MASTER TRANSACTION AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Master Transaction Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
STOCKHOLDERS’ AGREEMENT dated as of February 1, 2021 among QUALTRICS INTERNATIONAL INC., SAP AMERICA, INC., SLP QuartZ Aggregator, L.P. and Q II, LLCStockholders’ Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Article IDefinitions Section 1.1 Defined Terms 1 Article IICovenants and Other Matters Section 2.1 Government Approvals 6 Section 2.2 Company Board Matters 6 Section 2.3 Section 16 Matters 8 Section 2.4 Corporate Waiver 9 Article IIIRegistration Rights Section 3.1 Demand Registration. 10 Section 3.2 Piggyback Registration 13 Section 3.3 Expenses 15 Section 3.4 Blackout Period 15 Section 3.5 Selection of Underwriters 16 Section 3.6 Obligations of the Company 16 Section 3.7 Obligations of Selling Holders 19 Section 3.8 Underwriting; Due Diligence 19 Section 3.9 Indemnification and Contribution 20 Section 3.10 Rule 144 and Form S-3 Eligibility 23 Section 3.11 Holdback Agreement 23 Section 3.12 Term 24 Section 3.13 No Superior Rights 24 Article IVMiscellaneous Section 4.1 Entire Agreement 24 Section 4.2 Governing Law and Jurisdiction 25 Section 4.3 Consent to Jurisdiction 25 Section 4.4 Waiver of Jury Trial 25 Section 4.5 Specific Performance 25 Section 4.6 Termination; Amendments and Waiv
INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Intellectual Property Matters Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Article IDEFINITIONS Section 1.1 Definitions 1 Section 1.2 Internal References 5 Article IILicenses Section 2.1 License to SAP 5 Section 2.2 No Delivery 6 Section 2.3 Sublicensing Rights 6 Section 2.4 Assignment 6 Section 2.5 Bankruptcy Code Designation 6 Article IIICOVENANT NOT TO SUE Section 3.1 SAP Covenant 6 Section 3.2 No Assignment 7 Article IVCOVENANTS; RESPONSIBILITIES OF THE PARTIES Section 4.1 Sale of Intellectual Property Rights 7 Section 4.2 Ownership; Responsibility for Intellectual Property Rights 7 Section 4.3 Notice of Sublicense Restrictions 8 Section 4.4 Encumbrances 8 Section 4.5 IP Cross Licenses 8 Section 4.6 Confidentiality 8 Article VRepresentations and warranties Section 5.1 Mutual Warranties 8 Section 5.2 Disclaimer 8 Article VIterm and termination Section 6.1 Term 9 Section 6.2 No Other Termination 9 Section 6.3 Effect of Termination 9 Section 6.4 Survival 9 Article VIIDISPUTE RESOLUTION Section 7.1 Notice of Dispute 9
INSURANCE MATTERS AGREEMENT dated as of February 1, 2021 between QUALTRICS INTERNATIONAL INC. and SAP SEInsurance Matters Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Article IDEFINITIONS Section 1.1 Definitions. 1 Section 1.2 Interpretation 3 Article IIINSURANCE MATTERS Section 2.1 Qualtrics Insurance Coverage During Insurance Transition Period. 4 Section 2.2 Cooperation; Payment of Insurance Proceeds to Qualtrics; Agreement Not to Release Carriers 5 Section 2.3 Qualtrics Insurance Coverage After the Insurance Transition Period 5 Section 2.4 Deductibles and Self-Insured Obligations 5 Section 2.5 Procedures with Respect to Insured Qualtrics Liabilities. 5 Section 2.6 Directors and Officers Liability Insurance 6 Section 2.7 Changes in Qualtrics Risk Profile 6 Section 2.8 Cooperation 6 Section 2.9 No Assignment or Waiver 6 Section 2.10 Further Agreements 7 Article IIIINDEMNIFICATION AND LIMITATION OF LIABILITY Section 3.1 Limitation of Liability 7 Section 3.2 Indemnification by Qualtrics 7 Section 3.3 Indemnification by SAP 7 Article IVTERM AND TERMINATION Section 4.1 Term 8 Section 4.2 Termination. 8 Section 4.3 Effect of Termination 8 Article VMISCE
ADMINISTRATIVE SERVICES AGREEMENT dated as of February 1, 2021 between SAP SE, SAP AMERICA, INC. and QUALTRICS INTERNATIONAL INC.Administrative Services Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Administrative Services Agreement is dated as of the 1st day of February, 2021, 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 AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Distribution Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Distribution Agreement (this “Agreement”) is dated as of the 1st day of February, 2021 (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.
TAX SHARING AGREEMENT dated as of February 1, 2021 among SAP SE, SAP AMERICA, INC. AND THEIR AFFILIATES and QUALTRICS INTERNATIONAL INC. AND ITS AFFILIATESTax Sharing Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
EMPLOYEE MATTERS AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Employee Matters Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
REAL ESTATE MATTERS AGREEMENT dated as of February 1, 2021 between SAP SE and QUALTRICS INTERNATIONAL INC.Real Estate Matters Agreement • March 9th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Delaware
Article IDEFINITIONS Section 1.1 Definitions 1 Section 1.2 Internal References 4 Article IIPROVISION OF LICENSE SERVICES and Guaranties Section 2.1 Provision of Real Estate License Services 5 Section 2.2 Additional Real Estate License Services 5 Section 2.3 Continuing Real Estate License Services 5 Section 2.4 Modifications 5 Section 2.5 Guaranties 5 Article IIILicense SERVICE COSTS; OTHER CHARGES Section 3.1 License Service Costs 6 Section 3.2 Payment 7 Article IVSTANDARD OF PERFORMANCE AND INDEMNIFICATION Section 4.1 General Standard of Service 8 Section 4.2 Limitation of Liability 8 Section 4.3 Indemnification 9 Article VTERM AND TERMINATION Section 5.1 Term 10 Section 5.2 Termination 10 Section 5.3 Effect of Termination 11 Article VIMISCELLANEOUS Section 6.1 Ownership 11 Section 6.2 No Agency 11 Section 6.3 Force Majeure 12 Section 6.4 Entire Agreement 12 Section 6.5 Information 12
