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Residuals means general ideas, concepts, know-how, methods, processes, technologies, techniques
<br />or information in non -tangible form, which may be retained in the unaided memory of persons who
<br />have had access to Confidential Information.
<br />Services means managed services (e.g. copy center and mailroom services), consultative services,
<br />and/or professional services, including, but not limited to, assessment, document management, and
<br />managed and centralized print services, as more fully described in the applicable Order. Standard
<br />back-office administrative and contract support functions, such as billing, contract management and
<br />order processing, are not Services, but are included in the pricing provided for the Services
<br />hereunder.
<br />Services Contract means one or more Orders having the same Services Contract number. Orders
<br />within a Service Contract are governed by the applicable terms and conditions of this Agreement
<br />and in each such Order.
<br />Service Level Agreements (or SLAB) means the levels of performance for the Services, if
<br />applicable, as set out in the applicable Order.
<br />Software means Base Software or Application Software.
<br />Supplier Equipment means Equipment or Third Party Hardware which is supplied by Xerox to the
<br />Customer during the term of an Order and which is subject to the Services described in the Order.
<br />Supplier Equipment may also be Leased Equipment or Purchased Equipment.
<br />Taxes means any and all taxes of any kind or nature, however denominated, imposed or collected
<br />by any governmental entity, including but not limited to federal, state, provincial, or local net
<br />income, gross income, sales, use, transfer, registration, business and occupation, value added,
<br />excise, severance, stamp, premium, windfall profit, customs, duties, real property, personal
<br />property, capital stock, social security, unemployment, disability, payroll, license, employee or other
<br />withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to
<br />tax or additional amounts in respect of the foregoing.
<br />Third Party Funds means funds Xerox provides to Customer to acquire Third Party Hardware or
<br />to license Third Party Software and/or to retire debt on existing Third Party Hardware.
<br />Third Party Hardware means non -Xerox brand equipment.
<br />Third Party Products means, collectively, Third Party Hardware and Third Party Software.
<br />Third Party Software means non -Xerox brand software.
<br />Transaction Taxes means any and all Taxes that are required to be paid in respect of any transaction
<br />and resulting Charges under this Agreement and any transaction documents, including but not
<br />limited to sales, use, services, rental, excise, transaction -based gross receipts, and privilege Taxes.
<br />Withholding Taxes means any and all Taxes or amounts that a Customer or Eligible Entity is
<br />required by applicable law to withhold or deduct from any Charge payable pursuant to this
<br />Agreement.
<br />Xerox Affiliate(s) means Xerox or the Xerox Affiliate(s) that contracts to provide Services or
<br />Products under this Agreement.
<br />Xerox Confidential Information has the meaning set forth in Section DEF 1 (Confidential
<br />Information).
<br />Xerox Customer Tools means certain proprietary software used to provide certain Services, and
<br />any modifications, enhancements, improvements thereto and derivative works thereof, that are
<br />licensed to Customer for their installation, use and access in accordance with the terms set forth in
<br />Section GEN 1.9(e).
<br />FL -University of So. Florida Master Agreement 5 11/24/201172
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