Common use of Scope of Covenant Clause in Contracts

Scope of Covenant. Executive agrees that during the Term, and for the one-year period beginning on the Termination Date, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other Person, without the prior written consent of the Board: (a) engage as an officer, director, shareholder, owner, partner, joint venturer, or in any managerial capacity, whether as an employee, independent contractor, consultant or advisor (paid or unpaid), or as a sales representative, or otherwise participate, in each case, in any business that sells, markets, or provides any benefits or services within any state in which a WellCare Company is doing business at the time Executive ceases to be employed by the Corporation that are in direct competition with the benefits or services provided by such WellCare Company in such state; (b) recruit, hire or solicit any employee or former employee of any WellCare Company or encourage any employee of any WellCare Company to leave such WellCare Company’s employ, unless such former employee has not been employed by the WellCare Group for a period in excess of six (6) months; provided, however, that the provisions of this clause (b) shall not apply to any member of Executive’s immediate family; (c) call upon any Person who is at the time Executive ceases to be employed by the Corporation, or who was at any time during the one year period prior to the date Executive ceases to be employed by the Corporation, a provider, customer or agent of any WellCare Company for the purpose of soliciting or selling benefits or services that would violate clause (a) above; or (d) request or advise any provider, customer or agent of any WellCare Company to withdraw, curtail or cancel its business dealings with such WellCare Company; provided, however, that nothing in this Section 5.3.1 shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with any WellCare Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed two percent (2%) of the outstanding voting securities of such enterprise, provided that such permitted activity shall not relieve the Executive from any other provisions of this Agreement.

Scope of Covenant. Executive acknowledges that in the course of employment with the Company, Executive has had access to and gained knowledge of the trade secrets and other Confidential Information of the Company; has had substantial relationships with the Company’s customers; and has performed services of special, unique, and extraordinary value to the Company. Therefore, and in consideration of the severance payments and other benefits described in clauses (b), (c) and (d) of Section 5.3.2, to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits under this Agreement, Executive agrees that notwithstanding any termination or non-renewal of this Agreement, during any period Executive is employed by the Term, Company and for the one-a period of one (1) year period beginning on the Termination Dateafter termination of employment, Executive shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other Personperson or entity, without the prior written consent of the Board: (a) engage as an officerwork for, director, shareholder, owner, partner, joint venturerbecome employed by, or in any managerial capacity, provide services to (whether as an employee, consultant, independent contractor, consultant or advisor (paid or unpaid)officer, director, or as a sales representative, or otherwise participate, in each case, in board member) any business that sells, markets, or provides any benefits or services within any state in which a WellCare the Company is doing business at the time Executive ceases to be employed by the Corporation Company that are in direct competition with the benefits or services provided by such WellCare the Company in such state, where Executive’s position or service for such business is competitive with or otherwise similar to any of Executive’s positions or services for the Company; (b) recruit, hire induce or solicit any employee of the Company to leave the employ of the Company, or recruit or hire any employee or former employee of any WellCare Company or encourage any employee of any WellCare Company to leave such WellCare the Company’s employ, unless such former employee has not been employed by the WellCare Group Company for a period in excess of six (6) months; provided, however, that the provisions of this clause (b) shall not apply to any member of Executive’s immediate family; (c) call upon any Person provider, customer, or agent of the Company about whom Executive has gained Confidential Information or with whom Executive, by virtue of his/her employment with the Company, has established a relationship or had frequent contact, for the purpose of soliciting or selling benefits or services similar to those benefits or services that the provider, customer, or agent provides to or purchases from the Company; provided however, that the provisions of this clause (c) only apply to those persons or entities who is are providers, customers, or agents of the Company at the time Executive ceases to be employed by the CorporationCompany or who were providers, customers, or who was at any time agents of the Company during the one one-year period prior to the date Executive ceases to be employed by the Corporation, a provider, customer or agent of any WellCare Company for the purpose of soliciting or selling benefits or services that would violate clause (a) aboveCompany; or (d) request induce, solicit, request, or advise any provider, customer customer, or agent of any WellCare the Company about whom Executive has gained Confidential Information or with whom Executive, by virtue of his/her employment with the Company, has established a relationship or had frequent contact, to withdraw, curtail curtail, or cancel its business dealings with such WellCare the Company; provided, however, that nothing in this Section 5.3.1 6.3.1 shall be construed to preclude Executive from making any investment in the securities of any business enterprise whether or not engaged in competition with any WellCare the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange, but only if such investment does not exceed two percent (2%) of the outstanding voting securities of such enterprise, provided that such permitted activity shall not relieve the Executive from any other provisions of this Agreement.