Shutterfly 2007 Annual Report Download - page 101

acceptance of this Agreement within seven (7) days after the date Employee signs it. Employee’
s revocation must be in writing and received by
Patricia School, Vice President, Human Resources at the Company by 5:00 p.m. Pacific Time on the seventh day in order to be effective. If
Employee does not revoke acceptance within the seven (7) day period, Employee’s acceptance of this Agreement shall become binding and
enforceable on the Effective Date.
(b) Employee acknowledges and agrees that (i) Employee has read and understands the terms of this Agreement; (ii) Employee has been
advised in writing to consult with an attorney before executing this Agreement; (iii) that Employee has obtained and considered such legal
counsel as Employee deems necessary; (iv) that Employee has been given up to twenty-one (21) days to consider whether or not to enter into
this Agreement (although Employee may elect not to use the full 21-day period at Employee’s option); and (v) that by signing this Agreement,
Employee acknowledges that Employee does so freely, knowingly, and voluntarily.
6. Confidentiality .
(a) Employee acknowledges and agrees that she shall continue to be bound by and comply with the terms of any proprietary rights,
assignment of inventions and/or confidentiality agreements between the Company and Employee. On or before the Termination Date,
Employee will return to the Company, in good working condition, all Company property and equipment that is in Employee’s possession or
control, including, but not limited to, any files, records, computers, computer equipment, cell phones, credit cards, keys, programs, manuals,
business plans, financial records, and all documents (and any copies thereof) that Employee prepared or received in the course of her
employment with the Company.
(b) Employee agrees that she shall not directly or indirectly disclose any of the terms of this Agreement to anyone other than her immediate
family or counsel, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law.
Employee further agrees that she will not, at any time in the future, make any critical or disparaging statements about the Company, its
products, services or its employees, unless such statements are made truthfully in response to a subpoena or other legal process. The Company
also agrees that it will not, at any time in the future, make any critical or disparaging statements about the Employee, unless such statements are
made truthfully in response to a subpoena or other legal process.
7. No Pursuit of or Joinder in Claims . Employee agrees that if she commences, joins in or in any manner seeks relief through any lawsuit
arising out of, based upon, or related to any claim released hereunder, she shall pay to Company, in addition to any other damages caused to the
Company thereby, all attorneys’ fees incurred by the Company in defending or otherwise responding to such suit or claim.
8. Nonsolicitation of Employees and Customers . Employee agrees that for a period of one (1) year following the Termination Date, she will
not, either on her own behalf or on behalf of another person or entity, by using or disclosing the trade secrets or confidential, proprietary, or
business information of Company: (a) directly or indirectly solicit or take away employees, independent contractors or consultants of Company
for the purpose of hiring them; or (b) directly or indirectly solicit or take away suppliers or customers of Company if the identity of the
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