Shutterfly 2007 Annual Report Download - page 91

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• Labor Code Section 2870 Notice . I have been notified and understand that the provisions of Sections 3 and 5 of this Agreement do not apply
to any Assigned Invention that qualifies fully under the provisions of Section 2870 of the California Labor Code, which states as follows:
ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN
EMPLOYEE SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER
RIGHTS IN AN INVENTION TO HIS OR HER EMPLOYER SHALL NOT APPLY TO
AN INVENTION THAT THE EMPLOYEE DEVELOPED ENTIRELY ON HIS OR HER
OWN TIME WITHOUT USING THE EMPLOYER’S EQUIPMENT, SUPPLIES,
FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR THOSE
INVENTIONS THAT EITHER: (1) RELATE AT THE TIME OF CONCEPTION OR
REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER’S
BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR
DEVELOPMENT OF THE EMPLOYER; OR (2) RESULT FROM ANY WORK
PERFORMED BY THE EMPLOYEE FOR THE EMPLOYER. TO THE EXTENT A
PROVISION IN AN EMPLOYMENT AGREEMENT PURPORTS TO REQUIRE AN
EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE EXCLUDED FROM BEING
REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR CODE SECTION
2870(a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS
STATE AND IS UNENFORCEABLE.
• Assignment of Other Rights . In addition to the foregoing assignment of Assigned Inventions to the Company, I hereby irrevocably transfer
and assign to the Company: (i) all worldwide patents, patent applications, copyrights, mask works, trade secrets and other intellectual property
rights, including but not limited to rights in databases, in any Assigned Inventions, along with any registrations of or applications to register
such rights; and (ii) any and all “Moral Rights” (as defined below) that I may have in or with respect to any Assigned Inventions. I also hereby
forever waive and agree never to assert any and all Moral Rights I may have in or with respect to any Assigned Inventions, even after
termination of my work on behalf of the Company. “Moral Rights” mean any rights to claim authorship of or credit on an Assigned Inventions,
to object to or prevent the modification or destruction of any Assigned Inventions or Prior Inventions licensed to Company under Section 3, or
to withdraw from circulation or control the publication or distribution of any Assigned Inventions or Prior Inventions licensed to Company