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EXHIBIT 10.2
CONSULTING AGREEMENT
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").
WITNESSETH:
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 follows:
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 reference.
(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 instrument is hereby
incorporated by
reference. Unless otherwise acknowledged by SPSS in writing
prior to any
specific project, there shall be no royalties or ongoing
payments due from SPSS
to Consultant for Consultant's services hereunder in addition to
the
compensation specified in accordance with the first sentence of
this Paragraph
2. SPSS shall withhold no income or employment taxes from any
compensation paid
to Consultant, nor shall SPSS be liable for any income or
employment taxes on
any such compensation.
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3. SPSS CONFIDENTIAL INFORMATION.
(a) As used in this Agreement, the term "SPSS Confidential
Information"
shall mean all Trade Secrets and Other Confidential Technical
and Business
Information, as defined in Paragraph 3(b), and all Consultant
Inventions, as
defined in Paragraph 3(c), whether or not reduced to writing and
whether or not
patentable or protectable by copyright, which SPSS now owns or
is licensed to
use, or may in the future own or be licensed to use.
(b) As used in this Agreement, the term "Trade Secrets and
Other
Confidential Technical and Business Information" shall mean all
confidential or
proprietary product development and design information and all
confidential or
proprietary procedures, techniques, manuals, customer
information,
specifications, data bases, test results, information concerning
business or
product acquisitions, strategic plans, customer lists, pricing
data, and
discoveries, inventions and innovations made, created, acquired
or developed by
or on behalf of SPSS.
(c) As used in this Agreement, the term "Consultant Inventions"
shall mean
all systems, programs, algorithms, procedures, techniques,
manuals, data bases,
plans, lists, inventions, copyrights, patents, trademarks,
discoveries,
innovations, concepts, ideas and software (including without
limitation source
and object code and design and user documentation) conceived,
compiled,
developed or acquired, in whole or in part, by Consultant in the
course of
performing consulting services for SPSS (including services
performed prior to
the execution of this Agreement) which relate to SPSS' business,
except for
inventions which Consultant develops for other clients or on
Consultant's own
time which do not make use of any SPSS resources or SPSS
Confidential
Information.
(d) Consultant's obligations in Paragraphs 4 and 5 regarding
SPSS
Confidential Information and Consultant Inventions shall survive
the termination
of its consultancy for SPSS for any reason whatsoever.
4. CONSULTANT'S OBLIGATIONS REGARDING SPSS CONFIDENTIAL
INFORMATION.
Consultant shall take the following steps to preserve the
confidential and
proprietary nature of SPSS Confidential Information:
(a) During its consultancy for SPSS, Consultant shall not
disclose or
transfer any of the SPSS Confidential Information other than as
authorized by
SPSS within the scope of Consultant's duties for SPSS. Except to
the extent
Consultant is authorized to do so in its capacity as a
consultant for SPSS,
Consultant shall not sell, license or otherwise exploit any
products (including
software in any form) or services which embody or utilize in
whole or in part
any SPSS Confidential Information.
(b) Consultant shall take all reasonable precautions to prevent
the
unauthorized disclosure (whether inadvertent or deliberate) of
SPSS Confidential
Information to unauthorized persons or entities and shall
promptly report to
appropriate SPSS management any such activities by others.
(c) While Consultant is permitted to retain all personal
information which
is not comprised of or derived from SPSS Confidential
Information (in whole or
in part), all notes, files, data, tapes, reference materials,
reports, sketches,
drawings, price lists, customer lists, plans, memoranda, records
and any other
document or matter comprised of, or derived from, SPSS
Confidential Information
(in whole or in part) shall belong exclusively to SPSS. At the
request of SPSS
or upon termination of its consultancy for SPSS, Consultant
shall deliver to
SPSS all tangible materials embodying SPSS Confidential
Information.
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(d) Consultant shall not use, in connection with the performance
of its
duties and responsibilities to SPSS, any trade secrets or
confidential technical
or business information acquired from, or developed on behalf
of, Consultant's
other clients or make use of any work in which others hav
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