Neiman Marcus 2009 Annual Report Download - page 463

ARTICLE VIII
MISCELLANEOUS
Section 8.01. Confidentiality
(a) General Confidentiality.
(i) For purposes of this Agreement, "Confidential Information" means any of the following: (i) information
that is provided by or on behalf of either Servicer or the Bank Parties to the other Party or its agents in connection with
providing Services hereunder (including information provided prior to the date hereof or the Effective Date); (ii) information
about Servicer or the Bank Parties or their Affiliates, or their respective businesses or employees, that is otherwise obtained
by the other Party in connection with providing Services hereunder, 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
Agreement or the manner of offering of any such products; (D) information unrelated to the Program obtained by Servicer or
the Bank Parties 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; and (iii) the terms and conditions of this Agreement.
(ii) The restrictions on disclosure of Confidential Information under this Section 8.01 shall not apply to
information received or obtained by Servicer or the Bank Parties, 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 Servicer or the Bank Parties, 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.
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