ACCENTURE LTD
FORM OF EMPLOYMENT AGREEMENT OF MASAKATSU MORI
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>dex105.txt
<DESCRIPTION>FORM OF EMPLOYMENT AGREEMENT OF MASAKATSU MORI
<TEXT>
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                                                                    Exhibit 10.5

The following Exhibit No. 10.5 constitutes a fair and accurate English
translation of the original copy of this document.


                                  /s/ Douglas G. Scrivner
                                  ---------------------------------
                                  Douglas G. Scrivner
                                  General Counsel and Secretary of Accenture Ltd


                             DIRECTORSHIP AGREEMENT

THIS AGREEMENT is made the 1st day of June, 2001, between Accenture
Corporation whose registered office is at 7-1-16 Akasaka, Minato-ku, Tokyo 107
("the Company") and ____________________________ of ___________________________
___________________________________________________________ ("the Director").

                                WITNESSETH THAT:

WHEREAS, the Company, a wholly-owned subsidiary of Accenture BV (the
"Shareholder"), wishes to employ Director to perform services on its behalf,

WHERAS, the Director is willing and able to perform such services on behalf of
the Company, and

NOW, THEREFORE, the parties hereto agree as follows:

Term and Termination

1.   The term of service pursuant to this Agreement shall commence on the later
     of (i) the day upon which Director is appointed director of the Company by
     resolution of the Shareholder or (ii) the day upon which this Agreement is
     executed by the parties, and shall terminate upon the Director's
     resignation or removal from his position as director of the Company or upon
     expiration of his term of office as director of the Company as set forth in
     the Company's Articles of Incorporation ("Articles"); provided that, if the
     Director is reappointed to a further term or terms of office as director of
     the Company, this contract shall be automatically extended and shall
     terminate upon the Director's resignation or removal from his position as
     director of the Company or upon expiration of such further term or terms of
     office as director of the Company.


2.   Except as otherwise provided herein, this Agreement shall continue until
     the Company terminates it by giving to the Director not less than four (4)
     months prior notice, or until the Director terminates it by giving to the
     Company not less than one (1) month prior notice. Notice may be given at
     anytime with reasonable cause. The Company reserves the right to remove the
     Director from office without prior notice by paying salary in lieu notice.
     In connection with Directors resignation or removal pursuant to this clause
     2, the Company and Director agree to comply with all applicable procedures
     and requirements under the Japanese Commercial Code ("JCC"). based on any
     of causes set forth in the clause 1.

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Duties

3.   The Director shall serve the Company in the role of director (and
     representative director as the case may be) and shall at all times comply
     with the lawful and reasonable directions of the Board.

4.   The Director shall (a) devote his full time and attention to the business
     and affairs of the Company for whom he is required to perform duties; and
     (b) shall not without the prior written consent of the Board directly or
     indirectly carry on or be engaged concerned or interested in any other
     business trade or occupation.

5.   The Director's normal place of work shall be the Company's offices or such
     other place of business as the Company may reasonably determine from time
     to time]. As a consequence of project assignments, the Director may be
     required and hereby agrees to perform duties at premises of clients of the
     Company when so reasonably requested or directed.

6.   The Director shall comply with all laws, 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 the status of the Director or which the Company
     shall reasonably determine are necessary for the proper functioning of its
     business. The Director shall also comply with all Accenture policies which
     are applicable from time to time and as amended from time to time.

7.   The Director hereby acknowledges that, in the event the Director gives or
     receives notice to resign if required by the Company to protect the
     business and commercial interests of the Company, the Company may require
     the Director to remain away for a period not exceeding the period of notice
     from the premises of the Company or any client, provided always that during
     any such period the Company shall continue to pay salary and provide all
     benefits referred to in clause 8 of this Agreement and the Director hereby
     agrees (a) that the Company shall be under no obligation to provide the
     Director with any work to perform or duties to discharge during such
     period; and (b) that all the Director's obligations under this Agreement,
     except for his obligation under clause 4.(a) remain in full force and
     effect during such period.

Remuneration and benefits

8.   The Company shall pay the Director during the term of this Agreement annual
     base salary and other forms of compensation and benefits in the amounts and
     form determined by the resolution of the Shareholder (and if applicable,
     the Board) from time to time at its sole discretion. Pursuant to the
     resolution of the Shareholder (and if applicable the Board), the Company
     may revise Director's annual base salary taking into consideration the
     Director's performance and ability.

9.   Pursuant to the resolution of the Shareholder (and if applicable the
     Board), the Company may pay the Director during the term of this Agreement
     a bonus at its absolute discretion at such times and of such amounts as it
     may decide from time to time if at all.

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10.  The Director will be eligible to enroll in retirement benefit programs that
     Shareholder may provide at its sole discretion at such times and in such
     amounts it may decide from time to time pursuant to Shareholder resolution.

Insurance

11.  The Company shall provide the Director during the term of this Agreement
     with social insurance as required by law.

Holiday Entitlement

12.  The Director is entitled to paid vacation amounting to twenty (20) working
     days during the calendar year beginning 1 September each year (the "Year").
     This entitlement accrues at the rate of 1.67 days for each complete
     calendar month of service. If at the conclusion of the Year, the Director's
     accrued entitlement to paid vacation exceeds 40 days, then that entitlement
     to paid vacation in excess of 40 days (which may be carried forward) shall
     be forfeited and no payment shall be due in respect of that forfeiture.
     Notwithstanding the foregoing, any unused vacation that the Director has
     accrued as of May 31, 2001 (as a partner of Accenture, a Japan
     partnership), and hereafter accrues through August 31, 2001 (FY 2001),
     shall be handled in accordance with the current existing partner vacation
     policy. For the avoidance of doubt, this means that the Director can carry
     up to 320 hours of unused vacation on June 1, 2001, and carry up to 160
     hours of unused FY 2001 vacation into FY 2002 on September 1, 2001. Any
     unused FY 2001 vacation will expire on August 31, 2002. If the Director
     leaves the Company, the Director shall not receive any compensation for any
     unused vacation. In addition, Director shall not receive any compensation
     for any unused FY 2001 vacation that expires on August 31, 2002.

13.  Upon the termination of this Agreement, the Director will receive payment
     in respect of any paid vacation entitlement which has accrued but which has
     not been taken. In the event that the Director has taken paid vacation in
     excess of accrued entitlement, then the appropriate deduction will be made
     from Remuneration or from other sums due to the Director.

14.  The Director is entitled to take national holidays stipulated and in force
     in the National Holidays Law and other holidays as designated by the
     Company without deduction from Remuneration. The Director may on exception
     be required to work on a national or other holiday. Reasonable notice of
     this requirement will be given.

15.  The Director is required to give prior notice in writing of the intention
     to take paid vacation. Written notice should be given to the Director's
     immediate supervisor.

16.  For the avoidance of doubt, details relating to the accrual of paid
     vacations shall be covered in the Work Rules.

                                      -3-

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Sickness

17.  In the event that the Director is unable to carry out his duties by reason
     of sickness or injury he shall be entitled to sick pay in accordance with
     the relevant Company policy and insurance, if applicable.

Expenses

18.  Subject always to the Company's policies, the Director will be reimbursed
     for all reasonable out-of-pocket expenses incurred as a result of, and in
     the course of, this service and is provided with an expense account for
     this purpose. The Company reserves the right to correct an adverse expense
     account balance by making the necessary deductions from any amounts due to
     the Director from the Company.

Company Property and Confidentiality

19.  The Director 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 (as defined in paragraph 42
     below) 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 Director may receive or
     become aware of as a result of being director. This obligation of
     confidentiality will continue to apply without limit of time after the
     termination (for whatever reason) of this Agreement. Further, the Director
     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

20.  Any proprietary rights whatsoever, including without limitation, patents,
     copyright, utility rights and design rights in the results of, the
     development and the application of all work produced by the Director during
     or in consequence of his services, 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 Director conceives, discovers or creates during or in
     consequence of his services on behalf of the Company shall belong to the
     Company absolutely. The Director agrees, at the Company's expense, to
     provide, during and after the term of this Agreement, all such assistances
     as the Company reasonably considers necessary, to secure the vesting of
     such rights in the Company or its nominees. Further, the Director 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 20 are without prejudice to Article 35 of Patent Law and
     Article 15 of Copyright Law.

Data Protection

21.  The Director acknowledges that he/she has read the current Accenture Data
     Privacy Policy applicable to the Director. The Director consents to the
     processing of personal data relating to the Director in accordance with the
     Policy.

                                      -4-

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22.  In particular, the Director consents to:

     22.1 the processing of sensitive personal data about him or her to the
          limited extent, and for the purposes described in the Policy; and

     22.2 the transfer worldwide of personal data held about him or her by
          Accenture to other Directors 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.

23.  The references to information "about him or her" include references to
     information about third parties such as a spouse and children (if any)
     which are provided to Accenture by the Director 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.

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

Standards of Conduct and Behaviour

25.  The Director is required to comply with all the Company's current Accenture
     policies relating to conduct and behavior which are applicable to him/her
     from time to time and as amended and from time to time.

26.  The Director is not authorised to enter into any contract or similar
     commitment or sign any document in the name of or on behalf of the Company
     and is excluded from doing so unless expressly authorised to do so by the
     representative director of the Company. Notwithstanding the foregoing, in
     the event the Director is appointed representative director of the Company,
     the Director shall generally represent the Company in dealings with third
     parties in accordance with guidelines and instructions of the Board and the
     Japanese Commercial Code.

27.  The Director must return to the Company on request and, in any event, on
     termination of his services, 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
     Directors 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 Director's possession or control.

                                      -5-

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28.  The Director hereby agrees that the designation director confers no
     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 Director, unless the Director is appointed representative director of
     the Company.

Working Overseas on behalf of the Company

29.  The Director may be required by Company to perform services outside Japan.
     In such event, the Director shall perform services overseas in accordance
     with the provisions of the Company Inter and Intra Area Assignment Policies
     as applicable to him/her from time to time and as amended from time to
     time.

30.  The Director agrees that, in order to make tax equalisation payments during
     the assignment, the normal Japanese tax withholding may be replaced with
     hypothetical tax withholding and the Director hereby authorises the Company
     to withhold hypothetical tax (as defined in the Tax Equalisation Policy)
     from the Director's salary on a monthly basis.

Termination

31.  The Company may introduce a non-contractual disciplinary procedure, which
     will apply to Director, a copy of which will be made available to the
     Director on request.

32.  The Director's term shall terminate with immediate effect when the Director
     reaches the retirement age established by Accenture Policy as amended from
     time to time.

33.  If the services of the Director 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 Director 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 Director shall have no
     claim against the Company in respect of such termination.

34.  On termination the Director shall:

     (a)  at the request of the Board (as defined in paragraph 42 below)
          immediately resign any directorship or office the Director may hold by
          virtue of the Director's performance hereunder (without prejudice to
          any claims he may have for damages for breach of this Agreement); and

     (b)  immediately repay all outstanding debts and loans due to the Company;
          and

     (c)  The Director must return to the Company on request and, in any event,
          on termination of this Agreement, all documents and tangible items as
          more particularly described in paragraph 27.

                                      -6-

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Post termination undertakings

35.  In paragraph 36, "Restricted Client" means any client of the Company or
     Associated Company or any business in which the Company or Associated
     Company has a shareholding with whom the Director had dealings or recorded
     time to a job number relating to that Client within a period of 2 years
     immediately prior to the termination of this Agreement, and a "Restricted
     Employee" shall mean any senior or professional employee or any employee in
     possession of confidential information relating to the Company or
     Associated Company and in all cases that such employee was employed by the
     Company or Associated Company at the date of cessation of services of the
     Director and was an employee with whom the Director had dealings or
     supervised.

36.  The Director hereby agrees that for a period of 2 years following the
     termination of his services the Director shall not in the last city or town
     and its adjacent cities or towns where the Director worked immediately
     prior to the termination;

     36.1 In competition with the Company or Associated Company render services
          which are the same or similar to those services offered by the Company
          or Associated Company of a kind performed by the Director during the
          12 months immediately prior to the termination of this Agreement to
          any Restricted Client except where the Director offers such services
          under a contract of service as a director or employee of the
          Restricted Client;

     36.2 Solicit the business of, or endeavour to solicit the business of, any
          Restricted Client in competition with the business or services offered
          by the Company or Associated Company;

     36.3 Solicit, entice away, or endeavour to entice away or assist any third
          party to solicit, entice away or endeavour to entice away from the
          Company or Associated Company any Restricted Employee.

37.  The periods during which paragraphs 36.1, 36.2 and 36.3 are expressed to
     operate shall each be reduced by such period as the Director 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
     paragraph 7.

38.  The undertakings contained in paragraphs 36.1, 36.2 and 36.3 are intended
     to be separate and severable and enforceable as such.

Miscellaneous

39.  The Director warrants that he has lawful authority to perform services in
     Japan and that by entering into this Agreement he is not and will not be in
     breach of any express or implied term of any contract court order or any
     other legal obligation.

40.  The Company shall be entitled at any time during the term of this Agreement
     to set off and/or make deductions from the Director's salary or other sums
     due to him monies due to the Company or any Associated Company in respect
     of any overpayment debt or other monies due from him.

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Variation of Contract

41.  The Company reserves the right on giving reasonable notice to and obtaining
     the consent of the Director to vary the terms of this Agreement.

Definitions and interpretation

42.  In this Agreement unless the context otherwise requires:

     "Associated Company" means Accenture Limited, a company incorporated in
     Bermuda, Accenture SCA, a company incorporated in Luxembourg, and their
     Subsidiaries. "Subsidiaries" means, in relation to an Entity, any other
     Entity: (a) in which the first Entity owns or controls 80% or more of the
     voting rights (being the rights conferred upon shareholders in respect of
     their shares; or, in the case of an Entity not having a share capital, on
     members, to vote at general meetings of that entity on all, or
     substantially all, matters); or (b) in which the first Entity has the right
     under the constitution of that Entity or by reason of the operation of an
     agreement among the members of that Entity to direct the overall policy of
     that undertaking or to alter the terms of its constitution. "Entity" means
     any body corporate or partnership or unincorporated association carrying on
     any trade, business or other activity, with or without a view to profit.
     Associated Company shall not extend to cover any Entity of which the
     Director does not carry out material duties in the period of 12 months
     prior to the termination of the services;

     "Board" means the Board of Directors 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
     Director.

43.  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

44.  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 services of the Director
     and all such agreements arrangements and understandings shall be deemed to
     have been terminated by mutual consent. Any dispute arising out of the
     Director's services with the Company (or the termination thereof) other
     than a dispute in relation to the Article 268(1) of the JCC and the
     provisions of clause 35, 36, 37 or 38 shall be referred to and finally
     resolved by confidential arbitration under the Rules of Arbitration of the
     Japan Commercial Arbitration Association. The arbitral tribunal shall
     consist of three arbitrators, one of whom shall be nominated by the
     Director and another of whom shall be nominated by the Company. The third
     shall be the Chairman who shall

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     be jointly nominated jointly by the Director 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 Tokyo, Japan.
     Judgement on any award may be entered in any court of competent
     jurisdiction.

45.  This Agreement is governed by and shall be construed in accordance with
     Japanese law.



SIGNED on behalf of the Company by

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SIGNED by the Director

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