Laserfiche WebLink
seeks a protective order, but any costs incurred by the receiving party will be reimbursed by <br />the disclosing party, except for costs of the receiving party's employees. <br />Duration of Confidentiality Obligation. Except for Private Information and Xerox <br />Intellectual Property, the obligations set forth in this Section shall continue for one (1) year <br />after termination or expiration of this Agreement or the Order under which such Confidential <br />Information was disclosed, whichever occurs later. The duration of confidentiality obligations <br />with respect to Private Information shall be governed by applicable Privacy Laws. <br />Confidentiality obligations with respect to Xerox Intellectual Property shall continue so long <br />as it continues to be Xerox trade secrets, as defined by § 688.002(4), Florida Statutes, as <br />applicable.. <br />Residual Rights. Each party understands that the other party shall be free to use for any <br />purpose the Residuals resulting from access to Confidential Information as a result of the <br />performance of its obligations under an Order, provided that such party shall maintain the <br />confidentiality of such Confidential Information as provided herein. Neither party shall pay <br />royalties for the use of Residuals. However, the foregoing shall not be deemed to grant either <br />party a license under the other party's copyrights or patents. <br />GEN 1.13— DATA PROTECTION/PRIVACY <br />a. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with <br />the performance of Services, each party agrees to comply with the applicable provisions <br />of such Privacy Laws. <br />b. Xerox has adopted reasonable physical, technical and organizational safeguards <br />designed to prevent accidental, unauthorized or unlawful loss, disclosure, access, <br />transfer or use of Private Information. Xerox will promptly notify Customer in the event of <br />any known unauthorized or unlawful loss, disclosure, access, transfer or use of Private <br />Information. <br />GEN 1.14 — GOVERNING LAW AND JURISDICTION <br />This Agreement, each respective Order, and any dispute or claim arising out of or in connection with <br />this Agreement or such Order, shall be governed by and construed in accordance with the laws of <br />Florida without regard to its conflict of laws provisions and submitted to the exclusive jurisdiction of <br />the federal and state courts of Florida. The parties agree to waive their rights to a jury trial. <br />GEN 1.15 — RESERVED. <br />GEN 1.16— FORCE MAJEURE <br />Except for Customer's absolute and unconditional obligation to make all required payments of any <br />amounts not properly disputed under this Agreement, neither Customer nor Xerox shall be liable to <br />the other party during any period in which its performance is delayed or prevented, in whole or in <br />part, by a Force Majeure Event. If such a circumstance occurs, the party whose performance is <br />delayed or prevented shall undertake reasonable action to notify the other party thereof. <br />GEN 1.17 — INSURANCE COVERAGE <br />Xerox shall maintain the following limits of insurance 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 USD limit of liability or at statutory limits, whichever <br />is greater; <br />C. Commercial General Liability, including Products - Completed Operations coverage and <br />Broad Form Contractual, with $2,000,000 USD limit of liability per occurrence for Bodily <br />Injury and Property Damage; and, <br />d. Where applicable, Automobile Liability, with a combined single limit of liability of <br />$2,000,000 USD per accident or at statutory limits, whichever is greater. <br />GEN 1.18 — FUNDING (Applies To State & Local Government Customers Only) <br />Customer represents and warrants that all payments due and to become due during Customer's <br />current fiscal year are within the fiscal budget of such year and are included within an unrestricted <br />FL -University of So. Florida Master Agreement (Schedule A) 14 11/26/2017 <br />217 <br />