Employment Agreement - Accenture and Arnaud Andre
EMPLOYMENT CONTRACT
BETWEEN THE UNDERSIGNED:
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ACCENTURE
A simplified joint stock company with a capital of 113,142,081 F, registered
with the trade and companies register of Paris under no. B 732 075 312,
paying contributions to the URSSAF Montreuil, whose registered office is at 55
avenue George V, 75379 Paris Cedex 08,
hereinafter designated as "Accenture", party of the first part,
AND:
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Mr. / Ms. [_]
residing at
whose social security number is:
hereinafter designated as the "Partner", party of the second part.
THE PARTIES HEREBY ENTER INTO THE FOLLOWING AGREEMENT:
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ARTICLE 1 - OBJECT
1.1 The Partner is linked with Accenture by an employment contract. In the
context of the restructuring of the various members of the international
group Accenture (the "Group"), the Partner and Accenture have decided to
replace the employment contract governing their relationship with this
employment contract so as to harmonize the clauses contained in the
employment contracts of all partners.
1.2 Hence the Partner and Accenture hereby agree that this employment contract
replaces, in all of its provisions, the previous employment contract or
contracts as well as any amendments thereto.
1.3 The relationship between the Partner and Accenture is governed as of June
1, 2001 by this employment contract.
1.4 The Partner's position is governed by the collective bargaining agreement
as well as by any document applicable to the Partner, including the
Reglement Interieur (internal regulations), any procedure applied by
Accenture, the Group policies, particularly the policies specifically
relating to the Partner's position, and finally by the conditions laid down
in this employment contract. All of the documents mentioned in this
paragraph are available to the Partner at Accenture's registered office.
ARTICLE 2 - NATURE OF DUTIES
2.1 The Partner shall have, among others, the following duties:
- Solicit prospects and supervise tender procedures,
- Manage Accenture's relationship with the general management and the
operating departments of Accenture's clients,
- Actively participate in formulating strategic analyses for the
clients,
- Supervise the performance of consulting assignments and participate in
elaborating strategic scenarios,
- Evaluate the resources and time needed for work to be performed, and
ensure the best possible consistency between the skills of consultants
assigned to a mission and the tasks to be carried out, ensure the
quality of the work performed for the clients, their consistency with
the clients' needs and the contracts, and the clients' satisfaction,
- Supervise the consultants, particularly in connection with projects,
and see to their career development and to their working conditions
and motivation,
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- Actively participate in the internal management and in Accenture's
growth in France, particularly in connection with any recruitment
effort, human resources, strict financial management of its
activities and any project requested by the management,
- Develop, by participating in international working groups within
Accenture, a strong expertise in connection with corporate
strategies and the offerings and solutions proposed by Accenture,
and
- Diligently carry out the mandates or representative functions with
which the Partner may be entrusted within or outside the Group.
2.2 These functions, by their very nature, are subject to change as a result
of, on the one hand, the imperatives involved in Accenture's adaptation
to its market, and, on the other hand, the Partner's abilities and
strengthening of his skills.
2.3 The Partner acknowledges that he will be led to deal with documents and
work in English because of the international nature of the Group and its
clients.
ARTICLE 3 - COMPENSATION
3.1 Salary
3.1.1 As compensation, the Partner shall receive the gross annual reference
salary set forth in Exhibit A. The salary is paid in twelve monthly
installments, by transfer directly to the Partner's bank account.
3.1.2 It is explicitly agreed between the Partner and Accenture that the
legislation concerning working time, particularly with respect to
overtime, is not applicable to the Partner in his capacity as Cadre
Dirigeant ("senior manager"). Accordingly, the Partner shall not be
entitled in any way to receive payment of overtime, as the case may be.
3.1.3 The Partner and Accenture hereby agree that 10% of the salary mentioned
above is paid by anticipation to compensate for the non-compete covenant
set forth in Article 15 hereof. The payment of this compensation by
anticipation shall cease as soon as the payment of the salary ceases. The
compensation paid by anticipation to the Partner during the term of this
employment contract shall be deemed the fair consideration of the
performance of the non-compete covenant set forth in Article 15 hereof.
3.2 Monthly allowance
3.2.1 The Partner may receive a monthly allowance whose determination and gross
amount shall be decided on a discretionary basis in light of the Group's
annual budget as determined at the beginning of each fiscal year. Any
monthly allowance shall be paid, if the case arises, at the same time as
the salary, directly into the Partner's bank account.
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3.2.2 Notwithstanding the monthly nature of said allowance, Accenture reserves
the right to abandon the principle and implementation of this allowance
for any subsequent fiscal year.
3.3 Quarterly bonus
3.3.1 The Partner may receive a quarterly bonus payment whose determination
and gross amount shall be (i) decided on a discretionary basis in light
of the pay policy followed by the Group and (ii) in any event, subject
to attainment by the Group of the quarterly targets laid down in the
Group's annual budget determined at the beginning of each fiscal year.
3.3.2 Any quarterly bonus shall be paid, if the case arises, two months after
the end of the relevant quarter, directly into the Partner's bank
account.
3.4 Annual bonus
3.4.1 The Partner may receive an annual bonus payment whose determination and
gross amount shall be decided on a discretionary basis in light of the
pay policy followed by the Group.
3.4.2 In this respect, a decision will be made at the end of each fiscal year
as to whether an annual bonus shall be paid, and if a bonus is paid, the
amount of the said bonus.
3.4.3 Any annual bonus shall be paid, if the case arises, within three months
following the end of the relevant fiscal year, directly into the
Partner's bank account.
3.5 General provisions concerning the quarterly and annual bonuses
3.5.1 Payment of the bonuses that may apply to fiscal years ended before
receipt by Accenture of the Partner's letter of resignation or by the
Partner of a letter of dismissal shall be made under the conditions laid
down in the above sections, even if the Partner is serving his notice
period or has already left Accenture at the time of payment.
3.5.2 No quarterly bonus is due to the Partner for a quarterly period during
which the Partner has served notice of his resignation or has been
notified of his dismissal.
3.5.3 The annual budget that may be applicable to the fiscal year of the
Partner's departure is due, prorata temporis, from the beginning of the
fiscal year until the month preceding service of notice of the Partner's
dismissal or resignation. If the case arises, the annual bonus,
determined on a prorata basis, shall be paid at the end of the fiscal
year.
3.5.4 Bonuses that may be due to the Partner shall be paid to him even if
actual payment does not occur until after the Partner actually leaves
Accenture.
3.5.5 Payment of the bonuses with respect to several periods, whether
successive or not, shall not create any right to future bonuses.
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3.6 Incentive plan
The Partner may receive shares or stock options from the Group. Allocation of
shares or stock options is decided on a discretionary basis. The shares or stock
options that may be allocated to the Partner are subject to the provisions of
the applicable "Stock Incentive Plan", if the case arises.
ARTICLE 4 - STATUS
The Partner shall enjoy Cadre (executive supervisor) status, coefficient 270. He
shall be affiliated with the CRICA and the UPS (supplementary retirement funds)
and with Accenture's welfare benefits regime.
ARTICLE 5 - DURATION
5.1 This employment contract shall become effective on June 1, 2001 and is
entered into for an indefinite term.
5.2 Each party shall have the option to put an end to this employment contract
subject to the observance of the legal and conventional rules then in
force.
5.3 Accenture reserves the right to waive the notice period.
ARTICLE 6 - TRIAL PERIOD
The Partner is hereby dispensed from the trial period in view of his experience
with Accenture. The Partner hereby keeps all of his seniority.
ARTICLE 7 - PLACE OF WORK
7.1 The Partner's assigned administrative place of work is Accenture's
principal place of business.
7.2 Because of his duties, the Partner is mobile by nature and will be led to
travel in France and abroad to all of Accenture's and the Group's offices
and to the premises of Accenture's and the Group's clients. The Partner
hereby explicitly acknowledges and accepts that Accenture may change the
Partner's principal place of activity, which change shall not result in a
substantial modification of this employment contract nor create a right to
any indemnification whatsoever, with the exception of possible moving
indemnities. In addition, a transfer of the registered office of Accenture
or of the Partner's assigned administrative place of work shall not
constitute a substantial modification of this employment contract.
7.3 The Partner shall have a valid passport usable for trips abroad.
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7.4 The Partner's travel expenses will be paid in accordance with the Group's
policies.
7.5 In connection with all secondments abroad, and depending on the applicable
policies of the Group, the "tax equalization" system guarantees that the
Partner will enjoy tax and social neutrality in that the Partner will not
have to pay any additional tax and will not benefit from any more favorable
tax or social regime. The Partner will continue to bear a hypothetical tax
corresponding to the social and tax charges he would have paid if he had
remained in France. The foreign taxes will be paid by Accenture. These
procedures are laid down in the Inter/Intra-Area Assignment Policy,
available from the personnel department.
7.6 The Partner authorizes Accenture to withhold from his salary the amount of
the hypothetical tax that will have been calculated by virtue of the
Inter/Intra-Area Assignment Policy.
7.7 In case the Partner leaves Accenture, he also hereby authorizes Accenture
to deduct the amounts still due in connection with the said tax from his
termination balance, and the Partner shall round out the amount, if the
case arises, by writing a check for the difference.
ARTICLE 8 - GENERAL RULES CONCERNING TERMINATION
In case of termination of this employment contract for any reason whatsoever,
the Partner:
- shall be regarded as having resigned from all mandates held on any committee
or board whatsoever within Accenture or the Group, and from all internal or
external representation functions with Accenture or the Group, in each case
entrusted to him as a result of his status as Partner. As the case may be,
the Partner shall sign any letter confirming his resignation from said
mandates or representation duties that may be required, at the request of
Accenture's President,
- shall immediately repay all amounts due to Accenture. Accenture is hereby
authorized to deduct the totality of the amounts due from the Partner's
termination balance, within the limits allowed under rules and regulations,
- shall return to Accenture all documents and equipment entrusted to him for
the performance of his duties mentioned in Articles 11 and 12 of this
employment contract.
ARTICLE 9 - INTELLECTUAL AND INDUSTRIAL PROPERTY
9.1 This Article 9 applies to all work, intellectual creations and inventions,
whatever the nature, including know-how, methods and methodologies,
technologies, developments, equipment and models, software and the
documentation related thereto as well as any realization which can be
protected under intellectual property rights or by any other means
(hereinafter collectively designated as the "Creations") designed or
developed by the Partner, alone or jointly, in any place, in connection
with the
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performance of this employment contract and in the exercise of his duties
within Accenture.
9.2 The Partner acknowledges that the Creations created by him or in
collaboration, in connection with the performance of this employment
contract and any previous employment contract with Accenture,
- are produced at the initiative and under the supervision of Accenture
(and/or the Group), and
- belong, as of right, without any exception or reserve, to Accenture
which may take any measure in order to protect them; accordingly,
Accenture is entitled to patent, edit, publish and disclose them,
directly or indirectly, under its name or the name of a Group entity,
or to transfer them, particularly within the Group.
In that respect, the Partner undertakes to cooperate, in order to allow the
Creations to be protected in Accenture's interest, by ensuring the
confidentiality of the Creations, except with respect to Accenture's
management, and by signing all the documents necessary requested by
Accenture during and after the performance of this employment contract.
9.3 Insofar as needed, and particularly in order to comply with the provisions
of the Code de la Propriete Intellectuelle (French code of intellectual
property), the collective bargaining agreement and the Group's policies,
the Partner hereby declares that he shall transfer to Accenture, without
any exception or reserves and with all of the legal or factual warranties
associated therewith, the entirety of the rights he holds or will hold on
the Creations of any kind - particularly drawings, studies, methods, texts,
recordings, software, specifications, analysis files, databases, computer
Creations, images, sounds, graphic devices, designs, logos, prototypes,
layouts, designs, screens, files, architecture, navigation, graphic charts,
catalogue - and inventions that he has produced or will produce during the
term of this employment agreement.
9.4 Pursuant to the provisions of Article L.131-3 of the Code de la Propriete
Intellectuelle, it is expressly specified that the rights transferred
include the rights relating to representation, reproduction, adaptation,
integration, digitization and distribution for all of the Creations, in
part or as a whole, as well as the derivative exploitation rights of each
element under the terms set forth below, including:
. The right to reproduce or to have others reproduce, in unlimited
numbers, each Creation taken separately, in whole or in part or
assembled with one or several other elements, in any form, by any
means and processes on any material, both current and future, known or
unknown, and particularly digital, magnetic, optodigital and telematic
materials, by downloading, on paper or derivatives, microfilms,
videograms, disks and floppy disks, DVD, CD, CDI, CD-ROM, Internet,
Intranet, Extranet, tapes, listings...
. The right to represent or distribute all or part of the Creations by
any communication means, whether known or unknown at present, and
particularly any telecommunications network, and in particular
interactive telematic systems, downloading, teletransmission,
transmission by Hertzian waves, satellites, cable, on-line networks
such as the Minitel, audiotext, Internet, Intranet, Extranet...
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. The right to adapt, modify, translate, transform, mix, assemble,
mount, arrange or transcribe all or part of the Creations or to
integrate them into other works, the right of adaptation, correction,
change, follow-up, production of new versions, use, maintenance of the
Creations and the software, translation into languages or any
programming languages, use of the algorithms for any purposes, as well
as the right to reproduce, represent and market such work as
modified, adapted, new or derivative, under the terms provided for in
this Article 9.
. The right to distribute, rent, lend, market and distribute the
Creations, by any means, to any person, with or without consideration.
. The right to grant to any third party any right of reproduction,
editing, distribution or marketing, and any license, in any form
whatsoever, on any material or any means whatsoever.
. The right to transfer, with or without consideration, all or part of
the rights set forth in this employment contract, including to any
entity of the Group.
. The right to use, as it wishes, the Creations, whether for its
personal use or on behalf of third parties.
. Generally, all of the property rights resulting from authorship.
9.5 It is explicitly agreed that all software products and all conception and
use equipment created by the Partner, whether during the term of this
employment contract within or outside of Accenture, or on the basis of
instructions given by Accenture, or in the scope of Accenture's business,
or on the basis of knowledge or use of techniques and/or means specific to
Accenture, or the data provided by it, belong to Accenture in source codes
and object codes, whatever the legal regime of the protection attached to
the software Creation, such as copyrights or patentable inventions.
9.6 The Partner represents that he is not bound by any agreement limiting or
prohibiting the transfer referred to in this employment contract.
9.7 The present transfer of intellectual property rights is made for the entire
world and for the entire duration of the copyrights attached to the
Creations.
9.8 The transfer of the intellectual property rights to Accenture is carried
out, from time to time, as the Creations and other elements are produced,
which Accenture shall therefore be entitled to own as is if, for
any reason whatsoever, this employment contract were to be terminated.
9.9 As a result of the present transfer, the Partner formally agrees not to
reproduce or reuse, in any form whatsoever, all or part of the transferred
rights, notwithstanding his right to reuse the experience and know-how
acquired in connection with this employment contract.
9.10 The Partner hereby undertakes not to make any claim relating to his moral
rights, if any, on the Creations against Accenture, any Group entity, the
clients of Accenture or the Group, or the holders of a use license.
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9.11 The financial consideration for the transfers referred to in this Article 9
is included in the gross compensation of the Partner, provided for in this
employment agreement. Such consideration may result in some fair
compensation to be agreed upon by the parties solely for the patentable
inventions created outside of a project, on which inventions Accenture
would obtain a patent.
9.12 In case of dispute, the Partner must prove that his Creations do not belong
fully to Accenture.
ARTICLE 10 - SOFTWARE
10.1 The Partner undertakes to comply with all the provisions of the various
contracts (exploitation, license, protection) that Accenture may have
signed with respect to the use of software (programmed products, operating
systems...) or to which Accenture is bound in connection with projects.
10.2 The Partner is bound by the utmost care regarding computer risks such
as fraud, virus, hacking... as much relating to Accenture's systems and
servers as those of the clients.
ARTICLE 11 - PROFESSIONAL SECRECY
11.1 Accenture is bound, as is each of its employees, by observance of
professional secrecy. Hence during the term of this employment contract and
after its termination, the Partner must not disclose anything to any party
whatsoever (except persons on a need to know basis because of their
responsibilities and duties) about the projects, studies, realizations,
consultations and software carried out within Accenture (or within an
entity belonging to the Group) either on behalf of clients or on behalf of
Accenture, being bound in this respect by the utmost professional secrecy.
The same applies to the information, results, etc... resulting from work
carried out at Accenture (or within an entity belonging to the Group) or
noticed at a client's premises.
11.2 Moreover, all necessary measures must be taken to ensure that no
unauthorized third party can access any document containing confidential
information such as, but not limited to, the ones mentioned above,
information concerning Accenture's and the Group's personnel, and the list
of Accenture's and the Group's clients.
ARTICLE 12 - CONFIDENTIALITY
12.1 In case the Partner ceases his activity with Accenture, except in case of
transfer to an entity belonging to the Group, or on any other occasion if
Accenture so requests, he shall deliver to Accenture's President all
equipment, files, projects, studies, methodologies, realizations,
consultations, software and other documents established within Accenture
(or within an entity member of the Group) in his possession.
12.2 The Partner shall not keep any copy of the said documents and shall
maintain, even after his departure, the confidentiality thereof, in the
absence of written and prior
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approval by Accenture and as long as the information disclosed is
legally known to the third parties. In this respect, the Partner
undertakes not to use the contents of the said information for himself
or on behalf of any third parties, and not to disclose, nor allow the
disclosure of, any of the information contained therein to any party
whatsoever. The Partner shall incur personal liability in case of
breach of this obligation.
ARTICLE 13 - EXCLUSIVITY FOR THE TERM OF THIS EMPLOYMENT CONTRACT
13.1 The Partner undertakes to devote to Accenture, as well as to any Group
entity, all of his working time to the tasks with which he is
entrusted pursuant to this employment contract.
13.2 In case the Partner receives a request for professional services,
directly and personally, from an Accenture client or prospect, the
Partner undertakes to reject said request for himself or for any third
party, and to inform Accenture's President thereof.
13.3 The Partner shall not carry on any other professional activity,
directly or indirectly, remunerated or unremunerated, without the prior
written approval of Accenture's President.
ARTICLE 14 - LOYALTY AND FIDELITY OBLIGATION
14.1 The Partner is bound to his employer by a loyalty and fidelity
obligation, which prevents him, in particular, from engaging in any act
of competition against his employer.
14.2 In case he receives a job offer from a client, the Partner acknowledges
that, as a result of this obligation, he is required to immediately
inform Accenture's President of the said offer.
ARTICLE 15 - NON-COMPETITION CLAUSE
15.1 The Partner acknowledges that the activity he is going to carry on
within Accenture implies direct contacts with Accenture's clients,
which will provide him with broad access to the know-how, techniques,
commercial practices and more generally numerous types of confidential
information concerning Accenture.
15.2 He acknowledges that the confidential information constitutes one of
Accenture's main strengths, so that Accenture has a legitimate interest
in including a non-competition clause in this employment contract.
15.3 As a result, and in view of the nature of his duties, the Partner
agrees, in case of termination of this employment contract for any
reason whatsoever, not to work with, to take an interest in or to
directly or indirectly solicit, in any way whatsoever, for himself or
on behalf of a third party Accenture's clients as well as the prospects
with
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15.3 which the Partner has had a direct relationship during the eighteen
(18) months preceding the date of actual termination of the Partner's
employment. This undertaking is valid for a duration of eighteen (18)
months starting with the date of actual termination of the Partner's
employment.
15.4 Furthermore the Partner agrees, for a duration of twelve (12) months
starting with the date of actual termination of his employment, not to
hire and/or to hire away, for himself or on behalf of any third party,
any of Accenture's employees.
15.5 In addition, the Partner undertakes, for a duration of twelve (12)
months following the actual termination of his employment, not to
associate himself or intervene, particularly as partner, employee or
consultant, with or for any Competing Company (as described in Exhibit
B) and/or their direct subsidiary or successor involved in the same
business, by performing duties similar to the ones performed within
Accenture.The Partner also undertakes not to hold more than 1 % of the
capital of a Competing Company.
15.6 The scope of this undertaking is limited to France.
15.7 In the event that any paragraph or portion of a paragraph of this
Article 15 is declared null and void by a court of competent
jurisdiction, such paragraph or portion thereof shall be deemed deleted
from this Article 15 and shall not alter the enforceability of the
remaining provisions of this Article 15, which shall continue in full
force and effect.
ARTICLE 16 - NON- SOLICITATION CLAUSE
16.1 The Partner undertakes, during the term of this employment contract and
for a period of twelve (12) months following expiration of his notice
period, whether served or not, not to solicit any client of Accenture
and of any Group entity, directly or indirectly, to his own benefit or
to the benefit of a third party.
16.2 The Partner undertakes, during the term of this employment contract and
for a period of twelve (12) months following expiration of his notice
period, whether served or not, not to hire an/or hire away, for himself
or on behalf of any third party, any employee of Accenture or of any
Group entity an/or of any client of Accenture or of any Group entity.
ARTICLE 17 - INDEPENDENCE
The Partner agrees not to hold, on a direct management basis, any shares, even a
small number, of a company that is a client of Accenture insofar as the Partner
works on a project enabling him to have access to financial information relating
to the said company, other than information available by usual and legal means.
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ARTICLE 18 - TREATMENT OF PERSONAL DATA
18.1 For the needs, in particular, of management of the Partner's personal
file as well as his professional career, rating, professional training,
the processing of his compensation (salary, paid holidays, leave),
integration within the Group, and more generally the exercise of his
professional activity, Accenture needs to have, collect, process,
disclose and keep (hereinafter the "treatment") data of a personal
nature, which is hereby acknowledged and accepted by the Partner.
18.2 Hence the Partner explicitly authorizes Accenture to:
(a) collect, process and keep his personal data by Accenture,
(b) communicate his personal data held by Accenture to the other
members of Accenture and to the entities of the Group in the world
as well as to third parties, if such communication is necessary for
professional purposes or pursuant to law,
(c) and, more generally, to carry out the "treatment" of the data with
due observance of the legal provisions in force (Loi Informatique
et Libertes (law concerning data processing and freedom) no. 78-17
of 6 January 1978).
18.3 The Partner benefits from a right of access to and correction of the
said data. To exercise the said right, the Partner shall contact the
Human Resources department.
18.4 If the Partner provides or has provided Accenture with personal
information concerning third parties, such as his spouse and his
children, the Partner represents that he has duly informed the said
persons in advance and obtained their approval to collection,
processing, communication and preservation of their personal
information by Accenture and the Group entities.
18.5 The Partner undertakes, in particular, to collect, process, communicate
and maintain any personal data to which he will have had access during
the term of this employment contract in accordance with the legal
provisions in force and the procedures applicable within Accenture.
18.6 The Partner also undertakes to use such personal data only in
connection with his duties and within the limits necessary for their
performance.
ARTICLE 19 - USE OF PHOTOGRAPH
19.1 The Partner authorizes Accenture to use, reproduce and disclose his
photograph, freely provided at the time of joining Accenture, to other
members of Accenture and the Group entities. Such uses, reproduction
and disclosure may only be strictly made for internal and external
professional purposes, and more particularly as part of the activities
organized by Accenture, particularly in connection with meetings or
presentations of projects in which the Partner is taking part.
19.2 Said uses, reproduction and disclosure may be made on any material,
particularly paper, "Lotus Notes" data base, diaporamas, screen,
picture books, "newsletters", and
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if appropriate after scanning or digitization of the said photograph,
and by any other means.
19.3 The Partner understands that he may, at any time, request cessation of
such uses, reproduction and disclosure, and may request that the
photograph delivered by him at the time of joining Accenture be
returned to him. In any event, such uses, reproduction, and disclosure
shall cease as of right at the time of his departure from Accenture,
whatever the reason therefor.
Paris, 23 May 2001
The Partner Benoit Genuini
Handwritten statement President
"lu et approuve" (read and approved) ACCENTURE
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