Neiman Marcus 2009 Annual Report Download - page 319

(ii) to its Affiliates, and its and such Affiliates' employees, attorneys and accountants, with a need to
know the NMG Shopper Data or NMG Prospect List in connection with a permitted use of the NMG
Shopper Data or NMG Prospect List under this Section 6.3; provided that (A) any such Person is bound by
terms substantially similar to this Section 6.3 as a condition of employment, of access to the NMG Shopper
Data or NMG Prospect List or by professional obligations imposing comparable terms; and (B) Bank shall
be responsible for the compliance by each such Person with the terms of this Section 6.3; or
(iii) to any Governmental Authority with authority over Bank (A) in connection with an examination
of Bank; or (B) pursuant to a specific requirement to provide the NMG Shopper Data or NMG Prospect
List by such Governmental Authority or pursuant to compulsory legal process; provided that Bank seeks
the full protection of confidential treatment for any disclosed NMG Shopper Data or NMG Prospect List, as
the case may be, to the extent available under Applicable Law governing such disclosure, and with respect
to clause (B), to the extent permitted by Applicable Law, Bank (1) provides at least [***] prior notice of
such proposed disclosure to NMG if reasonably possible under the circumstances, and (2) seeks to redact
the NMG Shopper Data or NMG Prospect List to the fullest extent possible under Applicable Law
governing such disclosure.
(e) Upon the termination of this Agreement, without limiting Bank's rights and obligations with respect to the
Cardholder Data pursuant to Section 17.5, Bank's rights to use and disclose the NMG Shopper Data and NMG Prospect List shall
terminate. Promptly following such termination, Bank shall return or destroy all the NMG Shopper Data and NMG Prospect Lists and
shall certify such return or destruction to the NMG Companies upon request.
ARTICLE VII
OPERATING STANDARDS
7.1 Reports.
(a) Within [***] after the end of each Fiscal Month or such other time as may be agreed by the Parties with
respect to particular reports, Bank shall provide to the Management Committee and NMG the reports specified in Schedule 7.1(a)(i)
(which reports shall be reported on a Fiscal Month, calendar month or cycles-basis, as agreed upon by the parties), and such other
reports as are mutually agreed to by the Parties from time to time. Within [***] after the end of each Fiscal Month or such other time
as may be agreed by the Parties with respect to particular reports, NMG shall provide to the Management Committee and Bank the
reports specified in Schedule 7.1(a)(ii) (which reports shall be reported on a Fiscal Month, calendar month or cycles-basis, as agreed
upon by the Parties), and such other reports as are mutually agreed to by the Parties from time to time. The form of such reports and
the calculations contained therein shall be in such form and shall reflect such detail with respect to all of the items reported, and each
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