GUIDEWIRE SOFTWARE, INC. CONSULTING SERVICES AGREEMENT

Exhibit 10.28

GUIDEWIRE SOFTWARE, INC.

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (the “ Agreement ”) is entered into on May 3, 2007 (“ Effective Date ”), by and between Guidewire Software, Inc. (“ Guidewire ”) and the Customer identified below ( “Customer” ).

This Agreement consists of this signature page, the attached Terms and Conditions, the Exhibits listed below, and any statements of work executed by the parties in accordance with the terms of this Agreement.

Contract Number :

Customer:         MGA Insurance Company, Inc.

Address :     3333 Lee Parkway, Suite 1200, Dallas, Texas 75219

State/Country of Incorporation:     Texas

Exhibits :    A    Insurance, and

                  B    Consulting Overview and Rates.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives as of the Effective Date.

TERMS AND CONDITIONS

1.1 “ Guidewire Technology ” shall mean all information, software and data that constitutes or relates to products or technology of Guidewire or the properties, composition, structure, use or processing thereof, all derivative works thereof, and all related intellectual property rights.

1.2 “Services ” shall mean any services performed by Guidewire as specified in the Statement of Work.

1.3 “ Work Product ” shall mean all tangible and intangible results and items arising out of the Services delivered to Customer by Guidewire under this Agreement, together with all derivative works and all related intellectual property rights.

2.1 Performance . Guidewire shall use commercially reasonable efforts to perform the Services in accordance with any Statement of Work executed by both parties in accordance with this Agreement (each a “Statement of Work” or “SOW”). Guidewire performs Services as described in the Services methodology overview set forth in Exhibit B to this Agreement. Customer acknowledges that Guidewire’s performance is dependent in part upon Customer’s reasonable assistance and performance of its prerequisite obligations set forth in the Statement of Work. Accordingly, any dates or time periods relevant to Guidewire’s performance will be equitably extended automatically to account for any delays due to failure of Customer to complete any of its prerequisite obligations or to provide such assistance, or due to changes requested by Customer.

2.2 Changes . Changes to any Statement of Work or the Services to be performed thereunder shall become effective only when the parties execute a written change order.

2.3 Additional Statements of Work . If Customer desires to engage Guidewire for additional services that are not included in the initial Statement of Work, the parties shall in good faith negotiate additional Statements of Work, subject to the availability of Guidewire personnel and resources. Upon execution by both parties, each additional Statement of Work shall be deemed a part of this Agreement. Guidewire shall only be obligated to provide Services that are set forth in an executed Statement of Work.

2.4 Nature of Relationship . Guidewire’s relationship with Customer will be that of an independent contractor providing consulting services. Nothing in this Agreement shall be construed to create a partnership, joint venture, principal-agent or employer-employee relationship.

3.1 Fees . Customer agrees to pay Guidewire all fees for Services performed under the applicable Statement of Work (the “Fees” ). Guidewire’s current fee structure is set forth in Exhibit B to this Agreement. Guidewire may increase the Fees on an annual basis, provided such annual increases do not exceed the greater of five percent or the corresponding percentage increase in US CPI.

3.2 Expenses . Customer shall reimburse Guidewire for travel and out-of-pocket expenses reasonably incurred in performing the Services as provided in this Section. Guidewire has a Professional Services travel expense policy (“Policy”) that is comprehensive and meets IRS regulations. Under this policy each member of the team submits an expense report, which is approved by the immediate supervisor and reviewed by Guidewire’s financial group for adherence to the Policy. The Policy requires receipts for all expenses above $25. Guidewire will bill Customer for out of pocket expenses incurred by its staff assigned to the project as specified in Exhibit B to this Agreement.

3.3 Payment Terms . Customer agrees to pay all invoices for Fees and expense reimbursement within thirty (30) days from receipt. Customer shall pay a late fee of one percent (1.0%) per month or the highest rate allowed under the law, whichever is lower, on any overdue amounts.

3.4 Taxes . All fees are exclusive of, and Customer is responsible for, applicable federal, state, or local sales, use, excise, export or other applicable taxes, except for taxes on the net income of Guidewire. Guidewire may add any such taxes to the applicable invoice.

4.1 Ownership . Guidewire shall retain all right, title and interest in and to the Guidewire Technology and, unless otherwise expressly agreed in an executed Statement of Work, all Work Product.

4.2 Work Product . Unless otherwise expressly agreed in an executed Statement of Work, Customer is hereby granted a license to use all Work Product in conjunction with Guidewire’s generally –available software licensed by Customer pursuant to the terms of the separate software license agreement between Guidewire and Customer (“License Agreement”) and solely for the internal business purposes of Customer and its corporate affiliates. No right or licenses are granted except as expressly provided in this Agreement.

4.3 Restrictions . Customer shall not (and shall not allow any third party to) (a) decompile, disassemble, or otherwise reverse engineer the Work Product, (b) remove, alter or obscure any product identification, copyright or other notices contained within or on the Work Product, or (c) modify, adapt or create a derivative work of any part of any Work Product.

5.1 Term . The term of the Agreement shall commence on the Effective Date and shall remain in effect until completion of each Statement of Work issued hereunder, unless terminated earlier as provided herein.

5.2 Termination for Cause . Either party may terminate this Agreement or an individual Statement of Work upon thirty (30) days written notice if the other party shall be in breach or default of any material provision of this Agreement or the Statement or Work, unless such breach is cured during such notice period.

5.3 Effect of Termination . In the event of termination of this Agreement, any amounts owed to Guidewire under this Agreement before such termination will be immediately due and payable. Sections 1, 3, 4.1, 4.2 (unless termination is for Customer’s breach), 4.3, 7, 8.3, and 9 through 11 shall survive termination of this Agreement.

6.     Personnel . Customer shall have the right, in its sole reasonable discretion, to require that Guidewire remove individual personnel from performing services under this Agreement to the extent any such individual’s performance fails to meet the requirements of this Agreement or is otherwise reasonably unacceptable. Further, Guidewire shall use reasonable efforts to maintain continuity among its personnel that are providing Services to Customer, and shall use reasonable efforts to give Customer thirty (30) days prior written notice of any change in personnel. In the event of any such personnel removal, Guidewire shall use commercially reasonable efforts to furnish replacement personnel with the requisite skills, training and experience, subject to Customer’s removal rights described above. In compliance with applicable IRS regulations, Guidewire will assign its personnel to a project for a period not to exceed eleven months, unless otherwise agreed by the parties in writing and upon Customer’s agreement to pay any applicable taxes as specified in Exhibit B to this Agreement.

7.1 Protection of Confidential Information . Each party (“ Receiving Party ”) agrees to keep confidential and not disclose or use except in performance of its obligations under this Agreement, information related to the other party’s (“ Disclosing Party ”) technology, finances or business that the Receiving Party learns or obtains in connection with this Agreement (“ Confidential Information ”). For avoidance of doubt, all Guidewire Technology is the Confidential Information of Guidewire. Neither party shall disclose the terms of this Agreement to any third party without the prior written consent of the other party, except as required by law or in connection with a merger or financing transaction. Each party shall use reasonable precautions to protect the other’s Confidential Information and employ at least those precautions that such party employs to protect its own confidential or proprietary information.

7.2 Exceptions . Confidential Information shall not include information the Receiving Party can document (a) is in or enters (through no improper action or inaction by the Receiving Party or any affiliate, agent or employee) the public domain, or (b) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it by another person without restriction, or (d) was independently developed by it by persons without access to such information and without use of any Confidential Information of the Disclosing Party.

7.3 Required Disclosures . Each party, with prior written notice to the Disclosing Party, may disclose such Confidential Information to the minimum extent it is required to be disclosed pursuant to the lawful requirement or request of a governmental entity or agency (including a court order or subpoena), provided that reasonable measures are taken to seek appropriate confidential treatment or a protective order, or to assist the other party to do so.

8.1 Guidewire hereby represents and warrants to Customer that the Services shall be performed in a professional and workmanlike manner consistent with industry practices.

8.2 Remedy for Breach of Warranty . In the event of a breach of Section 8.1, Customer shall promptly deliver a written notice (a “ Notice ”) thereof to Guidewire, but not later than thirty (30) days from the date on which such Services were performed or such Work Product was delivered. The Notice shall describe the breach in sufficient detail to allow Guidewire to correct such deficiencies or errors (the “ Deficiencie