exv10w10






Exhibit 10.10




SERVICE AGREEMENT




FOR MANAGING DIRECTORS




between




Accenture GmbH




Campus Kronberg 1




61476 Kronberg




(hereinafter referred to as the “Company”)




and




(hereinafter referred to as “Employee”)




Article 1 – Position and Scope of Duties





	1.1	 	Employee is appointed Managing Director (Geschäftsführer) of the Company by shareholder’s
resolution. The Company shall be entitled to appoint additional Managing Directors. The
Company may ask the Managing Director to resign from the office as a Managing Director or the
Company may revoke the appointment as a Managing Director without affecting this Service
Agreement, when the Managing Director is working for more than two months permanently on
projects outside of Germany.






	1.2	 	Employee shall represent the Company in accordance with the laws of Germany, the statutes
(“Satzung”) of the Company, the policies of Accenture (the term Accenture – hereinafter
referred to as “Accenture” — shall include all Accenture subsidiaries and affiliates of
Accenture Ltd.), the rules for the Managing Directors of the Company (in particular any rules
of procedure — Geschäftsordnung) as amended from time to time and this Service Agreement.
Employee shall be entitled to represent the Company jointly together with another Managing
Director or a holder of General Commercial PoA (Prokurist). In accordance with the current
signing policy and other applicable policies of




 









 












	 	 	Accenture he may also sign together with a holder of General PoA (Generalbevollmächtigter).
The restrictions set out in Section 181 German Civil Code
(§ 181 Bürgerliches Gesetzbuch) (prohibition of self-contracting) shall apply.
	 
	1.3	 	Employee shall be obliged to consult and manage Accenture’s and the Company’s business
applying the diligence of a prudent businessman and in accordance with the management
regulations of the Company and the Accenture policies, as issued and amended from time to
time. Employee will on his own initiative inform himself about the current version of such
policies which will be published in the intranet by the Company and Accenture. He shall
follow any directives from the shareholders or their representatives and cooperate with the
Supervising Senior Executive of Accenture. The Supervising Senior Executive, a Senior
Executive Level of Responsibility 1 — 3, shall be determined or re-determined from time to
time by the Country Managing Director (hereinafter the “CMD”) as representative of the
shareholders.
	 
	1.4	 	Employee shall belong to the Growth Platform Systems Integration & Technology in ASG.
Employee may carry the title “Senior Executive” internally and the external title “Senior
Managing Director” in accordance with the policies of the Accenture Group as amended from
time to time.
	 
	1.5	 	The Company may assign further tasks to Employee and determine an allocation of
responsibilities in a managerial sense. Such tasks may include (i) work in various locations
inside and outside Germany for a period of 6 or more months or permanently and/or (ii) work
at the premises of a client, customer or supplier. Apart from such assignment Employee is
furthermore prepared to travel extensively inside and outside Germany as business requires.
Employee shall work whatever hours are required for the fulfillment of his tasks.





 









 






	1.6	 	Employee may be asked to become Managing Director of affiliates of the Company within
Accenture. In such case, this Service Agreement shall apply as well. The Company may at any
time require from Employee to resign from such position.





Article 2 – Limits for the Power of Representation



Employee shall be entitled to all business transactions required in the daily course of business
of the Company. All other transactions require the prior consent of the shareholders, especially
those transactions which are in contradiction or deviation to Accenture policies or Company rules.




Article 3 – Other Activities





	3.1	 	Employee shall devote his full working time and ability to the business of Accenture. Any
other direct or indirect professional activity including part time activities shall be
subject to the prior written consent of the Company that may deny such consent if such
activity is not in the interest of Accenture. The same shall apply for representation
activities and honorary functions.






	3.2.	 	Scientific and literary activity shall be permitted, provided that the Company is informed
prior to publication and such activity does not adversely affect the working capacity of
Employee, does not give rise to the divulging of confidential information, or is in any other
way not in the interest of the Company. Any use of the Company’s name shall require prior
approval of the Company. Article 8 of this Service Agreement shall remain unaffected.






	3.3.	 	Employee declares hereby that he took full notice of, and undertakes to comply with, all
relevant Insider Trading Rules (e.g. Wertpapierhandelsgesetz, SEC Rules, FCPA).






	3.4.	 	Employee is not entitled to accept any benefits from third parties linked with the former,
present or future services of Accenture unless these benefits are within the range of the
respective tax relief through depreciation allowance for the presenter and appropriate within
the context these benefits are offered. In any case Employee has to avoid the appearance of
corruptibility.




 









 











Article 4 – Remuneration





	4.1	 	Employee shall be entitled to an annual base compensation which shall be reviewed annually.
The annual base compensation shall be paid in 12 equal monthly installments, payable in
arrears. The annual base compensation may be adjusted for participation in the Company car
plan and insurances.






	4.2.	 	For each compensation year the base compensation shall be calculated on Employee’s Base
Units and the compensation year’s local market based Earnings per Unit (EPU) for Germany, in
accordance with the applicable Accenture senior executive compensation model and policies.
Base Units are dependent on the then current role and responsibility; the Company reserves
its right to realign – either up or down – Employee’s role and responsibility from time to
time. Base Units and the local market based EPU may vary and are determined by Accenture from
time to time.






	4.3	 	Employee is eligible to receive a yearly individual performance bonus based on his personal
performance as defined by the Company in its own discretion and laid out in the applicable
policies. The individual performance bonus shall be calculated on a yearly basis after the
end of the fiscal year. The individual performance bonus is granted by the Company as a
result of the performance management process. The performance management process requires an
agreement on individual objectives at the beginning of the fiscal year. In case no agreement
is reached by such time, the formerly agreed objectives shall remain applicable. The
shareholders or their representatives will evaluate at the end of the fiscal year whether the
objectives were met. The method of calculation of the individual performance bonus is related
to the relative performance rating determined by the Company and may be amended from time to
time.






	4.4	 	The compensation year runs from December 1st to November 30th of the
following year.






	4.5	 	The annual amount of both, the base compensation and the structure and details of the
individual performance bonus shall be communicated in the annual compensation letter which
shall apply for the respective compensation year and shall become an integral part of this
Service Agreement.




 









 












	4.6	 	In addition the Company may grant to Employee an annual bonus based on his personal
performance and on the overall performance of Accenture and in accordance with applicable
policies. The Company reserves the right to amend or terminate the aforementioned bonus
without notice at any time. Any bonus shall constitute voluntary payments for a single year.
There shall be no claim and title for the future, even if such payment has been received
several times.






	4.7	 	Any and all payments to Employee, which are not governed by this Agreement shall be deemed
voluntary and shall not constitute any obligation for future payments of the Company, if not
confirmed in writing.






	4.8	 	The provisions of sections 4.1 through 4.5 shall constitute the remuneration for all
activities which Employee shall perform under this Service Agreement. Employee shall not be
entitled to any additional compensation for overtime work, including work on weekends and
statutory holidays and/or for work for another Accenture company.






	4.9	 	The Company shall bear the employer portion of the mandatory social security contribution
(Arbeitgeberanteil, Sozialversicherungsbeiträge) including contributions to state
unemployment and medical insurance according to German law. In case Employee opts for private
medical insurance instead of state medical insurance, the Company shall bear half of the
contributions up to the maximum to be paid as mandatory medical insurance contribution.






	4.10	 	Employee is entitled to participate in the Senior Executive Pension Plan for Senior
Executives Level of Responsibility 1 — 3.





Article 5 – Other Benefits





	5.1	 	Travel expenses and any other necessary expenses reasonably incurred by Employee in the
furtherance of the Company’s business shall be reimbursed against presentation of vouchers in
accordance with the applicable policies and guidelines of Accenture and the applicable tax
provisions.






	5.2	 	The Company shall in accordance with the Company Car Program provide Employee with a company
car for business and private use. Further details including regulations concerning cost
coverage are stipulated in the respective policy as amended from time to time.




 









 












	5.3	 	The Company shall provide insurance for Employee covering specified risks in accordance with
the applicable Accenture policy as amended from time to time.






	5.4	 	Accenture Ltd., Bermuda, operates an Equity Program which Employee is entitled to
participate in, in accordance with its terms and conditions as amended from time to time.
Employee acknowledges no legal claim and title for payment arises from this program against
the Company.





Article 6 – Inability to Perform Duties





	6.1.	 	In case Employee should become unable to perform his duties under this Service Agreement, he
shall inform the Company and his Supervising Senior Executive immediately about his
inability, including the anticipated duration of his inability. In case such inability is due
to illness and will last for more than two working days, Employee shall provide the
Company/his HR Representative with an appropriate medical certificate confirming incapacity
for work and its anticipated duration. If business appointments are affected, Employee shall
inform the company and draw their attention to work which is to be completed urgently, in
order to allow adequate replacement.






	6.2	 	If Employee is prevented from fulfilling his duties under this Service Agreement due to
reasons which he is not responsible for, he shall be continuously paid for a period of six
weeks. In addition to this, the Accenture policies, in its current version at the relevant
point in time may provide for a longer period of continued payment. In order to cover
additional risks due to inability to perform his duties, Employee shall be required to take
out insurance at his own expense as stipulated in the respective Accenture policy as amended
from time to time.






	6.3	 	Employee shall assign to the Company, and the Company shall accept such assignment, any
claim for damages he may have against a third party in connection with his inability to work
up to the amount of damages incurred to the detriment of the Company, and shall provide the
Company with all necessary assistance to enforce such assignment.




 









 











Article 7 – Vacation





	7.1	 	Employee shall be entitled to annual vacation of 25 working days.






	7.2	 	Vacation time shall be coordinated with the Supervising Senior Executive taking into
consideration the personal wishes of Employee, the vacation plans of other managing directors
and employees, and the best interests of the Company.






	7.3	 	Vacation time not taken in a certain calendar year may be carried forward to the next
calendar year. Vacation time carried forward must be taken until the end of the fiscal year.
Vacation time not taken until then shall be forfeited if it exceeds a vacation account
balance of 300 hours.





Article 8 – Confidentiality, Client Protection, Data Protection





	8.1	 	Employee herewith accepts a strict duty of secrecy and confidentiality with respect to






	 	–	 	all trade secrets and any other information related to the business of Accenture
which are not in the public domain, and
	 
	 	–	 	all information, documents and other materials or data media of clients of
Accenture.






	8.2	 	Employee shall not directly or indirectly disclose or make use of the Accenture’s knowledge
capital for any other purpose than a purpose of the Company or Accenture. Accenture’s
knowledge capital includes all information, documents and any other materials or data media
containing intellectual property of the Company or Accenture, especially working procedures,
guidelines and best practices, development or solution tools, methodologies, models,
programs, program modules, etc., gained within the scope of all business and client
relationships that could be valuable for Accenture either internally or in further projects
for clients.






	8.3	 	Employee shall not solicit or assist or facilitate the solicitation of any employee of
Accenture with the intention of causing them to render services to other persons or
enterprises, if not otherwise clearly instructed by the shareholder.






	8.4	 	Employee shall not be entitled to copy, duplicate, access or otherwise appropriate
confidential information for his own or for any third parties’ use or benefit.




 









 












	8.5	 	Upon termination of this Service Agreement or in the event of leave of absence or suspension
from work, Employee shall immediately return all confidential or client related information,
including any work he has produced during his service for Accenture, and any embodiments,
copies or other reproductions thereof. The Company may demand return of all documents and
information as soon as notice of termination of this Service Agreement is given or Employee
would be suspended from work. Provisions 8.1 to 8.4 shall continue to apply after termination
of this Service Agreement.






	8.6	 	Employee herewith acknowledges that (i) the Company or Accenture will process personal data
relating to him and (ii) he will have access to and process personal data about third parties
and/or the Company. Employee agrees to be bound by and to abide with the Accenture policies
regarding processing of personal data, as amended and disclosed internally from time to time
and agreed to in the “Data Privacy Compliance Consent Form” including its exhibit shall form
an integral part of this Service Agreement and which is kept in his Personnel File.





Article 9 – Intellectual Property





	9.1	 	At the beginning of the services Employee shall notify to the Company any and all technical
innovations made or substantially completed by him alone or together with third parties,
regardless of the possibility to get a patent for this innovation, which could be exploited
by the Company for business activities. Employee shall also inform the Company whether he is
in the position to grant the necessary utilization rights to the Company.






	9.2	 	Employee shall grant to the Company an exclusive, unrestricted, perpetual and world wide
license (hereinafter the “License”) to all copyright protected Works, including, without
limitation, computer programs as defined in Section 69a German Copyright Act
(Urheberrechtsgesetz), laboratory or production reports, manuals and related materials
originated, conceived, written and/or made by him solely or jointly with others during the
term of this Service Agreement (hereinafter the “Works”), be it as a consequence of the
services or coincidentally.
	 
	 	 	Such License shall include, inter alia, the right of the Company to use, publish, reproduce,
disseminate, record in digital or analogue form on picture, data and sound carriers of all
kinds, and reproduce and disseminate same, each in physical and non-physical form, against
or without remuneration. In particular, the License shall also include the authority to make
the Work available interactively by electronic means. The Company shall be further entitled
to adapt, modify, and combine with other Works, the Works created by




 









 












	 	 	Employee and to use and exploit the Works so adapted, modified or combined with other Works,
to the extent set forth hereinbefore.
	 
	9.3	 	The Company shall have the right to exploit the License either through itself or through
third parties, either in whole or in part. Therefore, the License granted shall be
transferable and sub-licensable.






	9.4	 	With respect to any former or future employment relationship between Employee and the
Company the above Articles 9.1 — 9.3 are without prejudice to Section 69b German Copyright
Act (Urheberrechtsgesetz). For the avoidance of doubt, the Company and Employee hereby
acknowledge that an agreement in the sense of Section 69b German Copyright Act must be in
written form.






	9.5	 	Employee shall undertake not to make use of his personal rights in accordance with sections
12, 14, 25, 39 German Copyright Act (Urheberrechtsgesetz). Employee shall further undertake
to make use of his rights under section 41 German Copyright Act no earlier than five (5)
years from the date the Work is created by him. The Company shall consider and take into
account the interest of Employee as far as this is economically and technically reasonable.
The Company, in particular in the case of computer programs as defined in Section. 69a German
Copyright Act (Urheberrechtsgesetz), shall be free to choose a title for the Works and, in
doing so, shall not be obliged to state Employee’s name.






	9.6	 	Employee and the Company agree that all Works subject to the License granted under Articles
9.2 – 9.5 shall be part of the job description as set forth in Article 1 above and shall be
fully compensated under the remuneration provided in Article 4 above.






	9.7	 	Employee shall inform the Company about any and all inventions and qualified proposals for
technical improvements (hereinafter the “Inventions”) he may have made during his services,
be it as a consequence of the services or coincidentally. Employee hereby transfers to the
Company exclusively, without limitation as to time or territory, any and all rights to such
Inventions. Employee shall further undertake to provide the Company with any required
documentation and to make all necessary signatures, if needed e.g. for an application of a
domestic or foreign protective right. Article 9.6 shall apply accordingly to such Inventions.






	9.8	 	With respect to any other intellectual property rights created by Employee solely or jointly
with others during the term of this Service Agreement, be it as a consequence of the services
or coincidentally, and with the exception of Works (Article 9.2) as well as




 









 












	 	 	Inventions (Article 9.7) Employee transfers to the Company exclusively, without limitation
as to time or territory, any and all rights thereto. Article 9.6 shall apply accordingly to
such intellectual property rights.
	 
	9.9	 	The “Restrictions on Business Activities after Resignation, Removal or Retirement” attached
to this Service Agreement shall apply and form an integral part of this Service Agreement.





Article 10 – Term of Employment and Notice





	10.1	 	This Service Agreement shall be valid as of            and shall end, without
the need to give notice, on           . Employee and the Company shall be
entitled to terminate this Service Agreement by giving six (6) months prior notice effective
to the end of a calendar month.






	10.2	 	Employee ensures being in possession of any and all administrative authorizations required
to perform the contractual duties (e.g. valid residence permit). The service agreement
automatically terminates if (i) any such required administrative authorization is cancelled
or discontinued and (ii) at the time of cancellation of discontinuation the render or
extension of the required authorization can not reasonably be expected within a period of one
month.






	10.3	 	In case this Service Agreement will be terminated – no matter for what reason and on what
grounds and irrespective of whether such notice is given by Employee or by the Company,
regardless of the reason of such termination – the Company shall be entitled to suspend and
release Employee from work at any time. In such case the Company shall continue to pay the
annual compensation pursuant to Sections 4.1 and 4.2 of this Service Agreement. Vacation time
not taken until suspension and release date shall be set off against suspension/release time.
Suspension time shall not count for calculating any bonus.




 









 












	10.4	 	The right of both parties to terminate for cause shall remain unaffected.






	10.5	 	Notice of termination must be given in writing.






	10.6	 	In case of termination of this Service Agreement and/or revocation of appointment to Senior
Executive Level of Responsibility 1 — 3, the Company shall be entitled to terminate any other
position or membership of Employee held in Accenture or on behalf of the Company. Employee
shall take the appropriate steps and provide assistance to the Company to this effect.






	10.7	 	In case of release from work, it shall be at the sole discretion of the Company to determine
regulations regarding the use and return of the company car and technical equipment such as
notebook and mobile phone, as well as the use of offices and infrastructure and the deletion
of access rights.





Article 11 – Obligation to enforce claims



Both parties shall assert claims resulting from this contract in writing and no later than 6
months after due date of the claims, otherwise the claims will expire. This does not apply to
claims resulting from the company car account. Theses claims will expire 2 years after their due
date. Additionally, the terms and conditions of the company car program apply.




Article 12 – Replacement of former Agreements and Contracts



This Service Agreement shall supersede and replace all other previous contracts of employment
between Employee and the Company.




Article 13 – Final Provisions





	13.1	 	Employee undertakes to regularly notice all Accenture global and local policies, guidelines
and regulations as published in the Intranet of Accenture, currently under
           . Employee hereby explicitly undertakes and agrees to all provisions in these programs,
guidelines and policies including the Code of Business Ethics.






	13.2	 	Employee shall inform the Company of changes of his private address in writing without undue
delay. In the event Employee is entitled to any benefits from the Companies pension plans or
Accenture Ltd. Equity Program outlasting the duration of this Service Agreement, this
provision shall also apply after termination of this Service Agreement.




 









 












	13.3	 	Any amendments of or additions to this Service Agreement shall be made in writing. This
shall also apply to any modifications or termination of this written form clause.






	13.4	 	If any provision of this Service Agreement is held to be invalid, the remaining provisions
shall remain valid, and the invalid provision shall be replaced by such valid one which shall
have the closest admissible economic effect. The same shall apply in the event that the
Service Agreement is found to be incomplete.






	13.5	 	This Service Agreement shall be governed and construed in accordance with German law.





	 	 	 	 	 	 	 
	Accenture GmbH
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	Employee
	 	 	 	 	 	 






 









 






Annex A



RESTRICTIONS ON BUSINESS ACTIVITIES AFTER RESIGNATION; REMOVAL OR RETIREMENT





	(A)	 	Employee acknowledges that he occupies a position of special trust and confidence with
respect to the Company and its Senior Executives.
	 
	 	 	Belonging to the group of Senior Executives Level of Responsibility 1 — 3 imposes the
obligation to act in a stewardship capacity with respect to the preservation and development
of the Company and its resources for the benefit of future, as well as present, Managing
Directors and employees.
	 
	 	 	Employee further acknowledges that the successful development and marketing of the Company’s
professional services and products require substantial research and development of unique
methodologies, technologies (including computer software) and training programs. Such
efforts generate for the Company valuable proprietary or confidential information (“Company
information”) which gives the Company a business advantage over others who do not have such
information. Company information includes, but is not limited to, Company business plans,
practice methodologies and technologies (including computer software), training materials,
personnel information, client lists and confidential client information, information
regarding the business needs, strategies and technologies of present and prospective clients
and internal Company publications.
	 
	 	 	In recognition of Employee’s special relationship with the Company and the fiduciary duties
arising therefrom, and in acknowledgement that each Senior Executive Level 1 — 3 will have
obtained knowledge of company information during his membership in the Company, Employee
undertakes the following obligations which he confirms have been reasonably designed to
protect the Company’s legitimate business interests without unnecessarily or unreasonably
restricting his professional opportunities in the event that he resigns, retires, or is
removed as a member of the Company:






	 	(1)	 	Employee shall return all Company property (including Company information) upon
his resignation, retirement or removal from the Company, and he shall, both during and
after his service as a Managing Director of the Company, refrain from using or
disclosing Company information for his own account or the account of any person other
than the Company without the prior written approval of the Supervising Senior
Executive, unless the portion of the information to be used or disclosed has become
generally and lawfully known to the Company’s competitors.




 









 












	 	(2)	 	Employee shall not, at any time during which he is a Managing Director of the
Company and for twelve (12) months after his resignation, retirement or removal from
the Company, whether for his own account or for the account of any person other than an
Affiliated Company, directly or indirectly, endeavor to solicit away from the Company
or an Affiliated Company, or facilitate the solicitation away from the Company or an
Affiliated Company, of any client of the Company or an Affiliated Company.
	 
	 	(3)	 	Employee shall not, at any time during which he is a Managing Director of the
Company and for twelve (12) months after his resignation, retirement or removal from
the Company, whether for his own account or for the account of any person other than an
Affiliated Company, directly or indirectly, induce away from the Company or an
Affiliated Company, or facilitate the inducement away from the Company or an Affiliated
Company of, any personnel of the Company or an Affiliated Company or interfere with the
faithful discharge by such personnel of their contractual and fiduciary obligations to
serve the Company’s or the Affiliated Company’s interests and those of its clients of
undivided loyalty.






	(B)	 	Employee recognizes and agrees that a breach of any of the provisions of this Annex A will
immediately and irreparably harm the Company’s business, including but not limited to the
Company’s valuable business relations with its actual and prospective clients, and that
compensatory damages cannot be calculated readily and are in any event an inadequate remedy.
Accordingly, Employee acknowledges that the Company shall therefore be entitled to injunctive
and other relief including forfeiture to it of any Senior Executive benefits, if permitted by
law. In addition, Employee agrees to reimburse the Company for all costs and expenses,
including reasonable attorneys’ fees, which the Company incurs in connection with the
enforcement of its rights under this Annex A. Furthermore, Employee agrees to pay a
contractual penalty in the amount of three monthly salaries last received for each incident
of breach of any of the provisions of this Annex A “Monthly salary” shall be calculated as
overall remuneration received during the past twelve months divided by twelve. In case of a
permanent violation the contractual penalty shall be due for each commenced calendar month.





 









 






	(C)	 	“Client” as used herein above shall mean any person or entity for whom the Company or an
Affiliated Company performed professional services or provided products within the twelve
(12) months immediately preceding the resignation, retirement or removal of Employee.
“Company” as used herein above shall include any entity owned or controlled by the Company,
and “Affiliated Company” as used herein above shall include any entity owned or controlled
by the relevant Affiliated Company.






	(D)	 	In case one or several provisions contained herein are found to be invalid, the validity of
the remaining provisions shall remain unaffected. The invalid provision shall be substituted
with a valid provision which comes as close as possible to the economic effects the parties
intended with the invalid provision. The same shall apply if the invalidity of a provision is
based on too broad wording as regards time, local area or contents; in this case, the legally
valid wording shall apply.





	 	 	 	 	 	 	 
	Accenture GmbH
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	Employee