Neiman Marcus 2008 Annual Report Download - page 616

12.4 Dispute Resolution.
(a) Generally. Any dispute among the Parties arising out of or relating to this Agreement, including with respect to the
interpretation of any provision of this Agreement and with respect to the performance by NMG or Bank hereunder that is not
otherwise required to be submitted for resolution under Section 12.3 shall be resolved as provided in this Section 12.4; provided,
however, that this provision shall not limit either Party's right to obtain any provisional or other remedy, including, without limitation,
specific performance or injunctive relief from any court of competent jurisdiction, as may be necessary, in the aggrieved Party's sole
discretion, to protect its rights under this Agreement. This Section 12.4 does not apply to disputes among the Management Committee
members with respect to decisions expressly allocated to the Management Committee pursuant to this Agreement (other than matters
submitted to the Management Committee pursuant to the dispute resolution procedure referred to in Section 12.4(b)(i)(B)). Such
disputes shall be resolved in accordance with Section 3.2.
(b) Informal Dispute Resolution.
(i) Prior to the initiation of formal dispute resolution procedures, the Parties shall first attempt to resolve their dispute
informally, as follows:
(A) Managers. Upon the written request of either Party containing a short statement as to the nature of the dispute
and the requesting Party's position with respect thereto, the Managers shall meet for the purpose of negotiating in good
faith to seek resolution of such dispute.
(B) Management Committee. If, after a period of five (5) Business Days, the Managers are unable to resolve the
dispute to the satisfaction of NMG and Bank, the dispute shall be brought before the Management Committee in
accordance with Section 3.2(e); provided, however, if the Management Committee cannot resolve the dispute within five
(5) days, the dispute shall not be considered an Unapproved Matter.
(C) Appointment of Representatives. If, after a period of five (5) Business Days, the Management Committee is
unable to resolve the dispute to the satisfaction of both the NMG Companies and Bank, each Party shall appoint a
designated knowledgeable, responsible representative who is one of the top five highest executives in the Credit Card
division of Bank and one of the top five executives of NMG and who does not devote substantially all of his or her time to
performance under this Agreement, whose task it will be to meet for the purpose of negotiating in good faith to seek
resolution of the dispute.
With respect to clauses (A), (B) and (C) above, discussions, documents and correspondence exchanged among the Managers
and representatives, or submitted to the Management Committee for purposes of these negotiations, shall be treated as
Confidential Information developed for purposes of settlement, exempt from discovery and production, which shall not be
admissible in any lawsuit without the concurrence of the Parties. Documents identified in or provided with such
communications, which were not prepared for the purposes of the negotiations, are not so exempted and may, if otherwise
admissible, be admitted in evidence in any lawsuit.
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