Neiman Marcus 2009 Annual Report Download - page 344

Agreement may be filed by either Party with any Governmental Authority (including public filings with the Securities and Exchange
Commission) to the extent required by Applicable Law.
(d) If the NMG Companies, on the one hand, or Bank, on the other hand, receives Confidential Information of
the other Party ("Receiving Party"), the Receiving Party shall do the following with respect to the Confidential Information of the
other Party ("Disclosing Party"): (i) keep the Confidential Information of the Disclosing Party secure and confidential; (ii) treat all
Confidential Information of the Disclosing Party with the same degree of care as it accords its own Confidential Information, but in no
event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic,
administrative and procedural security measures, including commercially reasonable authentication, access controls, virus protection
and intrusion detection practices and procedures.
13.2 Use and Disclosure of Confidential Information.
(a) Each Receiving Party shall use and disclose the Confidential Information of the Disclosing Party only for
the purpose of performing its obligations or enforcing its rights with respect to the Program or as otherwise expressly permitted by this
Agreement, and shall not accumulate in any way or make use of such Confidential Information for any other purpose.
(b) Each Receiving Party shall: (i) limit access to the Disclosing Party's Confidential Information to those
employees, authorized agents, vendors, consultants, service providers, accountants, advisors, subcontractors, and subject to the below
limitations, prospective Nominated Purchasers and their employees and representatives who have a reasonable need to access such
Confidential Information in connection with the Program, the sale of Program Assets or other assets of NMG and its Affiliates or the
establishment of a new Credit Card or other program or arrangement for an NMG Company, in each case in accordance with the terms
of this Agreement, and (ii) ensure that any Person with access to the Disclosing Party's Confidential Information agrees to be bound
by a confidentiality agreement containing the restrictions set forth in this ARTICLE XIII. Notwithstanding the foregoing, neither
Party shall, without the consent of the other Party (A) disclose the terms of this Agreement to a potential Nominated Purchaser, other
than the disclosure of termination-related rights and deadlines, the terms of the purchase options referred to in Article XVII and the
provisions of such Article relating to the purchase and interim servicing arrangements referred to therein or (B) disclose the terms of
this Agreement to any third party with whom any of the NMG Companies is considering entering into an arrangement permitted by
Section 2.2(b), (c) or (f), other than the disclosure of the existence and terms of Bank's rights under such Sections to the extent
reasonably necessary to inform such third party of the impact of such rights on such third party; provided, however, that neither Party
shall disclose the specific criteria for risk underwriting decisions or the economic terms of this Agreement to any third party (other
than economic terms to which a Nominated Purchaser is to become party in connection with its purchase of the Program Assets and/or
the Wind-Down Assets, as the case may be).
13.3 Unauthorized Use or Disclosure of Confidential Information. Each Receiving Party agrees that any
unauthorized use or disclosure of Confidential Information of the Disclosing Party might cause immediate and irreparable harm to the
Disclosing Party for which money damages might not constitute an adequate remedy. In that event, the Receiving
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