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Published: 2008-03-26

Form of Partner Employment Agreement - Accenture plc and R. Timothy S. Breene



                          PARTNER EMPLOYMENT AGREEMENT

THIS AGREEMENT is made the 5th June 2001 between Accenture plc, a company
registered in Gibraltar with registered number 79571, having its principal place
of business at 60 Queen Victoria Street, London, EC4N 4TW ("the Company") and
_____________________ ("the Employee").

IT IS AGREED that the Company shall employ the Employee on the following terms
and conditions:

Period of Employment

1.       The employment under this agreement started on and from 5 May 2001
         ("the Commencement Date"). The employment shall be for an indefinite
         period and (unless terminated in accordance with clause 34 or 35 below)
         shall continue until the Company terminates it by giving to the
         Employee not less than 6 months' notice in writing or the Employee
         giving to the Company 90 days notice in writing. Notice may be given at
         any time. The Company reserves the right at its discretion to terminate
         the Employee's employment without notice by paying salary in lieu of
         notice plus in respect of the loss of opportunity to earn bonus during
         the 6 months notice period a sum equal to 50% of the annual target
         bonus notified to the Employee for the financial year in which
         termination occurred.

Duties

2.       The Employee shall serve the Company in the role of Partner and shall
         at all times comply with the lawful and reasonable directions of the
         Board.

3.       The Employee shall (a) devote his/her full time and attention during
         his/her hours of work to the business and affairs of the Company and
         any Associated Company for whom he/she is required to perform duties;
         the Employee's hours of work shall be normal business hours Monday to
         Friday (unless either the Employee has a pre existing arrangement to
         work part time - in which case such arrangement shall continue as
         before - or the Employee and the Company agree such an arrangement in
         the future) and such additional hours as may be necessary for the
         proper performance of his/her duties (b) shall not without the prior
         written consent of the Company directly or indirectly carry on or be
         engaged concerned or interested in any other business trade or
         occupation except to the extent that details of the said activities had
         been notified to "Accenture A" prior to 4 May 2001.

4.       The Employee's normal place of work is London or such other place of
         business of the Company or any Associated Company as the Company may
         reasonably determine from time to time within the United Kingdom. As a
         consequence of project assignments, the Employee may be required and
         hereby agrees to perform duties at other premises of the Company or
         Associated Company or at the premises of clients of the Company or
         Associated Company when so reasonably requested or directed.





5.       The Employee shall comply with all rules or codes of conduct in force
         from time to time required by any regulatory body in relation to the
         business of the Company or any Associated Company or the status of the
         Employee or which the Company shall reasonably determine are necessary
         for the proper functioning of its business. The Employee shall also
         comply with all Accenture policies which are applicable to him/her from
         time to time and as amended or replaced from time to time.

6.       The Employee hereby acknowledges that, in the event the Employee gives
         or receives notice to terminate his/her employment if required by the
         Company or Associated Company to protect the business and commercial
         interests of the Company or Associated Company, the Company or
         Associated Company may require the Employee during this employment to
         remain away for a period not exceeding the period of notice from the
         premises of the Company or Associated Company or any client, provided
         always that during any such period the Company or Associated Company
         shall continue to pay Salary referred to in clause 7 and provide all
         benefits referred to in clauses 8, 9, 11 and 12 of this agreement and
         the Employee hereby agrees (a) that the Company or Associated Company
         shall be under no obligation to provide the Employee with any work to
         perform or duties to discharge during such period; and (b) that all the
         Employee's obligations under this agreement, except for his/her
         obligation under clause 3(a) remain in full force and effect during
         such period.

Remuneration and benefits

7.       The Company shall pay the Employee during his employment a gross salary
         of(British pound sterling) _______ per annum ("Salary") subject to
         statutory deductions. Salary shall be paid by equal monthly instalments
         in arrears by credit transfer to the Employee's bank or building
         society account. The remuneration structure for the Company (in line
         with that for employees and other individuals employed or engaged at a
         level equivalent to that of the Employee) is intended to reflect the
         profitability of the Group. To reflect this philosophy, the Salary
         shall be reviewed on an annual basis with effect from 1 September each
         year and maybe increased by such amount as the Company may determine
         however the Employee acknowledges that at the Company's discretion the
         Salary may also be reduced following such review by such amount as the
         Company may determine.

8.       The Company may pay the Employee during his/her employment a bonus at
         its absolute discretion at such times and of such amounts as it may
         decide from time to time if at all.

9.       The Employee will be provided with access to the Accenture Retirement
         Savings Plan ("the Plan") which will provide (subject to and in
         accordance with the rules of that Plan) a lump sum death in service
         benefit of four times the "permitted maximum" as defined in section
         590C of the Income and Corporation Taxes Act 1988. The Company shall
         also provide the Employee with personal life assurance cover to provide
         a payout of (British pound sterling) _________ (subject to the
         deduction of any applicable taxes) in case of the Employee's death
         while employed, PROVIDED THAT it is a condition of such benefit being
         provided that

         (1)      the Employee complies with any requirements of the relevant
                  insurers including any requirements relating to medical
                  examination or medical records;

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         (2)      if the Employee undertakes any hazardous sporting activities
                  as a result of which the insurer requires an additional
                  premium the additional premium will be met by the Employee;
                  and

         (3)      if the medical condition of the Employee becomes such that the
                  Company is unable to secure cover at rates (which in the
                  opinion of the Board) are reasonable the Company may at its
                  absolute discretion cease to provide such benefits.

         The Employee is not entitled to any other pension or retirement
         benefits whether under the Plan or otherwise in respect of his/her
         employment and any additional life cover or retirement benefits which
         the Employee chooses to have or which he/she may be required to have
         will be at the Employee's own cost. There is no contracting out
         certificate in force in respect of the Employee's employment hereunder.
         Membership of the Plan shall be subject to the rules of the Plan in
         force from time to time and to the right of the Company to vary amend
         or discontinue the Plan at any time.

10.      The Employee shall be invited to participate in such stock, stock
         option or similar incentive plans as the Board may in its discretion
         determine from time to time. The Employee's rights under any such plan
         shall be determined in accordance with the rules of such plan and do
         not form part of the Employee's rights under this contract.

Medical Insurance

11.      At the option of the Employee the Company shall provide the Employee
         and his/her spouse and children under 18 (or 21 if in full time
         education) during the employment with the benefit of membership of the
         Company's private medical expenses insurance scheme subject to the
         insurers of such scheme being willing to accept the Employee, his/her
         spouse and children into membership on reasonable terms.

Holiday Entitlement

12.      With effect from 1 September 2001, the Employee is entitled to holiday
         amounting to 25 working days during the 12 month period beginning 1
         September each year (the "Year"). This entitlement accrues at the rate
         of 2 1/2 days for each complete calendar month of employment. If at the
         conclusion of the Year, the Employee's accrued entitlement to holiday
         exceeds 5 days, then that entitlement to holiday in excess of 5 days
         (which may be carried forward) shall be forfeited and no payment shall
         be due in respect of that forfeiture.

13.      Upon the cessation of this employment, the Employee will receive
         payment in respect of any holiday entitlement which has accrued under
         clause 12 but which has not been taken. In the event that the Employee
         has taken holiday in excess of accrued entitlement, then the
         appropriate deduction will be made from Salary or from other sums due
         to the Employee as a result of this employment. For the avoidance of
         doubt on termination there will be no payment in respect of any holiday
         entitlement which the Employee carried over from periods prior to the
         Commencement Date or in respect of any holiday accrued between the
         Commencement Date and 1 September 2001.


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14.      The Employee is entitled to take the eight statutory public holidays in
         force in the United Kingdom without deduction from Salary. The Employee
         may on exception be required to work on a statutory public holiday.
         Reasonable notice of this requirement will be given.

15.      For the avoidance of doubt, the accrual of entitlement to holiday
         beyond 20 days (the minimum holiday entitlement under the Working Time
         Regulations 1998, which includes public holidays) shall cease if the
         Employee is absent from work for a period which exceeds 3 months.

Sickness

16.      In the event that the Employee is unable to carry out his duties by
         reason of sickness or injury he/she shall be entitled to statutory sick
         pay in accordance with the relevant statutory rules. In addition
         subject to complying with the Company's procedures relating to the
         notification and certification of periods of absence from work the
         Employee shall continue to be paid in accordance with the Accenture
         policy for sick pay, as such policy may be amended or replaced from
         time to time.

17.      Once the Employee has received his/her full entitlement to sick pay as
         specified above the Company may terminate the employment by giving not
         less than the statutory minimum notice required under the Employment
         Rights Act 1966.

18.      If any incapacity of the Employee shall be caused by an alleged action
         or wrong of a third party and the Employee shall decide to claim
         damages in respect thereof, then the Employee shall use all reasonable
         endeavours to recover damages for loss of earnings over the period for
         which Salary and Bonus has been or will be paid to him by the Company
         under Clause 16, and shall account to the Company for any such damages
         recovered (in an amount not exceeding the actual Salary and Bonus paid
         or payable to him by the Company under Clause 16 in respect of the said
         period) less any costs borne by him in achieving such recovery. The
         Employee shall keep the Company informed of the commencement, progress
         and outcome of any such claim.

Expenses

19.      Subject always to the Company's policies, the Employee will be
         reimbursed for all reasonable out-of-pocket expenses incurred as a
         result of, and in the course of, this employment and is provided with
         an expense account for this purpose. The Company or Associated Company
         reserves the right to correct an adverse expense account balance by
         making the necessary deductions from any amounts due to the Employee
         from the Company.

20.      The Company or any Associated Company reserves the right to deduct from
         Salary any amount which is incurred on behalf of the Employee (i) to
         maintain such compulsory insurance as may be required from time to
         time; (ii) to lease or otherwise provide any vehicle which is provided,
         in accordance with any relevant policy in force from time to time, for
         the Employee's use; or (iii) to meet other expenses incurred on behalf
         of the Employee.



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Company Property and Confidentiality

21.      The Employee must not make use of, divulge or communicate to any person
         (other than with proper authority) any of the trade secrets or other
         confidential information of or relating to the business and the
         financial affairs of the Company or Associated Company or any of their
         clients or suppliers, including (but not limited to) details of
         clients, product details, technical information and data, prices,
         discounts, or terms of business which the Employee may receive or
         become aware of as a result of being in this employment. This
         obligation of confidentiality will continue to apply without limit of
         time after the termination (for whatever reason) of this employment.
         Further, the Employee will also be required to comply with the terms of
         any Accenture Policies relating to the protection of confidential
         information from time to time.

Proprietary Rights/Inventions

22.      The Employee acknowledges that he/she may be involved in devising,
         creating or developing intellectual property in the course of his/her
         duties and that in this respect the Employee has a special
         responsibility to further the interests of the Company and the
         Accenture organisation. Any proprietary or intellectual property rights
         whatsoever, including without limitation, patents, copyright and design
         rights in the results of, the development and the application of all
         work produced by the Employee during or in consequence of this
         employment, whether alone or in conjunction with others and whether
         during normal working hours or not, including (but not limited to) any
         invention, design, discovery or improvement, computer program,
         documentation, confidential information, copyright work or other
         material which the Employee conceives, discovers or creates during or
         in consequence of this employment with the Company or Associated
         Company (the "Intellectual Property Rights") shall belong to the
         Company absolutely or such other party as it may nominate from time to
         time. The Employee shall promptly disclose to the Company or Associated
         Company in writing details of the Intellectual Property Rights and in
         the event of termination of his/her employment, the Employee or his/her
         personal representatives shall deliver up to the Company or Associated
         Company all documents and data of any nature relating to the
         Intellectual Property Rights. The Employee agrees, at the Company or
         Associated Company's expense, to provide, during and after this
         employment, all such assistance as the Company or Associated Company
         reasonably considers necessary, to secure the vesting of the
         Intellectual Property Rights in the Company or Associated Company or
         its nominees. Further, the Employee will also be required to comply
         with the terms of any Accenture Policies relating to the protection of
         intellectual property from time to time. The provisions of this clause
         22 are without prejudice to Section 39-44 of the Patents Act 1977.

Data Protection

23.      The Employee acknowledges that he/she has read the current Accenture
         Data Privacy Policy applicable to the Employee. The Employee consents
         to the processing of personal data relating to the Employee in
         accordance with the Policy.

24.      In particular, the Employee consents to:



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24.1.    the processing of sensitive personal data about him or her to the
         limited extent, and for the purposes described in the Policy; and

24.2.    the transfer worldwide of personal data held about him or her by
         Accenture to other employees and offices of Accenture's global
         organisation and to third parties where disclosure to such third
         parties is required in the normal course of business or by law.

25.      The references to information "about him or her" include references to
         information about third parties such as a spouse and children (if any)
         which are provided to Accenture by the Employee on their behalf. The
         reference to "sensitive personal data" is to the various categories of
         personal data identified by European data privacy laws as requiring
         special treatment, including in some circumstances the need to obtain
         explicit consent. These categories comprise personal data about racial
         or ethnic origin, political opinions, religious or other similar
         beliefs, trade union membership, physical or mental health, sexual life
         or criminal record.

26.      1n addition, the Employee agrees to treat any personal data relating to
         other employees of the Company or Associated Company to which he or she
         has access in the course of his or her employment, in accordance with
         the Data Privacy Policy and all legal requirements. In particular, the
         Employee will not use any such data other than in connection with and
         to the extent necessary for the purposes of his or her employment. Any
         infringement will result in the invoking of the Accenture Disciplinary
         Policy.

Standards of Conduct and Behaviour

27.      The Employee is required to comply with all the current "Accenture"
         policies including those policies published on the "Accenture Partners
         Policy Data base" and the "Accenture Policies Data base" relating to
         conduct and behaviour which are applicable to him or her from time to
         time and as such policies may be amended or replaced from time to time.

28.      The Employee will comply with the policies applicable to him from time
         to time in relation to entering into any contract or similar commitment
         or signing any document in the name of or on behalf of the Company or
         Associated Company and is excluded from doing other than as authorised.

29.      The Employee must return to the Company or Associated Company on
         request and, in any event, on termination of his/her employment, all
         documents and tangible items, including books, records, tapes, magnetic
         media, photos, correspondence and other papers or electronic records of
         whatsoever nature, kept or made by employees relating to the business
         of the Company or Associated Company or its clients (without taking
         copies or extracts thereof) which belong to the Company or Associated
         Company or which contain or refer to any confidential information
         relating to the Company or Associated Company and which are in the
         Employee's possession or control.

30.      The Employee hereby agrees that the designation "Partner" confers no
         authority to bind the Company or Associated Company and such authority
         will not be inferred in any statement or representation made to third
         parties by the Employee. The Employee will at


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         all times make it clear to third parties that he/she acts as an
         employee of the Company and he/she does not act as a partner of any
         partnership.

Working Overseas on behalf of the Company

31.      The Employee may be required by the Company or Associated Company to
         work outside the UK. All employees of Company or Associated Company
         working overseas do so in accordance with the provisions of the Company
         or Associated Company's Inter and Intra Area Assignment Policies as
         applicable to him/her from time to time and as amended from time to
         time.

32.      The Employee agrees that, in order to make tax equalisation payments
         during the assignment, the normal UK tax withholding (PAYE) will be
         replaced with hypothetical tax withholding and the Employee hereby
         authorises the Company or Associated Company to withhold hypothetical
         tax (as defined in the Tax Equalisation Policy) from the Employee's
         salary on a monthly basis.

Periods of Leave

33.      The Employee shall be able to take such paid and/or unpaid leave during
         periods of absence due to pregnancy, childbirth, paternity, other
         family related reasons or in such other circumstances as may be
         specified in the Accenture policies applicable to him or her from time
         to time, as such policies may be amended or replaced from time to time.

Termination

34.      The Company will introduce a non-contractual disciplinary procedure
         which will apply to Employees who serve the Company in the role of
         partner, a copy of which will be made available to the Employee on
         request.

35.      The Employee's employment shall terminate with immediate effect on the
         last day of the month in which the Employee's 62nd birthday occurs.

36.      If the employment of the Employee is terminated by reason of the
         liquidation of the Company for the purposes of reconstruction or
         amalgamation or as part of any arrangement for the amalgamation or
         reconstruction of the Company not involving insolvency and the Employee
         is offered employment with any concern or undertaking resulting from
         such reconstruction or amalgamation on terms and conditions which taken
         as a whole are not less favourable than the terms of this agreement the
         Employee shall have no claim against the Company in respect of such
         termination.

37.      On termination the Employee shall:

         (a)      at the request of the Board immediately resign any
                  directorship or office the Employee may hold by virtue of the
                  Employee's employment hereunder (without prejudice to any
                  claims he/she may have for damages for breach of this
                  agreement) and in the event of his/her failure to do so the
                  Company is irrevocably


                                       7




                  authorised to appoint some person in his/her name and on
                  his/her behalf to sign and deliver such resignations to the
                  Board; and

         (b)      immediately repay all outstanding debts and loans due to the
                  Company or any Associated Company and the Company is hereby
                  authorised to deduct from any monies due to the Employee a sum
                  in repayment of all or any part of any such debts or loans;
                  and

         (c)      The Employee must return to the Company or Associated Company
                  on request and, in any event, on termination of his/her
                  employment, all documents and tangible items as more
                  particularly described in clause 29.

Past termination undertakings

38.      In clause 39

         "Old Accenture" means the worldwide business which was, as at 18 April
         2001, conducted through the Accenture Partners Societe Co-operative and
         the member firm inter firm organisation structure;

         "Client" means any person, firm, corporation or other organisation
         whatsoever for whom the Company, any Associated Company or Old
         Accenture provided services and with whom the Employee had contact
         during the course of the 12 months immediately preceding the
         Termination Date;

         "Competitive Enterprise" means any business which provides at the
         Termination Date or which intends to provide during the 12 months
         following the Termination Date services or advice which are or is
         similar to the services or advice provided by the Company, Associated
         Company or Old Accenture as at the Termination Date including but not
         limited to any such business conducted by the entities identified in
         schedule 2 of this Agreement, as such schedule is amended from time to
         time (or any affiliate of such entity);

         "Consulting Services" means any services of whatsoever nature
         (including but not limited to consulting services) provided to any
         Client by the Company, any Associated Company or Old Accenture as at
         the Termination Date and in connection with which the Employee was
         involved during the 12 months immediately preceding the Termination
         Date;

         "Prospective Client" means any person, firm, corporation or other
         organisation whatsoever who is not a Client but with whom the Company,
         any Associated Company or Old Accenture had negotiations or discussions
         in which, the Employee was involved regarding the possible supply of
         services or advice during the 12 months immediately preceding the
         Termination Date;

         "Restricted Employee" shall mean any employee of "Manager" grade or
         above who was employed by the Company or any Associated Company at the
         Termination Date and was


                                       8





         an employee with whom the Employee had dealings or supervised during
         the 12 month immediately prior to the Termination Date.

         "Termination Date" means the date of termination of the Employee's
         employment.

39.      The Employee hereby agrees that for a period of 12 months following the
         Termination Date the Employee shall not:

39.1.    in connection with the provision of Consulting Services within the
         United Kingdom become employed or engaged by or in any way become
         associated with (including but not limited to, association as sole
         proprietor, owner, partner, principal, investor, joint venturer,
         shareholder, member or consultant) any Competitive Enterprise provided
         that with respect to the equity of any Competitive Enterprise which is
         or becomes publicly traded, the Employee's ownership as a passive
         investor of less than 1% of the outstanding publicly held stock of a
         Competitive Enterprise shall not be deemed a violation of this clause
         39.1;

39.2.    in connection with any Competitive Enterprise and whether directly or
         indirectly and whether on his own behalf or on behalf of any other
         person:

         39.2.1   provide Consulting Services to any Client or Prospective
                  Client;

         39.2.2   solicit or seek to solicit or entice away from the Company or
                  any Associated Company, any Client or Prospective Client;

         39.2.3   solicit or seek to solicit or entice away or assist any third
                  party to solicit or seek to solicit or entice away from the
                  Company or any Associated Company any Restricted Employee.

40.      The periods during which clause 39.1 and 39.2 are expressed to operate
         shall each be reduced by such period as the Employee shall have
         complied with a direction to perform no duties and/or not to enter all
         or any premises of the Company or any Associated Company in accordance
         with clause 6.

41.      The undertakings contained in clause 39.1, 39.2.1, 39.2.2 and 39.2.3
         are intended to be separate and severable and enforceable as such.

Miscellaneous

42.      The Employee warrants that he/she has lawful authority to work in the
         UK and that by entering into this agreement he/she is not and will not
         be in breach of any express or implied term of any contract court order
         or any other legal obligation.

43.      The Company shall be entitled at any time during the employment to set
         off and/or make deductions from the Employee's salary or other sums due
         to him/her monies due to the Company or any Associated Company in
         respect of any overpayment debt or other monies due from him.



                                       9





44.      The Schedule to this agreement (which does not form part of the
         agreement) sets out those particulars of employment required by s. l
         Employment Rights Act 1996 which are not otherwise provided for in this
         agreement.

45.      Nothing in this agreement shall constitute or be construed as
         constituting or establishing any partnership or joint venture between
         the parties hereto for any purpose whatsoever.

Variation of Contract

46.      The Company reserves the right on giving reasonable notice to the
         Employee to vary the terms of this contract.

Definitions and interpretation

47.      In this agreement unless the context otherwise requires:

         "Affiliate" means in relation to any Legal Entity, any other Legal
         Entity which from time to time Controls, is Controlled by or is under
         common Control with that Legal Entity; an Affiliate of the Company
         includes Accenture Ltd (a Company incorporated in Bermuda) and any
         Affiliate of or successor entity of Accenture Ltd;

         "Associated Company" means any legal Entity (other than the Company)
         which is in the Group provided that in clause 38 and 39 "Associated
         Company" shall not extend to cover any such company or Legal Entity in
         respect of which the Employee does not carry out material duties in the
         period of 12 months prior to the termination of the employment;

         "Control" means the ability to direct the affairs of another whether by
         way of contract, ownership of shares or otherwise howsoever, and
         "Control" and "Controlled" shall be construed accordingly;

         "Group" means the Company a subsidiary or holding company for the time
         being of the Company or an Affiliate of any of the foregoing from time
         to time;

         "Legal Entity" means any body corporate or partnership or
         unincorporated association carrying on a trade or other activity with
         or without a view to profit;

         "holding company" or "subsidiary" shall have the meanings ascribed to
         them by s736 Companies Act 1985 (as amended);

         "Board" means the Board of Directors for the time being of the Company
         including any duly appointed committee thereof or the directors present
         at a meeting of the directors of the Company at which a quorum is
         present but excluding the Employee.

48.      In this agreement the headings are for convenience only and shall not
         affect its construction or interpretation. References to clauses are
         references to clauses in this agreement and references to a person
         shall where the context permits include reference to a corporate body
         or an unincorporated body of persons. Any word which denotes the
         singular shall where the context permits include the plural and vice
         versa and any word



                                       10




         which denotes the masculine gender shall where the context permits
         include the feminine and/or the neuter genders and vice versa. Any
         reference to a statutory provision shall be deemed to include a
         reference to any statutory amendment modification or re-enactment.

Governing Law and Arbitration

49.      This Agreement contains the entire understanding between the parties
         and supersedes all (if any) subsisting agreements arrangements and
         understandings (written or oral) relating to the employment of the
         Employee and all such agreements arrangements and understandings shall
         be deemed to have been terminated by mutual consent. Any dispute
         arising out of the Employee's employment with the Company (or the
         termination thereof) other than a dispute in relation to the provisions
         of clause 38 or 39 shall be referred to and finally resolved by
         confidential arbitration under the Rules of the London Court of
         International Arbitration (the "LCIA"). The arbitral tribunal shall
         consist of three arbitrators, one of whom shall be nominated by the
         Employee and another of whom shall be nominated by the Company. The
         third shall be the Chairman who shall be jointly nominated by the
         Employee and the Company or, in the event they are unable to agree
         within a reasonable period, by the other two arbitrators. The
         arbitrators, including the Chairman, may be of any nationality. The
         place and seat of any arbitration shall be London, England. Judgement
         on any award may be entered in any court of competent jurisdiction

50.      This Agreement is governed by and shall be construed in accordance with
         English law.




SIGNED on behalf of the Company by







SIGNED by the Employee

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