Preamble

The Taipei Economic and Cultural Center in India (“ TECC ” )
and The India Taipei Association in Taipei (“ ITA ” )
(hereinafter referred to as the “ Party ” individually or the
“ Parties" collectively);

Desiring to promote bilateral cooperation between the Parties
with respect to foreign investments;

Recognizing that the promotion and the protection of investments
of investors of the territory of a Party, in the territory of
the other Party will be conducive to the stimulation of mutually
beneficial business activity, to the development of economic
cooperation between them and to the promotion of sustainable
development; and

Reaffirming the right of the authorities to regulate investments
in their territory in accordance with their law and policy
objectives.

Have agreed as follows:

Chapter I Preliminary
Article 1 Definitions
For the purposes of this Agreement:
1.1 “ confidential information ” means business confidential
information, e.g. confidential commercial, financial or
technical information which could result in material loss or
gain or prejudice a disputing party ’ s competitive
position, and information that is privileged or otherwise
protected from disclosure under the law of the territory in
which investment is made;
1.2 “enterprise” means:
(a) any legal entity constituted, organised and operated in
compliance with the law of the territory in which investment
is made, including any company, limited liability
partnership or a joint venture; and
(b) a branch of any such entity established in accordance with
the law of the territory in which the investment is made
and carrying out business activities there.
1.3 “ investment ” means an enterprise, directly or
indirectly, owned or controlled in good faith by an investor
in accordance with the law of the territory in which the
investment is made, taken together with the assets of the
enterprise, which has the characteristics of an investment
such as the commitment of capital or other resources,
certain duration, the expectation of gain or profit, the
assumption of risk and sufficient contribution to the
development of the Party in whose territory the investment
is made. An enterprise may possess the following assets:
(a) shares, stocks and other forms of equity instruments of the
enterprise or in another enterprise;
(b) a debt instrument or security of another enterprise;
(c) a loan to another enterprise
(i) where the enterprise is an affiliate of the investor, or
(ii) where the original maturity of the loan is at least
three years;
(d) licenses, permits, authorisations or similar rights
conferred in accordance with the law of the territory in
which investment is made;
(e) rights conferred by contracts, including turnkey,
construction, management, production, revenue-sharing, of a
long-term nature such as those to cultivate, extract or
exploit natural resources in accordance with the law of the
territory; or
(f) Intellectual property as provided in Article 1 of the Trade
Related Aspects of Intellectual Property Rights (TRIPs),
refers to all categories of intellectual property that are
the subject of Sections 1 through 7 of Part II of the TRIPs
Agreement; and
(g) moveable or immovable property and related rights;
(h) any other interests of the enterprise which involve
substantial economic activity and out of which the
enterprise derives significant financial value;

For greater clarity, indirect investment means an investment
made by an investor through a legal entity of a territory of a
non-Party, where such legal entity is substantially owned or
controlled, directly by the investor.

For greater clarity, investment does not include the following
assets of an enterprise:
(i) portfolio investments of the enterprise or in another
enterprise; For greater certainty, portfolio investments
means investment through capital instruments where such
investment is less than 10 percent of the post issue paid-up
capital on a fully diluted basis of a listed enterprise or
less than 10 percent of the paid up value of each series of
capital instruments of a listed enterprise;
(ii) debt securities issued by an authority or an enterprise
owned or controlled by an authority, or loans to an
authority or an enterprise owned or controlled by an
authority;
(iii) any pre-operational expenditure relating to admission,
establishment, acquisition or expansion of the enterprise
incurred before the commencement of substantial business
operations of the enterprise in the territory where the
investment is made; (iv) claims to money that arise solely
from commercial contracts for the sale of goods or
services by a natural person or enterprise in the
territory to an enterprise in the other territory;
(v) goodwill, brand value, market share or similar intangible
rights;
(vi) claims to money that arise solely from the extension of
credit in connection with any commercial transaction;
(vii) an order or judgment sought or entered in any judicial,
administrative or arbitral proceeding; and
(viii) any other claims to money that do not involve the
kind of interests or operations set out in the definition
of investment in this Agreement.
1.4 “ investor ” means a natural or juridical person of a
territory, other than a branch or representative office,
that has made an investment in the other territory;

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

Article 2 Scope and General Provisions
2.1 This Agreement shall apply to measures adopted or maintained
in the territory in which investment is made, relating to
investments of investors of the other territory, in its
territory, in existence as of the date of entry into force
of this Agreement or established, acquired, or expanded
thereafter, and which have been admitted in the territory in
accordance with its law, regulations and policies.
2.2 Subject to the provisions of Chapter III of this Agreement,
nothing in this Agreement shall extend to any Pre-investment
activity related to establishment, acquisition or expansion
of any investment, or to any measure related to such
Pre-investment activities, including terms and conditions
under such measure which continue to apply post-investment
to the management, conduct, operation, sale or other
disposition of such investments.
2.3 This Agreement shall not apply to claims arising out of
events which occurred, or claims which have been raised
prior to the entry into force of this Agreement.
2.4 This Agreement shall not apply to:
(a) any measure by a local authority;
(b) any law or measure regarding taxation, including measures
taken to enforce taxation obligations;

For greater certainty, it is clarified that where the
authority of a territory in which investment is made decides
that conduct alleged to be a breach of its obligations under
this Agreement is a subject matter of taxation, such
decision, whether before or after the commencement of
arbitral proceedings, shall be non-justiciable and it shall
not be open to any arbitration tribunal to review such
decision.
(c) the issuance of compulsory licenses granted in relation to
intellectual property rights, or to the revocation,
limitation or creation of intellectual property rights under
domestic law, to the extent that such issuance, revocation,
limitation or creation is consistent with the obligations
under theWTO Agreement;
(d) procurement by the authorities of a territory;
(e) subsidies or grants provided by the authorities of a
territory; and
(f) services supplied in the exercise of authority by the
relevant body or authority of a territory. For the purposes
of this provision, a service supplied in the exercise of
authority means any service which is not supplied on a
commercial basis.

Chapter II Obligations of Authorities of a Territory
Article 3 Treatment of investments
3.1 Investments made by investors shall not be subject to
measures, by authorities of the territory in which the
investment is made, which constitute a violation of
customary international law through:
(a) Denial of justice in any judicial or administrative
proceedings; or
(b) fundamental breach of due process; or
(c) targeted discrimination on manifestly unjustified grounds,
such as gender, race or religious belief; or
(d) manifestly abusive treatment, such as coercion, duress and
harassment.
3.2 Investments of investors of the other territory and
investors with respect to their investments shall be
accorded full protection and security. For greater
certainty, “ full protection and security ” only refers to
the authorities of the territory of a Party ’ s obligations
relating to physical security of investors and to
investments made by the investors of the other territory and
not to any other obligation whatsoever.
3.3 A determination that there has been a breach of another
provision of this Agreement, or of a separate international
agreement, does not establish that there has been a breach
of this Article.
3.4 In considering an alleged breach of this article, an
Arbitral Tribunal shall take account of whether the investor
or, as appropriate, the locally established enterprise,
pursued action for remedies before domestic courts or
tribunals prior to initiating a claim under this Agreement.

Article 4 Non-discrimination
4.1 Investor or investments made by investors of the other
territory shall be accorded treatment no less favourable
treatment than that accorded, in like circumstances, to its
own investors or to investments by such investors with
respect to the management, conduct, operation, sale or other
disposition of investments in a territory.
4.2 The treatment accorded under Article 4.1 means, with respect
to a Regional authority, treatment no less favourable than
the treatment accorded, in like circumstances, by that
Regional authority to investors, and to investments of
investors, of the territory of which it forms a part.

Article 5 Expropriation
5.1 An investment of an investor of the other territory may not
be nationalized or expropriated (hereinafter “ expropriate
” )either directly or through measures having an effect
equivalent to expropriation, except for reasons of public
purpose, in accordance with the due process of law and on
payment of adequate compensation. Such compensation shall be
adequate and be at least equivalent to the fair market value
of the expropriated investment immediately on the day before
the expropriation takes place (“ date of expropriation ”
), and shall not reflect any change in value occurring
because the intended expropriation had become known earlier.
Valuation criteria shall include going concern value, asset
value including declared tax value of tangible property, and
other criteria, as appropriate, to determine fair market
value.
5.2 Payment of compensation shall be made in a freely
convertible currency. Interest on payment of compensation,
where applicable, shall be paid in simple interest at a
commercially reasonable rate from the date of expropriation
until the date of actual payment. On payment, compensation
shall be freely transferable in accordance with Article 6
[Transfers].
5.3 The Parties confirm their shared understanding that:
(a) Expropriation may be direct or indirect:
(i) direct expropriation occurs when an investment is
nationalised or otherwise directly expropriated through
formal transfer of title or outright seizure; and
(ii) indirect expropriation occurs if a measure or series of
measures of the authorities of the territory has an effect
equivalent to direct expropriation, in that it
substantially or permanently deprives the investor of the
fundamental attributes of property in its investment,
including the right to use, enjoy and dispose of its
investment, without formal transfer of title or outright
seizure.
(b) The determination of whether a measure or a series of
measures have an effect equivalent to expropriation requires
a case-by-case, fact-based inquiry, that takes into
consideration:
(i) the economic impact of the measure or series of measures,
although the sole fact that a measure or series of measures
has an adverse effect on the economic value of an investment
does not establish that an indirect expropriation has
occurred;
(ii) the duration of the measure or series of measures of the
authorities of the territory;
(iii) the character of the measure or series of measures,
notably their object, context and intent; and
(iv) whether a measure by the authorities of the territory
breaches a prior binding written commitment to the investor
whether by contract, licence or other legal document.
5.4 For the avoidance of doubt, an action taken by the
authorities of the territory in its commercial capacity
shall not constitute expropriation or any other measure
having similar effect.
5.5 Non-discriminatory regulatory measures by the authorities of
the territory or measures or awards by judicial bodies of
the territory that are designed and applied to protect
legitimate public interest or public purpose objectives such
as public health, safety and the environment shall not
constitute expropriation under this Article.
5.6 In considering an alleged breach of this Article, an
Arbitral Tribunal shall take account of whether the investor
or, as appropriate, the locally established enterprise,
pursued action for remedies before domestic courts or
tribunals prior to initiating a claim under this Agreement.
Article 6 Transfers
6.1 Subject to the law of a territory, all funds of an investor
of the other territory related to an investment in the
territory shall be permitted to be freely transferred and on
a non-discriminatory basis. Such funds may include:
(a) contributions to capital;
(b) profits, dividends, capital gains and proceeds from the sale
of all or any part of the investment or from the partial or
complete liquidation of the investment;
(c) interest, royalty payments, management fees, and technical
assistance and other fees;
(d) payments made under a contract, including a loan agreement;
(e) payments made pursuant to Article 5 [Expropriation], Article
7 [Compensation for losses] and under Chapter IV.
6.2 Unless otherwise agreed to between the Parties, currency
transfer under Article 6.1 shall be permitted in the
currency of the original investment or any other convertible
currency. Such transfer shall be made at the prevailing
market rate of exchange on the date of transfer.
6.3 Nothing in this Agreement shall prevent the authorities of
the territory from conditioning or preventing a transfer
through a good faith application of its law, including
actions relating to:
(a) bankruptcy, insolvency or the protection of the rights of
the creditors;
(b) compliance with judicial, arbitral or administrative
decisions and awards;
(c) compliance with labour obligations;
(d) financial reporting or record keeping of transfers when
necessary to assist law enforcement or financial regulatory
authorities;
(e) issuing, trading or dealing in securities, futures, options,
or derivatives;
(f) compliance with the law on taxation;
(g) criminal or penal offences and the recovery of the proceeds
of crime;
(h) social security, public retirement, or compulsory savings
schemes, including provident funds, retirement gratuity
programs and employees insurance programs;
(i) severance entitlements of employees;
(j) requirement to register and satisfy other formalities
imposed by the Central Bank and other relevant authorities
of the territory of a Party; and
(k) in the case of ITA, requirements to lock-in initial capital
investments, as provided in the authority ’ s Foreign
Direct Investment (FDI) Policy, where applicable, provided
that, any new measure which would require a lock-in period
for investments will not apply to existing investments.
6.4 Notwithstanding anything in Article 6.1 and 6.2 to the
contrary, an authority of a territory may temporarily
restrict transfers in the event of serious
balance-of-payments difficulties or threat thereof, or in
cases where, in exceptional circumstances, movements of
capital cause or threaten to cause serious difficulties for
macroeconomic management, in particular, monetary and
exchange rate policies.

Article 7 Compensation for Losses
Investments of investors of one territory which suffer losses
owing to war or other armed conflict, a state of national
emergency or civil disturbances in other territory, will be
given treatment, as regards restitution, indemnification,
compensation or other settlement, no less favourable than that
which the authorities of the latter territory accord to their
own investors or to investors of any non-Party territory.
Resulting payments shall be freely transferable.

Article 8 Subrogation
8.1 If an authority of a territory or its designated agency
makes a payment to any of its investors under a guarantee or
a contract of insurance it has entered into in respect of an
investment, the validity of the subrogation in favour of
such authority or agency thereof to any right or title held
by the investor shall be recognized in the other territory.
8.2 An authority of a territory or its designated agency thereof
which is subrogated to the rights of an investor in
accordance with paragraph 1 of this Article shall be
entitled in all circumstances to the same rights as those of
the investor in respect of the investment. Such rights may
be exercised by the authority or its designated agency
thereof, or by the investor if the said authority or any
agency thereof so authorizes.

Article 9 Entry and Sojourn of Personnel
Subject to the law in the territories relating to the entry and
sojourn of non-citizens and on the basis of reciprocity, an
authority of the territory shall permit natural persons of the
other territory employed by the investor or the locally
established enterprise to enter and remain in its territory for
the purpose of engaging in activities connected with the
investment.

Article 10 Transparency
10.1 Each Party shall, to the extent possible, ensure that the
laws, regulations, procedures, and administrative rulings
of general application in respect of any matter covered by
this Agreement are promptly published or otherwise made
available in such a manner as to enable interested persons
and the other Party to become acquainted with them.
10.2 Each Party shall, as provided for in the laws and
regulations in its territory:
(a) publish any such measure that it proposes to adopt; and
(b) provide interested persons and the other Party a reasonable
opportunity to comment on such proposed measures.
10.3 Each Party shall, upon request by the other Party, promptly
respond to specific questions from and provide information
to the other Party with respect to matters referred to in
Article 10.1.
10.4 Nothing in this Agreement shall require a Party to furnish
or allow access to confidential information, the disclosure
of which would impede law enforcement, or otherwise be
contrary to the public interest, or which would prejudice
legitimate commercial interests of particular juridical
persons, public or private.

Chapter III Investor Obligations
Article 11 Compliance with Laws
The Parties reaffirm and recognize that:
(a) Investors and their investments shall comply with all laws,
regulations, procedures and administrative rulings of the
territory of a Party concerning the establishment,
acquisition, management, operation and disposition of
investments.
(b) Investors and their investments shall not, either prior to
or after the establishment of an investment, offer, promise,
or give any undue pecuniary advantage, gratification or gift
whatsoever, whether directly or indirectly, to a public
servant or official of the territory of a Party as an
inducement or reward for doing or forbearing to do any
official act or obtain or maintain other improper advantage
nor shall be complicit in inciting, aiding, abetting, or
conspiring to commit such acts.
(c) Investors and their investments shall comply with the
provisions of law of the territory concerning taxation,
including timely payment of their tax liabilities.
(d) An investor shall provide such information as the
authorities of territory may require concerning the
investment in question and the corporate history and
practices of the investor, for purposes of decision making
in relation to that investment or solely for statistical
purposes.

Article 12 Corporate Social Responsibility
Investors and their enterprises operating within each territory
shall endeavour to voluntarily incorporate internationally
recognized standards of corporate social responsibility in their
practices and internal policies, such as statements of principle
that have been endorsed or are supported by the authorities of
the territories. These principles may address issues such as
labour, the environment, human rights, community relations and
anti-corruption.

Chapter IV Settlement of Investment Disputes
Article 13 Scope and Definitions
13.1 Without prejudice to the rights and obligations of the
authorities of the territories under Chapter V, this
Chapter establishes a mechanism for the settlement of
disputes between an investor and the authorities of the
other territory.
13.2 This Chapter shall only apply to a dispute between the
authorities of a territory and an investor of the other
territory with respect to its investment, arising out of an
alleged breach of an obligation of the authorities of the
territory under Chapter II of this Agreement, other than
the obligation under Articles 9 [Entry and Sojourn of
Personnel] and Article 10 [Transparency] of this Agreement.
13.3 The Arbitral Tribunal constituted under this Chapter shall
only decide claims in respect of a breach of this Agreement
as set out in Chapter II, except under Articles 9 [Entry
and Sojourn of Personnel] and Article 10 [Transparency],
and not disputes arising solely from an alleged breach of a
contract between the authorities of the territory and an
investor. Such disputes shall only be resolved by the
domestic courts or in accordance with the dispute
resolution provisions set out in the relevant contract.
13.4 An investor may not submit a claim to arbitration under
this Chapter if the investment has been made through
fraudulent misrepresentation, concealment, corruption,
money laundering, conduct amounting to an abuse of process,
or similar illegal mechanisms.
13.5 In addition to other limits on its jurisdiction, the
Arbitral Tribunal constituted under this Chapter shall not
have the jurisdiction to:
(a) review the merits of a decision made by a judicial authority
of the territory; or
(b) accept any claim that is or has been subject of an
arbitration under Chapter V. 13.6 A dispute between an
investor and the authorities of the territory shall proceed
sequentially in accordance with this Chapter.
13.7 For the purposes of this Chapter:
(a) “ Defending Party ” means the authorities of the territory
against which a claim is made under this Article.
(b) “ disputing party ” means a Defending Party or a disputing
investor.
(c) “ disputing parties ” means a disputing investor and a
Defending Party.
(d) “ disputing investor ” means an investor of a territory
that makes a claim against the authorities of the other
territory on its behalf under this Article, and where
relevant, includes an investor of a territory that makes a
claim on behalf of the locally established enterprise.
(e) “ Non-disputing Party ” means the authorities of the
territory to this Agreement which is not a party to a
dispute under Chapter IV of this Agreement.
(f) “ UNCITRAL Arbitration Rules ” means the arbitration rules
of the United Nations Commission on International Trade Law.
(g) “ New York Convention ” means the United Nations
Convention on the Recognition and Enforcement of Foreign
Arbitral Awards done at New York on 10 June, 1958.
(h) “ ICC Arbitration Rules ” means the Rules of Arbitration
of the International Chamber of Commerce, in force as from 1
January 2012 and as amended thereafter.

Article 14 Proceedings under different international agreements
Where claims are brought pursuant to this Chapter and another
international agreement and:
(a) there is a potential for overlapping compensation; or
(b) the other international claim could have a significant
impact on the resolution of the claim brought pursuant to
this Chapter,

the Arbitral Tribunal constituted under this Chapter shall, as
soon as possible after hearing the disputing parties, stay its
proceedings or otherwise ensure that proceedings brought
pursuant to another international agreement are taken into
account in its decision, order or award.

Article 15 Conditions Precedent to Submission of a Claim to
Arbitration
15.1 In respect of a claim that the Defending Party has breached
an obligation under Chapter II, other than an obligation
under Article 9 [Entry and Sojourn of Personnel] and
Article 10 [Transparency], a disputing investor may
commence a proceeding under this Chapter by transmitting a
written request for consultations and negotiations (“
written request ” )to the Defending Party.
15.2 The written request shall: specify the name and address of
the disputing investor or the enterprise, where applicable;
set out the factual basis of the claim, including the
measures at issue; specify the provisions of the Agreement
alleged to have been breached and any other relevant
provisions; specify the relief sought and the approximate
amount of damages claimed; and furnish evidence
establishing that the disputing investor is an investor of
the territory of the other Party.
15.3 For no less than six (6) months after receipt of the
written request, the disputing parties shall use their best
efforts to try to resolve the dispute amicably through
meaningful consultation, negotiation or other third party
procedures. In all such cases, the place of such
consultation or negotiation or settlement shall be the
territory in which the investment is made.
15.4 In the event that the disputing parties cannot settle the
dispute amicably, a disputing investor may submit a claim
to arbitration pursuant to this Agreement, but only if the
following additional conditions are satisfied:
(a) a disputing investor must submit its claim before the
relevant domestic courts or administrative bodies in the
territory in which the investment is made for the purpose of
pursuing domestic remedies in respect of the same measure or
similar factual matters for which a breach of this Agreement
is claimed. Such claim before the relevant domestic courts
or administrative bodies mentioned above, must be submitted
within one (1) year and six (6) months from the date on
which the investor first acquired, or should have first
acquired, knowledge of the measure in question and knowledge
that the investment, or the investor with respect to its
investment, had incurred loss or damage as a result. For
greater certainty, in demonstrating compliance with the
obligation to exhaust local remedies, the investor shall not
assert that the obligation to exhaust local remedies does
not apply or has been met on the basis that the claim under
this Agreement is by a different party or in respect of a
different cause of action. Provided, however, that the
requirement to exhaust local remedies shall not be
applicable if the investor or the locally established
enterprise can demonstrate that there are no available
domestic legal remedies capable of reasonably providing any
relief in respect of the same measure or similar factual
matters for which a breach of this Agreement is claimed by
the investor.
(b) Where applicable, if, after exhausting all judicial and
administrative remedies relating to the measure underlying
the claim for at least a period of four (4) years from the
date on which the investor first acquired knowledge of the
measure in question, no resolution has been reached
satisfactory to the investor,
(c) not more than five (5) years and six (6) months have elapsed
from the date on which the disputing investor first
acquired, or should have first acquired, knowledge of the
measure in question and knowledge that the disputing
investor with respect to its investment, had incurred loss
or damage as a result; or
(d) where applicable, not more than twelve (12) months have
elapsed from the conclusion of domestic proceedings pursuant
to subparagraph (b).
(e) the disputing investor or the locally established enterprise
have waived their right to initiate or continue before any
administrative tribunal or court under the law of the
territory of any Party, or other dispute settlement
procedures, any proceedings with respect to the measure of
the Defending Party that is alleged to be a breach referred
to in Article 13.2.
(f) In case of indirect investment, a disputing investor may
submit a claim under Chapter IV only if, both the disputing
investor and the legal entity of any other territory through
which the investment has been made, waive their right to
initiate or continue any proceeding, including under any
other Investment Agreement, with respect to the measure of
the Defending Party that is alleged to be a breach referred
to in Article 13.2. Such waivers shall be provided in
writing to the Defending Party, by the disputing investor
and the legal entity of any other territory through which
the investment has been made.
(g) In case of indirect investment, no claim may be submitted
under this Chapter if the disputing investor or the legal
entity of any other territory through which the investment
has been made, submits or has submitted a claim with respect
to the same measure or series of measures under any
proceeding, including under any other Investment Agreement.
(h) where the claim submitted by the disputing investor is for
loss or damage to an interest in an enterprise of the
territory of the other Party that is a juridical person that
the disputing investor owns or controls, that enterprise has
waived its right to initiate or continue before any
administrative tribunal or court under the law of the
territory of any Party, or other dispute settlement
procedures, any proceedings with respect to the measure of
the Defending Party that is alleged to be a breach referred
to in Article 13.2.
(i) At least 90 days before submitting any claim to arbitration,
the disputing investor has transmitted to the Defending
Party a written notice of its intention to submit the claim
to arbitration (“ notice of arbitration ” ). The notice of
arbitration shall:
(i) attach the written request and the record of its
transmission to the Defending Party with the details
thereof;
(ii) provide the consent to arbitration by the disputing
investor, or where applicable, by the locally established
enterprise, in accordance with the procedures set out in
this Agreement;
(iii) provide the waiver as required under Article 15.4 (e),
(f), (g) or (h), as applicable; provided that a waiver
from the enterprise under Article 15.4 (e), (f), (g) or
(h) shall not be required only where the Defending Party
has deprived the disputing investor of control of an
enterprise;
(iv) specify the name of the arbitrator appointed by the
disputing investor.

Article 16 Submission of Claim to Arbitration
16.1 A disputing investor who meets the conditions precedent
provided for in Article 15 [Conditions Precedent to
Submission of a Claim to Arbitration] may submit the claim
to arbitration under:
(a) the UNCITRAL Arbitration Rules; or
(b) any other arbitration rules, including the ICC Arbitration
Rules, if mutually agreed by the disputing parties.
16.2 The applicable arbitration rules shall govern the
arbitration except to the extent modified by this Chapter,
and supplemented by any subsequent rules adopted by the
Parties.
16.3 A claim is submitted to arbitration under this Chapter when
the notice of arbitration given under the UNCITRAL
Arbitration Rules is received by the Defending Party.
16.4 Delivery of notice and other documents on a Party shall be
made to the Designated Representative for each Party.

Article 17 Appointment of Arbitrators
17.1 The Arbitral Tribunal shall consist of three arbitrators
with relevant expertise or experience in public
international law, international trade and international
investment law, or the resolution of disputes arising under
international trade or international investment agreements.
They shall be independent of, and not be affiliated with or
take instructions from a disputing party or the authorities
of the territory of a Party, with regard to trade and
investment matters. Arbitrators shall not take instructions
from any organisation, government, authorities of the
territories or disputing party with regard to matters
related to the dispute.
17.2 One arbitrator shall be appointed by each of the disputing
parties and the third arbitrator (“ Presiding Arbitrator
” )shall be appointed by agreement of the co-arbitrators
and the disputing parties.
17.3 If the Arbitral Tribunal has not been constituted within
one hundred twenty (120) days from the date that a Claim is
submitted to arbitration under this Article, the appointing
authority under this Article shall be the Secretary-General
of the Permanent Court of Arbitration.
17.4 The appointing authority shall appoint in her/his
discretion and after consultation with the disputing
parties, the arbitrator or arbitrators not yet appointed.

Article 18 Prevention of Conflict of Interest of Arbitrators
and Challenges
18.1 Every arbitrator appointed to resolve disputes under this
Agreement shall during the entire arbitration proceedings
be impartial, independent and free of any actual or
potential conflict of interest.
18.2 Upon nomination and, if appointed, every arbitrator shall,
on an ongoing basis, disclose in writing any circumstances
that may, in the eyes of the disputing parties, give rise
to doubts as to her/his independence, impartiality, or
freedom from conflicts of interest. This includes any items
listed in Article 18.10 and any other relevant
circumstances pertaining to the subject matter of the
dispute, and to existing or past, direct or indirect,
financial, personal, business, or professional
relationships with any of the disputing parties, Parties,
legal counsel, representatives, witnesses, or
co-arbitrators. Such disclosure shall be made immediately
upon the arbitrator acquiring knowledge of such
circumstances, and shall be made to the co-arbitrators,
disputing parties and the appointing authority, if any,
making an appointment. Neither the ability of those
individuals or entities to access this information
independently, nor the availability of that information in
the public domain, will relieve any arbitrator of his or
her affirmative duty to make these disclosures. Doubts
regarding whether disclosure is required shall be resolved
in favour of such disclosure.
18.3 A disputing party may challenge an arbitrator appointed
under this Agreement:
(a) if facts or circumstances exist that may, in the eyes of any
of the disputing parties, give rise to justifiable doubts as
to the arbitrator ’ s independence, impartiality or freedom
from conflicts of interest; or
(b) in the event that an arbitrator fails to act or in the event
of the de jure or de facto impossibility of the arbitrator
performing his or her functions, Provided that no such
challenge may be initiated after fifteen days of that party:
(i) learning of the relevant facts or circumstances through a
disclosure made under Article 18.2 by the arbitrator, or
(ii) otherwise becoming aware of the relevant facts or
circumstances relevant to a challenge under Article 18.3,
whichever is later.
18.4 The notice of challenge shall be communicated to the
disputing party, to the arbitrator who is challenged, to
the other arbitrators and to the appointing authority under
Article 17.3. The notice of challenge shall state the
reasons for the challenge.
18.5 When an arbitrator has been challenged by a disputing
party, all disputing parties may agree to the challenge.
The arbitrator may also, after the challenge, withdraw from
his or her office. In neither case does this imply
acceptance of the validity of the grounds for the
challenge.
18.6 If, within fifteen (15) days from the date of the notice of
challenge, the disputing parties do not agree to the
challenge or the challenged arbitrator does not withdraw,
the disputing party making the challenge may elect to
pursue it. In that case, within 30 days from the date of
the notice of challenge, it shall seek a decision on the
challenge by the appointing authority as specified under
Article 17.3.
18.7 The appointing authority as specified under Article 17.3
shall accept the challenge made under Article 18.3 if, even
in the absence of actual bias, there are circumstances that
would give rise to justifiable doubts as to the arbitrator
’ s lack of independence, impartiality, freedom from
conflicts of interest, or ability to perform his or her
role, in the eyes of an objective third party.
18.8 In any event where an arbitrator has to be replaced during
the course of the arbitral proceedings, a substitute
arbitrator shall be appointed or chosen pursuant to the
procedure provided for in the Agreement and the arbitration
rules that were applicable to the appointment or choice of
the arbitrator being replaced. This procedure shall apply
even if during the process of appointing the arbitrator to
be replaced, a disputing party to the arbitration had
failed to exercise its right to appoint or to participate
in the appointment.
18.9 If an arbitrator is replaced, the proceedings may resume
from the stage where the arbitrator who was replaced ceased
to perform his or her functions unless otherwise agreed by
the disputing parties.
18.10 A justifiable doubt as to an arbitrator ’ s independence
or impartiality or freedom from conflicts of interest
shall be deemed to exist on account of the following
factors, including if:
(a) The arbitrator or her/his associates or relatives have an
interest in the outcome of the particular arbitration;
(b) The arbitrator is or has been a representative/advisor of
the appointing party or an affiliate of the appointing party
in the preceding three (3) years prior to the commencement
of arbitration;
(c) The arbitrator is from the same law firm as the counsel to a
disputing party;
(d) The arbitrator is acting concurrently with the counsel or
firm of a disputing party in another dispute;
(e) The arbitrator ’ s firm is currently rendering or has
rendered services to a disputing party or to an affiliate of
one of the parties out of which such firm derives financial
interest;
(f) The arbitrator has received a full briefing of the merits or
procedural aspects of the dispute from the appointing party
or her/his counsel prior to her/his appointment;
(g) The arbitrator is a manager, director or member of the
governing body, or has a similar controlling influence by
virtue of shareholding or otherwise in a disputing party;
(h) The arbitrator has publicly advocated a fixed position
regarding an issue on the case that is being arbitrated.
18.11 The Parties shall by mutual agreement and after completion
of their respective procedures adopt a separate code of
conduct for arbitrators to be applied in disputes arising
out of this Agreement, which may replace or supplement the
existing rules in application. Such a code and may address
topics such as disclosure obligations, the independence
and impartiality of arbitrators and confidentiality.

Article 19 Conduct of Arbitral Proceedings
19.1 Unless the disputing parties agree otherwise, the Arbitral
Tribunal shall hold the arbitration proceedings in the
territory of a country that is a party to the New York
Convention, selected in accordance with the UNCITRAL
Arbitration Rules if the arbitration is under those Rules.
19.2 Unless otherwise agreed by the disputing parties, the
Arbitral Tribunal may determine a place for meetings and
hearings and the legal seat of arbitration. In doing so,
the Arbitral Tribunal shall take into consideration the
convenience of the disputing parties and the arbitrators,
the location of the subject matter, the proximity of the
evidence, and give special consideration to the territory
in which the investment is made.
19.3 When considering matters of evidence or production of
documents, the Arbitral Tribunal shall not have any powers
to compel production of documents which the Defending
Party claims are protected from disclosure under the rules
on confidentiality or privilege under the law of the
territory in which the investment is made.

Article 20 Dismissal of Frivolous Claims
20.1 Without prejudice to the Arbitral Tribunal ’ s authority
to address other objections, the Arbitral Tribunal shall
address and decide as a preliminary question any objection
by the Defending Party that a claim submitted by the
disputing investor is: (a) not within the scope of the
Arbitral Tribunal ’ s jurisdiction, or (b) manifestly
without legal merit or unfounded as a matter of law.
20.2 Such objection shall be submitted to the Arbitral Tribunal
as soon as possible after the Arbitral Tribunal is
constituted, and in no event later than the date the
Arbitral Tribunal fixes for the Defending Party to submit
its counter-memorial (or, in the case of an amendment to
the notice of arbitration, the date the Arbitral Tribunal
fixes for the Defending Party to submit its response to
the amendment).
20.3 On receipt of an objection under this Article, the Arbitral
Tribunal shall suspend any proceedings on the merits,
establish a schedule for considering the objection
consistent with any schedule it has established for
considering any other preliminary question and issue a
decision or award on the objection, stating the grounds
therefore. In deciding an objection under this Article,
the Arbitral Tribunal shall assume to be true disputing
investor ’ s factual allegations in support of any claim
in the notice of arbitration (or any amendment thereof).
The Arbitral Tribunal may also consider any relevant facts
not in dispute.
20.4 The Arbitral Tribunal shall issue an award under this
Article no later than one hundred fifty (150) days after
the date of the receipt of the request under Article 20.2.
However, if a Defending Party requests a hearing, the
Arbitral Tribunal may take an additional thirty (30) days
to issue the decision or award.
20.5 The Defending Party does not waive any objection as to
competence or any argument on the merits merely because
the Defending Party did or did not raise an objection or
make use of the expedited procedure set out this Article.
20.6 When the Arbitral Tribunal decides on a preliminary
objection by a Defending Party under Article 20.2 or 20.3,
the Arbitral Tribunal may, if warranted, award to the
prevailing Defending Party reasonable costs and attorneys
’ fees incurred in submitting or opposing the objection.
In determining whether such an award is warranted, the
Arbitral Tribunal shall consider whether either the claim
by the disputing investor or the objection by the
Defending Party was frivolous, and shall provide the
disputing parties a reasonable opportunity to present its
cases.

Article 21 Transparency in arbitral proceedings
21.1 Subject to applicable law regarding protection of
confidential information, the Defending Party shall make
available to the public the following documents relating
to a dispute under this Chapter:
(a) the written request and the notice of arbitration;
(b) pleadings and other written submissions on jurisdiction and
the merits submitted to the Arbitral Tribunal, including
submissions by a Non-disputing Party;
(c) Transcripts of hearings, where available; and
(d) decisions, orders and awards issued by the Arbitral
Tribunal.
21.2 Hearings for the presentation of evidence or for oral
argument (“ hearings ” )shall be made public in
accordance with the following provisions:
a. Where there is a need to protect confidential information or
protect the safety of participants in the proceedings, the
Arbitral Tribunal shall make arrangements to hold in private
that part of the hearing requiring such protection.
b. The Arbitral Tribunal shall make logistical arrangements to
facilitate public access to hearings, including by organizing
attendance through video links or such other means as it
deems appropriate. However, the l Arbitral Tribunal may,
after consultation with the disputing parties, decide to hold
all or part of the hearings in private where this becomes
necessary for logistical reasons, such as when the
circumstances render any original arrangement for public
access to a hearing infeasible.
21.3 The award of the Arbitral Tribunal rendered under this
Article shall be publicly available, subject to the
redaction of confidential information. Where a Defending
Party determines that it is in the public interest to do
so and notifies the Arbitral Tribunal of that
determination, all other documents submitted to, or issued
by, the Arbitral Tribunal shall also be publicly
available, subject to the redaction of confidential
information.
21.4 The Non-disputing Party may make oral and written
submissions to the Arbitral Tribunal regarding the
interpretation of this Agreement.

Article 22 Burden of Proof and Governing Law
22.1 This Agreement shall be interpreted in the context of the
high level of deference that international law accords to
States with regard to their development and implementation
of domestic policies.
22.2 The disputing investor bears the burden of establishing:
(a) jurisdiction;
(b) the existence of an obligation under Chapter II of this
Agreement, other than the obligation under Articles 9 [Entry
and Sojourn of Personnel] or 10 [Transparency];
(c) a breach of such obligation;
(d) that the investment, or the investor with respect to its
investment, has suffered actual and non-speculative losses
as a result of the breach; and
(e) that those losses were foreseeable and directly caused by
the breach.
22.3 The governing law for interpretation of this Agreement by
the Arbitral Tribunal constituted under this Chapter shall
be:
(a) this Agreement;
(b) the general principles of public international law relating
to the interpretation of agreements, including the
presumption of consistency between international agreements
to which the Parties are party; and
(c) for matters relating to domestic law, the law of the
territory of the Defending Party.

Article 23 Joint Interpretations
23.1 Interpretations of specific provisions and decisions on
application of this Agreement issued subsequently by the
Parties in accordance with this Agreement shall be binding
on Arbitral Tribunals established under this Chapter upon
issuance of such interpretations or decisions.
23.2 In accordance with customary international law, other
evidence of the Parties subsequent agreement and practice
regarding interpretation or application of this Agreement
shall constitute authoritative interpretations of this
Agreement and must be taken into account by Arbitral
Tribunals under this Chapter.
23.3 The Arbitral Tribunal may, on its own account or at the
request of a Defending Party, request the joint
interpretation of any provision of this Agreement that is
subject of a dispute. The Parties shall submit in writing
any joint decision declaring their interpretation to the
Arbitral Tribunal within sixty (60) days of the request.
Without prejudice to the rights of the Parties under
Article 23.1 and 23.2, if the Parties fail to submit a
decision to the Arbitral Tribunal within sixty (60) days,
any interpretation issued individually by a Party shall be
forwarded to the disputing parties and the Arbitral
Tribunal, which may take into account such interpretation.

Article 24 Expert Reports
Without prejudice to the appointment of other kinds of experts
where authorized by the applicable arbitration rules, and unless
the disputing parties disapprove, the Arbitral Tribunal may
appoint experts to report to it in writing on any factual issue
concerning environmental, health, safety, technical or other
scientific matters raised by a disputing party, subject to such
terms and conditions as the disputing parties may agree.

Article 25 Award
25.1 The award shall include a judgement as to whether there has
been a breach by the Defending Party of any rights
conferred under this Agreement in respect of the disputing
investor and its investment and the legal basis and the
reasons for its decisions.
25.2 The Arbitral Tribunal shall reach its decision by a
majority of votes. Such decision shall be binding on both
disputing parties.
25.3 The Arbitral Tribunal can only award monetary compensation
for a breach of the obligations under Chapter II of the
Agreement. Monetary damages shall not be greater than the
loss suffered by the investor or, as applicable, the
locally established enterprise, reduced by any prior
damages or compensation already provided by the authorities
of the territory. For the calculation of monetary damages,
the Arbitral Tribunal shall also take into account any
restitution of property or repeal or modification of the
measure, or other mitigating factors.(note 1)

(note 1) Mitigating factors can include, current and past use of
the investment, the history of its acquisition and
purpose, compensation received by the investor from
other sources, any unremedied harm or damage that the
investor has caused to the environment or local
community or other relevant considerations regarding
the need to balance public interest and the interests
of the investor.

25.4 The Arbitral Tribunal may not award punitive or moral
damages or any injunctive relief against authorities of the
territory of either Party under any circumstance.

Article 26 Finality and enforcement of awards
26.1 The award made by the Arbitral Tribunal shall have no
binding force except between the disputing parties and in
respect of the particular case and the Arbitral Tribunal
must clearly state those limitations in the text of the
award.
26.2 Subject to Article 26.3, a disputing party shall abide by
and comply with an award without delay.
26.3 A disputing party may not seek enforcement of a final award
until:
(a) ninety (90) days have elapsed from the date the award was
rendered and no disputing party has commenced a proceeding
to revise, set aside or annul the award, or
(b) a court has dismissed or allowed an application to revise,
set aside or annul the award and there is no further appeal.
26.4 Authorities in each territory shall provide for the
enforcement of an award in its territory in accordance
with its law.
26.5 A claim that is submitted to arbitration under this Chapter
shall be considered to arise out of a commercial
relationship or transaction for purposes of Article I
of the New York Convention.

Article 27 Costs
The disputing parties shall share the costs of the arbitration,
with arbitrator fees, expenses, allowances and other
administrative costs. The disputing parties shall also bear the
cost of its representation in the arbitral proceedings. The
Arbitral Tribunal may, however, in its discretion direct that
the entire costs or a higher proportion of costs shall be borne
by a disputing party and this determination shall be final and
binding on both disputing parties.

Article 28 Appeals Facility
The Parties may by agreement or after the completion of their
respective procedures regarding the enforcement of this
Agreement may establish an institutional mechanism to develop an
appellate body or similar mechanism to review awards rendered by
Arbitral Tribunals under this Chapter. Such appellate body or
similar mechanism may be designed to provide coherence to the
interpretation of provisions in this Agreement. In developing
such a mechanism, the Parties may take into account the
following issues, among others:
(a) the nature and composition of an appellate body or similar
mechanism;
(b) the scope and standard of review of such an appellate body;
(c) transparency of proceedings of the appellate body or similar
mechanism;
(d) the effect of decisions by an appellate body or similar
mechanism or similar mechanism;
(e) the relationship of review by an appellate body or similar
mechanism to the arbitral rules that may be selected under
Article 16.1 of this Agreement; and
(f) the relationship of review by an appellate body or similar
mechanism to existing domestic laws and international law on
the enforcement of arbitral awards.

Chapter V Dispute Settlement between Parties
Article 29 Disputes between Parties
29.1 Disputes between the Parties concerning:
(a) the interpretation or application of this Agreement, or
(b) whether there has been compliance with obligations to
consult in good faith under Article 35,

should, as far as possible, be settled through consultation
or negotiation, which may include the use of non-binding
third-party mediation or other mechanisms.

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

Chapter VI Prudential Measures and Exceptions
Article 30 Prudential Measures
Notwithstanding any other provisions in this Agreement,
authorities of a territory shall not be prevented from taking
measures relating to financial services for prudential reasons,
including measures for the protection of investors, depositors,
policy holders or natural or juridical persons to whom a
fiduciary duty is owed by an entity supplying financial
services, or to ensure the integrity and stability of its
financial and monetary system. Where such measures do not
conform with the provisions of the Agreement, they shall not be
used as a means of avoiding commitments or obligations under
this Agreement.

Article 31 General Exceptions
31.1 Nothing in this Agreement shall be construed to prevent the
adoption or enforcement by the authorities of the
territory, of measures of general applicability applied on
a non-discriminatory basis that are necessary (note 2) to:

(note 2) In considering whether a measure is “ necessary ”,
the Tribunal shall take into account whether there was
no less restrictive alternative measure reasonably
available to the authorities of the territory.

(a) protect public morals or maintaining public order;
(b) protect human, animal or plant life or health;
(c) ensure compliance with law and regulations that are not
inconsistent with the provisions of this Agreement;
(d) protect and conserve the environment, including all living
and non-living natural resources;
(e) protect national treasures or monuments of artistic,
cultural, historic or archaeological value.
31.2 Nothing in this Agreement shall apply to non-discriminatory
measures of general application taken by a central bank or
monetary authority of the territory in pursuit of monetary
and related credit policies or exchange rate policies. This
paragraph is without prejudice to a Party ’ s rights and
obligations under Article 6 [Transfers].

Article 32 Security Exceptions
32.1 Nothing in this Agreement shall be construed:
(a) to require the authorities of the territory to furnish any
information, the disclosure of which it considers contrary
to its essential security interests; or
(b) to prevent the authorities of the territory from taking any
action which it considers necessary for the protection of
its essential security interests including but not limited
to:
(i) action relating to fissionable and fusionable materials or
the materials from which they are derived;
(ii) action taken in time of war or other emergency in
domestic or international relations;
(iii) action relating to the traffic in arms, ammunition and
implements of war and to such traffic in other goods and
materials as is carried on directly or indirectly for
the purpose of supplying a military establishment;
(iv) action taken so as to protect critical public
infrastructure including communication, power and water
infrastructures from deliberate attempts intended to
disable or degrade such infrastructure;
(v) any policy, requirement or measure including, without
limitation, a requirement obtaining (or denying) any
security clearance to any company, personnel or equipment;
or
(c) to prevent the authorities of the territory from taking any
action in accordance with the United Nations Charter for the
maintenance of international peace and security.
32.2 Each Party shall inform the other Party to the fullest
extent possible of measures taken under Article 32.1 and of
their termination.
32.3 Nothing in this Chapter shall be construed to require
authorities of a territory to accord the benefits of this
Agreement to an investor of the other territory where the
authorities of the territory adopts or maintains measures
in any legislation or regulations which it considers
necessary for the protection of its essential security
interests with respect to any non-Party territory or an
investor of such non-Party territory that would be violated
or circumvented if the benefits of this Chapter were
accorded to such juridical person or to its investments.
32.4 This Article shall be interpreted in accordance with the
understanding of the Parties on security exceptions as set
out in the Annex, which shall form an integral part of this
Agreement.

Chapter VII Final Provisions
Article 33 Relationship with other Agreements
33.1 This Agreement or any action taken hereunder shall not
affect the rights and obligations of the Parties under any
other Agreements to which they are parties.
33.2 Any inconsistency, or question regarding the relationship
between this Agreement and another bilateral agreement
between the Parties, or a multilateral agreement to which
both Parties are a party, shall be resolved in accordance
with the principles of international law.

Article 34 Denial of Benefits
The authorities of a territory may at any time, including after
the institution of arbitration proceedings in accordance with
Chapter IV of this Agreement, deny the benefits of this
Agreement to:
(a) investor owned or controlled, directly or indirectly, by
persons of a non-Party territory or of the territory of the
denying authority; or
(b) an investment or investor that has been established or
restructured with the primary purpose of gaining access to
the dispute resolution mechanisms provided in this
Agreement.

Article 35 Consultations and Periodic Review
35.1 Either Party may request, and the other Party shall
promptly agree to, consultations in good faith on any issue
regarding the interpretation, application, implementation,
execution or any other matter including, but not limited
to:
(a) reviewing the implementation of this Agreement;
(b) reviewing the interpretation or application of this
Agreement;
(c) exchanging legal information; and
(d) addressing disputes arising under Chapter IV of this
Agreement or (e) any other disputes arising out of
investment.
35.2 Further to consultations under this Article, the Parties
may take any action as they may jointly decide, including
making and adopting rules supplementing the applicable
arbitral rules under Chapter IV or Chapter V of this
Agreement, issuing binding interpretations of this
Agreement, and adopting joint measures in order to improve
the effectiveness of this Agreement.
35.3 The Parties shall meet every five (5) years after the entry
into force of this Agreement to consult and review the
operation and effectiveness of this Agreement.

Article 36 Coordination Mechanism
36.1 The Parties shall set up the Coordination Mechanism by
designating representatives from the competent authorities
of the territories to provide assistance in the resolution
of any incidents or activities relating to investors and
their investments.
36.2 In the event of any such incidents or activities referred
to in the previous paragraph, upon request from the
investor to its respective Party, such Party shall task the
Coordination Mechanism to meet, in an appropriate manner,
within thirty (30) days of such request for the purpose of
addressing such incidents or activities.

Article 37 Amendments
37.1 This Agreement may be amended at any time at the request of
either Party. The requesting Party must submit its request
in written form explaining the grounds on which the
amendment shall be made. The other Party shall consult with
the requesting Party regarding the proposed amendment and
must also respond to the request in writing.
37.2 This Agreement will stand automatically amended at all
times to the extent that the Parties agree. Any agreement
to amend the Agreement pursuant to this Article must be
expressed in writing, whether in a single written
instrument or through an exchange of notes. These
amendments shall be binding on the tribunals constituted
under Chapter IV or Chapter V of this Agreement and an
award of the tribunals must be consistent with all
amendments to this Agreement.

Article 38 Entry into force, duration and termination
38.1 This Agreement shall enter into force by exchange of
letters between the Parties informing each other of the
completion of their necessary internal procedure for this
Agreement.
38.2 This Agreement shall remain in force for a period of ten
(10) years and shall lapse thereafter unless the Parties
expressly agree in writing that it shall be renewed. This
Agreement may be terminated any time after its entry into
force if either Party gives to the other Party a prior
notice in writing twelve (12) months in advance stating its
intention to terminate the Agreement. The Agreement shall
stand terminated immediately after the expiry of the twelve
(12) months notice period.
38.3 In respect of investments made prior to the date when the
termination of this Agreement becomes effective, the
provisions of this Agreement shall remain in force for a
period of eight (8) years.


In witness whereof the undersigned, being duly authorised
thereto have signed this Agreement.

Done at Taipei on 18 December 2018 in the Chinese, Hindi and
English languages, all texts being equally authoritative.

In case of any divergence in interpretation, the English text
shall prevail.


Representative Director General
Taipei Economic and India Taipei Association in Taipei
Cultural Center in India
_________________________ _________________________________

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