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sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to <br />secure materials and/or transportation; or, a restriction imposed by legislation, an <br />order or a rule or regulation of a governmental entity (a "Force Majeure Event"). <br />If such a circumstance occurs, the party whose performance is delayed or prevented <br />shall undertake reasonable action to notify the other party thereof. <br />b. Avoidance of Breach. Customer shall not be in breach of this Agreement in <br />connection with a payment delay due to a Force Majeure Event: (i) if Customer <br />undertakes all reasonable efforts to continue or resume its payment obligations; and <br />(ii) Customer does the earlier of the following: (a) immediately pays all delayed <br />payments and recommences regular payments once the Force Majeure Event no <br />longer delays or prevents Customer's ability to make payments, or (b) pays all <br />delayed payments and recommences regular monthly payments within sixty (60) <br />days after the date the Force Majeure Event first delayed or prevented payment, in <br />either case not later than thirty (30) days following the end of the term of the <br />applicable Order. <br />GEN 1.18 Intentionally Omitted <br />GEN 1.19 Insurance Coverage. <br />Xerox on behalf of itself and its Affiliates shall maintain the following limits of insurance <br />coverage during the term of this Agreement: <br />a. Where required by law, Workers Compensation, at statutory limits; <br />b. Employers Liability, with $1,000,000 limit of liability or at statutory limits, <br />whichever is greater; <br />C. Commercial General Liability, including Products -Completed Operations coverage <br />and Broad Form Contractual, with $2,000,000 limit of liability per occurrence for <br />Bodily Injury and Property Damage; <br />d. Where applicable, Automobile Liability, with a combined single limit of liability <br />of $2,000,000 per accident or at statutory limits, whichever is greater; <br />e. Umbrella Liability, with $5,000,000 limit of liability per occurrence; and <br />f. Professional Liability, with $2,000,000 limit of liability per occurrence. <br />GEN 1.20 Audits <br />Xerox will keep accurate records in support of the Charges for Services performed and <br />Products provided hereunder and shall, upon reasonable written request, make such relevant <br />records available to Customer for audit. Such records shall be kept for a period of three (3) <br />years following the invoice date for Services performed or Products provided, as the case <br />may be, to which such records apply (or for such longer period as required by applicable <br />law). Notwithstanding the foregoing, Xerox shall not be required to disclose information <br />deemed by Xerox to be confidential or proprietary (e.g., labor costs, benefit loads, parts <br />costs, equipment costs, etc.). In addition, Customer will: <br />a. provide at least sixty (60) days written notice to Xerox prior to any audit being <br />conducted; <br />b. ensure that any audit, inspection or verification is conducted during the hours of <br />normal operation of the Xerox's locations (or as otherwise agreed by the parties <br />from time to time); <br />C. as far as is commercially practicable, minimize disruption to Xerox's business; and <br />d. limit the frequency of such audits to no more than once per contract year. <br />FL -University of So. Florida Master Agreement 20 11/24/20187 <br />