Neiman Marcus 2008 Annual Report Download - page 593

Data. As between the NMG Companies and Bank, all the NMG Shopper Data shall be owned exclusively by the NMG Companies.
Bank acknowledges and agrees that it has no proprietary interest in the NMG Shopper Data. To the extent Bank is the direct recipient
of such data, it shall provide such data to the NMG Companies in such format and at such times as shall be specified by NMG. Bank
shall cooperate in the maintenance of the NMG Shopper Data and other data, including by incorporating in the Application and
Cardholder Agreement provisions mutually agreed to by the Parties pursuant to which applicants and Cardholders shall agree that they
are providing their identifying information and all updates thereto and all transaction data from NMG Channels to both Bank and
NMG and its Affiliates. For the avoidance of doubt, the following information shall be deemed NMG Shopper Data:
(i) for any customer who has applied for an NMG Credit Card, regardless of the channel through which such application
was completed or submitted (1) the customer's name, address, email address, telephone number, social security number and all other
commercially reasonable information supplied on the application or prescreened response submitted by the customer; and (2) an
indication of whether or not the customer has been approved for an NMG Credit Card; and
(ii) for any Cardholder, (1) the Cardholder's name, address, email address, telephone number, social security number and
Account number; (2) any reported change to any of the foregoing information; and (3) Cardholder transaction and experience data in
the NMG Channels at a detailed, line-item and SKU level that provides all detail provided to NMG and its Affiliates prior to the
Effective Time.
(b) Subject to compliance with Applicable Law, NMG's privacy policies, the Marketing Plan and such criteria (including
format) as may be mutually agreed to from time to time, the NMG Companies shall make available to Bank, free of charge, a list of
customers of NMG and its Subsidiaries who the NMG Companies have determined are available to be solicited for Accounts under
the Program (the "NMG Prospect List"). As between the NMG Companies and Bank, the NMG Prospect List shall be owned
exclusively by the NMG Companies. Bank acknowledges and agrees that it has no proprietary interest in the NMG Prospect List.
(c) Bank shall not use, or permit to be used, directly or indirectly, the NMG Shopper Data, except to transfer such data to the
NMG Companies to the extent received by Bank. Bank shall not use, or permit to be used, the NMG Prospect List except as provided
in this Section 6.3(c). Bank may use the NMG Prospect List in compliance with Applicable Law solely for purposes of soliciting
customers listed in the NMG Prospect List for Accounts or as required by Applicable Law.
(d) Bank shall not disclose, or permit to be disclosed, the NMG Shopper Data or the NMG Prospect List, except as provided in
this Section 6.3. Bank shall not, directly or indirectly, sell or otherwise transfer any right in or to the NMG Shopper Data or the NMG
Prospect List (all such rights belonging exclusively to the NMG Companies). Bank may disclose the NMG Shopper Data and the
NMG Prospect List in compliance with Applicable Law solely:
(i) to its authorized subcontractors in connection with a permitted use of such
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