Neiman Marcus 2009 Annual Report Download - page 332

time, human, intellectual and financial resources by each Party during the Term of this Agreement shall be owned jointly by the
Parties. By way of example and not of limitation, a Party shall not be a joint owner of any such Intellectual Property if its contribution
thereto consists solely of data, unless that is the only contribution of the other Party. Otherwise, all patents, patentable inventions,
software, other works of authorship and related copyrights and all other Intellectual Property (and any improvements thereto) shall be
deemed to be owned solely by one Party. Thus, to the extent that a work created by one Party is based on or incorporates Intellectual
Property of the other Party, but the Parties are not joint owners as set forth above, then one Party shall be the sole owner of the
Intellectual Property in the underlying work and the other Party shall be the sole owner of the Intellectual Property in the new work.
Any information or data provided by or on behalf of one Party to the other Party remains, as between the Parties, the sole property of
the providing Party, and if applicable, shall be considered "Confidential Information" under Section 13.1. Any Intellectual Property,
systems or networks of a Party used to process, store or analyze information or data of the other Party remain, as between the Parties,
the sole property of the first Party.
(c) During and after the Term of this Agreement, each Party may use, license or otherwise exploit (or permit
others to do so) any jointly owned Intellectual Property referenced herein solely at its own risk.
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS
11.1 General Representations and Warranties of NMG. Except as Previously Disclosed, NMG makes the
following representations and warranties to the Bank Companies as of the Effective Date:
(a) Corporate Existence. Each NMG Company: (i) is a corporation duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation; (ii) is duly licensed or qualified to do business and is in good
standing as a foreign corporation in all jurisdictions in which the conduct of its business or the activities in which it is engaged makes
such licensing or qualification necessary, except to the extent that its non-compliance would not reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the NMG Companies' ability to perform their obligations hereunder; and
(iii) has all necessary licenses, permits, consents or approvals from or by, and has made all necessary filings and registrations with, all
governmental authorities having jurisdiction, to the extent required for the ownership, lease or conduct and operation of its business,
except to the extent that the failure to obtain such licenses, permits, consents or approvals or to make such filings or registrations
would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the NMG Companies, the
Program, the Accounts, Cardholder Indebtedness or the NMG Companies' ability to perform their obligations under this Agreement.
(b) Capacity; Authorization; Validity. Each NMG Company has all necessary corporate power and authority
to (i) execute and enter into this Agreement, and (ii) perform the obligations required of such NMG Company hereunder and the other
documents, instruments
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