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LIMITED TO AN AMOUNT EQUAL TO THE LESSER OF THE AMOUNT OF ALL <br />CHARGES PAID BY CUSTOMER TO XEROX UNDER THE ORDER UNDER <br />WHICH THE CLAIM AROSE (LESS PASS THROUGH EXPENSES SUCH AS, <br />WITHOUT LIMITATION, POSTAGE) IN THE TWELVE (12) MONTHS PRIOR TO <br />THE DATE UPON WHICH THE CLAIM AROSE OR $200,000. THE EXISTENCE <br />OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT <br />AND ANY ORDERS HEREUNDER WILL NOT ENLARGE OR EXTEND THIS <br />LIMITATION OF DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING <br />SET FORTH IN THIS SECTION GEN 1.11.b. SHALL LIMIT CUSTOMER'S <br />OBLIGATION TO PAY XEROX ALL CHARGES AND EXPENSES FOR <br />PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT. <br />C. EXCEPTIONS. THE LIMITATIONS SET FORTH IN SECTION GEN 1.11 SHALL <br />NOT APPLY WITH RESPECT TO: <br />EITHER PARTYS WILLFUL MISCONDUCT OR FRAUD; <br />ii. A PARTY EXCEEDING ITS RIGHTS, IF ANY, TO THE OTHER PARTY'S <br />INTELLECTUAL PROPERTY OR MISAPPROPRIATING OR INFRINGING THE <br />OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS AS GRANTED <br />UNDER THIS AGREEMENT. IN SUCH CASE, CUSTOMER'S LIABILITY <br />SHALL NOT EXCEED $200,000 PER CLAIMANT OR $300,000 IN <br />AGGREGATE. <br />GEN 1.12 Term and Termination <br />a. Term. This Agreement shall commence on the Effective Date and continue for a <br />term of five (5) years. The Customer may renew this Agreement for two additional <br />one (1) year periods upon written notice at least sixty (60) days prior to the <br />upcoming expiration. Each Order hereunder shall have its own term. In the event <br />the Agreement expires or is terminated, each Order in effect at such time shall <br />remain in full force and effect until the end of its term (including any extensions or <br />renewals thereof) and shall at all times be governed by, and be subject to, the terms <br />and conditions of this Agreement as if the Agreement were still in effect. <br />Termination of any Order shall not affect this Agreement or any other Orders then <br />in effect. <br />b. Termination for Cause <br />This Agreement may be terminated by either party immediately, or on expiration <br />of the notice period specified in the notice, by written notice to the other party: <br />i. if the other party commits a material breach of this Agreement (other than <br />as set forth in subsections ii. and iii. below) that is capable of being <br />remedied and such breach is not remedied within thirty (30) days following <br />the service of written notice related thereto; <br />ii. if Xerox is the party in material breach and the material breach relates to <br />the Services, Xerox shall have 60 days to cure the material breach; <br />iii. if Xerox does not receive any payment within fifteen (15) days after the <br />date it is due, in which case Customer will be considered to be in default; <br />or <br />iv. if the other party commits a material breach of this Agreement that is not <br />capable of being remedied;. <br />C. Survival. In the event of any termination or expiration of this Agreement, <br />any terms and conditions of this Agreement which by their nature extend beyond <br />termination or expiration of the Agreement will remain in effect until fulfilled, and apply to <br />the parties' and their respective successors and assigns. <br />FL -University of So. Florida Master Agreement 16 11/24/201183 <br />