Neiman Marcus 2008 Annual Report Download - page 614

hours) and obtain copies of the books and records relating to the Program; provided that neither Party shall be required to provide
access to records to the extent that (a) such access is prohibited by Applicable Law, (b) such records are legally privileged, (c) such
records are company planning documents of such Party or any of its Affiliates, operating budgets, management reviews or employee
records, (d) such records relate to other customers of, or credit programs operated by, Bank or the NMG Companies (except as may be
necessary or appropriate in connection with any consideration of the terms and conditions of Comparable Partner Programs and
Competing Retail Programs as contemplated by this Agreement to the extent such terms and conditions are publicly known or
otherwise known and not subject to any confidentiality obligations on the part of either Party) or (e) such records relate to other
customers or operations of such Party other than the Program or to personnel records not normally disclosed in connection with audits.
12.2 Audit Rights. Twice per year or at any time that a Party disputes the amount of any monies owed by either Party to the
other hereunder, such Party, at its sole cost and expense and upon five (5) days' prior notice to the other Party, may conduct an audit of
those of the other Party's financial and operational records that are under the control and/or direction of the audited Party and relate to
the Program or can be reasonably segregated. Such audit shall be conducted during normal business hours in accordance with
generally accepted auditing standards and the auditing Party shall employ such reasonable procedures and methods as are necessary
and appropriate in the circumstances, minimizing interference to the extent practicable with the audited Party's normal business
operations. The audited Party shall use commercially reasonable efforts to facilitate the auditing Party's review, including making
reasonably available such personnel of the audited Party and its service providers to assist the auditing Party and its representatives as
reasonably requested. The audited Party shall deliver any document or instrument necessary for the auditing Party to obtain such
records from any Person maintaining records for the audited Party and shall maintain records pursuant to its regular record retention
policies. For purposes of this provision, the audited Party also shall be required to provide records relating to the Program held by
Persons performing services in connection with the Program at the auditing Party's request. Notwithstanding the generality of the
foregoing, the audited Party shall not be required to provide access to records to the extent that (a) such access is prohibited by
Applicable Law, (b) such records are legally privileged, (c) such records are company planning documents of such Party or any of its
Affiliates, operating budgets, management reviews or employee records, (d) such records relate to other customers of, or credit
programs operated by, Bank or the NMG Companies (except as may be necessary or appropriate in connection with any consideration
of the terms and conditions of Comparable Partner Programs and Competing Retail Programs as contemplated by this Agreement to
the extent such terms and conditions are publicly known or otherwise known and not subject to any confidentiality obligations on the
part of either Party) or (e) such records relate to other customers or operations of such Party other than the Program or to personnel
records not normally disclosed in connection with audits.
12.3 Accounting Dispute Resolution.
(a) Any dispute with respect to amounts of $1 million or less due or payable under this Agreement or other calculations
hereunder of amounts of $1 million or less between the Parties arising out of or relating to this Agreement shall be resolved as
provided in this Section 12.3.
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