EXHIBIT 10.15
FORM OF CONFIDENTIALITY AND
NON-COMPETITION AGREEMENT
CONFIDENTIALITY AND NON-COMPETITION
AGREEMENT dated as of
, between FTD.COM INC. (the “Company”)
and (the
“Executive”).
In consideration of the obligations
of the Company and the consideration to be received by the Company
pursuant to the Employment Agreement, dated as of the date hereof
(the “Employment Agreement”) between the Company and
the Executive, the Company and the Executive agree as
follows:
Section 1. Secrecy,
Non-Competition, No Interference and Non-Solicitation
.
(a) No Competing Employment .
The Executive acknowledges that (i) the agreements and covenants
contained in this Section 1 are essential to protect the value of
the Company’s business and assets and (ii) by virtue of his
employment with the Company, the Executive will obtain such
knowledge, know-how, training and experience of such a character
that there is a substantial probability that such knowledge,
know-how, training and experience could be used to the substantial
advantage of a competitor of the Company and to the Company’s
substantial detriment. Therefore, the Executive agrees that, for
the period (the “Restricted Period”) commencing on the
date of this Agreement and ending on the date that is one year
after the termination of the Executive’s employment under the
Employment Agreement for any reason, the Executive shall not
participate, operate, manage, consult, join, control or engage,
directly or indirectly, for himself or on behalf of or in
conjunction with any person, partnership, corporation or other
entity, whether as an employee, consultant, agent, officer,
stockholder, member, investor, agent or otherwise, in any business
activity if such activity constitutes the sale or provision of
floral products or services that are similar to, or competitive
with, floral products or services then being sold or provided by
the Company or any of its subsidiaries or affiliated companies,
including, without limitation, retail florists’ business
services, floral order transmission and related network services,
development and distribution of branded floral products on the
Internet or other consumer direct segment of the floral industry
(including, without limitation, Interflora, Inc., Teleflora Inc.,
American Floral Services, Inc., Carik, Gerald Stevens, Inc.,
1-800-FLOWERS.COM, Inc., PC Flowers & Gifts.com Inc., U.S.A.
Floral Products, Inc. or World Commerce Online, Inc.) (a
“Competitive Activity”), in any of: the City of Downers
Grove, Illinois, the County of DuPage, Illinois or any other city
or county in the State of Illinois; the District of Columbia or any
other state, territory, district or commonwealth of the United
States or any county, parish, city or similar political subdivision
in any other state, territory, district or commonwealth of the
United States; any other country or territory anywhere in the world
or in any city, canton, county, district, parish, province or any
other political subdivision in any such country or territory; or
anywhere in the world (each city, canton, commonwealth, county,
district, parish, province, state, country, territory or other
political subdivision or other location in the world shall be
referred to as a “Non-competition Area”). The parties
to this Agreement intend that the covenant contained in the
preceding sentence of this Section 1(a) shall be construed as a
series of separate covenants, one for each city, canton,
commonwealth, county, district, parish, state, province, country,
territory, or other political
subdivision or other area of the world
specified. Except for geographic coverage, each separate covenant
shall be considered identical in terms to the covenant contained in
the preceding sentence. The parties further acknowledge the breadth
of the covenants, but agree that such broad covenants are necessary
and appropriate in the light of the global nature of the
Competitive Activity. If, in any judicial or other proceeding, a
court or other body declines to enforce any of the separate
covenants included in this Section 1(a), the unenforceable covenant
shall be considered eliminated from these provisions for the
purpose of those proceedings to the extent necessary to permit the
remaining separate covenants to be enforced. Notwithstanding the
foregoing, the Executive may maintain or undertake purely passive
investments on behalf of himself, his immediate family or any trust
on behalf of himself or his immediate family in companies engaged
in a Competitive Activity so long as the aggregate interest
represented by such investments does not exceed 1% of any class of
the outstanding publicly traded debt or equity securities of any
company engaged in a Competitive Activity.
(b) Nondisclosure of Confidential
Information . The Executive, except in connection with his
employment hereunder, shall not disclose to any person or entity or
use, either during his employment with the Company or at any time
thereafter, any information not in the public domain, in any form,
acquired by the Executive while employed by the Company or, if
acquired following his employment with the Company, such
information that, to the Executive’s knowledge, has been
acquired, directly or indirectly, from any person or entity owing a
duty of confidentiality to the Company or any of its affiliates,
relating to the Company, Florists’ Transworld Delivery, Inc.,
a Michigan corporation and the direct parent corporation of the
Company (“FTDI”), or IOS BRANDS Corporation, a Delaware
corporation and the indirect parent corporation of the Company
(“IOS”), or any of its or their subsidiaries or
affiliated companies, including but not limited to trade secrets,
technical information, systems, procedures, test data, price lists,
financial or other data (including the revenues, costs or profits
associated with any of the Company’s products), business and
product plans, code books, invoices and other financial statements,
computer programs, discs and printouts, customer and supplier lists
or names, personnel files, sales and advertising material,
telephone numbers, names, addresses or any other compilation of
information, written or unwritten, that is or was used in the
business of the Company, FTDI, IOS, any predecessor o
