Neiman Marcus 2008 Annual Report Download - page 592

information security program that is designed to: (w) ensure the security and confidentiality of the Cardholder Data; (x) protect against
any anticipated threats or hazards to the security or integrity of the Cardholder Data; (y) protect against unauthorized access to or use
of the Cardholder Data; and (z) ensure the proper disposal of Cardholder Data; and provided, further, that each such existing
subcontractor and Future Subcontractor agrees to notify promptly Bank and the NMG Companies of any unauthorized disclosure, use,
or disposal of, or access to, Cardholder Data and to cooperate with Bank and the NMG Companies in any investigation thereof and
remedial action with respect thereto;
(ii) to its Affiliates, and its and such Affiliates' employees, attorneys and accountants with a need to know such
Cardholder Data in connection with a permitted use of such Cardholder Data under this Section 6.2; provided that (A) any such Person
is bound by terms substantially similar to this Section 6.2 as a condition of employment or of access to Cardholder Data or by
professional obligations imposing comparable terms; and (B) the NMG Companies shall be responsible for the compliance by each
such Person with the terms of this Section 6.2; or
(iii) to any Governmental Authority with authority over such NMG Company (A) in connection with an examination of
such NMG Company; or (B) pursuant to a specific requirement to provide such Cardholder Data by such Governmental Authority or
pursuant to compulsory legal process; provided that such NMG Company seeks the full protection of confidential treatment for any
disclosed Cardholder Data to the extent available under Applicable Law governing such disclosure, and with respect to clause (B), to
the extent permitted by Applicable Law, such NMG Company (1) provides at least ten (10) Business Days' prior notice of such
proposed disclosure to Bank if reasonably possible under the circumstances, and (2) seeks to redact the Cardholder Data to the fullest
extent possible under Applicable Law governing such disclosure.
(h) With respect to the sharing, use and disclosure of the Cardholder Data following the termination of this Agreement:
(i) the rights and obligations of the Parties under this Section 6.2 shall continue through any Termination Period;
(ii) if NMG exercises its rights under Section 17.2, Bank shall transfer its right, title and interest in the Cardholder Data to
NMG or its Nominated Purchaser as part of such transaction, and Bank's right to use and disclose the Cardholder Data shall terminate
upon the termination of the Termination Period; and
(iii) if NMG provides notice that it shall not exercise its rights under Section 17.2, NMG and its Affiliates' right to use and
disclose the Cardholder Data hereunder shall terminate upon the termination of the Termination Period.
6.3 NMG Shopper Data; NMG Prospect Data.
(a) Bank acknowledges that the NMG Companies gather information about purchasers of NMG Goods and Services and that
NMG and its Affiliates have rights to use and disclose such information independent of whether such information also constitutes
Cardholder
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