Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement

Exhibit 99.2

DELL INC.

Protection of Sensitive Information, Noncompetition and Nonsolicitation Agreement

Mr. Rollins is employed by Dell Inc., a Delaware corporation, and/or its affiliates (“Dell”), in a position of trust and confidence. In the performance of his duties for Dell, Mr. Rollins will be provided with Dell Sensitive Information (as that term is described below). Dell seeks to protect its confidential and proprietary information, trade secrets and goodwill. Therefore, Mr. Rollins and Dell (collectively, “the Parties”), have agreed as follows:

1. Mr. Rollins and Dell have entered into a Separation Agreement and Release whereby Mr. Rollins will be employed by Dell for a definite period of time (subject to the terms of that Agreement). During Mr. Rollins employment with Dell, Dell agrees to provide Mr. Rollins with Sensitive Information (as that term is defined below) and to associate Mr. Rollins with Dell’s goodwill.

2. “Sensitive Information” means that subset of Confidential Information (as that term is defined in Mr. Rollins’s Employment Agreement with Dell) that is not generally disclosed to non-management employees of Dell. Sensitive Information include:

a. Technical information of Dell, its affiliates, its customers or other third parties that is in use, planned, or under development, such as but not limited to: manufacturing and/or research processes or strategies (including design rules, device characteristics, process flow, manufacturing capabilities and yields); computer product, process and/or devices (including device specification, system architectures, logic designs, circuit implementations); software product (including operating system adaptations or enhancements, language compilers, interpreters, translators, design and evaluation tools and application programs ); and any other databases, methods, know-how, formulae, compositions, technological data, technological prototypes, processes, discoveries, machines, inventions and similar items;

b. Business information of Dell, its affiliates, its customers or other third parties, such as but not limited to: actual and anticipated relationships between Dell and other companies; financial information (including sales levels, pricing, profit levels and other unpublished financial data); global procurement processes, strategies or information; information relating to customer or vendor relationships (including performance requirements, development and delivery schedules, device and/or product pricing and/or quantities, customer lists, customer preferences, financial information, credit information; and similar items;

c. Personnel information of Dell and its affiliates, such as but not limited to: information relating to employees of Dell (including information related to staffing, performance, skills, qualifications, abilities and compensation); key talent information, scaling calls; organizational human resource planning information; and similar items; and

d. Information relating to future plans of Dell, its affiliates, its customers or other third parties, such as but not limited to: marketing strategies; new product research; pending projects and proposals; proprietary production processes; research and development strategies; and similar items.

3. Mr. Rollins agrees not to use, publish, misappropriate, or disclose any Sensitive Information, during or after Mr. Rollins’s employment, except as required in the performance of Mr. Rollins’s duties for Dell or as expressly authorized in writing by Michael Dell.

4. Mr. Rollins agrees not to misappropriate or misuse Dell’s goodwill.

5. To protect Dell’s Sensitive Information and goodwill, and so as to enforce Mr. Rollins’s agreements herein, Mr. Rollins agrees to the following restrictive covenants:

a. While Mr. Rollins is employed by Dell and for the twelve-month period immediately following the end of Mr. Rollins’s employment with Dell (said date contemplated as May 4, 2007, hereinafter referred to as the “end date”), Mr. Rollins will not, in any geographic region for which Mr. Rollins had direct or indirect responsibility on behalf of Dell or in any geographic region for which Mr. Rollins had Sensitive Information, perform services for a Direct Com