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, under
the 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' quality
management systems and register such systems in accordance
with international standards and requirements.
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 MoU outlines the arrangements between the
BSMI 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 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 standards in Taiwan and Thailand. When current ver-
sions of standards are changed, both parties agree to allow
a grace period for the application of a new version.
3 Scope
3.1 Both the BSMI and the MASCI intend to offer their services
to 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 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 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 the
right to comment on or request additional information before
accepting 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 forms
and related information on the other's behalf, provided such
information is in accordance with both parties' registration
programs.
5.2 A client should apply for registration to the registrar loc-
ated in their home country. This party in such home country
in receipt of the application shall be the Primary Registrar
and shall be responsible for assessment and surveillance. T-
he other party may send its personnel to participate in the
assessment 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. The
Lead Assessor will also be responsible for the coordination
of arrangements, paperwork, etc., between the parties. All
such 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 shall
have 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 of
the 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 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 seeking registration, for its charges for the assess-
ment and registration. Each party shall bear its own costs
and 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 of
BSMI's obligations under this MoU; and (iii) any negligent
or willful misrepresentation in any certificate or document
delivered in conjunction with this MoU by the BSMI which is
not 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 the
R.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 an
act or omission of the MASCI, arise as a causal consequence
out 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 certificate
or document delivered in conjunction with this MoU by the M-
ASCI which is not caused by the BSMI. Said indemnification
also 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 for
indemnification 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 "Notice
of Claim"). A Notice of Claim shall specify, in 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 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, and
the indemnitee, at its expense, shall have the right to par-
ticipate in the defense of any such claim. So long as the
indemnitor is defending in good faith any such claim, the i-
ndemnitee shall not settle or compromise such claim without
consent 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 shall
cooperate 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 any
such 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 participate
in the defense or to defend itself and to retain local coun-
sel, if and when appropriate. The indemnitor shall have no
responsibility to pay for any portion of a staff attorney's
salary, 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 to
itself as a party "accredited" by the MASCI or any similar
description, 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 party
in 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 any
manner that may affect their capacity to render assessments
and 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 loss
or 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 any
disputes 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 jurisdiction
of Taipei District Court according to the legislation of T-
aiwan, if a suit is initiated by the MASCI, and subject to
the jurisdiction of Bangkok District Court according to the
legislation of Thailand, 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 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 of
the 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 shall
remain effective until a notice of termination is given by
either 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 agree
to uphold the terms and conditions herein in good faith and
with the aim of mutual goodwill.
* * * * * * *
For:The Bureau of Standards, For:The Management System
Metrology and Inspection Certification Institute
(BSMI) (MASCI)
By: ________________________ By: _______________________
Neng-Jong Lin Charnnawin Sookjamsai
Director General Executive Director
Date: ______________________ Date: _____________________