Neiman Marcus 2009 Annual Report Download - page 329

together with any logos or trademarks of any other companies involved in the retail industry; and (C) Bank shall not use the NMG
Licensed Marks in association with any other marks to form a new mark. All uses of the NMG Licensed Marks shall require the prior
written approval of NMG. To the extent Bank delegates any of its rights or obligations hereunder to any authorized Affiliate and/or
authorized third party in accordance with the terms and conditions of this Agreement, Bank may sublicense its rights in the NMG
Licensed Marks hereunder to such authorized Person; provided that such Person shall agree to comply with all of the terms and
conditions of the use of the NMG Licensed Marks hereunder, including but not limited to securing prior written approval of NMG for
all uses of the NMG Licensed Marks, and Bank shall remain liable for such Person's failure to so comply. Except as expressly set
forth in this Section 10.1, the rights granted pursuant to this Section 10.1 are solely for use of Bank and may not be sublicensed
without the prior written approval of NMG.
(b) New NMG Marks. If NMG or any of its Subsidiaries adopts a trademark, service mark or other source
indicator that is a successor to an NMG Licensed Mark or that NMG has otherwise elected to use in connection with the Program but
which is not listed on Schedule 1.1(h) hereto (a "New NMG Mark"), Bank may request that NMG add such New NMG Mark to
Schedule 1.1(h) hereto and license its use hereunder; NMG shall not unreasonably fail to do so, and upon NMG's written approval of
the addition of such New NMG Mark, such New NMG Mark shall be deemed added to Schedule 1.1(h).
(c) Termination of License. Except to the extent otherwise provided in Section 17.5, the license granted in
this Section 10.1 shall terminate upon the termination or expiration of this Agreement or, if the purchase option under Section 17.2 is
exercised, the Program Purchase Date. Upon termination of the license granted in this Section 10.1, all rights in the NMG Licensed
Marks granted hereunder shall revert to NMG and Bank shall: (i) discontinue immediately all use of the NMG Licensed Marks, or any
of them, and any colorable imitation thereof; and (ii) destroy all unused NMG Credit Cards, Applications, Account Documentation,
Solicitation Materials, periodic statements, materials, displays, advertising and sales literature and any other items bearing any of the
NMG Licensed Marks; provided that if the purchase option under Section 17.2 is exercised, at NMG's election, such items shall
constitute Program Assets and will be transferred and delivered to NMG or its Nominated Purchaser pursuant to Section 17.2.
(d) Ownership of the NMG Licensed Marks. Bank acknowledges that (i) the NMG Licensed Marks, all rights
therein, and the goodwill associated therewith, are, and shall remain, the exclusive property of NMG, (ii) it shall take no action which
shall adversely affect NMG's exclusive ownership of the NMG Licensed Marks, or the goodwill associated with the NMG Licensed
Marks (it being understood that the collection of Accounts, adverse action letters, and changes in terms of Accounts as required by
Applicable Law do not adversely affect goodwill, if done in accordance with the terms of this Agreement), and (iii) any and all
goodwill arising from use of the NMG Licensed Marks by Bank shall inure to the benefit of NMG. Nothing herein shall give Bank
any proprietary interest in or to the NMG Licensed Marks, except the right to use the NMG Licensed Marks in accordance with this
Agreement, and Bank shall not contest NMG's title in and to the NMG Licensed Marks.
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