Neiman Marcus 2009 Annual Report Download - page 330

(e) Infringement by Third Parties. Bank shall use reasonable efforts to notify NMG, in writing, promptly
upon acquiring Knowledge of any infringing use of any of the NMG Licensed Marks by any third party. If any of the NMG Licensed
Marks is infringed, NMG alone has the right, in its sole discretion, to take whatever action it deems necessary to prevent such
infringing use; provided, however, that if NMG fails to take reasonable steps to prevent infringement of the NMG Licensed Marks and
such infringement has an adverse effect upon the Program or the rights of Bank hereunder, Bank may request that NMG take action
necessary to alleviate such adverse impact. Bank shall reasonably cooperate with and assist NMG, at NMG's expense, in the
prosecution of those actions that NMG determines, in its sole discretion, are necessary or desirable to prevent the infringing use of any
of the NMG Licensed Marks.
10.2 The Bank Licensed Marks.
(a) Grant of License to Use the Bank Licensed Marks. Subject to the terms and conditions of this Agreement,
each of Bank and Bank Parent hereby grants to the NMG Companies a non-exclusive, royalty-free, non-transferable right and license
to use the Bank Licensed Marks in the United States in connection with the creation, establishment, marketing and administration of,
and the provision of services related to, the Program. All uses of the Bank Licensed Marks shall be in accordance with this
Agreement and any Trademark Style Guide delivered by Bank to NMG from time to time (which Bank shall so deliver), including that
(i) NMG shall not modify, change, alter, delete from or add to the Bank Licensed Marks, including but not limited to any change in
text, graphics or color, without the written consent of Bank, (B) NMG shall not use the Bank Licensed Marks together with any logos
or trademarks of any other companies involved in the financial services industry; and (C) NMG shall not use the Bank Licensed
Marks in association with any other marks to form a new mark. All uses of the Bank Licensed Marks shall require the prior written
approval of Bank. To the extent the NMG Companies delegate any of their rights or obligations hereunder to any authorized Affiliate
and/or authorized third party in accordance with the terms and conditions of this Agreement, the NMG Companies may sublicense
their rights in the Bank 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 Bank Licensed Marks hereunder, including but not limited to securing prior written
approval of Bank for all uses of Bank Licensed Marks, and the NMG Companies shall remain liable for such Person's failure to so
comply. Except as expressly set forth in this Section 10.2, the rights granted pursuant to this Section 10.2 are solely for use of the
NMG Companies and may not be sublicensed without the prior written approval of Bank.
(b) New Bank Marks. If Bank adopts a trademark, service mark or other source indicator that is not listed on
Schedule 1.1(b) hereto (for purposes of this Section 10.2, a "New Bank Mark"), NMG may request that Bank add such New Bank
Mark to Schedule 1.1(b) hereto and license its use hereunder; Bank shall not unreasonably fail to do so, and upon Bank's written
approval of the addition of such New Bank Mark, such New Bank Mark shall be deemed added to Schedule 1.1(b).
(c) Termination of License. The license granted in this Section 10.2 shall terminate upon the termination or
expiration of this Agreement or, if the purchase option under Section 17.2 is exercised, six (6) months after the Program Purchase
Date. Upon the termination of the license granted in this Section 10.2, all rights in the Bank Licensed Marks granted
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