SPSS INC
CONSULTING AGREEMENT, DATED AS OF JUNE 1, 2003
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<TYPE>EX-10.46
<SEQUENCE>3
<FILENAME>c80779exv10w46.txt
<DESCRIPTION>CONSULTING AGREEMENT, DATED AS OF JUNE 1, 2003
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                                                                   EXHIBIT 10.46


                              CONSULTING AGREEMENT

         CONSULTING AGREEMENT, dated as of June 1, 2003 (the "Agreement"), by
and between SPSS Inc., a Delaware corporation ("SPSS"), and Norman H. Nie
Consulting L.L.C., an Illinois Limited Liability Company, (the "Consultant").

                                   WITNESSETH:

         WHEREAS, Consultant previously served as an employee of SPSS and
currently has expertise in the areas of software development and marketing; and

         WHEREAS, SPSS desires Consultants services and Consultant is desirous
to enter into this consulting agreement on the terms and conditions provided
herein.

         NOW, THEREFORE, in consideration of the premises, the representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                   (1)ARTICLE

                              CONSULTING AGREEMENT

1.1 Consultancy. Subject to the terms and conditions of this Agreement, SPSS
agrees to retain Consultant, and Consultant agrees to provide consulting
services as documented in this Agreement.

1.2 Consulting Services. Consultant shall use its expertise to assist SPSS
during its efforts to reengineer the business processes in the SPSS Dallas
office, and as SPSS retargets its nationwide sales efforts. Consultant will be
an important resource in understanding what SPSS

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should be selling, to whom SPSS should be selling it, how SPSS should be selling
it, and how we can do our job so that it is technically strong and operationally
economical.

1.3 Compensation. Except for the five (5) month period set forth in the next
sentence, Consultant shall be paid a fee of $10,000 per month for the work set
forth in Section 1.2 above. For a period of five (5) months beginning September
2003 and ending January 2004, Consultant shall be paid a fee of $15,000 for the
services set forth in Section 1.2. Consultant shall be paid on the first day of
each calendar month. If the Agreement is terminated in the middle of the month,
Consultant shall return to SPSS a pro-rata portion of the fee paid for such
month.

1.4 Term and Termination. This Agreement shall continue until one of the parties
sends the other party fifteen (15) days notice that it wishes to terminate this
Agreement. The parties agree to discuss on a quarterly basis whether the
services being provided by Consultant to SPSS are still needed.

1.5 Expenses. In addition to the compensation payable under Section 1.3 hereof,
with the advance approval of the Chief Financial Officer, Consultant shall be
entitled to reimbursement for his reasonable out-of-pocket expenses incurred in
performing requested services under this Agreement.

                                   (2)ARTICLE

                                  GENERAL TERMS

2.1 Relationship Between the Parties. The relationship of Consultant acting in
his capacity as a consultant pursuant to Article I hereof, to SPSS hereunder is,
and shall remain, that of an independent contractor. Nothing in this Agreement
shall be deemed to constitute an employee/employer, partnership or fiduciary
relationship between the parties. Except as specifically provided herein,
nothing in this Agreement shall be deemed to constitute either party as the
agent of the other, nor shall either party have the right to bind the other
party or make any promises or representations on behalf of the other.

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2.2 Confidential Information. The Consultant shall not at any time during or for
a period of five after the expiration or termination of this Agreement, except
pursuant to an order of any court of competent jurisdiction, administrative
agency or other governmental entity having authority to so require, and except
for the purposes of any tax return and/or report required to be made to any
taxing authority, directly or indirectly, divulge, furnish, or cause to be
divulged or furnished to any individual or entity, other than SPSS or any
employee of SPSS, or make any use for his own benefit, or for the benefit of any
person, firm, corporation or other entity, other than SPSS or an affiliate
thereof, any secret or confidential information of SPSS, including but not
limited to, the names of customers, customer information, financial information,
technical information, supplier information, details or information concerning
contracts, trade secrets, marketing information, or any other data, information
or proprietary information of or relating to the Business, SPSS or any affiliate
thereof, or their respective products or services, to the extent not generally
known within the trade or not a matter of public knowledge and which was
acquired by the Consultant during his employment with SPSS or obtained in
connection with his duties hereunder during the term of this Agreement.



2.3 Non-Competition. The Consultant hereby covenants and agrees that, for the
period of the consultancy and for a period of one year thereafter, the
Consultant shall not (i) directly or indirectly (whether through a partnership
of which the Consultant is a partner or through any other individual or entity
in which the Consultant has any interest, legal or equitable), engage in any
business competitive with the business of SPSS or its subsidiaries and
affiliates, (ii) directly or indirectly (whether through a partnership of which
the Consultant is a partner or through any other individual or entity in which
the Consultant has any interest, legal or equitable), solicit or otherwise
engage with (except pursuant to the Consultant's consultancy with SPSS) any
customers or clients of SPSS or its subsidiaries or affiliates, in any
transactions which are in direct competition with the business of SPSS or its
subsidiaries or affiliates, or (iii) directly or indirectly (whether through a
partnership of which the Consultant is a partner or through any

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other individual or entity in which the Consultant has any interest, legal or
equitable), assist any person in the development, programming, servicing,
maintenance, manufacture, sale, licensing, distribution or marketing (including,
without limitation, giving away software) of software and related products in
competition with SPSS or any of its affiliates' products, in each case in the
United States of America or any country where SPSS or its subsidiaries or
affiliates are doing business, excluding passive investment interests of less
than two percent (2%) in corporations whose stock is registered under the
Securities Exchange Act of 1934, as amended.

                                   (3)ARTICLE

                                   INVENTIONS

3.1 Definition of Inventions. "Inventions" 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 or developed by Consultant in
the course of the Consultant's engagement by SPSS.

3.2 Consultant shall promptly disclose to SPSS the products of the work
performed hereunder, and those products will be deemed to be a "work made for
hire"; and SPSS shall be considered to be the person for whom the work was
prepared under the copyright laws of the United States.

3.3 Assignment of Inventions. For value received, Consultant hereby assigns to
SPSS Consultant's sole and exclusive right, title and interest in and to (a) any
Invention developed by the Consultant for SPSS, and (b) any Invention developed,
in whole or in part, using Confidential Information of SPSS.

3.4 Further Assurances. Consultant agrees to execute and deliver any instruments
or documents and to do all other things (including, without limitation, the
giving of testimony) reasonably requested by SPSS (both during and after
Consultant's engagement by SPSS) in order to vest more fully in SPSS all
ownership rights in the Inventions covered by Section 3.2 hereof



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(including, without limitation, securing patent and copyright registrations for
such Inventions). SPSS will reimburse Consultant for reasonable out-of-pocket
expenses incurred by Consultant to comply with the foregoing.

3.5 Notice. During the term of Consultant's engagement and for a period of 12
months thereafter, Consultant will promptly notify SPSS of each Invention and
include a reasonably detailed description thereof in order that a determination
can be made as to whether the Invention in question is subject to this
Agreement.

3.6 Copyrights and Patents. In addition to the assignment of Inventions made
above, Consultant also assigns to SPSS the entire right, title and interest to
any copyrights and any work which may not be deemed "work made for hire" under
the copyright laws, but which is produced by Consultant in accordance with the
terms of this Agreement. Consultant further agrees to execute any documents
which may be necessary or appropriate to allow SPSS to perfect its interest in
the copyright for such works. Consultant shall not be entitled to any additional
payment or compensation for assisting and cooperating with SPSS in obtaining
these copyrights, except for reimbursement of reasonable expenses incurred by
Consultant in performing his obligations under the previous sentence.

3.7 SPSS shall have title to any Inventions which are made during the course of
work under this Agreement as well as any patents thereon in all countries. If
Consultant hires employees or subcontractors to perform his obligations
hereunder, if Consultant agrees to enter into agreements with such employees or
subcontractors to protect the Confidential Information and Inventions for the
benefit of SPSS to the same extent provided for hereunder, and to submit a
duplicate original of all such agreements to SPSS prior to the rendering of any
services by any employee or subcontractor under this Agreement. Consultant
agrees to give SPSS or any party designated by SPSS all assistance reasonably
required to perfect the rights described above.

                                   (4)ARTICLE

                                  MISCELLANEOUS

4.1 Equitable Relief. The Consultant understands that a breach by it of any
provision of this Agreement may cause substantial injury to SPSS which may be
irreparable and/or in

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amounts difficult or impossible to ascertain, and that in the event the
Consultant breaches any provision of this Agreement, SPSS shall have, in
addition to all other remedies available in the event of a breach of this
Agreement, the right to injunctive or other equitable relief. Further, the
Consultant acknowledges and agrees that the restrictions and commitments set
forth in this Agreement are necessary to protect SPSS's legitimate interests and
are reasonable in scope, area and time, and that if, despite this acknowledgment
and agreement, at the time of the enforcement of any provision of this Agreement
a court of competent jurisdiction shall hold that the period or scope of such
provision is unreasonable under the circumstances then existing, the maximum
reasonable period or scope under such circumstances shall be substituted for the
period or scope stated in such provision.

4.2 Notices. Any notice, request, instruction or other document to be given
hereunder by one party hereto to the other party hereto shall be in writing and
delivered personally (effective upon delivery), sent by overnight courier
freight prepaid (effective one day after delivery to such courier during its
regular business hours), sent by registered or certified mail, postage prepaid
(effective 5 days after deposit in the U.S. Mail) or sent by facsimile
transmission (effective upon confirmation of receipt),

if to Consultant to:

                                    Norman H. Nie Consulting
                                    300 Hyndman Creek Road
                                    Hailey, Idaho 83333
                                    Facsimile number: (208) 788-2891


if to SPSS to:       SPSS Inc.      233. S. Wacker
                                    Chicago, IL 60606
                                    Attention: Chief Financial Officer
                                    Facsimile number:  (312) 329-3560

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or to such other address as shall be provided to the other persons named herein
pursuant to notice given pursuant to the provisions of this Section 4.2.

4.3 Arbitration. Any dispute as to termination for Cause under Section 1.5
hereof shall be settled by arbitration in the City of Chicago, Illinois by three
arbitrators, one of whom shall be appointed by Consultant, one of whom shall be
appointed by SPSS and the third of whom shall be appointed by the first two
arbitrators. If either party fails to appoint an arbitrator within 20 days of a
request in writing by the other party to do so, or if the first two arbitrators
cannot agree on the appointment of a third arbitrator within 20 days of their
designation, then such arbitrator shall be appointed by the Chief Judge of the
United States District Court for the Northern District of Illinois. Except as to
the selection of arbitrators which shall be as set forth above, the arbitration
shall be conducted promptly and expeditiously in accordance with the commercial
arbitration rules of the American Arbitration Association so as to enable the
arbitrators to render an award within 90 days of the commencement of the
arbitration proceedings. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof. Consultant, on the one
hand, and SPSS, on the other hand, shall each bear one-half of the expenses of
the arbitration; except that, in the case where the parties are unable to agree
on a single arbitrator, each party shall bear the expenses of the arbitrator it
selects.

4.4 Assignment. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by either of the parties, except by
operation of law and except that SPSS may assign its rights and obligations
under this Agreement to any affiliate of SPSS. If such assignment shall be made
by SPSS, such affiliate shall be entitled to all of the rights and shall assume
all of the obligations of SPSS hereunder, provided, that SPSS shall remain
liable for the performance of such affiliate's obligations hereunder.

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4.5 Effect and Benefit. This Agreement shall be binding upon and inure to the
benefit of the heirs and personal representatives of the Consultant and to the
successors and assigns of SPSS.

4.6 Governing Law. The validity, interpretation and performance of this
Agreement shall be governed and construed in all respects in accordance with the
internal substantive laws of the State of Illinois, without regard to its
conflicts of law principles.

4.7 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall constitute an original but all of which together shall
constitute one and the same agreement.

4.8 Severability. The provisions of this Agreement shall be severable, and the
invalidity of any one or more of such provisions shall not affect the validity
of any of the other provisions hereof.

4.9 Amendment and Modification. No amendment, modification or alteration, nor
any waiver, of the terms and conditions of this Agreement shall be binding
unless the same shall be in writing and duly executed by the parties hereto.

4.10 Waiver of Breach. The waiver by one party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach of the same or any other provision of this Agreement by
that party.

4.11 Expenses. Except as otherwise provided, the Consultant and SPSS shall each
pay all costs and expenses incurred by him or it or on his or its behalf in
connection with this Agreement and the transactions contemplated hereby,
including, without limiting the generality of the foregoing, fees and expenses
of its own financial consultants, accountants and counsel.


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         IN WITNESS WHEREOF, each of the parties has caused this Consulting
Agreement to be duly executed and delivered as of the day and year first above
written.

                                    SPSS INC.

                                    By:   /s/ Edward Hamburg
                                          -------------------------------------

                                    Its:  Executive Vice President, Corporate
                                          -------------------------------------
                                          Operations,  Chief Financial Officer
                                          -------------------------------------
                                          and Secretary
                                          -------------------------------------

                                    NORMAN H. NIE CONSULTING, L.L.C.


                                          /s/ Norman H. Nie
                                    -------------------------------------------
                                    By:  Norman H. Nie
                                    Its: President

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