Neiman Marcus 2008 Annual Report Download - page 234

inevitable disclosure or use of Confidential Information for the Competitor's benefit or to the detriment of NMG or its Affiliates.
The Executive acknowledges and agrees that the restrictions contained in this Paragraph 9 are ancillary to an
otherwise enforceable agreement, including without limitation the mutual promises and undertakings set forth in Paragraph 8; that
NMG's promises and undertakings set forth in Paragraph 8, the Executive's position and responsibilities with NMG, and NMG
granting to the Executive ownership in NMG in the form of NMG stock, give rise to NMG's interest in restricting the Executive's post-
employment activities; that such restrictions are designed to enforce the Executive's promises and undertakings set forth in this
Paragraph 9 and his common-law obligations and duties owed to NMG and its Affiliates; that the restrictions are reasonable and
necessary, are valid and enforceable under Texas law, and do not impose a greater restraint than necessary to protect NMG's goodwill,
Confidential Information, and other legitimate business interests; that he will immediately notify NMG in writing should he believe or
be advised that the restrictions are not, or likely are not, valid or enforceable under Texas law or the law of any other state that he
contends or is advised is applicable (the "Enforceability Notification"); that the mutual promises and undertakings of NMG and the
Executive under Paragraphs 8 and 9 are not contingent on the duration of the Executive's employment with NMG; and that absent the
promises and representations made by the Executive in this Paragraph 9 and Paragraph 8, NMG would require him to return any
Confidential Information in his possession, would not provide the Executive with new and additional Confidential Information, would
not authorize the Executive to engage in activities that will create new and additional Confidential Information, and would not enter or
have entered into this Agreement. Notwithstanding the foregoing, NMG agrees that the Executive's conduct in providing the
Enforceability Notification under this Paragraph 9(d) shall not constitute a waiver of any attorney-client privilege between the
Executive and his attorney(s).
10. Intellectual Property.
(a) In consideration of NMG's promises and undertakings in this Agreement, the Executive agrees that all
Work Product will be disclosed promptly by the Executive to NMG, shall be the sole and exclusive property of NMG, and is hereby
assigned to NMG, regardless of whether (i) such Work Product was conceived, made, developed or worked on during regular hours of
his employment or his time away from his employment, (ii) the Work Product was made at the suggestion of NMG; or (iii) the Work
Product was reduced to drawing, written description, documentation, models or other tangible form. Without limiting the foregoing,
the Executive acknowledges that all original works of authorship that are made by the Executive, solely or jointly with others, within
the scope of his employment and that are protectable by copyright are "works made for hire," as that term is defined in the United
States Copyright Act (17 U.S.C., Section 101), and are therefore owned by NMG from the time of creation.
(b) The Executive agrees to assign, transfer, and set over, and the Executive does hereby assign, transfer, and
set over to NMG, all of his right, title and interest in and to all Work Product, without the necessity of any further compensation, and
agrees that NMG is entitled to obtain and hold in its own name all patents, copyrights, and other rights in respect of all Work Product.
The Executive agrees to (i) cooperate with NMG during and after his employment with NMG in obtaining patents or copyrights or
other intellectual-property
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