Neiman Marcus 2008 Annual Report Download - page 738

no event less than a reasonable degree of care; and (iii) implement and maintain commercially reasonable physical, electronic,
administrative and procedural security measures, including commercially reasonable authentication, access controls, virus
protection and intrusion detection practices and procedures.
(b) Use and Disclosure of Confidential Information.
(i) Each Receiving Party shall use and disclose the Confidential Information of the Disclosing Party only for the purpose
of performing its obligations or enforcing its rights with respect to the Program or as otherwise expressly permitted by this
Agreement, and shall not accumulate in any way or make use of such Confidential Information for any other purpose.
(ii) Each Receiving Party shall: (i) limit access to the Disclosing Party's Confidential Information to those employees,
authorized agents, vendors, consultants, service providers, accountants, advisors and subcontractors who have a reasonable need
to access such Confidential Information in connection with the provision of the Services hereunder, in each case in accordance
with the terms of this Agreement, and (ii) ensure that any Person with access to the Disclosing Party's Confidential Information
agrees to be bound by a confidentiality agreement containing the restrictions set forth in this Section 8.01.
(c) 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.
(d) 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.
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