RECOGNISING that foreign investment is facilitated when foreign
investors abide by the laws and policies of the host territory;

NOTING the favourable conditions for investment in the territory
represented by the Taipei Economic and Cultural Office in
Australia brought about by the Statute for Investment by Foreign
Nationals 1997 which gives the same legal protection to
investors from the territory represented by the Australian
Commerce and Industry Office, Taipei as that given to other
foreign corporations;

NOTING the favourable conditions for investment in the territory
represented by the Australian Commerce and Industry Office,
Taipei brought about by the law in force in the territory it
represents, including the Foreign Corporations （Application of
Laws）Act 1989 which gives the same legal protection to
investors from the territory represented by the Taipei Economic
and Cultural Office in Australia as that given to other foreign
corporations;

RECOGNISING that the promotion and reciprocal protection of
investments would be conducive to the stimulation of individual
business initiative and would increase prosperity of the
territories they represent;

RECOGNISING that investments made under this Accord are governed
by the domestic laws of the host territory;

TAIPEI ECONOMIC AND CULTURAL OFFICE IN AUSTRALIA and AUSTRALIAN
COMMERCE AND INDUSTRY OFFICE, TAIPEI （” the Parties''）
mutually decide:

Definitions
1. For the purposes of this Accord:
“ authority'', in relation to a Party, means a body
established for a public purpose under a law that is in force
in the territory represented by the Party;

“ host territory'' means the territory in which an
investment is admitted and is represented by a Party;

“ investment'' means every kind of asset that is owned or
controlled, directly or indirectly, by an investor of the
territory represented by a Party and admitted subject to the
investment laws and policies of the host territory. It
includes:
（a）tangible property;
（b）intangible property （for example, rights such as
mortgages, liens or pledges）;
（c）any form of interest in a company （for example, shares,
stocks and debentures）;
（d）a loan or claim to money;
（e）a claim to performance having an economic value;
（f）intellectual property rights, including rights with respect
to copyright, patents, trademarks, trade names, industrial
designs, trade secrets, know-how and goodwill;
（g）business concessions and any other rights （for example,
rights to engage in agriculture, forestry, fisheries and
animal husbandry; rights to search for, extract or exploit
natural resources; and rights to manufacture, use and sell
products）that:
（i）are conferred by law or contract; and
（ii）are required to conduct economic activity; and
（iii）have economic value;
（h）activities associated with investments （for example, the
organization and operation of business facilities; the
acquisition, exercise and disposition of property rights
including intellectual property rights; the raising of
funds; and the purchase and sale of foreign exchange）.

“ investor ”, in relation to the territory represented by
the Taipei Economic and Cultural Office in Australia, means:
（a）a natural person who is a national of the territory
represented by the Party, or
（b）a juristic person, which includes a corporation,
association or other entity, that is incorporated,
constituted, set up, or otherwise duly organized in
accordance with the law of the territory represented by the
Party, that owns or controls an investment in the host
territory.

"investor", in relation to the territory represented by the
Australian Commerce and Industry Office, Taipei, means:
（a）a natural person:
（i）who is a citizen or permanent resident of the territory of
Australia; and
（ii）who owns or controls an investment in the host territory;
or
（b）a company that owns or controls an investment in the host
territory.

"permanent resident" means a natural person whose residence
in the territory of Australia is not limited as to time under
that territory's law.

"company" means a corporation, association, partnership,
trust or other legally-recognised entity that is
incorporated, constituted, set up, or otherwise duly
organised:
（i）under the law of the territory of Australia; or
（ii）under the law of a third economy and is owned or
controlled by an entity described above or by a natural
person who is a citizen or permanent resident of the
territory of Australia.

"territory represented by a Party" means:
（a）in relation to the Taipei Economic and Cultural Office in
Australia, the territory of Taiwan. and
（b）in relation to the Australian Commerce and Industry Office,
Taipei, the territory of Australia;

2. A reference in this Accord to a law or policy is a reference
to the law or policy as applicable from time to time.

3. For the purposes of this Accord, a natural person or company
will be regarded as controlling a company or an investment if
the person or company has a substantial interest in the
company or the investment. Any question arising out of this
Accord concerning the control of a company or an investment
will be resolved to the satisfaction of the Parties;

Application
4. This Accord will apply to investments whenever made.
5. This Accord will apply in conformity with applicable
bilateral and multilateral treaties and other relevant
international instruments in force in the respective
territories represented by each Party. This Accord will not
prevent an investor of the territory represented by a Party
from taking advantage of provisions of any law or policy of
the territory represented by the other Party that is more
favourable than the provisions of this Accord.

Promotion and protection of investments
6. In accordance with the investment laws and policies of the
territory it represents, each Party will encourage and
promote investments in that territory by investors of the
territory represented by the other Party.

7. Each Party will work towards the improvement of the
investment climate in the territory it represents.

8. Each Party will, subject to the laws of the territory it
represents, encourage the authorities of that territory to
treat investments in a fair and equitable manner and to
protect investments in their territory. Subject to the laws
of the territory it represents, neither Party will impair the
management, maintenance, use, enjoyment or disposal of
investments.

9. The Parties will not be liable for any decision made by an
investor.

Non-discrimination
10. Each Party will encourage the authorities of the territory
it represents to treat investments in that territory on a
basis no less favourable than that accorded to investments
of investors of any third territory. The Parties recognise
that a host territory will not be obliged to extend to an
investment any treatment, preference or privilege resulting
from:
（a）any customs union, economic union, free trade area or
regional economic integration agreement or arrangement to
which the territory it represents belongs; or
（b）the provisions of a double taxation agreement or
arrangement to which it or the territory it represents is a
party.

Entry and sojourn
11. Each Party, subject to the laws in force in the territory it
represents, recognises the desirability of allowing natural
persons who are:
（a）investors of the territory represented by the other Party;
or
（b）employees of investors incorporated, constituted, set up,
or otherwise duly organised under the law of the territory
represented by that other Party; to enter and remain in the
territory it represents for the purpose of engaging in
investment-related activities.

12. Each Party will, subject to the laws of the territory it
represents, encourage the authorities of the territory it
represents to ensure that investors are able to employ key
technical and managerial personnel of their choice
regardless of citizenship.

Transparency of laws
13. Each Party will ensure that the investment laws and policies
that are in force in the territory it represents are
publicly available in a prompt, transparent and readily
accessible manner.
14. Each Party will exchange information about the investment
environment and incentives in the territory it represents
and will make this information available to potential
investors.

Expropriation
15. Each Party will encourage the authorities of the territory
it represents not to expropriate investments unless the
following conditions have been complied with:
（a）the expropriation is non-discriminatory and for a public
purpose;
（b）the expropriation is made with due process and in
accordance with;
（i）the laws of the host territory; and
（ii）the principles of international law;
（c）the expropriation is accompanied by the payment of prompt,
adequate and effective compensation; and
（d）the investor whose investment is expropriated is given a
right, under the laws of the host territory, to prompt
review by a judicial or other independent authority.

16. The compensation referred to in paragraph 15 （c） will be
computed on the basis of the fair market value of the
investment immediately before the expropriation or impending
expropriation became public knowledge. Where that value
cannot be readily ascertained, the compensation will be
determined in accordance with generally recognised
principles of valuation and equitable principles taking into
account the capital invested, depreciation, capital already
repatriated, replacement value, currency exchange rate
movements and other relevant factors.

17. A reference in paragraph 15 to expropriation includes a
reference to nationalisation and any measure that has an
effect that is similar to expropriation or nationalisation.

Compensation for losses
18. Each Party will encourage the authorities of the territory
it represents to ensure that when those authorities adopt
any measures relating to losses in respect of investments in
their territory by investors of any territory owing to war
or other armed conflict, revolution, a state of national
emergency, civil disturbance or other similar events, the
treatment accorded to investors of the territory represented
by the other Party as regards restitution, indemnification,
compensation or other settlement will be no less favourable
than that accorded to investors of any other territory.

Transfers
19. Each Party will encourage the authorities of the territory
it represents to ensure that investors are able to transfer
funds relating to their investments freely and without
unreasonable delay. Each Party will also encourage the
authorities of the territory it represents not to hinder
such transfers.

20. Each Party recognises that the transfer of funds relating to
investments will be in a currency which is widely traded in
international foreign exchange markets and that, unless
otherwise arranged by the investor and the relevant
authority of the host territory, the transfer will be:
（a）at the market exchange rate applying on the date of
transfer; and
（b）in accordance with the laws of the host territory.

21. In paragraphs 19 and 20, a reference to funds includes a
reference to:
（a）the initial capital and any additional capital used to
maintain or expand the investment;
（b）an amount yielded by, or derived from, an investment （for
example, profits, dividends, interest, capital gains,
royalty payments, management or technical assistance fees,
payments in connection with intellectual property rights
and all other lawful income, whether in cash or in kind）;
（c）proceeds from the sale or partial sale or liquidation of
the investment;
（d）payments made pursuant to a loan arrangement or for
compensation for losses; and
（e）unspent earnings and other remuneration of personnel
engaged from abroad in connection with that investment.

Consultations between the Parties
22. At the request of one of the Parties, both Parties will
consult on matters or disputes concerning the interpretation
or application of this Accord.

Settlement of disputes
23. The parties to an investment-related dispute will endeavour
to resolve the dispute by prompt and friendly consultations
and negotiations.

24. If the dispute cannot be resolved through consultations and
negotiations, any party to the dispute may:
（a）in accordance with the laws of the host territory, initiate
proceedings before that host territory ’ s competent
judicial or administrative bodies; or
（b）by mutual consent of the other parties to the dispute,
refer the dispute to a competent arbitral tribunal or to
any other international tribunal.
The Parties recognise the desirability of a legal system that
provides for full access to competent judicial or
administrative tribunals and provides for the recognition and
enforcement of final judgements, rulings and arbitral awards.

Subrogation
25. If a Party or an appropriate authority of the territory
represented by the Party makes a payment to an investor from
the territory it represents under a guarantee, a contract of
insurance or other form of indemnity it has granted in
respect of an investment, the other Party will encourage the
appropriate authorities of the territory it represents to
recognise the subrogation or transfer of any right or title
in respect of such investment. The subrogated or transferred
right or claim, if recognised, will not be greater than the
original right or claim of the investor.

Effect
26. This Accord will come into effect on signature by both
Parties and will remain in effect indefinitely. It will
replace the Memorandum of Understanding on the Promotion of
Investment and Technology Transfer signed on 17 August 1993.
It may be amended or terminated at any time by arrangement
between the Parties.

Signed in duplicate at Taipei on the eleventh day of May 2011in
the Chinese and English languages, both texts being authentic.
In the event of any divergence of interpretation between the
Chinese text and the English text, the English text will
prevail.

For the Taipei Economic For the Australian
and Cultural Office in Commerce and Industry
Australia Office, Taipei
Dr Gary Song-Huann Ms Alice Cawte
Lin
Representative, TECO Representative, ACIO