Common use of Selection of Auditors Clause in Contracts

Selection of Auditors. (i) Qualtrics shall select the independent certified public accountants (“Qualtrics’ Auditors”) used by SAP to serve as its (and its Subsidiaries’) independent certified public accountants (“SAP’s Auditors” and, for the avoidance of doubt, should SAP at any time change the accounting firm serving as its independent certified public accountants, “SAP’s Auditors” shall thereafter mean the new firm serving as SAP’s independent certified public accountants) for purposes of providing an opinion on its consolidated financial statements; provided, however, that Qualtrics’ Auditors may be different from SAP’s Auditors if necessary to comply with applicable laws, regulations or rules regarding auditor independence and qualifications (provided, however, that Qualtrics shall use commercially reasonable efforts to ensure that neither it nor its directors, officers or employees take any actions that could reasonably be expected to require Qualtrics to engage auditors other than SAP’s Auditors). The foregoing shall not be construed after Qualtrics conducts an IPO so as to unlawfully limit any responsibility of the audit committee of the Qualtrics Board, pursuant to Rule 10A-3(b)(2), to appoint, compensate, retain and oversee the work of the registered public accounting firm Qualtrics engages.