|
Hardware that appear on Customer's network or are locally connected to another
<br />device on Customer's network. The Data is transmitted to a remotely hosted server
<br />that hosts those Xerox Tools that perform analysis and reporting functions. Data
<br />may include, but is not limited to, product registration, meter read, supply level,
<br />device configuration and settings, software version, and problem/fault code data.
<br />The automatic data transmission capability will not allow Xerox to read, view or
<br />download the content of any of Customer's documents residing on or passing
<br />through the Equipment or Third Party Hardware or Customer's information
<br />management systems. Data may be used by Xerox for billing, report generation,
<br />supplies replenishment, ongoing and future site optimization and product
<br />improvement purposes.
<br />GEN 1.10 Indemnification
<br />a. General Indemnification. Xerox (and its Affiliates) and, to the extent allowed by
<br />applicable law, Customer shall indemnify, defend and hold harmless the other
<br />parry and respective officers, directors, employees, agents, successors and assigns,
<br />from and against all claims by a third party for losses, damages, costs or liability
<br />of any kind (including expenses and reasonable legal fees) that a court finally
<br />awards such party ("Claims") for bodily injury (including death) and damage to
<br />real or tangible property to the extent proximately caused by the indemnifying
<br />party (or its Affiliates') negligent acts or omissions or willful misconduct, in
<br />connection with this Agreement or any Order hereunder. Nothing in this
<br />Agreement shall be construed as an indemnification of Xerox by Customer.
<br />Customer warrants and represents that as a sovereign entity, it is self-insured.
<br />Customer assumes any and all risk of personal injury and property damage
<br />attributable to the negligent acts or omissions of Customer and the officers,
<br />employees, and servants thereof while acting within the scope of their employment
<br />by Customer. Xerox and Customer agree that nothing contained herein shall be
<br />construed or interpreted as (a) the consent of Customer and State of Florida, their
<br />agents and agencies to be sued except as provided for herein; or (b) a waiver of
<br />sovereign immunity by Customer and the State of Florida beyond that provided in
<br />§ 768.28, Florida Statutes.
<br />b. Intellectual Property Infringement Indemnification.
<br />i. Xerox Indemnification. Xerox shall indemnify, defend and hold harmless
<br />Customer, and their respective officers, directors, employees, agents,
<br />successors and assigns, for all Claims that Xerox Products, Output of
<br />Services (excluding Customer Content), or Services ("Indemnified Items')
<br />infringe a third party's patent or copyright or other intellectual property rights
<br />or otherwise misappropriates a third party's intellectual property. However,
<br />Xerox shall have no obligation under this subsection to the extent any Claim
<br />is based on or arises out of any: (1) modification or alteration to such Xerox
<br />Products, Output of Services or Services not approved in writing by Xerox;
<br />(2) any combination or use of the Xerox Products, Output of Services, or
<br />Services with any product, service, data, or apparatus that Xerox did not
<br />provide, or was not approved in writing by Xerox, if such combination forms
<br />the basis of such Claim; (3) use of the Xerox Products, Output of Services,
<br />or Services not in accordance with the applicable Documentation; (4)
<br />Customer's failure to use corrections or enhancements to the Xerox Products,
<br />Output of Services, or Services provided by Xerox, if such failure forms the
<br />basis of such Claim; (5) Services performed using Customer Assets,
<br />Customer Content or other materials provided to Xerox by Customer for
<br />which Customer failed to
<br />FL -University of So. Florida Master Agreement 14 11/24/201181
<br />
|