【法规名称】
【颁布时间】 2002-02-14
【法规编号】 43558 什么是编号？
【正 文】
第2页 MEMORANDUM OF UNDERSTANDING BETWEEN THE BUREAU OF STANDARDS, METROLOGY AND INSPECTION (BSMI) AND THE JAPAN QUALITY ASSURANCE ORGANIZATION (JQA)
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[接上页] of document delivered in conjunction with this MOU by BSMIwhich is not caused by JQA. Said indemnification also sha-ll include all legal fees and defense expenses incurred bythe indemnitee unless otherwise specified herein. 3.6.2 JQA shall indemnify and hold harmless BSMI, its successorsand 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 consequenceout of: (i) any breach or violation of this MOU by JQA; (ii) 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, thenature 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 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 thedefense 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 ofthe indemnitor.The indemnitee shall make available to t-he indemnitor or its representatives all records and othermaterials reasonably required to contest any claim, and s-hall cooperate fully with the indemnitor in the defense ofall 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 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 referto 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 inany 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 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. 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 ofinfluence or control of customers. 4.0 GOVERNING LAW AND JURISDICTION 4.0.1 This MOU shall be governed by and construed in accordancewith the laws of England.The parties hereto shall striveto settle any disputes amicably between themselves. Any c-ontroversy or claim arising under, out of, in connection |
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