THIS AGREEMENT is made as of this 8th day of June, 2007 by and between SPSS Inc., a Delaware
corporation having its offices at 233 S. Wacker, Chicago, Illinois 60606-6307 (hereinafter "SPSS"), and
Jonathan P. Otterstatter (hereinafter "Consultant").
WHEREAS, SPSS develops and markets proprietary computer software, and on occasion desires the assistance
of outside consultants in connection with its businesses; and
WHEREAS, Consultant has expertise in certain aspects of the businesses of SPSS and is willing to provide
consulting services to SPSS under the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the parties hereby agree as
1. RETENTION OF CONSULTANT; SERVICES TO BE PERFORMED.
(a) SPSS hereby retains Consultant to provide such consulting services to SPSS as shall be agreed upon by the
parties and specified in Exhibit A hereto and/or in one or more separate written instruments acknowledged by
both parties and referring to this Agreement. Each such separate written instrument is hereby incorporated by
(b) At all times Consultant shall exercise reasonable skill and care in performing such services.
(c) Consultant shall provide the services specified hereunder in the manner, and at such times and places as
Consultant sees fit, subject to agreed-upon completion dates. Consultant acknowledges that SPSS shall not
provide equipment, supplies or employees for the use of Consultant in providing such services.
(d) Consultant represents and warrants that Consultant is not subject to any restrictions or restraints, contractual
or otherwise, which would prevent or limit Consultant's ability to enter into and be bound by this Agreement.
2. CONSULTING FEES.
SPSS shall compensate in the manner set forth on Exhibit A and/or in one or more separate written instruments
acknowledged by both parties and referring to this Agreement. Each such separate written ins