PREAMBLE
The Bureau of Standards, Metrology and Inspection (BSMI) under
the jurisdiction of the Ministry of Economic Affairs, having its
address at 4 Chinan Road, Section 1, Taipei, 100, Taiwan, Repub-
lic of China (R.O.C.), and the Japan Quality Assurance Organiza-
tion (JQA), a corporation incorporated under the laws of Japan
and having its principal place of business at 1-9-15, Akasaka,
Minato-ku, Tokyo 107-0052 Japan. The parties both conduct asse-
ssments of clients' quality management systems and register such
systems in accordance with international standards and requirem-
ents. The parties recognize the need to effectively respond to
requests for registration of quality management systems and to
minimize the costs and burdens on clients requesting such regis-
tration. This MOU outlines the arrangements between BSMI and J-
QA to facilitate the process of assessing and registering quali-
ty management systems.
1.0 PURPOSE
1.1 This MOU is to provide a mechanism whereby BSMI and JQA will
cooperate 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 ISO 9001:2000 Standard and other comparable standards such
as JISQ9001, CNS 12681, etc.
2.0 SCOPE
2.1 Both BSMI and JQA intend to offer their services to evaluate
and register client's quality management systems.
2.2 This MOU applies to the following situations:
(1) Clients seeking registration of their quality management
systems from both parties.
(2) Quality management systems first registered by one party
to 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 located
in the same country as the client. This party shall be the
Primary Registrar and shall be responsible for the assessme-
nt and surveillance. The other party may send its personnel
to participate in the assessment and surveillance as observ-
er in order to understand the on-site operation.
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 the
right to comment or request additional information before a-
ccepting 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 be
required for the BSMI and JQA registration programs. Eith-
er 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 to the Primary Registrar.
3.2.3 The Lead Assessor of the assessment team will schedule the
visit with the client seeking registration at a time mutu-
ally convenient for the client and the assessment team. T-
he Lead Assessor will also be responsible for the coordin-
ation of arrangements, paperwork, etc., between the parti-
es. All such arrangements must be mutually acceptable to
each 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 will 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 or 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 scheduled and conducted annually.
3.5 FINANCIAL CONSIDERATIONS
Each party will independently determine and administer its
program of financial charges associated with assessment and
registration. Accordingly, each party shall separately invo-
ice the client seeking registration, for its charges for the
assessment and registration. Each party shall bear its own
costs and expenses incurred in the assessment and registrat-
ion.
3.6 INDEMNIFICATION
3.6.1 BSMI shall indemnify and hold harmless JQA, its successors
and 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; (i
i) any negligent, fraudulent, defective, or delayed perfo-
rmance of BSMI's obligations under this MOU; and (iii) any
negligent or willful misrepresentation in any certificate
of document delivered in conjunction with this MOU by BSMI
which is not caused by JQA. Said indemnification also sha-
ll include all legal fees and defense expenses incurred by
the indemnitee unless otherwise specified herein.
3.6.2 JQA shall indemnify and hold harmless BSMI, its successors
and assignees, officers, agents, and employees, and the R.
O.C. government and the employees of the R.O.C. government
, against in respect of any and all damages, claims, loss-
es, liabilities, expenses, fines, penalties, or suits of
whatever nature, from third parties which may, solely by
an act or omission of JQA's, arise as a causal consequence
out of: (i) any breach or violation of this MOU by JQA; (i
i) any negligent, fraudulent, defective, or delayed perfo-
rmance of JQA's obligations under this MOU; and (iii) any
negligent or willful misrepresentation in any certificate
of document delivered in conjunction with this MOU by JQA
which is not caused by BSMI. Said indemnification also sh-
all include all legal fees and defense expenses incurred
by the indemnitee unless otherwise specified herein.
3.6.3 Upon obtaining knowledge of facts which, in JQA'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 JQA (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 thereto,
giving rise to a claim for indemnification and describing
all action taken and to be taken by the indemnitee in res-
ponse to such claim.
3.6.4 With respect to any claim or demand set forth in a Notice
of 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 sh-
all not settle or compromise such claim without consent of
the indemnitor. The indemnitee shall make available to t-
he indemnitor or its representatives all records and other
materials reasonably required to contest any claim, and s-
hall cooperate fully with the indemnitor in the defense of
all such claims. If the indemnitor does not elect to def-
end any such claim, the indemnitee shall have no obligati-
on to do so. The indemnitor's obligation under 3.6.1 or 3
.6.2 above shall not be affected in any way by its electi-
on to defend or not defend 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 participate
in 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 JQA "accredited" party or any similar desc-
ription or that (b) JQA be or refer to itself as a BSMI "
accredited" party or any other similar description. Neith-
er party shall refer to or use the other's name or Mark in
any advertising, orally or in written materials, without
the other's prior consent in writing.
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 JQA are independent organizations not affiliated
with 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. Specif-
ically, 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 of
influence or control of customers.
4.0 GOVERNING LAW AND JURISDICTION
4.0.1 This MOU shall be governed by and construed in accordance
with the laws of England. The parties hereto shall strive
to settle any disputes amicably between themselves. Any c-
ontroversy or claim arising under, out of, in connection
with, or relating to this MOU which cannot be settled ami-
cably shall be subject to the jurisdiction of the Taipei
District Court in case that the suit is instituted by JQA
and subject to the jurisdiction of Tokyo District Court in
case that the suit is instituted by BSMI.
5.0 GENERAL
5.0.1 Both parties will provide the public with non-proprietary
information about quality management registration programs
and answer general questions.
5.0.2 Both parties will furnish the other with all necessary in-
formation reasonably required to ensure the effectiveness
of this MOU. Each party will refrain, without the client'
s prior authorization in writing, from voluntarily disclo-
sing to third parties secret information which is obtained
by BSMI or JQA in confidence from the client.
5.0.3 In the event where either party does not adhere to any of
the items stated in this MOU, the other party shall bring
it to the attention of the other for corrective action.
5.0.4 This MOU, written in duplicate in the English language,
shall come into effect upon signing by both Parties and
shall remain effective until a notice of termination is g-
iven by either party. Termination of this MOU shall be by
written notice at least 90 days prior to the effective da-
te of termination.
For:Bureau of Standards, For:Japan Quality Assurance
Metrology Organization (JQA)
and Inspection (BSMI)

Shiuh-Tung Chikafumi Morita
By:___________________ By:___________________
for:Shiuh-Tung Wu Chikafumi Morita
Director Executive Board Director

Neng-Jong Lin Kenji Sakuma
By:___________________ By:___________________
Neng-Jong Lin Kenji Sakuma
Director General President and CEO

Date:february 8,2002 Date:February 14,2002