Exhibit
10.1


CONTRACT
SERVICES AGREEMENT


This
Agreement is made as of August 2, 2006 by and between Morningstar, Inc.,
hereinafter referred to as “Morningstar” and Mike Henkel, hereinafter referred
to as “Contractor” and shall become effective October 1, 2006.


1.             SERVICES
TO BE PROVIDED


For
a period of nine (9) months, beginning October 1, 2006, Contractor is hereby
retained to perform Consulting services for Morningstar’s Ibbotson Advice and
Consulting business from time to time on a limited basis and at mutually agreed
times.


2.             FEE


For
all services rendered by Contractor under this Agreement, Morningstar shall pay
Contractor a fee of $11,111 dollars per month on the first business day of the
month for each of the nine (9) months of the term hereof.  Contractor shall be respon­sible for payment
of all state and federal taxes in connection with performance of the services
and receipt of compensation under this Agreement.  Contractor will not be an employee of
Morningstar and will not be entitled to any pay, benefits or other perquisites
of employment that may be provided to Morningstar employees.


Contractor shall
be responsible for the provision of routine supplies and payment of routine
expenses incurred in connection with providing services under this Agreement.  Reasonable non-routine expenses incurred on
behalf of Morningstar such as out-of-town travel and long-distance telephone
charges shall be reimbursed if approved in advance and supported by appropriate
documentation.









 



 3.            INDEPENDENT CONTRACTOR STATUS


Contractor is retained
by Morningstar only for purposes and to the extent set forth in this Agreement,
and nothing in this Agreement shall be considered to create the relationship of
employer and employee between the parties upon the effectiveness hereof.  Contractor shall be deemed at all times to be
an independent contractor and neither party has the authority to bind the other
to any third person or to otherwise act in any way as the represen­tative of
the other, unless otherwise expressly agreed to in writing signed by both
parties hereto.


 It is understood and agreed that Contractor
has full dominion and control over the means by which the services are to be
performed under this Agreement and that any approval by Morningstar of plans,
methods or techniques or evaluation of the quality of services being provided
shall not be construed to alter the independent contractor status.


4.             OTHER WORK


Contractor may undertake
for remuneration such other work, contracts or arrangements as the Contractor
deems desirable provided that it does not materially interfere with the
provision of services under this Agreement.


5.             CUSTOMER CONTACT


All contact
between Contractor and Morningstar customers or prospective customers in
connection solely with the provision of services hereunder will be conducted
through or with the prior approval of Morningstar’s CEO or COO.









 



6.             RESTRICTIVE COVENANTS.


Contractor
acknowledges and agrees that the covenants described in this paragraph are
essential terms of this Agreement and are necessary for the protection of the
business interests of Morningstar, including but not limited to its
Confidential Information and customer relationships, and that these covenants
do not place undue restraint on Contractor’s livelihood.


Non-Competition.
While Contractor is providing services under this Agreement, Contractor will
not engage directly or indirectly in the Prohibited Business.  The term “Prohibited Business” shall mean (i)
providing 401(k) investment advice services to plan providers as an independent
expert and (ii) providing asset allocation and fund selection services to
mutual fund of funds as an independent consultant.  The limitations set forth in this Paragraph
shall be applicable to Contractor acting as a proprietor, partner, joint
venture, shareholder (other than as a shareholder of not more than 1% of the
equity of any publicly traded company held for investment purposes only), as a
lender or bond or debenture holder, as a consultant or adviser, or in any other
capacity of or with any corporation, association or other entity, or as an
agent or representative of any of the foregoing.


Non-Disclosure of
Confidential Information. 
Contractor agrees not to use or disclose any Confidential Information
concerning the business or affairs of Morningstar or any Morningstar customer
unless required to do so by a court of competent jurisdiction.  Confidential Information includes, without
limitation, information concerning existing and prospective customers, existing
and prospective marketing plans and activities, financial information, business
plans, trade secrets, and other non-public information.  Confidential Information further includes,
without limitation, Confidential Information acquired by Morningstar by virtue
of its acquisition of Ibbotson Associates.









 



Solicitation of
Employees.  Contractor
agrees that during the term of this Agreement, Contractor will not solicit any
employee of Morningstar to cease employment with Morningstar.


Contractor
acknowledges that full compliance with all of the covenants set forth in this
paragraph is necessary to protect Morningstar’s valuable business interests,
including but not limited to the customer relationships, goodwill, and
Confidential Information that Morningstar acquired by virtue of its acquisition
of Ibbotson.  Contractor further
acknowledges that his failure to comply with these restrictive covenants may
damage Morningstar in a manner for which there will be no adequate remedy at
law.  Therefore, in the event of a breach
of any of these covenants, Contractor acknowledges and agrees that Morningstar
may be entitled to injunctive relief and Morningstar may further be entitled to
such other relief, including money damages, as may be deemed appropriate by a
court of competent jurisdiction or an arbitrator.  If any court should at any time find any one
of these covenants to be unenforceable or unreasonable as to scope, territory
or period of time, then the scope, territory or period of time of the covenant
shall be that determined by the court to be reasonable, and the parties hereby
agree that the court has the authority to so modify any of these covenants as
necessary to make the covenant enforceable.


7.             AUTHORIZATION.


Contractor does
not have authority to bind Morningstar to any contracts or commitments with a
monetary value in excess of one hundred dollars ($100.00) without prior
approval of Morningstar’s CEO, CFO or COO and agrees not to create any such
obligation for Morningstar or bind or attempt to bind Morningstar upon the
effectiveness of this Agreement.


8.             GOVERNING LAW.


This agreement is
to be executed in the State of Illinois and shall be interpreted, construed and
enforced under the laws of the State of Illinois.









 



9.             SEVERABILITY. The
terms and provisions of this agreement shall be deemed separable, so that if
any term or provision is deemed to be invalid or unenforceable, such term or
provision shall be deemed deleted or modified so as to be valid and enforceable
to the full extent permitted by applicable law.


10.          ENTIRE
AGREEMENT.


The terms of this
Agreement constitute the entire agreement between Contractor and Morningstar
with respect to the subject matter hereof, and supersede any prior agreement,
whether oral or written, between Contractor and Morningstar respect to the
subject matter hereof.  Any amendment or
modification hereto must be made in writing.


11.          ARBITRATION.  In the event that a dispute arises with
respect to the application or interpretation of this agreement, the parties
agree to submit such dispute to final and binding arbitration under the rules
of the American Arbitration Association (“AAA”).  Upon request of either party, the AAA shall
provide a list of seven (7) arbitrators from Illinois, Wisconsin or Indiana who
are members of the National Academy of Arbitrators.  Each party shall have the right to reject one
panel of arbitrators so provided.  The
parties shall select the arbitrator from the panel by alternate strikes, with
the order of strikes to be determined by a coin toss.  The arbitrator’s authority shall be limited
to interpretation of this Agreement and the arbitrator shall have no authority
to modify or add to the terms hereof.









 



IN WITNESS
WHEREOF, Contractor has executed this Agreement and Morningstar has caused this
Agreement to be executed by its CEO, Joe Mansueto, on the day and year above
written.


	
  Contractor

  	
   

  	
  MORNINGSTAR, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Mike Henkel

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Joe Mansueto

  	
   

  
	
  Mike Henkel

  	
   

  	
   

  	
   

  	
  Joe Mansueto, CEO