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1 PREAMBLE This Memorandum of Understanding, made as of (month,date,year),by and between Bureau of Standards, Metrology and Inspection (BS-MI) under the jurisdiction of the Ministry of Economic Affairs,having its address at 4 Chinan Road, Section 1, Taipei, 100, Tai-wan, Republic of China and Japan Electrical Safety & Environment Technology Laboratories (JET), a juridical entity organized as t-he not-for-profit foundation under the laws of Japan having itsprincipal place of business at 5-14-12 Yoyogi Shibuya-Ku Tokyo 151-8545 Japan.The parties both conduct assessments of clients'quality management systems and register such systems in accordan-ce with international standards and requirements.The parties r-ecognize the need to effectively respond to requests for registr-ation of quality management systems and to minimize the costs andburdens on clients requesting such registration.This MOU outli-nes the arrangements between BSMI and JET to facilitate the proc-ess of assessing and registering quality management systems.1.0 PURPOSE 1.1 This MOU is to provide a mechanism whereby BSMI and JET willcooperate to respond efficiently to requests for registrati-on and to minimize costs and burdens on clients in the asse-ssments and registration of quality management systems acco-rding to the International Organization for Standardization's latest ISO 9001 standard and other comparable standards s-uch as JISQ9001, CNS 12681, etc. When applicable version ofthose standards is changed, both parties shall agree to setup the grace period which is internationally recognized forthe application of a new version. 2.0 SCOPE 2.1 Both BSMI and JET intend to offer their services to evalua-te and register client's quality management systems. 2.2 This MOU applies to the following situations: (1) Clients seeking registration of their quality managementsystems from both parties. (2) Quality management systems first registered by one partyto this MOU may be recognized for joint registration by the other party subject to reasonable verification and investigation of the particular registration conducted pursuant to this MOU. 2.3 A client should apply for registration to the party locatedin the same country as the client. This party shall be thePrimary Registrar and shall be responsible for the assessme-nt and surveillance. The other party may send its personnelto participate in the assessment and surveillance as observ-er in order to understand the on-site operation after confi-rming the written consent from the other party. 2.4 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 t-he right to comment or request additional information beforeaccepting the results of the other's assessment. 3.0 REQUIREMENTS 3.1 TRAINING AND QUALIFICATIONS 3.1.1 Lead Assessors and Assessors must meet the minimum criter-ia in accordance with currently accepted practices and gu-idelines as followed by other qualified Registrars and ot-her international standards and practices. 3.2 JOINT APPLICATION PROCEDURES 3.2.1 Separate applications and initial information data will berequired for the BSMI and JET registration programs.Eit-her party may accept applications and initial information forms on the other's behalf, provided such information is necessary and in accordance with both parties' registrati-on programs. 3.2.2 A client seeking registration must submit documents descr-ibing its quality management systems to the Primary Regis-trar. 3.2.3 The Lead Assessor of the assessment team will schedule thevisit with the client seeking registration at a time mutu-ally convenient for the client and the assessment team. The Lead Assessor will also be responsible for the coordi-nation of arrangements, paperwork, etc., between the part-ies.All such arrangements must be mutually acceptable toeach party. 3.2.4 Each party shall have the right to conduct the necessary verification and investigation for its registration and s-hall have the right to determine the process relating to its registration. 3.3 CERTIFICATES 3.3.1 Each party shall be responsible for issuance and control of its certificate of registration. 3.3.2 In the event that joint registration is in effect, each p-arty agrees to notify the other if the client's use of di-splay of the other's certificate of registration and mark (s) is improper. 3.4 SURVEILLANCE VISITS 3.4.1 Follow-up visits shall be conducted by the Primary Regist-rar. 3.4.2 In the event of joint registration, routine follow-up vis-its will be regularly scheduled and conducted annually. 3.5 FINANCIAL CONSIDERATIONS Each party will independently determine and administer itsprogram of financial charges associated with assessment andregistration.Accordingly, each party shall separately inv-oice the client seeking registration, for its charges for t-he assessment and registration.Each party shall bear itsown costs and expenses incurred in the assessment and regis-3.6 INDEMNIFICATION 3.6.1 BSMI shall indemnify and hold harmless JET, its successorsand assignees, directors, officers, agents, and employees against in respect of any and all damages, claims, losses,liabilities, expenses, fines, penalties, or suits of what-ever nature, from third parties which may, solely by an a-ct or omission of BSMI's, arise as a causal consequence o-ut of: (i) any breach or violation of this MOU by BSMI; (ii) any negligent, fraudulent, defective, or delayed perfo-rmance of BSMI's obligations under this MOU; and (iii) anynegligent or willful misrepresentation in any certificate of document delivered in conjunction with this MOU by BSMIwhich is not caused by JET.Said indemnification also sh-all include all legal fees and defense expenses incurred by the indemnitee unless otherwise specified herein. 3.6.2 JET shall indemnify and hold harmless BSMI, its successorsand assignees, officers, agents, and employees, and ROC g-overnment and the employees of ROC government, against in respect of any and all damages, claims, losses, liabiliti-es, expenses , fines, penalties, or suits of whatever nat-ure, from third parties which may, solely by an act or om-ission of JET's, arise as a causal consequence out of: (i)any breach or violation of this MOU by JET; (ii) any negl-igent, fraudulent, defective, or delayed performance of J-ET's obligations under this MOU; and (iii) any negligent or willful misrepresentation in any certificate of docume-nt delivered in conjunction with this MOU by JET which is not caused by BSMI.Said indemnification also shall incl-ude all legal fees and defense expenses incurred by the i-ndemnitee unless otherwise specified herein. 3.6.3 Upon obtaining knowledge of facts which, in JET's or BSMI's (as applicable, the "indemnitee") sole discretion, are determined to be sufficient to justify a claim for indemn-ification under this MOU, BSMI or JET (the "indemnitee"), shall promptly notify the other party (the "indemnitor") in writing of any damage, claim, loss, liability, expense,fine, penalty or suit which the indemnitee has determined-has given or could give rise to a claim under 3.6.1 or 3. 6.2 above (such written notice being a "Notice of Claim") .A Notice of Claim shall specify, in reasonable detail, the nature of any such claims, and all facts relevant th- ereto, giving rise to a claim for indemnification and de- scribing all action taken and to be taken by the indemni- tee in response to such claim. 3.6.4 With respect to any claim or demand set forth in a Noticeof Claim, the indemnitor may defend, in good faith and at its expense, any such claim or demand, and the indemnitee , at its expense, shall have the right to participate in the defense of any such claim.So long as the indemnitor is defending in good faith any such claim, the indemnitee shall not settle or compromise such claim without consent of the indemnitor.The indemnitee shall make available tothe indemnitor or its representatives all records and oth-er materials reasonably required to contest any claim, andshall cooperate fully with the indemnitor in the defense of all such claims. If the indemnitor does not elect to defend any such claim,the indemnitee shall have no obligation to do so.The in-demnitor's obligation under 3.6.1 or 3.6.2 above shall notbe affected in any way by its election to defend or not d-efend any such claim. 3.6.5 Notwithstanding 3.6.3 and 3.6.4 above, the parties acknow-ledge that use of internal legal staff may be most cost-e-ffective and able to provide the best defense.Therefore,the indemnitee shall have the right to utilize, at its op-tion, its own internal legal staff, if any, to participatein the defense or to defend itself (as the case may be de-pending upon whether the indemnitor elects to defend purs-uant to 3.6.4 above) and to retain local counsel, if and when appropriate.The indemnitor shall have no responsib-ility to pay for any portion of a staff attorney's salary,counsel's time, or time spent in defending said damages a-nd claim; all other defense expenses shall be reimbursed. 3.7 ADVERTISING 3.7.1 It is not intended by this MOU that (a) BSMI be or refer to itself as a JET "accredited" party or any similar desc-ription or (b) JET be or refer to itself as a BSMI "accre-dited" party or any other similar description.Neither p-arty shall refer to or use the other's name or Mark in anyadvertising, orally or in written materials, without the other's prior written consent. 3.8 AGENCY NOT CREATED 3.8.1 Neither party is authorized by this MOU to incur obligati-ons on behalf of the other party or to bind the other par-ty in any respect. 3.9 INDEPENDENT ORGANIZATION 3.9.1 BSMI and JET are independent organizations not affiliatedwith nor influenced or controlled by customers in any man-ner which might affect their capacity to render assessmen-ts and registrations objectively and without bias.Speci-fically, they comply with all of the following: (A) No managerial affiliation with customers. (B) Results of their work accrue no financial benefits to any customers, via stock ownership or the like. (C) Sufficient breadth of interest or activity that the l-oss or award of a specific contract to assess a custo- mer's quality management system with the applicable s- tandard would not be a determinative factor in its fi- nancial well-being. (D) Employment security status of its personnel is free ofinfluence or control of customers. 4.0 GOVERNING LAW AND JURISDICTION The parties hereto shall strive to settle any disputes amic-ably between themselves.Any controversy or claim arisingunder, out of, in connection with, or relating to this MOUwhich cannot be settled amicably shall be subject to the ju-risdiction of Taipei District Court according to Taiwan leg-islation, in case that the suit is instituted by JET and su-bject to the jurisdiction of Tokyo District Court accordingto Japan legislation, in case that the suit is instituted byBSMI. 5.0 GENERAL 5.1 Both parties will provide the public with non-proprietary i-nformation about quality management registration programs a-nd answer general questions. 5.2 Both parties will furnish the other with all necessary info-rmation reasonably required to ensure the effectiveness ofthis MOU.Each party will refrain, without the client's pr-ior authorization in writing, from voluntarily disclosing tothird parties secret information which is obtained by BSMIor JET in confidence from the client. 5.3 In the event where either party does not adhere to any of t-he items stated in this MOU, the other party shall bring itto the attention of the other for corrective action. 5.4 This MoU, written in duplicate in the English language, sha-ll 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 writtennotice at least 90 days prior to the effective date of term-ination. For:Bureau of Standards, For:Japan Electrical safety & Metrology and Inspe- Environment Technology Lab-ction (BSMI) oratories (JET) By:_____________________By:_____________________ Neng-Jong Lin HiroakiTAKAGI Director GeneralPresident Date:__________________ Date:__________________