Neiman Marcus 2002 Annual Report Download - page 111

into an attorney-client relationship with a Competitor. NMG acknowledges and agrees that Executive must have and continue to have
throughout his employment the benefits and use of its goodwill and Confidential Information in order to properly carry out his
responsibilities. NMG accordingly promises upon execution and delivery of this Agreement to provide Executive immediate access to
new and additional Confidential Information and authorize him to engage in activities that will create new and additional Confidential
Information. NMG and Executive thus acknowledge and agree that during Executive's employment with NMG and upon execution
and delivery of this Agreement he (a) has received, will receive, and will continue to receive, Confidential Information that is unique,
proprietary, and valuable to NMG, (b) has created, will create, and will continue to create, Confidential Information that is unique,
proprietary, and valuable to NMG, and (c) has benefited, will benefit, and will continue to benefit, including without limitation by way
of increased earnings and earning capacity, from the goodwill NMG has generated and from the Confidential Information.
Accordingly, Executive acknowledges and agrees that at all times during his employment by NMG and thereafter:
(a) he will comply in all respects with the Texas Disciplinary Rules of Professional Conduct;
(b) all Confidential Information shall remain and be the sole and exclusive property of NMG;
(c) he will protect and safeguard all Confidential Information;
(d) he will hold all Confidential Information in strictest confidence and not, directly or indirectly, disclose or divulge
any Confidential Information to any person other than an officer, director, or employee of NMG to the extent necessary for the proper
performance of his responsibilities unless authorized to do so by NMG, compelled to do so by law or valid legal process, or required
to do so by the Texas Disciplinary Rules of Professional Conduct;
(e) if he believes he is compelled by law or valid legal process or required by the Texas Disciplinary Rules of
Professional Conduct to disclose or divulge any Confidential Information, he will notify NMG in writing sufficiently in advance of
any such disclosure to allow NMG the opportunity to defend, limit, or otherwise protect its interests against such disclosure;
(f) at the end of his employment with NMG for any reason or at the request of NMG at any time, he will return to
NMG all Confidential Information and all copies thereof, in whatever tangible form or medium including electronic; and
(g) absent the promises and representations of Executive in this paragraph and paragraph 3 below, NMG would require
him immediately to return any tangible Confidential Information in his possession, would not provide Executive with new and
additional Confidential Information, would not authorize Executive to engage in activities that will create new and additional
Confidential Information, and would not enter or have entered into this Agreement or the Incentive Agreements.
3. In consideration of NMG's promises to provide Executive with new and additional Confidential Information and to authorize
him to engage in activities that will create new and
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