Vistaprint 2010 Annual Report Download - page 91

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Form 10-K
The Company enters into agreements in the ordinary course of business with, among others,
vendors, lessors, financial institutions, service providers, distributors and certain marketing customers,
pursuant to which it has agreed to indemnify the other party for certain matters, such as property
damage, personal injury, acts or omissions of the Company, its employees, agents or representatives,
or third party claims alleging that the Company’s intellectual property infringes a patent, trademark or
copyright.
In accordance with their respective charter and by-laws and with various indemnification
agreements with specific employees, the Company and its subsidiaries have agreed to indemnify the
directors, executive officers and employees of the Company and its subsidiaries, to the extent legally
permissible, against all liabilities reasonably incurred in connection with any action in which the
individual may be involved by reason of such individual being or having been a director, officer or
employee.
Based upon the Company’s historical experience and information known to the Company as of
June 30, 2010, the Company believes its liability with respect to the above guarantees and
indemnities at June 30, 2010 is immaterial.
Purchase Commitments
At June 30, 2010, the Company had unrecorded commitments under contracts to expand its
Canadian production facility of approximately $1,353, and commitments under contract for site
development and construction of its Jamaican customer support and design center of approximately
$2,883. The Company also had unrecorded commitments under contracts at June 30, 2010 to
purchase production equipment for its Dutch and Australian production facilities of approximately
$1,269 and $278, respectively.
Legal Proceedings
On July 27, 2006, Vistaprint Technologies Limited, an indirect wholly owned subsidiary of
Vistaprint N.V., filed a patent infringement lawsuit against print24 GmbH, unitedprint.com AG and their
two managing directors in the District Court in Du
¨sseldorf Germany, alleging infringement by the
defendants in Germany of one of Vistaprint Technologies Limited’s European patents related to
computer-implemented methods and apparatus for generating pre-press graphic files. On June 7,
2007, unitedprint.com AG filed a patent nullification action in the German Patent Court in relation to
the same European patent at issue in Vistaprint Technologies Limited’s infringement lawsuit against
print24 and its co-defendants. On July 31, 2007, the District Court in Du
¨sseldorf ruled in Vistaprint
Technologies Limited’s favor on the underlying infringement claim against print24 and its co-
defendants, granting all elements of the requested injunction and ordering the defendants to pay
damages for past infringement. The Du
¨sseldorf District Court’s ruling went into effect in early
September 2007 and was not appealed by the defendants. On November 13, 2008, the German
Patent Court held an oral hearing on the patent nullification action brought by unitedprint.com and
revoked the patent at issue. The Patent Court issued a written opinion stating the basis for its ruling
on March 24, 2009, and on April 22, 2009, Vistaprint Technologies Limited filed a notice of appeal of
the Patent Court’s ruling with the German Federal Supreme Court. The Company is unable to
express an opinion as to the likely outcome of such appeal.
On May 14, 2007, Vistaprint Technologies Limited filed a patent infringement lawsuit against
123Print, Inc. and Drawing Board (US), Inc., subsidiaries of Taylor Corporation, in the United States
District Court for the District of Minnesota. The complaint in the lawsuit asserts that the defendants
have infringed and continue to infringe three U.S. patents owned by Vistaprint Technologies Limited
related to browser-based tools for online product design. The complaint seeks an injunction against
the defendants and the recovery of damages. The defendants filed their Answer and Counterclaims to
the complaint on June 7, 2007, in which they denied the infringement allegations and asserted
counterclaims for declaratory judgment of invalidity, unenforceability and non-infringement of the
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