Neiman Marcus 2008 Annual Report Download - page 619

13.3 Unauthorized Use or Disclosure of Confidential Information. Each Receiving Party agrees that any unauthorized use or
disclosure of Confidential Information of the Disclosing Party might cause immediate and irreparable harm to the Disclosing Party for
which money damages might not constitute an adequate remedy. In that event, the Receiving Party agrees that injunctive relief may be
warranted in addition to any other remedies the Disclosing Party may have. In addition, the Receiving Party agrees promptly to advise
the Disclosing Party by telephone and in writing via facsimile of any security breach that may have compromised any Confidential
Information or of any unauthorized misappropriation, disclosure or use by any Person of the Confidential Information of the
Disclosing Party which may come to its attention, and to take all steps at its own expense reasonably requested by the Disclosing Party
to limit, stop or otherwise remedy such breach, misappropriation, disclosure or use.
13.4 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.
ARTICLE XIV
RETAIL PORTFOLIO ACQUISITIONS
14.1 Retailer that Operates a Credit Card Business. If NMG or any of its Subsidiaries acquires or otherwise combines with
(including by merger, consolidation or other business combination) a retail department store business that directly or through an
Affiliate issues a Credit Card in the United States, unless such transaction is one giving right to a termination by NMG pursuant to
Section 16.2(c) and as to which NMG has exercised such right, Bank shall have a right of first offer to acquire the related Credit Card
business offered for sale by such retailer in connection with NMG's or its Subsidiary's acquisition of the retail department store
business (such Credit Card business accounts, the "New Portfolio") as follows. Prior to or promptly following the consummation of
the acquisition, NMG shall provide notice to Bank indicating its intention to engage in, or the consummation of, as the case may be,
such acquisition and shall provide Bank with a reasonable opportunity to conduct due diligence, and for this purpose NMG shall
provide Bank and its representatives with reasonable access to the records and accounts (including the master file) relating to such
New Portfolio, subject to the execution of a confidentiality agreement reasonably satisfactory to NMG. Not later than the 20th day
following receipt by Bank of due diligence information reasonably requested by Bank and available to NMG, Bank may make an offer
to NMG with respect to the purchase of such New Portfolio, which offer shall be required to remain open for a period of not less than
forty-five (45) days. NMG shall be under no obligation to accept such offer or to provide Bank with any right to match any offer
received by NMG from any third party. NMG may elect to (A) accept
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