Shutterfly 2007 Annual Report Download - page 90

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EMPLOYEE INVENTION ASSIGNMENT AND
CONFIDENTIALITY AGREEMENT
In consideration of, and as a condition of my employment with Shutterfly, Inc., a Delaware corporation (the “Company”),
I hereby represent to,
and agree with the Company as follows:
• Purpose of Agreement . I understand that the Company is engaged in a continuous program of research, development, production and
marketing in connection with its business and that it is critical for the Company to preserve and protect its “Proprietary Information” (as
defined in Section 7 below), its rights in “Inventions” (as defined in Section 2 below) and in all related intellectual property rights.
Accordingly, I am entering into this Employee Invention Assignment and Confidentiality Agreement (this “Agreement”) as a condition of my
employment with the Company, whether or not I am expected to create inventions of value for the Company.
• Disclosure of Inventions . I will promptly disclose in confidence to the Company all inventions, improvements, designs, original works of
authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets that I make or
conceive or first reduce to practice or create, either alone or jointly with others, during the period of my employment, whether or not in the
course of my employment, and whether or not patentable, copyrightable or protectable as trade secrets (the “Inventions”).
• Work for Hire; Assignment of Inventions . I acknowledge and agree that any copyrightable works prepared by me within the scope of my
employment are “works for hire”
under the Copyright Act and that the Company will be considered the author and owner of such copyrightable
works. I agree that all Inventions that (i) are developed using equipment, supplies, facilities or trade secrets of the Company, (ii) result from
work performed by me for the Company, or (iii) relate to the Company’s business or current or anticipated research and development (the
“Assigned Inventions”), will be the sole and exclusive property of the Company and are hereby irrevocably assigned by me to the Company.
Attached hereto as Exhibit A is a list describing all inventions, original works of authorship, developments and trade secrets which were made
by me prior to the date of this Agreement, which belong to me and which are not assigned to the Company (“Prior Inventions”). I acknowledge
and agree that if I use any of my Prior Inventions in the scope of my employment, or include them in any product or service of the Company, I
hereby grant to the Company a perpetual, irrevocable, nonexclusive, world-wide, royalty-free license to use, disclose, make, sell, copy,
distribute, modify and create works based on, perform or display such Prior Inventions and to sublicense third parties with the same rights.