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GEN 1.13 Confidentiality a. Obligation. Customer and Xerox acknowledge that, during the term of this Agreement and any Order hereunder, each party may be provided with or have access to, certain Confidential Information belonging to the other party. The parties will ensure that their employees comply with their respective corporate policies and procedures regarding the disclosure of Confidential Information. The parties agree to use the Confidential Information provided under this Agreement only for purposes directly related to the performance of obligations under this Agreement. The receiving party may not disclose Confidential Information to any third party unless such third party has a need to know such Confidential Information in order to perform under this Agreement and has agreed in writing to be bound by terms no less restrictive than those set forth herein. Each party shall be responsible for any breaches of the obligations in this Section by such third parties or employees. The receiving party shall protect the disclosing party's Confidential Information with the same degree of care that it uses to protect its own confidential information of like importance, but not less than reasonable care. Xerox may disclose the identity and address of Customer to Xerox's third party licensors if required for royalty reporting purposes. b. Unilateral Cancellation/Public Records Law. Notwithstanding any confidentiality provisions in this Agreement, as an agency or subdivision of the State of Florida, Customer is subject to Chapter 119, Florida Statutes ("Florida Public Records Act"). As such, this Agreement and all associated materials and information may be considered a "public record." While Customer will endeavor not to voluntarily disclose this Agreement or other associated information, it reserves the absolute right to interpret its legal obligations under the Florida Public Records Act. Any necessary disclosure of this Agreement or any other information pursuant to a public records request shall not be considered a breach of any confidentiality provisions. Further, Xerox may be considered a contractor of a public agency as defined in § 119.0701(1)(b), and may be required by law to keep and maintain public records related to its services; provide copies of, or allow inspection of, such public records to Customer upon request; and ensure that exempt or confidential and exempt records are not disclosed except as authorized by law. Upon completion of this Agreement or performance of the services, Xerox may transfer all public records related to the services to Customer, at no cost to Customer, or may keep such public records in accordance with the applicable state record retention requirements. If Xerox chooses to transfer such records to Customer, Xerox shall destroy any duplicate records in its possession that are exempt or confidential and exempt from disclosure. CUSTOMER CANNOT PROVIDE LEGAL ADVICE TO XEROX REGARDING ITS LEGAL DUTIES. HOWEVER, XEROX MAY CONTACT CUSTOMER'S CUSTODIAN OF PUBLIC RECORDS AT USFPURCHASINGAUSF.EDU OR 813-974-2481 IF XEROX HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES TO XEROX'S DUTY TO PROVIDE AND MAINTAIN PUBLIC RECORDS RELATING TO THIS AGREEMENT. Customer may unilaterally cancel the Agreement for refusal by Xerox to comply with the provisions of Chapter 119, Florida Statutes. FL -University of So. Florida Master Agreement 17 11/24/201184