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THIS MASTER AGREEMENT, including any Schedules attached hereto which are incorporated by reference, is effective as of 4th day of May, 2018 ("Effective Date"), by and between Xerox Corporation ("Xerox"), a corporation with its corporate offices at 201 Merritt 7, Norwa% CT 06851, and the University of South Florida Board of Trustees, a public body corporate, 4202 Fowler East Ave — SVC 4010, Tampa, FL 33620 ("University"). BACKGROUND A. This Agreement is done in accordance with the Invitation To Negotiate ITN -17 -16 -MH (the "ITN") that has been awarded to Xerox, and serves as a master agreement to enable Xerox and Customer and their respective Affiliates in different jurisdictions to contract with each other under this Master Agreement's terms and conditions. B. Xerox and Xerox Affiliates wish to provide Services and Products and Customer and Eligible Entities wish to procure Services and Products and may contract for such by incorporating the terms set forth herein and setting forth any additional terms as appropriate and required. C. Individual standalone transactions between Xerox and Xerox Affiliates and Customer and Eligible Entities (as applicable) for the acquisition of Products will utilize an Order. Orders may also include the provision of Maintenance Services and Consumables. D. The acquisition of Services will be done under the auspices of an Order, (i) for the Customer and its Direct Support Organizations, placed under a Services Contract that is established under the Services Module; or (ii) for Non -Affiliated Eligible Entities, placed under a Services Contract under a Services Agreement that is established using a Services Master Agreement signed by both parties and of the type included as the SMA Module herein. DEFINITIONS DEF 1. DEFINITIONS The following definitions apply unless otherwise specified in an Order. Any defined terms not specifically identified below shall have the meaning set forth in the Agreement. Affiliate(s) means a Xerox Affiliate(s) and/or an Eligible Entity(ies). Agreement means this agreement and any Schedules attached hereto. Application Software means software and accompanying Documentation specifically identified in an Order that allows Equipment or Third Party Hardware to perform functions beyond those enabled by its Base Software. Assessment means a written report including Xerox's recommendations and any applicable assessment of Customer's existing network and infrastructure and requirements, but excluding any Customer Confidential Information, as more fully described in an Order. Base Software means software and accompanying Documentation embedded, installed, or resident in Equipment that is necessary for operation of the Equipment in accordance with published specifications (i.e., operating system software). Cartridges means Equipment components designated by Xerox as customer -replaceable units, including copy or print cartridges and xerographic modules or fuser modules. Charges mean the fees payable by Customer for Services or Products as specified in the applicable Order. FL -University of So. Florida Master Agreement 2 11/24/2011 69