Neiman Marcus 2009 Annual Report Download - page 309

envelopes, subject to Applicable Law. Except as otherwise provided in the Marketing Plan, and except for Inserts required by
Applicable Law (which shall be paid for by Bank), the NMG Companies shall be responsible for the content of, and the cost of
preparing and printing, any such Inserts. If the insertion of Inserts in particular Billing Statements would increase the postage costs
for such Billing Statements, the NMG Companies agree to either pay for the incremental postage cost or prioritize the use of Inserts to
avoid postage cost over-runs. The NMG Companies shall retain all revenues they receive from all Inserts (other than any Inserts
promoting the NMG Credit Cards or Approved Ancillary Products that the NMG Companies may permit to be produced and
distributed in accordance with the Marketing Plan). Subject to NMG's prior written approval, which shall not be unreasonably
withheld, Bank may communicate with Cardholders in the Inserts about the Program as necessary for Bank to comply with its
obligations under this Agreement.
(b) Billing Statement Messages. NMG and its Affiliates shall have the exclusive right to use Billing
Statement (including electronic Billing Statement) messages and Billing Statement envelope (or electronic mail) messages in each
Billing Cycle to communicate with Cardholders, subject to Applicable Law. Such messages shall be included at no cost to the NMG
Companies. Notwithstanding the foregoing, any message required by Applicable Law shall take precedence over NMG's and its
Affiliates' messages. Subject to NMG's prior written approval, which shall not be unreasonably withheld, Bank may communicate
with Cardholders about the Program in the Billing Statements as necessary for Bank to comply with its obligations under this
Agreement.
5.4 Additional Marketing Support.
(a) Upon the request of NMG from time to time, Bank shall perform the following marketing functions at no
cost or expense to the NMG Companies:
(i) subject to Applicable Law and any contractual prohibitions to which Bank or its Affiliates are subject:
(A) use Bank's and its Affiliates' databases, analytic tools and market research and Bank's
marketing support services to assist NMG and its Affiliates in their promotion of the
NMG Channels, or the marketing and promotion of NMG Goods and Services, the NMG
Credit Cards or the Non-Card Payment Plans;
(B) conduct mailings and other related marketing efforts on behalf of NMG and its
Affiliates, which may include marketing materials promoting the Program, the NMG
Credit Cards and Non-Card Payment Plans, the NMG Channels and/or the NMG Goods
and Services at NMG's option, based upon the customer databases and customer database
analysis tools maintained by Bank and its Affiliates, including nonpersonally identifiable
transaction and experience data from Bank's and its Affiliates' Credit
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