FORM OF TRANSFER RIGHTS AGREEMENT



 


Exhibit 10.6



 

TRANSFER RIGHTS AGREEMENT











AMONG











ACCENTURE SCA











and











THE COVERED PERSONS SIGNATORY HERETO











Dated as of April 18, 2001





		
	 TABLE OF CONTENTS

	 
	 	 	 
	 	  Page

	 
				 
	
ARTICLE I DEFINITIONS AND OTHER MATTERS
		1	 
				 
	         
Section 1.1. Definitions
		1	 
	         
Section 1.2.  Gender
		4	 
		
	 	 	 	
	
ARTICLE II LIMITATIONS ON TRANSFER OF SHARES
		 5

	
				 
	         
Section 2.1.   Transfer Restrictions
		5	 
	         
Section 2.2.   Release of Transfer Restrictions
		5	 
	         
Section 2.3.   Certain Additional Restrictions
		8	 
	         
Section 2.4.   Holding of Covered Shares in Custody and/or in Nominee Name; Legend on
                                     
Certificates; Entry of Stop Transfer Orders
		8	 
			
	 	 	 
	
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES
 		 10


				 
	
ARTICLE IV OTHER AGREEMENTS OF THE PARTIES
		11	 
				 
	         
Section 4.1.   Redemption Price
		11	 
	         
Section 4.2.   Accenture SCA Partners Committee
		11	 
	         
Section 4.3.   Indemnification and Expenses
		12	 
	         
Section 4.4.   Adjustment upon Changes in Capitalization; Adjustments upon Changes of



                                      
Control; Representatives, Successors and Assigns
		13	 
	       
Section 4.5.   Filing of Schedule 13D or 13G
		14	 
	       
Section 4.6.   Further Assurances
		15	 
				 
	
ARTICLE V MISCELLANEOUS
		15	 
	 			 
	         
Section 5.1.   Term of the Agreement; Termination of Certain Provisions
		15	 
	         
Section 5.2.   Amendments
		15	 
	         
Section 5.3.   Waivers
		16	 
	         
Section 5.4.   Governing Law
		17	 
	         
Section 5.5.   Resolution of Disputes
		17	 
	         
Section 5.6.   Relationship of Parties
		19	 
	         
Section 5.7.   Notices
		19	 
	         
Section 5.8.   Severability
		20	 
	         
Section 5.9.   Right to Determine Tender Confidentially
		20	 
	         
Section 5.10.   No Third-Party Rights
		20	 
	         
Section 5.11.   Section Headings
		20	 
	       
Section 5.12.   Execution in Counterparts
		20	 
				 
	         
Appendix A - Covered Persons
			 




 

 

 


     This Transfer Rights Agreement, dated as of April 18, 2001 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms,
this “Agreement”), among Accenture SCA, a Luxembourg société en commandite par actions (“Accenture SCA”), and the Covered Persons (hereinafter defined).

WITNESSETH:

     WHEREAS, the Covered Persons may in the future become beneficial owners of Class I Common Shares, par value 1.25 euro per share, of Accenture SCA (the “Common
Shares”).

     WHEREAS, the Covered Persons desire to address herein certain relationships among themselves with respect to the disposition of their Common Shares and various
other matters and desire to give to the Accenture SCA Partners Committee (hereinafter defined) the power to enforce their agreements with respect thereto on their behalf.

     NOW, THEREFORE, in consideration of the premises and of the mutual agreements, covenants and provisions herein contained, the parties hereto agree as
follows:



ARTICLE I




DEFINITIONS AND OTHER MATTERS



     

Section 1.1. Definitions. The following words and phrases as used herein shall have the following meanings, except as otherwise expressly provided or unless the context otherwise requires: 

     (a) “Accenture Ltd Class A Common Shares” shall mean the Class A Common Shares of Accenture LTD, an exempted company limited by shares organized under the
laws of Bermuda.

     (b) “Accenture SCA” shall have the meaning ascribed to such term in the preamble hereto.

     (c) “Accenture SCA Partners Committee” shall have the meaning ascribed to such term in Section 4.2 hereof.

     (d) This “Agreement” shall have the meaning ascribed to such term in the preamble hereto.

     (e) “Base Eligible Sales” shall have the meaning ascribed to such term in Section 2.2 hereof.

     (f) A “beneficial owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or
otherwise has, or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security, but for
purposes of this Agreement a person shall not be deemed a beneficial owner of Common Shares (A) solely by virtue of the application of Exchange Act Rule 13d-3(d) or Exchange Act Rule 13d-5 as in effect on the date hereof, (B) solely by virtue of the
possession of the legal right to vote securities under applicable law (such as by proxy, power of attorney or appointment as corporate representative) or (C) held of record by a “private foundation” subject to the requirements of Section
509 of the Code (or equivalent in other jurisdictions as determined from time to time by the Accenture SCA Partners Committee). “Beneficially own” and “beneficial ownership” shall have correlative meanings. For purposes of the
determination of beneficial ownership only, the provisions of Article II hereof shall not be deemed to transfer the investment power with respect to any Common Shares. 




     (g) “Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations
thereunder. 

     (h) “Common Shares” shall have the meaning ascribed to such term in the recitals hereto.

     (i) “Company” shall mean Accenture SCA, together with its general partner and its Subsidiaries from time to time.

     (j) “Continuing Provisions” shall have the meaning ascribed to such term in Section 5.1(b) hereof. 

     (k) “Covered Persons” shall mean those persons, other than Accenture SCA, who are from time to time parties to this Agreement and whose names are, or are
required to be, listed on Appendix A hereto, in each case in accordance with the terms hereof.

     (l) A Covered Person’s “Covered Shares” shall mean any Common Shares beneficially owned by such Covered Person at the time in question but, shall not
include any Common Shares excluded from the definition of Covered Shares by action of the Accenture SCA Partners Committee prior to the IPO Date. “Covered Shares” shall also include the securities that are defined to be “Covered
Shares” in Section 4.4 hereof. A Covered Person “acquires” Covered Shares when such Covered Person first acquires beneficial ownership over such Covered Shares.

     (m) The term “disabled” shall mean “disabled” as defined (i) in any employment agreement then in effect between the employee and the Company, or
(ii) if not defined therein, or if there shall be no such agreement, as defined in the Company’s long-term disability plan as in effect from time to time, or (iii) if there shall be no plan, the inability of an employee to perform in all
material respects his duties and responsibilities to the Company for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period by reason of a physical or mental incapacity. Any
question as to the existence of a disability as to which the employee and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the employee and the Company. If the employee and the
Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determinations in writing. The determination of disability made in writing to the
Company and the employee shall be final and conclusive for all purposes of this Agreement.




     (n) “Disabled Employee” shall have the meaning ascribed to such term in Section 2.2 hereof.

     (o) An “employee” shall include, without limitation, the owners and employees of partner personal service companies in certain countries with which the
Company has personal service contracts (in each case as agreed by the Accenture SCA Partners Committee), and any other similarly situated person designated as an “employee” by the Accenture SCA Partners Committee.

     (p) “Employee Covered Person” shall mean a Covered Person that is an employee of the Company at the time in question, provided that if the Company has
received notice that any Covered Person intends to terminate such Covered Person’s employment with the Company (except in the case of notice with respect to retirement or disability), such Covered Person shall be deemed not to be an Employee
Covered Person.

     (q) “Employee Covered Shares” shall have the meaning ascribed to such term in Section 5.1 hereof.

     (r) “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended to date and as further amended from time to time.

     (s) A reference to an “Exchange Act Rule” shall mean such rule or regulation of the United States Securities and Exchange Commission under the Exchange
Act, as in effect from time to time or as replaced by a successor rule thereto.

     (t) “IPO Date” shall mean the closing date of the initial public offering of the Accenture Ltd Class A Common Shares.

     (u) “Market Price of an Accenture Ltd Class A Common Share” shall have the meaning ascribed to such term in the Articles of Association of Accenture SCA,
as such term may be amended from time to time pursuant to the Articles of Association of Accenture SCA.

     (v) “Non-Competition Agreement” shall mean, collectively, any Non-Competition Agreement, dated as of the date hereof, among the Company and the partners
from time to time party thereto.

     (w) “Permitted Basket Transaction” shall mean the purchase or sale of, or the establishment of a long or short position in, a basket or index of
securities (or of a derivative financial instrument with respect to a basket or index of securities) that includes securities of the Company, in each case if such purchase, sale or establishment is permitted under the Company’s policy on
hedging with respect to securities of the Company and other relevant policies, including insider trading policies, as announced from time to time.




     (x) A “person” shall include, as applicable, any individual, estate, trust, corporation, partnership, limited liability company, unlimited liability
company, foundation, association or other entity.

     (y) “Retired Employee” shall have the meaning ascribed to such term in Section 2.2 hereof.

     (z) “Securities Act” shall mean the United States Securities Act of 1933, as amended from time to time.

     (aa) “Sole Beneficial Owner” shall mean a person who is the beneficial owner of Covered Shares, who does not share beneficial ownership of such Covered
Shares with any other person (other than pursuant to this Agreement, the Non-Competition Agreement or applicable community property laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic
interest in the Covered Shares. An economic interest of the Company (or of any other person with respect to which the Company has expressly agreed to in writing) as pledgee shall be disregarded for this purpose. A Covered Person that holds Covered
Shares indirectly through a wholly-owned personal holding company shall be considered the “Sole Beneficial Owner” of such Covered Shares, provided that such personal holding company is a Covered Person hereunder.

     (bb) “Subsidiary” shall mean any person in which Accenture SCA owns, directly or indirectly, at least a majority of the equity, economic or voting
interest.

     (cc) “Transfer” shall mean any sale, transfer, pledge, hypothecation or other disposition, whether direct or indirect, whether or not for value, and shall
include any disposition of the economic or other risks of ownership of Covered Shares, including short sales of securities of the Company, option transactions (whether physical or cash settled) with respect to securities of the Company, use of
equity or other derivative financial instruments relating to securities of the Company and other hedging arrangements with respect to securities of the Company, in each such case other than Permitted Basket Transactions. 

     (dd) “Transfer Restrictions” shall have the meaning ascribed to such term in Section 2.1 hereof.

     (ee) “Valuation Ratio” shall have the meaning ascribed to such term in the Articles of Association of Accenture SCA, as such ratio may be adjusted from
time to time pursuant to the Articles of Association of Accenture SCA.

     (ff) “vote” shall include, without limitation, actions taken or proposed to be taken by written consent. 

     

Section 1.2. Gender. For the purposes of this Agreement, the words “he,” “his” or “himself” shall be interpreted to include the masculine, feminine and corporate, other entity or trust form.




ARTICLE II




LIMITATIONS ON TRANSFER OF SHARES

     

Section 2.1.   Transfer Restrictions.

     (a) Each Covered Person agrees for the benefit of every other Covered Person that such Covered Person shall at all times be the Sole Beneficial Owner of all Covered
Shares beneficially owned by such Covered Person as of or prior to the IPO Date (such requirements with respect to ownership of Covered Shares, collectively, the “Transfer Restrictions”). 

     

Section 2.2.   Release of Transfer Restrictions

     (a) Notwithstanding Section 2.1, an Employee Covered Person may:


     (i) commencing on the date that is one year after the IPO Date, Transfer up to 10% of the aggregate number of Common Shares beneficially owned by such Employee
Covered Person as of the IPO Date; 


     (ii) commencing on the date that is two years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
up to 25% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date; 


     (iii) commencing on the date that is three years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a))
of up to 35% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date; 


     (iv) commencing on the date that is four years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
up to 45% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date; 


     (v) commencing on the date that is five years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
up to 55% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date; 


     (vi) commencing on the date that is six years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a)) of
up to 65% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date; and 


     (vii) commencing on the date that is seven years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to this paragraph (a))
of up to 75% of the aggregate number of Common Shares beneficially owned by such Employee Covered Person as of the IPO Date. 






       (b) Notwithstanding Section 2.1, a Covered Person may Transfer any Common Shares beneficially owned by such Covered Person as of the IPO Date commencing
on the later of (i) the date that is eight years after the IPO Date and (ii) the date that such Covered Person ceases to be an employee of the Company.

       (c) Notwithstanding Section 2.1, an Employee Covered Person that retires at the age of 50 or older and is not in contravention of the Non-Competition
Agreement (a “Retired Employee”) may, following the first anniversary of the IPO Date:


     (i) if such Retired Employee retires at age 50, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of Common Shares eligible for sale at the date of such retirement
pursuant to paragraph (a) of Section 2.2 (the “Base Eligible Sales”) and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.25;  


     (ii) if such Retired Employee retires at age 51, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
Eligible Sales) multiplied by (B) 0.375;  


     (iii) if such Retired Employee retires at age 52, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which
is equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
Eligible Sales) multiplied by (B) 0.50;  


     (iv) if such Retired Employee retires at age 53, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
Eligible Sales) multiplied by (B) 0.625;  


     (v) if such Retired Employee retires at age 54, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
Eligible Sales) multiplied by (B) 0.75; 


 


     (vi) if such Retired Employee retires at age 55, Transfer up to that number of Common Shares beneficially owned by such Retired Employee as of the IPO Date which is
equal to the product of (x) the aggregate number of Common Shares beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product of (A) (1 minus Base
Eligible Sales) multiplied by (B) 0.875; and  


     (vii) if such Retired Employee retires at age 56 or above, Transfer 100% of the Common Shares beneficially owned by such Retired Employee as of the IPO Date.




     A Retired Employee may also Transfer the Common Shares beneficially owned by such Retired Employee as of the IPO Date in accordance with paragraph (a) of this
Section 2.2 as if such Retired Employee were an Employee Covered Person.

     Following the first anniversary of the IPO Date, a Retired Employee that reaches the age of 56 may also Transfer 100% of the Common Shares beneficially owned by
such Retired Employee as of the IPO Date.

     (d) Notwithstanding Section 2.1, a Covered Person that becomes disabled while an employee of the Company (a “Disabled Employee”) prior to May 31, 2001 (or
such other date that the Accenture SCA Partners Committee shall declare to be the date of the consummation of the Company’s transition to a corporate structure), may Transfer 100% of Common Shares beneficially owned by such Disabled Employee as
of the IPO Date, following the first anniversary of the IPO Date. A Covered Person that becomes a Disabled Employee following May 31, 2001 (or such other date that the Accenture SCA Partners Committee shall declare to be the date of the consummation
of the Company’s transition to a corporate structure) may (i) if such Disabled Employee becomes disabled prior to reaching the age of 50, Transfer Common Shares beneficially owned by such Disabled Employee as of the IPO Date in accordance with
the provisions of paragraph (a) of this Section 2.2 as if such Disabled Employee were an Employee Covered Person and (ii) if such Disabled Employee becomes disabled after reaching the age of 50, Transfer Common Shares beneficially owned by such
Disabled Employee as of the IPO Date in accordance with the provisions of paragraph (c) of this Section 2.2 as if such Disabled Employee were a Retired Employee.

     (e) Notwithstanding Section 2.1, a Covered Person may Transfer Common Shares beneficially owned by such Covered Person as of the IPO Date pursuant to bona fide
pledges of Common Shares approved by Accenture SCA in writing and any foreclosures thereunder, provided that the pledgee has agreed in writing with Accenture SCA (any such agreement to be satisfactory to Accenture SCA in its sole discretion) that
Accenture SCA shall have a right of first refusal to purchase such Common Shares at the market price prior to any sale of such Common Shares by such pledgee.

     (f) Notwithstanding Section 2.1, commencing on the third anniversary of May 31, 2001 (or such other date that the Accenture SCA Partners Committee shall declare to
be the date of the consummation of the Company’s transition to a corporate structure), the Common Shares are redeemable at the option of the Covered Person for a redemption price per share equal to the lower of (i) the Valuation Ratio
multiplied by the Market Price of an Accenture Ltd Class A Common Share and (ii) one United States dollar.






Section 2.3.   Certain Additional Restrictions.

     Each Covered Person agrees for the benefit of every other Covered Person that for so long as such Covered Person is an Employee Covered Person, such Covered Person
will comply with any restrictions on Transfer relating to Common Shares imposed by the Company and notified to such Covered Person from time to time to enable the Company or any party to an agreement with the Company to (i) account for a business
combination by the pooling of interests method or (ii) pursuant to the Company’s insider trading policies from time to time.

     

Section 2.4.  Holding of Covered Shares in Custody and/or in Nominee Name; Legend on Certificates; Entry of Stop Transfer Orders. 

     (a) Each Covered Person understands and agrees that all Covered Shares beneficially owned by such Covered Person (in each case other than Covered Shares held of
record by a trustee in a compensation or benefit plan administered by the Company and other Covered Shares that have been pledged to the Company (or to a third party agreed to in writing by the Company) to secure the performance of such Covered
Person’s obligations under any agreement with the Company (or with any other person with respect to which the Company has expressly agreed to in writing)) shall, at the sole discretion of the Accenture SCA Partners Committee, be registered in
the name of a nominee for such Covered Person and/or shall be held in the custody of a custodian until otherwise determined by the Accenture SCA Partners Committee or until such time as such Covered Shares are released pursuant to paragraphs (e) or
(f) of this Section 2.4 and, by his signature hereto, each Covered Person appoints the Accenture SCA Partners Committee, and each member thereof individually, with full power of substitution and resubstitution, his true and lawful attorney-in-fact
to assign, endorse and register for transfer into such nominee’s name or deliver to such custodian any such Covered Shares which are not so registered or so held, as the case may be, and to enter into any custody agreement with respect to such
Covered Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the
intent of this paragraph (a) of this Section 2.4 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney.
It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Covered Shares of such Covered Person, and held of record by another
person, for the period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 5.1(a) hereof. The form of the custody agreement and the identity of the custodian and/or nominee shall be as
determined by the Accenture SCA Partners Committee from time to time.

     (b) Whenever any nominee holder shall receive any dividend or other distribution in respect of any Covered Shares, satisfied otherwise than in Covered Shares, the
Accenture SCA Partners Committee will give or cause to be given notice or direction to the applicable nominee and/or custodian referred to in paragraph (a) to permit the prompt distribution of such dividend or distribution to the beneficial owner of
such Covered Shares, net of any tax withholding amounts required to be withheld by the nominee, unless the distribution of such dividend or distribution is restricted by the terms of another agreement between the Covered Person and the Company (or
with any other person with respect to which the Company has expressly agreed in writing) known to the Accenture SCA Partners Committee.




     (c) Each Covered Person understands and agrees that any share certificate representing Covered Shares beneficially owned by such Covered Person, and any agreement
or other instrument evidencing restricted share units, options or other rights to receive or acquire Covered Shares beneficially owned by such Covered Person, may bear a legend noted conspicuously on each such certificate, agreement or other
instrument reading substantially as follows: 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A TRANSFER RIGHTS AGREEMENT AMONG ACCENTURE SCA AND THE PERSONS NAMED THEREIN, A COPY OF WHICH IS ON FILE AT
THE PRINCIPAL OFFICE OF ACCENTURE SCA AND WHICH, AMONG OTHER MATTERS, PLACES RESTRICTIONS ON THE DISPOSITION OF SUCH SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, EXCHANGED, TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED,
HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN ACCORDANCE THEREWITH.”


     (d) Each Covered Person agrees and consents (i) that the Board of Directors may refuse to register the transfer of and (ii) to the entry of stop transfer orders
against the transfer of Covered Shares subject to Transfer Restrictions except in compliance with this Agreement. 

     (e) All Covered Shares of each Covered Person who is not an Employee Covered Person which could then be Transferred without contravening any Transfer Restrictions
shall be released, pursuant to procedures to be developed by the Accenture SCA Partners Committee, to or at the direction of such Covered Person free and clear of all restrictions and legends described in this Section 2.4.

     (f) A specified number of Covered Shares of an Employee Covered Person shall be released, pursuant to procedures to be developed by the Accenture SCA Partners
Committee, upon the request of such Employee Covered Person and to or at the direction of such Employee Covered Person (free and clear of all restrictions and legends described in this Section 2.4), provided that such request is accompanied by a
certificate of such requesting Employee Covered Person (i) indicating such requesting Employee Covered Person’s intention to Transfer promptly such specified number of Covered Shares and (ii) establishing that such specified number of Covered
Shares are then permitted to be Transferred without contravening any Transfer Restrictions (which evidence must be satisfactory to the Accenture SCA Partners Committee).




ARTICLE III




REPRESENTATIONS AND WARRANTIES OF THE PARTIES

        Each Covered Person severally represents and warrants that: 


     (i) such Covered Person has (and with respect to Covered Shares to be acquired in the future, will have) good, valid and marketable title to the Covered Shares,
free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement, another agreement with the Company, or any other agreement with another person with respect to which the
Company has expressly agreed to in writing, by which such Covered Person is bound and to which the Covered Shares are subject;  


     (ii) this Agreement constitutes the legal, valid and binding obligation of such Covered Person, enforceable against such Covered Person in accordance with its terms
(subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (whether considered in a
proceeding in equity or at law));  


     (iii) there are no actions, suits or proceedings pending, or, to the knowledge of such Covered Person, threatened against or affecting such Covered Person or such
Covered Person’s assets in any court or before or by any federal, state, municipal or other domestic or foreign governmental department, commission, board, bureau, agency or instrumentality which, if adversely determined, would impair the
ability of such Covered Person to perform or comply with this Agreement;  


     (iv) such Covered Person understands that his ability to transfer the Covered Shares is subject to legal and contractual restrictions and that the Covered Shares
have not been registered under the United States Securities Act of 1933, and that he is holding the Covered Shares for his own account, for investment, and not for distribution, assignment or resale to others, and no other person has any direct or
indirect beneficial interest in such shares (other than the Company or at the express written consent of the Company); and  


     (v) no statement, representation or warranty made by such Covered Person in this Agreement, nor any information provided by such Covered Person for inclusion in a
report filed pursuant to Section 4.5 hereof or in a registration statement filed by the Company contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the
statements, representations or warranties contained herein or information provided therein not misleading. 



        Each Covered Person that is not a natural person additionally and severally represents and warrants that:





     (i) such Covered Person is duly organized and validly existing in good standing under the laws of the jurisdiction of such Covered Person’s formation; 



     (ii) such Covered Person has full right, power and authority to enter into and perform this Agreement; and 


     (iii) the execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly authorized, and no further proceedings
on the part of such Covered Person are necessary to authorize the execution, delivery and performance of this Agreement; and this Agreement has been duly executed by such Covered Person. 



        Each Covered Person severally agrees that the foregoing provisions of this Article III shall be continuing representations and warranties of such
Covered Person during the period that such person shall be a Covered Person and Common Shares of such person shall be Covered Shares, and such Covered Person shall take all actions as shall from time to time be necessary to cure any breach or
violation and to obtain any authorizations, consents, approvals and clearances in order that such representations and warranties shall be true and correct during such period. 

ARTICLE IV




OTHER AGREEMENTS OF THE PARTIES

        

Section 4.1.   Redemption Price

        Each Covered Person agrees that the redemption price payable in connection with any redemption of such Covered Person’s Common Shares (i)
under Article 7 of the Articles of Association of Accenture SCA, as such redemption price is calculated in accordance with such Article 7, or (ii) under paragraph (f) of Section 2.2 hereof, as such redemption price is calculated in accordance with
Section 2.2 hereof, may, at the option of Accenture SCA, be paid in cash or in Accenture Ltd Class A Common Shares.

        

Section 4.2.   Accenture SCA Partners Committee.

        (a) The “Accenture SCA Partners Committee”, as of any time, shall consist of the members of the Supervisory Board of Accenture SCA who
are also employees of the Company that hold the “Partner” title and who agree to serve as members of the Accenture SCA Partners Committee. If there are less than three individuals who are both Partners and members of the Supervisory Board
of Accenture SCA and who agree to serve as members of the Accenture SCA Partners Committee, the Accenture SCA Partners Committee shall consist of each such individual plus such additional individuals who are Partners and who are selected pursuant to
procedures established by the Accenture SCA Partners Committee as shall ensure that the Accenture SCA Partners Committee contains not less than three members who are Partners. The members of the Accenture SCA Partners Committee from time to time
will be party to this Agreement in their capacities both as Covered Persons and as members of the Accenture SCA Partners Committee. Any member of the Accenture SCA Partners Committee that is not a Covered Person hereunder shall be deemed to be a
party hereto solely in their capacity as a member of the Accenture SCA Partners Committee.




     (b) (i) Except as otherwise provided herein, all determinations necessary or advisable under this Agreement (including determinations of beneficial ownership) shall
be made by the Accenture SCA Partners Committee, whose determinations shall be final and binding. The Accenture SCA Partners Committee’s determinations under this Agreement and actions (including waivers) hereunder need not be uniform and may
be made selectively among Covered Persons (whether or not such Covered Persons are similarly situated).

     (ii) Each Covered Person recognizes and agrees that each of the members of the Accenture SCA Partners Committee in acting hereunder shall at all times be acting in
their individual capacities and not as directors or officers of the Company and in so acting or failing to act shall not have any fiduciary duties to the Company or the Covered Persons as a member of the Accenture SCA Partners Committee by virtue of
the fact that one or more of such members may also be serving as a director or officer of the Company or otherwise. Each Covered Person consequently recognizes that for a member of the Accenture SCA Partners Committee to also serve as a director or
officer of the Company does not constitute a conflict.

     (iii) The Accenture SCA Partners Committee shall act through a majority vote of its members. Such actions may be taken in person at a meeting or by a written
instrument signed by all of the members. Meetings of the Accenture SCA Partners Committee may be held by such telephonic or other electronic means as the Accenture SCA Partners Committee may from time to time approve and which permit all persons
participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such a meeting.

     (c) To the extent not addressed herein, actions to be taken pursuant to this Agreement shall be governed by procedures to be developed by the Accenture SCA Partners
Committee.

     

Section 4.3.   Indemnification and Expenses.

     (a) Accenture SCA agrees that it will indemnify and hold harmless each member of the Accenture SCA Partners Committee against any judgments, fines, losses, claims,
damages or liabilities incurred by them in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters that pertain to this Agreement or the transactions
contemplated hereby. Accenture SCA need not indemnify any member of the Accenture SCA Partners Committee against any judgments, fines, losses, claims, damages or liabilities incurred by the Accenture SCA Partners Committee through the Accenture SCA
Partners Committee’s own gross negligence, bad faith or willful misconduct.

     (b) Accenture SCA shall be responsible for all expenses of the Accenture SCA Partners Committee incurred in the operation and administration of this Agreement,
including expenses incurred in preparing appropriate filings and correspondence with the United States Securities and Exchange Commission or other securities regulators, lawyers’, accountants’, agents’, consultants’,
experts’, investment banking and other professionals’ fees, expenses incurred in enforcing the provisions of this Agreement, expenses incurred in maintaining any necessary or appropriate books and records relating to this Agreement and
expenses incurred in the preparation of amendments to and waivers of provisions of this Agreement.




     (c) Each Covered Person shall be responsible for all expenses of such Covered Person incurred in connection with the compliance by such Covered Person with his
obligations under this Agreement, including expenses incurred by the Accenture SCA Partners Committee or Accenture SCA in enforcing the provisions of this Agreement relating to such obligations.

     

Section 4.4.   Adjustment upon Changes in Capitalization; Adjustments upon Changes of Control; Representatives, Successors and Assigns.

     (a) In the event of any change in the outstanding Common Shares by reason of stock dividends, stock splits, reverse stock splits, spin-offs, split-ups,
recapitalizations, combinations, exchanges of shares and the like, the term “Covered Shares” shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are received in exchange for or
in respect of Covered Shares. Upon the occurrence of any event described in the immediately preceding sentence, the Accenture SCA Partners Committee shall make such adjustments to or interpretations of the provisions of Sections 2.1, 2.2 and 4.1
(and, if they so determine, any other provisions hereof) as they shall deem necessary or desirable to carry out the intent of such provision(s). If the Accenture SCA Partners Committee deems it desirable, any such adjustments may take effect from
the record date, the “when issued trading date”, the “ex dividend date” or another appropriate date. 

     (b) In the event of any business combination, amalgamation, restructuring, recapitalization or other extraordinary transaction directly or indirectly involving
Accenture SCA, its Subsidiaries or any of their respective securities or assets as a result of which the Covered Persons shall hold voting securities of an entity other than Accenture SCA, the Covered Persons agree that this Agreement shall also
continue in full force and effect with respect to such voting securities of such other entity formerly representing or distributed in respect of Covered Shares of Accenture SCA, and the terms “Covered Shares,” “Common Shares”,
“Employee Covered Shares,” and “Accenture SCA” and “Company,” shall refer to such voting securities formerly representing or distributed in respect of Covered Shares of Accenture SCA and such entity, respectively. Upon
the occurrence of any event described in the immediately preceding sentence, the Accenture SCA Partners Committee shall make such adjustments to or interpretations of the restrictions of Section 2.1 (and, if it so determines, any other provisions
hereof) as they shall deem necessary or desirable to carry out the intent of such provision(s). If the Accenture SCA Partners Committee deems it desirable, any such adjustments may take effect from the record date or another appropriate
date.

     (c) In the event of any business combination, amalgamation, restructuring, recapitalization or other extraordinary transaction directly or indirectly involving the
Company or any of its securities or assets as a result of which the holders of Accenture Ltd Class A Common Shares shall hold voting securities of a different entity, the Covered Persons agree that the term “Accenture Ltd Class A Common
Shares” shall refer to such voting securities formerly representing or distributed in respect of Accenture Ltd Class A Common Shares. Upon the occurrence of any event described in the immediately preceding sentence, the Accenture SCA Partners
Committee shall make such adjustments to or interpretations of Section 2.2 or 4.1 (and, if it so determines, any other provisions hereof) as it shall deem necessary or desirable to carry out the intent of such provision(s). If the Accenture SCA
Partners Committee deems it desirable, any such adjustments may take effect from the record date or another appropriate date.




     (d) This Agreement shall be binding upon and inure to the benefit of the respective legatees, legal representatives, successors and assigns of the Covered Persons
(and Accenture SCA in the event of a transaction described in Section 4.4(b) hereof); provided, however, that a Covered Person may not assign this Agreement or any of his rights or obligations hereunder without the prior written consent of Accenture
SCA, and any assignment without such consent by a Covered Person shall be void; and, provided, further, that no assignment of this Agreement by Accenture SCA or to a successor of Accenture SCA (by operation of law or otherwise) shall be valid unless
such assignment is made to a person which succeeds to the business of Accenture SCA substantially as an entirety.

     

Section 4.5.   Filing of Schedule 13D or 13G.

     (a) In the event that a Covered Person is required to file a report of beneficial ownership on Schedule 13D or 13G with respect to the Common Shares beneficially
owned by him (for this purpose as determined by Exchange Act Rule 13d-3 and Exchange Act Rule 13d-5), such Covered Person agrees for the benefit of every other Covered Person that, unless otherwise directed by the Accenture SCA Partners Committee,
such Covered Person will not file a separate such report, but will file a report together with the other Covered Persons, containing the information required by the Exchange Act, and such Covered Person understands and agrees that such report shall
be filed on his behalf by the Accenture SCA Partners Committee or any member or designee thereof. Such Covered Person shall cooperate fully with the other Covered Persons and the Accenture SCA Partners Committee to achieve the timely filing of any
such report and any amendments thereto as may be required, and such Covered Person agrees that any information concerning such Covered Person which such Covered Person furnishes in connection with the preparation and filing of such report will be
complete and accurate.

     By his signature hereto, each Covered Person appoints the Accenture SCA Partners Committee and each member thereof from time to time individually, with full power
of substitution and resubstitution, his true and lawful attorney-in-fact to execute such reports and any and all amendments thereto and to file such reports with all exhibits thereto and other documents in connection therewith with the United States
Securities and Exchange Commission and, if necessary, other regulators, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem
necessary, advisable or appropriate to carry out fully the intent of this Section 4.5 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done
by virtue of this power of attorney. Each Covered Person hereby further designates such attorneys as such Covered Person’s agents authorized to receive notices and communications with respect to such reports and any amendments thereto. It is
understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons for the period beginning on the date hereof and ending on the date such Covered Person is no longer
subject to the provisions of this Agreement (and shall extend thereafter for such time as is required to reflect that such Covered Person is no longer a party to this Agreement). 






Section 4.6. Further Assurances. Each Covered Person agrees for the benefit of every other Covered Person to execute such additional documents and take such further action as may be reasonably necessary to effect the provisions of this
Agreement.

ARTICLE V




MISCELLANEOUS

     

Section 5.1.   Term of the Agreement; Termination of Certain Provisions.

     (a) The term of this Agreement shall continue until the first to occur of the date that is 50 years after the date hereof and the date this Agreement is terminated
by the affirmative vote of not less than 66 2/3% of the votes represented by the Covered Shares beneficially owned by Employee Covered Persons (such Covered Shares at any such time, the “Employee Covered Shares”). The Accenture SCA
Partners Committee may, and upon the written application of the holders of not less than 10%, in the aggregate, of the votes represented by the Employee Covered Shares shall, hold a vote of the Employee Covered Shares to terminate this Agreement. If
this Agreement is terminated prior to the expiration or termination of the Transfer Restrictions referred to in Section 2.1, such restrictions on transfer shall continue to apply in accordance with the provisions of such Section unless waived or
terminated as provided in paragraph (b) or (e) of Section 5.3. 

     Not less than once every four years following the IPO Date, the Accenture SCA Partners Committee shall consider whether to propose to the Employee Covered Persons
any amendments to, or the termination of, this Agreement. 

     (b) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, any Covered Person who ceases to be an employee for any reason other than
death shall continue to be bound by all the provisions of this Agreement until such time as such Covered Person holds all Covered Shares free from Transfer Restrictions. Thereafter, such Covered Person shall no longer be bound by the provisions of
this Agreement other than Sections 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10 and 5.11 (the “Continuing Provisions”), and such Covered Person’s name shall be removed from Appendix A to this
Agreement.

     (c) Unless this Agreement is theretofore terminated pursuant to Section 5.1(a) hereof, the estate of any Covered Person who dies shall from and after the date of
such death be bound only by the Continuing Provisions; and such Covered Person’s name shall be removed from Appendix A to this Agreement.

     

Section 5.2.   Amendments.

     (a) Except as provided in Section 4.4 or this Section 5.2, provisions of this Agreement may be amended only by the affirmative vote of 66 2/3% of the votes
represented by the Employee Covered Shares. The Accenture SCA Partners Committee may, and upon the written application of the holders of not less than 10%, in the aggregate, of the votes represented by the Employee Covered Shares shall, hold a vote
of the Employee Covered Shares to amend this Agreement.




     (b) In addition to any other vote or approval that may be required under this Section 5.2, any amendment of this paragraph (b), Section 4.2, Section 4.3, paragraph
(e) of Section 5.3 or any other provision the amendment (or addition) of which has the effect of materially changing the rights or obligations of the Accenture SCA Partners Committee hereunder shall require the approval of the Accenture SCA Partners
Committee.

     (c) In addition to any other vote or approval that may be required under this Section 5.2, any amendment to the Transfer Restrictions that would make such Transfer
Restrictions materially more onerous to a Covered Person will not be enforceable against that Covered Person unless that Covered Person has consented to such amendment.

     (d) In addition to any other vote or approval that may be required under this Section 5.2, any amendment of this Agreement that has the effect of changing the
obligations of Accenture SCA hereunder to make such obligations materially more onerous to Accenture SCA shall require the approval of Accenture SCA.

     (e) In addition to any other vote or approval that may be required under this Section 5.2, any amendment that has the effect of amending the provisions of Section
2.1, Section 2.3 or Section 4.1 shall require the approval of Accenture SCA.

     (f) Each party hereto understands that from time to time certain other persons may become Covered Persons and certain Covered Persons will cease to be bound by the
provisions of this Agreement pursuant to the terms hereof. Accordingly, this Agreement may be amended by action of the Accenture SCA Partners Committee from time to time and without the approval of any other person, but solely for the purposes of
(i) adding to Appendix A such persons as shall be made party to this Agreement pursuant to the terms hereof and (ii) removing from Appendix A such persons as shall cease to be bound by the provisions of this Agreement pursuant to Sections 5.1(b) or
(c) hereof, which additions and removals shall be given effect from time to time by appropriate changes to Appendix A.

     (g) Any amendment to this Agreement approved in accordance with the terms hereof by the Employee Covered Persons as of an applicable record date shall be binding
upon all persons who subsequently become a party hereto.

     

Section 5.3.  Waivers.

     (a) Except as provided in this Section 5.3, provisions of this Agreement may be waived only by the affirmative vote of 66 2/3% of the votes represented by the
outstanding Employee Covered Shares. The Accenture SCA Partners Committee may, and upon the written application of the holders of not less than 10%, in the aggregate, of the votes represented by the Employee Covered Shares shall, hold a vote to
waive certain provisions of this Agreement.




     (b) In addition to any other action that may be required under paragraph (a) of this Section, any waiver that has the effect of waiving the provisions of Section
2.1 or Section 2.3 shall require the approval of Accenture SCA.

     (c) In addition to any other vote or approval that may be required under this Section 5.3, any waiver of this paragraph (c), Section 4.2, Section 4.3, paragraph (e)
of this Section 5.3 or any other provision the waiver (or alteration) of which has the effect of materially changing the rights or obligations of the Accenture SCA Partners Committee hereunder shall require the approval of the Accenture SCA Partners
Committee.

     (d) In addition to any other vote or approval that may be required under this Section 5.3, any waiver of this Agreement that has the effect of changing the
obligations of Accenture SCA hereunder to make such obligations materially more onerous to Accenture SCA shall require the approval of Accenture SCA.

     (e) Notwithstanding the foregoing, the Accenture SCA Partners Committee may waive the Transfer Restrictions and the other provisions of this Agreement to permit (A)
Covered Persons to participate as sellers in underwritten public offerings of, and share repurchase programs and tender offers by the Company for, Common Shares; (B) Transfers of Covered Shares to organizations described in Section 501(c)(3) of the
Code, including gifts to “private foundations” subject to the requirements of Section 509 of the Code or comparable provisions of the laws of other countries; (C) Transfers of Covered Shares held in employee benefit plans of the Company
either generally or in particular situations; and (D) particular Covered Persons, a particular class of Covered Persons or all Covered Persons to Transfer Covered Shares in particular situations (such as Transfers to family members, partnerships or
trusts), but not generally; provided that in each of (A) through (D), waivers of the restrictions imposed by Section 2.3 shall also require the prior written consent of the Company.

     (f) In connection with any waiver granted under this Agreement, the Accenture SCA Partners Committee or the Employee Covered Persons proposing the waiver pursuant
to this Section 5.3, as the case may be, may impose such conditions as they determine on the granting of such waivers.

     (g) The failure of Accenture SCA or the Accenture SCA Partners Committee at any time or times to require performance of any provision of this Agreement shall in no
manner affect the rights at a later time to enforce the same. No waiver by Accenture SCA or the Accenture SCA Partners Committee of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement.

     

Section 5.4.   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF LUXEMBOURG.

     

Section 5.5.   Resolution of Disputes.




     (a) The Accenture SCA Partners Committee shall have the sole and exclusive power to enforce the provisions of this Agreement. The Accenture SCA Partners Committee
may in their sole discretion direct Accenture SCA to pursue such enforcement, and Accenture SCA agrees to pursue such enforcement as directed by the Accenture SCA Partners Committee. 

     (b) Any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the
validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) shall be finally settled by arbitration conducted by a single
arbitrator in New York in accordance with 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 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 the request for arbitration, the International Chamber of Commerce shall make the appointment. The arbitrator shall be a lawyer and shall
conduct the proceedings in the English language. 

     Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.

     (c) Notwithstanding the provisions of paragraph (b), the Accenture SCA Partners Committee may bring, or may cause Accenture SCA to bring, on behalf of the Accenture
SCA Partners Committee or on behalf of one or more Covered Persons, an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an
arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (c), each Covered Person (i) expressly consents to the application of paragraph (d) of this Section 5.5 to any such action or proceeding, (ii)
agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the General Partner of
Accenture SCA 398 Route d’Esch, L-1471, Luxembourg (or, if different, the then-current corporate seat of Accenture SCA) as such Covered Person’s 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 Covered Person of any such service of process, shall be deemed in every respect effective service of process upon the Covered Person in any such action or proceeding.

     (d) (i) EACH COVERED PERSON HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN NEW YORK, UNITED STATES FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING
BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (C) OF THIS SECTION 5.5, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. 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 acknowledge that the fora designated by this
paragraph (d) have a reasonable relation to this Agreement, and to the parties’ relationship with one another. 




     (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 ancillary suit, action or proceeding brought in any court referred to in paragraph (d)(i) of this Section 5.5 and such parties agree not to plead or claim the same. 

     

Section 5.6.  Relationship of Parties. The terms of this Agreement are not intended to create a separate entity for United States federal or state income tax purposes or under the laws of any other jurisdiction. Nothing in this Agreement
shall be read to create any partnership, joint venture or separate entity among the parties or to create any trust or other fiduciary relationship between them.

     

Section 5.7.  Notices.

     (a) 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 party at its address as indicated below:

If to a Covered Person,




c/o Accenture SCA


398 Route d’Esch


L-1471


Luxembourg


Telecopy: (352) 48 18 28 3419


Attention: General Partner


(or, if different, the then-current corporate seat of Accenture SCA)




If to the Accenture SCA Partners Committee, 




c/o Accenture SCA


398 Route d’Esch


L-1471


Luxembourg


Telecopy: (352) 48 18 28 3419


Attention: General Partner


(or, if different, the then-current corporate seat of Accenture SCA)




and

If to Accenture SCA,




398 Route d’Esch


L-1471


Luxembourg


Telecopy: (352) 48 18 28 3419


Attention: General Partner


(or, if different, the then-current corporate seat of Accenture SCA)







     Accenture SCA shall be responsible for notifying each Covered Person of the receipt of a communication, demand or notice under this Agreement relevant to such
Covered Person, in writing, at the address of such Covered Person then in the records of Accenture SCA (and each Covered Person shall notify Accenture SCA of any change in such address for communications, demands and notices) or by electronic mail
to the principal electronic address of such person maintained by the Company.

     (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. 

     

Section 5.8.  Severability.  If any provision of this Agreement is finally held to be invalid, illegal or unenforceable, the remaining terms and provisions hereof shall be unimpaired. 

     

Section 5.9.  Right to Determine Tender Confidentially. In connection with any tender or exchange offer for all or any portion of the outstanding Common Shares, subject to compliance with all applicable restrictions on Transfer in this
Agreement or any other agreement with the Company, each Covered Person shall have the right to determine confidentially whether such Covered Person’s Covered Shares will be tendered in such tender or exchange offer.

     

Section 5.10.  No Third-Party Rights. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with
respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.

     

Section 5.11.  Section Headings. The headings of sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.

     

Section 5.12.  Execution in Counterparts. 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.




     IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed this Transfer Rights Agreement as of the date first above written.







     ACCENTURE SCA


     By: ACCENTURE LTD, its General Partner








     By _________________________________


           Name:


           Title:










[Signature blocks of Covered Persons set forth separately.]






APPENDIX A

Covered Persons