Employment Agreement

comply with the lawful and reasonable directions and instructions of your line management and other more senior employees, their delegates or such other person or group which Accenture or an Affiliate may nominate from time to time. These directions may take a number of forms including specific directions to you or a group of Managing Directors, and may also include the standing directions set out in Accenture’s Policies;

act in the best interests of Accenture, its Affiliates and Alliance Entities at all times;

use your best efforts to promote the business interests of Accenture, its Affiliates and Alliance Entities at all times;

fully report all business opportunities which may advantage Accenture or any Affiliate or Alliance Entity and any significant threats to the business of Accenture or any Affiliate or Alliance Entity as soon as they come to your attention;

fully and truthfully answer any questions asked by Accenture or any Affiliate relating to your employment;

comply with any performance standards issued by Accenture and its Affiliates, which may be amended from time to time, and participate in all performance reviews;

comply with and lead the principles set out in the Policies, including

cooperate with any investigation initiated by Accenture or any Affiliate into a reported potential violation of any Policy;

comply with any mandatory training requirements which are applicable to your position, whether imposed by Accenture, an Affiliate, Alliance Entity, or a third party such as a regulatory authority or client. For the avoidance of doubt, this obligation includes, without limitation, an obligation to complete any computer-based training of which you are notified;

comply with Accenture’s Policies on contacts with public officials (AP 1221) and business intermediaries (AP1327) as well as Accenture’s Policy on gifts and entertainment (AP 150);

comply with Accenture’s Policy on primary residential location (AP 1093) by maintaining a permanent residence within a reasonable commuting distance to your permanent work site; and

at the request of Accenture or any Affiliate, resign from any directorship or other office or position in Accenture or any Affiliate or any Alliance Entity held by you at any time without compensation and/or to take up any other directorship for Accenture or any Affiliate or Alliance Entity instead of, or in addition to, such directorship without any additional remuneration.

In the event that there is any inconsistency between the terms of any Policy and the terms of the Agreement, the latter will prevail.

have or will have access to, or will acquire, Confidential Information (as defined in Exhibit B) regarding the business of Accenture, its Affiliates and Alliance Entities and their clients, customers and suppliers; and/or

have developed or will develop influence over the clients, customers, employees, contractors and suppliers of Accenture, its Affiliates and Alliance Entities,

agree that the employment and post-employment restrictions are reasonable and necessary for the protection of the business of Accenture, its Affiliates and Alliance Entities; and

will use your best efforts to prevent the unauthorized use, copying or disclosure of Confidential Information or Trade Secrets by third parties or other colleagues. If you suspect any misuse or loss of Confidential Information or Trade Secrets, you will immediately notify Legal and Global Asset Protection (ASOC hotline) and assist Accenture, any of its Affiliates or any Alliance Entity in any investigation and/or proceedings taken by Accenture, any Affiliate or any Alliance Entity for alleged loss or misuse.

You also represent that you are not subject to any direct or indirect restrictions on your ability to fully perform the duties of your position and will not be breaching any obligation or commitment to a third party by entering into this Agreement or by performing duties under this Agreement including without limitation, any unexpired post termination restrictions such as non-competition or non-dealing with customer restrictions which you owe to a former employer.

Without limiting the foregoing, you further represent that at all times you will:

not, while employed by Accenture or any Affiliate, use or disclose any proprietary information, intellectual property rights, confidential information or trade secrets of any former employers or other third parties and that you will not bring onto the premises of Accenture or any Affiliate any documents (regardless of the media on which those documents are contained) or any property belonging to your former employers or other third parties unless consented to in writing by the relevant employer and/or third party; and

immediately notify Accenture if a former employer or third party alleges that you have breached any post employment or other restriction (including without limitation any confidentiality obligations) you owe to that party and/or where you are aware of any circumstances in which such allegation can be made.

return (without taking copies or extracts or downloads of any data or information contained therein) all physical property belonging to Accenture, any Affiliate and/or any Alliance Entity with which you have been issued (“Company Property”).  This includes without limitation laptops, PDAs, tablet computers, mobile phones, memory sticks and other storage devices, books, records, disks, software, tapes, magnetic media, photographs, security passes, correspondence and other papers of whatsoever nature relating to the business of Accenture, any Affiliate, any client, any supplier, any Alliance Entity and/or which contain or refer to

at the choice of Accenture, permanently destroy or otherwise delete all information or data belonging to, or relating to Accenture, or an Affiliate, or a client, or a supplier, or an Alliance Entity, or any of their employees, which is recorded in any other property, medium or format in your possession, custody or control unless you have been issued with a “Hold Notice,” i.e., any directive issued by Accenture’s internal or legal advisors to certain employees to preserve special categories of documents and other information in connection with reasonably anticipated or actual litigation, or for other legal and/or regulatory reasons, in which case, you should follow the directions of the Hold Notice in accordance with subsection (3) below.

A failure to return Company Property will entitle Accenture, subject to applicable law, to withhold the whole or any part of any salary or other sums due to you up to the replacement value of the property not returned. 

Each party hereby irrevocably submits to the exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsections (d) or (e). The parties acknowledge that the forum designated by this subsection (f) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (f)(i) pursuant to subsections (d) or (e) and such parties agree not to plead or claim the same.

The parties hereby agree that any arbitration brought hereunder shall be consolidated, administered and arbitrated together with any arbitration brought under any Restricted Share Unit Agreement issued to you.

[___Name___]                

“Employment Works” shall mean any Works which are made wholly or partially by me at any time during the course of my employment with Accenture and within the scope of such employment or status and/or with the use of any Accenture resources and whether or not recorded in material form.

“Employment IPRs” shall mean Intellectual Property Rights created by me in the course of my employment with Accenture or any Affiliate (whether or not during working hours or using Accenture premises or resources and whether or not recorded in material form).

“Intellectual Property Rights” shall mean any and all right, title and interest in and to the Employment Works and all materials contained therein or prepared therefore, and any improvements thereon, including all intellectual property rights, including, without limitation, any and all rights that may exist from time to time in this or any other jurisdiction whether foreign or domestic under patent law, copyright law, publicity rights law, moral law, trade secret law, semiconductor chip law, trademark law, unfair competition law, or other similar protections regardless of whether or not such rights or protections are registered or perfected.

“Works” shall mean any invention, idea, concept, creation, plan, discussion, discovery, process, writing, artwork, audiovisuals, manuals, designs, drawings, graphics, computer programs, source code, object code, code/software, documentation, original work of authorship, development, improvement or innovation, or any other production of any nature whatsoever whether or not patentable or capable of registration, and whether or not recorded in any material form.

I acknowledge that, because of the nature of my duties and the particular responsibilities arising from the nature of my duties, I have, and shall have at all times while I am employed by Accenture, a special obligation to further the interests of Accenture and its Affiliates.

I acknowledge that it is the intention of both parties that all Employment IPRs, Employment Works and all materials embodying them will belong to Accenture.

I acknowledge and agree that Employment Works, and all materials contained therein or prepared therefor, shall be deemed to be Work Made For Hire on behalf of Accenture as such term is defined under the copyright laws of the United States, and that Accenture and/or the appropriate Affiliate shall be the sole owner of the Employment Works, and all underlying rights therein, worldwide and in perpetuity. In the event that the Employment Works, or any portion thereof, do not qualify or are deemed not to be Work Made For Hire, I hereby irrevocably grant, transfer and assign any and all right, title and interest in and to the Employment Works and all materials contained therein or prepared therefor, and any improvements thereon, including all Employment IPRs. I agree that I shall never transfer, license or assign the Employment Works and/or any Intellectual Property Rights therein to any third party, nor purport to do the same, nor contest Accenture’s or an Affiliate’s exclusive, complete and unrestricted ownership in and to the Employment Works and/or any Intellectual Property Rights therein, nor claim adverse rights therein. In addition to the foregoing, I acknowledge that I shall not be entitled to any compensation other than that provided for in my Employment Agreement for any of the Employment Works and/or any Intellectual Property Rights therein.

I shall promptly and fully disclose such Employment Works to Accenture and hereby irrevocably assign, transfer and convey, to the maximum extent permitted by applicable law, all rights and Intellectual Property Rights therein (including rights under patent, copyright, trademark, trade secret, unfair competition and related laws) to Accenture or such other entity as it shall designate, to the extent ownership of any such rights does not vest originally in Accenture.

If I have created, invented, designed, developed, contributed to or improved any Works prior to my employment by, or status as a Managing Director of Accenture that are relevant to or implicated by such employment or status (“Prior Works”), I have disclosed same on Exhibit 1. Except as set forth on Exhibit 1, no agreements, commitments or other understandings of any kind (including any with former employers) will affect my ability to comply with the terms and conditions of this Intellectual Property Agreement or to perform my assigned duties for Accenture or any Affiliate. I agree that I will not incorporate any portion of such Prior Works into any work or development I may undertake

I agree to maintain any type or form of records, execute any further documents and take any further actions requested by Accenture or any Affiliates to assist it in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of their rights hereunder. If I am unable to execute a document or take any action for any reason, I irrevocably designate and appoint Accenture and any Affiliate, and each of their duly authorized agents or designees, as my agent and attorney-in-fact, to act in my behalf in all applicable instances, including with any government authorities or agencies.

I agree:

to give to Accenture full written details of all Employment Works promptly upon Accenture’s request;

at Accenture’s request, and in any event on the termination of my employment, to give to Accenture all originals and copies of correspondence, documents, papers and records on all media which record or relate to any of the Employment IPRs;

not to attempt to register any Employment IPR or patent any Employment Works unless requested to do so by Accenture; and

to keep confidential each Employment Work unless Accenture has consented in writing to its disclosure by me.

I waive all my present and future moral rights which arise under the applicable laws, and all similar rights in other jurisdictions, relating to any copyright which forms part of the Employment IPRs, and agree not to support, maintain or permit any claim for infringement of moral rights in such copyright works.

I agree to give all necessary assistance to Accenture and any Affiliate to enable them to enforce Intellectual Property Rights against third parties, to defend claims for infringement of third party Intellectual Property Rights and to apply for registration of Intellectual Property Rights, where appropriate throughout the world, and for the full term of those rights.

I warrant that I will not:

infringe any Intellectual Property Rights belonging to Accenture, any Affiliate or any Alliance Entity or their clients or suppliers; or

use any intellectual property rights belonging to third parties in the course of creating any work product for or on behalf of Accenture (“Work Product”), without having first procured a license to use such intellectual property rights on terms acceptable to Accenture.

[___Name___]                

The term “Annual Compensation” shall mean, for a given employee in any given fiscal year, that employee’s total compensation, including all base compensation, bonus compensation and any other compensation reported or to be reported on an IRS Form W-2 (or an IRS Form K-1, as the case may be) paid or payable by Accenture (or any Affiliate with which the employee was employed or otherwise associated and received reportable compensation, as the case may be) for such fiscal year.

The term “Restricted Client” shall mean any person, firm, corporation or other organization whatsoever to whom you directly or indirectly performed or assisted in performing Relevant Services, or with which you otherwise had material contact, or about which you learned Confidential

The term “Competitive Enterprise” shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of services of the type conducted, authorized, offered or provided by Accenture or any of its Affiliates. Without limiting the generality of the preceding sentence, “Competitive Enterprise” shall include, without limitation, the entities set forth on Accenture’s current list of Competitive Enterprises. Accenture maintains the current list on the “myHoldings” page on the Accenture Portal (located under “Departure Considerations” in the “Frequently Asked Questions” document on the Resources section of the site). Accenture may update this list from time to time.

The term “Confidential Information” shall mean (a) lists and databases of Accenture’s or any Affiliate’s clients, including names of clients; (b) lists and databases of prospective clients whom Accenture or any Affiliate has taken material steps to win business from; (c) confidential details of Accenture’s and Affiliates’ or any of their clients’ or suppliers’ products and services; (d) commercial or technical information of Accenture or any Affiliate or any other Knowledge Capital; (e) financial information and plans of Accenture or any Affiliate; (f) prices/pricing structures/hourly rates of Accenture or any Affiliates, including any discounts, terms of credit and preferential terms, costs and accounting; (g) lists and databases of Accenture’s or any Affiliate’s suppliers; (h) any personal data belonging to Accenture or any Affiliate or any client or business associate, affiliate or employee or contractor of Accenture or its Affiliates; (i) terms of Accenture’s or any Affiliate’s business with clients, suppliers and Alliance Entities; (j) lists and databases of Accenture’s or any Affiliate’s employees, officers and contractors; (k) details of employees, officers and contractors of Accenture or any Affiliate, including but not limited to their remuneration packages and terms of employment/engagement; (l) object or source codes and computer software; (m) any proposals relating to the acquisition or disposal of a company or business or any part thereof; (n) details of responses by Accenture or any Affiliate to any request for proposal or tender for work (whether competitive or not), and of any contract negotiations; (o) intellectual property rights owned by or licensed to Accenture or its Affiliates or any of their clients or suppliers; (p) any Company or Affiliate document marked as “confidential” (or with a similar expression), or any information or document which you have been told is

The term “Prospective Restricted Client” shall mean any person, firm, corporation, or other organization whatsoever with whom you had any negotiations or discussions, or were otherwise involved, regarding the possible performance of services by Accenture or any of its Affiliates within the twelve months prior to the date on which your employment with Accenture terminated.

The term “Relevant Services” shall mean the performance of any services of the type provided by Accenture, its Affiliates at any time past, present or future, including, without limitation, consulting services, technology services, and/or outsourcing services.

The term “solicit” shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

The term “Territory” shall mean the territory or territories within which you actually worked, or in respect of which you were involved in

The term “Trade Secrets” shall include information relating to the Company and its Affiliates, and their respective clients, prospective clients or Alliance Entities, that is protectable as a trade secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans, product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

[___Name___]