Neiman Marcus 2008 Annual Report Download - page 630

(h) the NMG Companies' Inserts or Billing Statement messages; and
(i) allegations by a third party that the use of the NMG Licensed Marks constitutes infringement of any Intellectual Property
right of such third party.
18.2 Bank Companies' Indemnification of the NMG Companies. From and after the Effective Date, the Bank Companies' shall
indemnify and hold harmless NMG, its Affiliates and their respective officers, directors and employees from and against and in
respect of any and all losses, liabilities, damages, costs and expenses of whatever nature, including reasonable attorneys' fees and
expenses, which are caused or incurred by, result from, arise out of or relate to:
(a) Bank's or its Affiliate's negligence or recklessness or willful misconduct (including acts and omissions) relating to the
Program;
(b) any breach by Bank or any of its Affiliates, employees or agents of any of the material terms, covenants, representations,
warranties or other provisions contained in this Agreement or any Cardholder Agreement;
(c) any actions or omissions by any of the NMG Companies taken or not taken at the Bank Companies' written request or
direction pursuant to this Agreement, except where the NMG Companies would have been otherwise required to take such action (or
refrain from acting) absent the request or direction of any Bank Company;
(d) dishonest or fraudulent acts by Bank, or any of its Affiliates, agents or employees, in connection with the Program;
(e) any failure by the Bank Companies to satisfy any of their obligations to (i) Cardholders with respect to the Program or the
Accounts, whether pursuant to the Cardholder Agreements or otherwise or (ii) any other third parties in connection with its provision
of other products and services to such third parties;
(f) any Account Documentation and Solicitation Materials approved by the Management Committee and used by any of the
NMG Companies in that form and in accordance with Bank's instructions and/or the Operating Procedures that fails to comply with
Applicable Law, other than any content in the Solicitation Materials that primarily relates to Loyalty Programs and was included in the
Solicitation Materials in the form provided by NMG without any input from Bank with respect to Applicable Law;
(g) any claim, suit or proceeding by any third party arising out of the failure of the Bank Companies to comply with Applicable
Law in connection with the Program or the Operating Procedures unless such failure was the result of any action taken or not taken by
the Bank Companies at the specific written request or direction of the NMG Companies;
(h) Bank's Inserts or Billing Statement messages; and
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