Common use of Covenant and Conditions Clause in Contracts

Covenant and Conditions. As a condition precedent to and in consideration of your receipt of the payments and benefits set forth above: (a) You agree to return all property of SureWest within 10 days of your termination of employment for any reason. This includes (i) all documents, data, materials, details, and copies thereof in any form (electronic or hard copy) that are the property of SureWest or were created using SureWest resources or during any hours worked for SureWest including, without limitation, any data referred to in Section 5(e) and (ii) all other property of SureWest including, without limitation, all computer equipment, and associated passwords, property passes, keys, hardware keys, credit cards, and identification badges. (b) You agree that you shall not directly recruit or solicit any current employee of SureWest to leave the employ of SureWest for one year following the date of your termination of employment for any reason. The term “directly” as used in this Section 5(b) shall mean that you shall not initiate such discussions with a then current employee of the Companies. (c) You agree to cooperate with SureWest and to provide all information that SureWest may hereafter reasonably request with respect to any matter involving your present or former relationship with SureWest, the work you have performed, or present or former employees of SureWest so long as such requests do not unreasonably interfere with any other job or important personal activity in which you are engaged. SureWest agrees to reimburse you for all reasonable out-of-pocket costs you incur in connection therewith. (d) You agree that, with regard to all confidential technical, business, tax, financial or proprietary knowledge and information you may have obtained while employed by SureWest (“Proprietary Information”), you will not at any time disclose any such Proprietary Information to any person, firm, corporation, association, governmental agency, employee, or entity or use any such Proprietary Information for your own benefit or for the benefit of any other person, firm, corporation, or other entity, except SureWest and except as may be required by court order or subpoena. You agree to notify the SureWest Office of General Counsel at the address noted above as soon as practicable after your receipt of such a court order or subpoena. For purposes of this Agreement, the term “Proprietary Information” does not include information that is in the public domain. For purposes of this Agreement, the term “Proprietary Information” shall include, but not be limited to, non-public aspects of all information about or relating to SureWest which: (i) relates to specific matters such as trade secrets, pricing and advertising techniques or strategies, research and development activities, software development, market development, exchange registration, SureWest’s costs, expenses, human resources or other employment issues, matters relating to pending litigation, any matters pertaining to pending, past or future mergers, studies, market penetration plans, listing retention plans and strategies, marketing plans and strategies, financial information, communication and/or public relations products, plans, programs, and strategies, financial formulas and methods relating to SureWest’s business, computer software programs, accounting policies and practices, tax information, information from and about tax returns, tax strategies, policies and methods, and all strategic plans or other matters, strategies, and financial or operating information pertaining to clients, lenders, customers, counsel, or transactions as they may exist from time to time which you may have acquired or obtained directly or indirectly by virtue or your employment with SureWest; and/or, (ii) is known to you from your confidential employment relationship with SureWest. The information described above shall be presumed to constitute “Proprietary Information,” except to the extent that the same information: (i) was known to you prior to your employment with SureWest as evidenced by written records in your possession prior to such disclosure; (ii) was lawfully disclosed to you following the end of your employment with SureWest by a third party under no obligation of confidentiality; or (iii) is generally known and available to all persons in the securities industry. (e) You agree that you shall not issue, circulate, publish or utter any false or disparaging, statement, remarks, opinions or rumors (whether written or oral) about SureWest or its shareholders unless giving truthful testimony under subpoena or court order. Notwithstanding the preceding or any other provision of this Agreement to the contrary, you may provide truthful information to any government agency or self-regulatory organization with or without subpoena or court order. (f) You agree to cancel, terminate and rescind any previous contract or agreement which provides for any benefits on a Change in Control and that your execution of this Agreement shall effectuate a termination, cancellation and rescinding of any such agreement.

Covenant and Conditions. As a condition precedent to and in consideration of your receipt of the payments and benefits set forth above: (a) You agree to return all property of SureWest within 10 days of your termination of employment for any reasonSureWest. This includes (i) all documents, data, materials, details, and copies thereof in any form (electronic or hard copy) that are the property of SureWest or were created using SureWest resources or during any hours worked for SureWest including, without limitation, any data referred to in Section 5(e(e) and (ii) all other property of SureWest including, without limitation, all computer equipment, and associated passwords, property passes, keys, hardware keys, credit cards, and identification badges. (b) You agree that you shall not directly recruit or solicit any current employee of SureWest to leave the employ of SureWest for one year following the date of your termination of employment for any reasonQualifying Termination. The term “directly” as used in this Section 5(b) shall mean that you shall not initiate such discussions with a then current employee of the Companies. (c) You agree to cooperate with SureWest and to provide all information that SureWest may hereafter reasonably request with respect to any matter involving your present or former relationship with SureWest, the work you have performed, or present or former employees of SureWest so long as such requests do not unreasonably interfere with any other job or important personal activity in which you are engaged. SureWest agrees to reimburse you for all reasonable out-of-pocket costs you incur in connection therewith. (d) You agree that, with regard to all confidential technical, business, tax, financial or proprietary knowledge and information you may have obtained while employed by SureWest (“Proprietary Information”), you will not at any time disclose any such Proprietary Information to any person, firm, corporation, association, governmental agency, employee, or entity or use any such Proprietary Information for your own benefit or for the benefit of any other person, firm, corporation, or other entity, except SureWest and except as may be required by court order or subpoena. You agree to notify the SureWest Office of General Counsel at the address noted above as soon as practicable after your receipt of such a court order or subpoena. For purposes of this Agreement, the term “Proprietary Information” does not include information that is in the public domain. For purposes of this Agreement, the term “Proprietary Information” shall include, but not be limited to, non-public aspects of all information about or relating to SureWest which: (i) relates to specific matters such as trade secrets, pricing and advertising techniques or strategies, research and development activities, software development, market development, exchange registration, SureWest’s costs, expenses, human resources or other employment issues, matters relating to pending litigation, any matters pertaining to pending, past or future mergers, studies, market penetration plans, listing retention plans and strategies, marketing plans and strategies, financial information, communication and/or public relations products, plans, programs, and strategies, financial formulas and methods relating to SureWest’s business, computer software programs, accounting policies and practices, tax information, information from and about tax returns, tax strategies, policies and methods, and all strategic plans or other matters, strategies, and financial or operating information pertaining to clients, lenders, customers, counsel, or transactions as they may exist from time to time which you may have acquired or obtained directly or indirectly by virtue or your employment with SureWest; and/or, (ii) is known to you from your confidential employment relationship with SureWest. The information described above shall be presumed to constitute “Proprietary Information,” except to the extent that the same information: (i) was known to you prior to your employment with SureWest as evidenced by written records in your possession prior to such disclosure; (ii) was lawfully disclosed to you following the end of your employment with SureWest by a third party under no obligation of confidentiality; or (iii) is generally known and available to all persons in the securities industry. (e) You agree that you shall not issue, circulate, publish or utter any false or disparaging, statement, remarks, opinions or rumors (whether written or oral) about SureWest or its shareholders unless giving truthful testimony under subpoena or court order. Notwithstanding the preceding or any other provision of this Agreement to the contrary, you may provide truthful information to any government agency or self-regulatory organization with or without subpoena or court order. (f) You agree to cancel, terminate and rescind any previous contract or agreement which provides for any benefits on a Change in Control and that your execution of this Agreement shall effectuate a termination, cancellation and rescinding of any such agreement.

Covenant and Conditions. As a condition precedent to and in consideration of your receipt of the payments and benefits set forth above: (a) You agree to return all property of SureWest within 10 days of your termination of employment for any reasonSureWest. This includes (i) all documents, data, materials, details, and copies thereof in any form (electronic or hard copy) that are the property of SureWest or were created using SureWest resources or during any hours worked for SureWest including, without limitation, any data referred to in Section 5(e) and (ii) all other property of SureWest including, without limitation, all computer equipment, and associated passwords, property passes, keys, hardware keys, credit cards, and identification badges. (b) You agree that you shall not directly recruit or solicit any current employee of SureWest to leave the employ of SureWest for one year following the date of your termination of employment for any reasonQualifying Termination. The term “directly” as used in this Section 5(b) shall mean that you shall not initiate such discussions with a then current employee of the Companies. (c) You agree to cooperate with SureWest and to provide all information that SureWest may hereafter reasonably request with respect to any matter involving your present or former relationship with SureWest, the work you have performed, or present or former employees of SureWest so long as such requests do not unreasonably interfere with any other job or important personal activity in which you are engaged. SureWest agrees to reimburse you for all reasonable out-of-pocket costs you incur in connection therewith. (d) You agree that, with regard to all confidential technical, business, tax, financial or proprietary knowledge and information you may have obtained while employed by SureWest (“Proprietary Information”), you will not at any time disclose any such Proprietary Information to any person, firm, corporation, association, governmental agency, employee, or entity or use any such Proprietary Information for your own benefit or for the benefit of any other person, firm, corporation, or other entity, except SureWest and except as may be required by court order or subpoena. You agree to notify the SureWest Office of General Counsel at the address noted above as soon as practicable after your receipt of such a court order or subpoena. For purposes of this Agreement, the term “Proprietary Information” does not include information that is in the public domain. For purposes of this Agreement, the term “Proprietary Information” shall include, but not be limited to, non-public aspects of all information about or relating to SureWest which: (i) relates to specific matters such as trade secrets, pricing and advertising techniques or strategies, research and development activities, software development, market development, exchange registration, SureWest’s costs, expenses, human resources or other employment issues, matters relating to pending litigation, any matters pertaining to pending, past or future mergers, studies, market penetration plans, listing retention plans and strategies, marketing plans and strategies, financial information, communication and/or public relations products, plans, programs, and strategies, financial formulas and methods relating to SureWest’s business, computer software programs, accounting policies and practices, tax information, information from and about tax returns, tax strategies, policies and methods, and all strategic plans or other matters, strategies, and financial or operating information pertaining to clients, lenders, customers, counsel, or transactions as they may exist from time to time which you may have acquired or obtained directly or indirectly by virtue or your employment with SureWest; and/or, (ii) is known to you from your confidential employment relationship with SureWest. The information described above shall be presumed to constitute “Proprietary Information,” except to the extent that the same information: (i) was known to you prior to your employment with SureWest as evidenced by written records in your possession prior to such disclosure; (ii) was lawfully disclosed to you following the end of your employment with SureWest by a third party under no obligation of confidentiality; or (iii) is generally known and available to all persons in the securities industry. (e) You agree that you shall not issue, circulate, publish or utter any false or disparaging, statement, remarks, opinions or rumors (whether written or oral) about SureWest or its shareholders unless giving truthful testimony under subpoena or court order. Notwithstanding the preceding or any other provision of this Agreement to the contrary, you may provide truthful information to any government agency or self-regulatory organization with or without subpoena or court order. (f) You agree to cancel, terminate and rescind any previous contract or agreement which provides for any benefits on a Change in Control and that your execution of this Agreement shall effectuate a termination, cancellation and rescinding of any such agreement.