OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION
BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE TO
11
EXECUTIVE UNDER ANY OF THE PROVISIONS OF THIS AGREEMENT AND SUCH AMOUNTS SHALL
NOT HE REDUCED WHETHER OR NOT EXECUTIVE OBTAINS OTHER EMPLOYMENT.
ARTICLE 5
RESTRICTIVE COVENANTS
5.1
CONFIDENTIAL INFORMATION.
5.1.1
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE
ACKNOWLEDGES THAT, BY REASON OF EXECUTIVE'S EMPLOYMENT BY THE CORPORATION, THE
EXECUTIVE WILL HAVE ACCESS TO CONFIDENTIAL INFORMATION (COLLECTIVELY,
"CONFIDENTIAL INFORMATION") OF WELLCARE, THE CORPORATION AND THEIR RESPECTIVE
SUBSIDIARIES (COLLECTIVELY, THE "WELLCARE COMPANIES").
EXECUTIVE ACKNOWLEDGES
THAT SUCH CONFIDENTIAL INFORMATION IS A VALUABLE AND UNIQUE ASSET OF THE
WELLCARE COMPANIES AND COVENANTS THAT, BOTH DURING AND AFTER THE TERM, EXECUTIVE
WILL NOT DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY PERSON (EXCEPT AS
EXECUTIVE'S DUTIES AS A DIRECTOR, OFFICER OR EMPLOYEE OF WELLCARE AND THE
CORPORATION REQUIRE) WITHOUT THE PRIOR WRITTEN AUTHORIZATION OF THE BOARD.
THE
OBLIGATION OF CONFIDENTIALITY IMPOSED BY THIS SECTION 5.1 SHALL NOT APPLY TO
CONFIDENTIAL INFORMATION THAT OTHERWISE BECOMES KNOWN TO THE PUBLIC THROUGH NO
ACT OF EXECUTIVE IN BREACH OF THIS AGREEMENT OR WHICH IS REQUIRED TO BE
DISCLOSED BY COURT ORDER, APPLICABLE LAW OR REGULATORY REQUIREMENTS, NOR SHALL
IT APPLY TO EXECUTIVE'S DISCLOSURE OF CONFIDENTIAL INFORMATION TO HIS ATTORNEYS
AND ADVISORS IN CONNECTION WITH A DISPUTE BETWEEN EXECUTIVE AND A WELLCARE
COMPANY.
5.1.2
WELLCARE COMPANY PROPERTY.
ALL RECORDS, DESIGNS,
BUSINESS PLANS, FINANCIAL STATEMENTS, CUSTOMER LISTS, MANUALS, MEMORANDA, LISTS,
RESEARCH AND DEVELOPMENT PLANS, INTELLECTUAL PROPERTY AND OTHER PROPERTY
DELIVERED TO OR COMPILED BY EXECUTIVE BY OR ON BEHALF OF ANY WELLCARE COMPANY OR
ITS PROVIDERS, CLIENTS OR CUSTOMERS THAT PERTAIN TO THE BUSINESS OF ANY WELLCARE
COMPANY SHALL BE AND REMAIN THE PROPERTY OF SUCH WELLCARE COMPANY AND BE SUBJECT
AT ALL TIMES TO ITS DISCRETION AND CONTROL.
LIKEWISE, ALL CORRESPONDENCE,
REPORTS, RECORDS, CHARTS, ADVERTISING MATERIALS AND OTHER SIMILAR DATA
PERTAINING TO THE BUSINESS, ACTIVITIES, RESEARCH AND DEVELOPMENT, INTELLECTUAL
PROPERTY OR FUTURE PLANS OF A WELLCARE COMPANY THAT IS COLLECTED BY THE
EXECUTIVE SHALL BE DELIVERED PROMPTLY TO SUCH WELLCARE COMPANY WITHOUT REQUEST
BY IT UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT.
FOR PURPOSES OF THIS
SECTION 5.1.2, "INTELLECTUAL PROPERTY" SHALL MEAN PATENTS, COPYRIGHTS,
TRADEMARKS, TRADE DRESS, TRADE SECRETS, OTHER SUCH RIGHTS, AND ANY APPLICATIONS
THEREFOR.
5.2
INVENTIONS.
EXECUTIVE IS HEREBY RETAINED IN
A CAPACITY SUCH THAT EXECUTIVE'S RESPONSIBILITIES MAY INCLUDE THE MAKING OF
TECHNICAL AND MANAGERIAL CONTRIBUTIONS OF VALUE TO THE WELLCARE COMPANIES.
EXECUTIVE HEREBY ASSIGNS TO THE APPLICABLE WELLCARE COMPANY ALL RIGHTS, TITLE
AND INTEREST IN SUCH CONTRIBUTIONS AND INVENTIONS MADE OR CONCEIVED BY EXECUTIVE
ALONE OR JOINTLY WITH OTHERS DURING THE TERM THAT RELATES TO THE BUSINESS OF
SUCH WELLCARE COMPANY.
THIS ASSIGNMENT SHALL INCLUDE (A) THE RIGHT TO FILE AND
PROSECUTE PATENT APPLICATIONS ON SUCH INVENTIONS IN ANY AND ALL COUNTRIES,
(B) THE PATENT APPLICATIONS FILED AND PATENTS ISSUING THEREON, AND (C) THE RIGHT
TO OBTAIN COPYRIGHT, TRADEMARK OR TRADE NAME PROTECTION FOR ANY SUCH WORK
PRODUCT.
EXECUTIVE SHALL PROMPTLY AND FULLY DISCLOSE ALL SUCH CONTRIBUTIONS AND
INVENTIONS TO THE CORPORATION AND