Neiman Marcus 2009 Annual Report Download - page 340

direction of the audited Party and relate to the Program or can be reasonably segregated. Such audit shall be conducted during normal
business hours in accordance with generally accepted auditing standards and the auditing Party shall employ such reasonable
procedures and methods as are necessary and appropriate in the circumstances, minimizing interference to the extent practicable with
the audited Party's normal business operations. The audited Party shall use commercially reasonable efforts to facilitate the auditing
Party's review, including making reasonably available such personnel of the audited Party and its service providers to assist the
auditing Party and its representatives as reasonably requested. The audited Party shall deliver any document or instrument necessary
for the auditing Party to obtain such records from any Person maintaining records for the audited Party and shall maintain records
pursuant to its regular record retention policies. For purposes of this provision, the audited Party also shall be required to provide
records relating to the Program held by Persons performing services in connection with the Program at the auditing Party's request.
Notwithstanding the generality of the foregoing, the audited Party shall not be required to provide access to records to the extent that
(a) such access is prohibited by Applicable Law, (b) such records are legally privileged, (c) such records are company planning
documents of such Party or any of its Affiliates, operating budgets, management reviews or employee records, (d) such records relate
to other customers of, or credit programs operated by, Bank or the NMG Companies (except as may be necessary or appropriate in
connection with any consideration of the terms and conditions of Comparable Partner Programs and Competing Retail Programs as
contemplated by this Agreement to the extent such terms and conditions are publicly known or otherwise known and not subject to
any confidentiality obligations on the part of either Party) or (e) such records relate to other customers or operations of such Party
other than the Program or to personnel records not normally disclosed in connection with audits.
12.3 Accounting Dispute Resolution. Any dispute with respect to amounts of $1 million or less due or payable
under this Agreement or other calculations hereunder of amounts of $1 million or less between the Parties arising out of or relating to
this Agreement shall be resolved as provided in this Section 12.3. The Parties agree to attempt in good faith to resolve any such
disputes. Except with respect to any indemnification claim arising under Article XVII, which shall not be subject to the procedures of
this Section 12.3, in the event the Parties are unable to resolve any such dispute, after negotiating in good faith for a period of not less
than ten (10) Business Days, either Party may request a nationally recognized firm of independent accountants mutually agreeable to
the Parties (the "Accountants") to reconcile any amounts in dispute; provided, however, that the Accountants' determination shall be
limited to the amount disputed by the Parties and in no event shall such determination provide for a payment to any Party higher than
the amount claimed by the Party to be owed to such Party. Any such request shall be in writing and shall specify with particularity the
disputed amounts being submitted for determination. Each Party agrees to promptly and in good faith take all necessary action to
designate the Accountants no later than ten (10) Business Days after a request that such a designation be made. The Parties shall
cooperate fully in assisting the Accountants in their review, including by providing the Accountants full access to all files, books and
records (including work papers of internal and independent accountants of the Parties) relevant thereto and providing such other
information as the Accountants may reasonably request in connection with any such review. Notwithstanding the generality of the
foregoing, the Parties shall not be required to provide the Accountants with access to records to the extent that (i) such access is
prohibited by Applicable Law, (ii) such records are legally privileged or (iii) such
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