FORM OF COVENANT NOT TO COMPETE AND CONFIDENTIALITY AGREEMENT

Exhibit 10.3

FORM OF COVENANT NOT TO COMPETE AND CONFIDENTIALITY AGREEMENT

        THIS AGREEMENT (this " Agreement ") is entered into as of August    , 2005 by and among ValueClick, Inc., a Delaware corporation (" Parent "), FastClick, Inc., a Delaware corporation (the " Company "), FC Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub "), and the undersigned employee of the Company (" Employee "). The Effective Time, as defined in the Merger Agreement, shall be the "Effective Date" of this Agreement.

RECITALS

        A.    Parent, Merger Sub and the Company are parties to that certain Agreement and Plan of Merger and Reorganization, dated as of August 10, 2005 (the " Merger Agreement ").

        B.    The Merger Agreement provides for the merger of Merger Sub with and into the Company with the Company surviving as a wholly owned subsidiary of Parent (the " Merger ").

        C.    The Company is engaged in the business of performance-based online marketing as such business is being conducted and will be conducted in the future (the " Business ") including, without limitation, the businesses of search optimization, contextual media products, affiliate marketing, proprietary websites, search optimization, contextual media products, affiliate marketing, lead generation, desktop applications, optimization, ad serving technology, and ROI tracking (the " Products ") in the United States (the " Market Area "). Parent is also engaged in the Business in the Market Area.

        D.    In order to protect the goodwill, trade secrets, and other confidential and proprietary information related to the Business, Parent and the Company have agreed that Parent's obligation to consummate the Merger and the other transactions contemplated by the Merger Agreement is subject to the condition, among others, that Employee execute and deliver this Agreement.

        E.    Parent and the Company desire to enter into this Agreement to prohibit Employee from, among other things, competing against the Company or Parent by engaging in the Business during the term of this Agreement.

        F.     As a condition to Parent's willingness to enter into the Merger Agreement and consummate the transactions contemplated thereby, Employee has agreed to enter into this Agreement and thereby be bound by the covenants not to compete and the confidentiality agreements provided in this Agreement.

AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing recitals and to induce Parent and the Company to consummate the transactions contemplated by the Merger Agreement, and in connection with the receipt of the consideration to which Employee is entitled pursuant to the Merger, Employee hereby covenants and agrees as follows:

        1.     Consideration .    Employee hereby acknowledges and agrees that Parent's willingness to enter into the Merger Agreement pursuant to which Parent is acquiring outstanding shares of stock of the Company and the goodwill inherent in such shares and in the Company, and the execution and delivery by Parent and the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, constitute good and sufficient consideration for the covenants and agreements of Employee contained herein and is necessary for the protection of the goodwill of Company.

        2.     Noncompetition .    During the period commencing on the Effective Date and ending on the expiration of [    ] months following the date on which Employee's employment with Parent or any of its affiliates is terminated (such period, the " Covenant Period "), Employee shall not, directly or indirectly, own, manage, operate, join, advise, control, finance or otherwise engage or participate in or be

connected as an officer, director, employee, partner, principal, member, shareholder, creditor, guarantor, advisor, agent, representative or consultant of or in any business which competes against the Business within the Market Area (a " Competing Business "). Notwithstanding the foregoing, Employee may own securities in any publicly held corporation (i.e. a corporation whose shares are listed, quoted or traded on any national securities exchange or automated quotation system), but only to the extent Employee does not own of record or beneficially more than 1% of the outstanding beneficial ownership of such corporation.

        3.     Nonsolicitation of Employees .    During the Covenant Period, Employee shall not, directly or indirectly either on Employee's own account or for any person, firm or company (other than on behalf and at the direction of Parent or its successors), interfere with the Business within the Market Area, or solicit, induce or endeavor to cause any employee, consultant or independent contractor of the Company or its successors to alter in any way, terminate or breach his, her or its relationship or agreement with Parent, the Company or their respective successors.

        4.     Nonsolicitation of Customers and Suppliers .    During the Covenant Period, Employee shall not, directly or indirectly either on Employee's own account or for any person, firm or company (other than on behalf and at the direction of Parent or its successors) solicit, induce or attempt to induce any past, present, prospective or future customer, contractor, vendor or supplier of the Business in the Market Area, the Company or its successors to cease doing business in whole or in part or alter in any way, terminate or breach his, her or its relationship or agreement with Parent, the Company or their respective successors.

        5.     Confidentiality .    Employee shall keep confidential, and shall not divulge to any other party, any Confidential Information without the prior written consent of the Company. For purposes hereof, " Confidential Information " means all information that Parent or the Company protects or historically has protected from unrestricted disclosure to another party, including, without limitation, trade secrets or private or confidential data, information or knowledge of the Business or of Parent or the Company including, but not limited to, data, information or knowledge relating to such matters as the finances, methods of operation and competition, marketing plans and strategies, equipment and operational requirements and information concerning personnel, customers, contractors, vendors and suppliers of Parent or the Company generally, manufacturing processes, know-how, show-how, designs, formulas, developmental or experimental work, computer software and programs (whether in object or source code), data bases, other original works of authorship, and other non-public information regarding Parent or the Company the disclosure of which could result in competitive disadvantage to Parent or the Company or could provide a competitive advantage to other parties. Confidential Information does not include data, information or knowledge that (a) is or becomes generally available to the public other than as a result of a disclosure by Employee, (b) is independently developed without access to any Confidential Information by a party who has no duties to Parent or the Company to keep such information confidential, or (c) Employee is legally compelled to disclose whether by law or by or to a judicial, administrative or regulatory authority; provided , however , that Employee shall provide Parent with written notice of any such legal compulsion on Employee within five (5) business days of the receipt of such compulsion by Employee, and shall cooperate with Parent in seeking a protective order or other available remedy or measures to preserve confidentiality. If a protective order or other remedy is not obtained and Employee does not obtain from Parent a waiver of compliance with this Section, Employee nevertheless may disclose only such information, as knowledgeable counsel advises Employee in writing, that otherwise would be considered Confidential Information which must be disclosed lest Employee stand liable for contempt or other censure or penalty. In such event, Employee will use Employee's best efforts to obtain reliable assurance that information so disclosed will be treated confidentially, and shall cooperate with Parent or the Company to provide them an