{"id":40124,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-competition-agreement-accenture-ltd.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-competition-agreement-accenture-ltd","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-competition-agreement-accenture-ltd.html","title":{"rendered":"Non-Competition Agreement – Accenture Ltd."},"content":{"rendered":"
\n
  <\/p>\n
NON-COMPETITION AGREEMENT\n
\n\n
\n\n
\n\n
\nAMONG\n
\n\n
\n\n
\n\n
\nACCENTURE LTD\n
\n\n
\n\n
\n\n
\nand\n
\n\n
\n\n
\n\n
\nTHE PARTNERS PARTY HERETO\n
\n\n
\n\n
\n\n
\nDated as of April 18, 2001<\/font><\/p>\n
 \n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
 
Table of Contents<\/b><\/font><\/div>\n<\/td>\n<\/tr>\n
<\/font><\/td>\n<\/tr>\n
 
Page<\/u>   <\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n<\/font><\/td>\n<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
<\/font><\/td>\n<\/font><\/td>\n<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\nSection 1. Non-Competition Covenants<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n3<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 2. Remedies Upon Breach<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n8<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 3. Governing Law<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n9<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 4. Resolution of Disputes<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n9<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 5. Amendment; Waiver<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n11<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 6. Notice<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n11<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 7. Severability<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n12<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 8. Change in Control<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n12<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 9. Entire Agreement<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n13<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 10. Further Assurances<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n13<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/b><\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
\nSection 11. Execution in Counterparts<\/a>\n<\/b><\/font><\/td>\n<\/font><\/td>\n13<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
       Appendix A \u0096 Competitive Enterprises<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
       Appendix B \u0096 Liquidated Damages<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n
\n
\n<\/font><\/td>\n		<\/font><\/td>\n<\/tr>\n
       Appendix C \u0096 Pledge Agreement<\/font><\/td>\n<\/font><\/td>\n<\/tr>\n<\/table>\n <\/font> \n
<\/font><\/p>\n
     This Non-Competition Agreement, dated as of April 18, 2001 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, this \u0093Agreement\u0094), among \nAccenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EC30090) (\u0093Accenture Ltd\u0094), and the Partners (hereinafter defined). <\/font><\/p>\n <\/font>\n
 WITNESSETH:<\/p>\n <\/font>\n
     WHEREAS, each Partner is currently obligated to protect the value of his or her Member Firm(s) through certain non-competition and confidentiality covenants (the \u0093Current Agreements\u0094); and \n<\/font><\/p>\n <\/font>\n
     WHEREAS, in connection with the worldwide reorganization of the business and operations of the Accenture Worldwide Organization currently conducted through the Member Firm Inter-Firm organization \nstructure (\u0093Accenture\u0094) into a unified corporate holding company structure with Accenture Ltd as the top-tier holding company, and Accenture SCA, a Luxembourg soci\u00e9t\u00e9 en commandite par actions<\/i> (\u0093Accenture \nSCA\u0094), as the second-tier holding company (the \u0093Transaction\u0094), each of the Accenture partners will exchange their ownership interests in his or her Member Firm(s) for shares of Accenture Ltd or Accenture SCA, as the case may be \n(including, in the case of Canadian Accenture partners, shares of a Canadian indirect subsidiary of Accenture Ltd which, for purposes of this Agreement, shall be treated as Accenture Ltd shares); and <\/font><\/p>\n <\/font>\n
     WHEREAS, each Partner acknowledges and agrees that, in connection with and as a result of the Transaction, such Partner will receive shares of Accenture Ltd, which will materially benefit the Partner; \nand <\/font><\/p>\n
 <\/font><\/p>\n
     WHEREAS, each Partner acknowledges and agrees that the consideration such Partner will receive in connection with the Transaction is in exchange for the Partner\u0092s interests in his or her Member \nFirm(s) that the Partner is transferring directly or indirectly to Accenture Ltd; and <\/font><\/p>\n <\/font> \n
<\/font><\/p>\n
   WHEREAS, each Partner acknowledges and agrees that it is essential to the success of the initial public offering (\u0093IPO\u0094) by Accenture Ltd of its Class A common shares and the enterprise in the \nfuture, and it will be so represented in connection therewith, that the Member Firm interests that are being transferred by the Accenture partners to Accenture Ltd or Accenture SCA in connection with the Transaction be protected by non-competition \nagreements similar to the Current Agreements; and <\/font><\/p>\n <\/font>\n
   WHEREAS, each Partner acknowledges and agrees that in connection with the Transaction, and in the course of such Partner\u0092s subsequent employment with Accenture Ltd or its affiliates, the Partner has been and \nwill be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of Accenture Ltd or its affiliates, and has been and will be provided with the opportunity to \ndevelop relationships with clients, prospective clients, employees and other agents of Accenture Ltd or its affiliates, and each Partner further acknowledges that such proprietary information and relationships are extremely valuable assets in which \nAccenture Ltd or its affiliates have invested and will continue to invest substantial time, effort and expense and which represent a significant component of the value of the Transaction to the other owners of Accenture Ltd and the owners of \nAccenture SCA; and <\/font><\/p>\n <\/font>\n
   WHEREAS, each Partner acknowledges and agrees that the other owners of Accenture Ltd and the owners of Accenture SCA would suffer significant and irreparable harm from such Partner competing with Accenture Ltd or \nits affiliates for a period of time after the IPO or after the termination of the Partner\u0092s employment with Accenture Ltd or its affiliates; and <\/font><\/p>\n\n
<\/font><\/p>\n <\/font>\n
     WHEREAS, each Partner agrees that he or she is willing to enter into this Agreement on the basis of, and in consideration of, all or substantially all of the Accenture partners entering into this \nAgreement or similar agreements; and <\/font><\/p>\n <\/font>\n
     WHEREAS, it is a condition precedent to each Partner participating in the Transaction that such Partner agree to be bound by the covenants contained herein; <\/font><\/p>\n <\/font>\n
     NOW, THEREFORE, for good and valuable consideration, each Partner and Accenture Ltd (each, a \u0093Party\u0094; collectively, the \u0093Parties\u0094) hereby covenant and agree to the following \nrestrictions which the Partner acknowledges and agrees are reasonable and necessary for the other owners of Accenture Ltd and the owners of Accenture SCA to have and enjoy the full benefit of the business interests acquired in connection with the \nTransaction and which will not unnecessarily or unreasonably restrict such Partner\u0092s professional opportunities should his or her employment with Accenture Ltd or its affiliates terminate: <\/font><\/p>\n <\/font>\n
     Section 1.<\/b> Non-Competition Covenants <\/b><\/font><\/p>\n <\/font>\n
     (a)<\/b> Each Partner shall not, for a period ending on the later of five (5) years following the date of the IPO, or eighteen (18) months following the termination of such Partner\u0092s employment \nwith Accenture Ltd or any of its affiliates (the \u0093Restricted Period\u0094): <\/font><\/p>\n <\/font>\n
     (i)<\/b> associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, \nconsultant, contractor or otherwise) with any Competitive Enterprise or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise and in connection with such association engage in Consulting Services, provided, \nhowever, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, such Partner\u0092s ownership as a passive investor of less than 1% of the outstanding publicly traded stock of a Competitive Enterprise \nshall not be deemed a violation of Section 1(a)(i) of this Agreement; <\/font><\/p>\n <\/font> \n
<\/font><\/p>\n
     (ii)<\/b> directly or indirectly (a) solicit, or assist any other individual, person, firm or other entity in soliciting, any Client or Prospective Client for the purpose of performing or providing \nany Consulting Services; or (b) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Consulting Services for any Client or Prospective Client; or (c) interfere with or damage (or attempt to \ninterfere with or damage) any relationship and\/or agreement between Accenture Ltd or any of its affiliates and a Client or Prospective Client; or <\/font><\/p>\n <\/font>\n
     (iii)<\/b> directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of \nAccenture Ltd or any of its affiliates, including, without limitation, any former employee or other agent of Accenture Ltd or any of its affiliates or any of their predecessors (including, but not limited to, Accenture and any of its affiliates) who \nceased working for Accenture Ltd or any of its affiliates or any of their predecessors within an eighteen month period before or after the date on which such Partner\u0092s employment with Accenture Ltd or any of its affiliates terminated, in \nconnection with or for the purpose of performing or providing Consulting Services. <\/font><\/p>\n <\/font>\n
     (b)<\/b> For purposes of this Agreement, the following definitions shall apply: <\/font><\/p>\n <\/font>\n
     (i)<\/b> The term \u0093Act\u0094 shall mean the Securities Exchange Act of 1934, as amended, or any successor thereto. <\/font><\/p>\n <\/font>\n
     (ii)<\/b> The term \u0093Beneficial Owner\u0094 shall mean a beneficial owner as such term is defined in Rule 13d-3 under the Act (or any successor rule thereto). <\/font><\/p>\n <\/font>\n
     (iii)<\/b> The term \u0093Board\u0094 shall mean the Board of Directors of Accenture Ltd. <\/font><\/p>\n <\/font>\n
     (iv)<\/b> The term \u0093Change in Control\u0094 shall mean the occurrence of any of the following events: <\/font><\/p>\n <\/font> \n
<\/font><\/p>\n
     (a)<\/b> any Person (other than (i) a Person holding securities representing 10% or more of the combined voting power of Accenture Ltd\u0092s outstanding securities as of the date of the IPO (a \n\u0093Pre-Existing Shareholder\u0094), (ii) Accenture Ltd, any trustee or other fiduciary holding securities under an employee benefit plan of Accenture Ltd, or (iii) any company owned, directly or indirectly, by the shareholders of Accenture Ltd in \nsubstantially the same proportions as their ownership of shares of Accenture Ltd) becomes the Beneficial Owner, directly or indirectly, of securities of Accenture Ltd, representing (I) 20% or more of the combined voting power of Accenture Ltd\u0092s \nthen-outstanding securities and (II) more of the combined voting power of Accenture Ltd\u0092s then-outstanding Shares than the Pre-Existing Shareholders in the aggregate; <\/font><\/p>\n <\/font>\n
     (b)<\/b> during any period of twenty-four consecutive months (not including any period prior to the IPO), individuals who at the beginning of such period constitute the Board, and any new director \n(other than a director nominated by any Person (other than Accenture Ltd) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened proxy contest) which if consummated would \nconstitute a Change in Control under (a), (c) or (d) of this Section 1(b)(iv)) whose election by the Board or nomination for election by Accenture Ltd\u0092s shareholders was approved by a vote of at least two-thirds of the directors then still in \noffice who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; <\/font><\/p>\n <\/font>\n
     (c)<\/b> the consummation of any transaction or series of transactions resulting in a merger or consolidation, in which Accenture Ltd is involved, other than a merger or consolidation which would \nresult in the shareholders of Accenture Ltd immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity), in the same proportion as immediately prior to the \ntransaction(s), more than 50% of the combined voting power of the voting securities of Accenture Ltd or such surviving entity outstanding immediately after such merger or consolidation; or <\/font><\/p>\n <\/font> \n
<\/font><\/p>\n
     (d)<\/b> the complete liquidation of Accenture Ltd or the sale or disposition by Accenture Ltd of all or substantially all of Accenture Ltd\u0092s assets, other than a liquidation of Accenture Ltd \ninto a wholly-owned subsidiary. <\/font><\/p>\n <\/font>\n
     (v)<\/b> The term \u0093Client\u0094 shall mean any person, firm, corporation or other organization whatsoever for whom Accenture Ltd or any of its affiliates or any of their predecessors (including, \nbut not limited to, Accenture and its affiliates) provided services within an eighteen month period before or after the date on which the Partner\u0092s employment with Accenture Ltd or any of its affiliates terminated. <\/font><\/p>\n <\/font>\n
     (vi)<\/b> The term \u0093Competitive Enterprise\u0094 shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of \nservices of the type provided by Accenture Ltd or any of its affiliates or any of their predecessors (including, but not limited to, Accenture and its affiliates) at any time, past, present or future. \u0093Competitive Enterprise\u0094shall include, \nbut not be limited to, the entities set forth on Appendix A hereto. Accenture Ltd may publish to the Partners from time to time a revised Appendix A. <\/font><\/p>\n
     (vii)<\/b> The term \u0093Consulting Services\u0094 shall mean the performance of any services of the type provided by Accenture Ltd or any of its affiliates or any of their predecessors (including, \nbut not limited to, Accenture and its affiliates) at any time, past, present or future. <\/font><\/p>\n
     (viii)<\/b> The term \u0093employment\u0094 shall mean employment by and\/or engagement with Accenture Ltd or any of its affiliates. <\/font><\/p>\n
     (ix)<\/b> The term \u0093Partners\u0094 (each, a \u0093Partner\u0094) shall mean those persons other than Accenture Ltd who agree to be bound hereby.  <\/font><\/p>\n\n
<\/font><\/p>\n
     (x)<\/b> The term \u0093Person\u0094 shall mean a person as such term is used for purposes of Section 13(d) or 14(d) of the Act. <\/font><\/p>\n <\/font>\n
     (xi)<\/b> The term \u0093Prospective Client\u0094 shall mean any person, firm, corporation, or other organization whatsoever with whom Accenture Ltd or any of its affiliates or any of their \npredecessors (including, but not limited to, Accenture and its affiliates) have had any negotiations or discussions regarding the possible performance of services within the eighteen months preceding the Partner\u0092s termination of employment with \nAccenture Ltd or any of its affiliates. <\/font><\/p>\n <\/font>\n
     (xii) <\/b>The term \u0093Shares\u0094 shall mean the Class A common shares of Accenture Ltd. <\/font><\/p>\n <\/font>\n
     (xiii)<\/b> The term \u0093solicit\u0094 shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting \nany person or entity, in any manner, to take or refrain from taking any action. <\/font><\/p>\n <\/font>\n
     (c)<\/b> Each Partner\u0092s Country Company Managing Director is authorized to waive any or all of the foregoing restrictions, or any portion thereof, provided, however, that the Country Company \nManaging Director must first obtain the written consent to such waiver of the Chief Executive Officer of Accenture Ltd, who may grant or withhold such consent in his or her sole and absolute discretion. <\/font><\/p>\n <\/font> \n
<\/font><\/p>\n
     Section 2. Remedies Upon Breach <\/b><\/font><\/p>\n <\/font>\n
     (a) Damages <\/b><\/font><\/p>\n <\/font>\n
     Each Partner agrees that if such Partner were to breach any provisions of this Agreement, Accenture Ltd would suffer damages that are not readily ascertainable. Accordingly, in addition to and without \nlimiting any remedies in law or in equity that may be available to Accenture Ltd for the breach of this Agreement, including, but not limited to, injunctive and other equitable relief, each Partner agrees that in the event of a breach of this \nAgreement by such Partner, as reasonably determined by the Board of Directors of Accenture Ltd, such Partner shall pay to Accenture Ltd immediately following such determination and a written demand therefor, a cash payment in the amount designated \nfor such Partner on Appendix B hereto or such lesser amount as may be designated by the Board of Directors of Accenture Ltd in its sole and absolute discretion, as and for liquidated damages (\u0093Liquidated Damages\u0094). Each Partner \nacknowledges and agrees that the payment required by this Section is a reasonable forecast of the damages likely to result from such breach and is not a penalty of any kind. <\/font><\/p>\n <\/font>\n
     Each Partner agrees that the Liquidated Damages shall be secured by the shares of Accenture Ltd received by the Partner in the Transaction, pursuant to the Pledge Agreement dated as of the date hereof, \nattached as Appendix C hereto (\u0093Pledge Agreement\u0094), which is incorporated herein by reference and made a part of this Agreement. <\/font><\/p>\n <\/font>\n
     Each Partner further agrees that the payment of Liquidated Damages shall not be construed as a release or waiver by Accenture Ltd of the right to prevent the continuation of any such breach of this \nAgreement in equity or otherwise and shall not preclude or be construed to preclude Accenture Ltd from making a showing of irreparable injury or any other element that may be necessary to secure injunctive relief. <\/font><\/p>\n <\/font> \n
<\/font><\/p>\n
     (b) Injunctive Relief <\/b><\/font><\/p>\n <\/font>\n
     Each Partner acknowledges and agrees that Accenture Ltd\u0092s remedy at law for any breach of the covenants contained herein would be inadequate and that for any breach of such covenants, Accenture \nLtd shall, in addition to other remedies as may be available to it at law or in equity, or as provided for in this Agreement, be entitled to an injunction, restraining order, or other equitable relief, without the necessity of posting a bond, \nrestraining the Partner from committing or continuing to commit any violation of the covenants. Each Partner agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate \nand that remedies at law would be inadequate. <\/font><\/p>\n <\/font>\n
     Section 3. Governing Law <\/b><\/font><\/p>\n <\/font>\n
     This Agreement and the rights and duties of the Parties thereunder shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to principles of \nconflicts of laws. <\/font><\/p>\n <\/font>\n
     Section 4. Resolution of Disputes<\/b><\/font><\/p>\n <\/font>\n
     (a)<\/b> Any and all disputes arising out of, relating to or in connection with this Agreement and\/or the Pledge Agreement (together, the \u0093Agreements\u0094), including, but not limited to, \ndisputes relating to the validity, negotiation, execution, interpretation, performance or non-performance of the Agreements (including the validity, scope and enforceability of this arbitration provision), shall be finally settled by arbitration \nconducted by a single arbitrator in New York. The proceedings shall be conducted pursuant to the then-existing Rules of Arbitration of the International Chamber of Commerce, except that the Parties may select an arbitrator who is a national of the \nsame country as one of the Parties. If the Parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of request for arbitration, either Party may apply to the International Chamber of Commerce to \nmake the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. <\/font><\/p>\n\n
<\/font><\/p>\n <\/font>\n
     (b)<\/b> Notwithstanding the provisions of Paragraph (a) of this Section 4, Accenture Ltd may bring an action or special proceeding in any court of competent jurisdiction for the purpose of \ncompelling a Partner to arbitrate, seeking temporary or preliminary relief pending resolution of a dispute between the Parties and\/or enforcing an arbitration award, and, for the purposes of this Paragraph (b), each Partner (i) expressly consents to \nthe application of Paragraph (c) of this Section 4 to any such action or proceeding and (ii) irrevocably appoints the General Counsel of Accenture Ltd, c\/o Accenture Ltd, 1661 Page Mill Road, Palo Alto, CA 94304 (or, if different, the then-current \nprincipal business address of the duly appointed General Counsel of Accenture Ltd) as such Partner\u0092s agent for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall \npromptly advise such Partner of any such service of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding. <\/font><\/p>\n <\/font>\n
     (c)<\/b> (i) The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the State of New York and the courts of the United States of America located in the State of New \nYork for the purpose of any judicial proceeding brought in accordance with the provisions of Paragraph (b) of this Section 4, or any judicial proceeding ancillary to an arbitration or contemplated arbitration arising out of or relating to or \nconcerning the Agreements. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The Parties \nacknowledge that the for a designated by this Paragraph (c) have a reasonable relation to the Agreements, and to the Parties\u0092 relationship with one another. <\/font><\/p>\n\n
 <\/font><\/p>\n <\/font>\n
     (ii) 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 such \nancillary suit, action or proceeding brought in any court referred to in Paragraph (c)(i) of this Section 4, and the Parties agree not to plead or claim the same. <\/font><\/p>\n <\/font>\n
     Section 5. Amendment; Waiver <\/b><\/font><\/p>\n <\/font>\n
     This Agreement may not be modified, other than by a written agreement executed by the Partner and Accenture Ltd, nor may any provision hereof be waived other than by a writing executed by Accenture \nLtd. <\/font><\/p>\n <\/font>\n
     The waiver by Accenture Ltd of any particular default by a Partner shall not affect or impair the rights of Accenture Ltd with respect to any subsequent default of the same or of a different kind by \nsuch Partner or a different Partner; nor shall any delay or omission by Accenture Ltd to exercise any right arising from any default by a Partner affect or impair any rights that Accenture Ltd may have with respect to the same or any future default \nby such Partner or a different Partner. <\/font><\/p>\n <\/font>\n
     Section 6. Notice <\/b><\/font><\/p>\n <\/font>\n
     (a)<\/b> Any communication, demand or notice to be given hereunder will be duly given (and shall be deemed to be received) when delivered in writing by hand or first class mail or by telecopy to a \nparty at its address as indicated below: <\/font><\/p>\n
     If to a Partner,\n
\n\n
\n           c\/o Accenture Ltd\n
\n           1661 Page Mill Road\n
\n           Palo Alto, CA 94304\n
\n           Telecopy: (650) 213-2956\n
\n           Attention: General Counsel\n
\n           (or, if different, the then-current principal business address of the duly\n
\n           appointed General Counsel of Accenture Ltd)<\/font><\/p>\n\n
\n
\n\n
\n      If to Accenture Ltd,\n
\n\n
\n           Accenture Ltd\n
\n           1661 Page Mill Road\n
\n           Palo Alto, CA 94304\n
\n           Telecopy: (650) 213-2956\n
\n           Attention: General Counsel\n
\n           (or, if different, the then-current principal business address of the duly\n
\n           appointed General Counsel of Accenture Ltd)  <\/font><\/p>\n
     (b) <\/b>Accenture Ltd shall be responsible for notifying each Partner of the receipt of a communication, demand or notice under this Agreement relevant to such Partner, in writing, at the address of \nsuch Partner then in the records of Accenture Ltd (and each Partner shall notify Accenture Ltd of any change in such address for communications, demands and notices) or by electronic mail to the principal electronic address of such person maintained \nby Accenture Ltd. <\/font><\/p>\n <\/font>\n
     (c)<\/b> Unless otherwise provided to the contrary herein, any notice which is required to be given in writing pursuant to the terms of this Agreement may be given by telecopy. <\/font><\/p>\n <\/font>\n
     Section 7. Severability <\/b><\/font><\/p>\n <\/font>\n
     If any provision of this Agreement shall be held or deemed to be invalid, illegal, or unenforceable in any jurisdiction, for any reason, the invalidity of that provision shall not have the effect of \nrendering the provision in question unenforceable in any other jurisdiction or in any other case or of rendering any other provisions herein unenforceable, but the invalid provision shall be substituted with a valid provision which most closely \napproximates the intent and the economic effect of the invalid provision and which would be enforceable to the maximum extent permitted in such jurisdiction or in such case. <\/font><\/p>\n <\/font>\n
     Section 8. Change in Control <\/b><\/font><\/p>\n <\/font>\n
     Notwithstanding any provision in this Agreement to the contrary, this Agreement shall terminate in the event of a Change in Control after the IPO. <\/font><\/p>\n <\/font> \n
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     Section 9. Entire Agreement <\/b><\/font><\/p>\n <\/font>\n
     This Agreement and the Pledge Agreement contain the entire agreement between the Parties with respect to the subject matter therein and supersede all prior oral and written agreements between the \nParties pertaining to such matters. <\/font><\/p>\n <\/font>\n
     Section 10. Further Assurances <\/b><\/font><\/p>\n <\/font>\n
     Each Partner agrees to execute all such further instruments and documents and to take all such further action as may be reasonably necessary to effect the terms and purposes of this Agreement. \n<\/font><\/p>\n <\/font>\n
     Section 11. Execution in Counterparts <\/b><\/font><\/p>\n <\/font>\n
     This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one agreement. <\/font><\/p>\n <\/font> \n
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     IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed this Non-Competition Agreement as of the date first above written. <\/font><\/p>\n\n
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