Accenture LTD Sample Contracts

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Underwriting Agreement
Accenture LTD • April 29th, 2004 • Services-business services, nec • New York
EXHIBIT 9.1 =================================================================== ============= TRANSFER RESTRICTION AGREEMENT
Transfer Restriction Agreement • January 14th, 2003 • Accenture LTD • Services-business services, nec
ACCENTURE LTD 2001 SHARE INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT (Key Executive Performance-Based Award)
Restricted Share Unit Agreement • March 29th, 2007 • Accenture LTD • Services-business services, nec • New York

Accenture Ltd, an exempted company registered in Bermuda (the “Company”), hereby grants, as of [___date___], to [___name___] (the “Participant”), a total number of [___number___] Restricted Share Units (“RSUs”), on the terms and conditions set forth herein. This grant is made pursuant to the terms of the Accenture Ltd 2001 Share Incentive Plan (the “Plan”), which Plan, as amended from time to time, is incorporated herein by reference and made a part of this Restricted Share Unit Agreement (this “Agreement”).

s/ Douglas G. Scrivner --------------------------------- Douglas G. Scrivner General Counsel and Secretary of Accenture Ltd
Directorship Agreement • January 14th, 2002 • Accenture LTD • Services-business services, nec
ACCENTURE LTD 2001 SHARE INCENTIVE PLAN RESTRICTED SHARE UNIT AGREEMENT (CEO Award — 2009)
Restricted Share Unit Agreement • March 27th, 2009 • Accenture LTD • Services-business services, nec • New York
ACCENTURE LTD - and - ACCENTURE plc - and - ACCENTURE CANADA HOLDINGS INC. - and - ACCENTURE INC. First Supplemental Agreement Dated September 1, 2009 to Exchange Trust Agreement dated as of May 23, 2001
Supplemental Agreement • September 1st, 2009 • Accenture LTD • Services-business services, nec

THIS FIRST SUPPLEMENTAL AGREEMENT TO EXCHANGE TRUST AGREEMENT is entered into as of September 1, 2009, by and between ACCENTURE LTD, an exempted company registered under the laws of Bermuda (“ParentCo”), ACCENTURE plc, an Irish public limited company (“Successor ParentCo”), ACCENTURE CANADA HOLDINGS INC., a corporation incorporated under the laws of Ontario (the “Corporation”), and ACCENTURE INC., a corporation incorporated under the laws of Ontario (“Trustee”);

ACCENTURE LTD - and - ACCENTURE plc - and - ACCENTURE CANADA HOLDINGS INC. First Supplemental Agreement Dated September 1, 2009 to Support Agreement dated as of May 23, 2001
Accenture LTD • September 1st, 2009 • Services-business services, nec

THIS FIRST SUPPLEMENTAL AGREEMENT TO SUPPORT AGREEMENT is entered into as of September 1, 2009, by and between ACCENTURE LTD, an exempted company registered under the laws of Bermuda (“ParentCo”), ACCENTURE plc, an Irish public limited company (“Successor ParentCo”) and ACCENTURE CANADA HOLDINGS INC., a corporation incorporated under the laws of Ontario (the “Corporation”);

Accenture Ltd 1661 Page Mill Road Palo Alto, CA 94304 Ladies and Gentlemen:
Accenture LTD • July 2nd, 2001 • Services-business services, nec
ASSUMPTION AND GENERAL AMENDMENT AGREEMENT
Assumption and General Amendment Agreement • September 1st, 2009 • Accenture LTD • Services-business services, nec • New York

This Assumption and General Amendment Agreement (this “Agreement”) is made as of September 1, 2009, by and between Accenture Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (“Accenture Ltd”), and Accenture plc, a public limited company under the laws of Ireland (“Accenture plc”).

Amendment to Accenture Ltd Voting Agreement
Accenture LTD Voting Agreement • January 10th, 2005 • Accenture LTD • Services-business services, nec

Pursuant to Section 6.2 of the Voting Agreement, dated as of April 18, 2001, among Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EC30090) and the Covered Persons (as defined therein) (the “Voting Agreement”), a vote of the Employee Covered Shares (as defined therein) was held and the Voting Agreement was amended, effective as of November 22, 2004, in the following manner:

ASSUMPTION AGREEMENT of the AMENDED AND RESTATED VOTING AGREEMENT AMONG ACCENTURE PLC (as successor to ACCENTURE LTD) and THE COVERED PERSONS SIGNATORY THERETO
Assumption Agreement • September 1st, 2009 • Accenture LTD • Services-business services, nec

This Assumption Agreement dated as of September 1, 2009 by Accenture plc (as successor to Accenture Ltd), a public limited company organized under the laws of Ireland (“Accenture plc”) relates to the Amended and Restated Voting Agreement, dated as of February 3, 2005 (the “Voting Agreement”), between Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (“Accenture Ltd”), and the Covered Persons (as defined in the Voting Agreement).

STANDARD FORM OF NONQUALIFIED SHARE OPTION AGREEMENT FOR PARTNER PERFORMANCE OPTION GRANT (Fiscal Year 2005) Terms and Conditions
Accenture LTD • January 10th, 2005 • Services-business services, nec • New York
EMPLOYMENT CONTRACT [English Translation]
Employment Contract • October 23rd, 2007 • Accenture LTD • Services-business services, nec
Contract
Accenture LTD • February 14th, 2007 • Services-business services, nec

Parties to that certain Employee Stockholders Agreement, dated as of August 4, 2000, by and among Avanade Inc., a Delaware corporation, the holders of shares of Avanade Inc. Convertible Series A Preferred Stock and certain other individuals party thereto, together with certain other individuals who have agreed to be bound by such Employee Stockholders Agreement:

Underwriting Agreement (International Version)
Underwriting Agreement • July 18th, 2001 • Accenture LTD • Services-business services, nec • New York

Goldman Sachs International, Morgan Stanley & Co. International Limited Credit Suisse First Boston (Europe) Limited Deutsche Banc Alex. Brown Inc. J.P. Morgan Securities Inc. Salomon Smith Barney Inc. Banc of America Securities Limited Lehman Brothers Inc. Merrill Lynch International UBS AG, acting through its business group UBS Warburg ABN AMRO Rothschild As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB, England, and Morgan Stanley & Co. International Limited 25 Cabot Square, Canary Wharf, London E14 4QA, England.

Employment Agreement
Employment Agreement • June 8th, 2001 • Accenture LTD • Services-business services, nec • New York

In consideration of the promises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

NON-COMPETITION AGREEMENT AMONG ACCENTURE LTD and THE PARTNERS PARTY HERETO Dated as of April 18, 2001
Non-Competition Agreement • April 19th, 2001 • Accenture LTD • New York

This Non-Competition Agreement, dated as of April 18, 2001 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, this “Agreement”), among Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EC30090) (“Accenture Ltd”), and the Partners (hereinafter defined).

NON-COMPETITION AGREEMENT AMONG ACCENTURE SCA and THE PARTNERS PARTY HERETO Dated as of April 18, 2001
Non-Competition Agreement • April 19th, 2001 • Accenture LTD • New York

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

Underwriting Agreement ---------------------
Accenture LTD • November 1st, 2002 • Services-business services, nec • New York
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Accenture Ltd Class A Common Shares Underwriting Agreement (U.S. Version) ______________________
Underwriting Agreement • July 18th, 2001 • Accenture LTD • Services-business services, nec • New York

Goldman, Sachs & Co. Morgan Stanley & Co. Incorporated Credit Suisse First Boston Corporation Deutsche Banc Alex. Brown Inc. J.P. Morgan Securities Inc. Salomon Smith Barney Inc. Banc of America Securities LLC Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Warburg LLC ABN AMRO Rothschild LLC As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036.

VOTING AGREEMENT AMONG ACCENTURE LTD and THE COVERED PERSONS SIGNATORY HERETO Dated as of April 18, 2001
Voting Agreement • April 19th, 2001 • Accenture LTD

This Voting 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 Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EC30090) (“Accenture Ltd”), and the Covered Persons (hereinafter defined).

SERVICE AGREEMENT FOR MANAGING DIRECTORS
Service Agreement • October 20th, 2008 • Accenture LTD • Services-business services, nec
SUPPORT AGREEMENT
Support Agreement • July 2nd, 2001 • Accenture LTD • Services-business services, nec • Ontario

THIS SUPPORT AGREEMENT is entered into as of May 23, 2001, between Accenture Ltd, an exempted company registered under the laws of Bermuda (“ParentCo”) and Accenture Canada Holdings Inc., a corporation incorporated under the laws of Ontario (the “Corporation”).

ACCENTURE LTD FORM OF RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • February 9th, 2005 • Accenture LTD • Services-business services, nec • New York
BETWEEN
Accenture LTD • January 14th, 2002 • Services-business services, nec
ACCENTURE LTD 2001 SHARE INCENTIVE PLAN FORM OF RESTRICTED SHARE UNIT AGREEMENT
Restricted Share Unit Agreement • March 28th, 2008 • Accenture LTD • Services-business services, nec • New York
TRANSFER RIGHTS AGREEMENT AMONG ACCENTURE SCA and THE COVERED PERSONS SIGNATORY HERETO Amended and Restated as of February 3, 2005
Transfer Rights Agreement • April 8th, 2005 • Accenture LTD • Services-business services, nec • Luxembourg

This Transfer Rights Agreement, amended and restated as of April 18, 20011 (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).

ACCENTURE LTD
Accenture LTD • July 18th, 2001 • Services-business services, nec • New York

Reference is made to the Underwriting Agreement dated July __, 2001 (the "U.S. Underwriting Agreement") among Accenture Ltd (the "Company"), Accenture SCA ("SCA") and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Credit Suisse First Boston Corporation, Deutsche Banc Alex. Brown Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. ("SSB"), Banc of America Securities LLC, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Warburg LLC and ABN AMRO Rothschild LLC, as representatives of the underwriters listed on Schedule I thereto; and to the Underwriting Agreement dated July __, 2001 (the "International Underwriting Agreement") among the Company, SCA and Goldman Sachs International, Morgan Stanley & Co. International Limited, Credit Suisse First Boston (Europe) Limited, Deutsche Banc Alex. Brown Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc., Banc of America Securities Limited, Lehman Brothers Inc., Merrill Lynch International, U

VOTING AGREEMENT AMONG ACCENTURE LTD and THE COVERED PERSONS SIGNATORY HERETO Amended and Restated as of February 3, 2005
Voting Agreement • April 8th, 2005 • Accenture LTD • Services-business services, nec

This Voting Agreement, dated as of April 18, 20011 (as amended, supplemented, waived or otherwise modified from time to time in accordance with its terms, this “Agreement”), among Accenture Ltd, an exempted company limited by shares organized under the laws of Bermuda (registered number EC30090) (“Accenture Ltd”), and the Covered Persons (hereinafter defined).

TRANSFER RIGHTS AGREEMENT AMONG ACCENTURE SCA and THE COVERED PERSONS SIGNATORY HERETO Dated as of April 18, 2001
Transfer Rights Agreement • April 19th, 2001 • Accenture LTD • Luxembourg

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).

Accenture Ltd Class A Common Shares
Accenture LTD • September 24th, 2003 • Services-business services, nec • New York

Accenture Ltd, an exempted company limited by shares registered in Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 57,394,595 Class A Common Shares, par value $0.0000225 per share (“Common Shares”), of the Company and, at the election of the Underwriters, up to 12,300,000 additional Common Shares, and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”)

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