Common use of Prohibition of Performance Requirements Clause in Contracts

Prohibition of Performance Requirements. 1. Neither Party shall, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party in its territory, impose or enforce any requirement, or enforce any commitment or undertaking, to: (10) (a) export a given level or percentage of goods or services; (b) achieve a given level or percentage of domestic content; (c) purchase, use or accord a preference to goods produced in its territory, or to purchase goods from persons in its territory; (d) relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; (e) restrict sales of goods or services in its territory that such investment produces or supplies by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) transfer a particular technology, a production process or other proprietary knowledge to a person in its territory; or (g) supply exclusively from the territory of the Party the goods that such investment produces or the services that such investment supplies to a specific regional market or to the world market. 2. Neither Party may condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment in its territory of an investor of a Party or of a non-Party, on compliance with any requirement to: (a) achieve a given level or percentage of domestic content; (b) purchase, use or accord a preference to goods produced in its territory, or to purchase goods from persons in its territory; (c) relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; or (d) restrict sales of goods or services in its territory that such investment produces or supplies by relating such sales in any way to the volume or value of its exports or foreign exchange earnings. (a) Nothing in paragraph 2 shall be construed to prevent a Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory of an investor of a Party or of a non-Party, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territory. (b) Paragraph 1(f) shall not apply: (i) when a Party authorises use of an intellectual property right in accordance with Article 31 (11) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under a Party's competition laws. (12) (c) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), (c), and (f), and 2(a) and (b), shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than the requirements set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Prohibition of Performance Requirements. 1. Neither Contracting Party shallmay, in connection with the establishment, acquisition, expansionoperation, management, conductmaintenance, operationuse, or enjoyment and sale or other disposition disposal of an investment investments of an investor of a Contracting Party or of a non-Contracting Party in its territoryArea, impose or enforce any requirement, or enforce any commitment or undertaking, to: (10): (a) to export a given level or percentage of goods or services; (b) to achieve a given level or percentage of domestic content; (c) to purchase, use or accord a preference to goods produced or services supplied in its territoryArea, or to purchase goods or services from natural or legal persons or any other entity in its territoryArea; (d) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investmentinvestments of the investor; (e) to restrict sales of goods or services in its territory Area that such investment produces investments of the investor produce or supplies supply by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) to restrict the exportation or sale for export; (g) to transfer a particular technology, a production process or other proprietary knowledge to a natural or legal person or any other entity in its territory; orArea; (gh) to locate the headquarters of that investor for a specific region or the world market in its Area; (i) to achieve a given level or value of research and development in its Area; (j) to supply exclusively from the territory one or more of the Party the goods that such investment the investor produces or the services that such investment supplies the investor provides to a specific regional market region or to the world market, exclusively from its Area; or (k) to adopt: (i) a given rate or amount of royalty under a licence contract; or (ii) a given duration of the term of a licence contract, in regard to any existing or future licence contract freely entered into between the investor and a natural or legal person or any other entity in its Area, provided that the requirement is imposed or the commitment or undertaking is enforced by an exercise of governmental authority of the Contracting Party. For greater certainty, a "licence contract" referred to in this subparagraph means any licence contract concerning transfer of technology, a production process, or other proprietary knowledge. 2. Neither Contracting Party may condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansionoperation, management, conductmaintenance, operationuse, or enjoyment and sale or other disposition disposal of an investment in its territory investments of an investor of a Contracting Party or of a non-PartyContracting Party in its Area, on compliance with any requirement toof the following requirements: (a) to achieve a given level or percentage of domestic content; (b) to purchase, use or accord a preference to goods produced in its territoryArea, or to purchase goods from natural or legal persons or any other entity in its territoryArea; (c) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; orinvestments of the investor; (d) to restrict sales of goods or services in its territory Area that such investment produces investments of the investor produce or supplies supply by relating such sales in any way to the volume or value of its exports or foreign exchange earnings. (a) Nothing in paragraph 2 shall be construed to prevent a Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory of an investor of a Party or of a non-Party, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territory. (b) Paragraph 1(f) shall not apply: (i) when a Party authorises use of an intellectual property right in accordance with Article 31 (11) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under a Party's competition laws. (12) (c) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), (c), and (f), and 2(a) and (b), shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than the requirements set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Prohibition of Performance Requirements. 1. Neither No Party shallshall impose or enforce, in connection with the as a condition for establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment in its territory of an investor of a Party or any other Party, any of a non-Party in its territory, impose or enforce any requirement, or enforce any commitment or undertaking, to: (10) (a) the following requirements:66 to export a given level or percentage of goods or services; (b) goods; to achieve a given level or percentage of domestic content; (c) ; to purchase, use use, or accord a preference to goods produced in its territory, or to purchase goods from persons in its territory; (d) ; to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; (e) investments of that investor; to restrict sales of goods or services in its territory that such investment produces or supplies investments produce by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) ; to transfer a particular technology, a production process process, or other proprietary knowledge to a person in its territory; or (g) to supply exclusively from the territory of the Party the goods that such investment produces or the services that such investment supplies investments produce to a specific regional market or to the world market. 2; or to adopt a given rate or amount of royalty under a licence contract, in regard to any licence contract in existence at the time the requirement is imposed or enforced, or any future licence contract freely entered into between the investor and a person in its territory, provided that the requirement is imposed or enforced in a manner that constitutes direct interference with that licence contract by an exercise of non-judicial governmental authority of a Party.67 For greater certainty, this subparagraph does not apply when the licence contract is concluded between the investor and a Party. Neither Notwithstanding this Article, subparagraphs (f) and (h) shall not apply to Cambodia, Lao PDR, and Myanmar. No Party may shall condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment in its territory of an investor of a any other Party or of a non-Party, on compliance with any requirement to: (a) of the following requirements: to achieve a given level or percentage of domestic content; (b) ; to purchase, use use, or accord a preference to goods produced in its territory, or to purchase goods from persons in its territory; (c) ; to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investmentinvestments of that investor; or (d) or to restrict sales of goods or services in its territory that such investment produces or supplies investments produce by relating such sales in any way to the volume or value of its exports or foreign exchange earnings. (a) . Nothing in paragraph 2 shall be construed to prevent a Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory of an investor of a Party or of a non-any other Party, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territory. . Subparagraphs 1(f) and (b) Paragraph 1(fh) shall not apply: (i) when : if a Party authorises use of an intellectual property right in accordance with Article 31 (11) or Article 31bis of the TRIPS Agreement, Agreement,68 or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when or if the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal tribunal, or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive anti-competitive under the Party’s competition laws and regulations. Subparagraph 1(h) shall not apply if the requirement is imposed or enforced by a tribunal or competent authority as equitable remuneration under the Party's competition laws. (12)’s copyright laws and regulations. (ca) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), through (c), and (f2(a), and 2(a) and 2 (b), ) shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programsprogrammes. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(aa) and (b) do shall not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do shall not apply to any requirement other than the requirements those set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Prohibition of Performance Requirements. 1. Neither Contracting Party shall, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party in its territory, may impose or enforce any requirementof the following requirements, or enforce any commitment or undertaking, to: (10)in connection with investment activities of an investor of a Contracting Party or of a non-Contracting Party in its Territory: (a) to export a given level or percentage of goods or services; (b) to achieve a given level or percentage of domestic content; (c) to purchase, use or accord a preference to goods produced or services provided in its territoryTerritory, or to purchase goods or services from persons a natural person or an enterprise in its territoryTerritory; (d) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investmentan investment of the investor; (e) to restrict sales of goods or services in its territory Territory that such an investment of the investor produces or supplies provides by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) to restrict the exportation or sale for export; (g) to appoint, as executives, managers or members of board of directors, individuals of any particular nationality; (h) to transfer a particular technology, a production process or other proprietary knowledge to a natural person or an enterprise in its territoryTerritory; (i) to adopt: (i) a given rate or amount of royalty under a licence contract; or (gii) supply exclusively from the territory a given duration of the Party term of a licence contract, in regard to any licence contract freely entered into between the investor and a natural person or an enterprise in its Territory, whether it has been entered into or not, provided that the requirement is imposed or the commitment or undertaking is enforced by an exercise of governmental authority of the Contracting Party; (j) to locate the headquarters of the investor for a specific region or the world market in its Territory; (k) to hire a given number or percentage of its nationals; (l) to achieve a given level or value of research and development in its Territory; or (m) to supply one or more of the goods that such investment the investor produces or the services that such investment supplies the investor provides to a specific regional market region or to the world market, exclusively from its Territory. 2. Neither Contracting Party may condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment in its territory activities of an investor of a Contracting Party or of a non-PartyContracting Party in its Territory, on compliance with any requirement toof the following requirements: (a) to achieve a given level or percentage of domestic content; (b) to purchase, use or accord a preference to goods produced in its territoryTerritory, or to purchase goods from persons a natural person or an enterprise in its territoryTerritory; (c) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; oran investment of the investor; (d) to restrict sales of goods or services in its territory Territory that such an investment of the investor produces or supplies provides by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; or (e) to restrict the exportation or sale for export. (a) Nothing in paragraph 2 shall be construed to prevent a Contracting Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory activities of an investor of a Contracting Party or of a non-Partynon- Contracting Party in its Territory, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territoryTerritory. (b) Paragraph 1(f) shall not apply: (i) when a Party authorises use of an intellectual property right in accordance with Article 31 (11) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under a Party's competition laws. (12) (c) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), (c), and (f), and 2(a) and (b), shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than the requirements set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Prohibition of Performance Requirements. 1. Neither Contracting Party shallmay, in connection with the establishment, acquisition, expansionoperation, management, conductmaintenance, operationuse, or enjoyment and sale or other disposition disposal of an investment investments of an investor of a Contracting Party or of a non-Contracting Party in its territoryArea, impose or enforce any requirement, or enforce any commitment or undertaking, to: (10): (a) to export a given level or percentage of goods or services; (b) to achieve a given level or percentage of domestic content; (c) to purchase, use or accord a preference to goods produced or services supplied in its territoryArea, or to purchase goods or services from natural or legal persons or any other entity in its territoryArea; (d) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investmentinvestments of the investor; (e) to restrict sales of goods or services in its territory Area that such investment produces investments of the investor produce or supplies supply by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) to restrict the exportation or sale for export; (g) to transfer a particular technology, a production process or other proprietary knowledge to a natural or legal person or any other entity in its territory; orArea; (gh) to locate the headquarters of that investor for a specific region or the world market in its Area; (i) to achieve a given level or value of research and development in its Area; (j) to supply exclusively from the territory one or more of the Party the goods that such investment the investor produces or the services that such investment supplies the investor provides to a specific regional market region or to the world market, exclusively from its Area; or (k) to adopt: (i) a given rate or amount of royalty under a licence contract; or (ii) a given duration of the term of a licence contract, in regard to any existing or future licence contract freely entered into between the investor and a natural or legal person or any other entity in its Area, provided that the requirement is imposed or the commitment or undertaking is enforced by an exercise of governmental authority of the Contracting Party. For greater certainty, a “licence contract” referred to in this subparagraph means any licence contract concerning transfer of technology, a production process, or other proprietary knowledge. 2. Neither Contracting Party may condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansionoperation, management, conductmaintenance, operationuse, or enjoyment and sale or other disposition disposal of an investment in its territory investments of an investor of a Contracting Party or of a non-PartyContracting Party in its Area, on compliance with any requirement toof the following requirements: (a) to achieve a given level or percentage of domestic content; (b) to purchase, use or accord a preference to goods produced in its territoryArea, or to purchase goods from natural or legal persons or any other entity in its territoryArea; (c) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; orinvestments of the investor; (d) to restrict sales of goods or services in its territory Area that such investment produces investments of the investor produce or supplies supply by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; or (e) to restrict the exportation or sale for export. (a) Nothing in paragraph 2 shall be construed to prevent a Contracting Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory the operation, management, maintenance, use, enjoyment and sale or other disposal of investments of an investor of a Contracting Party or of a non-PartyContracting Party in its Area, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territoryArea. (b) Paragraph 1(f) shall not apply: (i) when a Party authorises use of an intellectual property right in accordance with Article 31 (11) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under a Party's competition laws. (12) (c) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), (c), and (f), and 2(a) and (b), shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than the requirements set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Prohibition of Performance Requirements. 1. Neither Contracting Party shall, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party in its territory, may impose or enforce any requirementof the following requirements, or enforce any commitment or undertaking, to: (10)in connection with investment activities of an investor of a Contracting Party or of a non-Contracting Party in its Territory: (a) to export a given level or percentage of goods or services; (b) to achieve a given level or percentage of domestic content; (c) to purchase, use or accord a preference to goods produced or services provided in its territoryTerritory, or to purchase goods or services from persons a natural person or an enterprise in its territoryTerritory; (d) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investmentan investment of the investor; (e) to restrict sales of goods or services in its territory Territory that such an investment of the investor produces or supplies provides by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) to restrict the exportation or sale for export; (g) to appoint, as executives, managers or members of board of directors, individuals of any particular nationality; (h) to transfer a particular technology, a production process or other proprietary knowledge to a natural person or an enterprise in its territoryTerritory; (i) to adopt: (i) a given rate or amount of royalty under a licence contract; or (gii) supply exclusively from the territory a given duration of the Party term of a licence contract, in regard to any licence contract freely entered into between the investor and a natural person or an enterprise in its Territory, whether it has been entered into or not, provided that the requirement is imposed or the commitment or undertaking is enforced by an exercise of governmental authority of the Contracting Party; A “licence contract” referred to in this subparagraph means any licence contract concerning transfer of technology, a production process, or other proprietary knowledge. (j) to locate the headquarters of the investor for a specific region or the world market in its Territory; (k) to hire a given number or percentage of its nationals; (l) to achieve a given level or value of research and development in its Territory; or (m) to supply one or more of the goods that such investment the investor produces or the services that such investment supplies the investor provides to a specific regional market region or to the world market, exclusively from its Territory. 2. Neither Contracting Party may condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment in its territory activities of an investor of a Contracting Party or of a non-PartyContracting Party in its Territory, on compliance with any requirement toof the following requirements: (a) to achieve a given level or percentage of domestic content; (b) to purchase, use or accord a preference to goods produced in its territoryTerritory, or to purchase goods from persons a natural person or an enterprise in its territoryTerritory; (c) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; oran investment of the investor; (d) to restrict sales of goods or services in its territory Territory that such an investment of the investor produces or supplies provides by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; or (e) to restrict the exportation or sale for export. (a) Nothing in paragraph 2 shall be construed to prevent a Contracting Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory activities of an investor of a Contracting Party or of a non-Partynon- Contracting Party in its Territory, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territoryTerritory. (b) Paragraph 1(f) shall not apply: (i) when a Party authorises use of an intellectual property right in accordance with Article 31 (11) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under a Party's competition laws. (12) (c) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), (c), and (f), and 2(a) and (b), shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than the requirements set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.

Prohibition of Performance Requirements. 1. Neither Contracting Party shall, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment of an investor of a Party or of a non-Party in its territory, may impose or enforce any requirementof the following requirements, or enforce any commitment or undertaking, to: (10)in connection with investment activities of an investor of a Contracting Party or of a non-Contracting Party in its Territory: (a) to export a given level or percentage of goods or services; (b) to achieve a given level or percentage of domestic content; (c) to purchase, use or accord a preference to goods produced or services provided in its territoryTerritory, or to purchase goods or services from persons a natural person or an enterprise in its territoryTerritory; (d) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investmentan investment of the investor; (e) to restrict sales of goods or services in its territory Territory that such an investment of the investor produces or supplies provides by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; (f) to restrict the exportation or sale for export; (g) to appoint, as executives, managers or members of board of directors, individuals of any particular nationality; (h) to transfer a particular technology, a production process or other proprietary knowledge to a natural person or an enterprise in its territoryTerritory; (i) to adopt: (i) a given rate or amount of royalty under a licence contract; or (gii) supply exclusively from the territory a given duration of the Party term of a licence contract, in regard to any licence contract freely entered into between the investor and a natural person or an enterprise in its Territory, whether it has been entered into or not, provided that the requirement is imposed or the commitment or undertaking is enforced by an exercise of governmental authority of the Contracting Party; A "licence contract" referred to in this subparagraph means any licence contract concerning transfer of technology, a production process, or other proprietary knowledge. (j) to locate the headquarters of the investor for a specific region or the world market in its Territory; (k) to hire a given number or percentage of its nationals; (l) to achieve a given level or value of research and development in its Territory; or (m) to supply one or more of the goods that such investment the investor produces or the services that such investment supplies the investor provides to a specific regional market region or to the world market, exclusively from its Territory. 2. Neither Contracting Party may condition the receipt or continued receipt of an advantage, in connection with the establishment, acquisition, expansion, management, conduct, operation, or sale or other disposition of an investment in its territory activities of an investor of a Contracting Party or of a non-PartyContracting Party in its Territory, on compliance with any requirement toof the following requirements: (a) to achieve a given level or percentage of domestic content; (b) to purchase, use or accord a preference to goods produced in its territoryTerritory, or to purchase goods from persons a natural person or an enterprise in its territoryTerritory; (c) to relate in any way the volume or value of imports to the volume or value of exports or to the amount of foreign exchange inflows associated with such investment; oran investment of the investor; (d) to restrict sales of goods or services in its territory Territory that such an investment of the investor produces or supplies provides by relating such sales in any way to the volume or value of its exports or foreign exchange earnings; or (e) to restrict the exportation or sale for export. (a) Nothing in paragraph 2 shall be construed to prevent a Contracting Party from conditioning the receipt or continued receipt of an advantage, in connection with an investment in its territory activities of an investor of a Contracting Party or of a non-Partynon- Contracting Party in its Territory, on compliance with a requirement to locate production, supply a service, train or employ workers, construct or expand particular facilities, or carry out research and development, in its territoryTerritory. (b) Paragraph 1(f) shall not apply: (i) when a Party authorises use of an intellectual property right in accordance with Article 31 (11) of the TRIPS Agreement, or to measures requiring the disclosure of proprietary information that fall within the scope of, and are consistent with, Article 39 of the TRIPS Agreement; or (ii) when the requirement is imposed or the commitment or undertaking is enforced by a court, administrative tribunal or competition authority to remedy a practice determined after judicial or administrative process to be anticompetitive under a Party's competition laws. (12) (c) Provided that such measures are not applied in an arbitrary or unjustifiable manner, and provided that such measures do not constitute a disguised restriction on investment or international trade, paragraphs 1(b), (c), and (f), and 2(a) and (b), shall not be construed to prevent a Party from adopting or maintaining measures, including environmental measures: (i) necessary to secure compliance with laws and regulations that are not inconsistent with this Agreement; (ii) necessary to protect human, animal, or plant life or health; or (iii) related to the conservation of living or non-living exhaustible natural resources. (d) Paragraphs 1(a), (b), and (c), and 2(a) and (b), do not apply to qualification requirements for goods or services with respect to export promotion and foreign aid programs. (e) Paragraphs 1(b), (c), (), and (g), and 2(a) and (b), do not apply to government procurement. (f) Paragraphs 2(a) and (b) do not apply to requirements imposed by an importing Party relating to the content of goods necessary to qualify for preferential tariffs or preferential quotas. 4. For greater certainty, paragraphs 1 and 2 do not apply to any requirement other than the requirements set out in those paragraphs. 5. This Article does not preclude enforcement of any commitment, undertaking, or requirement between private parties, where a Party did not impose or require the commitment, undertaking, or requirement.