AGREEMENT BETWEEN
THE GOVERNMENT OF THE UNITED STATES OF AMERICA
AND
THE GOVERNMENT OF THE UNITED MEXICAN STATES
REGARDING THE APPLICATION OF THEIR COMPETITION LAWS

The Government of the United States of America and the Government of the UnitedMexican States (hereinafter referred to as "Parties");

Having regard to their close economic relations and cooperation within the framework ofthe North American Free Trade Agreement ("NAFTA");

Noting that the sound and effective enforcement of their competition laws is a matter ofimportance to the efficient operation of markets within the free trade area and to the economicwelfare of the Parties' citizens;

Having regard to their commitment in Chapter 15 of NAFTA to the importance ofcooperation and coordination among their competition authorities to further effective competitionlaw enforcement in the free trade area;

Recognizing that coordination of enforcement activities under the Parties' competitionlaws may, in appropriate cases, result in a more effective resolution of the Parties' respectiveconcerns than would be attained through independent action;

Further recognizing that technical cooperation between the Parties' competitionauthorities will contribute to improving and strengthening their relationship;

Noting that from time to time differences may arise between the Parties concerning theapplication of their competition laws to conduct or transactions that implicate the importantinterests of both Parties;

Noting further their commitment to give careful consideration to each other's importantinterests in the application of their competition laws; and

Having regard to the growing cooperation between the Parties in matters relating tocompetition law, including the 1995 Recommendation of the Council of the OECD ConcerningCooperation Between Member Countries on Anticompetitive Practices Affecting InternationalTrade, the 1998 Recommendation of the Council of the OECD Concerning Effective ActionAgainst Hard Core Cartels, and the Communiqué issued at the Panama Antitrust Summit Meetingin October 1998;

Have agreed as follows:

Article I

PURPOSE AND DEFINITIONS

1. The purposes of this Agreement are to promote cooperation, including bothenforcement and technical cooperation, and coordination between the competition authorities ofthe Parties, to avoid conflicts arising from the application of the Parties' competition laws, and tominimize the impact on their respective important interests of any differences that may arise.

2. For the purposes of this Agreement, the following terms shall have the followingdefinitions:

1. "Anticompetitive activity(ies)" means any conduct or transaction that may besubject to penalties or relief under the competition laws of a Party;

2. "Competition authority(ies)" means

   1. for the United Mexican States, the Federal Competition Commission;

   2. for the United States of America, the United States Department of Justiceand the Federal Trade Commission;

3. "Competition law(s)" means

   1. for the United Mexican States, the Federal Law of Economic Competitionof December 24, 1992, except for Articles 14 and 15, and the Regulationsof the Federal Law of Economic Competition of March 4, 1998, except forarticle 8;

   2. for the United States of America, the Sherman Act (15 U.S.C. §§ 1-7), theClayton Act (15 U.S.C. §§ 12-27), the Wilson Tariff Act (15 U.S.C. §§ 8-11) and the Federal Trade Commission Act (15 U.S.C. §§ 41-58), to theextent that it applies to unfair methods of competition,as well as any amendments thereto, and such other laws or regulations as the Parties may fromtime to time agree in writing to be a "competition law" for the purposes of this Agreement; and

   3. "Enforcement activity(ies)" means any investigation or proceeding conducted by aParty in relation to its competition laws.

3. Any reference in this Agreement to a specific provision in either Party'scompetition law shall be interpreted as referring to that provision as amended from time to timeand to any successor provision thereof. Each Party shall promptly notify the other of anyamendments to its competition laws.

1. Each Party shall, subject to Article X(1), notify the other Party in the mannerprovided by this Article and Article XII with respect to its enforcement activities that may affectimportant interests of the other Party.

2. Enforcement activities that may affect the important interests of the other Partyand therefore ordinarily require notification include those that:

1. are relevant to enforcement activities of the other Party;

2. involve anticompetitive activities, other than mergers or acquisitions, carried out inwhole or in substantial part in the territory of the other Party;

3. involve mergers or acquisitions in which

   • one or more of the parties to the transaction, or

   • a company controlling one or more of the parties to the transaction,

   is a company incorporated or organized under the laws of the other Party or of oneof its States;

4. involve conduct believed to have been required, encouraged or approved by theother Party;

5. involve remedies that expressly require or prohibit conduct in the territory of theother Party or are otherwise directed at conduct in the territory of the other Party;or

6. involve the seeking of information located in the territory of the other Party.

3. Notification pursuant to this Article shall ordinarily be given as soon as a Party'scompetition authorities become aware that notifiable circumstances are present, and in any eventin sufficient time to permit the views of the other Party to be taken into account.

4. When the competition authorities of a Party request that a person provideinformation, documents or other records located in the territory of the notified Party, or requestoral testimony in a proceeding or participation in a personal interview by a person located in theterritory of the notified Party, notification shall be given:

1. if compliance with a request for written information, documents or other records isvoluntary, at or before the time that the request is made;
2. if compliance with a request for written information, documents or other records iscompulsory, at least seven (7) days prior to the request, (or, when seven (7) days'notice cannot be given, as promptly as circumstances permit); and
3. in the case of oral testimony or personal interviews, at or before the timearrangements for the interview or testimony are made.

5. Notification that would otherwise be required by this Article is not required withrespect to telephone contacts with a person where:

1. that person is not the subject of an investigation,

2. the contact seeks only an oral response on a voluntary basis (although theavailability and possible voluntary provision of documents may be discussed), and

3. the other Party's important interests do not appear to be otherwise implicated,unless the other Party requests such notification in relation to a particular matter.

6. Notification is not required for each subsequent request for information in relationto the same matter unless the Party seeking information becomes aware of new issues bearing onthe important interests of the other Party, or the other Party requests otherwise in relation to aparticular matter.

7. The Parties acknowledge that officials of either Party may visit the territory of theother Party in the course of conducting investigations pursuant to their respective competitionlaws. Such visits shall be subject to notification pursuant to this Article and the consent of thenotified Party.

8. Notifications shall be sufficiently detailed to enable the notified Party to make aninitial evaluation of the effect of the enforcement activity on its own important interests, and shallinclude the nature of the activities under investigation and the legal provisions concerned. Wherepossible, notifications shall include the names and locations of the persons involved. Notificationsconcerning a proposed conditioned approval, consent order or decree shall either include or, assoon as practicable be followed by, copies of the proposed conditioned approval, order or decreeand any competitive impact statement relating to the matter.

9. Each Party shall also notify the other whenever its competition authoritiesintervene or otherwise publicly participate in a regulatory or judicial proceeding that is not anenforcement activity if the issue addressed in the intervention or participation may affect the otherParty's important interests. Such notification shall be made at the time of the intervention orparticipation or as soon thereafter as possible.

1.

1. The Parties acknowledge that it is in their common interest to cooperate inthe detection of anticompetitive activities and the enforcement of theircompetition laws to the extent compatible with their respective laws andimportant interests, and within their reasonably available resources.

2. The Parties further acknowledge that it is in their common interest to shareinformation which will facilitate the effective application of theircompetition laws and promote better understanding of each other'senforcement policies and activities.

2. The Parties will consider adopting such further arrangements as may be feasibleand desirable to enhance cooperation in the enforcement of their competition laws.

3. Each Party's competition authorities will, to the extent compatible with that Party'slaws, enforcement policies and other important interests:

1. assist the other Party's competition authorities, upon request, in locating andobtaining evidence and witnesses, and in obtaining voluntary compliance withrequests for information, in the requested Party's territory;

2. inform the other Party's competition authorities with respect to enforcementactivities involving conduct that may also have an adverse effect on competitionwithin the territory of the other Party;

3. provide to the other Party's competition authorities, upon request, suchinformation within its possession as the requesting Party's competition authoritiesmay specify that is relevant to the requesting Party's enforcement activities; and

4. provide the other Party's competition authorities with any significant informationthat comes to their attention about anticompetitive activities that may be relevantto, or may warrant, enforcement activity by the other Party's competitionauthorities.

4. Nothing in this Agreement shall prevent the Parties from seeking or providingassistance to one another pursuant to other agreements, treaties, arrangements or practicesbetween them.

1. Where both Parties' competition authorities are pursuing enforcement activitieswith regard to related matters, they will consider coordination of their enforcement activities. Insuch matters, the Parties may invoke such mutual assistance arrangements as may be in force fromtime to time.

2. In considering whether particular enforcement activities should be coordinated,either in whole or in part, the Parties' competition authorities shall take into account the followingfactors, among others:

1. the effect of such coordination on the ability of both Parties to achieve theirrespective enforcement objectives;

2. the relative abilities of the Parties' competition authorities to obtain informationnecessary to conduct the enforcement activities;

3. the extent to which either Party's competition authorities can secure effective reliefagainst the anticompetitive activities involved;

4. the possible reduction of cost to the Parties and to the persons subject toenforcement activities; and

5. the potential advantages of coordinated remedies to the Parties and to the personssubject to the enforcement activities.

3. In any coordination arrangement, each Party's competition authorities shall seek toconduct their enforcement activities consistently with the enforcement objectives of the otherParty's competition authorities.

4. In the case of concurrent or coordinated enforcement activities, the competitionauthorities of each Party shall consider, upon request by the competition authorities of the otherParty and where consistent with the requested Party's enforcement interests, ascertaining whetherpersons that have provided confidential information in connection with those enforcementactivities will consent to the sharing of such information between the Parties' competitionauthorities.

5. Either Party's competition authorities may at any time notify the other Party'scompetition authorities that they intend to limit or terminate coordinated enforcement and pursuetheir enforcement activities independently and subject to the other provisions of this Agreement.

1. The Parties note that anticompetitive activities may occur within the territory ofone Party that, in addition to violating that Party's competition laws, adversely affect importantinterests of the other Party. The Parties agree that it is in their common interest to seek reliefagainst anticompetitive activities of this nature.

2. If a Party believes that anticompetitive activities carried out in the territory of theother Party adversely affect its important interests, the first Party may request that the otherParty's competition authorities initiate appropriate enforcement activities. The request shall be asspecific as possible about the nature of the anticompetitive activities and their effects on theinterests of the Party, and shall include an offer of such further information and other cooperationas the requesting Party's competition authorities are able to provide.

3. The requested Party's competition authorities shall carefully consider whether toinitiate enforcement activities, or to expand ongoing enforcement activities, with respect to theanticompetitive activities identified in the request. The requested Party's competition authoritiesshall promptly inform the requesting Party of its decision. If enforcement activities are initiated,the requested Party's competition authorities shall advise the requesting Party of their outcomeand, to the extent possible, of significant interim developments.

4. Nothing in this Article limits the discretion of the requested Party's competitionauthorities under its competition laws and enforcement policies as to whether to undertakeenforcement activities with respect to the anticompetitive activities identified in a request, orprecludes the requesting Party's competition authorities from undertaking enforcement activitieswith respect to such anticompetitive activities.

1. Within the framework of its own laws and to the extent compatible with itsimportant interests, each Party shall, having regard to the purpose of this Agreement as set out inArticle I, give careful consideration to the other Party's important interests throughout all phasesof its enforcement activities, including decisions regarding the initiation of an investigation orproceeding, the scope of an investigation or proceeding and the nature of the remedies orpenalties sought in each case.

2. When a Party informs the other that a specific enforcement activity may affect thefirst Party's important interests, the second Party shall provide timely notice of developments ofsignificance to those interests.

3. While an important interest of a Party may exist in the absence of officialinvolvement by the Party with the activity in question, it is recognized that such interest wouldnormally be reflected in antecedent laws, decisions or statements of policy by its competentauthorities.

4. A Party's important interests may be affected at any stage of enforcement activityby the other Party. The Parties recognize the desirability of minimizing any adverse effects oftheir enforcement activities on each other's important interests, particularly in the choice ofremedies. Typically, the potential for adverse impact on one Party's important interests arisingfrom enforcement activity by the other Party is less at the investigative stage and greater at thestage at which conduct is prohibited or penalized, or at which other forms of remedial orders areimposed.

5. Where it appears that one Party's enforcement activities may adversely affect theimportant interests of the other Party, each Party shall, in assessing what measures it will take,consider all appropriate factors, which may include but are not limited to:

1. the relative significance to the anticompetitive activities involved of conductoccurring within one Party's territory as compared to conduct occurring within thatof the other;

2. the relative significance and foreseeability of the effects of the anticompetitiveactivities on one Party's important interests as compared to the effects on the otherParty's important interests;

3. the presence or absence of a purpose on the part of those engaged in theanticompetitive activities to affect consumers, suppliers or competitors within theenforcing Party's territory;

4. the degree of conflict or consistency between the first Party's enforcementactivities (including remedies) and the other Party's laws or other importantinterests;

5. whether private persons, either natural or legal, will be placed under conflictingrequirements by both Parties;

6. the existence or absence of reasonable expectations that would be furthered ordefeated by the enforcement activities;

7. the location of relevant assets;

8. the degree to which a remedy, in order to be effective, must be carried out withinthe other Party's territory; and

9. the extent to which enforcement activities of the other Party with respect to thesame persons, including judgments or conditioned approvals resulting from suchactivities, would be affected.

The Parties agree that it is in their common interest for their competition authorities towork together in technical cooperation activities related to competition law enforcement andpolicy. These activities may include, within their competition agencies' reasonably availableresources and to the extent authorized by their respective laws: exchanges of information pursuantto Article III of this Agreement; exchanges of competition agency personnel for training purposesat each other's competition agencies; participation of competition agency personnel as lecturers orconsultants at training courses on competition law and policy organized or sponsored by eachother's competition authorities; and such other forms of technical cooperation as the Parties'competition authorities agree are appropriate for purposes of this Agreement.

1. Either Party may request consultations regarding any matter relating to thisAgreement. The request for consultations shall indicate the reasons for the request and whetherany procedural time limits or other constraints require that consultations be expedited. EachParty shall consult promptly when so requested with the view to reaching a conclusion that isconsistent with the principles set forth in this Agreement.

2. Consultations under this Article shall take place at the appropriate level asdetermined by each Party.

3. During consultations under this Article, each Party shall provide to the other asmuch information as it is able in order to facilitate the broadest possible discussion regarding therelevant aspects of the matter that is the subject of consultations. Each Party shall carefullyconsider the representations of the other Party in light of the principles set out in this Agreementand shall be prepared to explain the specific results of its application of those principles to thematter that is the subject of consultations.

Officials of the Parties' competition authorities shall meet periodically to:

1. exchange information on their current enforcement efforts and priorities in relationto their competition laws;

2. exchange information on economic sectors of common interest;

3. discuss policy changes that they are considering; and

4. discuss other matters of mutual interest relating to the application of theircompetition laws and the operation of this Agreement.

1. Notwithstanding any other provision of this Agreement, neither Party is requiredto communicate information to the other Party if such communication is prohibited by the laws ofthe Party possessing the information or would be incompatible with that Party's importantinterests.

2. Unless otherwise agreed by the Parties, each Party shall, to the fullest extentpossible consistent with that Party's laws, (i) maintain the confidentiality of any informationcommunicated to it in confidence by the other Party under this Agreement, and (ii) oppose anyapplication by a third party for disclosure of such confidential information.

Nothing in this Agreement shall require a Party to take any action, or to refrain fromacting, in a manner that is inconsistent with its existing laws, or require any change in the laws ofthe Parties or of their respective States.

Communications under this Agreement may be carried out directly between thecompetition authorities of the Parties. Requests under Articles V(2) and VIII(1) shall, however,be confirmed in writing through customary diplomatic channels.

1. This Agreement shall enter into force upon signature.

2. This Agreement shall remain in force until 60 days after the date on which eitherParty notifies the other Party in writing that it wishes to terminate the Agreement.

IN WITNESS WHEREOF, the undersigned, being duly authorized by their respectiveGovernments, have signed this Agreement.

DONE at Mexico City, in duplicate, this eleventh day of July, 2000, in the English andSpanish languages, each text being equally authentic.

FOR THE GOVERNMENT OF THE UNITED STATES OF AMERICA:

FOR THE GOVERNMENT OF THE UNITED MEXICAN STATES: