exv10w11






Exhibit 10.11




SENIOR EXECUTIVE EMPLOYMENT AGREEMENT




THIS AGREEMENT is made the           between Accenture (UK) Limited company no.
4757301 with its registered office at 60 Queen Victoria Street, London, EC4N 4TW (the “Company”)
and           of           (the “Employee”).



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



Period of Employment





	1.	 	This agreement is effective on and from (the “Commencement Date”) but
continuous employment runs from the date in paragraph one of Schedule 1 of this agreement.
This agreement replaces any previous contract of employment, which is deemed to end by mutual
agreement. The employment shall be for an indefinite period and (unless terminated in
accordance with clauses 34 to 36 below) shall continue until the Company terminates it by
giving to the Employee not less than 6 months’ notice in writing or the Employee giving to the
Company 90 days’ notice in writing. Notice may be given at any time. The Company reserves
the right at its discretion to terminate the Employee’s employment without notice by paying
Base Salary (as defined in Clause 7.1) and Performance Award and/or where relevant Transition
Award (as defined in Clause 7.2) in lieu of all or any unworked part of notice.





Duties





	2.	 	The Employee shall serve the Company in the role of Senior Executive and shall at all times
comply with the lawful and reasonable directions of the Board.
	 
	3.	 	The Employee shall: (a) devote his/her full time and attention during his/her hours of work
to the business and affairs of the Company and any Associated Company for whom he/she is
required to perform duties; the Employee’s hours of work shall be normal business hours Monday
to Friday (unless either the Employee has a pre-existing arrangement to work part-time — in
which case such arrangement shall continue as before — or the Employee and the Company agree
such an arrangement in the future) and such additional hours as may be necessary for the
proper performance of his/her duties; and (b) shall not without the prior written consent of
the Company directly or indirectly carry on or be engaged concerned or interested in any other
business trade or occupation.
	 
	4.	 	The Employee’s normal place of work is            or such other place of business of the
Company or any Associated Company as the Company may reasonably determine from time to time
within the United Kingdom. As a consequence of project assignments, the Employee may be
required and hereby agrees to perform duties at other premises of the Company or Associated
Company or at the premises of clients of the Company or Associated Company when so reasonably
requested or directed.




 









 






	5.	 	The Employee shall comply with all rules or codes of conduct in force from time to time
required by any regulatory body in relation to the business of the Company or any Associated
Company or the status of the Employee or which the Company shall reasonably determine are
necessary for the proper functioning of its business. The Employee shall also comply with all
Accenture Policies which are applicable to him/her from time to time and as amended or
replaced from time to time.
	 
	6.	 	The Employee hereby acknowledges that, in the event the Employee gives or receives notice to
terminate his/her employment the Company or Associated Company may require the Employee during
this employment to remain away for a period not exceeding the period of notice from the
premises of the Company or Associated Company or any client, provided always that during any
such period the Company or Associated Company shall continue to pay Base Salary and any
amounts due under any Transition Award or Performance Award referred to in clause 7 and
provide all benefits referred to in clauses 8, 9, 11 and 12 of this agreement and the Employee
hereby agrees:






	 	(a)	 	that the Company or Associated Company shall be under no obligation to provide
the Employee with any work to perform or duties to discharge during such period;
	 
	 	(b)	 	that all the Employee’s obligations under this agreement, except for his/her
obligation under clause 3(a) remain in full force and effect during such period;
	 
	 	(c)	 	that the Employee can be required to carry out specified duties consistent with
his/her status but different to those being carried out immediately prior to such
period;
	 
	 	(d)	 	that during such period the Employee can be prohibited from communicating with
any clients, prospective clients or employees of the Company or any Associated
Company;
	 
	 	(e)	 	that during any such period the Employee shall, if the Company so directs, take
all holiday which has accrued due to the Employee; the Employee agrees that the Company
need only give him 3 days notice that it requires him to take such holiday and the
rights and obligations in Regulation 15(3) and 15(4) of the Working Time Regulations
1998 are varied accordingly.





Remuneration and benefits





	7.1	 	The Company shall pay the Employee during his/her employment a gross base salary of
£           per annum (“Base Salary”) subject to statutory deductions.
Base Salary shall be paid by equal monthly instalments in arrears by credit transfer to the
Employee’s bank or building society account. The remuneration structure for the Company (in
line with that for employees and other individuals employed or engaged at a level equivalent
to that of the Employee) is intended to reflect the profitability of the Group and the
Employee’s level of responsibility. To reflect this philosophy, Base Salary shall be reviewed
on an annual basis with effect from 1 December each year and may be increased by such amount
as the Company may determine however the Employee acknowledges that at the




 









 






	 	 	Company’s discretion the Base Salary may also be reduced following such review by such
amount as the Company may determine.
	 
	7.2	 	For each 12 month period running from 1 December (except for any period for which there has
been a Transition Award) the Company shall determine whether to pay a performance award for
the 12 month period (the “Performance Award”) and if it is to be paid, the amount of such
award, which shall be determined on a unitised basis. The Performance Award shall be paid in
addition to the Base Salary, subject to statutory deductions, in equal monthly instalments in
arrears by credit transfer to the Employee’s bank or building society account. When
determining the Performance Award for a 12 month period running from 1 December the Company
shall have regard to such factors relating to the Executive’s role and performance in the
previous 12 months as it may from time to time at its absolute discretion decide. Once awarded
payment of the Performance Award will run concurrently with payment of Base Salary for the
period of 12 months ending on 30 November in the following year but shall then immediately
cease. Payment of a Performance Award in one year does not preclude the award of a lesser or
nil Performance Award in the following year but, for the avoidance of doubt, the Performance
Award may never be a negative amount. The Performance Award payable for the 12 month period
starting          shall be £           per annum.
	 
	8.	 	The Company may in addition pay or procure that there is provided to the Employee amounts or
benefits under such additional annual bonus arrangements of such amounts and on such terms as
the Company may in its absolute discretion determine from time to time (if at all).
	 
	9.	 	The Company shall provide the Employee with personal life
assurance cover to provide a payout of               
 (subject to the deduction of any applicable taxes) in case of the
Employee’s death while employed, PROVIDED THAT it is a condition of such benefit being
provided that:






	 	(a)	 	the Employee complies with any requirements of the relevant insurers including
any requirements relating to medical examination or medical records;
	 
	 	(b)	 	if the Employee undertakes any hazardous sporting activities as a result of
which the insurer requires an additional premium the additional premium will be met by
the Employee; and
	 
	 	(c)	 	if the medical condition of the Employee becomes such that the Company is
unable to secure cover at rates (which in the opinion of the Board) are reasonable the
Company may at its absolute discretion cease to provide such benefits.






	 	 	The Employee is not entitled to any pension or retirement benefits funded by the Company
whether under the Accenture Retirement Savings Plan or otherwise in respect of his/her
employment and any additional life cover or retirement benefits which the Employee chooses
to have or which he/she may be required to have will be at the Employee’s own cost. There is
no contracting out certificate in force in respect of the Employee’s employment hereunder.




 









 






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





Medical Insurance





	11.	 	At the option of the Employee the Company shall provide the Employee and his/her spouse and
children under 18 (or 21 if in full time education) during the employment with the benefit of
membership of such private medical expenses insurance scheme as the Company may from time to
time determine to be appropriate for Employees at the level of Senior Executive subject to the
insurers of such scheme being willing to accept the Employee, his/her spouse and children into
membership on reasonable terms. The Company reserves the right from time to time to change
the provider of the private medical scheme, to alter or amend the basis of cover or the terms
applicable to the cover and accordingly the benefit provided under this clause 11 shall be as
notified to the Employee from time to time.





Holiday Entitlement





	12.	 	The Employee is entitled to holiday amounting to 30 working days during the 12 month period
beginning 1 September each year (the “Year”). This entitlement accrues at the rate of 2.5
days for each complete calendar month of employment. In any holiday year, the Employee shall
be deemed to take his entitlement to statutory leave first. If at the conclusion of the Year,
the Employee’s accrued entitlement to holiday exceeds 5 days, then that entitlement to holiday
in excess of 5 days (which may be carried forward) shall be forfeited and no payment shall be
due in respect of that forfeiture.
	 
	13.	 	Upon the cessation of this employment, the Employee will receive payment in respect of any
holiday entitlement which has accrued under clause 12 but which has not been taken. In the
event that the Employee has taken holiday in excess of accrued entitlement, then the
appropriate deduction will be made from Base Salary and/or Transition Award and/or Performance
Award or from other sums due to the Employee as a result of this employment.
	 
	14.	 	The Employee is entitled to take the eight statutory public holidays in force in the United
Kingdom without deduction from Base Salary and either of the Transition Award or Performance
Award. The Employee may on exception be required to work on a statutory public holiday.
	 
	15.	 	Without prejudice to the Employee’s rights under the Working Time Regulations 1998, accrual
of entitlement to holiday shall cease if the Employee is absent from work for a period which
exceeds 3 months.





Sickness





	16.	 	In the event that the Employee is unable to carry out his/her duties by reason of sickness or
injury he/she shall be entitled to statutory sick pay in accordance with the relevant
statutory rules. In addition subject to complying with the Company’s procedures relating to
the notification and certification of periods of absence from work the Employee shall




 









 






	 	 	continue to be paid in accordance with the Accenture policy for sick pay, as such policy may
be amended or replaced from time to time.
	 
	17.	 	Once the Employee has received his/her full entitlement to sick pay as specified above the
Company may terminate the employment by giving not less than the statutory minimum notice
required under the Employment Rights Act 1996.
	 
	18.	 	If any incapacity of the Employee shall be caused by an alleged action or wrong of a third
party and the Employee shall decide to claim damages in respect thereof, then the Employee
shall use all reasonable endeavours to recover damages for loss of earnings over the period
for which remuneration has been or will be paid to him/her by the Company under clause 16, and
shall account to the Company for any such damages recovered (in an amount not exceeding the
actual remuneration paid or payable to him/her by the Company under clause 16 in respect of
the said period) less any costs borne by him/her in achieving such recovery. The Employee
shall keep the Company informed of the commencement, progress and outcome of any such claim.





Expenses





	19.	 	Subject always to the Company’s Policies, the Employee will be reimbursed for all reasonable
out-of-pocket expenses incurred as a result of, and in the course of, this employment and is
provided with an expense account for this purpose. The Company or Associated Company reserves
the right to correct an adverse expense account balance by making the necessary deductions
from any amounts due to the Employee from the Company.
	 
	20.	 	The Company or any Associated Company reserves the right to deduct from Base Salary and/or
Transition Award and/or Performance Award any amount which is incurred on behalf of the
Employee (i) to maintain such compulsory insurance as may be required from time to time; (ii)
to lease or otherwise provide any vehicle which is provided, in accordance with any relevant
policy in force from time to time, for the Employee’s use; or (iii) to meet other expenses
incurred on behalf of the Employee.





Company Property and Confidentiality





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





Proprietary Rights/Inventions





	22.	 	The Employee acknowledges that he/she may be involved in devising, creating or developing
intellectual property in the course of his/her duties and that in this respect the




 









 






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





Data Protection





	23.	 	The Employee acknowledges that he/she has read the current Accenture Data Privacy Policy
applicable to the Employee (the “Data Policy”). The Employee consents to the processing of
personal data relating to the Employee in accordance with the Data Policy.
	 
	24.	 	In particular, the Employee consents to:
	 
	24.1	 	the processing of sensitive personal data about him/her to the limited extent, and for the
purposes described in the Data Policy; and
	 
	24.2	 	the transfer worldwide of personal data held about him/her by Accenture to other employees
and offices of Accenture’s global organisation and to third parties where disclosure to such
third parties is required in the normal course of business or by law.
	 
	25.	 	The references to information “about him/her” include references to information about third
parties such as a spouse and children (if any) which are provided to Accenture by the Employee
on their behalf. The reference to “sensitive personal data” is to the various categories of
personal data identified by European data privacy laws as requiring special treatment,
including in some circumstances the need to obtain explicit consent. These categories
comprise personal data about racial or ethnic origin, political opinions, religious or other
similar beliefs, trade union membership, physical or mental health, sexual life or criminal
record.




 









 






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





Standards of Conduct and Behaviour





	27.	 	The Employee is required to comply with all the current “Accenture” policies including those
policies published on the “Accenture Policies Data Base” relating to conduct and behaviour
which are applicable to him/her from time to time and as such policies may be amended or
replaced from time to time. Any reference to a Policy in this agreement is a reference to
such policy as amended or replaced from time to time.
	 
	28.	 	The Employee will comply with the policies applicable to him/her from time to time in
relation to entering into any contract or similar commitment or signing any document in the
name of or on behalf of the Company or Associated Company and is excluded from doing other
than as authorised.
	 
	29.	 	The Employee must return to the Company or Associated Company on request and, in any event,
on termination of his/her employment, all documents and tangible items, including books,
records, tapes, magnetic media, photos, correspondence and other papers or electronic records
of whatsoever nature, kept or made by employees relating to the business of the Company or
Associated Company or its clients (without taking copies or extracts thereof) which belong to
the Company or Associated Company or which contain or refer to any confidential information
relating to the Company or Associated Company and which are in the Employee’s possession or
control.
	 
	30.	 	It is acknowledged that the Employee may be permitted to use the title “Partner” as an
alternative to “Senior Executive”. Except to the extent that the Employee has actual
authority granted to him in accordance with the policies and procedures of the Company as in
force from time to time, the Employee hereby agrees that neither the designation “Senior
Executive” nor the designation “Partner” confers any authority to bind the Company or
Associated Company and such authority will not be inferred in any statement or representation
made to third parties by the Employee. The Employee will at all times make it clear to third
parties that he/she acts as an employee of the Company and he/she does not act as a partner of
any partnership.





Working Overseas on behalf of the Company





	31.	 	The Employee may be required by the Company or Associated Company to work outside the UK.
All employees of Company or Associated Company working overseas do so in accordance with the
provisions of the Company or Associated Company’s Inter and Intra Area Assignment Policies as
applicable to him/her from time to time and as amended from time to time.
	 
	32.	 	The Employee agrees that, in order to make tax equalisation payments during the assignment,
the normal UK tax withholding (PAYE) will be replaced with hypothetical




 









 






	 	 	tax withholding and the Employee hereby authorises the Company or Associated Company to
withhold hypothetical tax (as defined in the Tax Equalisation Policy) from the Employee’s
salary on a monthly basis.





Periods of Leave





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





Termination





	34.	 	The Company operates a non-contractual disciplinary procedure which will apply to Employees
who serve the Company in the role of partner, a copy of which as amended from time to time
will be made available to and should be read by the Employee on the Accenture Policies Data
Base (the “Disciplinary Policy”). The Company may terminate this Agreement without notice or
pay in lieu of notice in the circumstances identified in the Disciplinary Policy as justifying
summary dismissal. Further, the Company may terminate this Agreement without notice or pay in
lieu of notice if the Employee:
	 
	34.1	 	commits any serious or persistent breach or non-observance of any of the terms, conditions or
stipulations contained in this Agreement; or
	 
	34.2	 	is guilty of any gross misconduct or serious negligence in connection with or affecting the
business or affairs of the Company or any Associated Company for which he is required to
perform duties; or
	 
	34.3	 	is guilty of conduct which brings or is likely to bring himself or the Company or any
Associated Company into disrepute; or
	 
	34.4	 	is convicted of an arrestable criminal offence (other than an offence under road traffic
legislation in the United Kingdom or elsewhere for which a non-custodial penalty is imposed);
or
	 
	34.5	 	is adjudged bankrupt or makes any arrangement or composition with his creditors or has an
interim order made against him pursuant to Section 252 of the Insolvency Act 1986.
	 
	35.	 	Without prejudice to any statutory obligation on the Company to comply with the duty to
consider working beyond retirement the Employee’s employment shall terminate with immediate
effect on the last day of the month in which the Employee’s 65th birthday occurs.
	 
	36.	 	If the employment of the Employee is terminated by reason of the liquidation of the Company
for the purposes of reconstruction or amalgamation or as part of any arrangement for the
amalgamation or reconstruction of the Company not involving insolvency and the Employee is
offered employment with any concern or undertaking resulting from such reconstruction or
amalgamation on terms and conditions which taken as a whole are not less favourable than the
terms of this agreement the Employee shall have no claim against the Company in respect of
such termination.




 









 






	37.	 	On termination the Employee shall:






	 	(a)	 	at the request of the Board immediately resign any directorship or office the
Employee may hold by virtue of the Employee’s employment hereunder (without prejudice
to any claims he/she may have for damages for breach of this agreement) and in the
event of his/her failure to do so the Company is irrevocably authorised to appoint some
person in his/her name and on his/her behalf to sign and deliver such resignations to
the Board; and
	 
	 	(b)	 	immediately repay all outstanding debts and loans due to the Company or any
Associated Company and the Company is hereby authorised to deduct from any monies due
to the Employee a sum in repayment of all or any part of any such debts or loans; and
	 
	 	(c)	 	return to the Company or Associated Company on request and, in any event, on
termination of his/her employment, all documents and tangible items as more
particularly described in clause 29.





Post termination undertakings





	38.	 	In clause 39:
	 
	 	 	“Old Accenture” means the worldwide business which was, as at 18 April 2001, conducted
through the Accenture Partners Société Co-operative and the member firm inter firm
organisation structure;
	 
	 	 	“Client” means any person, firm, corporation or other organisation whatsoever for whom the
Company, any Associated Company or Old Accenture provided services and with whom the
Employee had contact during the course of the 12 months immediately preceding the
Termination Date;
	 
	 	 	“Competitive Enterprise” means any business which provides at the Termination Date or which
intends to provide during the 12 months following the Termination Date services or advice
which are or is similar to the services or advice provided by the Company, Associated
Company or Old Accenture as at the Termination Date including but not limited to the
entities identified in schedule 2 of this Agreement or in any other document (whether
published on the Senior Executive Matters Data Base or otherwise) which is notified by the
Company to the Employee as replacing such schedule from time to time or any affiliate of
such entity;
	 
	 	 	“Consulting Services” means any services of whatsoever nature (including but not limited to
consulting services) provided to any Client by the Company, any Associated Company or Old
Accenture as at the Termination Date and in connection with which the Employee was involved
during the 12 months immediately preceding the Termination Date;
	 
	 	 	“Prospective Client” means any person, firm, corporation or other organisation whatsoever
who is not a Client but with whom the Company, any Associated Company or Old Accenture had
negotiations or discussions in which, the Employee was involved




 









 






	 	 	regarding the possible supply of services or advice during the 12 months immediately
preceding the Termination Date;
	 
	 	 	“Restricted Employee” means any employee of “Manager” grade or above who was employed by the
Company or any Associated Company at the Termination Date and was an employee with whom the
Employee had dealings or supervised during the 12 months immediately prior to the
Termination Date;
	 
	 	 	“Termination Date” means the date of termination of the Employee’s employment.
	 
	39.	 	The Employee hereby agrees that for the period of 12 months following the Termination Date
the Employee shall not:
	 
	39.1	 	in connection with the provision of Consulting Services within the United Kingdom become
employed or engaged by or in any way become associated with (including but not limited to,
association as sole proprietor, owner, partner, principal, investor, joint venturer,
shareholder, member or consultant) any Competitive Enterprise provided that with respect to
the equity of any Competitive Enterprise which is or becomes publicly traded, the Employee’s
ownership as a passive investor of less than 1% of the outstanding publicly held stock of a
Competitive Enterprise shall not be deemed a violation of this clause 39.1;
	 
	39.2	 	in connection with any Competitive Enterprise and whether directly or indirectly and whether
on his/her own behalf or on behalf of any other person:






	 	39.2.1	 	provide Consulting Services to any Client or Prospective Client;
	 
	 	39.2.2	 	solicit or seek to solicit or entice away from the Company or any Associated Company,
any Client or Prospective Client;
	 
	 	39.2.3	 	solicit or seek to solicit or entice away or assist any third party to solicit or
seek to solicit or entice away from the Company or any Associated Company any
Restricted Employee.






	40.	 	The periods during which clause 39.1 and 39.2 are expressed to operate shall each be reduced
by such period as the Employee shall have complied with a direction to perform no duties
and/or not to enter all or any premises of the Company or any Associated Company in accordance
with clause 6.
	 
	41.	 	The undertakings contained in clause 39.1, 39.2.1, 39.2.2 and 39.2.3 are intended to be
separate and severable and enforceable as such.





Miscellaneous





	42.	 	The Employee warrants that he/she has lawful authority to work in the UK and that by entering
into this agreement he/she is not and will not be in breach of any express or implied term of
any contract court order or any other legal obligation.
	 
	43.	 	The Company shall be entitled at any time during the employment to set off and/or make
deductions from the Employee’s Base Salary and/or Transition Award and/or Performance Award or
other sums due to him/her monies due to the Company or any




 









 






	 	 	Associated Company in respect of any overpayment debt or other monies due from him/her.
	 
	44.	 	Schedule 1 to this agreement (which does not form part of contractual terms of the Employee)
sets out those particulars of employment required by s.1 Employment Rights Act 1996 which are
not otherwise provided for in this agreement.
	 
	45.	 	Nothing in this agreement shall constitute or be construed as constituting or establishing
any partnership or joint venture between the parties hereto for any purpose whatsoever.





Variation of Contract





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





Definitions and interpretation





	47.	 	In this agreement unless the context otherwise requires:
	 
	 	 	“Affiliate” means in relation to any Legal Entity, any other Legal Entity which from time to
time Controls, is Controlled by or is under common Control with that Legal Entity; an
Affiliate of the Company includes Accenture Ltd (a Company incorporated in Bermuda) and any
Affiliate of or successor entity of Accenture Ltd;
	 
	 	 	“Associated Company” means any Legal Entity (other than the Company) which is in the Group
provided that in clause 38 and 39 “Associated Company” shall not extend to cover any such
company or Legal Entity in respect of which the Employee does not carry out material duties
in the period of 12 months prior to the termination of the employment;
	 
	 	 	“Control” means the ability to direct the affairs of another whether by way of contract,
ownership of shares or otherwise howsoever, and “Control” and “Controlled” shall be
construed accordingly;
	 
	 	 	“Group” means the Company, a subsidiary, or holding company for the time being of the
Company or an Affiliate of any of the foregoing from time to time;
	 
	 	 	“Legal Entity” means any body corporate or partnership or unincorporated association
carrying on a trade or other activity with or without a view to profit;
	 
	 	 	“holding company” or “subsidiary” shall have the meanings ascribed to them by s736 Companies
Act 1985 (as amended);
	 
	 	 	“Board” means the Board of Directors for the time being of the Company including any duly
appointed committee thereof or the directors present at a meeting of the directors of the
Company at which a quorum is present but excluding the Employee.
	 
	48.	 	In this agreement the headings are for convenience only and shall not affect its construction
or interpretation. References to clauses are references to clauses in this agreement and
references to a person shall where the context permits include reference to a corporate body
or an unincorporated body of persons. Any word which denotes the




 









 






	 	 	singular shall where the context permits include the plural and vice versa and any word
which denotes the masculine gender shall where the context permits include the feminine
and/or the neuter genders and vice versa. Any reference to a statutory provision shall be
deemed to include a reference to any statutory amendment modification or re-enactment.
	 
	 	 	Governing Law and Arbitration
	 
	49.	 	This Agreement contains the entire understanding between the parties and supersedes all (if
any) subsisting agreements arrangements and understandings (written or oral) relating to the
employment of the Employee and all such agreements arrangements and understandings shall be
deemed to have been terminated by mutual consent. Any dispute arising out of the Employee’s
employment with the Company (or the termination thereof) other than a dispute in relation to
the provisions of clauses 38 or 39 shall be referred to and finally resolved by confidential
arbitration under the Rules of the London Court of International Arbitration. The arbitral
tribunal shall consist of three arbitrators, one of whom shall be nominated by the Employee
and another of whom shall be nominated by the Company. The third shall be the Chairman who
shall be jointly nominated by the Employee and the Company or, in the event they are unable to
agree within a reasonable period, by the other two arbitrators. The arbitrators, including
the Chairman, may be of any nationality. The place and seat of any arbitration shall be
London, England. Judgement on any award may be entered in any court of competent jurisdiction
	 
	50.	 	This Agreement is governed by and shall be construed in accordance with English law.





SIGNED on behalf of the Company by




SIGNED by the Employee




 





 









 





SCHEDULE 1




Additional Particulars of Employment under




s. 1 Employment Rights Act 1996





	1.	 	The Employee’s period of continuous employment for statutory purposes started on .
	 
	2.	 	The Employee’s normal working hours are usual business hours and such other hours as are
required for the proper performance of his/her duties.
	 
	3.	 	No contracting-out certificate is currently in force.
	 
	4.	 	The disciplinary rules and procedures and grievance procedure applicable to the Employee are
in the Accenture Policies Data Base.
	 
	5.	 	There are no applicable collective agreements.