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1 1 Preamble 1.1 The Bureau of Standards, Metrology and Inspection (BSMI) un-der the jurisdiction of the Ministry of Economic Affairs, h-aving its address at: 4 Chinan Road, Section 1, Taipei, 100,Taiwan, Republic of China, and the Management System Certif-ication Institute (MASCI), an independent institute, underthe Industrial Development Foundation supervised by the Min-istry of Industry, having its principal place of business at: 11th floor, Yakult Building, 1025 Phaholyothin Road, Sams-en-Nai, Phayathai, Bangkok 10400, Thailand. 1.2 Both parties conduct assessments of their clients' qualitymanagement systems and register such systems in accordancewith international standards and requirements. 1.3 Both parties recognize the need to effectively respond to r-equests for registration of quality management systems andto minimize the costs and burdens on clients requesting suchregistration. This MoU outlines the arrangements between theBSMI and the MASCI to facilitate the process of assessing a-nd registering quality management systems. 2 Purpose 2.1 This MoU is created to provide a mechanism whereby the BSMI and the MASCI will cooperate to respond efficiently to requ-ests for registration and to minimize costs and burdens onclients in the assessments and registration of quality mana-gement systems according to the International Organizationfor Standardization's latest ISO 9001 standard and other co-mparable standards in Taiwan and Thailand. When current ver-sions of standards are changed, both parties agree to allowa grace period for the application of a new version. 3 Scope 3.1 Both the BSMI and the MASCI intend to offer their servicesto evaluate and register client's quality management systems. 3.2 This MoU applies to the following two situations: 3.2.1 Clients seeking registration of their quality managementsystems from both parties. 3.2.2 Quality management systems first registered by one partyto this MoU may be recognized for joint registration by t-he other party subject to reasonable verification and inv-estigation of the particular registration conducted pursu-ant to this MoU. 3.3 Upon successful completion of an assessment, the party perf-orming the assessment shall share the results of its work w-ith the other party for the purpose of the other party issu-ing its certificate of registration. Each party reserves theright to comment on or request additional information beforeaccepting the results of the other's assessment. 4 Training and Qualifications 4.1 Lead Assessors and Assessors must meet the minimum criteria in accordance with currently accepted practices and guideli-nes as followed by other qualified Registrars and other int-ernational standards and practices. 5 Joint Application and Assessment Procedures 5.1 Separate applications and related information will be requi-red from the clients for both the BSMI and the MASCI regist-ration programs. Either party may accept application formsand related information on the other's behalf, provided suchinformation is in accordance with both parties' registrationprograms. 5.2 A client should apply for registration to the registrar loc-ated in their home country.This party in such home countryin receipt of the application shall be the Primary Registrarand shall be responsible for assessment and surveillance. T-he other party may send its personnel to participate in theassessment and surveillance as an observer, in order to ins-pect the on-site operation after gaining written consent fr-om the other party. 5.3 A client seeking registration must submit documents describ-ing its quality management systems to the Primary Registrar.5.4 The Lead Assessor of the assessment team will schedule a vi-sit with a client seeking registration at a time mutually c-onvenient for both the client and the assessment team.TheLead Assessor will also be responsible for the coordinationof arrangements, paperwork, etc., between the parties. Allsuch arrangements must be mutually acceptable to each party.5.5 Each party shall have the right to conduct the necessary ve-rification and investigation for its registration and shallhave the right to determine the process relating to its reg-istration. 6 Certificates 6.1 Each party shall be responsible for issuance and control of its certificate of registration. 6.2 In the event that joint registration is in effect, each par-ty will notify the other if the client's use or display ofthe other's certificate of registration and mark(s) is impr-oper. 7 Surveillance Visits 7.1 Follow-up visits shall be conducted by the Primary Registrar. 7.2 In the event of joint registration, routine follow-up visitswill be regularly scheduled and conducted annually. 8 Financial Considerations 8.1 Each party will independently determine and administer thefinancial charges associated with its assessment and regist-ration. Accordingly, each party shall separately invoice theclient seeking registration, for its charges for the assess-ment and registration. Each party shall bear its own costsand expenses incurred in the assessment and registration. 9 Indemnification 9.1 The BSMI shall indemnify and hold harmless the MASCI, its s-uccessors and assignees, directors, officers, agents, and e-mployees against any and all damages, claims, losses, liabi-lities, expenses, fines, penalties, or suits of whatever na-ture, from third parties which may, solely by an act or omi-ssion of the BSMI, arise as a causal consequence out of: (i)any breach or violation of this MoU by the BSMI; (ii) any n-egligent, fraudulent, defective, or delayed performance ofBSMI's obligations under this MoU; and (iii) any negligentor willful misrepresentation in any certificate or documentdelivered in conjunction with this MoU by the BSMI which isnot caused by the MASCI. Said indemnification also shall in-clude all legal fees and defense expenses incurred by the i-ndemnitee. 9.2 The MASCI shall indemnify and hold harmless the BSMI, its s-uccessors and assignees, directors, officers, agents, and e-mployees, and the R.O.C. government and the employees of theR.O.C. government, against any and all damages, claims, los-ses, liabilities, expenses, fines, penalties, or suits of w-hatever nature, from third parties which may, solely by anact or omission of the MASCI, arise as a causal consequenceout of: (i) any breach or violation of this MoU by the MASCI; (ii) any negligent, fraudulent, defective, or delayed per-formance of MASCI's obligations under this MoU; and (iii) a-ny negligent or willful misrepresentation in any certificateor document delivered in conjunction with this MoU by the M-ASCI which is not caused by the BSMI. Said indemnificationalso shall include all legal fees and defense expenses incu-rred by the indemnitee. 9.3 Upon obtaining knowledge of facts which, at the sole discre-tion of the MASCI or the BSMI (the "indemnitee", as applica-ble), are determined to be sufficient to justify a claim forindemnification under this MoU, the BSMI or the MASCI (the "indemnitee"), shall promptly notify the other party (the "i-ndemnitor") in writing of any damage, claim, loss, liability, expense, fine, penalty or suit which the indemnitee has d-etermined has given or could give rise to a claim under cla-uses 9.1 or 9.2 above (such written notice being a "Noticeof Claim").A Notice of Claim shall specify, in reasonabledetail, the nature of any such claims, and all facts releva-nt thereto, giving rise to a claim for indemnification anddescribing all action taken and to be taken by the indemnit-ee in response to such claim. 9.4 The indemnitor may defend, in good faith and at its expense,any such claim or demand set forth in a Notice of Claim, andthe indemnitee, at its expense, shall have the right to par-ticipate in the defense of any such claim.So long as theindemnitor is defending in good faith any such claim, the i-ndemnitee shall not settle or compromise such claim withoutconsent of the indemnitor.The indemnitee shall make avail-able to the indemnitor or its representatives all records a-nd other materials required to contest any claim, and shallcooperate fully with the indemnitor in the defense of all s-uch claims. The indemnitee shall have no obligation if the indemnitor d-oes not elect to defend any such claim.The indemnitor's o-bligation under clauses 9.1 or 9.2 above shall not be affec-ted in any way by its election to defend or not defend anysuch claim. 9.5 Notwithstanding clauses 9.3 and 9.4 above, the parties ackn-owledge that use of internal legal staff may be most cost-e-ffective and able to provide the best defense.Therefore,the indemnitor and the indemnitee shall have the right to u-tilize its own internal legal staff, if any, to participatein the defense or to defend itself and to retain local coun-sel, if and when appropriate.The indemnitor shall have noresponsibility to pay for any portion of a staff attorney'ssalary, counsel's time, or time spent in defending said dam-ages and claim; all other defense expenses shall be reimbur-sed. 10 Advertising 10.1 It is not intended by this MoU that the BSMI be or refer toitself as a party "accredited" by the MASCI or any similardescription, or that the MASCI be or refer to itself as a party "accredited" by the BSMI or any other similar descri-ption. Neither party shall refer to or use the other's name, logo or certification mark in any form of advertising, w-ithout the other's prior consent in writing. 11 Agency Not Created 11.1 Neither party is authorized by this MoU to incur obligatio-ns on behalf of the other party or to bind the other partyin any respect. 12 Independent Organization 12.1 The BSMI and the MASCI are independent organizations not a-ffiliated with, influenced nor controlled by clients in anymanner that may affect their capacity to render assessmentsand registrations objectively and without bias. Specifical-ly, the BSMI and the MASCI must comply with the following:12.1.1 To not have any managerial affiliation with clients.12.1.2 That the results of their work do not accrue any financi-al benefits to any clients, via stock ownership or the l- ike. 12.1.3 To possess sufficient breadth of activity that the lossor award of a specific contract to assess a client's qua- lity management system would not be a determinative fact- or in its financial well-being. 12.1.4 That the status of its personnel is free of influence or control of clients. 13 Governing Law and Jurisdiction 13.1 The parties hereto shall strive to settle or mitigate anydisputes amicably between themselves privately. Any contro-versy or claim arising under, out of, in connection with, or relating to this MoU which cannot be settled or mitigat-ed amicably in private shall be subject to the jurisdictionof Taipei District Court according to the legislation of T-aiwan, if a suit is initiated by the MASCI, and subject tothe jurisdiction of Bangkok District Court according to thelegislation of Thailand, if a suit is initiated by the BSMI. 14 General 14.1 Both parties will provide the public with non-proprietaryinformation about quality management registration programsand answer general questions. 14.2 Both parties will furnish the other with all necessary inf-ormation reasonably required to ensure the effectiveness ofthis MoU. Each party will refrain from voluntarily disclos-ing to third parties secret information which is obtained by the BSMI or the MASCI in confidence from a client, with-out the client's prior authorization in writing. 14.3 In the event where either party does not adhere to any ofthe items stated in this MoU, the other party shall bring it to the attention of the other for corrective action. 14.4 This MOU, written in duplicate in the English language, sh-all come into effect upon signing by both Parties and shallremain effective until a notice of termination is given byeither party. Termination of this MoU shall be by written notice at least 90 days prior to the effective date of ter-mination. 15 By the signing of this MoU, both the BSMI and the MASCI agreeto uphold the terms and conditions herein in good faith andwith the aim of mutual goodwill. * * * * * * * For:The Bureau of Standards, For:The Management SystemMetrology and Inspection Certification Institute(BSMI)(MASCI) By: ________________________ By: _______________________Neng-Jong LinCharnnawin SookjamsaiDirector General Executive Director Date: ______________________ Date: _____________________