NEW WEST PARTNERSHIP TRADE AGREEMENT

SCHEDULE 7

FORM OF CONSENT TO ARBITRATION ARTICLE 37(4)

Consent to Arbitrate by a Person

1. In this consent:

"administrator" means the administrator appointed pursuant to Article 19 of the Agreement;

“Agreement” means the New West Partnership Trade Agreement including any

amendments, related documents, and any joint decisions issued by the Parties under

Article 21, as the case may be;

“complainant” means the person wishing to access the bid protest mechanism provided for

under Part IV(B) and providing this consent;

“consent” means this Consent to Arbitrate by a Person required under Article 37(4) from

any person wishing to access the bid protest mechanism provided for under Part IV(B);

“disputants” means the complainant and responding government entity or Party, and

“disputant” means either one of them, as the case may be; and

“Parties” means the Parties to the Agreement and “Party” means any one of them, as the

case may be.

2. This consent is being provided by [name], of [address for service].

3. The complainant hereby acknowledges that under Article 37(4), any person wishing to

access the bid protest mechanism provided for under Part IV(B) of the Agreement

must first acknowledge in writing its consent to the process. This consent is in

fulfillment of that requirement.

4. The complainant has a dispute with [applicable government entity] arising under the

Agreement relating to [brief description of the specific procurement at issue]. The

complainant specifically consents to submitting this dispute to an arbiter under Part

IV(B) of the Agreement, and agrees to do so wholly in accordance with this consent

and the procedures specified in the Agreement.

5. In doing so, the complainant acknowledges and agrees that those procedures provide

as follows:

(a) Proceedings under Part IV(B) of the Agreement are governed by the Agreement.

Those procedures differ in many ways from those normally used by domestic

courts.

(b) Subject to limited protections for certain types of information in Article 7(4) and

any ruling relating to confidentiality made by the arbiter, the Agreement provides

for public process. The arbiter’s final report will be made public (see Article

38(10)). In addition, any information and documentation provided to a

government entity or a Party as part of the proceeding will thereafter become

subject to the Party’s freedom of information legislation which may require that

the government entity or Party disclose such information and any records or

documents that have been created by that government entity or Party based on

such information or documentation, to third parties making appropriate requests

under such legislation;

cannot be appealed (see Articles 38(10) and 41));

(d) The disputants are solely responsible for the costs associated with a proceeding

under Part IV(B) of the Agreement. Such costs will include the fees of the arbiter,

costs incurred by the administrator and certain costs associated with legal

representation. Such costs can be significant. In particular, see Schedule 5 of

the Agreement which establishes the fees payable to the arbiter and certain other

permitted costs. Article 39(1) provides that, in principle, all such costs shall be

borne by the unsuccessful disputant. However, an arbiter retains the discretion

to apportion costs between the disputants as the arbiter considers reasonable.

This means that the arbiter may allocate all or a greater proportion of costs to one

or the other of the disputants in some circumstances. Once a cost award is

issued by an arbiter, it becomes enforceable against the named disputant as if it

were a superior court order (see Article 40(3));

(e) A complainant wishing to initiate a proceeding under Part IV(B) of the Agreement

must provide an initial financial deposit in the amount of $2,500 with the

administrator (see Article 37(4)). That initial deposit, in the form a certified

cheque or bank draft made payable to the administrator, must be attached to this

consent. An arbiter may subsequently order that a complainant provide one or

more additional financial deposits, at the arbiter’s discretion, in order to fully

cover the estimated costs of the proceeding. The proceeding is automatically

terminated if the complainant fails to provide the required financial deposits (see

Article 37(5));

(f) Once a proceeding commences it may only be terminated prior the issuance of

arbiter’s final report by mutual consent of the disputants (see Article 38(9)). Even

if a proceeding is so terminated the complainant may still be responsible for some

or all of the costs of the proceeding incurred up to that date, at the arbiter’s

discretion;

(g) In the event that a complainant is successful in a proceeding, its remedies under

Part IV(B) of the Agreement are strictly limited to a cost award, not to exceed

$50,000, and a recoupment award, not to exceed $50,000 (see Article 39(3)).

These remedies may not fully compensate the complainant for the costs it has

incurred in participating in applicable procurement process or in the proceeding;

and

(h) The Parties may, at any time, issue a joint decision declaring an agreed

interpretation of the Agreement. All such joint decisions are binding on arbiters

and all arbiters’ decisions must be consistent with all preceding joint decisions

(see Article 21(3)). Any joint decision issued by the Parties at any time prior to

the issuance of the arbiter’s final report in this proceeding could therefore affect

the outcome of the proceeding.

6. The complainant hereby consents to consideration of its dispute pursuant to the bid

protest mechanism specified in Part IV(B) of the Agreement and on the bases outlined

above.

Signed by an authorized signatory of the complainant at

, on the day of , 20

(Signature)

(Name)

(Position)