[Title] MARRAKESH AGREEMENT ESTABLISING THE WORLD TRADE ORGANIZATION

The Parties to this Agreement,

Recognizing that their relations in the field of trade and economic endeavour should be conducted with a view to raising standards of living, ensuring full employment and a large and steadily growing volume of real income and effective demand, and expanding the production of and trade in goods and services, while allowing for the optimal use of the world's resources in accordance with the objective of sustainable development, seeking both to protect and preserve the environment and to enhance the means for doing so in a manner consistent with their respective needs and concerns at different levels of economic development,

Recognizing further that there is need for positive efforts designed to ensure that developing countries, and especially the least developed among them, secure a share in the growth in international trade commensurate with the needs of their economic development,

Being desirous of contributing to these objectives by entering into reciprocal and mutually advantageous arrangements directed to the substantial reduction of tariffs and other barriers to trade and to the elimination of discriminatory treatment in international trade relations.

Resolved, therefore, to develop an integrated, more viable and durable multilateral trading systetn eocompassing the General Agreement on Tariffs and Trade, the results of past tade libelization efforts, and all of the results of the Uruguay Round of Multilateral Trade Negotiations.

Determined to preserve the basic principles and to further the objectives underlying this multitateral trading system,

Agree as follows:

Article I

Establishment of the Organization

The World Trade Organization (hereinafter referred to as "the WTO") is hereby established.

Article ll

Scope of the WTO

1. The WTO shall provide the common institutional framework for the conduct of trade relations among its Members in matters related to the agreements and associated legal instruments included in the Annexes to this Agreement.

2. The agreements and associated legal instruments included in Annexes I. 2 and 3 (hereinafter referred to as "Multilateral Trade Agreements") are integral parts of this Agreement, binding on all Members .

3. The agreements and associated legal instruments included in Annex 4 hereinafter referred to as "Plurilateral Trade Agreements") are also part of this Agreement for those Members that have accepted them, and are binding on those Members. The Plurilateral Trade Agreements do not crcate either obligations or rights for Members that have not accepted them.

4. The General Agreement on Tariffs and Trade 1994 as specified in Annex IA

(hereinafter referred to as "GATT 1994") is legally distinct from the General Agreement on Tariffs and Trade, dated 30 October 1947. annexed to the Final Act Adopted at the Conclusion of the Second Session of the Preparatory Committee of the United Nations Conference on Trade and Employment, as subsequently rectified, amended or modified

(hereinafter referred to as "GATT 1947").

Article Ill

Functions of the WTO

l. The WTO shall facilitate the implimentation, administration and operation, and further the objectives, of this Agreement and of the Multilateral Trade Agreements, and shall

also provide the framework for the implementation, administration and operation of the Plurilateral Trade Agreemeuts.

2. The WTO shall provide the forum for negotiations among its Members concerning their multilateral trade relations in matters dealt with under the agreements in the Annexes to this Agreement. The WTO may also provide a forum for further negotiations among its Members concerning their multilateral trade relations, and a framework for the implementation of the results of such negotiations, as may be decided by the Ministerial Conference.

3. The WTO shall administer the Understanding on Rules and Procodures Governing the Satement of Disputes (hereinafter referred to as the "Dispute Settlement Understanding" or "DSU") in Annex 2 to this Agreement.

4. The WTO shall administer the Trade Poiicy Review Mechanism (hereinafter referred to as the "TPRM") provided for in Annex 3 to this Agreement.

5. With a view to achieving greater coherence in global economic policy-making, the WTO shall cooperate, as appropriate, with the Internationa] Monetary Fund and with the

International Bank for Reconstruction and Development and its affiliated agencies.

Article IV

Structure of the WTO

l. There shalI be a Ministerial Conference composed of representatives of all the Members, which shall meet at least once every two years. The Ministerial Conference

shall carry out the functions of the WTO and take actions necessary to this effect. The Ministerial Conference shall have the authority to take decisions on al1 matters under any of the Multilateral Trade Agreements. if so requested by a Member, in accordance with the specific requirements for decision-making in this Agreement and in the

relevant Mulltilateral Trade Agreement.

2. There shall be a General Council composod of representatives of all the Members, which shall meet as appropriate. In the intervals between meetings of the Ministerial Conference, its functions shall be conducted by the Cencral Council. The Generall Council shall also carry out the functions assigned to it by this Agreement. The General Council shall establish its rules of procedure and approve the rules of procedure for the

Committees provided for in paragraph 7.

3. The General Council shall convene as appropriate to discharge the responsibitlities of the Dispute Setlement Body provided for in the Dispute Settlement Understanding. The Dispute Setttement Body may have its own chairman and shall establish such rules of procodure as it seems necessary for the fulfilment of those responsibilities.

4. The General Council shall convene as appropriate to discharge the responsibilities of the Trade Policy Review Body provided for in the TPRM. The Trade Policy Review Body may have its own chairman and shall establish such rules of procodure as it seems necassary for the fulfilment of those responsibilities.

5. There shall be a Council for Trade in Goods, a Councii for Trade in Services and a Council for Trade-Related Aspects of Intellectual Property Rights hereinafter referred to as the "Council for TRIPS"), which shall operate under the general guidance of the

General Council. The Council for Trade in Goods shall oversee the functioning of the Multilateral Trade Agreements in Annex IA. The Council for Trade in Services shall oversee the functioning of the Genera] Agreement on Trade in Services hereinafter referred to as "GATS"). The Council for TRIPS shal1 oversee the functioning of the Agreement on Trade-Related Aspects of Intellectual Property Rights hereinafter referred to as the "Agreement on TRIPS"). These Councils shall carry out the functions assigned to them by their respective agreements and by the General Council. They shall establish their respective rules of procedure subject to the approval of the General Council Membership in these Councils shall be open to representatives of all Members. These Councils shall meet as necessary to earry out their functions.

6. The Council for Trade in Goods, the Council for Trade in Services and the Council for TRIPS shall establish subsidiary bodies as required. These subsidiary bodies shall establish their respective rules of procedure subject to the approval of their respective Councils.

7. The Ministerial Conference shall establish a Committee on Trade and Development, a Committee on Balance-Payments Restrictions and a Committee on Budget, Finance and Administration, which shall carry out the functions assigned to them by this Agreement and by the Multilateral Trade Agreements, and any additional functions assigned to them by the General Council, and may establish such additional Committee with such functions as it may seem appropriate. As part of its functions, the Committee on Trade and Development shal periodically review the special provisions in the Multilateral Trade Agreements in favour of the least-developed country Members and report to the General Council for appropriate action. Membership in these Committees shall be open to

representatives of all Members.

8 . Tue bodies provided for under the Plurilateral Trade Agreemcnts shall carry out the functions assigned to them under those Agreements and shall operate within the institutional framework of the WTO. These bodies shall keep the General Council

informed of their activities on a regular basis.

Article V

Relations with Other Organizations

1. The General Council shall make appropriate arrangements for effective cooperation with other intergovernmental organizations that have responsibilities related to those of the WTO.

2. The General Council may make appropriate arrangements for consultation and

cooperation with non-governmental organizations concerned with matters related to those of the WTO.

Article VI

The Secretariat

l . There shall be a Secretariat of the WTO hereinafter referred to as "the Secretariat") headed by a Directer-General.

2. The Ministerial Conference shall appoint the Director-eneral and adopt regulations setting out the powers, duties, conditions of service and term of office of the Director-General.

3. The Director-Genera] shall appoint the members of the staff of the Secretariat and determine their duties and conditions of service in accordance with regulations adopted by the Ministerial Conference.

4. The responsibilities of the Director-General and of the staff of the Secretariat shall be exclusively international in character. In the discharge of their duties, the Director-

General and the staff of the Secretariat shall not seek or accept instructions from any government or any other authority external to the WTO. They shall refrain from any action which might adversely reflect on their position as international officials. The Members of the WTO shall respect the international character of the responsibilities of the Director-General and of the staff of the Sectuariat and shall not seek to influence them in the discharge of their duttes.

Article VI

Budget and Contributions

1. The Director-General shall present yo the Committee on Budget, Finance and Administration the annual budget estimate and financial statement of the WTO. TheCommittee on Budget, Finance andAdministration shall review the annual budget estimate and the financial statement presented by the Directo-General and make recommendations thereon to the General Council.The annual budget estimate shall be subject to approval by the General Council.

2. The committee on Budget, Finance and Administration shall propose to the General Council financial regulations which shall include provisions setting out:

(a) the scale of contributions apportioning the expenses of the WTO among its Members;

and

(b) the measures to be taken in respect of Members in arrears.

The financial regulations shall be based, as far as practicable, on the regulations and practices of GATT 1947.

3. the General Council shall adopt the financial regulations and the annual budget estimate by a two-thirds majority comprising more than half of the Members of the WTO.

4. Each Member shall promptly contribute to the WTO its share in the expenses of the WTO in accordance with the financial regulations adopted by the General Council.

Article VIII

Status of the WTO

1. The WTO shall have legal personality, and shall be accorded by each of its Members such legal capacity as may be necessary for the excercise of its functions.

2. The WTO shall be accorded by each of its Members such privilages and immunities as are necessary for the excercise of its functions.

3. The Officials of the WTO and the representatives of the Members shall similarly be accorded by each of its Members such privilages and immunities as are necessary for the independent excercise of their functions in connnection with the WTO.

4. The privilages and immunities to be accorded by a Member to the WTO, its officials, and the representatives of its Members shall be similar to the privilages and immunities stipulated in the Convention on thee Privilages and Immunities of the Specialized Agencies, approved by the General Assembly of the United Nations on 21 November 1947.

5. The WTO may conclude a headquarters agreement.

Article IX

Decision-Making

1. The WTO shall continue the practice of decision-making by consensus followod under GATT 1947. *1*Except as otherwise provided, where a decision cannot be arrived at by consensus. the matter at issue shall be decided by voting. At meetings of the Ministerial Conference and the General Council, each Member of the WTO shalt have one vote. Where the European Communities exercise their right to vote, they shall have a number of votes equal to the number of their member States*2* which are Members of the WTO. Decisions of the Ministerial Conference and the Generai Council shall be taken by a majority of the votes cast, unless otherwise provided in this Agreement or in the relevant Multilateral Trade Agreement.*3*

*1*The body concerned shall be deemed to have decided by consideration, if no Member, present at the meeting when the decision is taken, formally objects to the proposed decision.

*2*The numbers of votes of the European Communities and their member States shall in

no case exceed the number of the member States of the European Communities.

*3*Decision by the General Council when convened as the Dispute Settlement Body shall be ,taken only in accordance with the provisions of paragraph 4 of Article 2 of the

Dispute Settlement Understanding.

2. The Minisrerial Conference and the General Council shall have the exclusive authoriy to adopt interpretations of this Agreement and of the Multilateral Trade Agreements. In the case of an interpretation of a Multilateral Trade Agreement in Annex 1 . they shall exercise their authority on the basis of a recommendation by the Council overseeing the functioning of that Agreement. The decision to adopt an interpretation shall be taken by a three-fourths majoriry of the Members. This paragraph shall not be used in a manner that would undermine the amendment provisions in Article X.

3. In exceptional circumstances, the Ministerial Conference may decide to waive an obligation imposed on a Member by this Agreement or any of the Multilaterail Trade

Agreements, provided that any such decision shall be taken by three fourths*4* of the Members unless otherwise provided for in this paragraph.

(a) A request for a waiver concerning this Agreement shall be submitted to the

Ministerial Conference for consideration pursuant to the practice of decision-making by consensus. The Ministerial Conference shall establish a time-period, which shall not exceed 90 days, to consider the request. If consensus is not reached during the time-period, any decision to grant a waiver shall be taken by three fourth*4* of the Members.

(b) A request for a waiver concerniflg the Multilateral Trade Agreements in Annexes IA

or IB or IC and their annexes shall be submitted initially to the Council for Trade in Goods, the Council for Trade in Services or the Council for TRIPS, respectively, for consideration during a time-period which shall not exceed 90 days. At the end of the time-period, the relevant Council shall submit a report to the Ministerial Conference.

*4 * A decision to grant a waiver in respect of any obligation subject to a transition period or a staged implementation that the requesting Member has not performed by the end of the relevant period shall be taken only by consensus.

4. A decision by the Ministerial Conferenee granting a waiver shall state the exceptional circumstances justifying the decision , the terms and conditions governing the

application af the waiver, and the date on which the waiver shall terminate. Any waiver granted for a period of more than one year shall be reviewed by the Ministerial Conference not later than one year after it is granted, and thereafter annually until the waiver terminates. In each review, the Ministerial Conference shall examine whether the exceptional circumstances justifying the waiver still exist and whether the terms and conditions attached to the waiver have been met- The Ministeria] Conference, on the basis of the annual review, may extend, modify or terminate the waiver.

5. Decisions under a Plurilateral Trade Agreement, including any decisions on interpretations and waivers, shall he governed by the provisions of that Agreement.

Article X

Amendments

l. Any Member of the WTO may initiate a proposal to amend the provisions of this Agreement or the Multilateral Trade Agreements in Annex I by submitting such proposal

to the Ministerial Conference. The Councils listed in paragraph 5 of Article IV may also submit to the Ministerial Conference proposals to arnend the provisions of the corresponding Multilateral Trade Agreements in Annex I the functioning of which they oversee. Unless the Ministerial Conference decides on a longer period, for a period of 90 days after the proposal has been tabled formally at the Ministerial Conference any decisicn by the Ministerial Conference to submit the proposed amendment to the Members for acceptance shall be taken by consensus. Unless the provisions of paragraphs 2, 5 or 6 apply, that decision shall specify whether the provisions of paragraphs 3 or 4 shall apply. If consensus is reached, the Ministerial Conference shall forthwith submit the proposed amendment to the Members for acceptance. If consensus is not reached at a meeting of the Ministeria] Conference within the established period, the Ministetial Conference shall decide by a two-thirds majority of the Members whether to submit the proposed amendment to the Members for acceptance. Encept as provided in paragraphs 2. 5 and 6, the provisions of paragraph 3 shall apply to the proposed amendment, unless the Ministerial Conference decides by a three-fourths majority of thc Members that the provisions of paragraph 4 shall apply.

2. Amendments to the provisions of this Article and to the provisions of the following Articles shall take effect only upon acceptance by all Members:

Article IX of this Agreemnet;

Article I and II of GATT 1994;

Article II:1 of GATS;

Article 4 of the Agreement on TRIPS.

3. Amendments to provisions of this Agreement, or of the Multilateral Trade Agreemnets in Annexes 1A and 1C,other than those listed in paragraphs 2 and 6, of a nature that would after the rights and obligations of the Members, shall tak eth effect for the Members that have accepted them upon acceptance by two thirds of the Members and thereafter for each other Member upon acceptance by it. The Ministerial Conference may decide by a theree-fourths majority of the Members that any amendment made effective under this paragraph is of such a nature that any Member which has not accepted it within a period specified by the Ministerial Conference in each case shall be free to withdraw from the WTO or to remain a Member with the consent of the Ministerial Conference.

4. Amendments to provisions of this Agreement or of the Multilateral Trade Agreements in Annexes 1A and 1C, other than those listed in paragraphd 2 and 6, of a nature that would not alter the rights and obligations of the Members, shall take effect for all members upon accceptance by two thirds of the Members.

5. Except as provided in paragraph 2 above, amendments to Parts I, II and III of GATS and the respective annexes shall take effect for the Members that have accepted them upon acceptance by two thirds of the Members and thereafter for each Member upon acceptance by it. The Ministerial Conference may decide by a three-fourth majority of the Members that any amendment made effective under the preceding provision is of such a nature that any Member which has not accepted it within a period specified by the Ministerial Conference in each case shall be free to withdraw from the WTO or to remain a Member with the consent of the Ministerial Conference. Amendments to Parts IV.V and VI of GATS and the respective annexes shall take effect for all Members upon acceptance by two thirds of the Members.

6. Notwithstanding the other proviisons of this Article, amendments to the Agreemnets on TRIPS meeting the requrements of paragraph 2 of Article 71 thereof may be adopted by the Ministerial Conference without further formal acceptance process.

7.Any Members accepting an amendment to this Agreemnet or to a Multilateral Trade Agreemnet in Annex 1 shall deposit an instrument of acceptance with the Director-General of the WTO within the period of acceptance specified by the Ministerial Confenrence.

8. Any Member of the WTO may initiate a proposal to amend the provisions of the Multilateral Trade Agreements in Annexes 2 and 3 by submitting such proposal to the Ministerial Conference. The decision to approve ammendments to the Multilateral Trade Agreement in Annex 2 shall be made by consensus and these amendments shall take effect for all Members upon approval by the Ministerial Conference. Decisioos to approve amendments to the Multilateral Trade Agreement in Annex 3 shall take effect for all Members upon approval by the Ministerial Conference.

9. The Ministerial Conference, upon the request of the Members parties to a trade agreement, may decide exclusively by consensus to add that agreement to Annex 4. The Ministerial Conference, upon the requast of the Mcmbets parties to a Plurilateral Trade Agreement, may decide to delete that Agrecment from Annex 4,

10. Amendments to a Plurilateral Trade Agreement shall be governed by the provisions of that Agreement.

Article XI

Original Membership

l. The contracting parties to GATT 1947 as of the date of entry into force of this Agreement, and the European Communities, which accept this Agreement and the Multilateral Trade Agreements and for which Schedules of Concessions and Commitments are annexed to GATT1994 and for which Schedules of Spceific Commitments are annexed to GATS shall become original Members of the WTO.

2. The least developed countries recognized as such by the United Nations will only be required to undertake commitments and concessions to the extent consistent with their individual develepment, financiai and trade needs or their administrative and institutional capabilities.

Article Xll

Accession

l. Any State or separate customs territory possessing full autonomy in the conduct of its external commercial relations and ofthe other matters provided for in this Agreement and the Multilateral Trade Agreements may accede to this Agreement, on terms to be agreed between it and the WTO. Such accession shalt apply to this Agreement and the Multilateral Trade Agreements annexed thereto.

2. Decisions on accesion shaII be taken by the Ministerial Conference. Tue Ministerial

Conference shall approve the agreement on the terms of accession by a two-thirds majority of the Members of the WTO.

3. Accession to a Plurilateral Trade Agreement shall be governed by the provisions of that Agreement.

Article XIII

Non-Application of Multilateral Trade Agreemems between Particular Members

l. This Agreement and the Multilateral Trade Agreements in Annexes t and 2 shall not

apply as between any Member and any other Member if either of the Members, at the time either becomes a Member, does not consent to such application.

2. Paragraph 1 may be invoked between original Members of the WTO which were contracting parties to GATT1941 only where Article XXXV of that Agreement had been invoked earlier and was effective as between those contractitng parties at the time of entry into force for them of this Agreement.

3. Paragraph 1 shall apply between a Member and another Member which has acceded

under Article XII only if the Member not consenting to the application has so notified the Ministerial Conference before the approval of the agreement on the terms of accession by the Ministetial Confercnce.

4. The Ministerial Confetence may review the operation of this Article in particular cases at the request of any Member and make appropriate recommendations.

5. Non-application of a Plurilateral Trade Agreement between parties to that Agreement shall be governed by the provisions of that Agreement.

Article XIV

Acceptance, Entry into Force ard Deposit

l. This Agreement shall be open for acceptance, by signature or otherwise, by contracting parties to GATT 1947, and the European Communities, which are eligible to become original Members of the WTO in accordance with Articte XI of this Agreement. Such acceptance shall apply to this Agreement and the Multilateral Trade Agreements annexed hereto. This Agreement and the Multilateral Trade Agreements annexed hereto shall enter into force on the date determined by Ministers in accordance with paragraph 3 of the

Final Act Embodying the Results of thc Uruguay Round of Multilateral Trade Negotiations and shall remain open for acceptance for a period of two years following that date unless the Ministers decide othewise. An acceptance following the enter into force of this Agreement shall enter into force on the 30th day following the date of such aceeptance.

2. A Member which accepts this Agreement after its entry into force shall implement those con-cessions and obligations in the Multilateral Trade Agreements that are to be implemented over a period of time starting with the entry into force of this Agreement as if it had acceptcd this Agreement on the date of its entry into force.

3. Until the entry into force of this Agreement, the text of this Agreement and the

Multilateral Trade Agreements shall be deposited with the Director-General to the

CONTRACTING PARTIES to GATT1947. The Director-Generai shall promptly furnish a certified true copy of this Agreement and the Multilateral Trade Agreements, and a

notification of each acceptance thereof, to each government and the European Communities having accepted this Agreement. This Agreement and the Multitateral Trade Agreements, and any amendments thereto, shall, upon the entry into force of this Agreement, be deposited with the Director-General of the WTO.

4. The acceptance and entry into force of a Plurilatera] Trade Agreement shall be governed by the provisions of that Agreement. Such Agreements shall be deposited with the Director-General to the CONTRACTING PARTIES to GATT 1947, upon the entry into force of this Agreement, such Agreements shall be deposited with the Director-Genera] of the WTO.

Article XV

Withdrawal

l. Any Member may withdraw from this Agreement. Such withdrawal shall apply both to this Agreement and the Multilateral Trade Agreements and shall take effect upon the expiration of six months from the date on which written Notice of withdrawal is received by the Director-General of the WTO.

2. Withdrawal from a Plurilateral Trade Agreement shall be govemed by the provisions of that Agreement .

Anicle XVl

Miscellaneous Provisions

l. Except as otherwise provided under this Agree!nent or the Multilateral Trade Agreements, thc WTO shall be guided by the decisions, procedures and customary practices followed by the CONTRACTING PARTIES ,to GATT 1947 and the bodies

established in the framework of GATT 1947.

2. To the extent practicable, the Secretariat of GATT 1947 shall become the Secretariat of the WTO, and the Director-General,of the CONTRACTING PARTIES to GATT 1947, until such time as the Ministerial Conference has appointed a Director-General in accordance with paragraph 2 of Article Vl of this Agreement, shall serve as Director-General of the WTO.

3. In the event of a conflict between a provision of this Agreement and a provision of any of the Multilateral Trade Agreemeats, the provision of this Agreement shalI prevail to the extent of the conflict .

4. Each Member shall ensure the conformity of its laws, regulations and administrative procedures with its obligations as provided in the annexed Agreements.

5. No reservations may be made in respect of any provision of this Agreement.

Reservations in respect of any of the provisions of the Multilateral Trade Agreements may only be made to the extent provided for in those Agreements. Reservations in

respect of a provision of a Plurilateral Trade Agreement shall be governed by the provisions of that Agreement.

6. This Agreement shall be registered in accordance with the provisions of Articte 102 of the Charter of the United Nations.

DONE at Marrakesh this rifteenth day of April one thousand nine hundred and ninety-four, in a single copy, in the English, French and Spanish languages, each text being authentic.

Explanatory Notes:

The terms 'country' or 'countries' as used in this Agreement and the Multilateral Trade Agreements are to be understood to include any separate customs territory Member of the WTO.

In the case of a separate customs territory Member of the WTO, where an, expression in this Agreement and the Multilateral Trade Agreements is qualified by the term "national"

, such expression shall be read as pertaining to that customs territory, unless otherwise

specified.