**Exhibit 10.6****SERVICES AGREEMENT**This Services Agreement (“Agreement”) is entered into as of August 29, 2006, by and betweenJohn J. Andary, an individual, located at 17563 Rolling Woods Circle, Northville, Michigan 48168(hereinafter called “CONSULTANT”) and webMethods, Inc., a company with its principal office at 3877Fairfax Ridge Road-South Tower, Fairfax, Virginia 22030 (including its affiliates, hereinafterreferred to as “CLIENT”).In consideration of the mutual promises and covenants contained herein, the parties hereto agree asfollows:1. Engagement of Consultant; Consulting Tasks; Time Commitment. CLIENT hereby engagesCONSULTANT, and CONSULTANT hereby agrees, to advise CLIENT on the matters, achieve theobjectives and deliver the work product listed in the Scope of Services section inAppendix A attached hereto (hereinafter referred to as the “Services”) in accordancewith the provisions set forth herein. If any provisions of Appendix A conflict withany provisions set forth in this Agreement, the provisions of Appendix A shall govern.CLIENT understands that the manner and means used by CONSULTANT to accomplish the Services isin the sole discretion and control of CONSULTANT. However, CONSULTANT will utilize thehighest degree of skill and expertise in order to professionally accomplish the Services in atimely fashion. Except where the nature of the Services requires that they be performed atspecific times, CONSULTANT is free to choose the specific times at which work will beperformed. However, CONSULTANT and CLIENT agree that the work performed shall be on a five(5) day per week basis (Monday through Friday), and shall principally be performed at theCLIENT’s facilities in Fairfax, Virginia, with travel on behalf of CLIENT when needed.CONSULTANT agrees that he shall not take on any new consulting assignments during the Term ofthis Agreement. Notwithstanding the foregoing, CLIENT acknowledges that CONSULTANT isfinishing tasks for other clients and, as such, understands that CONSULTANT may be unavailableto work on CLIENT projects on approximately four (4) days during this period. CLIENT alsoacknowledges that CONSULTANT shall be largely unavailable August 30, 2006 through September 5,2006. 2. Fees. CLIENT agrees to pay CONSULTANT in accordance with the rates outlined in therate schedule set forth in Appendix A. CONSULTANT agrees to invoice CLIENT bi-weeklyfor all Services performed during the period. CLIENT agrees to remit payment for Services toCONSULTANT within ten (10) business days of receipt of invoice. CLIENT agrees to reimburseCONSULTANT for business and business-related travel expenses as specified in item 3 (Expenses)below. 3. Expenses. CONSULTANT will be reimbursed for reasonable out of pocket business andbusiness-related expenses incurred upon the periodic presentation by CONSULTANT of an itemizedaccount of such expenditures in a form and manner requested by CLIENT. Reasonable out ofpocket business and business-related expenses include, but are not limited to, round-tripairfare each week between consultant’s home and CLIENT’s location, parking fees and groundtransportation, automobile rental, reasonable hotel or corporate apartment accommodations,daily meals or meal allowance, phone and laundry, and other reasonable expenses associatedwith the conduct of the position. Upon reasonable request by CLIENT, CONSULTANT shall travelto appropriate locations to perform the services (where the nature of such tasks so requires)within the Time Commitment noted in item 1 above. Travel time for such requested travel shallcount as time spent on the services. 4. Term. CONSULTANT shall commence work under this Agreement on August 30, 2006 (the“Start Date”). The initial term of this Agreement will be set forth in Appendix A,unless terminated under the provisions of item XX below, or extended by mutual agreement ofthe parties, and will be, at a minimum, ninety (90) consecutive days of full-time consultingservices from the Start Date. The term of this agreement, unless otherwise determined inAppendix A, will be defined by calendar days. The Agreement will be deemed to havebeen extended beyond the original end date on the same terms and conditions stated hereinuntil such time as the CONSULTANT or CLIENT provides thirty (30) days written notice toterminate the agreement. 5. No Conflicts. CONSULTANT represents and warrants that: (a) CONSULTANT is not boundby, and will not enter into, any oral or written agreement with another party that conflictsin any way
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  with CONSULTANT’s obligations under this Agreement or any agreement made or to be made inconnection herewith and (b) CONSULTANT’s agreements and performance under this Agreementand such related agreements do not require consent or approval of any person that has notalready been obtained. 6. Confidentiality of Protected Information. As a condition to CONSULTANT’s engagementhereunder, CONSULTANT to enter into CLIENT’s standard Non-Disclosure Agreement, a form ofwhich is attached hereto as Exhibit 1, pursuant to which CONSULTANT agrees to maintainin confidence and not to disclose to any person, firm or corporation, without CLIENT’s priorconsent, any trade secret or confidential information, knowledge or data relating to theproducts, process or operations of the CLIENT. CONSULTANT further agrees to maintain inconfidence and not to disclose to any person, firm or corporation any data, information,technology or material developed or obtained by CONSULTANT during the term of this Agreement.CONSULTANT shall not disclose any information to CLIENT which CONSULTANT believes to beconfidential or proprietary to itself or any third party. 7. Insurance. CLIENT agrees to maintain and administer any and all professionalliability and other appropriate insurance coverage for the CONSULTANT while this Agreement isin force. See Item 9 below. 8. Termination.   (a) This Agreement may be terminated by either party on thirty (30) days’ prior writtennotice to the other, regardless of whether or not the services have yet been completed. Ontermination, CONSULTANT shall deliver to CLIENT any supplies or equipment provided byCLIENT for use in performing the services, and all physical property and documents or othermedia (including copies) that contain Protected Information.   (b) In the event of the termination of this Agreement:    (1) By CONSULTANT upon CLIENT’s breach or violation of any material provisions of thisAgreement, which breach or violation shall not be cured within ten (10) days afterwritten notice thereof, the obligation of CLIENT to pay fully on this Agreement forServices rendered will not terminate and, as such, all amounts owing to CONSULTANThereunder, including reimbursement of business and business-related travel expenses,shall be paid to CONSULTANT immediately upon termination;    (2) By CONSULTANT without cause (as defined in Item 9.b(1) above), no further paymentsfor Services shall be due and payable by CLIENT hereunder for Services rendered after thetermination;    (3) By CLIENT upon CONSULTANT’s willful negligence or insubordination, which shall notbe cured within ten (10) days after written notice thereof, no further payments forServices shall be due and payable by CLIENT hereunder for Services rendered after thetermination; and    (4) By CLIENT without cause (as defined in Item 9.b(4) above), the obligation of CLIENTto pay fully on this Agreement for Services rendered will not terminate and, as such, allamounts owing to CONSULTANT hereunder, including reimbursement of business andbusiness-related travel expenses, shall be paid to CONSULTANT immediately upontermination. 9. Independent Contractor; No Employee Benefits. The relationship between CONSULTANTand CLIENT, established by this Agreement, will be that of independent contractor. CONSULTANTshall at all times act as an independent contractor and not as an employee of CLIENT.Accordingly, CONSULTANT understands that CLIENT will not pay or withhold from payments toCONSULTANT under this Agreement any FICA (social security), state unemployment or disabilityinsurance premiums, state or federal income taxes, or other taxes and that CONSULTANT will beresponsible for payment of all fees and taxes, including federal, state and local taxes,arising out of CONSULTANT’s activities in accordance with this Agreement, including paying hisown federal self-employment tax (in lieu of FICA), state and federal income taxes (includingestimated tax payments) and other applicable taxes. CONSULTANT also understands that he willreceive no employee benefits of any kind, including, for example, health insurance.Notwithstanding the foregoing, CLIENT agrees to add CONSULTANT’s name as a “named insured” onthe current
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  CLIENT D&O liability insurance policy (and any future CLIENT D&O liability insurancepolicies that may cover the Term of this Agreement, effective August 30, 2006. During theTerm of the Agreement, CONSULTANT will be subject to all of the restrictions imposed onexecutive officers with regard to trading in CLIENT securities. 10. Miscellaneous. Neither party has any authority to bind the other in any way.Nothing herein shall be construed to create a relationship between the parties in the natureof a profit sharing, partnership, joint venture, principal/agent, employment, or any otherrelationship which might impose liability on any party hereto for its past, present, or futuredebts, liabilities, obligations, acts, or omissions. This Agreement, and that Non-DisclosureAgreement dated August 23, 2006 (“Non-Disclosure Agreement”) by and between the partieshereto, constitute the entire agreement between the parties relating to the subject matterhereof. Except as expressly provided herein, this Agreement and the Non-Disclosure Agreementshall not be amended except by written agreement between the parties. No oral waiver,amendment or modification shall be effective under any circumstances, and the failure ofeither party at any time to require performance by the other party of any provision hereofshall not be taken or held to be a waiver of the provision itself. If any word, phrase,clause, sentence, provision, paragraph, term, covenant or conditions of this Agreement is orshall be held invalid or unlawful for any reason by a court of competent jurisdiction, thesame shall be deemed severed from the remainder hereof, and stricken there from, and shall inno way affect or impair the validity of this Agreement or any other portion thereof, and thisAgreement shall otherwise remain in full force and effect. The representations and warrantiesherein shall survive termination or expiration of this Agreement. This Agreement shall begoverned and construed under the laws of the Commonwealth of Virginia, excluding choice of lawrules. 11. Taxpayer Identification Number. The information in this item is provided in lieu ofIRS Form W-9. CONSULTANT’s taxpayer identification number is:Social Security Number: _____ __ ____(for individual or sole proprietorships).OREmployer I.D. Number:IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date set forthabove.   Consultant: **John J. Andary** Client: **webMethods, Inc.**         Signed /s/ John J. Andary Signed /s/ Douglas W. McNitt      Name/Title Consultant Name/Title Executive Vice President   Date: Date:
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**APPENDIX A****SERVICE AGREEMENT** 1. **SCOPE OF SERVICES:**    CONSULTANT shall advise CLIENT on the matters, achieve the objectives and deliver the workproduct arising from a full-range of Interim Chief Financial Officer services, including,without limitation, leading the CLIENT’s Accounting and Finance organization, on an interimbasis, as “Interim CFO”, which includes holding responsibility for financial accounting,reporting and certification, financial planning, budgeting and analysis, investorrelations, treasury and tax, risk management, travel and facilities.    CONSULTANT shall report directly to the CEO, and shall also have direct and unfetteredaccess to the Audit Committee of the Board of Directors of CLIENT.    CONSULTANT shall be an interim member of the executive management team (“XMT”) and attendXMT and other executive staff meetings.    CONSULTANT shall lead an assessment of the Finance team and shall recommend to the CEOstaffing / hiring decisions appropriate to the needs of the organization.  2. **RATE SCHEDULE:**       Consultant Name Rate Start Date End Date**JOHN J. ANDARY** **$220.00 per hour** **8/30/2006** **12/06/2006 — w/extensionpossible.**It is the intention of the parties that CONSULTANT will devote on average at least onehundred sixty (160) hours per month to CLIENT during the Term.   Consultant: **John J. Andary** Client: **webMethods, Inc.**         Signed /s/ John J. Andary Signed /s/ Douglas W. McNitt      Name/Title Consultant Name/Title Executive Vice President   Date: Date:
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