Fill and Sign the Employee Rights Agreement Form

iPRINT EMPLOYEE NON-DISCLOSURE AGREEMENT AND PROPRIETARY RIGHTS ASSIGNMENT In return for new or continued employment by iPrint, inc., I agree that: 1. "Confidential Information" is information, including formulae, patterns, compilations, programs, devices, methods, techniques, or processes, owned by iPrint or entrusted to it that derives independent economic value, actual or potential, to the owner of such information by reason of not being generally known to the public, or to other persons who can obtain economic value from its disclosure or use, and is subject to efforts by the owner which are reasonable under the circumstances to maintain its secrecy. "Confidential Information" may include, by way of example, know how, algorithms, software programs, schematics, source documents, contracts, customer information, financial information, product development, engineering sales, and marketing plans, and business plans. 2. "Confidential Information" does not include any information that (a) was in the public domain at the time it was communicated to me; (b) enters the public domain through no fault of mine subsequent to the time it was communicated to me; (c) was in my possession free and clear of any obligation of confidence at the time it is communicated to me; or (d) is subsequently communicated to me without violation of any non-disclosure agreement free and clear of any obligations of confidence. 3. I will hold all "Confidential Information" in strictest confidence and will use "Confidential Information" solely for purposes related to iPrint. I will only disclose "Confidential Information" to others who have the necessary authorization. I will treat as "Confidential Information" any compilation, abstract, summary, or copy of "Confidential Information." 4. A "Development" is any invention, development, improvement, trade secret, or original work of authorship (such as any computer software or data or any other library, audio-visual, or artistic work). I assign to iPrint all of my rights, title, and interest to each "Development" conceived or developed by me alone or with others in connection with my employment by iPrint, but I understand that in compliance with Section 2870 of the California Labor Code my assignment to iPrint is limited to "Developments" (a) related to iPrint's business or its actual or anticipated research or development or (b) resulting from any work performed by me or others for iPrint or (c) conceived or developed through the use of iPrint's equipment, supplies, facilities, or confidential information. I further understand that this assignment does not apply to any "Developments" which I may develop entirely on my own without using any of iPrint's equipment, supplies, facilities, or trade secret information and which does not fall within (a), (b), or (c) of the preceding sentence. I will promptly disclose each "Development" to iPrint. During and after my iPrint employment I will sign and deliver to iPrint any further documents, including patent or copyright assignments or applications, that iPrint requests, and I will otherwise assist iPrint in protecting its rights to each "Development." 5. After my signature below is a complete list of all ideas, inventions, discoveries, or improvements owned by me or others which I conceived or reduced to practice before my employment with iPrint began. All other inventions are subject to this Agreement. If nothing is listed, I have not conceived or reduced to practice any inventions at the time of my signing of this Agreement. I have no contract or other duty to assign "Developments" conceived or developed by me in connection with my employment by iPrint to anyone other than iPrint. During my employment by iPrint: (a) I will not improperly use or disclose any proprietary information or trade secrets of my former or concurrent employers or companies, if any; (b) I will not bring onto iPrint's premises any unpublished document or any property belonging to my former or concurrent employers or companies, if any (unless with written permission of the applicable employers or companies); and (c) I will not engage in any employment, consulting, or any other activity that conflicts with any of my obligations to iPrint or that competes with iPrint. 6. During the term of my employment with the Company and for a period of two (2) years thereafter, I will not interfere with iPrint's business in any manner, including (without limitation) by encouraging anyone to leave iPrint's employ or encourage a consultant or independent contractor to sever that person's relationship with iPrint. 7. My failure to fulfill any of my promises in this Agreement will cause iPrint irreparable and continuous damage for which iPrint will have no adequate remedy at law. Consequently, if I do not keep any of my promises, iPrint will be entitled to injunctive relief or decrees for specific performance, or both, as well as any other relief as may be proper. 8. This is not an employment contract. Either iPrint or I may terminate my employment at any time, with or without cause. My promises in the Agreement will remain in effect after my employment by iPrint ends. 9. When my employment by iPrint ends or at any other time upon iPrint's request, I will promptly deliver to iPrint, without keeping any copies, all documents and other materials (including summaries, reports, computer printouts, electronically stored data, or other data or things) received or prepared by me in connection with my work for iPrint. 10. I will not export, directly or indirectly, any technical data or any product utilizing any technical data to any country for which the U.S. Government or any agency of the U.S. Government at the time of export requires an export license or government approval without first obtaining such license or approval. I understand that disclosing technical data to a foreign national is an "export" even if the disclosure takes place within the United States. 11. I have received a copy of this Agreement. This Agreement is my entire agreement with iPrint and replaces any previous oral or written understandings or agreements, if any, with iPrint with respect to confidential information or proprietary rights. This agreement will be interpreted in accordance with and governed by the laws of the State of California as applied to transactions taking place wholly within California between California residents. This Agreement may not be modified or amended except by a written document signed by the persons to be bound by the modification or amendment. 12. This agreement is effective as of October 12, 1999. EMPLOYEE: Signature: /s/ James McCormick ------------------------------- Name: James McCormick ------------------------------- BY iPRINT: Signature: /s/ Keith L. Westberg ------------------------------- Name: Keith L. Westberg -------------------------------