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1SAP Outsourced Services Agreement – Addendum to Terms and

Conditions for the Provision of Contractor Services to Accenture

1. Defined terms
1.1 Definitions
In this document:
1SAP Outsourced Services Agreement means the document of that name entered into
between BHP Billiton Group Operations Pty Ltd and Accenture Australia Ltd on or about
14 August 2008.
1SAP Program is the program being run by BHP Billiton to update its business
processes.
1SAP Program Charter means the 1SAP Outsourced Services Agreement 1SAP
charter.
Accenture means Accenture Pte Ltd 197501877H
Accenture Developments means any Materials which are developed by Accenture and
which are not Enhancements of Pre-existing Supplier IPR or Supplier Developments.
Accenture Group means:
(a) Accenture and each of its Affiliates;
(b) any body corporate Controlled by Accenture plc; and
(c) any entity in which any of the bodies corporate referred to in paragraph (a) or (b)
has an equity stake of 10% or more.
Accept means to accept Services or Deliverables in accordance with the procedures for
acceptance testing set out in clauses 14 and Error! Reference source not found.5.
Accepting, Accepted and Acceptance have corresponding meanings.
Acceptance Criteria means the requirements specified in the Acceptance Test Plan
which Services or Deliverables must meet in order to be Accepted by BHP Billiton.
Acceptance Test means a test carried out in accordance with the relevant Acceptance
Test Plan to determine whether Services or Deliverables meet the Acceptance Criteria.
Acceptance Test Plan means the document attached to this Agreement (or as
otherwise agreed between the parties), as applicable, setting out:
(a) the overall plan and detailed test procedures for the conduct of Acceptance Tests
in respect of Services and/or Deliverables; and
(b) details of the Acceptance Tests to be conducted on, and the Acceptance Criteria
that must be met by, those Services and/or Deliverables.
Action Plan means a plan prepared by Supplier in accordance with this Agreement to
remedy a deficiency or failure in one or more Services or Deliverables.
Affiliate means any entity, whether incorporated or not, that is controlled by, controls, or
is under common control with such party.
BHP Billiton means BHP Billiton Group Operations Pty Limited or any member of the
BHP Billiton Group, as applicable.
BHP Billiton Competitor means:

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(a) Alcan, Alcoa, Anadarko, Anglo American, Antofagasta, Apache, AWAC,
Centennial, Chalco, Codelco, Coal & Allied, Consolidated Minerals. CVRD,
Devon, Eramet, Fording, Freeport, Grupo, Hess, Kumba, Murphy, Noble, Norilsk,
Peabody, Rio Tinto, Rusal, Talisman, Woodside, Xstrata; and
(b) any other third party that the parties (acting reasonably) agree from time to time
competes directly with BHP Billiton.
BHP Billiton Group means:
(a) BHP Billiton and each of its Affiliates;
(b) any body corporate Controlled by BHP Billiton Limited or BHP Billiton Plc;
(c) any entity in which any of the bodies corporate referred to in paragraph (a) or (b)
has an equity stake of 10% or more; and
(d) any entity with whom any of the bodies corporate referred to in paragraph (a) or
(b) has a services agreement, but only to the extent that any of the body
corporate is required to operate facilities or provide services for the benefit of the
other entity under the terms of that services agreement.
BHP Billiton Group Policies means those policies of the BHP Billiton Group which are
relevant to the Services and include:
(a) the Health, Safety, Environment and Community Management Standards;
(b) the IT Policies, Standards and Guidelines;
(c) the BHP Billiton Charter;
(d) the Fatal Risk Protocols; and
(e) the Guide to Business Conduct,
as notified to Supplier in accordance with clause 5.
BHP Billiton Premises means any premises at which BHP Billiton or a member of the
BHP Billiton Group receives any of the Services.
Business Day when used to determine when:
(a) a notice is received; or
(b) an obligation must be or is fulfilled; or
(c) a right must be or is exercised,
means a day in the place in which that notice is received, obligation must be or is fulfilled
or right must be or is exercised (as the case may be) which is not a Saturday, Sunday or
public holiday in that place.
Business Travel Reimbursable Expense means an expense is approved by Accenture
and BHP Billiton in writing on a case by case basis (an approved travel entry in BHP
Billiton’s Resource Availability Matrix is deemed to be written approval), and that Supplier
incurs in the course of travelling at the request of BHP Billiton and charges directly to
Accenture without adding any margin, mark-up, overhead or administrative charge.
Charges means the charges paid or payable to Supplier by Accenture in accordance
with this Agreement, for the supply of the Services (as amended from time to time in
accordance with this Agreement), but does not include expenses.
Claim means a claim, demand or proceeding arising out of a cause of action in
connection with the operation of this Agreement, including breach of contract, tort
(including negligence) and any other common law, equitable or statutory cause of action.

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Confidential Information means information that:
(a) is by its nature confidential;
(b) is designated by a party as confidential; or
(c) the receiving party knows or ought to know is confidential,
and, in the case of Accenture or BHP Billiton, Confidential Information includes the Data
and any other information related to the business operations of Accenture or BHP Billiton
which Supplier becomes aware of through its provision of the Services or the negotiation
of this Agreement.
Contract Objectives are defined in clause 2.1.
Control means, with regard to any person, either:
(a) the legal, financial or equitable ownership, directly or indirectly (including through
any holding company), of fifty percent (50%) or more of the share capital (or other
ownership interest, if not a corporation) of such person ordinarily having voting
rights; or
(b) effective control of such person,
and Controlled has a corresponding meaning.
Damages means all liabilities, losses, damages and costs and expenses that are
reasonably incurred arising out of a right under this Agreement or a cause of action in
connection with the operation of this Agreement, including breach of contract, tort
(including negligence) and any other common law, equitable or statutory cause of action.
Data means:
(a) data, information and other related materials provided to, or generated by,
Supplier relating to any member of the Accenture Group or BHP Billiton Group or
any of their operations, facilities, customers, Personnel, assets and programs
(including Personal Information) (Raw Data); and
(b) data, information and other related materials, in any format whatever, generated,
stored, processed, retrieved, printed or produced by or on behalf of Supplier
utilising the Raw Data.
DBI Services means design, build or implementation services, work, activities, functions
and responsibilities to be performed or provided by Supplier as described in this
Agreement.
Dedicated Resource means a Resource that is dedicated to, or used solely or
substantially in connection with, the provision of the Services to Accenture, including
those Supplier Personnel who are Key Persons.
Deliverables means the Supplier Deliverables.
Design Requirements means the requirements for the Design and Deliverables, as set
out in this Agreement and the applicable 1SAP Release deployment plan and WRICEF
inventory.
Disengagement means the transfer of responsibility for provision of the Services (or part
of them) from Supplier to Accenture (or a third party designated by Accenture) in
accordance with clause 21.
Enhancement of any Material means a customisation, modification, enhancement or
derivative work of that Material. Enhanced has a corresponding meaning.
Execution Date means the date of execution of this Agreement.

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Force Majeure Event means any:
(a) fire, flood, earthquake or act of God;
(b) riot, civil disorder, rebellion or revolution; or
(c) other cause beyond the reasonable control of the non-performing party,
but in each case only if and to the extent that the non-performing party and its Affiliates
are without fault in causing the event, and the event, or its effect, could not have been
prevented by reasonable precautions including:
(d) invoking any relevant disaster recovery plan or business continuity plan (including
for the continued availability of telecommunications networks or power);
(e) appropriate work load management practices; and
(f) any other prudent back-up or recovery procedures.
Intellectual Property Rights or IPR means all intellectual property rights at any time
recognised by Law, including:
(a) patents, copyright, circuit layout rights, registered designs, trade marks, business
names, Moral Rights and any right to have Confidential Information kept
confidential; and
(b) any application or right to apply for registration of any of the rights referred to in
paragraph (a).
Joint Developments means any Materials which are developed by Accenture and
Supplier in connection with this Agreement and which are not Enhancements of Pre-
existing Supplier IPR, Pre-existing Client IPR, Supplier Developments or Accenture
Developments.
Law means:
(a) the common law and equity;
(b) any statute, regulation, by-law, ordinance or subordinate legislation; or
(c) any licence, permit, authorisation, accreditation, code of practice, code of conduct
or other requirement which is enforceable against Supplier or Accenture (as the
case may be) or which is issued under an instrument referred to in paragraph (b).
Material means any tools, methodologies, processes, libraries, databases, software,
firmware, documentation or other material in whatever form.
Moral Rights means the right of integrity of authorship (that is, not to have a work
subjected to derogatory treatment), the right of attribution of authorship of a work, and
the right not to have authorship of a work falsely attributed, which rights are created by
the Copyright Act 1968 (Cth), and if the works are created, developed or used in any
jurisdiction other than Australia, any similar right capable of protection under the laws of
that jurisdiction.
Out-of-Town Assignment Expense means an expense related to Supplier relocating
from their home location that is either specified in this Agreement, or is approved by
Accenture in wiriting on a case by case basis, and that Supplier incurs in the course of
providing the Services and charges directly to Accenture without adding any margin,
mark-up, overhead or administrative charge.
Personal Information means information or opinion (including information or opinion
forming part of a database), whether true or not, and whether recorded in a material form
or not, about an individual whose identity is apparent or can be reasonably ascertained
from the information or opinion.

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Personnel of a person means:

(a) the officers, employees, contractors and agents of that person or any of its
Affiliates; and
(b) the officers, employees, contractors and agents of the contractors of that person
or any of its Affiliates;
and:
(c) in the case of Supplier, includes all of their Personnel; and
(a) in the case of Accenture excludes Supplier and any of its Personnel.
Pre-existing Client IPR means Materials of any member of the Accenture Group or the
BHP Billiton Group already existing as at the Execution Date, or created independently of
this Agreement, and any and all Enhancements of those Materials.
Pre-existing Supplier IPR means Materials of any member of the Supplier Group
already existing as at the Execution Date, or created independently of this Agreement,
and any and all Enhancements of those Materials.
Regulatory Consents is defined in clause 6.2.
Resources means Personnel, Materials, accommodation, facilities, products, systems
and other resources.
Services means the services required to be supplied by Supplier under this Agreement.
Supplier means the person named in the Contract Details who will provide Services to
Accenture for the1SAP Program.
Supplier Deliverables means the deliverables to be provided or delivered by or on
behalf of Supplier to Accenture under this Agreement.
Supplier Developments means any Materials which are developed by Supplier and
which are not Enhancements of Pre-existing Client IPR or Accenture Developments.
Supplier Group means any entity, whether incorporated or not, which is Controlled by,
or is under the common Control of a Supplier Affiliate.
Supplier Laws is defined in clause 6.1(a).
Supplier System means any software, system, equipment or Supplier Methodology
used by Supplier, or under the control of Supplier and used, in order to provide the
Services.
Termination Notice means a written notice issued under a provision of, or in relation to,
this Agreement which unless specified otherwise for an express right to issue a
termination notice, may be issued in respect of the whole or part of this Agreement.
Third Party Materials means Materials the Intellectual Property rights in which are
owned by a third party and licensed to Accenture.
Time and Materials Rates means Supplier’s time and materials rates as set out in the
Agreement (or as otherwise agreed between the parties).
Wilful Misconduct of a person means:
(a) conduct engaged in deliberately which that person knows (or ought reasonably to
know) is a violation of Law; or
(b) malicious conduct of that person constituting a breach of this Agreement and
committed by that person with the intent to harm:

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(i) (where the conduct is engaged in by Supplier) Accenture or its Personnel
or property; or
(ii) (where the conduct is engaged in by Accenture) Supplier or its Personnel
or property.
WIP means work in progress of Supplier Personnel relating to the Services.

2. Objectives
2.1 Contract Objectives
The BHP Billiton Group’s general objectives for the 1SAP Outsourced Services
Agreement (Contract Objectives) are:
(a) to deliver reduced business and process complexity, reduced business and
process risk and greater efficiencies which are capable of generating cost
savings to BHP Billiton Group businesses;
(b) to implement a multi-source environment in which suppliers work collaboratively
and co-operatively to deliver seamless and efficient services to BHP Billiton;
(c) to implement a globally cohesive and consistent operating environment through
the management of a multi-supplier model by a designated supplier;
(d) to establish a single point of contact, best-in-class service desk;
(e) to successfully implement future projects;
(f) to implement new services and change quickly and easily as both technologies
evolve and business needs change without large barriers to entry into those
services;
(g) to benefit from the delivery of Services in an efficient and cost-effective manner,
so that BHP Billiton will:
(i) achieve optimum value for the Charges;
(ii) receive a market competitive price aligned with relevant cost drivers for the
Services; and
(iii) benefit from a transparent pricing structure;
(h) to benefit from the development, implementation and continuous improvement of
procedures used for the delivery of the Services that will enhance cost
effectiveness, performance and quality and facilitate flexibility in delivery of the
Services.
2.2 Compliance
Supplier must perform the Services in a way that enables BHP Billiton to meet all
Contract Objectives.

3. Supplier’s role and commitment


3.1 Reliance on information and performance of due diligence
Supplier acknowledges that:
(a) Accenture does not guarantee the accuracy of the information provided to
Supplier; and
(b) Supplier must satisfy itself using its own enquiries of the accuracy of any
information provided, or any representation made, by Accenture,
in communications in relation to the 1SAP Program prior to the Execution Date.

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3.2 No exclusivity
Supplier’s appointment to provide the Services to Accenture is non-exclusive.
3.3 Performance
If requested by Accenture, the Supplier must arrange for a copy of the 1SAP Program
Charter to be signed by each Key Person specified who has not already signed it.

4. Services
4.1 Provision of services generally
Supplier must:
(a) provide the Services in a proper, timely and efficient manner using that standard of
care, skill, diligence, prudence and foresight that would reasonably be expected of
an expert and experienced provider of services similar to the Services;
(b) ensure the highest quality of work by its Personnel and in the delivery of the
Services;
(c) ensure that each of the Services are provided in accordance with the Service
Levels (if applicable);
(d) in providing each Service, comply with, and conform to, the procedures, processes
and requirements specified for that Service in this Agreement (or as otherwise
agreed between the parties);
(e) act with all proper diligence and in good faith;
(f) provide the Services in accordance with the reasonable directions provided by
Accenture and/or BHP Billiton from time to time in order to minimise the disruption
to Accenture’s and/or BHP Billiton’s business whilst Supplier is performing those
Services on Accenture and/or BHP Billiton Premises; and
(g) keep Accenture informed of all matters relevant to the 1SAP Program or Supplier’s
role in the 1SAP Program of which Accenture ought reasonably be made aware or
which may affect in any manner whatsoever the way in which Accenture and/or
BHP Billiton manages its affairs and provide such information in relation to the
provision of the Services as may reasonably be required by Accenture/BHP
Billiton.
4.2 Safety
In performing the Services, Supplier must comply with the safety requirements set out in
this Agreement (or as otherwise notified by Accenture).
4.3 Use of Accenture and/or BHP Billiton Premises and facilities
If the Services are to be provided by Supplier on Accenture Group or BHP Billiton Group
premises or if Accenture or BHP Billiton provides Resources:
(a) Supplier acknowledges that:
(i) Accenture does not guarantee that Supplier’s access to Accenture or BHP
Billiton Premises or other Resources will be uninterrupted, and that such
access may be suspended from time to time; and
(ii) such interruption or suspension will be taken into account in determining
whether Supplier has complied with its obligation to achieve the Service
Levels (if any);
(b) Supplier must use Accenture and/or BHP Billiton Premises and other Resources
for the sole purpose of providing the Services; and

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(c) Supplier will be responsible for damage to Accenture and/or BHP Billiton Premises
or Resources caused by Supplier or any of its Personnel or invitees.
4.4 Provision of assistance to third parties
(a) Supplier must provide Accenture with all co-operation and assistance reasonably
required or requested to allow Accenture to perform it’s responsibilities in
connection with this Agreement, the 1SAP Outsourced Services Agreement,
GSAP, the 1SAP System and the 1SAP Program as specified in this Agreement or
as otherwise notified to Supplier (Responsibilities).
(b) Supplier must provide full assistance to allow BHP Billiton’s other suppliers to
provide services to BHP Billiton in conjunction with the Services so as to ensure
that Supplier’s Service obligations are discharged and all Services are carried out
in a coordinated, effective and timely manner, including by providing access to
those other suppliers to Supplier information, Supplier tools, equipment, software
and other facilities as necessary or convenient.
4.5 Failure to meet or maintain compliance
If at any time Supplier does not comply with the requirements of this clause 4.5, Supplier
must:
(a) promptly notify Accenture in writing providing details of the non-compliance; and
(b) if requested to do so by Accenture do one or both of the following:
(i) meet with Accenture to discuss the non-compliance and its impact; and
(ii) prepare and submit an Action Plan to address the non-compliance.

5. Compliance with Accenture and BHP Billiton Group Policies


5.1 Policies
(a) Supplier must, and must ensure that its Personnel, comply with the Accenture
Group and BHP Billiton Group Policies (as amended from time to time), to the
extent that:
(i) such policies are applicable to Supplier in its capacity as a supplier to
Accenture and/or BHP Billiton; and
(ii) copies of such policies (as amended from time to time) have been provided
to, or made reasonably accessible to Supplier.
(b) Supplier agrees that publication on BHP Billiton’s public website, or on a BHP
Billiton intranet site accessible to Supplier, is sufficient notice from BHP Billiton
under clause 5.1(a)(ii).
5.2 Changes to Policies
Supplier must comply with any changes to the Accenture Group or BHP Billiton Group
Policies or any new policies or practices that will form part of the Accenture Group or
BHP Billiton Group Policies.

6. Compliance with Laws and directions


6.1 Laws and directions
(a) Supplier must at all times comply (and must ensure that its Personnel comply)
with all Laws that are from time to time:
(i) generally relevant or applicable to businesses; or
(ii) otherwise applicable to Supplier or other members of the Supplier Group,

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(Supplier Laws).
(b) Where Accenture wishes Supplier to comply with Laws (other than Supplier Laws)
which are from time to time specifically relevant or applicable to the businesses of
the Accenture Group or BHP Billiton Group (for example, the Sarbanes-Oxley Act
of 2002, or in the provision of Services to the BHP Billiton Group) (Client Specific
Laws), Accenture must:
(i) identify those Client Specific Laws to Supplier; and
(ii) provide reasonable directions to Supplier concerning Accenture’s
interpretation of, and method of compliance with, those Client Specific
Laws.
(c) Supplier must:
(i) comply with any directions given under paragraph (b)(ii);
(ii) ensure that it does not perform the Services in a manner that breaches,
and must ensure that the Supplier Deliverables do not breach:
(A) any Supplier Law;
(B) any directions given under paragraph (b)(ii); and
(iii) not (without Accenture’s prior written consent) perform the Services in a
manner which causes Accenture or BHP Billiton to breach any Accenture
Specific Law the subject of directions given under paragraph (b)(ii).
Supplier must ensure that its Personnel comply with the obligations imposed
under this paragraph (c).
6.2 Regulatory Consents
(a) Supplier must obtain and maintain all licences, authorisations, consents, approvals
and permits that are required by Law to be obtained by Supplier to enable:
(i) Accenture and BHP Billiton to receive the full benefit of the Services and
this Agreement; and
(ii) Supplier to provide the Services,
(Regulatory Consents).
(b) Supplier must pay any charges, fees or other amounts payable in order to obtain
and maintain all Regulatory Consents.

7. Personnel issues
7.1 Skills & experience, background checks
(a) Supplier must only use its Personnel who are suitably qualified, skilled and
experienced, and Accenture will not pay any fees or charges (whether as part of
the Charges or otherwise) relating to:
(i) the training of Supplier’s Personnel who lack the requisite qualifications,
skills and experience to enable them to perform their role (other than
Accenture specific training); or
(ii) the training of Supplier’s Personnel in connection with the adoption of or
migration to new technologies or innovations (including any new
technologies and innovations provided by Supplier).
(b) If this Agreement specifies that Supplier Personnel are engaged in roles that
involve security, Supplier must:

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(i) if requested to do so by Accenture, conduct police background checks on
those Personnel in their country of residence and also in the jurisdictions of
the last four assignments they have undertaken (where applicable); and
(ii) not use any of those Personnel to provide the Services if they do not meet
Accenture’s or BHP Billiton’s background requirements, unless otherwise
directed by Accenture.
Supplier will pay for all costs associated with conducting the background checks
required under this paragraph (b).
7.2 Appropriateness of Personnel and tasks
If Accenture notifies Supplier that it or BHP Billiton believes one or more members of
Supplier’s Personnel are performing tasks that are not appropriate for a person with their
qualifications, expertise and experience, then within 14 days after Accenture’s notice,
Supplier must re-allocate tasks in accordance with Accenture’s directions.
7.3 Replacement of Personnel
(a) Accenture may at any time notify Supplier that it or BHP Billiton requires Supplier
to replace any of Supplier’s Personnel, including if Accenture considers it in the
best interests of the 1SAP Program to do so.
(b) If Accenture notifies Supplier in accordance with paragraph (a), the Supplier
must:
(i) replace the Supplier Personnel with another person of suitable ability and
qualifications; and
(ii) ensure that it immediately withdraws any access the person being replaced
may have to Data, systems or Accenture and/or BHP Billiton Premises.
7.4 No employment relationship
Supplier acknowledges and agrees that, by virtue of this Agreement, none of its
Personnel is or will become an employee of Accenture and/or BHP Billiton or any other
member of the Accenture and/or BHP Billiton Group. Supplier will ensure that all of its
Personnel involved in the performance of the Services are paid any remuneration and
comply with its obligations under Laws in connection with their employment or
engagement by Supplier.
7.5 Responsibility
Supplier is responsible for all actions, statements and omissions of its Personnel.

8. Subcontracting
8.1 Further Subcontracting Not Permitted
Supplier is not permitted to further subcontract any of its obligations under this
Agreement.
8.2 BHP Billiton Access to Supplier
Supplier:
(a) must meet with BHP Billiton, as and when reasonably required by BHP Billiton, for
the purposes of discussing the Services being provided by Supplier; and
(b) acknowledges that, if requested by BHP Billiton, Accenture will provide a copy of
this Agreement to BHP Billiton to verify compliance with this Agreement.

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8.3 Replacement/Novation
(a) If Accenture notifies Supplier that BHP Billiton has requested that Accenture
replace Supplier, this Agreement will terminate as of the date set out in that
notice.
(b) Supplier must accept any amendments or variations to the Services and
requirements applicable to that Service, that are agreed between BHP Billiton and
Accenture;
(c) Supplier must consent to a novation of this Agreement:
(i) from Accenture to BHP Billiton (at no additional cost) if:
(A) the 1SAP Outsourced Services Agreement is terminated in whole or
in respect of the part related to Supplier; and
(B) required by BHP Billiton; and
(ii) (if this Agreement relates to delivery of services in more than one country)
that allows for partial novation of this Agreement, so as to facilitate the
novation of rights and obligations from Supplier to more than one
successor entity in more than one country,
and Supplier must grant a power of attorney in favour of Accenture
and/or BHP Billiton on request that allows those parties to execute
such documents necessary to give effect to the novation (or
novations) referred to in this clause.

9. Invoicing & Payment


9.1 Invoicing
Supplier must ensure that each invoice submitted to Accenture:
(a) is addressed to the Accenture Personnel notified to Supplier by Accenture from
time to time;
(b) is issued in accordance with the procedure (including as to the time for submitting
invoices), and contains the information, specified in this Agreement;
(c) for Services that are charged using the Time and Materials Rates, for each
member of Supplier’s Personnel involved in providing those Services, weekly
timesheets signed by the relevant member of Accenture’s Personnel as specified
in this Agreement; and
(d) complies with all applicable taxation requirements.
9.2 No backbilling
Supplier:
(a) must not invoice Accenture (and Accenture does not have to pay) for any
Charges that are not invoiced within four months from the date on which those
Charges were entitled to be invoiced; and
(b) is financially responsible for any expense that is not correctly submitted to
Accenture within three months from the end of the month in which the expense is
incurred.
9.3 Payment
If:
(a) an invoice meets the requirements set out in clause 9; and

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(b) Accenture does not dispute that invoice in accordance with clause 9.4,
Accenture must pay that invoice within 30 days of its receipt.
9.4 Invoice dispute
If Accenture disputes the validity of any invoice (including because an invoice does not
meet the requirements of clause 16):
(a) Accenture may give Supplier notice of the details and the nature of the dispute
within seven days;
(b) Accenture may withhold payment of the disputed amount until the dispute is
resolved and must pay any disputed amount that is determined to be payable by
Accenture within 21 days after the dispute is resolved;
(c) Supplier must re-issue the invoice for any undisputed amount and Accenture must
pay that re-issued invoice within 21 days after receiving it;
(d) the parties must continue to perform their other obligations under the agreement;
and
(e) either party may invoke the dispute resolution procedure set out in clause 17 to
attempt to resolve the dispute.
9.5 Out-of-Town Assignment Expenses
In the event that Supplier is required to relocate from their home location, Supplier:
(a) acknowledges that the daily allowance set out in the Contract Details is the
maximum daily amount chargeable in respect Out-of-Town Assignment Charges;
(b) must include all Out-of-Town Assignment Charges in the monthly invoice in the
month in which the Out-of-Town Assignment Charges were incurred;
(c) must ensure that daily rates and Out-of-Town Assignment Charges are provided
as separate line items in any invoice;
(d) must report each month to Accenture on the status of late Out-of-Town
Assignment Charges invoices and Supplier’s efforts to obtain them.
9.6 Business Travel Reimbursable expenses
In the event that Supplier is required to travel at the request of BHP Billiton, Supplier
must:
(a) book and pay for travel directly in accordance with BHP Billiton's Travel Policy
which can be accessed via the BHP Billiton intranet:
http://globaltravel.bhpbilliton.net/bhpbgs/export/sites/globalTravel-
v3/v3/Traveller_Setup/Travel_Related_Policies/index.html ;
(b) pay Business Travel Reimbursable Expenses when due and may invoice
Accenture for those Business Travel Reimbursable Expenses;
(c) review each invoice for Business Travel Reimbursable Expenses to determine
whether the Business Travel Reimbursable Expenses is proper, valid and
reasonable and should be paid;
(d) provide Accenture with a reasonable opportunity to review the invoice to validate
Supplier’s determination;
(e) not charge Accenture for any administrative expenses or other mark-ups
associated with Business Travel Reimbursable Expenses;
(f) when incurring or dealing with Business Travel Reimbursable Expenses, obtain
commercially reasonable rates (including by taking advantage of any preferential

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purchase prices for products and services it has agreed with suppliers) and
Accenture agrees that any Business Travel Reimbursable Expenses that it
approves in advance are considered commercially reasonable;
(g) use reasonable endeavours to ensure that all Business Travel Reimbursable
Expenses incurred are included in the monthly invoice for either the month in
which the Business Travel Reimbursable Expenses was incurred or the next
month (but no later);
(h) not incur any Business Travel Reimbursable Expenses without the prior approval
of BHP Billiton and the responsible Accenture Project Lead; and
(g) must submit original receipts to Accenture’s Contractor Exchange and copies of
those receipts along with a summary of expenses to Accenture’s 1SAP
Programme Management Office.
9.7 Set-off
If the parties agree, or it is determined in accordance with this Agreement, that Supplier
owes Accenture any sum under this Agreement (including Damages), Accenture may
recover that sum by setting it off against any other money which is or becomes due to
Supplier from Accenture under this Agreement.

10. Continuity of Services


Supplier acknowledges that the timely and complete performance of its obligation under
this Agreement is critical to the business and operations of Accenture and BHP Billiton.
Accordingly, in the event of a Dispute between Accenture and Supplier, whether or not
such Dispute arises from Accenture withholding payments to Supplier, neither party is
entitled to cease performance of its obligations under this Agreement merely because
the parties are in dispute unless and until this Agreement is terminated in accordance
with its terms.

11. Intellectual Property Rights


11.1 Data
Supplier agrees that all rights, title and interest (including all Intellectual Property Rights)
in all Data is and remains vested in Accenture or BHP Billiton (as applicable), and
Supplier’s right to use and possess such Data is granted solely for the purpose of
fulfilling its obligations to provide Services under this Agreement.
11.2 Pre-existing Client IPR
(a) Supplier acknowledges that, from the date of their creation, Accenture or BHP
Billiton owns and will own all existing and future rights, title and interest (including
all Intellectual Property Rights) in Pre-existing Client IPR.
(b) From the date of their creation, Supplier assigns, and must ensure that each of its
Personnel assigns, to Accenture, all existing and future rights, title and interest
(including all Intellectual Property Rights) it may have in any Enhancements of
any Pre-existing Client IPR.
11.3 Supplier Development and Joint Developments
Subject to clause 11.4, from the date of their creation, Accenture will own, and Supplier
assigns to Accenture, all existing and future rights, title and interest (including all
Intellectual Property Rights) it may have in Supplier Developments and Joint
Developments.

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11.4 Licence
Accenture grants to Supplier a licence to use, modify, adapt, reproduce and create
derivative works of Pre-existing Client IPR, Supplier Developments and Joint
Developments to the extent necessary to allow Supplier and its Personnel to perform the
Services.
11.5 Enhancements to Third Party Materials
To the extent that:
(a) Supplier or any of its Personnel create any Enhancements to any Third Party
Materials; and
(b) the terms of any agreement under which Accenture is licensed those Third Party
Materials require Accenture to assign Intellectual Property Rights in any
Enhancements of that Third Party Material back to the licensor of that Third Party
Material,
from the date of their creation, Supplier assigns, and must ensure that each of its
Personnel assigns, to Accenture, all existing and future rights, title and interest (including
all Intellectual Property Rights) it may have in any Enhancements to those Third Party
Materials.
11.6 Pre-existing Supplier IPR
(a) Accenture acknowledges that, from the date of their creation, Supplier owns and
will own all existing and future rights, title and interest (including all Intellectual
Property Rights) in Pre-existing Supplier IPR.
(b) Supplier grants to Accenture a worldwide, non-exclusive, perpetual, irrevocable
and royalty free licence to use (in accordance with instructions for proper use),
modify, adapt, reproduce and create derivative works of Pre-existing Supplier
IPR:
(i) that is incorporated into a Deliverable (which does not include use on a
stand alone basis in conjunction with a Deliverable) during and after the
Term; and
(ii) that is not incorporated into a Deliverable solely to the extent necessary for
Accenture to build, implement, further develop and maintain and support
the Design, GSAP and the 1SAP System for its and the BHP Billiton
Group’s business purposes during the Term,
subject to any restrictions imposed by third parties for the use of third party tools
that are included in the Pre-existing Supplier IPR.
(c) Accenture may sublicense any or all of the rights referred to in paragraph (b):
(i) to other members of the Accenture Group or BHP Billiton Group for their
business purposes; and
(ii) to third parties solely for the purposes of, and only to the extent necessary
to allow, those third parties to provide services to any member of the
Accenture Group or BHP Billiton Group relating to the build,
implementation, further development and maintenance and support of the
design, GSAP and the 1SAP System, and provided that the third party
agrees to comply with the terms of the licence for the rights granted to it.
11.7 Third Party Software
(a) Where Supplier provides to Accenture any Third Party Software as part of the
Services, Supplier must obtain from the licensor of the Third Party Software, at no
additional charge to Accenture, a perpetual, irrevocable licence enabling

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Accenture and BHP Billiton to use that Third Party Software on terms otherwise
no less favourable than those under which the Third Party Software is licensed to
Supplier.
(b) In relation to any such Third Party Software, Accenture may, at any time, request
that Supplier ensure that the applicable licence agreement relating to that Third
Party Software may (after the Term) be novated to Accenture or BHP Billiton.
Supplier will use its best commercial efforts to obtain from the applicable third
party licensor such novation right, at no additional cost to Accenture or BHP
Billiton. If, despite exercising its best commercial efforts, Supplier:
(i) is unable to obtain that novation right; or
(ii) is able to obtain that novation right but at an additional cost to Supplier,
Accenture or BHP Billiton;
then the parties will discuss and agree in good faith:
(iii) whether Accenture or BHP Billiton should enter into a licence arrangement
in relation to that Software directly with the applicable third party licensor;
(iv) whether Supplier, Accenture or BHP Billiton should procure alternative
software (in which case Accenture or BHP Billiton may issue a request
under paragraph (b) in respect of that alternative software); or
(v) (if the third party Software is to be used by Supplier) who will bear the
novation costs.
11.8 Licence for other third party Materials
(a) If Supplier proposes to use or supply to Accenture any other Materials the
Intellectual Property Rights in which are owned by a third party, Supplier must
obtain the prior consent of Accenture for such use or supply.
(b) If Accenture grants its consent under paragraph (a), Supplier must obtain for
Accenture and BHP Billiton a non-exclusive, irrevocable, perpetual and royalty-
free licence:
(i) to use, reproduce and modify those Materials to enable Accenture and
BHP Billiton to receive the full benefit of the Services; and
(ii) to sublicense Accenture and BHP Billiton Personnel to use, reproduce and
modify those Materials.
11.9 Materials licensed or made available by Accenture
To avoid any doubt, clauses 11.7 and 11.8 do not apply in relation to Materials licensed
or otherwise made available by Accenture to Supplier in connection with the provision of
the Services.
11.10 Moral rights
To the extent individuals are entitled to assert any Moral Rights, Supplier must obtain
from any Supplier’s Personnel who are authors of copyright Material created under this
Agreement all necessary consents and waivers in writing authorising Accenture and BHP
Billiton to do any act or omission that would otherwise infringe that person’s Moral
Rights.
11.11 Enhancements and developments register
The parties will develop and maintain throughout the Term:
(a) a process for determining whether or not any developments by a party are
Enhancements of other Materials, Supplier Developments or Accenture
Developments; and

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(b) a register of:
(i) all determinations made through that process; and
(ii) all Pre-existing Client IPR, Pre-existing Supplier IPR, Joint Developments,
Supplier Developments, Accenture Developments and Enhancements.

12. Confidentiality
12.1 Use of Confidential Information
A Recipient may only use the other party’s and/or BHP Billiton’s Confidential Information
for the purposes of this Agreement.
12.2 Permitted disclosure by Accenture
Accenture may only disclose Supplier’s Confidential Information to Accenture’s and/or
BHP Billiton’s Personnel and Accenture’s and/or BHP Billiton’s legal and professional
advisers who:
(a) need to know for the purposes of this Agreement (but only to that extent);
(b) have binding confidentiality obligations no less onerous than those imposed on
Accenture under this Agreement; and
(c) have been made aware that the Confidential Information is confidential and must
be kept secret.
12.3 Permitted disclosure by Supplier
Supplier may only disclose Accenture’s and/or BHP Billiton’s Confidential Information to
its legal and other professional advisers who:
(a) have binding confidentiality obligations no less onerous than those imposed on
Supplier under this Agreement; and
(b) need to know for the purposes of this Agreement (but only to that extent) but only
for the purpose of advising on or in relation to this Agreement.
12.4 Excluded information
Clause 19 does not apply to information that (whether before of after the Execution
Date):
(a) is rightfully known to or in the possession of the party and not subject to a
confidentiality obligation on the party;
(b) is public knowledge (except because of a breach of confidentiality by the party or
its officers or employees); or
(c) a party or its officers or employees must disclose by Law (including the rules of
any relevant stock exchange).
12.5 Disclosure required by Law
If a party must disclose the other party’s Confidential Information under clause 12.4(c), it
must first:
(a) give the other party notice of the details of the proposed disclosure;
(b) give the other party a reasonable opportunity to take any steps it considers
necessary to protect the confidentiality of the information;
(c) give any assistance reasonably required by the other party to protect the
confidentiality of the information; and
(d) inform the proposed disclosee that the information is confidential information of the
other party.

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12.6 Security
Each party must, at its own expense:
(a) keep the other party’s Confidential Information secret;
(b) take reasonable steps to ensure that anyone to whom it has disclosed the other
party’s Confidential Information keeps the Confidential Information secret;
(c) establish and maintain effective security measures to safeguard the other’s
Confidential Information from unauthorised access or use whilst in its custody or
control; and
(d) keep the other’s Confidential Information under its control.
12.7 Confidential Information of BHP Billiton
Supplier must ensure that BHP Billiton’s Confidential Information stored on Supplier
systems is separated from that of any other customer using passwords and other
appropriate security measures.
12.8 Breach of confidentiality and unauthorised use, copying and disclosure
Each party must:
(a) immediately take steps to prevent or stop any suspected or actual breach of this
clause;
(b) comply with the other party’s reasonable directions regarding, a suspected or
actual breach of this clause;
(c) immediately give the other party notice of any suspected or actual unauthorised
use, copying or disclosure of that other party’s Confidential Information; and
(d) give any assistance reasonably requested by the other party in relation to any
proceedings it may take against any person for unauthorised use, copying or
disclosure of its Confidential Information.

13. Protection of Data


13.1 Use of Data
Supplier must not (and must ensure that its Personnel do not):
(a) use Data held by Supplier, or to which Supplier has access in connection with the
Services, other than for the purposes of fulfilling its obligations under this
Agreement;
(b) purport to commercially exploit Data (or allow any of Supplier’s Personnel to do
so); or
(c) alter Data in any way, other than in performing the Services as required this
Agreement.
13.2 Safeguarding Data
(a) Supplier must not cause or have caused any pledge, lien, charge, mortgage,
encumbrance of a third party or any other security interest to be placed on the
Data or any database (whether electronic or otherwise) on which such Data is
stored on Supplier systems.
(b) Supplier must comply with safeguards against the destruction, loss or alteration of
Data in the possession, custody or control of Supplier and establish and maintain
safeguards against the destruction, loss or alteration of that Data that:
(i) are no less rigorous than the safeguards that are available to Accenture as
at the Execution Date; and

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(ii) comply with all:
(A) Supplier Laws; and
(B) Client Specific Laws the subject of a direction given by Accenture to
Supplier under clause 6.1(b).

14. Privacy
14.1 Compliance with privacy laws and procedures
(a) To the extent that Supplier collects, uses, processes, transfers, discloses or
otherwise deals with Personal Information on behalf of Accenture and/or BHP
Billiton under this Agreement or in order to provide the Services, Supplier must:
(i) comply with all privacy and data protection Laws applicable to its role as a
data processor (and not data controller or owner) of that Personal
Information; and
(ii) act in accordance with Accenture’s and BHP Billiton’s privacy and data
protection compliance requirements, so that the Personal Information is
protected consistently with the way and to the extent that Accenture and/or
BHP Billiton protects that Personal Information as the data owner or data
controller so as to comply with the privacy and data protection Laws
applicable to Accenture or BHP Billiton. Accenture will provide reasonable
directions to Supplier concerning its privacy and data protection
compliance requirements.
(b) Supplier must (and must ensure that its Personnel) comply with:
(i) any applicable privacy or data protection Laws (including those in any
jurisdiction where the Services may be provided) and all guidelines issued
by applicable privacy offices (and any similar regulatory bodies); and
(ii) the privacy procedures or policies which form part of the Accenture Group
or BHP Billiton Group Policies.
14.2 Collection and handling of Personal Information
Supplier must:
(a) ensure that the Personal Information is protected against misuse and loss, and
from unauthorised access, modification or disclosure whilst in its care, custody or
control;
(b) provide appropriate training to its Personnel with respect to the correct handling of
the Personal Information so as to minimise the risk of accidental security
breaches;
(c) ensure that its internal operating systems only permit properly authorised
Personnel to access the Personal Information; and
(d) give Accenture notice as soon as it becomes aware that use or disclosure of the
Personal Information is required or authorised by or under Law.
14.3 Use of Personal Information
Supplier may only use any Personal Information collected in connection with providing
the Services to the extent necessary to provide the Services. Any other disclosure must
be with the prior written consent of Accenture.
14.4 Disclosure of Personal Information
If Supplier collects Personal Information in connection with providing the Services,
Supplier:

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(a) may disclose the Personal Information to its Personnel but only those who need to
know for the purpose of providing the Services (and only to that extent) without the
prior written consent of Accenture; and
(b) may only disclose (directly or indirectly) the Personal Information to any other
person with the prior written consent of Accenture.
14.5 Access to Data by Supplier’s Personnel
Supplier must implement and maintain a system for logging and identifying all Supplier’s
Personnel accessing any Personal Information through its systems. If requested by
Accenture and/or BHP Billiton, Supplier must provide to Accenture and/or BHP Billiton a
copy of the access log.
14.6 Breach of this clause
If Supplier becomes aware that it or any of its Personnel is using, or has used, Personal
Information in contravention of this clause 14, Supplier must promptly give Accenture
notice of the full details of the contravention and comply with Accenture’s and/or BHP
Billiton’s reasonable directions.
14.7 Return of Personal Information
On termination of this Agreement, Supplier must:
(a) not use, copy or disclose any Personal Information;
(b) if requested by Accenture, promptly return to Accenture and/or BHP Billiton, or
destroy, all copies of the Personal Information.

15. Audit rights and record keeping


15.1 Record keeping
(a) Supplier must:
(i) comply with all applicable requirements of Supplier Laws and Client
Specific Laws the subject of directions given under clause 6.1(b) relating
to retention of data; and
(ii) keep, for a period of 7 years from the date of its creation adequate
accounts, documents and records in sufficient detail to allow Accenture to
determine Supplier’s compliance with this Agreement and the accuracy of
its invoices and reports and, if requested by Accenture, Supplier must
provide those accounts, documents and records to Accenture (but
excluding any information relating to its internal profits or margins).
(b) Without limiting Supplier’s obligation under paragraph (a), Accenture may at any
time direct Supplier to retain documents or records that Supplier is not then
retaining, if Accenture considers that the retention of such records is required in
order for Accenture to confirm Supplier’s compliance with this Agreement.
15.2 Audit times
Without limiting clause 22.3, Accenture (or BHP Billiton or a nominee) may conduct an
audit, if required in this Agreement or requested by Accenture, to:
(a) confirm Supplier’s compliance with this Agreement; and
(b) enable Accenture and/or BHP Billiton to meet its applicable contractual, regulatory
and internal management requirements.

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15.3 Access
Supplier must give Accenture and BHP Billiton Personnel (including internal and external
auditors and advisers) performing an audit under clause 15.2 full access on reasonable
notice and at all reasonable times to data, locations, Supplier systems and Personnel.
15.4 Supplier assistance
For the purpose of complying with this clause 15, Supplier must promptly and efficiently
give Accenture and its Personnel any assistance they reasonably require. Accenture
and its Personnel must comply with Supplier’s reasonable security requirements notified
to them in writing.
15.5 Consequences of Audit
(a) If the audit establishes that Accenture has been overcharged for any Services
then Supplier must:
(i) promptly pay Accenture the amount of that overcharge; and
(ii) develop and implement an Action Plan to prevent the overcharging from
occurring again.
(b) If the audit establishes that Supplier is in breach of any provision of this
Agreement (including any failure to comply with clauses 5, 6, 12 or 13) then
Supplier must develop and implement an Action Plan to prevent the breach from
occurring again.
(c) Subject to paragraph (d), Accenture will bear the costs of appointing an internal
or external auditor to conduct any audits (which does not include Supplier initiated
assessments and audits of ITIL levels or compliance) in accordance with this
clause 15.
(d) If an audit establishes that Accenture has been overcharged, in a given 12 month
period, by more than 3% of the Charges properly due and payable for the Services
provided during that period, then Supplier must promptly reimburse, to Accenture,
Accenture’s out-of-pocket costs and expenses incurred in connection with that
audit.

16. Security and virus protection procedures


16.1 Acknowledgment
Supplier acknowledges that the security of Accenture and BHP Billiton Data and systems
is fundamental to Accenture and BHP Billiton and the members of Accenture Group and
BHP Billiton Group and a security breach may affect Accenture’s or BHP Billiton’s duties
to its customers, the relationships with its shareholders and employees and legal
obligations Accenture or BHP Billiton may have.
16.2 Security procedures
Supplier must:
(a) implement, maintain and enforce the security procedures and safeguards (both
physical and logical) specified this Agreement;
(b) comply with Accenture Group and BHP Billiton Group Policies relating to security,
and if those Accenture Group and BHP Billiton Group Policies are inconsistent
with the security requirements in this Agreement, comply with the higher standard
or requirement;
(c) prohibit and prevent any person who does not have the appropriate level of
security clearance from gaining access to Data and Accenture’s or BHP Billiton’s

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systems (to the extent that access is controlled by Supplier through the provision
of, or in connection with, the Services); and
(d) notify Accenture immediately and comply with all reasonable directions of
Accenture if Supplier becomes aware of any contravention of the security
requirements set out in this clause 16.
16.3 What is Harmful Code?
In this clause 16, Harmful Code means any computer code:
(a) that is intended or known to be harmful, destructive, disabling or which assists in
or enables theft, alteration, denial of service, unauthorised disclosure or
destruction or corruption of data, but excludes passwords, trial period software
and like features which are security features or intended elements of the software
used to prevent unauthorised use of the software in contravention of a licence;
and
(b) which is installed or released into BHP Billiton’s environment/systems without
Accenture’s written consent. Examples include virus, worms, spyware, adware,
keyloggers, trojans, and any new types of programmed threats that may be
classified.
16.4 Supplier responsibility to prevent Harmful Code
Supplier must detect and prevent Harmful Code from being introduced into (or sent
from):
(a) Supplier’s systems used to provide the Services;
(b) Accenture’s systems used to provide the Services (if any); and
(c) GSAP, the 1SAP System and any other Deliverables,
including by:
(d) use of appropriate and up-to-date virus detection software and intrusion detection
systems for preventing and detecting Harmful Code;
(e) complying with Accenture’s applicable practices and implementing practices and
procedures relating to its own systems that are consistent with industry standards;
(f) pro-actively monitoring known threats of Harmful Code; and
(g) informing Accenture’s Personnel of any Harmful Code and the steps necessary to
avoid its introduction.
16.5 Procedure if Harmful Code is found
(a) If Supplier becomes aware that any Harmful Code is found to have been
introduced into a Deliverable or any of Supplier’s or Accenture’s systems that are
used to provide the Services, Supplier must notify Accenture immediately.
(b) Supplier must, to the extent requested to do so by Accenture and to the extent it
has the necessary access to Accenture’s and/or BHP Billiton’s systems:
(i) provide all information reasonably requested by Accenture in relation to the
Harmful Code, its manner of introduction and the effect the Harmful Code
has had or is likely to have;
(ii) take all necessary remedial action to eliminate the Harmful Code and
prevent re-occurrence and rectify any consequences (to the extent that
they are capable of rectification), including developing and implementing
an Action Plan;

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(iii) if the Harmful Code causes a loss of Data or loss of operational efficiency,
assist Accenture and/or BHP Billiton to mitigate the losses and restore the
efficiency and/or Data;
(iv) retain evidence and logs regarding the incident to help in determining
cause, damage and likely source; and
(v) ensure that sufficient Supplier resources and technology are available to
meet its obligations under this clause 16.5.
16.6 Costs
If the Harmful Code was introduced:
(a) intentionally by Supplier or its Personnel; or
(b) as a result of Supplier’s negligence; or
(c) as a result of Supplier failing to meet its obligations under this clause,
Supplier must pay the costs and expenses (including costs and expenses incurred by
Accenture or BHP Billiton) in connection with the restoration activities contemplated by
clause 16.5(b), otherwise Accenture must pay those costs and expenses.

17. Warranties
17.1 Supplier IP related warranties
Supplier warrants and represents that it has, and will at all relevant times have, the right,
power and authority to make the assignments and grant the licences it is required to
make or grant under this Agreement.
17.2 Supplier general warranties
Supplier warrants and represents that:
(a) it has all necessary rights to provide the Services;
(b) its signing, delivery and performance of this Agreement will not constitute:
(i) a violation of any judgment, order or decree;
(ii) a material default under any material contract by which it or any of its
assets are bound; or
(iii) an event that would, with notice or lapse of time, or both, constitute such a
default; and
(c) it has the requisite power and authority to enter into this Agreement and to carry
out the obligations contemplated by this Agreement.

18. Indemnities by Supplier


18.1 General indemnities
Supplier indemnifies Accenture against any Damages suffered or incurred by Accenture,
any member of the Accenture Group or the BHP Billiton Group, or any of the Personnel
of Accenture or BHP Billiton (Protected Persons) arising from or in connection with any
Claim by a third party against any of the Protected Persons arising from or in connection
with:
(a) a Claim in respect of any remuneration or any right or entitlement (including,
without limitation, any right or entitlement related to hours of work;
superannuation, pension or retirement benefits; leave; notice of termination;
severance or redundancy and any other employment-related right or entitlement)
owed to Supplier’s Personnel;

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(b) a Claim arising out of the employment or engagement or the termination of the
employment or engagement of any person by Supplier in connection with the
provision of the Services;
(c) a breach by Supplier of any of its obligations under clause 6;
(d) a breach of any obligations with respect to Confidential Information of a third party
by Supplier or any of its Personnel;
(e) injury to, or death of, any person caused by a negligent act or omission of Supplier
or any of its Personnel in connection with this Agreement or the provision of the
Services;
(f) loss of or damage to any property caused by a negligent act or omission of
Supplier or any of its Personnel in connection with this Agreement or the provision
of the Services;
(g) Wilful Misconduct of Supplier or any of its Personnel; or
(h) a fraudulent act or omission of Supplier or any of its Personnel.
18.2 IPR indemnity
(a) Subject to paragraph (b), if a third party makes a Claim against any Protected
Person alleging that:
(i) the provision of the Services or a Deliverable;
(ii) Supplier making the assignments or granting the licences it is required to
make or grant under clause 18; or
(iii) the exercise by any Protected Person of any of the rights assigned or
granted under clause 18,
infringes or will infringe any trade secret, trade mark, copyright or patent
(registered in any jurisdiction) of that third party (IPR Claim), or in Supplier’s
reasonable opinion is likely to do so, Supplier:
(iv) indemnifies Accenture against any Damages which any Protected Person
is required to pay or has paid to that third party arising from or in
connection with the IPR Claim;
(v) (without limiting paragraph (iv)) must pay all costs of the defence or
settlement of the IPR Claim and any amounts agreed in any settlement or
awarded against any Protected Person arising from or in connection with
the IPR Claim; and
(vi) must:
(A) use its best efforts to secure the right to continue using any and all
Services and Deliverables that may be affected by the IPR Claim
(Affected Items);
(B) must replace or modify the Affected Items so that they are not
infringing, but only if the replacement or modification complies with
the requirements applicable to the Affected Item; or
(C) must if, and only if, Supplier cannot do the things referred to in
paragraphs (A) or (B), remove the Affected Item and the Charges
must be reduced to reflect that removal.
(b) Supplier will have no obligation under paragraph (a), to the extent the IPR Claim
arises from:

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(i) Supplier’s compliance with Accenture’s instructions if Supplier could not
reasonably comply with those instructions in a way which would avoid the
IPR Claim;
(ii) a modification made by Accenture or any of its Personnel to the Supplier
Deliverables; or
(iii) Material supplied or developed by Accenture or any of its Personnel.

19. Third party Claims


19.1 Application
This clause 19 applies if a third party makes a Claim against a party (Indemnified
Party) and the other party (Indemnifying Party) must indemnify the Indemnified Party
under this Agreement in connection with that Claim.
19.2 Notice of Claim
The Indemnified Party must:
(a) promptly give the Indemnifying Party notice of the details and nature of the Claim;
and
(b) allow the Indemnifying Party to take sole control of the defence and investigation
of the Claim (including appointing lawyers of its choice).
19.3 Indemnifying Party to take control of proceedings
(a) The Indemnifying Party must, at its cost properly and diligently defend the Claim
and in doing so, must:
(i) not unnecessarily or unreasonably take or fail to take any action if to do so
would damage the name or reputation of the Indemnified Party; and
(ii) consult regularly with Indemnified Party.
(b) The Indemnified Party will co-operate in all reasonable respects with the
Indemnifying Party and its lawyers in the defence of a Claim.

20. Term and termination


20.1 Issue of Termination Notice
(a) Accenture may at any time and in its sole discretion issue a Termination Notice
for convenience, terminating this Agreement in whole or in part (including where
BHP Billiton terminates its agreement with Accenture in whole or in part).
(b) Either party may issue a Termination Notice to the other party for cause
(terminating this Agreement in whole) if the other party commits a material breach
of its obligations under this Agreement:
(i) that cannot be rectified; or
(ii) if capable of being rectified, has not been rectified within 20 Business Days
after a notice from the first-mentioned party requesting it to do so.
20.2 Partial Termination
Where Accenture issues a Termination Notice for part of this Agreement:
(a) Accenture will notify Supplier which Services and Deliverables that it no longer
requires Supplier to provide;

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(b) Supplier will cease to be obliged to provide those Services and Deliverables and
Accenture will no longer be obliged to pay any Charges in respect of those
Services and Deliverables; and
(c) the parties will agree in writing on any consequential changes required to this
Agreement.

21. Disengagement
21.1 Disengagement Plan
(a) If BHP Billiton and Accenture have agreed in writing a plan for Disengagement,
then Supplier must provide Disengagement assistance in accordance with that
plan. If BHP Billiton and Accenture have not agreed such a plan, then Supplier
must provide the following Disengagement assistance, in accordance with
Accenture’s reasonable directions:
(i) completion of required Services and Deliverables and delivery to
Accenture or BHP Billiton of all copies of all work in progress;
(ii) provision of any training required by Accenture or BHP Billiton to permit
Accenture, BHP Billiton or any of their Personnel to understand, use and
further develop the WIP and to otherwise complete all Services and
Deliverables to the satisfaction of BHP Billiton/Accenture;
(iii) provision of detailed handover by each member of Supplier’s Personnel
nominated by BHP Billiton/Accenture, including shadowing of those
persons in their daily duties by replacement BHP Billiton Personnel or
replacement Accenture Personnel; and
(iv) provision of reports required by BHP Billiton/Accenture.
(b) During Disengagement, Supplier must continue:
(i) to provide the Services and deliver the Deliverables in accordance with this
Agreement and the relevant Disengagement plan (including by ensuring
that there is no degradation of quality of service during Disengagement);
(ii) to provide the Key Persons and fill the Key Positions (if any); and
(iii) to maintain sufficient other Personnel to perform the obligations under this
clause 21 and the Disengagement plan.
(c) Without limiting paragraph (b), unless otherwise specified in the relevant
Disengagement Plan, all Service Levels and associated Service Level Credits (if
any) apply during the Disengagement Period.
21.2 Payment of cost for Disengagement Assistance
Accenture will pay Supplier for Disengagement Assistance (other than preparation of a
plan for Disengagement) on a time and materials basis, at the applicable Time and
Materials Rates, except where Accenture issues a Termination Notice for cause.

22. General consequences of expiry or termination


22.1 Termination generally
If this Agreement or a part of it expires or is terminated:
(a) each party must continue to keep confidential the other party’s Confidential
Information in accordance with clause 12;

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(b) each party’s right to use and disclose the other party’s Confidential Information
ceases, other than in relation to information a party must keep in order to comply
with any reporting or other requirements under Law; and
(c) and if the other party requests, each party must promptly (at the other party’s
option), other than in respect of the information referred to in paragraph (b):
(i) return to the other party;
(ii) destroy, and certify to the other party the destruction of; or
(iii) destroy, and let an employee of the other party witness the destruction of,
the other party’s Confidential Information in the first party’s possession or control.

23. DBI Services objectives


23.1 Objectives
Supplier must perform the Services in a way that enables BHP Billiton to meet the
following additional Contract Objectives:
(a) to design, build and implement an SAP-based system (1SAP System):
(i) which:
(A) utilises the BHP Billiton Group’s existing SAP systems to the
maximum extent possible while still meeting the other Contract
Objectives;
(B) implements the business processes developed or adopted as part
of the 1SAP Program; and
(C) is used consistently across all BHP Billiton Group businesses from
a single platform;
(ii) in an efficient and cost effective manner, to allow the BHP Billiton Group to
deliver the 1SAP System on (or before) time and on (or below) budget;
(b) to develop or adopt business processes that:
(i) are fit for purpose as specified in the Design Requirements;
(ii) are appropriate for the BHP Billiton businesses;
(iii) are as efficient, streamlined and cost effective as possible;
(iv) incorporate or are based on leading industry practices;
(v) minimise the need for collection, storage and processing of data;
(vi) comply (or allow BHP Billiton to comply) with applicable regulatory
requirements; and
(vii) are flexible enough to manage variations to business requirements from
time to time.

24. Responsibility for Project Issues


(a) Accenture and Supplier are each responsible for identifying problems, issues,
deficiencies or omissions in the 1SAP Program, DBI Services, Deliverables or the
Design.
(b) Supplier must take all reasonable steps given its:
(i) role and involvement in the 1SAP Program;

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(ii) skill and expertise; and
(iii) experience and knowledge,
to, and Supplier must comply with any applicable processes to, identify such
issues.

25. Offshoring
Supplier must not perform the DBI Services, or any part of the DBI Services, in any
country other than Singapore without Accenture’s prior written consent.

26. Supplier responsibility for Deliverables


26.1 Requirements
Supplier must ensure that:
(a) each Supplier Deliverable:
(i) meets the applicable Design Requirements;
(ii) is consistent with, and allows achievement of, the Contract Objectives to
the extent they are applicable to the Supplier Deliverables;
(iii) is capable of being integrated with the other Deliverables to form the 1SAP
System (where applicable); and
(iv) is properly implemented in accordance with the relevant part of the Design;
and
(b) once implemented in accordance with the relevant part of the Design, each
Supplier Deliverable and each Supplier Approved Deliverable will:
(i) meet the applicable Design Requirements;
(ii) be properly integrated with the other Deliverables to form the 1SAP
System; and
(iii) allow achievement of the Contract Objectives to the extent they are
applicable,
from the Acceptance date for that Deliverable until the expiry of 90 days (or such
other period as may be agreed in writing between the parties) from the date that
the Deliverable is first deployed to a live production environment.
26.2 Rectification obligations
Subject to clause 26.3, if a Deliverable does not comply with the requirements of clause
26.1 (a Defect), Supplier must rectify the Defect including by, to the extent necessary:
(a) re-designing any and all Deliverables that require re-design as a result of, or to
enable rectification of, the Defect;
(b) modifying or replacing any Deliverables that require modification or replacement
as a result of, or to enable rectification of, the Defect;
(c) re-implementing those modified or replacement Deliverables;
(d) modifying and providing modified manuals or other Materials required to
understand and use the Deliverables that are re-designed, modified or replaced;
(e) providing any necessary training for Deliverables that are re-designed, modified or
replaced; and

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(f) providing any temporary or workaround solutions that are necessary and
reasonable to avoid or mitigate the impact of the Defect on members of either the
Accenture Group or BHP Billiton Group,
in accordance with the applicable Service Levels set out in this Agreement (or as
otherwise agreed between the parties).
26.3 Cost of rectification
(a) To the extent a Defect:
(i) is caused by Accenture failing to perform its obligations in an Acceptance
Test Plan;
(ii) is caused by a change to Accenture’s requirements, after the Acceptance
date for the relevant Deliverable;
(iii) arises from a modification to the relevant Deliverable made by Accenture
or any of it’s Personnel (except to the extent that Supplier has reviewed
and approved the modification and the Defect should have been identified
had that review been conducted professionally and with due care and skill);
and
(iv) arises from a failure or defect in a Deliverable or component of the 1SAP
System that is not supplied by Supplier (excluding a failure of a Supplier
Deliverable to interface with other Deliverables),
Supplier only has to comply with clause 26.2 to the extent it is reasonably
directed to do so by Accenture and Accenture must pay Supplier for complying
with clause 26.2 (at the applicable Time and Materials Rates).
(b) To the extent paragraph (a) does not apply, Supplier must bear the costs of
complying with this clause.

27. Documentation and Deliverable requirements


27.1 Maintenance of documentation
For each DBI Service, Supplier must at all times maintain comprehensive documentation
sufficient to allow any other suitable qualified and experienced person working on the
1SAP Program to understand:
(a) the elements and parts of the Service that have been completed;
(b) the methodologies, processes and know-how used to perform those Services;
and
(c) the elements and parts of the Service that are yet to be completed and what is
required to achieve completion.

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