Shutterfly 2007 Annual Report Download - page 93

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• Efforts; Duty Not to Compete
. I understand that my employment with the Company requires my undivided attention and effort during normal
business hours. While I am employed by the Company, I will not, without the Company’s express prior written consent, provide services to, or
assist in any manner, any business or third party if such services or assistance would be in direct conflict with the Company’s business
interests.
• Notification . I hereby authorize the Company to notify third parties, including, without limitation, customers and actual or potential
employers, of the terms of this Agreement and my responsibilities hereunder.
• Non-Solicitation of Employees/Consultants . During my employment with the Company and for a period of one (1) year thereafter, I will not
directly or indirectly solicit away employees or consultants of the Company for my own benefit or for the benefit of any other person or entity.
• Non-Solicitation of Suppliers/Customers . During my employment with the Company and after termination of my employment, I will not
directly or indirectly solicit or take 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.
• 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.
• 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.
• 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.