SPSS Inc. Registration Statement for Securities to Be Issued

§ 6.17 Form: Employee Confidentiality and Non-Competition Agreement

I understand that ABC Company ("the Company") has developed and uses and will be developing and using confidential and proprietary information in connection with its business. "Confidential and proprietary information" includes, but is not limited to, information about the computer programs or systems developed or improved by the Company, customers and prospective customers, profits, sales, suppliers, personnel, pricing policies, operational methods, technical processes and other business affairs and methods, plans for future developments and other information which is not readily available to the public. This information was developed and will be developed by the Company or its customers at great expense and constitutes trade secrets of the Company or its customers. To safeguard this confidential and proprietary information, the Company has instituted policies and procedures to protect the such information.

In connection with my employment as of the Company, I will come into contact with such confidential and proprietary information.

I understand that the confidential and proprietary information is vital to the success of the Company's business and, in consideration of and as a condition to my employment by the Company and the wages to be paid to me for my services, I agree as follows:

1. Confidential Information

I agree that during and after the term of my employment with the Company:

1.1. I shall keep secret all confidential and proprietary information and not reveal or disclose it to anyone outside of the Company, except with the Company's prior written consent;

1.2. I shall not make use of any confidential and proprietary information for my own purposes or the benefit of anyone other than the Company; and

1.3. I shall deliver promptly to the Company, upon the termination of my employment or at any other time the Company may so request, all memoranda, notes, records and other documents (and all copies thereof) constituting or relating to the confidential and proprietary information which I may then possess.

2. Covenant Not to Compete

2.1. In recognition of the matters described in paragraph 1 hereof, the fact that I will have direct and frequent contact with actual and prospective clients of the Company in the course of my duties as and the fact that the execution of this Agreement is a condition to my employment by the Company, I covenant and agree that during the term of my employment with the Company and for a period of one (1) year thereafter (regardless of the reason my employment is terminated), I shall not, directly or indirectly, (i) enter into the employ of, become interested in (in any capacity) or render any services to, any person or entity engaged in any business competitive with the business of the Company within a 50 mile radius of any location where the Company is actively engaged, or proposes to engage, in business on or prior to the termination of my employment; (ii) engage in any such business for my own account; (iii) contact or solicit, or attempt to contact or solicit, any person or entity which is a customer of the Company or has been contacted, orally or in writing, by the Company as a potential customer on or prior to the termination of my employment; or (iv) hire, subcontract, employ or engage, or contact or solicit, or attempt to contact or solicit, for the purpose of hiring, contracting, employing or engaging any person or entity who was an employee or subcontractor of the Company on or prior to the termination of my employment.

2.2. I further agree that the period of time and geographical area specified in paragraph 2.1 is reasonable in view of the nature of the business in which the Company is engaged and proposes to engage, my access to the confidential and proprietary information of the Company and knowledge of the Company's business.

3. Enforcement

3.1. I agree that if I commit a breach of any of the provisions of paragraph 1 or 2, the Company shall have the right to enforce this Agreement in any court having equity jurisdiction. I acknowledge and agree that any such breach of this Agreement by me will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company.

3.2. I further agree that the rights enumerated in paragraphs 1 and 2 and the remedies enumerated in paragraph 3.1 shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. If all or any of the agreements contained in paragraphs 1 or 2 are hereafter declared to be invalid or unenforceable, the same shall not affect the remainder of the agreements or rights or remedies which shall be given full effect without regard to the invalid portions. If any of the agreements contained in paragraphs 1 or 2 is held to be invalid or unenforceable because of the duration of such provision or the area covered thereby, the parties agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and in its reduced form said provision shall then be enforceable.

4. New York Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, I have executed this Agreement on the day and year set forth below.