Common use of Non-Conforming Measures Clause in Contracts

Non-Conforming Measures. 1. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its Schedule in Annex I; (b) any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the continuation or prompt renewal of any non- conforming measure mentioned in subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming measure referred to in subparagraphs (a) and (b) to the extent that the amendment or modification does not decrease the conformity of the measure as it existed immediately before the amendment or modification, with paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10. 2. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10 shall not apply to any measures that a Contracting Party adopts or maintains, with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I after the date of entry into force of this Agreement, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes the importance of reviewing from time to time the reservations specified in its Schedules in Annexes I and II with a view to the reduction or elimination of those reservations. 7. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure covered by the exceptions to or derogations from obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

Non-Conforming Measures. 1. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article Articles 4 and 5 and Article 10 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its Schedule in Annex I; (b) any Any existing non-conforming measure that is maintained by a local government of a Contracting Party; (cb) the The continuation or prompt renewal of any non- non-conforming measure mentioned referred to in subparagraphs subparagraph (a) and (b); or (dc) an An amendment or modification to any non- non-conforming measure referred to in subparagraphs subparagraph (a) and (b) to the extent that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before the amendment or modificationamendment, with paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10Articles 4 or 5. 2. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article Articles 4 and 5 and Article 10 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors subsectors or activities as set out in its Schedule in to Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing at the time the measure becomes effective.I. 43. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I after the date of entry into force of this Agreement, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes the importance of reviewing from time to time the reservations specified in its Schedules in Annexes I and II with a view to the reduction or elimination of those reservations. 7. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 4 shall not apply to any measure covered by the exceptions to or derogations from obligations under Articles 3 and 4 that falls within Article 5 of the TRIPS Agreement, as specifically provided in Articles or an exception to, or derogation from, the obligations imposed by Article 3 through 5 of the TRIPS Agreement. 84. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that falls within Article 5 of the TRIPS Agreement, or an exception to, or derogation from, the obligations imposed by Article 4 of the TRIPS Agreement. 5. In respect of the protection of intellectual property rights, Articles 4 and 5 are subject to the exceptions provided under multilateral agreements concluded or administered under the auspices of the World Intellectual Property Organization to which a Contracting Party adopts is party. For the purposes of this paragraph, "protection" includes matters affecting the availability, acquisition, scope, maintenance and enforcement of intellectual property rights, as well as those matters affecting the use of intellectual property rights. 6. In respect of intellectual property rights, a Party may derogate from obligations under Articles 4 or maintains 5 in relation to its judicial and administrative procedures, including requiring an investor of the other Party to designate an address for service in its Area, or to appoint an agent in its Area, provided that such derogation is: (a) Necessary to secure compliance with respect to government procurementlaws and regulations that are not inconsistent with this Agreement; and (b) Not applied in a manner that would constitute a disguised restriction on international trade or investment.

Non-Conforming Measures. 1. Paragraph 1 of Article 2Articles 9.3, 9.5 and 9.6 and paragraph 1 of Article 3, Article 5 and Article 10 9.4 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government following on the date of a Contracting Partyentry into force of this Agreement, as set out in its Schedule Schedules in Annex I6 (Non-Conforming Measures Relating to Paragraph 1 of Articles 9.7 and 14.10): (i) the central government of a Party; or (ii) a State or Territory of Australia or a prefecture of Japan; (b) any existing non-conforming measure that is maintained by a local government other than a prefecture or a State or Territory referred to in subparagraph (a)(ii) on the date of a Contracting Partyentry into force of this Agreement; (c) the continuation or prompt renewal of any non- non-conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any non- non-conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before the amendment or modification, with Articles 9.3, 9.5 and 9.6 and paragraph 1 of Article 9.4. 2. Articles 9.3, 9.5 and 9.6 and paragraph 1 of Article 3, Article 5 and Article 10. 2. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10 9.4 shall not apply to any measures measure that a Contracting Party adopts or maintains, with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement maintains with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, require an investor 7 (Non-Conforming Measures Relating to Paragraph 2 of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing at the time the measure becomes effectiveArticles 9.7 and 14.10). 43. In cases where a Contracting Party makes an amendment or a modification to any existing non-non- conforming measure set out in its Schedule in Annex I 6 (Non-Conforming Measures Relating to Paragraph 1 of Articles 9.7 and 14.10) or where a Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex 7 (Non-Conforming Measures Relating to Paragraph 2 of Articles 9.7 and 14.10) after the date of entry into force of this Agreement, the Contracting Party shall, prior to the implementation of the amendment or modification or the new or more restrictive measure, or as soon as possible thereafter: (a) on request of the other Party, promptly provide information and respond to questions pertaining to any such proposed or actual amendment, modification or measure; (b) to the extent possible, provide a reasonable opportunity for comments by the other Party on any such proposed or actual amendment, modification or measure; and (c) to the maximum extent possible, notify the other Contracting Party of any such amendment amendment, modification or modificationmeasure that may substantially affect the other Party’s interests under this Agreement. 54. In Each Party shall endeavour, where appropriate, to reduce or eliminate the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, sub-sectors or activities as non- conforming measures set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes the importance of reviewing from time to time the reservations specified in its Schedules in Annexes I and II with a view 6 (Non-Conforming Measures Relating to the reduction or elimination of those reservations. 7. Paragraph 1 of Article 2, paragraph 1 Articles 9.7 and 14.10) and 7 (Non-Conforming Measures Relating to Paragraph 2 of Article 3 Articles 9.7 and Article 5 shall not apply to any measure covered by the exceptions to or derogations from obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement14.10) respectively. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex I; (b) any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the continuation or prompt renewal of any non- conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before at the amendment or modificationdate of the entry into force of this Agreement, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 107. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shallshall upon request by the other Contracting Party, as soon as possible thereafter, provide characteristics of the measure to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, and hold discussions in good faith with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measurewith a view to achieving mutual satisfaction. 65. Each Contracting Party recognizes the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to exploring the possibility for the reduction or elimination of those reservationsthe non-conforming measures. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 3, 6 and Article 5 7 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement. 8. The Contracting Parties confirm their understanding that, when a new sector, which does not exist at the time of the entry into force of this Agreement, emerges in a Contracting Party after the entry into force of this Agreement and that Contracting Party, therefore, wishes to amend the Annexes to this Agreement, the Contracting Parties shall, upon request by that Contracting Party, enter immediately into discussion with a view to amending the Annexes. 9. When considering an amendment to the Annexes to this Agreement, in accordance with paragraph 3 of Article 28, the Contracting Parties shall take into account the effect of the amendment with regard to investments of investors of the Contracting Parties. In the case of the absence of such effect, the Contracting Parties will enter immediately into discussions with a view to amending the Annexes. 10. The Contracting Parties confirm their understanding that any requirement for nationality or residency imposed or enforced through non-discriminatory application of their laws with regard to junior or middle-level employees shall not be regarded as a non-conforming measure to Article 2, 3 or 7. 11. The Contracting Parties confirm their understanding that this Agreement does not apply to immigration or migration matters, to measures that regulate the entry of natural persons of a Contracting Party into, or their temporary stay in, the Territory of the other Contracting Party, or to movement of natural persons.

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 3 and Article 10 6 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government or a regional or a prefectural government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex I; (b) any existing non-conforming measure that is maintained by a local government other than a regional or a prefectural government of a Contracting PartyParty referred to in subparagraph (a); (c) the continuation or prompt renewal of any non- conforming measure mentioned referred to in subparagraphs subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming measure referred to in subparagraphs subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before the amendment or modification, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 3 and Article 106. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 3 and Article 10 6 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time when the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shall, prior to the extent possibleimplementation of the amendment or modification or the new or more restrictive measure, or in exceptional circumstances, as soon as possible thereafter: (a) notify the other Contracting Party of detailed information on such amendment or modification, or such measure; and (b) hold, upon request by the other Contracting Party, consultations in good-faith with the other Contracting Party with a view to achieving mutual satisfaction. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes shall endeavour, where appropriate, to reduce or eliminate the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to the reduction or elimination of those reservationsrespectively. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 and Article 5 6 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

Non-Conforming Measures. 1. Paragraph 1 of Article 2, paragraph 1 of Article 35 (National Treatment), Article 5 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 10 shall 8 (Senior Management, Boards of Directors and Entry of Personnel) do not apply to: (a) 1. any existing non-conforming measure that is measures maintained by one side, as specified in its lists in Table 1 of Part I (Schedule of the central government Mainland) in Annex 2 or Part II (Schedule of Hong Kong) in Annex 2; and 2. any measure maintained or adopted after the date of coming into effect of this Agreement that, at the time of sale or other disposition of a Contracting Partygovernment’s equity interests in, as set out in its Schedule in Annex I; (b) any or the assets of, an existing non-conforming measure that is maintained enterprise owned or invested by a local the government or an existing governmental entity, prohibits or imposes limitations on the ownership or control of a Contracting Party; (c) equity interests or assets, or imposes nationality requirements relating to senior management or members of the board of directors; the continuation or prompt renewal of any non- conforming measure mentioned in subparagraphs (a) and (b); or (d) an amendment or modification to any non- non-conforming measure referred to in subparagraphs sub-paragraph (a) and i); or an amendment to any non-conforming measure referred to in sub-paragraph (b) i), to the extent that the amendment or modification does not decrease increase the non-conformity of the measure measure, as it existed immediately before the amendment or modificationamendment, with paragraph 1 of the obligations in Article 2, paragraph 1 of Article 35 (National Treatment), Article 5 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 108 (Senior Management, Boards of Directors and Entry of Personnel). 2. Paragraph 1 of Article 2, paragraph 1 of Article 35 (National Treatment), Article 5 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 10 shall 8 (Senior Management, Boards of Directors and Entry of Personnel) do not apply to any the measures that a Contracting Party adopts adopted or maintains, with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement maintained by one side with respect to sectors, sub-sectors or activities as set out in its Table 2 of Part I (Schedule of the Mainland) in Annex II2 or Part II (Schedule of Hong Kong) in Annex 2. 3. For greater certainty, require an investor Hong Kong will not impose any new discriminatory measures on Mainland investors in the areas of non-services investments covered by this Agreement in respect of the other Contracting Partyobligations under Article 5 (National Treatment), Article 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 8 (Senior Management, Boards of Directors and Entry of Personnel). The two sides shall, through consultation, formulate and implement measures for further liberalisation by reason Hong Kong for Mainland investors and their covered investments. The specific commitments will be listed in Part II (Schedule of its nationality, Hong Kong) of Annex 2 to sell or otherwise dispose of investments existing at the time the measure becomes effectivethis Agreement. 4. In cases where a Contracting Party makes Without prejudice to the other provisions and the annexes to this Agreement, an amendment or a modification investor of one side must fulfil the relevant requirements in relation to any existing non-conforming measure the definition of “investor” in Annex 1 to this Agreement in order to enjoy the treatment of investments as set out in its Schedule in Annex I after the date Article 5 (National Treatment), Article 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 8 (Senior Management, Boards of entry into force Directors and Entry of this Agreement, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such amendment or modificationPersonnel). 5. In the case where a Contracting Party adopts any measure after the date respect of entry into force intellectual property rights, one side may derogate from Article 5 (National Treatment), Article 6 (Most-Favoured Treatment) and Article 7 (Performance Requirements) of this Agreement, Agreement in a manner that is consistent with respect agreements regarding intellectual property rights to sectors, sub-sectors which both sides are parties or activities as set out in its Schedule in Annex II, the Contracting Party shall, applicable to the extent possible, notify the other Contracting Party of such measureboth sides. 6. Each Contracting Party recognizes Article 5 (National Treatment), Article 6 (Most-Favoured Treatment) and Article 8 (Senior Management, Boards of Directors and Entry of Personnel) do not apply to: government procurement by one side; subsidies or grants provided by one side, including government-supported loans, guarantees and insurance. However, should the importance laws of reviewing from time to time the reservations specified in its Schedules in Annexes I one side provide otherwise for sub-paragraphs (i) and II with a view to the reduction or elimination (ii) of those reservationsthis paragraph, such laws shall prevail. 7. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure covered by If the exceptions to or derogations from obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains two sides have different understandings with respect to government procurementthe scope of the tables in Annex 2 to this Agreement, the two sides shall make an interpretation through the Committee on Investment established in accordance with Article 17 (Committee on Investment).

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 3 and Article 10 6 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government or a regional or a prefectural government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex I; (b) any existing non-conforming measure that is maintained by a local government other than a regional or a prefectural government of a Contracting PartyParty referred to in subparagraph (a); (c) the continuation or prompt renewal of any non- conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before the amendment or modification, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 3 and Article 106. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 3 and Article 10 6 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time when the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shall, prior to the extent possibleimplementation of the amendment or modification or the new or more restrictive measure, or in exceptional circumstances, as soon as possible thereafter: (a) notify the other Contracting Party of detailed information on such amendment or modification, or such measure; and (b) hold, upon request by the other Contracting Party, consultations in good-faith with the other Contracting Party with a view to achieving mutual satisfaction. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes shall endeavour, where appropriate, to reduce or eliminate the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to the reduction or elimination of those reservationsrespectively. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 and Article 5 6 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

Non-Conforming Measures. 1. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its Schedule in Annex I; (b) any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the continuation or prompt renewal of any non- conforming nonconforming measure mentioned in subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming nonconforming measure referred to in subparagraphs (a) and (b) to the extent that the amendment or modification Modification does not decrease the conformity of the measure as it existed immediately before the amendment or modification, with paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10. 2. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10 shall not apply to any measures that a Contracting Party adopts or maintains, with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, require an investor of the other Contracting Party, by reason of Of its nationality, to sell or otherwise dispose of investments existing at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I after the date of entry into force of this Agreement, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes the importance of reviewing from time to time the reservations specified in its Schedules in Annexes I and II with a view to the reduction or elimination of those reservations. 7. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure covered by the exceptions to or derogations from obligations under Articles 3 and 4 of the TRIPS TRIPs Agreement, as specifically provided in Articles 3 through 5 of the TRIPS TRIPs Agreement. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex I; (b) any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the continuation or prompt renewal of any non- non-conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any non- non-conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before at the amendment or modificationdate of the entry into force of this Agreement, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 107. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shallshall upon request by the other Contracting Party, as soon as possible thereafter, provide characteristics of the measure to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, and hold discussions in good faith with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measurewith a view to achieving mutual satisfaction. 65. Each Contracting Party recognizes the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to exploring the possibility for the reduction or elimination of those reservationsthe non-conforming measures. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 3, 6 and Article 5 7 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement. 8. The Contracting Parties confirm their understanding that, when a new sector, which does not exist at the time of the entry into force of this Agreement, emerges in a Contracting Party after the entry into force of this Agreement and that Contracting Party, therefore, wishes to amend the Annexes to this Agreement, the Contracting Parties shall, upon request by that Contracting Party, enter immediately into discussion with a view to amending the Annexes. 9. When considering an amendment to the Annexes to this Agreement, in accordance with paragraph 3 of Article 28, the Contracting Parties shall take into account the effect of the amendment with regard to investments of investors of the Contracting Parties. In the case of the absence of such effect, the Contracting Parties will enter immediately into discussions with a view to amending the Annexes. 10. The Contracting Parties confirm their understanding that any requirement for nationality or residency imposed or enforced through non-discriminatory application of their laws with regard to junior or middle-level employees shall not be regarded as a non-conforming measure to Article 2, 3 or 7. 11. The Contracting Parties confirm their understanding that this Agreement does not apply to immigration or migration matters, to measures that regulate the entry of natural persons of a Contracting Party into, or their temporary stay in, the Territory of the other Contracting Party, or to movement of natural persons.

Non-Conforming Measures. 1. Paragraph 1 of Article 2, paragraph 1 of Article 35 (National Treatment), Article 5 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 10 shall 8 (Senior Management, Boards of Directors and Entry of Personnel) do not apply to: (a) 1. any existing non-conforming measure that is measures maintained by one side, as specified in its lists in Table 1 of Part I (Schedule of the central government Mainland) in Annex 2 or Part II (Schedule of Macao) in Annex 2; and 2. any measure maintained or adopted after the date of coming into effect of this Agreement that, at the time of sale or other disposition of a Contracting Partygovernment’s equity interests in, as set out in its Schedule in Annex I; (b) any or the assets of, an existing non-conforming measure that is maintained enterprise owned or invested by a local the government or an existing governmental entity, prohibits or imposes limitations on the ownership or control of a Contracting Party; (c) equity interests or assets, or imposes nationality requirements relating to senior management or members of the board of directors; the continuation or prompt renewal of any non- conforming measure mentioned in subparagraphs (a) and (b); or (d) an amendment or modification to any non- non-conforming measure referred to in subparagraphs sub-paragraph (a) and i); or an amendment to any non-conforming measure referred to in sub-paragraph (b) i), to the extent that the amendment or modification does not decrease increase the non-conformity of the measure measure, as it existed immediately before the amendment or modificationamendment, with paragraph 1 of the obligations in Article 2, paragraph 1 of Article 35 (National Treatment), Article 5 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 108 (Senior Management, Boards of Directors and Entry of Personnel). 2. Paragraph 1 of Article 2, paragraph 1 of Article 35 (National Treatment), Article 5 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 10 shall 8 (Senior Management, Boards of Directors and Entry of Personnel) do not apply to any the measures that a Contracting Party adopts adopted or maintains, with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement maintained by one side with respect to sectors, sub-sectors or activities as set out in its Table 2 of Part I (Schedule of the Mainland) in Annex II2 or Part II (Schedule of Macao) in Annex 2. 3. For greater certainty, require an investor Macao will not impose any new discriminatory measures on Mainland investors in the areas of non-services investments covered by this Agreement in respect of the other Contracting Partyobligations under Article 5 (National Treatment), Article 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 8 (Senior Management, Boards of Directors and Entry of Personnel). The two sides shall, through consultation, formulate and implement measures for further liberalisation by reason Macao for Mainland investors and their covered investments. The specific commitments will be listed in Part II (Schedule of its nationality, Macao) of Annex 2 to sell or otherwise dispose of investments existing at the time the measure becomes effectivethis Agreement. 4. In cases where a Contracting Party makes Without prejudice to the other provisions and the annexes to this Agreement, an amendment or a modification investor of one side must fulfil the relevant requirements in relation to any existing non-conforming measure the definition of “investor” in Annex 1 to this Agreement in order to enjoy the treatment of investments as set out in its Schedule in Annex I after the date Article 5 (National Treatment), Article 6 (Most-Favoured Treatment), Article 7 (Performance Requirements) and Article 8 (Senior Management, Boards of entry into force Directors and Entry of this Agreement, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such amendment or modificationPersonnel). 5. In the case where a Contracting Party adopts any measure after the date respect of entry into force intellectual property rights, one side may derogate from Article 5 (National Treatment), Article 6 (Most-Favoured Treatment) and Article 7 (Performance Requirements) of this Agreement, Agreement in a manner that is consistent with respect agreements regarding intellectual property rights to sectors, sub-sectors which both sides are parties or activities as set out in its Schedule in Annex II, the Contracting Party shall, applicable to the extent possible, notify the other Contracting Party of such measureboth sides. 6. Each Contracting Party recognizes Article 5 (National Treatment), Article 6 (Most-Favoured Treatment) and Article 8 (Senior Management, Boards of Directors and Entry of Personnel) do not apply to: government procurement by one side; subsidies or grants provided by one side, including government-supported loans, guarantees and insurance. However, should the importance laws of reviewing from time to time the reservations specified in its Schedules in Annexes I one side provide otherwise for sub-paragraphs (i) and II with a view to the reduction or elimination (ii) of those reservationsthis paragraph, such laws shall prevail. 7. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure covered by If the exceptions to or derogations from obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains two sides have different understandings with respect to government procurementthe scope of the tables in Annex 2 to this Agreement, the two sides shall make an interpretation through the Committee on Investment established in accordance with Article 17 (Committee on Investment).

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to: (a) any Any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex IXxxxx X; (b) any Any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the The continuation or prompt renewal of any non- conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an An amendment or modification to any non- conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before at the amendment or modificationdate of the entry into force of this Agreement, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 107. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shallshall upon request by the other Contracting Party, as soon as possible thereafter, provide characteristics of the measure to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, and hold discussions in good faith with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measurewith a view to achieving mutual satisfaction. 65. Each Contracting Party recognizes the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to exploring the possibility for the reduction or elimination of those reservationsthe non-conforming measures. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 3, 6 and Article 5 7 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement. 8. The Contracting Parties confirm their understanding that, when a new sector, which does not exist at the time of the entry into force of this Agreement, emerges in a Contracting Party after the entry into force of this Agreement and that Contracting Party, therefore, wishes to amend the Annexes to this Agreement, the Contracting Parties shall, upon request by that Contracting Party, enter immediately into discussion with a view to amending the Annexes. 9. When considering an amendment to the Annexes to this Agreement, in accordance with paragraph 3 of Article 28, the Contracting Parties shall take into account the effect of the amendment with regard to investments of investors of the Contracting Parties. In the case of the absence of such effect, the Contracting Parties will enter immediately into discussions with a view to amending the Annexes. 10. The Contracting Parties confirm their understanding that any requirement for nationality or residency imposed or enforced through non-discriminatory application of their laws with regard to junior or middle-level employees shall not be regarded as a non-conforming measure to Article 2, 3 or 7. 11. The Contracting Parties confirm their understanding that this Agreement does not apply to immigration or migration matters, to measures that regulate the entry of natural persons of a Contracting Party into, or their temporary stay in, the Territory of the other Contracting Party, or to movement of natural persons.

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to: (a) any Any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex I; (b) any Any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the The continuation or prompt renewal of any non- conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an An amendment or modification to any non- conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before at the amendment or modificationdate of the entry into force of this Agreement, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 107. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shallshall upon request by the other Contracting Party, as soon as possible thereafter, provide characteristics of the measure to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, and hold discussions in good faith with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measurewith a view to achieving mutual satisfaction. 65. Each Contracting Party recognizes the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to exploring the possibility for the reduction or elimination of those reservationsthe non-conforming measures. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 3, 6 and Article 5 7 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement. 8. The Contracting Parties confirm their understanding that, when a new sector, which does not exist at the time of the entry into force of this Agreement, emerges in a Contracting Party after the entry into force of this Agreement and that Contracting Party, therefore, wishes to amend the Annexes to this Agreement, the Contracting Parties shall, upon request by that Contracting Party, enter immediately into discussion with a view to amending the Annexes. 9. When considering an amendment to the Annexes to this Agreement, in accordance with paragraph 3 of Article 28, the Contracting Parties shall take into account the effect of the amendment with regard to investments of investors of the Contracting Parties. In the case of the absence of such effect, the Contracting Parties will enter immediately into discussions with a view to amending the Annexes. 10. The Contracting Parties confirm their understanding that any requirement for nationality or residency imposed or enforced through non-discriminatory application of their laws with regard to junior or middle-level employees shall not be regarded as a non-conforming measure to Article 2, 3 or 7. 11. The Contracting Parties confirm their understanding that this Agreement does not apply to immigration or migration matters, to measures that regulate the entry of natural persons of a Contracting Party into, or their temporary stay in, the Territory of the other Contracting Party, or to movement of natural persons.

Non-Conforming Measures. 1. Paragraph 1 of Article 2Articles 9.3, 9.5 and 9.6 and paragraph 1 of Article 3, Article 5 and Article 10 9.4 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government following on the date of a Contracting Partyentry into force of this Agreement, as set out in its Schedule Schedules in Annex I6 (Non-Conforming Measures Relating to Paragraph 1 of Articles 9.7 and 14.10): (i) the central government of a Party; or (ii) a State or Territory of Australia or a prefecture of Japan; (b) any existing non-conforming measure that is maintained by a local government other than a prefecture or a State or Territory referred to in subparagraph (a)(ii) on the date of a Contracting Partyentry into force of this Agreement; (c) the continuation or prompt renewal of any non- conforming non‑conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming non‑conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before the amendment or modification, with Articles 9.3, 9.5 and 9.6 and paragraph 1 of Article 9.4. 2. Articles 9.3, 9.5 and 9.6 and paragraph 1 of Article 3, Article 5 and Article 10. 2. Paragraph 1 of Article 2, paragraph 1 of Article 3, Article 5 and Article 10 9.4 shall not apply to any measures measure that a Contracting Party adopts or maintains, with respect to sectors, sub sectors or activities, as set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement maintains with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, require an investor 7 (Non‑Conforming Measures Relating to Paragraph 2 of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing at the time the measure becomes effectiveArticles 9.7 and 14.10). 43. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I 6 (Non-Conforming Measures Relating to Paragraph 1 of Articles 9.7 and 14.10) or where a Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex 7 (Non-Conforming Measures Relating to Paragraph 2 of Articles 9.7 and 14.10) after the date of entry into force of this Agreement, the Contracting Party shall, prior to the implementation of the amendment or modification or the new or more restrictive measure, or as soon as possible thereafter: (a) on request of the other Party, promptly provide information and respond to questions pertaining to any such proposed or actual amendment, modification or measure; (b) to the extent possible, provide a reasonable opportunity for comments by the other Party on any such proposed or actual amendment, modification or measure; and (c) to the maximum extent possible, notify the other Contracting Party of any such amendment amendment, modification or modificationmeasure that may substantially affect the other Party’s interests under this Agreement. 54. In Each Party shall endeavour, where appropriate, to reduce or eliminate the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, with respect to sectors, subnon-sectors or activities as conforming measures set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measure. 6. Each Contracting Party recognizes the importance of reviewing from time to time the reservations specified in its Schedules in Annexes I and II with a view 6 (Non-Conforming Measures Relating to the reduction or elimination of those reservations. 7. Paragraph 1 of Article 2, paragraph 1 Articles 9.7 and 14.10) and 7 (Non-Conforming Measures Relating to Paragraph 2 of Article 3 Articles 9.7 and Article 5 shall not apply to any measure covered by the exceptions to or derogations from obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement14.10) respectively. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement.

Non-Conforming Measures. (5) 1. Paragraph 1 Articles 2 (National Treatment), 3 (most-favoured-nation treatment), 5 (high executive boards, board of Article 2, paragraph 1 of Article 3, Article 5 directors and Article 10 temporary entry) and 6 (performance requirements) shall not apply to: (a) any Any Non-Conforming Measure existing non-conforming measure that is or maintained by the central government a Party in: (i) The national level of a Contracting Party, Government as set out by that party in its Schedule schedule in Annex I, or (ii) A local level of the Government (6); (b) any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the The continuation or prompt renewal of any non- conforming measure mentioned Non-Conforming Measure referred to in subparagraphs subparagraph (a) and (b); or (dc) an amendment or Any modification to of any non- conforming measure Non-Conforming Measure referred to in subparagraphs the Non-Conforming Measure subparagraph (a) and (b) to the extent provided that the amendment or such modification does not decrease the conformity level of the measure measure, as it existed was in force immediately before the amendment or modificationwith articles 2 (National treatment ); 3 (most-favoured-nation treatment), with paragraph 1 5 (senior management and boards of Article 2, paragraph 1 of Article 3, Article 5 directors and Article 10entry and temporary) and 6 (performance requirements). 2. Paragraph 1 of Article 2Articles 2 (National Treatment), paragraph 1 of Article 33 (most-favoured nation), Article 5 (senior management and Article 10 boards and temporary entry) and 6 ( performance requirements) shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains a Party with respect to sectors, sub sectors the guiding subsectors or activities, activities as set out in its Schedule in schedule to Annex II. 3. With regard to intellectual property rights, a Party may derogate from articles 2 (National Treatment) and 3 (Most Favoured Nation Treatment) in a manner that is consistent with the WTO Agreement. 4. Neither Contracting Party shall, party may require under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require to an investor of the other Contracting Partyparty, by reason of its their nationality, to sell or otherwise dispose of investments an existing at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I after the date of entry investment when it enter into force of this Agreement, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such amendment or modification.force 5. In The provisions of articles 2 (National Treatment), 3 (Most Favored Nation Treatment) and 5 (senior management, boards of directors and temporary entry) shall not apply to subsidies or grants provided by a party, including loans, guarantees and insurance, supported by the case where a Contracting Party adopts any measure after the date of entry into force of this Agreementgovernment, with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measuregovernemnt procurement. 6. Each Contracting Party recognizes the importance of reviewing from time Nothing in this Agreement shall be construed to time the reservations specified prevent a party including its public entities, provides or lead exclusively in its Schedules territory activities or services forming part of a retirement plan or delivery of public social security system established by law. Annex B lays down the understanding of the Parties on certain activities or services referred to in Annexes I and II with a view to the reduction or elimination of those reservationsthis paragraph. 7. Paragraph 1 Dissenting listed measures relating to financial subjects are related only to investment in financial services. For greater certainty, this Agreement shall in no way restrict the ability of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply each party to any measure covered by the exceptions to adopt or derogations from obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 8. Paragraph 1 of Article 2, paragraph 1 of Article 3 and Article 5 shall not apply to any measure that a Contracting Party adopts or maintains maintain measures with respect to government procurement.the supply of financial services under the modes of supply detailed in subparagraphs 2 (a), (b) and (d) of article 1 of the GATS,

Non-Conforming Measures. 1. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to: (a) any existing non-conforming measure that is maintained by the central government of a Contracting Party, as set out in its the Schedule of each Contracting Party in Annex IXxxxx X; (b) any existing non-conforming measure that is maintained by a local government of a Contracting Party; (c) the continuation or prompt renewal of any non- conforming measure mentioned referred to in subparagraphs (a) and (b); or (d) an amendment or modification to any non- conforming measure referred to in subparagraphs (a) and (b) to the extent ), provided that the amendment or modification does not decrease the conformity of the measure measure, as it existed immediately before at the amendment or modificationdate of the entry into force of this Agreement, with paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 107. 2. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3, Article 5 6 and Article 10 7 shall not apply to any measures measure that a Contracting Party adopts or maintains, maintains with respect to sectors, sub sub-sectors or activities, as activities set out in its Schedule in Annex II. 3. Neither Contracting Party shall, under any measure adopted after the date of entry into force of this Agreement with respect to sectors, sub-sectors or activities as set out in and covered by its Schedule in Annex II, require an investor of the other Contracting Party, by reason of its nationality, to sell or otherwise dispose of investments existing an investment that exists at the time the measure becomes effective. 4. In cases where a Contracting Party makes an amendment or a modification to any existing non-conforming measure set out in its Schedule in Annex I or where a Contracting Party adopts any new or more restrictive measure with respect to sectors, sub-sectors or activities set out in its Schedule in Annex II after the date of entry into force of this Agreement, the Contracting Party shallshall upon request by the other Contracting Party, as soon as possible thereafter, provide characteristics of the measure to the extent possible, notify the other Contracting Party of such amendment or modification. 5. In the case where a Contracting Party adopts any measure after the date of entry into force of this Agreement, and hold discussions in good faith with respect to sectors, sub-sectors or activities as set out in its Schedule in Annex II, the Contracting Party shall, to the extent possible, notify the other Contracting Party of such measurewith a view to achieving mutual satisfaction. 65. Each Contracting Party recognizes the importance of reviewing from time to time the reservations non-conforming measures specified in its Schedules in Annexes I and II with a view to exploring the possibility for the reduction or elimination of those reservationsthe non-conforming measures. 76. Paragraph 1 of Article 2, paragraph 1 of Article Articles 2 and 3 and Article 5 shall not apply to any measure covered by the exceptions to to, or derogations from from, obligations under Articles 3 and 4 of the TRIPS Agreement, as specifically provided in Articles 3 through 5 of the TRIPS Agreement. 87. Paragraph 1 of Article Articles 2, paragraph 1 of Article 3 3, 6 and Article 5 7 shall not apply to any measure that a Contracting Party adopts or maintains with respect to government procurement. 8. The Contracting Parties confirm their understanding that, when a new sector, which does not exist at the time of the entry into force of this Agreement, emerges in a Contracting Party after the entry into force of this Agreement and that Contracting Party, therefore, wishes to amend the Annexes to this Agreement, the Contracting Parties shall, upon request by that Contracting Party, enter immediately into discussion with a view to amending the Annexes. 9. When considering an amendment to the Annexes to this Agreement, in accordance with paragraph 3 of Article 28, the Contracting Parties shall take into account the effect of the amendment with regard to investments of investors of the Contracting Parties. In the case of the absence of such effect, the Contracting Parties will enter immediately into discussions with a view to amending the Annexes. 10. The Contracting Parties confirm their understanding that any requirement for nationality or residency imposed or enforced through non-discriminatory application of their laws with regard to junior or middle-level employees shall not be regarded as a non-conforming measure to Article 2, 3 or 7. 11. The Contracting Parties confirm their understanding that this Agreement does not apply to immigration or migration matters, to measures that regulate the entry of natural persons of a Contracting Party into, or their temporary stay in, the Territory of the other Contracting Party, or to movement of natural persons.