Neiman Marcus 2002 Annual Report Download - page 95

(c) Bergdorf must continue to prevent the dilution of its goodwill and unauthorized use or disclosure of its Confidential Information to
avoid irreparable harm to its legitimate business interests; (d) in the specialty retail business, his participation in or direction of
Bergdorf's day-to-day operations and strategic planning are an integral part of Bergdorf's continued success and goodwill; (e) given
his position and responsibilities, he necessarily will be creating Confidential Information that belongs to Bergdorf and enhances
Bergdorf's goodwill, and in carrying out his responsibilities he in turn will be relying on Bergdorf's goodwill and the disclosure by
Bergdorf to him of Confidential Information; (f) he will have access to Confidential Information that could be used by any Competitor
of Bergdorf in a manner that would irreparably harm Bergdorf's competitive position in the marketplace and dilute its goodwill; and
(g) he necessarily would use or disclose Confidential Information if he were to engage in competition with Bergdorf. Bergdorf
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. Bergdorf 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. Bergdorf and Executive thus
acknowledge and agree that during Executive's employment with Bergdorf 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 Bergdorf,
(b) has created, will create, and will continue to create, Confidential Information that is unique, proprietary, and valuable to Bergdorf,
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 Bergdorf has generated and from the Confidential Information. Accordingly, Executive acknowledges
and agrees that at all times during his employment by Bergdorf and thereafter:
(a) all Confidential Information shall remain and be the sole and exclusive property of Bergdorf;
(b) he will protect and safeguard all Confidential Information;
(c) 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 Bergdorf or NMG to the extent necessary
for the proper performance of his responsibilities unless authorized to do so by Bergdorf or compelled to do so by law or valid legal
process;
(d) if he believes he is compelled by law or valid legal process to disclose or divulge any Confidential Information, he
will notify Bergdorf in writing sufficiently in advance of any such disclosure to allow Bergdorf the opportunity to defend, limit, or
otherwise protect its interests against such disclosure;
(e) at the end of his employment with Bergdorf for any reason or at the request of Bergdorf at any time, he will return to
Bergdorf all Confidential Information and all copies thereof, in whatever tangible form or medium including electronic; and
(f) absent the promises and representations of Executive in this paragraph and paragraph 3 below, Bergdorf would
require him immediately to return any tangible Confidential
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