Shutterfly 2007 Annual Report Download - page 94

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• Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be
deemed an original, and all of which together shall constitute one and the same agreement.
• Entire Agreement
. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or
among the parties hereto with respect to the specific subject matter hereof.
• Amendment and Waivers. This Agreement may be amended only by a written agreement executed by each of the parties hereto. No
amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by
the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto
and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein
shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance
other than the actual performance specifically waived.
• Successors and Assigns; Assignment . Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the
parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal
representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign,
whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the
Company.
• Further Assurances . The parties agree to execute such further documents and instruments and to take such further actions as may be
reasonably necessary to carry out the purposes and intent of this Agreement.
• “At Will” Employment . I understand that this Agreement does not constitute a contract of employment or obligate the Company to employ
me for any stated period of time. I understand that I am an “at will” employee of the Company and that my employment can be terminated at
any time, with or without notice and with or without cause, for any reason or for no reason, by either the Company or myself. I acknowledge
that any statements or representations to the contrary are ineffective, unless put into a writing signed by the Company. I further acknowledge
that my participation in any stock option or benefit program is not to be construed as any assurance of continuing employment for any
particular period of time. This Agreement shall be effective as of the first day of my employment by the Company, which is 2/12/07.