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Intellectual Property only for purposes of providing Services or Products under this <br />Agreement or an Order. Xerox shall not use Customer Intellectual Property for any <br />other purpose. Xerox agrees not to decompile or reverse engineer any Customer <br />Intellectual Property. Except as expressly set forth in this Agreement, no rights to <br />any Customer Intellectual Property are granted to Xerox. <br />b. Xerox Intellectual Property. Ownership of and title in and to all Xerox Intellectual <br />Property will remain with Xerox or its licensors. Customer shall not use Xerox <br />Intellectual Property for any purpose except as expressly set forth in this Agreement <br />or in an Order. Customer agrees not to decompile or reverse engineer any Xerox <br />Intellectual Property. Except as expressly set forth in this Agreement, no rights to <br />any Xerox Intellectual Property are granted to Customer. <br />C. Ownership of Output of Services and License to Xerox Intellectual Property. <br />Except to the extent that the Output of Services may incorporate any Xerox <br />Intellectual Property, the Output of Services shall be the sole and exclusive <br />property of Customer, and Xerox shall gain no rights therein, except as may be <br />required for Xerox to perform Services. Xerox hereby assigns, grants, conveys, and <br />transfers to Customer all rights in and to the Output of Services (excluding any <br />incorporated Xerox Intellectual Property). To the extent that the Output of Services <br />may incorporate any Xerox Intellectual Property, Xerox grants Customer a non- <br />exclusive, perpetual (subject to revocation for default under this Agreement or the <br />applicable Order), fully paid-up, worldwide right to use, display and reproduce the <br />Xerox Intellectual Property only as required for use of the Output of Services for <br />Customer's customary business purposes and for the purpose set forth in the <br />applicable Order and not for resale, license or distribution outside of Customer's <br />organization. <br />d. Xerox Tools. Xerox Tools may be used by Xerox to provide certain Services. Xerox <br />and its licensors will, at all times, retain all right, title and interest in and to the Xerox <br />Tools and, except as expressly set forth herein, no rights to Xerox Tools are granted <br />to Customer. Xerox Tools will be installed and operated only by Xerox or its <br />authorized agents. Customer will not decompile or reverse engineer any Xerox Tools. <br />Customer will have access to data and reports generated by the Xerox Tools and <br />stored in a provided database as set forth in the applicable Order, but Customer will <br />have no rights to use, access or operate the Xerox Tools. Xerox may remove the <br />Xerox Tools at any time in its sole discretion, provided that the removal of Xerox <br />Tools will not affect Xerox's obligations to perform Services, and Customer shall <br />reasonably facilitate such removal. <br />e. Xerox Customer Tools. Xerox grants to Customer a non-exclusive, non- <br />transferable, non -assignable (by operation of law or otherwise) license to install, <br />use and access the Xerox Customer Tools only for the purpose of receiving the <br />Services for which they were provided. Customer has no other rights to the Xerox <br />Customer Tools and, in particular, may not: (i) distribute, copy, modify, create <br />derivatives of, decompile, or reverse engineer the Xerox Customer Tools, except <br />as permitted by applicable law; or, (ii) allow others to engage in same. Title to the <br />Xerox Customer Tools and all copyrights and other intellectual property rights in <br />it shall, at all times, reside solely with Xerox and its licensors. Certain Xerox <br />Customer Tools may be subject to mandatory third party flow -down terms and <br />conditions, which will be provided separately with the applicable Xerox Customer <br />Tool(s). <br />f. Data Collection and Use. When the Xerox Tools or Xerox Customer Tools are <br />installed on Customer's network, the Xerox Tools or Xerox Customer Tools <br />automatically collect data ("Data") from all of the Equipment and Third Party <br />FL -University of So. Florida Master Agreement 13 11/24/2017A <br />80 <br />