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b. Xerox Compliance. Xerox's processing of the Customer Content is, and will at all times be, conducted in compliance with Xerox's privacy policies and with applicable Privacy Laws. Xerox's Safeguards. Xerox has adopted reasonable physical, technical and organizational safeguards designed to prevent accidental, unauthorized or unlawful loss, disclosure, access, transfer or use of Customer Content. Xerox will promptly notify, but in no event longer than five (5) days, Customer in the event of any known unauthorized access to or use of the Customer Content. d. Customer Compliance. Customer represents that it has been given or has obtained all consents of subjects of personal data as may be required by applicable Privacy Laws for the performance of the Services. In particular, as required by the applicable Privacy Laws in the states in which the Services are performed, Xerox and Customer acknowledge: i. the scope and reasons for the management of personal data; ii. the legal basis for the sharing of this personal data; iii. the consequences resulting from any refusal to share any personal data; iv. the scope and extent of the exchange of personal data in support of this Agreement and the applicable Order(s); and V. the rights granted to the parties under the applicable Privacy Laws and this Agreement. e. Consent. Where applicable Privacy Laws require the Customer's express consent to be given to Xerox in order to process personal data, Section GEN 1.14(a) shall be sufficient for such purpose. The Customer also expressly consents to the processing of personal data by Xerox's subcontractors or other third parties who need to process such personal data in performing the Services, so long as such sub- contractors have agreed to the confidentiality and data protection/privacy provisions of this Agreement. GEN 1.15 Governing Law and Jurisdiction a. This Agreement, each respective Order, and any dispute or claim arising out of or in connection with this Agreement or such Order, shall be governed by and construed in accordance with the laws of Florida, without regard to its conflict of law provisions and submitted to the exclusive jurisdiction of the federal and state courts of Tampa, Florida. b. The parties consent to the exclusive jurisdiction of the courts specified in subsection a above, and expressly waive any objection to the jurisdiction or convenience of such courts. C. Waiver of Jury Trial. In any action to enforce this Agreement or any Order hereunder, the parties agree to waive their right, if any, to a jury trial. GEN 1.16 Intentionally Omitted GEN 1.17 Force Majeure a. General. Except for Customer's payment obligations, neither party shall be liable to the other during any period in which a party's performance is delayed or prevented, in whole or in part, by a circumstance beyond its reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of FL -University of So. Florida Master Agreement 19 11/24/201186