FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made effective as of [_____], 2020 (the “Effective Date”), by and between Qualtrics International Inc., a Delaware corporation (the “Company”), and [_____], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Master Transaction Agreement is dated as of the [__] day of [__], 202[_], between SAP SE, a European Company (Societas Europaea), registered in accordance with the corporate laws of Germany and the European Union (“SAP”), and Qualtrics International Inc., a Delaware corporation (“Qualtrics”, with each of SAP and Qualtrics a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE VI hereof.
REAL ESTATE MATTERS AGREEMENTReal Estate Matters Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Real Estate Matters Agreement is dated as of the [ ] day of [ ], 202[ ], among Qualtrics International Inc., a Delaware corporation (“Qualtrics”), SAP SE, a Societas Europaea registered in accordance with the corporate laws of Germany and the European Union (“SAP”). Qualtrics and SAP are sometimes referred to herein separately as a “Party” and together as the “Parties”.
FORM OF EMPLOYEE MATTERS AGREEMENTdated as of [ ]betweenSAP SEandQUALTRICS INTERNATIONAL INC.Employee Matters Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Intellectual Property Matters Agreement (this “Agreement”) is dated as of the [ ] day of [ ], 202[ ], between SAP SE, a Societas Europaea registered in accordance with the corporate laws of Germany and the European Union (“SAP”), and Qualtrics International Inc., a Delaware corporation (“Qualtrics” with each of SAP and Qualtrics a “Party,” and together, the “Parties”).
FORM OF INSURANCE MATTERS AGREEMENTInsurance Matters Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Insurance Matters Agreement is dated as of the [ ] day of [ ], 202[ ], between Qualtrics International Inc., a Delaware corporation (“Qualtrics”), and SAP SE, a European Company (Societas Europaea), registered in accordance with the corporate laws of Germany and the European Union (“SAP”). Qualtrics and SAP are sometimes referred to herein separately as a “Party” and together as the “Parties”.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Administrative Services Agreement is dated as of the [ ] day of [ ], 202[ ], between Qualtrics International Inc., a Delaware corporation (“Qualtrics”), SAP SE, a Societas Europaea registered in accordance with the corporate laws of Germany and the European Union (“SAP SE”), and SAP America, Inc., a Delaware corporation (“SAP America” and, together with SAP SE, “SAP”). Qualtrics and SAP are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
DISTRIBUTION AGREEMENTDistribution Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Distribution Agreement (this “Agreement”) is dated as of the [ ] day of [ ], 202[ ] (the “Effective Date”), between Qualtrics International Inc., a Delaware corporation (“Qualtrics”), and SAP SE, a Societas Europaea registered in accordance with the corporate laws of Germany and the European Union (“SAP”). Qualtrics and SAP are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article X hereof.
FORM OFTAX SHARING AGREEMENTdated as of [ ]amongSAP SE,SAP AMERICA, INC. AND THEIR AFFILIATESandQUALTRICS INTERNATIONAL INC.AND ITS AFFILIATESTax Sharing Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Tax Sharing Agreement (this “Agreement”) is dated as of the [ ] day of [ ], 202[ ], among Qualtrics International Inc., a Delaware corporation (“Qualtrics”), each Qualtrics Affiliate (as defined below), SAP SE, a Societas Europaea registered in accordance with the corporate laws of Germany and the European Union (“SAP”), SAP America, Inc., a Delaware corporation ("SAP America"), and each other SAP Affiliate (as defined below). Qualtrics, each Qualtrics Affiliate, SAP, SAP America and each other SAP Affiliate are sometimes referred to herein separately as a “Party” and together as the “Parties”.
QUALTRICS INTERNATIONAL INC. CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • December 17th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 8, 2020, by and between QUALTRICS INTERNATIONAL INC., a Delaware corporation (the “Company”), and Q II, LLC, a Utah limited liability company (the “Investor”).
