Common use of Governmental Claims Clause in Contracts

Governmental Claims. Notwithstanding anything in this Agreement to the contrary (including Section 4.6 hereof) and unless prohibited by applicable legal requirements or by a Governmental Authority, SAP may, in its sole discretion, have exclusive authority and control over the investigation, prosecution, defense and appeal of all Third Party Claims initiated by a Governmental Authority, including those relating to or arising in connection with the Qualtrics Business, unless any such matter does not involve the SAP Group and is not reasonably likely to materially affect the SAP Group, other than in its capacity as a shareholder of Qualtrics, as reasonably determined by SAP. SAP shall reasonably and fairly allocate to Qualtrics, and Qualtrics shall be responsible for, all costs, fines and penalties incurred by Qualtrics and SAP (including all attorneys’, accountants’, consultants’ and other professionals’ fees and expenses) in connection with any compromise, settlement, consent or judgment resulting from any investigation, prosecution, defense or appeal, attributable to the Qualtrics Business or the Qualtrics Liabilities, as allocated to Qualtrics. For the avoidance of doubt, this Section 4.7(d) applies to Third Party Claims initiated by a Governmental Authority and not to Third Party Claims initiated by other third parties that are merely brought before or through a Governmental Authority.