Neiman Marcus 2009 Annual Report Download - page 343

ARTICLE XIII
CONFIDENTIALITY
13.1 General Confidentiality.
(a) For purposes of this Agreement, "Confidential Information" means any of the following: (i) information
that is provided by or on behalf of either NMG or Bank to the other Party or its agents in connection with the Program (including
information provided prior to the date hereof or the Effective Date); (ii) information about NMG or Bank or their Affiliates, or their
respective businesses or employees, that is otherwise obtained by the other Party in connection with the Program, in each case
including: (A) information concerning marketing plans, objectives and financial results; (B) information regarding business systems,
methods, processes, financing data, programs and products; (C) information regarding any products offered or proposed to be offered
under the Program or the manner of offering of any such products; (D) information unrelated to the Program obtained by NMG or
Bank in connection with this Agreement, including by accessing or being present at the business location of the other Party; and
(E) proprietary technical information, including source codes, or other proprietary information developed in connection with the
Program; (iii) the terms and conditions of this Agreement; and (iv) the Marketing Plan. The provisions of this Article XIII governing
Confidential Information shall not govern Cardholder Data, NMG Shopper Data or NMG Prospect Data, which shall be governed by
the provisions of Article VI.
(b) The restrictions on disclosure of Confidential Information under this Article XIII shall not apply to
information received or obtained by NMG or Bank, as the case may be, that: (i) is or becomes generally available to the public other
than as a result of disclosure in breach of this Agreement or any other confidentiality obligations; (ii) is lawfully received on a non-
confidential basis from a third party authorized to disclose such information without restriction and without breach of this Agreement;
(iii) is contained in, or is capable of being discovered through examination of, publicly available records or products; (iv) is required
to be disclosed by Applicable Law; provided that the Party subject to such Applicable Law shall use reasonable efforts to avoid such
disclosure and notify the other Party of any such use or requirement prior to disclosure of any Confidential Information obtained from
the other Party in order to afford such other Party an opportunity to seek a protective order to prevent or limit disclosure of the
Confidential Information to third Parties; provided, further, that such information shall be disclosed only to the extent required by such
Applicable Law and shall otherwise remain Confidential Information; or (v) is developed by NMG or Bank, as the case may be,
without the use or knowledge of any proprietary, non-public information provided by the other Party under, or otherwise made
available to such Party as a result of, this Agreement. Nothing herein shall be construed to permit the Receiving Party (as defined
below) to disclose to any third party any Confidential Information that the Receiving Party is required to keep confidential under
Applicable Law.
(c) The terms and conditions of this Agreement and the Marketing Plan and all of the items referred to in
clauses (A) through (B) of Section 13.1(a) shall each be the Confidential Information of NMG and Bank and each of the Parties to this
Agreement shall be deemed to be a Receiving Party of each of them; provided, however, that the terms of this
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