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e. to acquire or continue maintenance, repair and software support services, without <br />charge to Xerox, for all Customer Assets that Customer permits Xerox to use or <br />access; <br />f. to provide Xerox with access to appropriate members of Customer personnel, <br />as reasonably requested by Xerox, in order for Xerox to perform the Services or <br />provide Products; <br />g. to respond to and provide such documentation, data and other information as <br />Xerox reasonably requests in order for Xerox to perform the Services or <br />provide Products; <br />h. to contract for the minimum types and quantities of Equipment and Consumables <br />required by Xerox to perform the Services (as set out in the applicable Order); <br />i. that, as between Xerox and Customer, Customer alone is responsible for backing <br />up its Customer Content and Xerox shall not be responsible for Customer's failure <br />to do so. <br />that Xerox is not responsible for determining whether Customer Content that may <br />be provided to Xerox for duplication, scanning or imaging may be duplicated, <br />scanned, or imaged without violating a third party's intellectual property rights. <br />GEN 1.8 Warranties <br />a. Mutual Warranties. Each party represents and warrants to the other, as an <br />essential part of this Agreement, that: <br />i. it is duly organized and validly existing and in good standing under the laws <br />of the state of its incorporation or formation; <br />ii. this Agreement has been duly authorized by all appropriate action for <br />execution; <br />iii the individuals signing this Agreement are duly authorized to do so; <br />iv. to its knowledge, it is under no obligation or restriction and will not assume <br />any such obligation or restriction, that does or would in any way interfere <br />or conflict with or would present a conflict of interest concerning the <br />obligations set forth under this Agreement; and <br />V. it will comply with all laws applicable to the performance of its obligations <br />under this Agreement. <br />b. Xerox Warranties. <br />Services Warranty. Xerox warrants to the Customer that the Services and <br />Maintenance Services will be performed in a professional and workmanlike <br />manner by Xerox personnel with appropriate training, experience and skills <br />in accordance with the applicable Order. If the Services or Maintenance <br />Services do not meet specifications, Customer will notify Xerox in writing <br />detailing its concerns and, within 10 days following Xerox's receipt of such <br />notice, Xerox and Customer will meet, clarify the Customer's concern(s) <br />and begin to develop a corrective action plan. As Customer's exclusive <br />remedy for Xerox's non-compliance: <br />(a) if a specific remedy is set out in a particular Order, that remedy shall <br />apply; <br />(b) if no specific remedy applies, Xerox will correct the failure within sixty <br />(60) days of finalizing the plan, or in such other time period <br />FL -University of So. Florida Master Agreement 11 11/24/201178 <br />