

© 2025 Accenture. All rights reserved.
1
STANDARD BUSINESS TERMS
1
SERVICES
Accenture will provide the Services and Deliverables to Client as
specified in this Contract, under the following terms and conditions.
2
WARRANTIES
Accenture warrants that its Services will be performed in a good and
workmanlike manner, in accordance with this Contract, and that
Deliverables will materially comply with their applicable specifications.
Accenture will re-perform any work not materially in compliance with this
warranty which is brought to its attention within 30 days after that the
work has been performed. In addition, each Party warrants that upon its
execution, this Contract will not materially violate any term or condition
of any agreement that such Party has with any third-party and that the
officers executing this Contract are authorized to bind such Party to the
terms and conditions hereof. The preceding are the only warranties and
over-ride all other warranties, conditions and representations, express
or implied, including fitness for purpose, merchantability, non-
infringement.
3
ACCEPTANCE
Deliverables will be deemed accepted if not rejected by Client by
providing written notice within 10 business days after delivery
specifically identifying the manner in which the Deliverables fail to
materially comply with their applicable specifications.
4
PAYMENT AND TAXES
Unless a different invoicing or payment structure has been agreed in this
Contract, Accenture will, at the beginning of each month, invoice Client
(including a reasonable breakdown of detail) for the fees for that month,
plus any applicable out-of-pocket expenses and applicable taxes; any
necessary adjustments to the actual fees or billable expenses (which will
be billed at actuals) incurred will be made in the next month’s invoice.
Client shall make payment in full, without set off or deduction, within 30
days of date of invoice. Accenture shall be entitled to charge interest on
invoices which remain unpaid for more than 30 days, at a rate of 1% per
month or the highest rate allowed by law, whichever is less. Accenture’s
fees do not include applicable taxes. Client will be responsible for the
payment of all taxes in connection with this Contract including, but not
limited to, sales, use, excise, value-added, business, service, goods and
services, consumption, entity level withholding, and other similar taxes
or duties, including taxes incurred on transactions between and among
Accenture, its Affiliates, and third-party subcontractors. If work for Client
requires that personnel perform Services outside the city, state,
province, or country in which such personnel are based, Client will
reimburse Accenture for increased tax and administrative costs incurred
by Accenture and/or its personnel. Client will reimburse Accenture for
any deficiency relating to taxes that are Client’s responsibility under this
Contract. Except as otherwise provided, each Party will be responsible
for its own income taxes, employment taxes, and property taxes. The
Parties agree to fully cooperate with each other to help enable each
Party to accurately determine and reduce its own tax liability and to
minimize any potential liability to the extent legally permissible and will
provide to the other any tax exemptions or certifications reasonably
requested.
Both parties shall agree that in connection with the Services
they, and the representative providing or receiving the Services shall (i)
not engage in tax evasion or the facilitation of tax evasion and (ii) have
sufficient controls and policies in place to prevent tax evasion or the
facilitation of tax evasion.
5
INTELLECTUAL PROPERTY
5.1
Each Party (or its licensors as applicable) shall retain
ownership of its intellectual property rights, including without
limitation patents, copyright, know-how, trade secrets and
other proprietary rights (“
IP
”) which were existing prior to this
Contract, or IP developed, licensed or acquired by or on
behalf of a Party or its licensors independently from the
Services or the Deliverables, in each case including any
modifications or derivatives which may be created as part of
the Services (collectively “
Pre-Existing IP
”). Client grants to
Accenture (and its subcontractors), during the term of this
Contract, a non-exclusive, fully paid, worldwide, non-
transferable, limited license to use Client’s Pre-Existing IP
(and shall obtain the same license/consent as required from
any third-party), solely for the purpose of providing the
Services and Deliverables. All IP in the Deliverables remain in
and/or are assigned to Accenture.
5.2
Effective upon final payment (including any licence fee
specified in this Contract), Accenture grants to Client, subject
to any restrictions applicable to any third-party materials
embodied in the Deliverables, a perpetual, worldwide, non-
transferable, non-exclusive, irrevocable right and license to
use, copy, modify and prepare derivative works of the
Deliverables for purposes of Client’s and its affiliated
companies’ internal business only. Accenture Pre-Existing IP
embedded in Deliverables may not be used separately.
5.3
Each Party is free to use concepts, techniques and know-how
retained in the unaided memories of those involved in the
performance or receipt of the Services. Accenture is not
precluded from independently developing for itself, or for
others, anything, whether in tangible or non-tangible form,
which is competitive with, or similar to, the Deliverables
provided and to the extent that they do not contain Client
Confidential Information. Certain Accenture assets (e.g.
software, or platforms etc.) and third-party intellectual
property, such as the licensing of third-party assets or third-
party components, may require additional terms of usage,
which will be addressed in this Contract where applicable.
Client agrees, notwithstanding any provision to the contrary,
that Accenture has the right to anonymize/de-identify and
aggregate Client data with other data and leverage
anonymous learnings and insights regarding use of Accenture
products and/or services (the anonymized data, “
Accenture
Insights Data
” or “
AID
”), and that Accenture owns AID and
may use AID for any business purpose during and after the
term of this Contract (e.g., to develop, provide, and improve
Accenture products and services). For the avoidance of
doubt, as an agreed security measure, Client hereby directs
Accenture to anonymize/de-identify any Client data prior to
such data becoming AID.