MEMORANDUM OF UNDERSTANDING BETWEEN THE BUREAU OF STANDARDS, ME-
TROLOGY AND INSPECTION AND ITALIAN CERTIFICATION OF COMPANY QUA-
LITY SYSTEM
1.Preamble
1.1 The Breau of standards, Metrology and Inspection (BSMI) und-
er the Jurisdiction of the Ministry of Economic Affairs, its
address at:4 Chinan road, Section 1, Taipei, 100, Taiwan, r-
epublic of China, and the Italian certification of company
Quality Systems (CISQ), a juridical entity organized as not-
for-profit foundation under the Systems (CISQ), a juridical
entity organized as a not-for-profit foundation under the S-
ystems (CISQ), a juridical entity organized as a not-for-pr-
ofit foundation under the systems (CISQ), a juridical entity
organzied as a not-for-profit foundation under the laws of
Italy, having its address at:I-20138 Milano-Via Quintiliano,
41, Italy.
1.2 The BSMI is an organization which conducts assessments of t-
heir clients' quality management systems and registers such
systems is accordance with international standards and requ-
irements. Ths CISQ is multi-sector, independent, non-profit
Federation of Italian organization for the quality and comp-
any mangement system.
1.3 Both parties recognize the need to effectively respond to r-
equests for registration of quality management systems and
to minimize the costs and burdens on clients requesting such
registration. This MoUoutlines the arrangements between the
BSMI and the CISQ to facilitate the process of assessing and
registering quality management systems.
2.Purpose
2.1 This MoU is created to provide a mechanism whereby the BSMI
and the CISQ will cooperate to respond defficiently to requ-
ests for registration and to minimize costs and burdencs on
clients in the assessments and registration of quality mana-
gement systems according to the International Organization
for Standardization's latest ISO 9001 standard and other co-
mparable local standards in Taiwan and Italy. when current
versions of standards are changed, both parties agree to al-
low a grace period for the application of new version.
3.Scope
3.1 This MoU applies to the following parties:
(1) The BSMI
(2) The CISQ Certification Bodies including:
．Istituto di Certificazione della Qualita (CERTIQALITY)
．Assoc. Certificazione Tessile-Abbigliamento (CERTITEX)
．Certificazione Qualita Agroalimentare (CSQA)
．Istituto per la Certificazione della Qualita per le i-
ndustrie del Legno e dell'Arredamento (ICILA)
．Istituto Italiano di Garanzia della Qualita per i Pro-
dotti Metallurgici (IGQ)
．Istituto italizno dei Plastici (ⅢP)
．Istituto Italiano del Marchio di Qualita (IMQ)
．Registro Italiano Navale (RINA)
．La certificazione nei servizi, nell'agricoltura nel s-
ettore alimentare (CISQCERT)
3.2 This MoU applies to the following two situations:
3.2.1 Clients seeking registration of their quality management
systems from both parties.
3.2.2 Quality management systems first registered by one party
to 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 the MoU.
3.3 A client should apply for registration to the registrar loc-
ated in their home country. This party shall be the primary
Registrar, and shall be responsible for assessment and surv-
eillance. The other party may send its personnel to partici-
pate in the assessment and survillance as an observer, in o-
rder to inspect the on-site operation after gaining written
consent from the other party.
3.4 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 pupose of the other party issui-
ng its certificate of registration. each party reserves the
right to comment on or request additional information before
accepting the results of the other's assessment.
4.Training and Qualifications
4.1 Leas Assessors and Assessors must meet the minimum crteria
in accordance with curently accepted practies and guidelines
as followed by other qualified Registrars and other interna-
tional standards and practies.
5 Joint application Procedures
5.1 Separate applications and related information will be requi-
red from the clients for both the BSMI and the CISQ registr-
ation porgrams. Either party may accept application form and
related information on the other's behalf, provided such in-
formation is in accordance with both parties'registration p-
rograms.
5.2 A client seeking registration must submit documents describ-
ing its quality management systems to the Primary registrar.
5.3 The Lead Assessor of the assessment team will schendule a v-
isit with a client seeking registration at a time mutually
convenient for both the client and the assessment team.
The Lead Assessor will also be responsible for the coordina-
tino of arrangements, paperwork, etc., between the parties.
all such arrangements must be mutually aaceptable to each p-
arty.
5.4 Each party shall have the right to conduct the necessary ve-
rification and investingation for its registration and shall
have the right to determine the process relating to its reg-
istration.
6.Certificates
6.1 Each pary shall be responsible for issuance and control of
is certificate of registration.
6.2 In the event that joint registration is in effect, each par-
ty will notify the other if the clien's use of display of t-
he other's cerificate of registration and mark(s) is improp-
er.
7.Surveillance Visits
7.1 Follow-upvisits shall be conducted by the Primary Reguistrar
.
7.2 In the event of joint registration, routine follow-up visits
will be regularly scheduled and conducted annually.
8 Financial Considerations
8.1 Each party will independently determine and administer the
financial charges associated with its assessment and regist-
ration. accordingly, each party shall separately invoice the
client seekin registration, for its charges for the assessm-
ent and registration. Each party shall bear its own costs a-
nd expenses incurred in the assessment and registration.
9 Indemnification
9.1 The BSMI shall indemnify and hold harmless the CISQ, its su-
ccessors and assignees, directors, orricers, agents, adn em-
ployees against any and all damages, claims, losses, liabil-
ities, expenses, fines, penalties, or suits of whatever nat-
ure, from third parties which may, solely by an act or omis-
sion 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 of B
SMI's obligations under this MoU; and (iii)any negligent or
willful misrepresentation in any certificate of document de-
livered in conjunction with this MoU by the BSMI which is n-
ot caused by the CISQ. Said indemnification also shall incl-
ude all legal fees and defense expenses incurred by the ind-
emmitee.
9.2 The CISQ shall indemnify and hold harmless the BSMI, its cu-
ccessors and assignees, directors, officers, agents, and em-
ployees. and the R.O.C. govemment and the employees of the R
.O.C. goernment, against any and all damages, claims, looss-
es, liabilities, expenses, fines, penalties, or suits of wh-
atever nature, from third parties which may, solely by an a-
ct or omission of the CISQ, arise as a causal consequence o-
ut of: (i) any breach or violation of the MoU by the CISQ; (
ii) any negligent, fraudulent, defective, or delayed perfor-
mance of CISQ's obligations under the MoU; and (iii) any ne-
gligent or willful misrepresentation in any certificate of
document delivered in conjunction with this MoU by the Cisq
which is not caused by the BSMI. Said indemnification also
shall include all legal fees and defecse expenses incurred
by the indemnitee.
9.3 Upon obtaining Knowledge of facts which, at the sole discre-
tion of the CISQ or the BSMI (the "indemnitee", as applicab-
le), are determined to the sufficient to justify a claim for
indemnification under this MoU, the BSMI or the CISQ (the "
indemnitee"), shall promptly notify the other party (the "i-
ndemnitor") in writing of any damage, claim, loss, libabili-
ty, expense, fine, penalty or suit which the indemnitee has
determined has given or could give rise to a claim under cl-
auses 9.1 or 9.2 above (such written notice being a "Notice
of Claim"). A Notice of Claim shall specify, ion reasonable
detail, the nature of any such claims, and all facts releva-
nt thereto, giving rise to a claim for indemnification and
describing all action taken and to taken by the indemnitee
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, and
the indemnitee, at is expense, shall have the right to part-
icipate in the defense of the such claim. So long as the in-
demnitor is defending in good faith any such claim, the ind-
emnitee shall not settle or compromise such claim without c-
onsent of the indemnitor. The indemmitee shall make availab-
le to the indemnitor or its repressentatives all records and
other materials required to contest any claim, and shall co-
operate fully with the indemnitor in thedefense of all such
claims. The indemnitee shall have no obligation if the inde-
mnitor does not elect to defend any such claim. the indemni-
tor's obligation under clauses 9.1 or 9.2 above shall not be
affected in any way by its election to defend or not defend
any such claim.
9.5 Notwithstanding clauses 9.3 and 9.4 above, the parties ackn-
owledge that use of internal leagal staff may be most cost-
effective and able to provide the best defense. tehrefore,
the indemnitee shall have the right to utilize its own inte-
rnal legal staff, if any, to participate in the defense or
to defend itself and to retain local counsel, if and when a-
ppropriate. the indemnitor shall have no responsibility to
pay for any portion of a staff attorney's salary, counel's
time, or itme spent in defending said damages and claim; all
other defense expenses shall be reimbursed.
10.Adverising
10.1 It is not intended by this moU that the BSMI be or refer to
itself as a party "accredited" by the CISQ or any similar
description, or that the CISQ be or refer to itself as a p-
arty "accredited" by the BSMI or any other similar descrip-
tion. Neither party shall refer to or use the other's name,
logo or certification mark in any form of advertising, wit-
hout 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 behealf of the other party or to bind the other party
in any respect.
12.Independent organization
12.1 The BSMI and the CISQ are independent organizations not af-
filiated with, influenced nor controlled by customers in a-
ny manner that may affect their capacity to render assessm-
ents and registrations objectively and without bias. Speci-
fically, the BSMI and the CISQ must comply with the follow-
ing:
12.1.1 To not have any managerial affiliation with custormers.
12.1.2 That the resultes of thjeir work do not accrue any finan-
cial benefits to any custormers, via stock ownership or
the like.
12.1.3 To possess sufficient breadth of activity that the loss
or award of a specific contract to assess a customer's q-
uality management system would not be a determinative fa-
ctor in its financial well-being.
12.1.4 That the status of its personnel is free of influence or
control of customers.
13.Governing Law and jurisdiction
13.1 The parties hereto shall trive to settle or mitigate any d-
isputes amicably between themselves privately. Any controv-
ersy or claim arising under, out of, in connection with, or
relating to this MoU which cannot be settled or mitigated
amicably in private shall be subject to the jurisdiction of
Taipei District Court according to the legislation of Taiw-
an, if a suit is initiated by the CISQ, and subject to the
jurisdiction of Milano district Court according to the leg-
islation of Italy, if a suit is initiated by the BSMI.
14.General
14.1 both parties will provide the public with non-proprietary
information about quality management registration programs
and answer general questions.
14.2 Both parties will furnish the other with all necessary inf-
ormation reasonably required to ensure the effectiveness of
this MoU. Each party will refrain from voluntarily disclos-
ing to third parties secret information which is obtained
by the BSMI or the CISQ in confidence from a client, witho-
ut the clien's prior authorization in writing.
14.3 In the event where either party does not adhere to any of
the items stated in the 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 shall
remain effective until a notice of termination is given by
either pary. Termination of this MoU shall be by written n-
otice at least 90 days prior to the effective date of term-
ination.
15.By the signing of this MoU, both the BSMI and the CISQ agree
to uphold the terms and conditions herein in good faith and
with the aim of mutual goodwill.
***************
For:The Bureau of Standards, For:Italian Certification of
Metrology and inspection Company Quality Systems
(BSMI) (CISQ)
By:_________________________ By:_________________________
Neng-Jong Lin Dr.Fabio Roversi
Director General General Manager
Date:_______________________ Date:_______________________