Neiman Marcus 2008 Annual Report Download - page 606

(b) Joint Intellectual Property. Each Party shall have the right to use, license and otherwise exploit jointly owned Intellectual
Property without any restriction or obligation to account to the other Party; provided, however, that no such jointly owned Intellectual
Property shall be used by Bank in connection with any Comparable Partner Program or Competing Retail Program without the prior
written consent of NMG. Patents and patentable inventions shall be deemed to be owned jointly, as between the Parties, only if the
respective personnel of each Party are deemed co-inventors under the patent law, and (ii) software and other works of authorship and
associated copyrights shall be deemed to be jointly owned only if the Parties are deemed co-authors or co-owners of such software or
other work of authorship under the copyright law. Any other Intellectual Property developed by a substantially equal investment of
time, human, intellectual and financial resources by each Party during the Term of this Agreement shall be owned jointly by the
Parties. By way of example and not of limitation, a Party shall not be a joint owner of any such Intellectual Property if its contribution
thereto consists solely of data, unless that is the only contribution of the other Party. Otherwise, all patents, patentable inventions,
software, other works of authorship and related copyrights and all other Intellectual Property (and any improvements thereto) shall be
deemed to be owned solely by one Party. Thus, to the extent that a work created by one Party is based on or incorporates Intellectual
Property of the other Party, but the Parties are not joint owners as set forth above, then one Party shall be the sole owner of the
Intellectual Property in the underlying work and the other Party shall be the sole owner of the Intellectual Property in the new work.
Any information or data provided by or on behalf of one Party to the other Party remains, as between the Parties, the sole property of
the providing Party, and if applicable, shall be considered "Confidential Information" under Section 13.1. Any Intellectual Property,
systems or networks of a Party used to process, store or analyze information or data of the other Party remain, as between the Parties,
the sole property of the first Party.
(c) During and after the Term of this Agreement, each Party may use, license or otherwise exploit (or permit others to do so) any
jointly owned Intellectual Property referenced herein solely at its own risk.
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1 General Representations and Warranties of NMG. Except as Previously Disclosed, NMG makes the following
representations and warranties to the Bank Companies as of the date hereof and as of the Effective Date:
(a) Corporate Existence. Each NMG Company: (i) is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation; (ii) is duly licensed or qualified to do business and is in good standing as a foreign
corporation in all jurisdictions in which the conduct of its business or the activities in which it is engaged makes such licensing or
qualification necessary, except to the extent that its non-compliance would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on the
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