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xx. Third Party Hardware means non -Xerox brand equipment.
<br />yy. Third Party Products means, collectively, Third Party Hardware and Third Party Software.
<br />zz. Third Party Software means non -Xerox brand software.
<br />aaa. Transaction Taxes means any and all Taxes that are required to be paid in respect of
<br />any transaction and resulting Charges under this Agreement and any transaction
<br />documents, including but not limited to sales, use, services, rental, excise, transaction -
<br />based gross receipts, and privilege Taxes.
<br />bbb. XDM Customer Views means a limited set of features such as printer error messages,
<br />basic printer status, troubleshoot (e.g., access printer web page, submit test page, reboot
<br />printer, retrieve audit logs) and upgrade printer (e.g., add upgrade file, delete upgrade
<br />file, run upgrade, delete upgrade task, restart upgrade task) that are available through
<br />the Xerox Tool known as Xerox Device Manager.
<br />ccc. Xerox Confidential Information means Confidential Information belonging to Xerox and
<br />includes, without limitation, whether marked as such or not, any services procedures
<br />manuals, Xerox Tools, Xerox Client Tools and Xerox Intellectual Property.
<br />ddd. Xerox Client Tools means certain proprietary software used to provide certain Services,
<br />and any modifications, enhancements, improvements thereto and derivative works
<br />thereof that are licensed to Customer in accordance with GEN 1.8(d).
<br />eee. Xerox Intellectual Property means all intellectual property and associated intellectual
<br />property rights including patent, trademark, service mark, copyright, trade dress, logo and
<br />trade secret rights which exist and belong to Xerox as of the Effective Date or that may
<br />be created by Xerox after the Effective Date, including without limitation, Software, Data,
<br />Remote Data, Xerox Tools and Xerox Client Tools, and excluding Customer Confidential
<br />Information and Output of Services.
<br />fff. Xerox Products means Equipment, Software and Consumable Supplies acquired pursuant
<br />to this Agreement.
<br />ggg. Xerox Tools means certain proprietary tools used by Xerox to provide certain Services,
<br />and any modifications, enhancements, improvements thereto and derivative works
<br />thereof.
<br />GENERAL MODULE
<br />GEN 1. — GENERAL
<br />The terms and conditions in this General (GEN) Module apply to all Services,
<br />Maintenance Services, and Products acquired by Customer under this Agreement.
<br />GEN 1.1— AGREEMENT STRUCTURE
<br />a. General Contract Structure. The parties intend for this Agreement to serve as a master
<br />agreement stating the terms and conditions governing separate transactions between (i)
<br />Xerox and Customer, and (ii) Xerox and Customer Affiliates. Xerox will provide, and
<br />Customer will procure, Services, Maintenance Services and/or Products in accordance
<br />with the terms and conditions stated in this Agreement, any Services Contract(s), and any
<br />applicable Orders.
<br />b. Orders and Services Contracts.
<br />Xerox may accept Orders either by its signature or by commencing
<br />performance. Xerox reserves the right to review and approve Customer's
<br />credit, or in the case of an Order by a Customer Affiliate, such Affiliate's credit,
<br />prior to acceptance of an Order and the entity placing the Order hereby authorizes
<br />Xerox or its agent to obtain credit reports from commercial credit reporting
<br />agencies for this purpose. If a Customer Affiliate establishes a Services Contract
<br />by placing an Order hereunder, it will be the "Customer" for the purposes of
<br />such Services Contract.
<br />FL -University of So. Florida Master Agreement (Schedule A) 5 11/26/2017
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