{"id":40125,"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-sca.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-competition-agreement-accenture-sca","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-competition-agreement-accenture-sca.html","title":{"rendered":"Non-Competition Agreement – Accenture SCA"},"content":{"rendered":"
\n
 <\/p>\n
NON-COMPETITION AGREEMENT\n
\n\n
\n\n
\n\n
\nAMONG\n
\n\n
\n\n
\n\n
\nACCENTURE SCA\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
<\/p>\n<\/pre>\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<\/font><\/b><\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
Page<\/font><\/u><\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n<\/tr>\n

\nSection 1. Non-Competition Covenants<\/a>
\n<\/b><\/font><\/td>\n		\n
3<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 2. Remedies Upon Breach<\/a>
\n<\/b><\/font><\/td>\n		\n
8<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 3. Governing Law<\/a>
\n<\/b><\/font><\/td>\n		\n
9<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 4. Resolution of Disputes<\/a>
\n<\/b><\/font><\/td>\n		\n
9<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 5. Amendment; Waiver<\/a>
\n<\/b><\/font><\/td>\n		\n
11<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 6. Notice<\/a>
\n<\/b><\/font><\/td>\n		\n
11<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 7. Severability<\/a>
\n<\/b><\/font><\/td>\n		\n
12<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 8. Change in Control<\/a>
\n<\/b><\/font><\/td>\n		\n
13<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 9. Entire Agreement<\/a>
\n<\/b><\/font><\/td>\n		\n
13<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 10. Further Assurances<\/a>
\n<\/b><\/font><\/td>\n		\n
13<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/font><\/div>\n<\/td>\n<\/tr>\n

\nSection 11. Execution in Counterparts<\/a>
\n<\/b><\/font><\/td>\n		\n
13<\/font><\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/div>\n<\/td>\n<\/tr>\n
\n
\n
Appendix A – Competitive Enterprises<\/font><\/p>\n<\/blockquote>\n<\/td>\n
\n
<\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/div>\n<\/td>\n<\/tr>\n
\n
\n
Appendix B – Liquidated Damages<\/font><\/p>\n<\/blockquote>\n<\/td>\n
\n
<\/div>\n<\/td>\n<\/tr>\n
 <\/td>\n\n
<\/div>\n<\/td>\n<\/tr>\n
\n
\n
Appendix C – Pledge Agreement<\/font><\/p>\n<\/blockquote>\n<\/td>\n
\n
<\/div>\n<\/td>\n<\/tr>\n<\/table>\n
 <\/font>     This Non-Competition Agreement, dated as of April 18, 2001 (as amended, supplemented, waived or otherwise modified from time to time
\nin accordance with its terms, this \u0093Agreement\u0094), among Accenture SCA, a Luxembourg soci\u00e9t\u00e9 en commandite par actions<\/i> (\u0093Accenture SCA\u0094), and the Partners (hereinafter defined).<\/font><\/p>\n
WITNESSETH:<\/font><\/p>\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
\nAgreements\u0094); and<\/font><\/p>\n
     WHEREAS, in connection with the worldwide reorganization of the business and operations of the Accenture Worldwide Organization currently conducted through the Member Firm
\nInter-Firm organization structure (\u0093Accenture\u0094) into a unified corporate holding company structure with Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EC30090) (\u0093Accenture
\nLtd\u0094), as the top-tier holding company, and Accenture SCA 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
\nAccenture Ltd or Accenture SCA, as the case may be (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);
\nand<\/font><\/p>\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 SCA which will materially
\nbenefit the Partner; and<\/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
\nin his or her Member Firm(s) that the Partner is transferring directly or indirectly to Accenture SCA; and<\/font><\/p>\n<\/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\u00a0A common
\nshares and the enterprise in the future, 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
\nbe protected by non-competition agreements similar to the Current Agreements; and<\/font><\/p>\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 SCA or its
\naffiliates, the Partner has been and will be provided with access to sensitive and proprietary information about the clients, prospective clients, knowledge capital and business practices of Accenture SCA or its affiliates, and has been and will be
\nprovided with the opportunity to develop relationships with clients, prospective clients, employees and other agents of Accenture SCA or its affiliates, and each Partner further acknowledges that such proprietary information and relationships are
\nextremely valuable assets in which Accenture SCA 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
\nAccenture SCA and the owners of Accenture Ltd; and<\/font><\/p>\n
     WHEREAS, each Partner acknowledges and agrees that the other owners of Accenture SCA and the owners of Accenture Ltd would suffer significant and irreparable harm from such
\nPartner competing with Accenture SCA or its affiliates for a period of time after the IPO or after the termination of the Partner\u0092s employment with Accenture SCA or its affiliates; and<\/font><\/p>\n<\/p>\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
\nentering into this Agreement or similar agreements; and<\/font><\/p>\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
     NOW, THEREFORE, for good and valuable consideration, each Partner and Accenture SCA (each, a \u0093Party\u0094; collectively, the \u0093Parties\u0094) hereby covenant and agree
\nto the following restrictions which the Partner acknowledges and agrees are reasonable and necessary for the other owners of Accenture SCA and the owners of Accenture Ltd to have and enjoy the full benefit of the business interests acquired in
\nconnection with the Transaction and which will not unnecessarily or unreasonably restrict such Partner\u0092s professional opportunities should his or her employment with Accenture SCA or its affiliates terminate:<\/font><\/p>\n

\n<\/a>
\nSection 1. Non-Competition Covenants<\/font><\/b><\/font><\/p>\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
\nPartner\u0092s employment with Accenture SCA or any of its affiliates (the \u0093Restricted Period\u0094):<\/font><\/p>\n
     (i)<\/b> associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate,
\nemployee, member, consultant, 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
\nServices, provided, however, 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
\nCompetitive Enterprise shall not be deemed a violation of Section 1(a)(i) of this Agreement; <\/font><\/p>\n<\/p>\n
     (ii)<\/b> directly or indirectly <\/b>(a) <\/b>solicit, or assist any other individual, person, firm or other entity in soliciting, any Client or Prospective Client for the
\npurpose of performing or providing any 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)
\ninterfere with or damage (or attempt to interfere with or damage) any relationship and\/or agreement between Accenture SCA or any of its affiliates and a Client or Prospective Client; or<\/font><\/p>\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
\nor other agent of Accenture SCA or any of its affiliates, including, without limitation, any former employee or other agent of Accenture SCA or any of its affiliates or any of their predecessors (including, but not limited to, Accenture and any of
\nits affiliates) who ceased working for Accenture SCA 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 SCA or any of its affiliates
\nterminated, in connection with or for the purpose of performing or providing Consulting Services.<\/font><\/p>\n
     (b)<\/b> For purposes of this Agreement, the following definitions shall apply:<\/font><\/p>\n
     (i)<\/b> The term \u0093Accenture SCA General Partner\u0094 shall mean the general partner of Accenture SCA.<\/font><\/p>\n
     (ii)<\/b> The term \u0093Act\u0094 shall mean the Securities Exchange Act of 1934, as amended, or any successor thereto.<\/font><\/p>\n
     (iii)<\/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<\/p>\n
     (iv)<\/b> The term \u0093Board\u0094 shall mean the Board of Directors of the Accenture SCA General Partner.<\/font><\/p>\n
     (v)<\/b> The term \u0093Change in Control\u0094 shall mean the occurrence of any of the following events:<\/font><\/p>\n
     (a)<\/b> any Person (other than (i) a Person holding securities representing 10% or more of the combined voting power of the Accenture SCA General Partner\u0092s outstanding
\nsecurities as of the date of the IPO (a \u0093Pre-Existing Shareholder\u0094), (ii) the Accenture SCA General Partner, any trustee or other fiduciary holding securities under an employee benefit plan of the Accenture SCA General Partner, or (iii)
\nany company owned, directly or indirectly, by the shareholders of the Accenture SCA General Partner in substantially the same proportions as their ownership of shares of the Accenture SCA General Partner) becomes the Beneficial Owner, directly or
\nindirectly, of securities of the Accenture SCA General Partner, representing (I) 20% or more of the combined voting power of the Accenture SCA General Partner\u0092s then-outstanding securities and (II) more of the combined voting power of the
\nAccenture SCA General Partner\u0092s then-outstanding Shares than the Pre-Existing Shareholders in the aggregate;<\/font><\/p>\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,
\nand any new director (other than a director nominated by any Person (other than the Accenture SCA General Partner) who publicly announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened
\nproxy contest) which if consummated would constitute a Change in Control under (a), (c) or (d) of this Section 1(b)(v)) whose election by the Board or nomination for election by the Accenture SCA General Partner\u0092s shareholders was approved by a
\nvote of at least two-thirds of the directors then still in office 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
\nmajority thereof;<\/font><\/p>\n<\/p>\n
     (c)<\/b> the consummation of any transaction or series of transactions resulting in a merger or consolidation, in which the Accenture SCA General Partner is involved, other
\nthan a merger or consolidation which would result in the shareholders of the Accenture SCA General Partner immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving
\nentity), in the same proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting securities of the Accenture SCA General Partner or such surviving entity outstanding immediately after such merger
\nor consolidation; or<\/font><\/p>\n
     (d)<\/b> the complete liquidation of the Accenture SCA General Partner or the sale or disposition by the Accenture SCA General Partner of all or substantially all of the
\nAccenture SCA General Partner\u0092s assets, other than a liquidation of the Accenture SCA General Partner into a wholly-owned subsidiary.<\/font><\/p>\n
     (vi)<\/b> The term \u0093Client\u0094 shall mean any person, firm, corporation or other organization whatsoever for whom Accenture SCA or any of its affiliates or any of their
\npredecessors (including, but 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 SCA or any of its affiliates terminated.
\n<\/font><\/p>\n
     (vii)<\/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
\nin, the performance of services of the type provided by Accenture SCA 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
\nEnterprise\u0094 shall include, but not be limited to, the entities set forth on Appendix A hereto. Accenture SCA may publish to the Partners from time to time a revised Appendix A. <\/font><\/p>\n<\/p>\n
     (viii)<\/b> The term \u0093Consulting Services\u0094 shall mean the performance of any services of the type provided by Accenture SCA or any of its affiliates or any of their
\npredecessors (including, but not limited to, Accenture and its affiliates) at any time, past, present or future.<\/font><\/p>\n
     (ix)<\/b> The term \u0093employment\u0094 shall mean employment by and\/or engagement with Accenture SCA or any of its affiliates. <\/font><\/p>\n
     (x)<\/b> The term \u0093Partners\u0094 (each, a \u0093Partner\u0094) shall mean those persons other than Accenture SCA who agree to be bound hereby.<\/font><\/p>\n
     (xi)<\/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
     (xii)<\/b> The term \u0093Prospective Client\u0094 shall mean any person, firm, corporation, or other organization whatsoever with whom Accenture SCA or any of its affiliates
\nor any of their predecessors (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
\nemployment with Accenture SCA or any of its affiliates.<\/font><\/p>\n
     (xiii)<\/b> The term \u0093Shares\u0094 shall mean the Class A common shares of the Accenture SCA General Partner.<\/font><\/p>\n
     (xiv)<\/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,
\nencouraging or requesting any person or entity, in any manner, to take or refrain from taking any action. <\/font><\/p>\n<\/p>\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
\nthe Country Company Managing Director must first obtain the written consent to such waiver of the Chief Executive Officer of the Accenture SCA General Partner, who may grant or withhold such consent in his or her sole and absolute
\ndiscretion.<\/font><\/p>\n

\n<\/a>
\nSection 2. Remedies Upon Breach<\/font><\/b><\/font><\/p>\n
     (a) Damages<\/b> <\/font><\/p>\n
     Each Partner agrees that if such Partner were to breach any provisions of this Agreement, Accenture SCA would suffer damages that are not readily ascertainable. Accordingly, in
\naddition to and without limiting any remedies in law or in equity that may be available to Accenture SCA for the breach of this Agreement, including, but not limited to, injunctive and other equitable relief, each Partner agrees that in the event of
\na breach of this Agreement by such Partner, as reasonably determined by the Supervisory Board of Accenture SCA, such Partner shall pay to Accenture SCA immediately following such determination and a written demand therefor, a cash payment in the
\namount designated for the Partner on Appendix B hereto or such lesser amount as may be designated by the Supervisory Board of Accenture SCA in its sole and absolute discretion, as and for liquidated damages (\u0093Liquidated Damages\u0094). Each
\nPartner acknowledges 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
     Each Partner agrees that the Liquidated Damages shall be secured by the shares of Accenture SCA received by the Partner in the Transaction, pursuant to the Pledge Agreement dated
\nas of the date hereof, attached as Appendix C hereto (\u0093Pledge Agreement\u0094), which is incorporated herein by reference and made a part of this Agreement. <\/font><\/p>\n<\/p>\n
    Each Partner further agrees that the payment of Liquidated Damages shall not be construed as a release or waiver by Accenture SCA of the right to prevent the continuation of any such
\nbreach of this Agreement in equity or otherwise and shall not preclude or be construed to preclude Accenture SCA from making a showing of irreparable injury or any other element that may be necessary to secure injunctive relief.<\/font><\/p>\n
     (b) Injunctive Relief<\/font><\/b><\/font><\/p>\n
     Each Partner acknowledges and agrees that Accenture SCA\u0092s remedy at law for any breach of the covenants contained herein would be inadequate and that for any breach of such
\ncovenants, Accenture SCA 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
\nposting a bond, restraining 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
\ndifficult to calculate and that remedies at law would be inadequate.<\/font><\/p>\n

\n<\/a>
\nSection 3. Governing Law<\/font><\/b><\/font><\/p>\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
\nregard to principles of conflicts of laws.<\/font><\/p>\n

\n<\/a>
\nSection 4. Resolution of Disputes<\/font><\/b><\/font><\/p>\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,
\nbut not limited to, disputes 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
\nsettled by arbitration conducted 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
\nis a national of the same 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
\nChamber of Commerce to make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. <\/font><\/p>\n<\/p>\n
     (b)<\/b> Notwithstanding the provisions of Paragraph (a) of this Section 4, Accenture SCA may bring an action or special proceeding in any court of competent jurisdiction for
\nthe purpose of compelling 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)
\nexpressly consents to the application of Paragraph (c) of this Section 4 to any such action or proceeding and (ii) irrevocably appoints the General Partner of Accenture SCA, 398 Route d\u0092Esch, L-1471, Luxembourg (or, if different, the
\nthen-current corporate seat of Accenture SCA) 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 promptly advise such Partner of any such
\nservice of process, shall be deemed in every respect effective service of process upon the Partner in any such action or proceeding.<\/font><\/p>\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
\nlocated in the State of New York 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
\nof or relating to or concerning 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
\naward. The Parties acknowledge that the fora designated by this Paragraph (c) have a reasonable relation to the Agreements, and to the Parties\u0092 relationship with one another. <\/font><\/p>\n<\/p>\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
\nvenue of any such ancillary 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

\n<\/a>
\nSection 5. Amendment; Waiver<\/font><\/b><\/font><\/p>\n
     This Agreement may not be modified, other than by a written agreement executed by the Partner and Accenture SCA, nor may any provision hereof be waived other than by a writing
\nexecuted by Accenture SCA. <\/font><\/p>\n
     The waiver by Accenture SCA of any particular default by a Partner shall not affect or impair the rights of Accenture SCA with respect to any subsequent default of the same or of
\na different kind by such Partner or a different Partner; nor shall any delay or omission by Accenture SCA to exercise any right arising from any default by a Partner affect or impair any rights that Accenture SCA may have with respect to the same or
\nany future default by such Partner or a different Partner. <\/font><\/p>\n

\n<\/a>
\nSection 6. Notice<\/font><\/b><\/font><\/p>\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
\nor by telecopy to a party at its address as indicated below:<\/font><\/p>\n<\/p>\n
If to a Partner, <\/font><\/p>\n