DELPHI 2011 Annual Report Download - page 184

(c) You acknowledge and agree that you will keep in strict confidence, and will not, directly or indirectly, at any time during or after your employment
with Delphi, disclose, furnish, disseminate, make available or use Confidential Information of the Company or its customers or suppliers, without limitation as
to when or how you may have acquired such information, other than in the proper performance of your duties to Delphi, unless and until such Confidential
Information is or shall become general public knowledge through no fault of yours. You specifically acknowledge that all such information, whether written
or oral, or in electronic format, or maintained in your mind or memory and whether compiled by the Company, and/or you, derives independent economic
value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable
efforts have been made by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any
retention and use of such information by you during or after your employment with Delphi (except in the course of performing your duties and obligations as
an executive) shall constitute a misappropriation of the Company's trade secrets. In the event that you are required by law to disclose any Confidential
Information, you agree to give Delphi prompt advance written notice thereof and to provide Delphi with reasonable assistance in obtaining an order to protect
the Confidential Information from public disclosure.
(d) You acknowledge and agree that: (i) the Business (as defined below) is intensely competitive and conducted by Delphi throughout the world; and
(ii) reasonable limits on your ability to engage in activities that are competitive with Delphi are warranted in order to, among other things, reasonably protect
the Confidential Information of Delphi and Delphi's reputation, customer relationships, goodwill and overall status in the marketplace for which Delphi has
invested substantial time and resources. You acknowledge and agree that:
(i) During your employment and for twelve (12) months after the termination of your employment by you or by Delphi for any reason, you will
not directly or indirectly engage in Competition (as defined below) with Delphi; or
(ii) During your employment and for twenty-four (24) months after the termination of your employment by you or by Delphi for any reason, you
will not directly or indirectly:
(1) Solicit for your benefit or the benefit of any other person or entity, business of the same or of a similar nature to the Business (as
defined below) from any customer that is doing business with Delphi, provided that after termination of your employment, this restriction
shall not apply to any entity that was not a customer of Delphi during the six (6) month period immediately preceding the termination of your
employment;
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