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customers, including in marketing materials. Xerox may disclose the identity and address <br />of Customer to Xerox's third party licensors if contractually required for royalty reporting <br />purposes. <br />Unilateral Cancellation/Public Records Law. (applicable to State and Local Florida <br />Government Customers only) Notwithstanding any confidentiality provisions in this <br />Agreement, as an agency or subdivision of the State of Florida, Customer is subject to <br />Chapter 119, Florida Statutes ("Florida Public Records Act"). As such, this Agreement <br />and all associated materials and information may be considered a "public record." While <br />Customer will endeavor not to voluntarily disclose this Agreement or other associated <br />information, it reserves the absolute right to interpret its legal obligations under the Florida <br />Public Records Act. Any necessary disclosure of this Agreement or any other information <br />pursuant to a public records request shall not be considered a breach of any <br />confidentiality provisions. <br />Further, Xerox may be considered a contractor of a public agency as defined in § <br />119.0701(1)(b), and may be required by law to keep and maintain public records related to <br />its services; provide copies of, or allow inspection of, such public records to Customer upon <br />request; and ensure that exempt or confidential and exempt records are not disclosed <br />except as authorized by law. Upon completion of this Agreement or performance of the <br />services, Xerox may transfer all public records related to the services to Customer, at no <br />cost to Customer, or may keep such public records in accordance with the applicable state <br />record retention requirements. If Xerox chooses to transfer such records to Customer, <br />Xerox shall destroy any duplicate records in its possession that are exempt or confidential <br />and exempt from disclosure. <br />CUSTOMER CANNOT PROVIDE LEGAL ADVICE TO <br />XEROX REGARDING ITS LEGAL DUTIES. HOWEVER, <br />XEROX MAY CONTACT CUSTOMER'S CUSTODIAN OF <br />PUBLIC RECORDS AT <INSERT EMAIL> OR <INSERT <br />PHONE> IF XEROX HAS QUESTIONS REGARDING THE <br />APPLICATION OF CHAPTER 119, FLORIDA STATUTES TO <br />XEROX'S DUTY TO PROVIDE AND MAINTAIN PUBLIC <br />RECORDS RELATING TO THIS AGREEMENT. <br />Customer may unilaterally cancel the Agreement for refusal by Xerox to comply with the <br />provisions of Chapter 119, Florida Statutes. <br />C. Exclusions. The obligations of confidentiality will not apply to any Confidential Information <br />that: (1) was in the publicly available prior to, at the time of, or subsequent to the date of <br />disclosure through no fault of the receiving party; (2) was rightfully in the receiving party's <br />possession or the possession of any third party free of any obligation of confidentiality; or <br />(3) was developed by the receiving party's employees independently of and without <br />reference to any of the other party's Confidential Information. <br />d. Return of Information. Upon termination or expiration of this Agreement or an Order, <br />except as otherwise set forth hereunder, each party shall cease use of the other party's <br />Confidential Information and other data and, upon request, shall (1) return all such <br />Confidential Information and any copies thereof, or (2) permanently destroy <br />suchConfidential Information and certify that such Confidential Information has been so <br />destroyed; provided, however, that any obligations regarding removal of Customer <br />Confidential Information stored on hard drives on Equipment owned by Xerox and any <br />costs associated with such removal will be set forth in the applicable Order. <br />;. Disclosure under Legal Requirement. If the recipient of Confidential Information is <br />required to disclose Confidential Information pursuant to a court order or by law or <br />regulation, that party will (1) notify the disclosing party of the obligation to make such <br />disclosure, and (2) reasonably cooperate with the disclosing party if the disclosing party <br />FL -University of So. Florida Master Agreement (Schedule A) 13 11/26/2017 <br />216 <br />