Neiman Marcus 2008 Annual Report Download - page 594

NMG Shopper Data or NMG Prospect List under this Section 6.3, provided that each such authorized subcontractor agrees in writing
to maintain all such NMG Shopper Data or NMG Prospect List as strictly confidential in a manner satisfactory to NMG and not to use
or disclose such information to any Person other than Bank or an NMG Company, except as required by Applicable Law or any
Governmental Authority (after giving Bank and the NMG Companies prior notice and an opportunity to defend against such
disclosure); provided, further, that each such authorized subcontractor maintains, and agrees in writing to maintain, an information
security program that is designed to meet all requirements of Applicable Law, including, at a minimum, maintenance of an
information security program that is designed to: (w) ensure the security and confidentiality of the NMG Shopper Data and NMG
Prospect List; (x) protect against any anticipated threats or hazards to the security or integrity of the NMG Shopper Data and NMG
Prospect List; (y) protect against unauthorized access to or use of the NMG Shopper Data and the NMG Prospect List; and (z) ensure
the proper disposal of NMG Shopper Data and the NMG Prospect List; and provided, further, that each such authorized subcontractor
agrees to notify promptly Bank and the NMG Companies of any unauthorized disclosure, use, or disposal of, or access to, NMG
Shopper Data or the NMG Prospect List and to cooperate with the Bank and the NMG Companies in any investigation thereof and
remedial action with respect thereto;
(ii) to its Affiliates, and its and such Affiliates' employees, attorneys and accountants, with a need to know the NMG
Shopper Data or NMG Prospect List in connection with a permitted use of the NMG Shopper Data or NMG Prospect List under this
Section 6.3; provided that (A) any such Person is bound by terms substantially similar to this Section 6.3 as a condition of
employment, of access to the NMG Shopper Data or NMG Prospect List or by professional obligations imposing comparable terms;
and (B) Bank shall be responsible for the compliance by each such Person with the terms of this Section 6.3; or
(iii) to any Governmental Authority with authority over Bank (A) in connection with an examination of Bank; or
(B) pursuant to a specific requirement to provide the NMG Shopper Data or NMG Prospect List by such Governmental Authority or
pursuant to compulsory legal process; provided that Bank seeks the full protection of confidential treatment for any disclosed NMG
Shopper Data or NMG Prospect List, as the case may be, to the extent available under Applicable Law governing such disclosure, and
with respect to clause (B), to the extent permitted by Applicable Law, Bank (1) provides at least ten (10) Business Days' prior notice
of such proposed disclosure to NMG if reasonably possible under the circumstances, and (2) seeks to redact the NMG Shopper Data or
NMG Prospect List to the fullest extent possible under Applicable Law governing such disclosure.
(e) Upon the termination of this Agreement, without limiting Bank's rights and obligations with respect to the Cardholder Data
pursuant to Section 17.5, Bank's rights to use and disclose the NMG Shopper Data and NMG Prospect List shall terminate. Promptly
following such termination, Bank shall return or destroy all the NMG Shopper Data and NMG Prospect Lists and shall certify such
return or destruction to the NMG Companies upon request.
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