Neiman Marcus 2009 Annual Report Download - page 345

Party agrees that injunctive relief may be warranted in addition to any other remedies the Disclosing Party may have. In addition, the
Receiving Party agrees promptly to advise the Disclosing Party by telephone and in writing via facsimile of any security breach that
may have compromised any Confidential Information or of any unauthorized misappropriation, disclosure or use by any Person of the
Confidential Information of the Disclosing Party which may come to its attention, and to take all steps at its own expense reasonably
requested by the Disclosing Party to limit, stop or otherwise remedy such breach, misappropriation, disclosure or use.
13.4 Return or Destruction of Confidential Information. Upon the termination or expiration of this Agreement,
the Receiving Party shall comply with the Disclosing Party's reasonable instructions regarding the disposition of the Disclosing Party's
Confidential Information, which may include return of any and all the Disclosing Party's Confidential Information (including any
electronic or paper copies, reproductions, extracts or summaries thereof); provided, however, that the Receiving Party in possession of
tangible property containing the Disclosing Party's Confidential Information may retain one archived copy of such material, subject to
the terms of this Agreement, which may be used solely for regulatory purposes and may not be used for any other purpose. Such
compliance shall be certified in writing, including a statement that no copies of Confidential Information have been kept, except as
necessary for regulatory purposes.
ARTICLE XIV
RETAIL PORTFOLIO ACQUISITIONS
14.1 Retailer that Operates a Credit Card Business. If NMG or any of its Subsidiaries acquires or otherwise
combines with (including by merger, consolidation or other business combination) a retail department store business that directly or
through an Affiliate issues a Credit Card in the United States, unless such transaction is one giving right to a termination by NMG
pursuant to Section 16.2(c) and as to which NMG has exercised such right, Bank shall have a right of first offer to acquire the related
Credit Card business offered for sale by such retailer in connection with NMG's or its Subsidiary's acquisition of the retail department
store business (such Credit Card business accounts, the "New Portfolio") as follows. Prior to or promptly following the
consummation of the acquisition, NMG shall provide notice to Bank indicating its intention to engage in, or the consummation of, as
the case may be, such acquisition and shall provide Bank with a reasonable opportunity to conduct due diligence, and for this purpose
NMG shall provide Bank and its representatives with reasonable access to the records and accounts (including the master file) relating
to such New Portfolio, subject to the execution of a confidentiality agreement reasonably satisfactory to NMG. Not later than the
[***] following receipt by Bank of due diligence information reasonably requested by Bank and available to NMG, Bank may make
an offer to NMG with respect to the purchase of such New Portfolio, which offer shall be required to remain open for a period of not
less than [***]. NMG shall be under no obligation to accept such offer or to provide Bank with any right to match any offer received
by NMG from any third party. NMG may elect to (A) accept the offer made by Bank, (B) keep such New Portfolio or (C) offer such
New Portfolio for sale to a third party; provided that NMG shall not sell such New Portfolio to a third party unless such third party
makes an offer having financial terms and conditions (including terms relating to the manner in which the conversion costs relating to
the contemplated transaction are to be allocated among the
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