Neiman Marcus 2009 Annual Report Download - page 464

(iii) The terms and conditions of this Agreement shall each be the Confidential Information of Servicer and the
Bank Parties 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 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.
(iv) If Servicer, on the one hand, or the Bank Parties, 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.
(b) Use and Disclosure of Confidential Information.
(i) 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.
(ii) 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 and subcontractors who have a
reasonable need to access such Confidential Information in connection with the provision of the Services hereunder, 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
Section 8.01.
(c) 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 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.
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