Neiman Marcus 2008 Annual Report Download - page 617

(ii) Formal proceedings for the resolution of the dispute shall not be commenced until the earlier of:
(A) either of the designated representatives concludes in good faith that amicable resolution through continued
negotiation of the dispute does not appear likely and so states in a notice to the other designated representative or in a joint
declaration signed by each of them; or
(B) twenty (20) Business Days after the appointment of designated representatives pursuant to Section 12.4(b)(i)
(C) above (it being understood that this period shall be deemed to run notwithstanding any claim that the process
described in this Section 12.4 was not followed or completed).
(iii) This Section 12.4 shall not be construed to prevent a Party from instituting, and a Party is authorized to institute,
formal proceedings earlier than provided in clause (ii) above, to avoid the expiration of any applicable limitations period or to preserve
a superior position with respect to other creditors.
ARTICLE XIII
CONFIDENTIALITY
13.1 General Confidentiality.
(a) For purposes of this Agreement, "Confidential Information" means any of the following: (i) information that is provided by
or on behalf of either NMG or Bank to the other Party or its agents in connection with the Program (including information provided
prior to the date hereof or the Effective Date); (ii) information about NMG or Bank or their Affiliates, or their respective businesses or
employees, that is otherwise obtained by the other Party in connection with the Program, in each case including: (A) information
concerning marketing plans, objectives and financial results; (B) information regarding business systems, methods, processes,
financing data, programs and products; (C) information regarding any products offered or proposed to be offered under the Program or
the manner of offering of any such products; (D) information unrelated to the Program obtained by NMG or Bank in connection with
this Agreement, including by accessing or being present at the business location of the other Party; and (E) proprietary technical
information, including source codes, or other proprietary information developed in connection with the Program; (iii) the terms and
conditions of this Agreement; and (iv) the Marketing Plan. The provisions of this Article XIII governing Confidential Information
shall not govern Cardholder Data, NMG Shopper Data or NMG Prospect Data, which shall be governed by the provisions of
Article VI.
(b) The restrictions on disclosure of Confidential Information under this Article XIII shall not apply to information received or
obtained by NMG or Bank, as the case may be, that: (i) is or becomes generally available to the public other than as a result of
disclosure in breach of this Agreement or any other confidentiality obligations; (ii) is lawfully received on a non-confidential basis
from a third party authorized to disclose such information without restriction and without breach of this Agreement; (iii) is contained
in, or is capable of being discovered
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