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Exhibit 10.22
NON-COMPETITION AND NON-SOLICITATION
AGREEMENT
This Agreement is made between
VistaPrint USA, Incorporated, a Delaware corporation (hereinafter
referred to collectively with its parent company, affiliates and
subsidiaries as the “Company”), and Harpreet Grewal
.
For good consideration and in
consideration of the employment or continued employment of the
Employee by the Company, the Employee and the Company agree as
follows:
1.
Non-Competition and Non-Solicitation . While the Employee is
employed by the Company and for a period of one year after the
termination or cessation of such employment for any reason, the
Employee will not directly or indirectly:
(a) Engage in
any business or enterprise (whether as owner, partner, officer,
director, employee, consultant, investor, lender or otherwise,
except as the holder of not more than 1% of the outstanding stock
of a publicly-held company) that is competitive with the
Company’s business, including but not limited to any business
or enterprise that develops, manufactures, markets, or sells any
product or service that competes with any product or service
developed, manufactured, marketed, sold or provided, or planned to
be developed, manufactured, marketed, sold or provided, by the
Company while the Employee was employed by the Company;
(b) Either alone
or in association with others, sell or attempt to sell to any
person or entity that was, or to whom the Company had made or
received a proposal to become, a customer or client of the Company
at any time during the term of the Employee’s employment with
the Company, any products or services which are competitive with
any products or services developed, manufactured, marketed, sold or
provided by the Company; or
(c) Either alone
or in association with others (i) solicit, or permit any
organization directly or indirectly controlled by the Employee to
solicit, any employee of the Company to leave the employ of the
Company, or (ii) solicit for employment, hire or engage as an
independent contractor, or permit any organization directly or
indirectly controlled by the Employee to solicit for employment,
hire or engage as an independent contractor, any person who was
employed by the Company at the time of the termination or cessation
of the Employee’s employment with the Company;
provided , that this clause (ii) shall not apply to any
individual whose employment with the Company has been terminated
for a period of six months or longer at the time of such
solicitation, hiring or engagement.
2.
Miscellaneous .
(a)
Extension . If the Employee violates the provisions of
Section 1, the Employee shall continue to be bound by the
restrictions set forth in Section 1 until a period of one year
has expired without any violation of such provisions.
(b) Not
Employment Contract . The Employee acknowledges that this
Agreement does not constitute a contract of employment, does not
imply that the Company will continue his/her employment for any
period of time and does not change the at-
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