, the appeal proceedings shall not exceed 180 days, calculated from the date

on which a disputing party formally notifies its decision to appeal to the date on which the Appeal

Tribunal issues its decision. Where the Appeal Tribunal considers that it cannot issue its decision

within 180 days, it shall inform the disputing parties in writing of the reasons for the delay, together

with an estimate of the period within which it will issue its decision. In no case should the

proceedings exceed 270 days.

5. A disputing party lodging an appeal shall provide security for the costs of appeal. The

disputing party shall also provide any other security as may be ordered by the Appeal Tribunal.

6. The provisions of Articles 3.8 (Third-Party Funding), Annex 8 (Rules on Public Access to

Documents, Hearings and the Possibility of Third Persons to Make Submissions),

3.17 (The Non-disputing Party to the Agreement) and Article 3.21 (Costs) shall apply

_mutatis mutandis_ in respect of the appeal procedure.

EU/SG/en 58

ARTICLE 3.20

Indemnification or Other Compensation

The respondent may not assert, and the Tribunal shall not accept, as a defence, counterclaim, right

of set-off, or for any other reason, that the claimant has received or will receive indemnification or

other compensation pursuant to an insurance or guarantee contract, for all or part of the damages

sought in a dispute initiated under this Section.

ARTICLE 3.21

Costs

1. The Tribunal shall order that the costs of the proceedings are to be borne by the unsuccessful

disputing party. In exceptional circumstances, the Tribunal may apportion costs between the

disputing parties if it determines that apportionment is appropriate in the circumstances of the case.

2. Other reasonable costs, including costs of legal representation and assistance, shall be borne

by the unsuccessful party, unless the Tribunal determines that such apportionment of costs is not

appropriate in the circumstances of the case.

3. Where only some parts of the claims have been successful, the costs awarded shall be

adjusted, proportionately, to the number or extent of the successful parts of the claims.

EU/SG/en 59

4. Where a claim or parts of a claim are dismissed on application of Article 3.14 (Claims

Manifestly without Legal Merits) or Article 3.15 (Claims Unfounded as a Matter of Law), the

Tribunal shall order that all costs relating to such a claim or to parts thereof, including the costs of

the proceedings and other reasonable costs, including costs of legal representation and assistance,

shall be borne by the unsuccessful disputing party.

5. The Committee shall consider adopting supplemental rules on fees for the purpose of

determining the maximum amount of the costs of legal representation and assistance that may be

borne by specific categories of unsuccessful disputing parties. Such supplemental rules shall take

into account the financial resources of a claimant which is a natural person or a small or

medium-sized enterprise. The Committee shall endeavour to adopt such supplemental rules no later

one year after the entry into force of this Agreement.

ARTICLE 3.22

Enforcement of Awards

1. An award rendered pursuant to this section shall not be enforceable until it has become final

pursuant to Articles 3.18(4) (Award), 3.19(2) (Appeal Procedure), or 3.19(3) (Appeal Procedure).

Final awards issued pursuant to this Section by the Tribunal shall be binding between the disputing

parties and shall not be set aside, subject to appeal, review, annulment or any other remedy. **[1]**

**1** For greater certainty, this does not prevent a disputing party from requesting the Tribunal to
revise, correct, or interpret an award, such as pursuant to Articles 50 and 51 ICSID
Convention or Articles 37 and 38 of the UNCITRAL Arbitration Rules, or equivalent
provisions of other rules, as applicable to the proceedings in question.

EU/SG/en 60

2. Each Party shall recognise an award rendered pursuant to this Agreement as binding and

enforce the pecuniary obligation within its territory as if it were a final judgement of a court in that

Party.

3. The execution of the award shall be governed by the laws concerning the execution of

judgments or awards in force where such execution is sought.

4. For greater certainty, Article 4.11 (No Direct Effect) of Chapter Four (Institutional, General

and Final Provisions) shall not prevent the recognition, execution or enforcement of awards

rendered pursuant to this Section.

5. For the purposes of Article I of the New York Convention, final awards issued pursuant to

this Section are arbitral awards relating to claims that are considered to arise out of a commercial

relationship or transaction.

6. For greater certainty, and subject to paragraph 1, where a claim has been submitted to dispute

settlement pursuant to Article 3.6(1)(a) (Submission of Claims to the Tribunal), a final award issued

pursuant to this Section shall qualify as an award under Section 6 of Chapter IV of the ICSID

Convention.

EU/SG/en 61

ARTICLE 3.23

Role of the Parties to the Agreement

1. Neither Party shall give diplomatic protection, or bring an international claim, in respect of a

dispute which one of its investors and the other Party have consented to submit, or have submitted,

to dispute settlement under this Section, unless such other Party has failed to abide by and comply

with the award rendered in that dispute. "Diplomatic protection", for the purposes of this paragraph,

does not include informal diplomatic exchanges for the sole purpose of facilitating a settlement of

the dispute.

2. For greater certainty, paragraph 1 shall not exclude the possibility of a Party having recourse

to dispute settlement procedures under Section B (Resolution of Disputes between Parties) of

Chapter Three (Dispute Settlement) in respect of a measure of general application, even if that

measure is alleged to have breached the Agreement as regards a specific investment in respect of

which a claim has been submitted pursuant to Article 3.6 (Submission of Claims to the Tribunal)

and is without prejudice to Article 3.17 (The Non-disputing Party to the Agreement).

EU/SG/en 62

ARTICLE 3.24

Consolidation

1. Where two or more claims that have been submitted separately under Article 3.6 (Submission

of Claims to the Tribunal) have a question of law or fact in common and arise out of the same

events or circumstances, a disputing party may seek the establishment of a separate division of the

Tribunal ("consolidating division") and request that such division issue a consolidation order in

accordance with:

(a) the agreement of all the disputing parties sought to be covered by the order, in which case the

disputing parties shall submit a joint request in accordance with paragraph 3; or

(b) paragraphs 2 to 12, provided that only one respondent is sought to be covered by the order.

2. A disputing party seeking a consolidation order shall first deliver a notice to the other

disputing parties sought to be covered by the order. This notice shall specify:

(a) the names and addresses of all the disputing parties sought to be covered by the order;

(b) the claims, or parts thereof, sought to be covered by the order; and

(c) the grounds for the order sought.

EU/SG/en 63

The disputing parties shall endeavour to agree on the consolidation order sought and on the

applicable dispute settlement rules.

3. Where the disputing parties referred to in paragraph 2 have not reached an agreement on

consolidation within 30 days of the notice, a disputing party may request a consolidation order

under paragraphs 3 through 7. The request shall be in writing and shall be delivered to the President

of the Tribunal and all the disputing parties sought to be covered by the order. Such a request shall

specify:

(a) the names and addresses of all the disputing parties sought to be covered by the order;

(b) the claims, or parts thereof, sought to be covered by the order; and

(c) the grounds for the order sought.

Where the disputing parties have reached an agreement on consolidation of the claims, they shall

submit a joint request to the President of the Tribunal in accordance with this paragraph.

4. Unless the President of the Tribunal finds within 30 days of receiving a request under

paragraph 3 that the request is manifestly unfounded, a consolidating division of the Tribunal shall

be established in accordance with Article 3.9(8) (Tribunal of First Instance).

EU/SG/en 64

5. The consolidating division of the Tribunal shall conduct its proceedings in the following

manner:

(a) unless all disputing parties otherwise agree, where all the claims for which a consolidation

order is sought have been submitted under the same dispute settlement rules, the consolidating

division shall proceed under the same dispute settlement rules;

(b) where the claims for which a consolidation order is sought have not been submitted under the

same dispute settlement rules:

(i) the disputing parties may agree on the dispute settlement rules available under

Article 3.6 (Submission of Claims to the Tribunal) which shall apply to the

consolidation proceedings; or

(ii) if the disputing parties cannot agree on the same dispute settlement rules within 30 days

of the request made pursuant to paragraph 3, the UNCITRAL arbitration rules shall

apply to the consolidation proceedings.

6. Where the consolidating division is satisfied that two or more claims that have been submitted

under Article 3.6 (Submission of Claims to the Tribunal) have a question of law or fact in common

and arise out of the same events or circumstances, the consolidating division may, in the interest of

fair and efficient resolution of the claims, including the consistency of awards, and after hearing the

disputing parties, by order:

(a) assume jurisdiction over, and may hear and determine together, all or part of the claims; or

EU/SG/en 65

(b) assume jurisdiction over, and hear and determine, one or more of the claims, the

determination of which it believes would assist in the resolution of the others.

7. Where a consolidating division has been established, a claimant that has submitted a claim

under Article 3.6 (Submission of Claims to the Tribunal) and that has not been named in a request

made under paragraph 3 may make a written request to the consolidating division that it be included

in any order made under paragraph 6. Such request shall comply with the requirements set out in

paragraph 3.

8. On application by a disputing party, the consolidating division, pending its decision under

paragraph 6, may order that the proceedings of a division established under Article 3.9 (Tribunal of

First Instance) be stayed, unless the latter division has already adjourned its proceedings.

9. A division of the Tribunal established under Article 3.9 (Tribunal of First Instance) shall

cease to have jurisdiction to decide a claim, or parts of a claim, over which a consolidating division

has assumed jurisdiction, and the proceedings of a division established under Article 3.9 (Tribunal

of First Instance) shall be stayed or adjourned accordingly.

10. The award of the consolidating division in relation to claims, or parts of claims, over which it

has assumed jurisdiction, shall be binding on the divisions established under Article 3.9 (Tribunal of

First Instance) in respect of these claims, as of the date on which the award becomes final pursuant

to Articles 3.18(4) (Award), 3.19(2) (Appeal Procedure), or 3.19(3) (Appeal Procedure).

EU/SG/en 66

11. A claimant may withdraw its claim, or part thereof that is subject to consolidation, from

dispute settlement proceedings under this Article, provided that such claim or part thereof may not

thereafter be resubmitted under Article 3.6 (Submission of Claims to the Tribunal).

12. At the request of one of the disputing parties, the consolidating division may take such

measures as it sees fit in order to preserve the confidentiality of protected information of that

disputing party vis-à-vis other disputing parties. Such measures may include allowing the

submission of redacted versions of documents that contain protected information to the other

disputing parties, or arrangements to hold parts of the hearing in private.

SECTION B

RESOLUTION OF DISPUTES BETWEEN PARTIES

ARTICLE 3.25

Scope

This Section applies to any dispute between the Parties concerning the interpretation and

application of the provisions of this Agreement, except as otherwise expressly provided.

EU/SG/en 67

ARTICLE 3.26

Consultations

1. The Parties shall endeavour to resolve any dispute concerning the interpretation and

application of the provisions referred to in Article 3.25 (Scope) by entering into consultations in

good faith with the aim of reaching a mutually agreed solution.

2. A Party shall seek consultations by means of a written request to the other Party, copied to the

Committee, which shall give the reasons for requesting consultations, including the identification of

the measures at issue, of the applicable provisions referred to in Article 3.25 (Scope), and the

reasons for considering the measures as incompatible with such provisions.

3. Consultations shall be held within 30 days of the date of receipt of the request and, unless the

Parties agree otherwise, shall take place on the territory of the Party complained against. The

consultations shall be deemed to be concluded within 60 days of the date of receipt of the request,

unless the Parties agree otherwise. Consultations shall be confidential, and shall be without

prejudice to the rights of either Party in any further proceedings.

4. Consultations on matters of urgency shall be held within 15 days of the date of receipt of the

request, and shall be deemed to be concluded within 30 days of the date of receipt of the request,

unless the Parties agree otherwise.

EU/SG/en 68

5. If the Party to which the request is made does not respond to the request for consultations

within ten days of the date of its receipt, or if consultations are not held within the timeframes laid

down in paragraph 3 or in paragraph 4 respectively, or if consultations have been concluded and no

mutually agreed solution has been reached, the complaining Party may request the establishment of

an arbitration panel in accordance with Article 3.28 (Initiation of Arbitration Procedure).

ARTICLE 3.27

Mediation

Any Party may request the other Party to enter into a mediation procedure pursuant to Annex 10

(Mediation Procedure for Disputes between Parties) with respect to any measure adversely affecting

investment between the Parties.

ARTICLE 3.28

Initiation of Arbitration Procedure

1. Where the Parties have failed to resolve a dispute by recourse to consultations as provided for

in Article 3.26 (Consultations), the complaining Party may request the establishment of an

arbitration panel in accordance with this Article.

EU/SG/en 69

2. The request for the establishment of an arbitration panel shall be made in writing to the Party

complained against and to the Committee. The complaining Party shall identify in its request the

specific measure at issue, and it shall explain how such measure could constitute a breach of the

provisions referred to in Article 3.25 (Scope) in a manner sufficient to clearly present the legal basis

for the complaint.

ARTICLE 3.29

Establishment of the Arbitration Panel

1. An arbitration panel shall be composed of three arbitrators.

2. Within five days of the date of receipt of the request referred to in paragraph 1 of

Article 3.28 (Initiation of Arbitration Procedure) by the Party complained against, the Parties shall

enter into consultations in order to agree on the composition of the arbitration panel.

3. In the event that the Parties are unable to agree on the choice of chairperson of the arbitration

panel within ten days of entering into the consultations referred to in paragraph 2, within 20 days of

entering into consultations referred to in paragraph 2, the chairperson of the Committee or the

chairperson's delegate, shall select one arbitrator who will serve as a chairperson by lot from the list

referred to under paragraph 1 of Article 3.44 (Lists of Arbitrators).

EU/SG/en 70

4. In the event that the Parties are unable to agree on the arbitrators within ten days of entering

into the consultations referred to in paragraph 2:

(a) each Party may select one arbitrator, who will not act as a chairperson, from the individuals

on the list established under paragraph 2 of Article 3.44 (Lists of Arbitrators), within 15 days

of entering into the consultations referred to in paragraph 2; and

(b) if either Party fails to select an arbitrator under subparagraph 4(a), the chairperson of the

Committee or the chairperson's delegate shall select any remaining arbitrator by lot from

among the individuals proposed by that Party pursuant to paragraph 2 of Article 3.44 (Lists of

Arbitrators), within 20 days of entering into consultations referred to in paragraph 2.

5. Should the list provided for in paragraph 2 of Article 3.44 (Lists of Arbitrators) not be

established at the time required for the purposes of paragraph 4:

(a) where both Parties have proposed individuals pursuant to paragraph 2 of Article 3.44 (Lists of

Arbitrators), each Party may select one arbitrator, who will not act as a chairperson, from

among the individuals proposed, within 15 days of entering into the consultations referred to

in paragraph 2. If a Party fails to select an arbitrator, the chairperson of the Committee or the

chairperson's delegate shall select the arbitrator by lot from among the individuals proposed

by the Party which failed to select its arbitrator; or

EU/SG/en 71

(b) where only one Party has proposed individuals pursuant to paragraph 2 of Article 3.44 (Lists

of Arbitrators), each Party may select one arbitrator, who will not act as a chairperson, from

among the individuals proposed, within 15 days of entering into the consultations referred to

in paragraph 2. If a Party fails to select an arbitrator, the chairperson of the Committee or the

chairperson's delegate shall select the arbitrator by lot from among the individuals proposed.

6. Should the list provided for in paragraph 1 of Article 3.44 (Lists of Arbitrators) not be

established at the time required for the purposes of paragraph 3, the chairperson shall be selected by

lot from among former Members of the WTO Appellate Body, none of whom shall be natural

persons of a Party.

7. The date of establishment of the arbitration panel shall be the date on which the last of the

three arbitrators is selected.

8. The replacement of arbitrators shall take place only for the reasons detailed in Rules 18 to 24

of Annex 9 (Rules of Procedure for Arbitration) and in accordance with the procedures thereunder.

ARTICLE 3.30

Preliminary Ruling on Urgency

If a Party so requests, the arbitration panel shall give a preliminary ruling within ten days of its

establishment on whether it deems the case to be urgent.

EU/SG/en 72

ARTICLE 3.31

Interim Panel Report

1. The arbitration panel shall issue an interim report to the Parties setting out the findings of fact,

the applicability of relevant provisions of this Agreement, and the essential reasons for findings and

recommendations, not later than 90 days from the date of establishment of the arbitration panel.

Where the arbitration panel considers that this deadline cannot be met, the chairperson of the

arbitration panel shall notify the Parties and the Committee in writing, stating the reasons for the

delay and the date on which the arbitration panel plans to issue its interim report. Under no

circumstances should the arbitration panel issue its interim report later than 120 days after the date

of its establishment.

2. Any Party may submit a written request for the arbitration panel to review specific aspects of

the interim report within 30 days of its notification.

3. In cases of urgency, the arbitration panel shall make every effort to issue its interim report

within half of the period allowed under paragraph 1, and any Party may submit a written request for

the arbitration panel to review specific aspects of the interim report within 15 days of its

notification.

4. After considering any written comments by the Parties on the interim report, the arbitration

panel may modify its report and make any further examination it considers appropriate. The

findings of the final ruling of the arbitration panel shall include a sufficient discussion of the

arguments made at the interim review stage, and shall clearly address the written comments of the

two Parties.

EU/SG/en 73

ARTICLE 3.32

Arbitration Panel Ruling

1. The arbitration panel shall issue its ruling to the Parties and to the Committee within 150 days

of the date of the establishment of the arbitration panel. Where it considers that this deadline cannot

be met, the chairperson of the arbitration panel shall notify the Parties and the Committee in

writing, stating the reasons for the delay and the date on which the arbitration panel plans to issue

its ruling. Under no circumstances should the arbitration panel issue its ruling later than 180 days

after the date of its establishment.

2. In cases of urgency, the arbitration panel shall make every effort to issue its ruling

within 75 days of the date of its establishment. Under no circumstances should the arbitration panel

issue its ruling later than 90 days after the date of its establishment.

ARTICLE 3.33

Compliance with the Arbitration Panel Ruling

Each Party shall take any measure necessary to comply in good faith with the ruling of the

arbitration panel, and the Parties shall endeavour to agree on the period of time to comply with the

ruling.

EU/SG/en 74

ARTICLE 3.34

Reasonable Period of Time for Compliance

1. No later than 30 days after the receipt of the notification of the ruling of the arbitration panel

to the Parties, the Party against which the complaint was made shall notify the complaining Party

and the Committee of the time it will require to comply with the ruling of the arbitration panel

(hereinafter referred to as "reasonable period of time"), if immediate compliance is not possible.

2. If there is disagreement between the Parties on the reasonable period of time for compliance

with the ruling of the arbitration panel, within 20 days of the receipt of the notification made under

paragraph 1 by the Party complained against, the complaining Party shall request in writing that the

original arbitration panel determine the reasonable period of time. Such request shall be notified

simultaneously to the other Party and to the Committee. The original arbitration panel shall issue its

ruling to the Parties, and shall notify the Committee thereof, within 20 days of the date of the

submission of the request.

3. In the event that any member of the original arbitration panel is no longer available, the

procedures set out in Article 3.29 (Establishment of the Arbitration Panel) shall apply. The time

limit for issuing the ruling shall be 35 days from the date of the submission of the request referred

to in paragraph 2.

4. The Party against which the complaint was made shall inform the complaining Party in

writing of its progress in complying with the ruling of the arbitration panel at least one month

before the expiry of the reasonable period of time.

EU/SG/en 75

5. The reasonable period of time may be extended by mutual agreement of the Parties.

ARTICLE 3.35

Review of Any Measure Taken to Comply with the Arbitration Panel Ruling

1. The Party complained against shall notify the complaining Party and the Committee, before

the end of the reasonable period of time, of any measures that it has taken to comply with the ruling

of the arbitration panel.

2. In the event that there is disagreement between the Parties concerning the existence of any

measures notified under paragraph 1 or the consistency of such measures with the provisions

referred to in Article 3.25 (Scope), the complaining Party may request in writing that the original

arbitration panel rule on the matter. Such request shall identify the specific measure at issue and the

provisions referred to in Article 3.25 (Scope) with which it considers that measure to be

inconsistent, in a manner sufficient to present the legal basis for the complaint clearly. Such request

shall also explain how the measure in question is inconsistent with the provisions referred to in

Article 3.25 (Scope). The original arbitration panel shall notify its ruling within 45 days of the date

of the submission of the request.

3. In the event that any member of the original arbitration panel is no longer available, the

procedures set out in Article 3.29 (Establishment of the Arbitration Panel) shall apply. The time

limit for issuing the ruling shall be 60 days from the date of the submission of the request referred

to in paragraph 2.

EU/SG/en 76

ARTICLE 3.36

Temporary Remedies in Case of Non-compliance

1. If the Party complained against fails to notify any measure taken to comply with the ruling of

the arbitration panel before the expiry of the reasonable period of time, or if the arbitration panel

rules that no such measures were taken or that the measure notified under paragraph 1 of

Article 3.35 (Review of Any Measure Taken to Comply with the Arbitration Panel Ruling) is

inconsistent with that Party's obligations under the provisions referred to in Article 3.25 (Scope),

the Party against which the complaint was made shall enter into negotiations with the complaining

Party with a view to reaching a mutually acceptable agreement on compensation.

2. If no agreement on compensation is reached within 30 days of the end of the reasonable

period of time, or within 30 days of the issuance of the ruling of the arbitration panel under

Article 3.35 (Review of Any Measure Taken to Comply with the Arbitration Panel Ruling) that no

measures were taken to comply with the ruling of the arbitration panel or that a measure taken to

comply with that ruling is inconsistent with the provisions referred to in Article 3.25 (Scope), the

complaining Party shall be entitled, upon notification to the other Party and to the Committee, to

take appropriate measures at a level equivalent to the nullification or impairment caused by the

violation. The notification shall specify the measures to be taken. The complaining Party may take

such measures at any moment after the expiry of ten days after the date of receipt of the notification

by the Party complained against, unless the Party complained against has requested arbitration

under paragraph 3.

EU/SG/en 77

3. If the Party complained against considers that the measures taken by the complaining Party

are not equivalent to the nullification or impairment caused by the violation, it may request in

writing that the original arbitration panel rule on the matter. Such request shall be notified to the

complaining Party and to the Committee before the expiry of the ten-day period referred to in

paragraph 2. The original arbitration panel, having sought the opinion of experts, if appropriate,

shall notify its ruling on the level of the suspension of obligations to the Parties and to the

Committee within 30 days of the date of the submission of the request. Measures shall not be taken

until the original arbitration panel has notified its ruling, and any measure shall be consistent with

the ruling of the arbitration panel.

4. In the event that any member of the original arbitration panel is no longer available, the

procedures laid down in Article 3.29 (Establishment of the Arbitration Panel) shall apply. The

period for issuing the ruling shall be 45 days from the date of the submission of the request referred

to in paragraph 3.

5. The measures provided for in this Article shall be temporary and shall not be applied after:

(a) the Parties have reached a mutually agreed solution pursuant to Article 3.39 (Mutually Agreed

Solution); or

(b) the Parties have reached an agreement on whether the measure notified under paragraph 1 of

Article 3.37 (Review of Any Measure Taken to Comply After the Adoption of Temporary

Remedies for Non-Compliance) brings the Party complained against into conformity with the

provisions referred to in Article 3.25 (Scope); or

EU/SG/en 78

(c) any measure found to be inconsistent with the provisions referred to in Article 3.25 (Scope)

has been withdrawn or amended so as to bring it into conformity with those provisions, as

ruled under paragraph 2 of Article 3.37 (Review of Any Measure Taken to Comply After the

Adoption of Temporary Remedies for Non-Compliance).

ARTICLE 3.37

Review of Any Measure Taken to Comply

After the Adoption of Temporary Remedies for Non-Compliance

1. The Party complained against shall notify the complaining Party and the Committee of any

measure it has taken to comply with the ruling of the arbitration panel and of its request for the

termination of the measures applied by the complaining Party.

2. If the Parties do not reach an agreement on whether the notified measure brings the Party

complained against into conformity with the provisions referred to in Article 3.25 (Scope) within

30 days of the date of receipt of the notification, the complaining Party shall request in writing that

the original arbitration panel rule on the matter. Such request shall be notified simultaneously to the

other Party and the Committee. The ruling of the arbitration panel shall be notified to the Parties

and the Committee within 45 days of the date of the submission of the request. If the arbitration

panel rules that any measure taken to comply is in conformity with the provisions referred to in

Article 3.25 (Scope), the measures referred to in Article 3.36 (Temporary Remedies in Case of

Non-compliance) shall be terminated.

EU/SG/en 79

ARTICLE 3.38

Suspension and Termination of Arbitration Procedures

1. The arbitration panel, at the written request of both Parties, shall suspend its work at any time

for a period agreed by the Parties, which shall not exceed twelve months. The arbitration panel shall

resume its work at the end of this agreed period at the written request of the complaining Party, or

before the end of this agreed period at the written request of both Parties. If the complaining Party

does not request the resumption of the arbitration panel's work before the expiry of the agreed

period, the dispute settlement procedures initiated pursuant to this Section shall be deemed

terminated. Subject to Article 3.45 (Relation with WTO Obligations), the suspension and

termination of the arbitration panel's work are without prejudice to the rights of either Party in other

proceedings.

2. At any time, the Parties may agree in writing to terminate the dispute settlement procedures

initiated pursuant to this Section.

EU/SG/en 80

ARTICLE 3.39

Mutually Agreed Solution

The Parties may reach a mutually agreed solution to a dispute under this Section at any time. They

shall notify the Committee and the arbitration panel, if any, of such solution. If the solution requires

approval pursuant to the relevant domestic procedures of either Party, the notification shall refer to

this requirement, and the dispute settlement procedure initiated pursuant to this Section shall be

suspended. The procedure shall be terminated if such approval is not required or upon notification

of the completion of any such domestic procedures.

ARTICLE 3.40

Rules of Procedure

1. Dispute settlement procedures under this Section shall be governed by Annex 9 (Rules of

Procedure for Arbitration).

2. Any meetings of the arbitration panel shall be open to the public in accordance with

Annex 9 (Rules of Procedure for Arbitration).

EU/SG/en 81

ARTICLE 3.41

Submission of Information

1. At the request of a Party, or upon its own initiative, the arbitration panel may obtain

information from any source it deems appropriate for the arbitration panel proceedings, including

from the Parties involved in the dispute. The arbitration panel also has the right to seek the relevant

opinions of experts as it deems appropriate. The arbitration panel shall consult the Parties before

choosing such experts. Any information obtained in this manner must be disclosed to the Parties

and submitted for their comments.

2. Interested natural and legal persons of the Parties are authorised to submit _amicus curiae_

briefs to the arbitration panel in accordance with Annex 9 (Rules of Procedure for Arbitration).

ARTICLE 3.42

Rules of Interpretation

The arbitration panel shall interpret the provisions referred to in Article 3.25 (Scope) in accordance

with customary rules of interpretation of public international law, including those codified in the

Vienna Convention on the Law of Treaties. Where an obligation under this Agreement is identical

to an obligation under the WTO Agreement, the arbitration panel shall take into account any

relevant interpretation established in rulings of the WTO Dispute Settlement Body (hereinafter

referred to as the "DSB"). The rulings of the arbitration panel cannot add to or diminish the rights

and obligations provided in the provisions referred to in Article 3.25 (Scope).

EU/SG/en 82

ARTICLE 3.43

Arbitration Panel Decisions and Rulings

1. The arbitration panel shall make every effort to take any decision by consensus. Where,

nevertheless, a decision cannot be reached by consensus, the matter at issue shall be decided by

majority vote.

2. Any ruling of the arbitration panel shall be binding on the Parties and shall not create any

rights or obligations to physical or legal persons. The ruling shall set out the findings of fact, the

applicability of the relevant provisions referred to in Article 3.25 (Scope), and the rationale behind

any findings and conclusions that it makes. The Committee shall make the ruling of the arbitration

panel publicly available in its entirety, unless it decides not to do so in order to ensure the

confidentiality of any information designated by either Party as confidential.

ARTICLE 3.44

Lists of Arbitrators

1. Upon the entry into force of this Agreement, the Parties shall establish a list of five

individuals who are willing and able to serve as the chairperson of an arbitration panel referred to in

Article 3.29 (Establishment of the Arbitration Panel).

EU/SG/en 83

2. No later than six months after the entry into force of this Agreement, the Committee shall

establish a list of at least ten individuals who are willing and able to serve as arbitrators. Upon the

entry into force of this Agreement, each Party shall propose at least five individuals to serve as

arbitrators.

3. The Committee shall ensure that the lists of individuals to serve as chairpersons or arbitrators,

established pursuant to paragraphs 1 and 2 respectively, are maintained.

4. Arbitrators shall have specialised knowledge of or experience in law and international trade or

investment, or in the settlement of disputes arising under international trade agreements. They shall

be independent, shall serve in their individual capacities, shall not be affiliated with the government

of either Party, and shall comply with Annex 11 (Code of Conduct for Arbitrators and Mediators).

ARTICLE 3.45

Relation with WTO Obligations

1. Recourse to the dispute settlement provisions of this Section shall be without prejudice to any

action in the WTO framework, including dispute settlement proceedings.

EU/SG/en 84

2. Notwithstanding paragraph 1, where a Party has initiated dispute settlement proceedings with

regard to a particular measure, either under this Section or under the WTO Agreement, it shall not

institute dispute settlement proceedings regarding the same measure in the other forum until the first

proceedings have ended. Moreover, neither Party shall initiate dispute settlement proceedings under

both this Section and under the WTO Agreement unless substantially different obligations under

both agreements are in dispute, or unless the selected forum fails for procedural or jurisdictional

reasons to make findings on the claim seeking redress in relation to that obligation, provided that

the failure of the forum is not the result of a failure of a disputing Party to act diligently.

3. For the purposes of paragraph 2:

(a) dispute settlement proceedings under the WTO Agreement shall be deemed to be initiated by

a Party's request for the establishment of a panel under Article 6 of the Understanding on

Rules and Procedures Governing the Settlement of Disputes contained in Annex 2 of

the WTO Agreement (hereinafter referred to as the "DSU") and shall be deemed to be ended

when the DSB adopts the Panel's report, and the Appellate Body's report as the case may be,

under Articles 16 and 17(14) of the DSU; and

(b) dispute settlement proceedings under this Section shall be deemed to be initiated by a Party's

request for the establishment of an arbitration panel under paragraph 1 of

Article 3.28 (Initiation of Arbitration Procedure) and shall be deemed to be ended when the

arbitration panel issues its ruling to the Parties and to the Committee under paragraph 2 of

Article 3.32 (Arbitration Panel Ruling) or when the parties have reached a mutually agreed

solution under Article 3.39 (Mutually Agreed Solution).

EU/SG/en 85

4. Nothing in this Section shall preclude a Party from implementing the suspension of

obligations authorised by the DSB. Neither the WTO Agreement nor the EUSFTA shall be invoked

to preclude a Party from taking appropriate measures under Article 3.36 (Temporary Remedies in

Case of Non-compliance) of this Section.

ARTICLE 3.46

Time Limits

1. All time limits laid down in this Section, including the limits for the arbitration panels to

notify their rulings, shall be counted in calendar days, the first day being the day following the acts

or facts to which they refer, unless otherwise specified.

2. Any time limit referred to in this Section may be modified by mutual agreement of the Parties.

EU/SG/en 86

CHAPTER FOUR

INSTITUTIONAL, GENERAL AND FINAL PROVISIONS

ARTICLE 4.1

Committee

1. The Parties hereby establish a committee, which shall comprise representatives of the EU

Party and Singapore (the "Committee").

2. The Committee shall meet alternately in the Union or Singapore every two years, or without

undue delay at the request of either Party. The Committee shall be co-chaired by the Member of the

European Commission responsible for Trade and the Minister for Trade and Industry of Singapore,

or their respective delegates. The Committee shall agree on its meeting schedule and shall set its

agenda, and may adopt its own rules of procedure.

3. The Committee shall:

(a) ensure that this Agreement operates properly;

(b) supervise and facilitate the implementation and application of this Agreement, and shall

further its general aims;

EU/SG/en 87

(c) consider ways to further enhance investment relations between the Parties;

(d) examine difficulties which may arise in the implementation of Section A (Resolution of

Disputes between Investors and Parties) of Chapter Three (Dispute Settlement) and consider

possible improvements thereto, in particular in the light of experience and developments in

other international fora;

(e) review the functioning of Chapter Three (Dispute Settlement) Section A (Resolution of

Disputes between Investors and Parties) in general, including by taking into account any

issues arising from efforts to establish the multilateral dispute settlement mechanism

contemplated in Article 3.12 (Multilateral Dispute Settlement Mechanism);

(f) without prejudice to Chapter Three (Dispute Settlement), seek to solve problems which may

arise in areas covered by this Agreement, or to resolve disputes that may arise regarding the

interpretation or application of this Agreement; and

(g) consider any other matter of interest relating to an area covered by this Agreement.

4. The Committee, with the agreement of the Parties and after the completion of their respective

legal requirements and procedures, may decide to:

(a) appoint the Members of the Tribunal and the Members of the Appeal Tribunal pursuant to

Articles 3.9(2) (Tribunal of First Instance) and 3.10(2) (Appeal Tribunal), to increase or

decrease the number of the Members pursuant to Articles 3.9(3) and 3.10(3), and to remove a

Member from the Tribunal or Appeal Tribunal pursuant to Article 3.11(5) (Ethics);

EU/SG/en 88

(b) fix the monthly retainer fee of the Members of the Tribunal and of the Appeal Tribunal

pursuant to Articles 3.9(12) and 3.10(11) and the amount of the daily fees of the Members

serving on a division of the Appeal Tribunal and of the Presidents of the Tribunal and Appeal

Tribunal pursuant to Articles 3.10(12) and 3.9(13);

(c) transform the retainer fee and other fees and expenses of the Members of the Tribunal and

Appeal Tribunal into a regular salary pursuant to Articles 3.9(15) and 3.10(13);

(d) specify any necessary transitional arrangements pursuant to Article 3.12 (Multilateral Dispute

Settlement Mechanism);

(e) adopt supplemental rules on fees pursuant to Article 3.21(5) (Costs);

(f) adopt interpretations of the provisions of this Agreement, which shall be binding on the

Parties and all bodies set up under this Agreement, including the Tribunal and the Appeal

Tribunal referred to under Chapter Three (Dispute Settlement) Section A (Resolution of

Disputes between Investors and Parties), and the arbitration panels referred to under

Chapter Three (Dispute Settlement) Section B (Resolution of Disputes between Parties); and

(g) adopt rules supplementing the applicable dispute settlement rules or the rules included in the

Annexes. Such rules shall be binding on the Tribunal and on the Appeal Tribunal referred to

under Chapter Three (Dispute Settlement) Section A (Resolution of Disputes between

Investors and Parties), and the arbitration panels referred to under Chapter Three (Dispute

Settlement) Section B (Resolution of Disputes between Parties).

EU/SG/en 89

ARTICLE 4.2

Decision-making

1. The Parties may take decisions in the Committee, where provided for in this Agreement. The

decisions taken in the Committee shall be binding on the Parties, which shall take the measures

necessary to implement those decisions.

2. The Committee may make appropriate recommendations, where provided for in this

Agreement.

3. The Committee shall draw up its decisions and recommendations by agreement between the

Parties.

ARTICLE 4.3

Amendments

1. The Parties may agree to amend this Agreement. Amendments to this Agreement shall enter

into force after the Parties have exchanged written notifications certifying that they have completed

their respective applicable legal requirements and procedures, as set out in the instrument of

amendment.

EU/SG/en 90

2. Notwithstanding paragraph 1, the Parties may adopt decisions amending this Agreement in

the Committee, where provided for in this Agreement.

ARTICLE 4.4

Prudential Carve-out

1. Nothing in this Agreement shall be construed to prevent a Party from adopting or maintaining

reasonable measures for prudential reasons, such as:

(a) the protection of investors, depositors, policy-holders or persons to whom a fiduciary duty is

owed by a financial service supplier;

(b) the maintenance of the safety, soundness, integrity or financial responsibility of financial

service suppliers; or

(c) ensuring the integrity and stability of the Party's financial system.

2. These measures shall not be more burdensome than necessary to achieve their aim, and shall

not constitute a means of arbitrary or unjustifiable discrimination against financial service suppliers

of the other Party in comparison to its own like financial service suppliers, nor shall the measures

constitute a disguised restriction on trade in services.

EU/SG/en 91

3. Nothing in this Agreement shall be construed as requiring a Party to disclose information

relating to the affairs and accounts of individual consumers or to disclose any confidential or

proprietary information in the possession of public entities.

ARTICLE 4.5

Security Exceptions

Nothing in this Agreement shall be construed to:

(a) require a Party to furnish any information, the disclosure of which it considers contrary to its

essential security interests;

(b) prevent a Party from taking any action which it considers necessary for the protection of its

essential security interests:

(i) connected with the production of or trade in arms, munitions and war materials, and

related to traffic in other goods and materials and to economic activities carried out

directly or indirectly for the purpose of provisioning a military establishment;

(ii) relating to the supply of services as carried out directly or indirectly for the purpose of

provisioning a military establishment;

EU/SG/en 92

(iii) relating to fissionable or fusionable materials, or to the materials from which they are

derived; or

(iv) taken in time of war or other emergency in international relations, or to protect critical

public infrastructure (this relates to communications, power or water infrastructure

providing essential goods or services to the general public) from deliberate attempts to

disable or disrupt it;

(c) prevent a Party from taking any action for the purpose of maintaining international peace and

security.

ARTICLE 4.6

Taxation

1. This Agreement shall only apply to taxation measures insofar as such application is necessary

to give effect to the provisions of this Agreement. **[1]**

**1** The term "provisions of this Agreement" means the provisions that accord:
(a) non-discriminatory treatment to investors in the manner and to the extent provided for
in Article 2.3 (National Treatment); and
(b) protection to investors and their investments against expropriation in the manner and to
the extent provided for in Article 2.6 (Expropriation).

EU/SG/en 93

2. Nothing in this Agreement shall affect the rights and obligations of the Union or any of the

Member States of the Union, or the right and obligations of Singapore, under any tax agreement

between the Union and Singapore or between any of the Member States of the Union and

Singapore. In the event of any inconsistency between this Agreement and any such agreement, that

agreement shall prevail to the extent of the inconsistency. In the case of a tax agreement between

the Union and Singapore or between any of the Member States of the Union and Singapore, the

competent authorities under that agreement shall have sole responsibility for determining whether

any inconsistency exists between this Agreement and that agreement.

3. Nothing in this Agreement shall prevent a Party from adopting or maintaining any taxation

measure which differentiates between taxpayers based on rational criteria, such as taxpayers who

are not in the same situation, in particular with regard to their place of residence or with regard to

the place where their capital is invested. **[1]**

4. Nothing in this Agreement shall prevent the adoption or maintenance of any measure aimed at

preventing the avoidance or evasion of taxes pursuant to the tax provisions of agreements for the

avoidance of double taxation or other tax arrangements or domestic fiscal legislation.

**1** For greater certainty, the Parties share an understanding that nothing in this Agreement shall
prevent any taxation measure aimed at social welfare, public health or other socio-community
objectives, or at macroeconomic stability; or tax benefits linked to place of incorporation and
not the nationality of the person owning the company. Taxation measures aimed at
macroeconomic stability are measures in reaction to movements and trends in the national
economy to address or to prevent systemic imbalances which seriously threaten the stability
of the national economy.

EU/SG/en 94

5. Nothing in this Agreement shall prevent Singapore from adopting or maintaining taxation

measures which are necessary to protect Singapore's overriding public policy interests arising out of

its specific constraints of space.

ARTICLE 4.7

Specific Exception

Nothing in this Agreement applies to activities conducted by a central bank or monetary authority

or by any other public entity in pursuit of monetary or exchange rate policies.

ARTICLE 4.8

Sovereign Wealth Funds

Each Party shall encourage its sovereign wealth funds to respect the Generally Accepted Principles

and Practices – Santiago Principles.

EU/SG/en 95

ARTICLE 4.9

Disclosure of Information

1. Nothing in this Agreement shall be construed as requiring a Party to make available

confidential information, the disclosure of which would impede law enforcement, would otherwise

be contrary to the public interest, or would prejudice the legitimate commercial interests of

particular enterprises, whether public or private.

2. Where a Party submits information to the Committee which is considered as confidential

under its laws and regulations, the other Party shall treat that information as confidential, unless the

submitting Party agrees otherwise.

ARTICLE 4.10

Fulfilment of Obligations

Each Party shall take any general or specific measures required to fulfil their obligations under this

Agreement. They shall see to it that the objectives set out in this Agreement are attained.

EU/SG/en 96

ARTICLE 4.11

No Direct Effect

For greater certainty, nothing in this Agreement shall be construed as conferring rights or imposing

obligations on any persons, other than those rights and obligations created between the Parties

under public international law.

ARTICLE 4.12

Relationship with other Agreements

1. This Agreement shall be an integral part of the overall relations between the Union and its

Member States, of the one part, and Singapore, of the other part, as governed by the Partnership and

Cooperation Agreement and shall form part of a common institutional framework. It constitutes a

specific agreement giving effect to the trade and investment provisions of the Partnership and

Cooperation Agreement.

2. For greater certainty, the Parties agree that nothing in this Agreement requires them to act in a

manner inconsistent with their obligations under the WTO Agreement.

EU/SG/en 97

3. (a) Upon the entry into force of this Agreement, the agreements between Member States of

the Union and Singapore listed in Annex 5 (Agreements Referred to in Article 4.12),

including the rights and obligations derived from those agreements, shall be terminated

and cease to have effect, and shall be replaced and superseded by this Agreement.

(b) In the event that this Agreement is provisionally applied in accordance with paragraph 4

of Article 4.15 (Entry into Force), the application of the provisions of the agreements

listed in Annex 5 (Agreements Referred to in Article 4.12), as well as the rights and

obligations derived from those agreements, shall be suspended as of the date of

provisional application. In the event that the provisional application of this Agreement

is terminated and this Agreement does not enter into force, the suspension shall cease

and the agreements listed in Annex 5 (Agreements Referred to in Article 4.12) shall

have effect.

(c) Notwithstanding subparagraphs 3(a) and 3(b), a claim may be submitted pursuant to the

provisions of an agreement listed in Annex 5 (Agreements Referred to in Article 4.12),

regarding treatment accorded while such agreement was in force, pursuant to the rules

and procedures established in that agreement, and provided that no more than three

years have elapsed since the date of suspension of the agreement pursuant to

subparagraph 3(b), or, if the agreement is not suspended pursuant to subparagraph 3(b),

the date of entry into force of this Agreement.

EU/SG/en 98

(d) Notwithstanding subparagraphs 3(a) and 3(b), if the provisional application of this

Agreement is terminated and this Agreement does not enter into force, a claim may be

submitted pursuant to Chapter Three (Dispute Settlement), Section A (Resolution of

Disputes between Investors and Parties), regarding treatment accorded during the period

of the provisional application of this Agreement, provided no more than three years

have elapsed since the date of termination of the provisional application.

For the purposes of this paragraph, the definition of "entry into force of this Agreement" provided

in subparagraph 4(d) of Article 4.15 (Entry into Force) shall not apply.

ARTICLE 4.13

Territorial Application

This Agreement shall apply:

(a) with respect to the EU Party, to the territories in which the Treaty on European Union and the

Treaty on the Functioning of the European Union apply, and under the conditions laid down

in those Treaties; and

(b) with respect to Singapore, to its territory.

References to "territory" in this Agreement shall be understood in this sense, except as otherwise

expressly provided.

EU/SG/en 99

ARTICLE 4.14

Annexes and Understandings

The Annexes and Understandings to this Agreement shall form an integral part thereof.

ARTICLE 4.15

Entry into Force

1. This Agreement shall be approved by the Parties in accordance with their own procedures.

2. This Agreement shall enter into force on the first day of the second month following that in

which the Parties exchange written notifications certifying that they have completed their respective

applicable legal requirements and procedures for the entry into force of this Agreement. The Parties

may agree on another date.

3. Notifications shall be sent to the Secretary General of the Council of the Union and to the

Director, North America and Europe Division, Singapore Ministry of Trade and Industry, or their

respective successors.

EU/SG/en 100

4. (a) This Agreement may be provisionally applied if the Parties so agree. In this case, the

Agreement shall apply from the first day of the month following the date on which the

Union and Singapore have notified each other of the completion of their respective

relevant procedures. The Parties may agree on another date.

(b) In the event that certain provisions of this Agreement cannot be provisionally applied,

the Party which cannot undertake such provisional application shall notify the other

Party of the provisions which cannot be provisionally applied.

Notwithstanding subparagraph 4(a), provided the other Party has completed the

necessary procedures and does not object to provisional application within ten days of

the notification that certain provisions cannot be provisionally applied, the provisions of

this Agreement which have not been notified shall be provisionally applied the first day

of the month following the notification.

(c) The Union or Singapore may terminate provisional application by written notice to the

other Party. Such termination shall take effect on the first day of the second month

following notification.

(d) Where this Agreement, or certain provisions thereof, is provisionally applied, the term

"entry into force of this Agreement" shall be understood to mean the date of provisional

application. The Committee may exercise their functions during the provisional

application of this Agreement. Any decisions adopted in the exercise of these functions

will only cease to be effective if the provisional application of this Agreement is

terminated and this Agreement does not enter into force.

EU/SG/en 101

ARTICLE 4.16

Duration

1. This Agreement shall be valid indefinitely.

2. Either the EU Party or Singapore may notify in writing the other Party of its intention to

terminate this Agreement.

3. This Agreement shall be terminated six months after the notification under paragraph 2,

without prejudice to Article 4.17 (Termination).

4. Within 30 days of the delivery of a notification under paragraph 2, either Party may request

consultations regarding whether the termination of any provision of this Agreement should take

effect at a later date than that provided for under paragraph 3. Such consultations shall commence

within 30 days of a Party's delivery of such request.

EU/SG/en 102

ARTICLE 4.17

Termination

In the event that this Agreement is terminated pursuant to Article 4.16 (Duration), this Agreement

shall continue to be effective for a further period of twenty years from that date in respect of

covered investments made before the date on which this Agreement was terminated. This Article

shall not apply in the case where the provisional application of this Agreement is terminated and

this Agreement does not enter into force.

ARTICLE 4.18

Accession of new Member States of the Union

1. The Union shall notify Singapore without undue delay of any request for accession of a third

country to the Union.

2. During the negotiations between the Union and a candidate country seeking accession, the

Union shall endeavour to:

(a) to the extent possible, provide to Singapore any information that Singapore requests regarding

any matter covered by this Agreement; and

(b) take into account any concerns expressed by Singapore.

EU/SG/en 103

3. The Union shall inform Singapore as soon as feasible about the outcome of accession

negotiations with a candidate country, and shall notify Singapore of the entry into force of any

accession to the Union.

4. In the context of the Committee, and sufficiently in advance to the date of accession of a third

country to the Union, the Parties shall examine possible effects of such accession on this

Agreement. The Parties may, by decision in the Committee, put in place any necessary adjustments

or transition arrangements.

5. Any new Member State of the Union shall accede to this Agreement by depositing an act of

accession to this Agreement with the Secretary General of the Council of the Union and the

Director, North America and Europe Division, Singapore Ministry of Trade and Industry, or their

respective successors.

EU/SG/en 104

ARTICLE 4.19

Authentic Texts

This Agreement is drawn up in duplicate in the Bulgarian, Croatian, Czech, Danish, Dutch, English,

Estonian, Finnish, French, German, Greek, Hungarian, Italian, Latvian, Lithuanian, Maltese, Polish,

Portuguese, Romanian, Slovak, Slovenian, Spanish and Swedish languages, each of these texts

being equally authentic.

Done at ….. on …..

For the European Union and its Member States

For the Republic of Singapore

EU/SG/en 105