Shutterfly 2008 Annual Report Download - page 82

away suppliers or customers of the Company if the identity of the supplier or customer or information about the supplier or customer relationship is a trade secret or is otherwise
deemed confidential information within the meaning of California law.
14. Name & Likeness Rights . I hereby authorize the Company to use, reuse, and to grant others the right to use and reuse, my name, photograph, likeness (including caricature),
voice, and biographical information, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed (including, but not limited to,
film, video and digital or other electronic media), both during and after my employment, for whatever purposes the Company deems necessary.
15. Injunctive Relief . I understand that in the event of a breach or threatened breach of this Agreement by me the Company may suffer irreparable harm and will therefore be
entitled to injunctive relief to enforce this Agreement.
16. Governing Law; Severability . This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to its laws
pertaining to conflict of laws. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect,
such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken
from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been
contained in this Agreement.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. “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 [date].
Signature Page to Employee Invention Assignment and Confidentiality Agreement
SHUTTERFLY, INC.
Employee:
By:
/s/ Jeff Housenbold
/s/ Mark J. Rubash
Jeff Housenbold
CEO & President
Mark J. Rubash