Neiman Marcus 2008 Annual Report Download - page 585

Marketing Commitment in the prior Fiscal Month, and Bank shall reimburse the NMG Companies for such amounts used by NMG
and its Affiliates, and shall reduce the amount remaining in the Joint Marketing Fund by the amounts used by Bank and its Affiliates.
Any amount in the Joint Marketing Fund for a given Fiscal Year that is not spent in that Fiscal Year shall remain available for use at
the direction of the Management Committee during the Term.
5.3 Communications with Cardholders.
(a) NMG Inserts. NMG and its Affiliates shall have the exclusive right to communicate with Cardholders, except for any
message required by Applicable Law, through use of inserts, fillers and bangtails (which shall be included on all billing envelopes)
(collectively, "Inserts"), including Inserts selectively targeted for particular segments of Cardholders, in any and all Billing Statements
(including electronic Billing Statements) and envelopes, subject to production requirements contained in the Operating Procedures and
Applicable Law. Except as otherwise provided in the Marketing Plan, and except for Inserts required by Applicable Law (which shall
be paid for by Bank), the NMG Companies shall be responsible for the content of, and the cost of preparing and printing, any such
Inserts. If the insertion of Inserts in particular Billing Statements would increase the postage costs for such Billing Statements, the
NMG Companies agree to either pay for the incremental postage cost or prioritize the use of Inserts to avoid postage cost over-runs.
The NMG Companies shall retain all revenues they receive from all Inserts (other than any Inserts promoting the NMG Credit Cards
or Approved Ancillary Products that the NMG Companies may permit to be produced and distributed in accordance with the
Marketing Plan). Subject to NMG's prior written approval, which shall not be unreasonably withheld, Bank may communicate with
Cardholders in the Inserts about the Program as necessary for Bank to comply with its obligations under this Agreement.
(b) Billing Statement Messages. NMG and its Affiliates shall have the exclusive right to use Billing Statement (including
electronic Billing Statement) messages and Billing Statement envelope (or electronic mail) messages in each Billing Cycle to
communicate with Cardholders, subject to production requirements contained in the Operating Procedures and Applicable Law. Such
messages shall be included at no cost to the NMG Companies. Notwithstanding the foregoing, any message required by Applicable
Law shall take precedence over NMG's and its Affiliates' messages. Subject to NMG's prior written approval, which shall not be
unreasonably withheld, Bank may communicate with Cardholders about the Program in the Billing Statements as necessary for Bank
to comply with its obligations under this Agreement.
5.4 Additional Marketing Support.
(a) Upon the request of NMG from time to time, Bank shall perform the following marketing functions at no cost or expense to
the NMG Companies:
(i) subject to Applicable Law and any contractual prohibitions to which Bank or its Affiliates are subject:
(A) use Bank's and its Affiliates' databases, analytic tools and market research and Bank's marketing support
services to assist NMG and its Affiliates in their promotion of the NMG Channels, or the marketing and
promotion of NMG Goods and Services, the NMG Credit Cards or the Non-Card Payment Plans;
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