Neiman Marcus 2009 Annual Report Download - page 331

hereunder shall revert to Bank and the NMG Companies shall: (i) discontinue immediately all use of the Bank 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, in each case,
bearing any of the Bank Licensed Marks.
(d) Ownership of the Bank Licensed Marks. Each of the NMG Companies acknowledges that (i) the Bank
Licensed Marks, all rights therein, and the goodwill associated therewith, are, and shall remain, the exclusive property of Bank and/or
Bank Parent, (ii) it shall take no action which shall adversely affect Bank's and/or Bank Parent's exclusive ownership of the Bank
Licensed Marks or the goodwill associated with the Bank Licensed Marks, and (iii) any and all goodwill arising from use of the Bank
Licensed Marks by the NMG Companies shall inure to the benefit of Bank and/or Bank Parent. Nothing herein shall give the NMG
Companies any proprietary interest in or to the Bank Licensed Marks, except the right to use the Bank Licensed Marks in accordance
with this Agreement, and the NMG Companies shall not contest Bank's or Bank Parent's title in and to the Bank Licensed Marks.
(e) Infringement by Third Parties. Each of the NMG Companies shall use reasonable efforts to notify Bank,
in writing, promptly upon acquiring Knowledge of any infringing use of any of the Bank Licensed Marks by any third party. If any of
the Bank Licensed Marks is infringed, Bank and Bank Parent alone have the right, in their sole discretion, to take whatever action
deemed necessary to prevent such infringing use; provided, however, that if Bank and/or Bank Parent fails to take reasonable steps to
prevent infringement of the Bank Licensed Marks and such infringement has an adverse effect upon the Program or the rights of the
NMG Companies hereunder, the NMG Companies may request that Bank and/or Bank Parent take action necessary to alleviate such
adverse impact. The NMG Companies shall reasonably cooperate with and assist Bank and Bank Parent, at Bank's expense, in the
prosecution of those actions that Bank and/or Bank Parent determines, in their sole discretion, are necessary or desirable to prevent the
infringing use of any of the Bank Licensed Marks.
10.3 Intellectual Property.
(a) Independently-Owned Intellectual Property. Each Party shall continue to own all of its Intellectual
Property that existed as of the Effective Date. Each Party also shall own all right, title and interest in the Intellectual Property it
develops or creates independently of the other Party during the Term.
(b) Joint Intellectual Property. Each Party shall have the right to use, license and otherwise exploit jointly
owned Intellectual Property without any restriction or obligation to account to the other Party; provided, however, that no such jointly
owned Intellectual Property shall be used by Bank in connection with any Comparable Partner Program or Competing Retail Program
without the prior written consent of NMG. Patents and patentable inventions shall be deemed to be owned jointly, as between the
Parties, only if the respective personnel of each Party are deemed co-inventors under the patent law, and (ii) software and other works
of authorship and associated copyrights shall be deemed to be jointly owned only if the Parties are deemed co-authors or co-owners of
such software or other work of authorship under the copyright law. Any other Intellectual Property developed by a substantially equal
investment of
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