EXHIBIT 4.7
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is made as of this
21st day of December 2001, among Microsoft Corporation, a Washington corporation
("Microsoft"), Microsoft AVN Holdings, Inc., a [Washington] Corporation
("Holdings") and Accenture Ltd, an exempted company limited by shares registered
in Bermuda ("Accenture").
WHEREAS, Accenture wishes to purchase and Microsoft and Holdings are
willing to sell 8,271,768 shares of Series A Preferred Stock, par value $.0001
per share (the "Avanade Series A Preferred"), of Avanade, Inc. (the "Company")
for which Holdings is the record and beneficial owner (the "Purchase Shares");
and
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Purchase and Sale.
1.1. Purchase and Sale. Subject to the terms and conditions set
forth in this Agreement, Holdings will sell to Accenture, and Accenture will
purchase from Holdings, at the Closing (as hereinafter defined) the Purchase
Shares, at a per share purchase price of $3.79 per share of Avanade Series A
Preferred for an aggregate purchase price of $31,350,000 (the "Purchase
Price").
1.2. Purchase Price. The Purchase Price will be satisfied by
Accenture issuing to Microsoft a number of Class A common shares, par value
$0.0000225 per share, of Accenture ("Accenture Class A Common") having an
aggregate per share value equal to the Purchase Price. The per share value of
the Accenture Class A Common for purposes of determining the number of shares to
be delivered in satisfaction of the Purchase Price shall be the average of the
closing sales price of Accenture Class A Common on the New York Stock Exchange
Composite Transactions Tape (as reported by The Wall Street Journal, or, if not
reported thereby, as reported by any other authoritative source) on each of the
fifteen consecutive trading days immediately prior to the date of this
Agreement. The Accenture Class A Common delivered to Microsoft hereunder in
satisfaction of the Purchase Price are collectively referred to herein as the
"Accenture Shares".
1.3. Closing. The closing of the sale and purchase of the Purchase
Shares shall take place at 9:00 a.m. (Pacific time) on December 31, 2001 at the
offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 0000 Xxxxxxxx Xxxxxx, Xxxx Xxxx,
Xxxxxxxxxx or at such other date, time and place as Microsoft and Accenture
shall mutually agree, orally or in writing (which time and place are designated
as the "Closing").
1.4. Closing Deliveries.
(a) The Second Amended and Restated Contribution and Stockholders
Agreement among the Company and certain of its stockholders (the "Contribution
Agreement") shall have been executed by each of the parties thereto
simultaneously herewith in the form mutually agreed upon by such parties and
such agreement shall be in full force and effect;
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(b) At or prior to the Closing, Amendment No. 1 to the Alliance
Agreement between Microsoft and Accenture LLP shall have been executed by each
of the parties thereto in the form mutually agreed upon by such parties;
(c) At the Closing, Accenture shall deliver to Microsoft a
certificate or certificates representing the Accenture Shares duly registered in
the name of Microsoft; and
(d) At the Closing, Holdings shall deliver to Accenture certificates
representing the Purchase Shares, duly endorsed in blank for transfer or
accompanied by duly executed blank stock powers, together with such other
instruments as shall reasonably be required by Accenture to transfer to
Accenture (or its designated affiliate) all right, title and interest in and to
the Purchase Shares and in each case in form and content reasonably satisfactory
to Accenture and its counsel.
2. Representations and Warranties of Microsoft. Microsoft and Holdings
hereby jointly and severally represent and warrant to Accenture that as of the
date hereof and as of the Closing:
2.1. Organization. Each of Microsoft and Holdings is duly
incorporated and validly existing under the laws of the State of Washington.
2.2. Authorization. Each of Microsoft and Holdings has all requisite
corporate power and authority to enter into and perform, and has taken all
actions necessary to authorize Microsoft and Holdings to enter into and perform,
all of its respective obligations under each of the Transaction Documents (as
defined below) to which it is a party and to consummate the transactions
contemplated thereby. Each Transaction Document that has been executed by
Microsoft or Holdings is the legal, valid and binding obligation of Microsoft or
Holdings, as the case may be, enforceable against such party in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the rights of
creditors generally and by general principles of equity. The "Transaction
Documents" shall mean this Agreement and each other document or instrument
executed by or on behalf of Microsoft, Holdings, Accenture or the Company in
connection with the transactions contemplated hereby or pursuant hereto.
2.3. Purchased Shares. Holdings owns all of the Purchase Shares,
beneficially and of record, free and clear of any mortgages, pledges, charges,
liens, security interests, claims, rights of first refusal, options,
restrictions, limitations in voting rights, commitments, assessments, or other
encumbrances of any kind (collectively, "Liens") (other than any Liens arising
pursuant to this Agreement, the certificate of incorporation of the Company or
the Contribution Agreement. Upon satisfaction of the Purchase Price as herein
provided, Accenture will acquire good title thereto, free and clear of any Lien
(other than any Lien arising pursuant to this Agreement or the Contribution
Agreement or created by Accenture). Neither Microsoft nor Holdings is a party to
any voting trusts or other agreements, understandings, restrictions or
commitments of any kind with respect to the ownership, voting or transfer of the
Purchase Shares, other than the Contribution Agreement or as may be imposed
under federal or state securities laws.
2.4. Consents; Nonviolation. The execution and delivery of this
Agreement and the consummation by Microsoft and Holdings of the transactions
contemplated hereby
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(including, without limitation, the offer, sale and delivery by Holdings of the
Purchase Shares) do not and will not (a) require the consent, license, permit,
waiver, approval, authorization or other action of, by or with respect to, or
registration, declaration or filing with any court or governmental authority,
department, commission, board, bureau, agency or instrumentality, domestic or
foreign ("Governmental Authority") or any other person, domestic or foreign, (b)
violate or conflict with the provisions of the articles of incorporation or
bylaws of Microsoft or (c) constitute a default (with or without notice or lapse
of time, or both) under, violate or conflict with, or give rise to a right of
termination, cancellation or acceleration or to loss of a material benefit under
any: statute, law, ordinance, rule, regulation or policy of any federal, state
or local Governmental Authority ("Law"); material contract; permit, license,
consent, order, certificate, registration, authorization or approval for, or
agreement with, any Governmental Authority ("Permit"); or order, judgment, writ,
injunction, decree, ruling or decision ("Order"); to which Microsoft or Holdings
is a party or by which Microsoft or Holdings or their respective properties are
bound or by which the Purchase Shares are bound.
2.5. Investment. Microsoft acknowledges that this Agreement is being
entered into by Accenture in reliance upon Microsoft's representation to
Accenture, which by Microsoft's execution of this Agreement Microsoft hereby
confirms, that the Accenture Shares to be acquired by Microsoft hereunder will
be acquired for investment for Microsoft's own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and that Microsoft has no present intention of selling, granting any
participation in, or otherwise distributing the same. By executing this
Agreement, Microsoft further represents that Microsoft does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to such person or to any third person, with
respect to any of the Accenture Shares. Microsoft understands that the Accenture
Shares to be acquired by Microsoft hereunder are not registered under the
Securities Act of 1933, as amended (the "Securities Act") on the ground that the
transfer provided for in this Agreement and the issuance of securities hereunder
is exempt from registration under the Securities Act, and that Accenture's
reliance on such exemption is predicated on Microsoft's representations set
forth herein.
2.6. Receipt of Information. Microsoft has received all the
information Microsoft considers necessary or appropriate for deciding whether to
acquire the Accenture Shares. Microsoft has had an opportunity to ask questions
and receive answers from Accenture regarding the terms and conditions of the
Accenture Class A Common and the assets, business, properties and financial
condition of Accenture and to obtain additional information (to the extent
Accenture possessed such information) necessary to verify the accuracy of any
information furnished to Microsoft or to which Microsoft had access.
2.7. Accredited Investor; Investment Experience. Microsoft is an
accredited investor within the definition of Regulation D of the Securities Act.
Microsoft is experienced in evaluating and investing in private placement
transactions of securities of companies and acknowledges that Microsoft is able
to fend for itself, can bear the economic risk of Microsoft's investment, and
has such knowledge and experience in financial and business matters that
Microsoft is capable of evaluating the merits and risks of the investment in the
Accenture Shares and can afford a complete loss of its investment.
2.8. Restricted Securities. Microsoft understands that the Accenture
Shares may not be sold, transferred, or otherwise disposed of without
registration under the Securities
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Act or an exemption therefrom, and that in the absence of an effective
registration statement covering the Accenture Shares or an available exemption
from registration under the Securities Act, the Accenture Shares must be held
indefinitely. In particular, Microsoft is aware that the Accenture Shares may
not be sold pursuant to Rule 144 promulgated under the Securities Act unless all
of the conditions of that Rule are met. Microsoft shall not sell, transfer or
otherwise dispose of any Accenture Shares except in a manner fully consistent
with its representations contained in this Section 2 and otherwise in full
compliance with the terms and conditions of this Agreement, including without
limitation Section 4 hereof, and the provisions of applicable law. Microsoft
understands that Accenture is under no obligation to register any of the
Accenture Shares.
2.9. No Brokers or Finders. Neither Microsoft, Holdings nor any of
their respective affiliates that they control has entered or will enter into any
agreement pursuant to which Accenture will be liable, as a result of the
transactions contemplated by this Agreement, for any claim of any person for any
commission, fee or other compensation as finder or broker.
2.10. Legends.
(a) Each certificate or other document evidencing any of the
Accenture Shares shall be endorsed with the legends set forth below:
(i) The following legend under the Securities Act:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED."
(ii) The following legend pursuant to this Agreement
"THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK PURCHASE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE
SHARES. THE ISSUER WILL MAIL A COPY OF THE PURCHASE AGREEMENT
TO THE HOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF
A WRITTEN REQUEST THEREFOR. SUCH TRANSFER RESTRICTIONS ARE
BINDING ON TRANSFEREES OF THESE SHARES."
(iii) Any other legend imposed or required by Accenture's
regulations or applicable state securities or corporations Laws.
(b) Accenture shall be obligated to reissue promptly unlegended
certificates at the request of any holder thereof if the holder shall have
obtained an opinion of counsel (which
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counsel may be counsel to Accenture) reasonably acceptable to Accenture to the
effect that the securities proposed to be disposed of may lawfully be so
disposed of without registration or qualification of legend.
(c) Any legend endorsed on an instrument pursuant to applicable
state securities Laws and the stop-transfer instructions with respect to such
securities shall be removed upon receipt by Accenture of an order of the
appropriate blue sky authority authorizing such removal.
3. Representations and Warranties of Accenture. Accenture hereby
represents and warrants to Microsoft that as of the date hereof and as of the
Closing:
3.1. Organization and Authorization. Accenture has been duly
continued into Bermuda as an exempted company and is validly existing and in
good standing under the laws of Bermuda. Accenture has all requisite corporate
power and authority to enter into and perform, and has taken all actions
necessary to authorize Accenture to enter into and perform, all of its
obligations under each of the Transaction Documents to which it is a party and
to consummate the transactions contemplated thereby. Each Transaction Document
that has been executed by Accenture as of the date hereof is the legal, valid
and binding obligation of Accenture, enforceable against Accenture in accordance
with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the rights of
creditors generally and by general principles of equity.
3.2. Accenture Shares. The Accenture Shares, upon issuance to
Microsoft in accordance with the terms hereof for the consideration expressed
herein, will be duly authorized, validly issued and fully paid, free and clear
of all Liens (other than any arising pursuant to this Agreement or the Bye-laws
of Accenture, under federal or state securities laws, or created by Microsoft).
Upon delivery of the Purchase Shares and the payment pursuant to Section 1.4(b)
as herein provided, Microsoft will acquire good title to the Accenture Shares,
free and clear of any Lien (other than any Lien arising pursuant to this
Agreement or Bye-laws of Accenture, under federal, state or other applicable
securities laws, or created by Microsoft).
3.3. SEC Documents. Accenture has filed all required reports,
schedules, forms, statements and other documents required to be filed by
Accenture with the Securities and Exchange Commission (the "SEC") since July 20,
2001 (the "SEC Documents"). As of their respective dates, the SEC Documents
complied in all material respects with requirements of the Securities Act or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case
may be and the rules and regulations of the SEC promulgated thereunder
applicable to such SEC Documents, and none of the SEC Documents contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. The
financial statements of Accenture included in Accenture's prospectus filed
pursuant to Rule 424(b) of the Securities Act on July 20, 2001 comply as to form
in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with U.S. generally accepted accounting principles
("GAAP") applied on a consistent basis during the periods involved (except as
may be indicated in the notes thereto or as described in writing to Microsoft
prior to the date hereof) and fairly present the consolidated financial position
of Accenture and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations
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and cashflows for the periods then ending in accordance with GAAP (subject, in
the case of the unaudited statements, to normal year end audit adjustments).
Except as set forth in the Filed SEC Documents (as defined below), as of the
date hereof, neither Accenture nor any of its subsidiaries has any material
liabilities or obligations of any nature (whether accrued, absolute, contingent
or otherwise) required by GAAP to be set forth on a consolidated balance sheet
of Accenture and its consolidated subsidiaries or in the notes thereto and which
can reasonably be expected to have a material adverse effect on Accenture and
its subsidiaries taken as a whole.
3.4. Absence of Certain Changes or Events. Except as disclosed in
the SEC Documents filed and publicly available (either on the XXXXX system or by
delivery to Microsoft) prior to the date of this Agreement (the "Filed SEC
Documents"), since the date of the most recent audited financial statements
included in the Filed SEC Documents, there has not been (i) any declaration,
setting aside or payment of any dividend or distribution (whether in cash, stock
or property) with respect to any of Accenture's shares, (ii) any sub-division,
consolidation or reclassification of any of its shares or any issuance or the
authorization of any issuance of any other securities in respect of, in lieu of
or in substitution for its shares, (iii) any damage, destruction or loss of
property, whether or not covered by insurance, that has or is likely to have a
material adverse effect on Accenture and its subsidiaries taken as a whole, or
(iv) any change in accounting methods, principles or practices by Accenture
materially affecting its assets, liabilities, or business, except insofar as may
have been required by a change in GAAP.
3.5. Consents; Nonviolation. The execution and delivery of this
Agreement and the consummation by Accenture of the transactions contemplated
hereby (including, without limitation, the delivery by Accenture of the
Accenture Shares) do not and will not (a) require the consent, license, permit,
waiver, approval, authorization or other action of, by or with respect to, or
registration, declaration or filing with any Governmental Authority or any other
person, domestic or foreign (except for the permission of The Bermuda Monetary
Authority, which has been obtained), (b) violate or conflict with the provisions
of the Memorandum of Continuation or Bye-laws of Accenture or (c) constitute a
default (with or without notice or lapse of time, or both) under, violate or
conflict with, or give rise to a right of termination, cancellation or
acceleration or to loss of a material benefit under any Law, Permit or Order to
which Accenture is a party or by which Accenture or its properties are bound or
by which the Accenture Shares are bound.
3.6. Investment. This Agreement is being entered into by Accenture
in reliance upon Accenture's representation to Microsoft, which by Accenture's
execution of this Agreement Accenture hereby confirms, that the Purchase Shares
to be acquired by Accenture hereunder will be acquired for investment for
Accenture's own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that Accenture has no present
intention of selling, granting any participation in, or otherwise distributing
the same other than to a majority-owned subsidiary thereof. By executing this
Agreement, Accenture further represents that Accenture does not have any
contract, undertaking, agreement or arrangement with any person other than to a
majority-owned subsidiary thereof to sell, transfer or grant participations to
such person or to any third person, with respect to any of the Purchase Shares.
Accenture understands that the Purchase Shares to be acquired by Accenture
hereunder are not registered under the Securities Act.
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3.7. Receipt of Information. Accenture has received all the
information Accenture considers necessary or appropriate for deciding whether to
acquire the Purchase Shares.
3.8. Accredited Investor; Investment Experience. Accenture is an
accredited investor within the definition of Regulation D of the Securities Act.
Accenture is experienced in evaluating and investing in private placement
transactions of securities of companies and acknowledges that Accenture is able
to fend for itself, can bear the economic risk of Accenture's investment, and
has such knowledge and experience in financial and business matters that
Accenture is capable of evaluating the merits and risks of the investment in the
Purchase Shares and can afford a complete loss of its investment. Accenture has
not been organized for the purpose of acquiring the Purchase Shares.
3.9. Restricted Securities. Accenture understands that the Purchase
Shares may not be sold, transferred, or otherwise disposed of without
registration under the Securities Act or an exemption therefrom, and that in the
absence of an effective registration statement covering the Purchase Shares or
an available exemption from registration under the Securities Act, the Purchase
Shares must be held indefinitely. In particular, Accenture is aware that the
Purchase Shares may not be sold pursuant to Rule 144 promulgated under the
Securities Act unless all of the conditions of that Rule are met.
3.10. No Brokers or Finders. Neither Accenture nor any of its
affiliates that it controls has entered or will enter into any agreement
pursuant to which Microsoft will be liable, as a result of the transactions
contemplated by this Agreement, for any claim of any person for any commission,
fee or other compensation as finder or broker.
4. Agreement Relating to Transfer of Accenture Shares. (a) Without in any
way limiting the representations set forth in Section 2 above, Microsoft agrees
that prior to the five year anniversary of the date of this Agreement it will
not, directly or indirectly (including, without limitation, pursuant to any
short sale or other hedge arrangement), sell, transfer, pledge or otherwise
hypothecate or dispose of all or any portion of Microsoft's legal or beneficial
interest in the Accenture Shares. Any sale by Microsoft after such five-year
period will be made in compliance with applicable federal and state securities
laws. Notwithstanding the foregoing, Microsoft may enter into bona fide
transactions that constitute a hedge against changes in the market price of the
Accenture Shares; provided that (i) Microsoft maintains record ownership of the
Accenture Shares and beneficial ownership of the Accenture Shares for purposes
of Section 13(d) of the Exchange Act and the rules promulgated thereunder and
(ii) any such transaction must be effected in compliance with the Exchange Act
and the Securities Act and (iii) for as long as Xxxxxx Xxxxxxx is a director of
Accenture, Xx. Xxxxxxx will not have or share investment control over the
Accenture Shares or any such transactions. Accenture has provided Microsoft a
correct and complete copy of the written policies of Accenture referred to in
the preceding sentence and agrees to promptly notify Microsoft of any changes in
such policies. The restrictions described in this Section 4 shall terminate in
the event of a Change of Control of Accenture. For purposes of this Section 4,
"Change of Control" shall mean (i) any person or group shall acquire beneficial
ownership of shares representing a majority of the outstanding votes entitled to
be cast for the election of directors of Accenture (other than any existing
affiliate of Accenture or any new holding company in which the shareholders of
Accenture immediately prior to the formation of such holding company hold a
majority of the voting power
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of that holding company immediately after its formation); (ii) a sale, lease or
other transfer of all or substantially all of the assets of Accenture and its
subsidiaries on a consolidated basis to a person or entity other than an
affiliate of Accenture; or (iii) any merger or consolidation of Accenture with
or into any other corporation or corporations in which the shareholders of
Accenture immediately prior to such transaction are not holders of a majority of
the voting power of the surviving corporation or acquiring corporation
immediately thereafter.
(b) Microsoft acknowledges that it is aware that the United States
securities laws prohibit any person from purchasing or selling securities of
Accenture while in possession of material non-public information concerning
Accenture that such person received from Accenture.
5. Miscellaneous.
5.1. Expenses. Each party shall bear all of its own expenses
(including without limitation all counsel's fees and accountant's fees) incurred
by such party in connection with the transactions contemplated by this
Agreement.
5.2. Survival. All representations, warranties, covenants and
agreements contained in or made pursuant to this Agreement or contained in any
certificate delivered pursuant to this Agreement, shall remain operative and in
full force and effect, regardless of any investigation made by or on behalf of
any party hereto, and shall survive the consummation of the transactions
contemplated hereby.
5.3. Assignment; No Third-Party Beneficiaries. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns, except that neither this Agreement
nor any rights or obligations hereunder shall be assigned or delegated by either
party hereto other than to a majority owned subsidiary without the prior written
consent of the other. This Agreement is not intended to confer upon any person
or entity other than the parties hereto and their permitted assigns any rights
or remedies.
5.4. Amendment; Waiver. This Agreement may be amended only by a
written instrument signed by each of the parties hereto. No provision of this
Agreement may be extended or waived orally, but only by a written instrument
signed by the party against whom enforcement of such extension or waiver is
sought.
5.5. APPLICABLE LAW. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN
THE INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT,
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAW.
5.6. Notices. All notices and other communications provided for
herein shall be dated and in writing and shall be deemed to have been duly given
on the date of delivery, if delivered personally or by overnight courier, or
five days after mailing, if sent by registered or certified mail (return receipt
requested, postage prepaid), to the party to whom it is directed at the
following address (or at such other address as any party hereto shall hereafter
specify by notice in writing to the other parties hereto):
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If to Microsoft, to it at the following address:
Xxx Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxx, Chief Financial Officer
Facsimile: Number Redacted
with a copy to:
Xxx Xxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxxxx, Deputy General Counsel, Finance and
Operations
Facsimile: Number Redacted
and an additional copy to:
Xxxxxxx Xxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxxxxxx X. Xxxxxxxxxx
Facsimile: Number Redacted
If to Accenture, to it at the following address:
Accenture Ltd.
41 Cedar Xxxx
X.X. Xxx XX0000
Xxxxxxxx, Xxxxxxx XX00
Xxxxxxxxx: Xxxxxx Xxxxxxx
Facsimile: _______________
with a copy to:
c/o Accenture LLP
0000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Facsimile: Number Redacted
5.7. Integration. This Agreement and the documents referred to
herein or delivered pursuant hereto contain the entire understanding of the
parties with respect to their subject matter and supersede all prior agreements
and understandings between the parties with respect to their subject matter.
5.8. Severability. Each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited or invalid under
applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder
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of this Agreement. The parties agree to negotiate in good faith to replace any
provision so prohibited or invalidated with another provision having the same
effect (economically and otherwise) to the extent permitted under applicable
law.
5.9. Headings. The section and other headings contained in this
Agreement are for convenience of reference only and shall not affect the meaning
or interpretation of this Agreement.
5.10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
MICROSOFT CORPORATION
By:_______________________________________
Name:
Title:
ACCENTURE LTD
By:_______________________________________
Name:
Title:
MICROSOFT AVN HOLDINGS, INC.
By:_______________________________________
Name:
Title:
