Shutterfly 2007 Annual Report Download - page 108

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(a) Employee acknowledges and agrees that he 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 his
employment with the Company.
(b) Employee agrees that he shall not directly or indirectly disclose any of the terms of this Agreement to anyone other than his 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 he 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 he commences, joins in or in any manner seeks relief through any lawsuit
arising out of, based upon, or related to any claim released hereunder, he 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, he will
not, either on his 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 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 applicable law. Notwithstanding the foregoing, nothing prevents Employee from soliciting business from any supplier or
customer of Company that is unrelated to the business conducted by Company.
9. Attorney’s Fees
. In the event of any legal action relating to or arising out of this Agreement, the prevailing party shall be entitled to recover
from the losing party its attorneys’ fees and costs incurred in that action.
10. No Admission of Liability . Employee and the Company understand and acknowledge that this Agreement constitutes a compromise and
settlement of disputed claims. No action taken by the parties hereto, or either of them, either previously or in
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