Neiman Marcus 2009 Annual Report Download - page 310

Card, other consumer loan portfolio and other customer databases; provided that (unless
such amounts are paid out of the NMG Marketing Fund or are paid out of the Joint
Marketing Fund pursuant to the Marketing Plan) the NMG Companies shall be
responsible for all out-of-pocket expenses of all marketing materials and mailing services
at cost;
(ii) provide such reasonable assistance to NMG and its Affiliates as NMG may request in connection with the
training of personnel of NMG and its Affiliates regarding the Program, including providing training materials developed by
Bank and approved by the Management Committee;
(iii) collaborate with the NMG Companies to identify and test marketing initiatives (using Bank's resources);
provided that (unless such amounts are paid out of the NMG Marketing Fund or are paid out of the Joint Marketing Fund
pursuant to the Marketing Plan) the NMG Companies shall be responsible for all out-of-pocket expenses of test marketing at
cost requested in connection with the Program; and
(iv) provide models and modeling support, which may include Cardholder attrition models, prospect marketing
models and other tools designed to improve Program performance.
(b) Following the Effective Date, Bank shall, at its sole expense, retain a mutually agreed upon third party to
conduct surveys of Cardholder perception and satisfaction on a regular, periodic basis regarding the NMG Credit Cards and the
Program but in no event less frequently than annually. Such surveys shall be in a form and employ reasonable methodologies
developed in consultation with the NMG Companies and shall provide for a level of information reasonably acceptable to NMG.
Bank shall make available to the NMG Companies the results of such surveys as well as all associated work papers promptly
following completion thereof.
5.5 Approved Ancillary Products. Except for the Approved Ancillary Products, the NMG Credit Cards and the
Non-Card Payment Plans, Bank and its Affiliates shall not offer (except as directed by NMG) any goods or services to Cardholders or
through the Program. From time to time, Bank may propose to solicit Cardholders for products or services other than the foregoing.
If the NMG Companies, in their sole and absolute discretion, agree to permit such solicitation, such solicitation shall only be permitted
on the terms (including terms relating to the compensation of the NMG Companies with respect thereto) agreed by the NMG
Companies.
5.6 Marketing Plan.
(a) For each Fiscal Season, the NMG Companies shall develop, in consultation with Bank, and on or before
the thirtieth (30th) day prior to the commencement of such Fiscal Season, the Marketing Committee shall approve, a Marketing Plan
for such Fiscal Season.
(b) At least once per calendar year, the Management Committee shall consider (to the extent such terms and
conditions are publicly known or otherwise known and not
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