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GEN 1.8 — INTELLECTUAL PROPERTY OWNERSHIP
<br />a. Customer Intellectual Property. Customer grants to Xerox a non-exclusive, royalty -
<br />free, fully -paid up, worldwide license to use Customer Intellectual Property, Customer
<br />Content and Output of Services only for purposes of, and only to the extent required for,
<br />providing Services, Maintenance Services or Products under this Agreement. Xerox
<br />agrees not to decompile or reverse engineer any Customer Intellectual Property. Except
<br />as expressly set forth in this Agreement, no rights to any Customer Intellectual Property
<br />are granted to Xerox.
<br />b. Ownership of Output of Services and License to Xerox Intellectual Property.
<br />Except to the extent that the Output of Services may incorporate any Xerox Intellectual
<br />Property, the Output of Services shall be the sole and exclusive property of Customer.
<br />To the foregoing extent, Xerox hereby assigns, grants, conveys, and transfers to
<br />Customer all rights in and to the Output of Services for the applicable Order. To the
<br />extent that the Output of Services may incorporate any Xerox Intellectual Property, Xerox
<br />grants Customer a non-exclusive, perpetual, fully paid-up, worldwide right to use, display
<br />and reproduce the Xerox Intellectual Property only as required for use of the Output of
<br />Services for Customer's customary business purposes and not for resale, license or
<br />distribution outside of Customer's organization. If XDM Customer Views are to be
<br />provided under an SOW, Xerox grants Customer a limited license to access and use the
<br />XDM Customer Views only for the purpose of receiving Services under the SOW.
<br />Customer agrees not to decompile or reverse engineer any Xerox Intellectual Property.
<br />Except as expressly set forth in this Agreement, no rights to any Xerox Intellectual
<br />Property are granted to Customer.
<br />C. Xerox Tools. Xerox Tools may be used by Xerox to provide certain Services. Xerox and
<br />its licensors will at all times retain all right, title and interest in and to Xerox Tools including
<br />without limitation, all intellectual property rights therein, and, except as expressly set forth
<br />herein, no rights to use, access or operate the Xerox Tools are granted to Customer.
<br />Xerox Tools will be installed and operated only by Xerox or its authorized agents.
<br />Customer will not decompile or reverse engineer any Xerox Tools, or allow others to
<br />engage in same. Customer will have access to Data and reports generated by the Xerox
<br />Tools and stored in a provided database as set forth in the applicable SOW. Xerox may
<br />remove Xerox Tools at any time in Xerox's sole discretion, provided that the removal of
<br />Xerox Tools will not affect Xerox's obligations to perform Services, and Customer shall
<br />reasonably facilitate such removal.
<br />d. Xerox Client Tools. Xerox grants to Customer a non-exclusive, non -transferable, non -
<br />assignable (by operation of law or otherwise) license to install, use and access the Xerox
<br />Client Tools only for the purpose of receiving the Services for which they were provided.
<br />Customer may not: (i) distribute, copy, modify, create derivatives of, decompile, or reverse
<br />engineer the Xerox Client Tools, except as permitted by applicable law; or, (ii) allow others
<br />to engage in same. Title to the Xerox Client Tools and all intellectual property rights therein
<br />shall, at all times, reside solely with Xerox and its licensors. Certain Xerox Client Tools may
<br />be subject to mandatory third party flow -down terms and conditions, which will be provided
<br />separately.
<br />e. Data Collection and Use. Data collected by the Xerox Tools is transmitted by a Xerox
<br />Tool to a remotely hosted server that hosts other Xerox Tools. The automatic data
<br />transmission capability will not allow Xerox to read, view or download any Customer
<br />documents or other information residing on or passing through the Equipment or Third
<br />Party Hardware or Customer's information management systems.
<br />GEN 1.9 — INDEMNIFICATION
<br />General Indemnification. Xerox and, to the extent allowed by applicable law, the
<br />Customer, if promptly notified and given the right to control the defense, shall indemnify,
<br />defend and hold harmless the other party, its Affiliates, and their respective officers,
<br />directors, employees, agents, successors and assigns, from and against all claims by a
<br />third party for losses, damages, costs or liability of any kind (including expenses and
<br />FL -University of So. Florida Master Agreement (Schedule A) 9 11/26/2017
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