Neiman Marcus 2008 Annual Report Download - page 604

immediately all use of the NMG Licensed Marks, or any of them, and any colorable imitation thereof; and (ii) destroy all unused
NMG Credit Cards, Applications, Account Documentation, Solicitation Materials, periodic statements, materials, displays, advertising
and sales literature and any other items bearing any of the NMG Licensed Marks; provided that if the purchase option under
Section 17.2 is exercised, at NMG's election, such items shall constitute Program Assets and will be transferred and delivered to NMG
or its Nominated Purchaser pursuant to Section 17.2.
(d) Ownership of the NMG Licensed Marks. Bank acknowledges that (i) the NMG Licensed Marks, all rights therein, and the
goodwill associated therewith, are, and shall remain, the exclusive property of NMG, (ii) it shall take no action which shall adversely
affect NMG's exclusive ownership of the NMG Licensed Marks, or the goodwill associated with the NMG Licensed Marks (it being
understood that the collection of Accounts, adverse action letters, and changes in terms of Accounts as required by Applicable Law do
not adversely affect goodwill, if done in accordance with the terms of this Agreement), and (iii) any and all goodwill arising from use
of the NMG Licensed Marks by Bank shall inure to the benefit of NMG. Nothing herein shall give Bank any proprietary interest in or
to the NMG Licensed Marks, except the right to use the NMG Licensed Marks in accordance with this Agreement, and Bank shall not
contest NMG's title in and to the NMG Licensed Marks.
(e) Infringement by Third Parties. Bank shall use reasonable efforts to notify NMG, in writing, promptly upon acquiring
Knowledge of any infringing use of any of the NMG Licensed Marks by any third party. If any of the NMG Licensed Marks is
infringed, NMG alone has the right, in its sole discretion, to take whatever action it deems necessary to prevent such infringing use;
provided, however, that if NMG fails to take reasonable steps to prevent infringement of the NMG Licensed Marks and such
infringement has an adverse effect upon the Program or the rights of Bank hereunder, Bank may request that NMG take action
necessary to alleviate such adverse impact. Bank shall reasonably cooperate with and assist NMG, at NMG's expense, in the
prosecution of those actions that NMG determines, in its sole discretion, are necessary or desirable to prevent the infringing use of any
of the NMG Licensed Marks.
10.2 The Bank Licensed Marks.
(a) Grant of License to Use the Bank Licensed Marks. Subject to the terms and conditions of this Agreement, Bank hereby
grants to the NMG Companies a non-exclusive, royalty-free, non-transferable right and license to use the Bank Licensed Marks in the
United States in connection with the creation, establishment, marketing and administration of, and the provision of services related to,
the Program. All uses of the Bank Licensed Marks shall be in accordance with this Agreement and any Trademark Style Guide
delivered by Bank to NMG from time to time (which Bank shall so deliver). All uses of the Bank Licensed Marks shall require the
prior written approval of Bank. To the extent the NMG Companies delegate any of their rights or obligations hereunder to any
authorized Affiliate and/or authorized third party in accordance with the terms and conditions of this Agreement, the NMG Companies
may sublicense their rights in the Bank Licensed Marks hereunder to such authorized Person; provided that such Person shall agree to
comply with all of the terms and conditions of the use of the Bank Licensed Marks hereunder and the NMG Companies shall remain
liable for such Person's failure to so comply. Except as expressly set forth in this Section 10.2, the rights granted pursuant to this
Section 10.2 are solely for use of the NMG Companies and may not be sublicensed without the prior written approval of Bank.
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