Neiman Marcus 2009 Annual Report Download - page 465

(d) 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.
Section 8.02. Access Rights. Each Party shall permit the other Party and its representatives and regulators to visit its
facilities related to the Program during normal business hours with reasonable advance notice. The reviewing Party shall employ such
reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference to the extent
practicable with the reviewed Party's normal business operations. The reviewed Party shall use commercially reasonable efforts to
facilitate the reviewing Party's review, including making reasonably available such personnel of the reviewed Party and its service
providers to assist the reviewing Party and its representatives as reasonably requested. Each Party shall also permit the other Party and
its representatives and regulators to review (during normal business hours) and obtain copies of the books and records relating to the
Program, including any audit results of subcontractors that provide Services; provided that neither Party shall be required to provide
access to records to the extent that (a) such access is prohibited by Applicable Law, (b) such records are legally privileged, (c) such
records are company planning documents of such Party or any of its Affiliates, operating budgets, management reviews or employee
records, (d) such records relate to other customers of, or credit programs operated by, the Bank Parties or Servicer or (e) such records
relate to other customers or operations of such Party other than the Program or to personnel records not normally disclosed in
connection with audits.
Section 8.03. No Waiver; Remedies; Amendment.
(a) Failure or delay on the part of either Party to exercise any right provided for herein shall not act as a waiver
thereof, nor shall any single or partial exercise of any right by either Party preclude any other or further exercise thereof.
(b) Remedies provided in this Agreement shall be the exclusive remedies of the Parties for breaches of, or
claims relating to, this Agreement.
(c) In no event shall a term or provision of this Agreement be deemed to have been waived, modified or
amended, unless a waiver, modification or amendment is in writing and signed by the Parties hereto.
Section 8.04. Independent Contractor. In the performance of its duties or obligations under this Agreement, Servicer
shall not be deemed to be the agent of Bank and Bank shall not be deemed to be the agent of Servicer and each Party shall at all times
take
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