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Each party shall bear its own expenses in connection with such audit and ensure that any such audit is subject to all auditors executing appropriate confidentiality agreements with Xerox. GEN 1.21 Compliance with Laws and Policies a. Compliance with Laws. Xerox and Customer shall comply with all applicable laws and regulations in the performance of their respective obligations under this Agreement. It is the Customer's responsibility to ensure that the Customer's Facilities meet applicable health and safety requirements. b. Internal Policies. Xerox agrees to comply with Customer's internal policies provided to Xerox by the Customer (University Customer's regulations and policies can be found at http://regulationsi)olicies.usf.edu/) regarding security and safety at the Customer's Facilities that are reasonable and customary under the circumstances and which do not conflict with the terms of this Agreement. GEN 1.22 Funding (Applies To State & Local Government Customers Only) Customer represents and warrants that all payments due and to become due during Customer's current fiscal year are within the fiscal budget of such year and are included within an unrestricted and unencumbered appropriation currently available for the acquisition of the Products, and it is Customer's intent to use the Products for the entire initial term and to make all payments required under the Agreement or an Order. If (i) through no action initiated by Customer, Customer's governing body does not appropriate funds for the continuation of the Agreement or an Order for any fiscal year after the first fiscal year and has no funds to do so from other sources, and (ii) Customer has made a reasonable but unsuccessful effort to find an assignee within Customer's general organization who can continue the Agreement or an Order, the Agreement or the Order may be terminated. To effect this termination, Customer must, 30 days prior to the beginning of the fiscal year for which Customer's governing body does not appropriate funds for the upcoming fiscal year, notify Xerox that Customer's governing body failed to appropriate funds and that Customer has made the required effort to find an assignee. Customer's notice must certify that canceled Equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. Customer agrees to release the Equipment to Xerox and, when returned, the Equipment will be in good condition and free of all liens and encumbrances. Customer will then be released from any further payments obligations beyond those payments due for the current fiscal year. GEN 1.23 Miscellaneous a. Construction and Interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. The section and paragraph headings contained herein are for convenience of reference only and shall not be considered as substantive parts of this Agreement. The use of the singular or plural form shall include the other form and the use of the masculine, feminine or neuter gender shall include the other genders. In construing or interpreting this Agreement, the word "including" shall not be limiting and the word "hereunder" shall mean under this Agreement. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party. b. Copies of Agreement. Except as required by local law, both parties agree that any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) shall be considered an original. Xerox may retain a hardcopy, electronic image, photocopy or facsimile of this Agreement and each FL -University of So. Florida Master Agreement 21 11/24/201188