FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 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 28th, 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 28th, 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 STOCKHOLDERS’ AGREEMENT dated as of [__] among QUALTRICS INTERNATIONAL INC., SAP AMERICA, INC., SILVER LAKE PARTNERS VI DE (AIV), L.P. and Q II, LLCStockholders’ Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Stockholders’ Agreement (this “Agreement”) is entered into as of [__], 202[_], by and among Qualtrics International Inc., a Delaware corporation (the “Company”), SAP America, Inc., a Delaware corporation (“SAP”), Silver Lake Partners VI DE (AIV), L.P., a Delaware limited partnership (“Silver Lake”), and Q II, LLC, a Utah limited liability company (“Q II”). Each of the foregoing is referred to as a “Party” and together as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 1.1.
FORM OF EMPLOYEE MATTERS AGREEMENTdated as of [ ]betweenSAP SEandQUALTRICS INTERNATIONAL INC.Employee Matters Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
INTELLECTUAL PROPERTY MATTERS AGREEMENTIntellectual Property Matters Agreement • December 28th, 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 28th, 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 28th, 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 28th, 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 28th, 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 28th, 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”).
LEASE AGREEMENT BETWEEN TIMP CAMPUS LLC, a Wyoming limited liability company AS LANDLORD, AND QUALTRICS, LLC, a Delaware limited liability company AS TENANTLease Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Utah
THIS LEASE AGREEMENT (referred to herein as the “Lease”), which includes the preceding Summary of Basic Lease Information and Definitions (the “Summary”) attached hereto and incorporated herein by this reference (the “Lease”) is made as of __________________, by and between, TIMP CAMPUS, LLC, a Wyoming limited liability company (the “Landlord”), and QUALTRICS, LLC, a Delaware limited liability company (hereinafter the ‘Tenant”).
QUALTRICS EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Utah
This Employment Agreement (the “Agreement”) is made by and between Qualtrics, LLC, a Delaware limited liability company (“Qualtrics”), and the employee whose signature appears below (“Employee,” each a ‘‘Party” and, together with Qualtrics, the “Parties”) and is effective as of Employee’s date of signature (the “Effective Date”). Qualtrics is in the business of providing software and services related to surveys, data collection, data analysis, reporting and dashboards, experience management, research, customer experience, and/or employee experience (collectively, the “Business”). Employee desires to be employed by Qualtrics, and as a condition of such employment, Employee agrees to the terms and covenants in this Agreement. Employee acknowledges the sufficiency of the consideration Employee is receiving, including without limitation the compensation and other benefits from Qualtrics, Employee’s continued employment with Qualtrics, and any awards or forms of equity in Qualtrics or its a
QUALTRICS INTERNATIONAL INC. CLASS A COMMON STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software • Delaware
THIS CLASS A COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 23, 2020, by and between QUALTRICS INTERNATIONAL INC., a Delaware corporation (the “Company”), and SILVER LAKE PARTNERS VI DE (AIV), L.P., a Delaware limited partnership (the “Investor”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. OFFICE LEASE...Office Lease Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software
SECOND AMENDMENT TO LEASELease Agreement • December 28th, 2020 • Qualtrics International Inc. • Services-prepackaged software
THIS SECOND AMENDMENT TO LEASE (the “Amendment”) is entered into effective as of_______, 2020 (the “Effective Date”) by and between SCD 2U LLC, a Delaware limited liability company (“Landlord”), and QUALTRICS, LLC, a Delaware limited liability company (“Tenant”).
