The Multilateral Agreement on Investment (MAI) ^[*]

a natural person having the nationality of, or who is permanently residing in, a Contracting Party in accordance with its applicable law; or

a legal person or any other entity constituted or organised under the applicable law of a Contracting Party, whether or not for profit, and whether private or government owned or controlled, and includes a corporation, trust, partnership, sole proprietorship, joint venture, association or organisation.

Every kind of asset owned or controlled, directly or indirectly, by an investor, including:

information related to the financial affairs and accounts of individual customers of particular investors or investments, or

any confidential or proprietary information, including information concerning particular investors or investments, the disclosure of which would impede law enforcement or be contrary to its laws protecting confidentiality or prejudice legitimate commercial interests of particular enterprises.

Each Contracting Party shall grant temporary entry, stay and authorisation to work and provide any necessary confirming documentation to a natural person of another Contracting Party who is:

so long as that person continues to meet the requirements of this Article;

to export a given level or percentage of goods or services;

to achieve a given level or percentage of domestic content;

to purchase, use or accord a preference to goods produced or services provided in its territory, or to purchase goods or services from persons in its territory;

to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment;

to restrict sales of goods or services in its territory that such investment produces or provides by relating such sales to the volume or value of its exports or foreign exchange earnings;

to transfer technology, a production process or other proprietary knowledge to a natural or legal person in its territory, except when the requirement

to locate its headquarters for a specific region or the world market in the territory of that Contracting Party;

to supply one or more of the goods that it produces or the services that it provides to a specific region or the world market exclusively from the territory of that Contracting Party;

to achieve a given level or value of research and development in its territory;

to hire a given level of nationals;

to establish a joint venture with domestic participation; or

to achieve a minimum level of domestic equity participation other than nominal qualifying shares for directors or incorporators of corporations.

necessary to secure compliance with laws and regulations that are not inconsistent with the provisions of this Agreement;

necessary to protect human, animal or plant life or health;

necessary for the conservation of living or non-living exhaustible natural resources.]

Paragraphs 1(a), 1(b), and 1(c) do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programmes; [(a bis) Paragraph 1(a), 1(b), and 1(c) do not apply to:

Paragraphs 1(b), 1(c), 1(f), and 1(h) do not apply to procurement by a Contracting Party or an entity that is owned or controlled by a Contracting Party;

[c) paragraphs 1(b) and 1(c) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas.] [c) Paragraphs 1(a), 1(b), 1(c) and 1(d) do not apply to customs duties, exemptions from such duties and preferential tariffs or to any trade measure regulating imports and exports provided that such measures are not applied in an arbitrary or unjustified manner, and do not constitute a disguised restriction on investment.]

all kinds of privatisation, irrespective of the method of privatisation (whether by public offering, direct sale or other method); and

subsequent transactions involving a privatised asset.

Paragraph 3 (Special share arrangements)

Alternative 1

Alternative 2

Alternative 3

Footnote to paragraph 1

Alternative 4

a Contracting Party or any person designated by the Contracting Party maintaining special shareholder rights to influence or veto any decision concerning such assets after the privatisation,

arrangements under which managers or other employees of an enterprise are granted special treatment as regards the acquisition of shares of that enterprise,

arrangements under which shareholders are required to maintain their share in the capital of the enterprise during a certain period of time,

arrangements under which locals of a certain community are granted special treatment as regards the acquisition of this community’s property,

Paragraph 5 (Definition)

* This definition:

Nothing in this Agreement shall be construed to prevent a Contracting Party from maintaining, designating or eliminating a monopoly.

Each Contracting Party shall [endeavour to] accord non-discriminatory treatment when designating a monopoly.

Each Contracting Party shall ensure that any privately-owned monopoly that its national [or subnational] governments [maintain] or designate and any public monopoly that its national [or subnational] governments maintain or designate:

Each Contracting Party is allowed to lodge a reservation to the Agreement concerning an activity previously monopolised at the moment of the elimination of the monopoly.]

Each Contracting Party shall notify to the Parties Group any existing designated monopoly within [60] days after the entry into force of the Agreement, any newly designated monopoly within [60] days after its creation, and any elimination of a designated monopoly [and related new reservation to the Agreement] within [60] days after its elimination.

[6. Neither investors of another Contracting Party nor their investments may have recourse to investor-state arbitration for any matter arising out of paragraph 3 of this Article.]

Zero option.

Additional provisions

“Delegation” means a legislative grant, and a government order, directive or other act transferring to the monopoly or state enterprise, or authorising the exercise by the monopoly or state enterprise of, governmental authority.

“Designate” means to establish or authorise, or to expand the scope of a monopoly.

“Monopoly” means any person or entity designated by a [national [or subnational] government authority] [Contracting Party] as the sole supplier or buyer of a good or service in a relevant market in the territory of a Contracting Party . It does not include a person or entity that has an exclusive intellectual property right solely by reason of such right or the exercise of such right.

“Relevant market” means the geographic and product market for a good or service in the territory of the Contracting Party.

“Non-discriminatory treatment” means the better of national treatment and most favoured nation treatment, as set out in the relevant provisions of this Agreement.

[6. “State enterprises” means, [subject to Annex ...., ] an enterprise owned, or controlled through ownership interest, by a Contracting Party.]

procedures to be followed for the granting of authorisations according to which all interested investors may submit applications pursuant to this article;

criteria on the basis of which authorisations are granted;

conditions and requirements, including requirement of state participation, concerning the exercise or termination of the activities of prospecting, exploring for and producing minerals, including hydrocarbons, whether contained in the authorisation or to be accepted prior to the grant of the authorisation.

for a purpose which is in the public interest,

on a non-discriminatory basis,

in accordance with due process of law, and

accompanied by payment of prompt, adequate and effective compensation in accordance with Articles 2.2 to 2.5 below.

requisitioning of its investment or part thereof by the latter's forces or authorities, or

destruction of its investment or part thereof by the latter's forces or authorities, which was not required by the necessity of the situation, shall be accorded by the latter Contracting Party restitution or compensation which in either case shall be prompt, adequate and effective and, with respect to compensation, shall be in accordance with Articles 2.1 to 2.5.

the initial capital and additional amounts to maintain or increase an investment ;

returns;

payments made under a contract including a loan agreement;

proceeds from the sale or liquidation of all or any part of an investment ;

payments of compensation under Articles 2 and 3;

payments arising out of the settlement of a dispute;

earnings and other remuneration of personnel engaged from abroad in connection with an investment.

to protect the rights of creditors,

relating to or ensuring compliance with laws and regulations

in connection with criminal offences and orders or judgements in administrative and adjudicatory proceedings; provided that such measures and their application shall not be used as a means of avoiding the Contracting Party’s commitments or obligations under the Agreement.

necessary for the conduct of the ordinary business of an enterprise located in a Contracting Party that is the investment of an investor of another Contracting Party; or

in connection with the purchase or sale by an enterprise located in a Contracting Party that is the investment of an investor of another Contracting Party of:

affects the enterprise’s obligation to comply with any record keeping and reporting requirements; or

restricts the right of a Contracting Party to protect privacy, including the protection of personal data, intellectual and industrial property, and the confidentiality of individual records and accounts, so long as such right is not used to circumvent the provisions of the Agreement.

One or more Contracting Parties may request any other Contracting Party to enter into consultations regarding any dispute between them about the interpretation or application of the Agreement. The request shall be submitted in writing and shall provide sufficient information to understand the basis for the request, including identification of any actions at issue. The requested Party shall enter into consultations within thirty days of receipt of the request. The requesting Contracting Party shall provide the Parties Group with a copy of the request for consultation, at the time it submits the request to the other Contracting Party.

A Contracting Party may not initiate arbitration against another Contracting Party under Article C of this Agreement unless the former Contracting Party has requested consultation and has afforded that other Contracting Party a consultation period of no less than 60 days after the date of the receipt of the request.

In the event that consultations under paragraph 1 of this Article have failed to resolve the dispute within 60 days after the date of receipt of the request for those consultations, the Contracting Parties in dispute may, by agreement, request the Parties Group to consider the matter.

Such request shall be submitted in writing and shall give the reason for it, including identification of any actions at issue, and shall indicate the legal basis for the complaint.

The Parties Group may make recommendations to the Contracting Parties in dispute. The Parties Group shall conclude its deliberations within 60 days after the date of receipt of the request

If the Parties are unable to reach a mutually satisfactory resolution of a matter through consultations, they may have recourse to good offices or to mediation or conciliation under such rules and procedures as they may agree.

Proceedings involving consultations, mediation or conciliation shall be confidential.

No Contracting Party may, in any binding legal proceedings, invoke or rely upon any statement made or position taken by another Contracting Party in consultations, conciliation or mediation proceedings initiated under this Agreement, with the exception of factual representations.

The Parties to consultations, mediation, or conciliation under this Agreement shall inform the Parties Group of any mutually agreed solution.

Any dispute between Contracting Parties as to whether one of them has acted in contravention of this Agreement shall, at the request of any Contracting Party that is a party to the dispute and has complied with the consultations requirements of Article B, be submitted to an arbitral tribunal for decision. A request, identifying the matters in dispute, shall be delivered to the other Party through diplomatic channels, unless that Contracting Party has designated another channel for receipt of notification and so notified the Depositary, and a copy of the request shall be delivered to the Parties Group.

A Contracting Party may not initiate proceedings under this Article for a dispute which its investor has submitted, or consented to submit, to arbitration under Article D, unless the other Contracting Party has failed to abide by and comply with the award rendered in that dispute or those proceedings have terminated without resolution by an arbitral tribunal of the investor’s claim.

If a dispute arises between Contracting Parties as to whether one of them has acted in contravention of a substantially similar obligation of that Contracting Party under this Agreement and another agreement to which both are party, the complaining Contracting Party may submit it for decision under the agreement of its choice. In doing so, it waives its right to submit the matter for decision under the agreement not chosen.

Within 30 days after receipt of a request for arbitration, the Parties to the dispute shall appoint by agreement three members of the tribunal and designate one of them as Chairman. Except for compelling reasons, the members shall be persons proposed by the Secretary General ICSID. At the option of either party or, where there is more than one Party on the same side of the dispute, either side, two additional members may be appointed, one by each party or side.

If the necessary appointments have not been made within the periods specified in subparagraph a, above, either Party or side to the dispute may, in the absence of any other agreement, invite the Secretary General of the Centre for the Settlement of Investment Disputes to make the necessary appointments. The Secretary-General shall do so, to the extent feasible, in consultations with the Parties to the dispute and within thirty days after receipt of the request.

Parties and the Secretary-General should consider appointment to the tribunal of members of the roster maintained pursuant to subparagraph f, below. If arbitration of a dispute is considered by either Contracting Party to the dispute or the Secretary-General to require special expertise on the tribunal, rather than solely through expert advice under the rules governing the arbitration, the appointment of individuals possessing expertise not found on the roster should be considered.

Members of a particular arbitral tribunal shall be independent and impartial.

Any vacancies which may arise in a tribunal shall be filled by the procedure by which the original appointment had been made.

The Parties Group shall maintain a roster of highly qualified individuals willing and able to serve on arbitral tribunals under this Agreement. Each Contracting Party may nominate up to four persons who shall be included as members of the roster. Nominations are valid for five year terms. At the end of a term, the Contracting Party which nominated a member may renew the nomination or nominate a new member of the roster. A member shall withdraw from the roster if no longer willing or able to serve and the Contracting Party which nominated that member may nominate another member for a full term.

Contracting Parties in dispute with the same Contracting Party over the same matter should act together as far as practicable for purposes of dispute settlement under this Article. Where more than one Contracting Party requests the submission to an arbitral tribunal of a dispute with the same Contracting Party relating to the same question, a single arbitral tribunal should be established to consider such disputes whenever feasible.

To the extent feasible, if more than one arbitral tribunal is formed, the same persons shall be appointed as members of both and the timetables of the proceedings shall be harmonised.

Any Contracting Party wishing to do so shall be given an opportunity to present its views orally or in writing to the arbitral tribunal on the issues of a legal nature in dispute. Such a Contracting Party shall be given access to the documents of the proceedings, other than confidential or proprietary information designated under Article A, paragraph 2. The tribunal shall establish the deadlines for such submissions in light of the schedule of the proceedings and shall notify such deadlines, at least thirty days in advance thereof, to the Parties Group.

On request of a disputing Contracting Party or, unless the disputing Contracting Parties disapprove, on its own initiative, the tribunal may request a written report of a scientific or technical review board, or expert, on any factual issue concerning environmental, health, safety or other scientific or technical matters raised by a disputing Contracting Party in a proceeding, subject to such terms and conditions as such Parties may agree.

The board, or expert, shall be selected by the tribunal from among highly qualified, independent experts in the scientific or technical matters, after consultations with the disputing Parties and the scientific or technical bodies identified by those Parties.

The disputing Contracting Parties shall be provided:

The tribunal shall take the report and any comments by the disputing Contracting Parties on the report into account in the preparation of its award.

The tribunal shall decide disputes in accordance with this Agreement, interpreted and applied in accordance with the applicable rules of international law.

The tribunal may, at the request of a Party, recommend provisional measures which either Party should take to avoid serious prejudice to the other pending its final award.

The tribunal, in its award, shall set out its findings of law and fact, together with the reasons therefore, and may, at the request of a Party, award the following forms of relief:

The tribunal shall draft its award consistently with the requirement of confidentiality set out in Article A, paragraph 2. It shall issue its award in provisional form to the Parties to the dispute on a confidential basis, as a general rule within 180 days after the date of formation of the tribunal. The parties to the dispute may, within 30 days thereafter, submit written comment upon any portion of it. The tribunal shall consider such submissions, may solicit additional written comments of the parties, and shall issue its final award within 15 days after closure of the comment period.

The tribunal shall promptly transmit a copy of its final award to the Parties Group, which shall make it publicly available.

Tribunal awards shall be final and binding between the parties to the dispute, subject to paragraph 7 below.

Each party shall pay the cost of its representation in the proceedings. The costs of the tribunal shall be paid for equally by the Parties unless the tribunal directs that they be shared differently. Fees and expenses payable to tribunal members will be subject to schedules established by the Parties Group and in force at the time of the constitution of the tribunal.

Either party to the dispute may request the annulment of an award, in whole or in part, on one or more of the following grounds, that:

The request shall be submitted for decision by a tribunal which shall be constituted and operate under the rules applicable to a dispute submitted under paragraph 1 of this article .

Such a request must be submitted within 120 days after the date on which the award was rendered or after the discovery of the facts relevant to nullification on the grounds of corruption, whichever is later and, in any event, within five years after the date on which the award was rendered.

The tribunal may nullify the award in whole or in part. If the award is nullified, the fact of nullification shall be communicated to the Parties Group. In such a case, the dispute may be submitted for decision to a new tribunal constituted under this Article or to any other available forum, notwithstanding the Contracting Parties waiver under paragraph 1.c. of this article.

The PCA Optional Rules for Arbitrating Disputes between Two States shall apply to supplement provisions of these Articles. The Parties Group may adopt supplemental provisions to ensure the smooth functioning of these rules, in particular to clarify the inter-relationship between these rules and the PCA Optional Rules.

If a Contracting Party fails within a reasonable period of time to comply with its obligations as determined in the award, such Contracting Party shall, at the request of any Contracting Party in whose favour the award was rendered, enter into consultations with a view to reaching a mutually acceptable solution. If no satisfactory solution has been agreed within thirty days after the date of the request for consultations, any Contracting Party in whose favour the award was rendered, shall notify the other Contracting Party and the Parties Group if it intends to [take measures in response][suspend the application to the other Contracting Party of obligations under this agreement].

The effect of any such [responsive measures][suspension] must be proportionate to the effect of the other Party’s non-compliance. Such measures may not include suspension of the application of Article[s _ (General Treatment) and] _ (Expropriation) [and should not include denial of other protections to established investment].

At the request of any Party to the award upon conclusion of the thirty day period for consultation, the Parties Group shall consider the matter. [Until twenty days after the receipt by the Parties Group Secretariat of the request, responsive measures shall not be taken.] The Parties Group may:

Any dispute concerning the alleged failure of a Contracting Party to comply with its obligations as determined in an award or the lawfulness of any responsive measures shall, at the request of any Contracting Party that is party to the dispute, be submitted for decision to the arbitral tribunal which rendered the award or, if the original tribunal is unavailable, to a single member or three member arbitral tribunal designated by the Secretary-General. The request shall be submitted in the same fashion, and the proceedings carried out in accordance with the same rules as are applicable to a request made under paragraph 1.a of this Article, with such modifications as the tribunal deems appropriate, and the final award shall be issued no later than 60 days after the date of the request, in case of the original tribunal, or after the date of its formation, in the case of a new tribunal. [No responsive measures may be taken from the time of submission of a dispute unless authorised by the tribunal as an interim measure or found lawful.]

This article applies to disputes between a Contracting Party and an investor of another Contracting Party concerning an alleged breach of an obligation of the former under this Agreement which causes loss or damage to the investor or its investment.

An investor of another Contracting Party may also submit to arbitration under this article any investment dispute concerning any obligation which the Contracting Party has entered into with regard to a specific investment of the investor through:

Such a dispute should, if possible, be settled by negotiation or consultation. If it is not so settled, the investor may choose to submit it for resolution:

Subject only to paragraph 3.b, each Contracting Party hereby gives its unconditional consent to the submission of a dispute to international arbitration in accordance with the provisions of this Article.

A Contracting Party may, by notifying the Depositary upon deposit of its instrument of ratification or accession, provide that its consent given under paragraph 3.a only applies on the condition that the investor and the investment waive in writing the right to initiate any other dispute settlement procedure with respect to the same dispute and withdraw from any such procedure in progress before its conclusion. A Contracting Party may, at any time, reduce the scope of that limitation by notifying the Depositary.

An investor may submit a dispute for resolution pursuant to paragraph 2.c of this Article after sixty days following the date on which notice of intent to do so was received by the Contracting Party in dispute, but no later than five years from the date the investor first acquired or should have acquired knowledge of the events which gave rise to the dispute. Notice of intent, a copy of which shall be delivered to the Parties Group, shall specify:

Unless the parties to the dispute otherwise agree, the tribunal shall comprise three arbitrators, one appointed by each of the disputing parties and the third, who shall be the presiding arbitrator, appointed by agreement of the disputing parties.

If a tribunal has not been constituted within 90 days after the date that a claim is submitted to arbitration, the arbitrator or arbitrators not yet appointed shall, on the request of either disputing party, be appointed by the appointing authority. For arbitration under paragraph 2, subparagraphs c.i, c.ii and c.iii, and paragraph 9, the appointing authority shall be the Secretary-General of ICSID. For arbitration under paragraph 2, subparagraph c.iv, the appointing authority shall be the International Court of Arbitration of the ICC.

The parties to a dispute submitted to arbitration under this article and the appointing authority should consider the appointment of:

The appointing authority shall, as far as possible, carry out its function in consultation with the parties to the dispute.

In order to facilitate the appointment of arbitrators of the parties' nationality on three member ICSID tribunals under Article 39 of the ICSID Convention and Article 7 of Schedule C of the ICSID Additional Facility Rules, and without prejudice to each party's right independently to select an individual for appointment as arbitrator or to object to an arbitrator on grounds other than nationality:

An enterprise constituted or organised under the law of a Contracting Party but which, from the time of the events giving rise to the dispute until its submission for resolution under paragraph 2.c, was an investment of an investor of another Contracting Party, shall, for purposes of disputes concerning that investment, be considered "an investor of another Contracting Party" under this article and "a national of another Contracting State" for purposes of Article 25(2)(b) of the ICSID Convention regarding a dispute not submitted for resolution by the investor which owns or controls it.

In the event that two or more disputes submitted to arbitration with a Contracting Party under paragraph 2.c have a question of law or fact in common, the Contracting Party may submit to a separate arbitral tribunal, established under this paragraph, a request for the consolidated consideration of all or part of them. The request shall stipulate:

The Contracting Party shall deliver the request to each investor party to the proceedings sought to be consolidated and a copy of the request to the Parties Group.

The request for consolidated consideration shall be submitted to arbitration under the rules chosen by agreement of the investor parties from the list contained in paragraph 2.c. The investor parties shall act as one side for the purpose of the formation of the tribunal.

If the investor parties have not agreed upon a means of arbitration and the nomination of an arbitrator within 30 days after the date of receipt of the request for consolidated consideration by the last investor to receive it:

The arbitral tribunal shall assume jurisdiction over all or part of the disputes and the other arbitral proceedings shall be stayed or adjourned, as appropriate if, after considering the views of the parties, it decides that to do so would best serve the interest of fair and efficient resolution of the disputes and that the disputes fall within the scope of this paragraph.

An investor may withdraw the dispute from arbitration under this paragraph 9 and such dispute may not be resubmitted to arbitration under paragraph 2.c. If it does so no later than 15 days after receipt of notice of consolidation, its earlier submission of the dispute to that arbitration shall be without prejudice to the investor’s recourse to dispute settlement other than under paragraph 2.c.

At the request of the Contracting Party, the arbitral tribunal established under this paragraph may decide, on the same basis and with the same effect as under paragraph 9.d, whether to assume jurisdiction over all or part of a dispute falling with the scope of paragraph 9.a which is submitted to arbitration after the initiation of consolidation proceedings.

Any objection to the jurisdiction of the tribunal or to the admissibility of the application shall be raised no later than in the statement of defence.

Upon receipt of such an objection, the tribunal may suspend the proceedings on the merits.

After hearing the parties, the tribunal should give its decision, by which it shall either uphold the objection or reject it, within 60 days after the date on which the objection was made.

A Contracting Party shall not assert as a defence, counter-claim, right of set-off or for any other reason, that indemnification or other compensation for all or part of the alleged damages has been received or will be received pursuant to an indemnity, guarantee or insurance contract.

On request of a disputing Contracting Party or, unless the disputing Contracting Parties disapprove, on its own initiative, the tribunal may request a written report of a scientific or technical review board, or expert, on any factual issue concerning environmental, health, safety or other scientific or technical matters raised by a disputing Contracting Party in a proceeding, subject to such terms and conditions as such Parties may agree.

The board, or expert, shall be selected by the tribunal from among highly qualified, independent experts in the scientific or technical matters, after consultations with the disputing Parties and the scientific or technical bodies identified by those Parties.

The disputing Contracting Parties shall be provided:

The tribunal shall take the report and any comments by the disputing Contracting Parties on the report into account in the preparation of its award.

Issues in dispute under paragraph 1.a. of this article shall be decided in accordance with this Agreement, interpreted and applied in accordance with the applicable rules of international law.

Issues in dispute under paragraph 1.b. of this article shall be decided in accordance with such rules of law as may be agreed by the parties to the dispute. In the absence of such agreement, such issues shall be decided in accordance with the law of the Contracting Party to the dispute (including its rules on the conflict of laws), the law governing the authorisation or agreement and such rules of international law as may be applicable.

An arbitral tribunal established under this Article may recommend an interim measure of protection to preserve the rights of a disputing Contracting Party or to ensure that the Tribunal's jurisdiction is made fully effective.

The seeking of interim relief not involving the payment of damages, from judicial or administrative tribunals, by a party to a dispute submitted to arbitration under this article, for the preservation of its rights and interests pending resolution of the dispute, is not deemed a submission of the dispute for resolution for purposes of a Contracting Party's limitation of consent under paragraph 3.b, and is permissible in arbitration under any of the provisions of paragraph 2.c.

The arbitral tribunal, in its award shall set out its findings of law and fact, together with the reasons therefor and may, at the request of a Party, provide the following forms of relief:

In appropriate cases where the loss or damage was incurred by an investment which remains a going concern, the tribunal may direct that the compensation or restitution be made to the investment.

An arbitration award shall be final and binding between the parties to the dispute and shall be carried out without delay by the party against whom it is issued, subject to its post-award rights under the arbitral systems utilised.

The award shall be drafted consistently with the requirements of paragraph 17 and shall be a publicly available document. A copy of the award shall be delivered to the Parties Group by the Secretary-General of ICSID, for an award under the ICSID Convention or the Rules of the ICSID Additional Facility; by the Secretary-General of the ICC International Court of Arbitration, for an award under its rules; and by the tribunal, for an award under the UNCITRAL rules.

to prevent any Contracting Party from taking any action which it considers necessary for the protection of its essential security interests:

to require any Contracting Party to furnish or allow access to any information the disclosure of which it considers contrary to its essential security interests;

to prevent any Contracting Party from taking any action in pursuance of its obligations under the United Nations Charter for the maintenance of international peace and security.

Article xx (Transfers);

Article yy, paragraph 1.1 (National Treatment) relating to cross-border capital transactions

shall be consistent with the Articles of Agreement of the International Monetary Fund;

shall not exceed those necessary to deal with the circumstances described in paragraph 1;

shall be temporary and shall be eliminated as soon as conditions permit.

Measures referred to in paragraph 1 shall be promptly notified to the Parties Group and to the International Monetary Fund, including any changes in such measures.

Measures referred to in paragraph 1 and any changes therein shall be subject to review and approval or disapproval within six months of their adoption and every six months thereafter until their elimination.

These reviews shall address the compliance of any measure with paragraph 2, in particular the elimination of measures in accordance with paragraph 2 (c).

The Parties Group shall consider the implications of the measures adopted under this Article for the obligations of the Contracting Party concerned under this Agreement.

The Parties Group shall request an assessment by the International Monetary Fund of the conditions mentioned under paragraph 1 and of the consistency of any measures with paragraph 2. Any such assessment by the International Monetary Fund shall be accepted by the Parties Group.

Unless the International Monetary Fund determines that the measure is either consistent or inconsistent with the provisions of this Article, the Parties Group may either approve or disapprove the measure. The Parties Group shall establish procedures for this purpose.

necessary for the conduct of the ordinary business of a financial services enterprise located in a Contracting Party that is the investment of an investor of another Contracting Party; or

in connection with the purchase or sale by a financial services enterprise located in a Contracting Party that is the investment of an investor of another Contracting Party of:

affects the financial service enterprise’s obligation to comply with any record keeping and reporting requirements; or

restricts the right of a Contracting Party to protect privacy, including the protection of personal data and the confidentiality of individual records and accounts, so long as such right is not used to circumvent the provisions of the Agreement.

life

non-life

money market instruments (including cheques, bills, certificates of deposits);

foreign exchange;

derivative products including, but not limited to, futures and options;

exchange rate and interest rate instruments, including products such as swaps, forward rate agreements;

transferable securities;

other negotiable instruments and financial assets, including bullion.

contained in or exchanged pursuant to any agreement or arrangement relating to taxation between governments and investors;

pursuant to any agreement with a foreign government concerning the application or interpretation of an international agreement relating to taxation in the case of an investor, including exchange of information between governments;

concerning the identity of an investor or other information which would disclose any trade, business, industrial, commercial or professional secret or trade process;

pertaining to the negotiation of tax treaties or of any other international agreement relating partly or wholly to taxation or the participation by a government in the work of international organisations; or

the disclosure of which would affect the assessment or collection of, the enforcement or prosecution in respect of, or the determination of appeals in relation to, taxation, or any information the disclosure of which would aid or assist in the avoidance or evasion of taxes.

A Competent Tax Authority means the minister or ministry responsible for taxes or their authorised representatives.

“Taxation measures” include

any existing non-conforming measure as set out by a Contracting Party in its Schedule to Annex A of the Agreement, to the extent that the measure is maintained, continued or promptly renewed in its legal system;

an amendment to any non-conforming measure referred to in subparagraph (a) to the extent that the amendment does not increase the non-conformity of the measure, as it existed immediately before the amendment, with Articles X (National Treatment), Article Y (Most Favoured Nation), [Article Z, ..., and Article ... ].

Article X (National Treatment),

Article Y (Most-Favoured-Nation Treatment),

Article Z (...), or

(...) Article (...).

Sector refers to the general sector in which the exception is taken;

Sub-Sector refers to the specific sector in which the exception is taken;

Obligation specifies the MAI provision referred to in paragraph 1 for which an exception is taken;

Level of Government indicates the level of government maintaining the measure for which an exception is taken;

Legal source or authority of the measure identifies the specific legal source of the exception, whether in the form of a law, regulation, rule, decision, or any other form;

Succinct Description of the Measure sets out [the ]non-conforming aspects of the existing measures for which the exception is taken, together with any commitment to eliminate or reduce the non-conformity of the measure; [and

Motivation or purpose describes the rationale for a given measure ].

The OECD Guidelines for Multinational Enterprises are set out in Annex (xx).

The Contracting Parties at the invitation of the Organisation for Economic Co-operation and Development are encouraged to participate in the Guidelines work of the Organisation in order to promote co-operation on the application, clarification, interpretation and revision of the Guidelines and to facilitate the maintenance of consensus among the Contracting Parties and the members of the Organisation on the matters addressed in the Guidelines.

The Contracting Parties [shall] [are encouraged to] set up National Contact Points for undertaking promotional activities, handling enquiries and for discussions with the parties concerned on all matters related to the Guidelines so that they can contribute to the solution of problems which may arise in this connection. The business community, employee organisations and other interested parties should be informed of the availability of such facilities.

Annexation of the Guidelines shall not bear on the interpretation or application of the Agreement, including for the purpose of dispute settlement; nor change their non-binding character.

consider revision of the Guidelines referred to in Article (xx) of the [Agreement] [Final Act] by adoption of any revised Guidelines developed in the OECD.

The following Guidelines for Multinational Enterprises are a joint recommendation by participating Governments to multinational enterprises operating in their territory. Their purpose is to help multinational enterprises ensure that their operations are in harmony with the national policies of the countries in which they operate. The Guidelines include recommendations on general policies, disclosure of information, competition, financing, taxation, employment and industrial relations, environmental protection and science and technology. The Guidelines are part of the OECD Declaration on International Investment and Multinational Enterprises of 21 June 1976 as amended. Background and official clarifications are found in the publication “The OECD Guidelines for Multinational Enterprises”.

prepare for entry into force of the Agreement and the establishment of the Parties Group;

conduct discussions with non-signatories to the Final Act;

conduct negotiations with interested non-signatories to the Final Act with a view to their becoming signatories to the Agreement.

decisions under paragraph 5; [and]

decisions under Article ... [see section XI of the Consolidated Text on decisions by the Preparatory Group on the eligibility of non-signatories to the Final Act to become a Signatory to the Agreement], which shall be made by [consensus] [a majority comprising ...]; [and]

carry out the functions assigned to it under this Agreement;

[at the request of a Contracting Party, clarify [by consensus] the interpretation or application of this Agreement];

consider any matter that may affect the operation of this Agreement; and

take such other actions as it deems necessary to fulfil its mandate.

decisions under paragraph 6;

decisions under Article ... [see section XII of the Consolidated Text on amendment], which shall be made by consensus;

decisions under Article ... [see Section XII of the Consolidated Text on accession], [which shall be made by consensus] [which shall be made, failing consensus, by a [three quarters] [two thirds] majority] [which shall be made by a [three quarters] [two thirds] majority]; and

decisions on budgetary matters, which shall be made by [consensus] [a [three quarters] [two thirds] majority] [of Contracting Parties whose assessed contributions represent, in combination, at least two thirds of the total assessed contributions].

In the MAI