【法规名称】
【颁布时间】 2002-11-28
【法规编号】 42987 什么是编号？
【正 文】
第2页 MEMORANDUM OF UNDERSTANDING BETWEEN THE BUREAU OF STANDARDS, METROLOGY AND INSPECTION AND THE MANAGEMENT SYSTEM CERTIFICATION INSTITUTE
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[接上页] 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- |
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