NON-COMPETITION AND NON-SOLICITATION AGREEMENT



 Exhibit 10.19 
  
 NON-COMPETITION AND NON-SOLICITATION AGREEMENT 
  
 This Agreement is made between VistaPrint USA, Inc., a Delaware corporation (hereinafter referred to collectively with its
parent company, affiliates and subsidiaries as the “Company”), and Paul Flanagan (the “Employee”). 
  
 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. 
  
 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-will nature of his/her employment. 
  
 (c) Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to the Company’s assets or business,
provided, however, that the obligations of the Employee are personal shall not be assigned by him or her. Notwithstanding the foregoing, if the Company is merged with or into a third party which is engaged in multiple lines of business, or if a
third party engaged in multiple lines of business succeeds to the Company’s assets or business, then for purposes of Section 1(a), the term “Company” shall mean and refer to the business 










 
of the Company as it existed immediately prior to such event and as it subsequently develops and not to the third party’s other businesses. 

 
 (d) Interpretation. If any restriction set forth
in Section 1 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over
the maximum period of time, range of activities or geographic area as to which it may be enforceable. 
  
 (e) Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity,
legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. 
  
 (f) Waivers. No delay or omission by the Company in exercising any right under this Agreement will operate as a waiver of that or
any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion. 
  
 (g) Equitable Remedies. The restrictions contained in
this Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Agreement is likely to cause the Company
substantial and irrevocable damage which is difficult to measure. Therefore, in the event of any such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies which may be available, shall have the right
to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Agreement and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief.

  
 (h) Governing Law. This Agreement
shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter
arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts), and the Company and the Employee each consents
to the jurisdiction of such a court. The Company and the Employee each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement. 
  
 (i) Amendment. This Agreement may be amended or
modified only by a written instrument executed by both the Company and the Employee. 
  
 (j) Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or
affect the scope or substance of any section of this Agreement. 
  
 THE EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT. 
  

									
	 	 	 	 	 VISTAPRINT USA, INC.

				
	Date: 2/23/04	 	 	 	By:	 	 /s/ Robert S. Keane

				
	 	 	 	 	 	 	Robert Keane, President & CEO
			
	Date: 2/23/04	 	 	 	/s/ Paul C. Flanagan
				
	 	 	 	 	 	 	Paul Flanagan

  

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