Qualtrics Entities definition
Examples of Qualtrics Entities in a sentence
None of the Qualtrics Entities shall have any liability to any SAP Entity or any other Person for failure to perform Qualtrics’ obligations under this Agreement or otherwise, where such failure to perform similarly affects the Qualtrics Entities receiving the same or similar services and does not have a disproportionately adverse effect on the SAP Entities, taken as a whole.
For the avoidance of doubt, Qualtrics Entities shall not be responsible for HR Liabilities in respect of SAP Employees.
The Parties shall agree on which Go-To-Market Models to implement in accordance with the Governance Process described in Article III and shall, in connection therewith, determine which SAP Entities and which Qualtrics Entities will provide and/or distribute products under such Go-To-Market Models.
Subject to the terms and conditions of this Agreement and in consideration of the costs for Real Estate License Services described below, SAP agrees to cause the SAP Entity that owns the relevant furnished office space to provide to the Qualtrics Entities, and Qualtrics agrees to purchase from the relevant SAP Entity, the Real Estate License Services, until such Real Estate License Services are terminated in accordance with the provisions hereof.
SAP directly or indirectly provides the Qualtrics Entities with the right to use and occupy certain spaces at its facilities and, following consummation of the IPO, Qualtrics desires SAP to continue to provide such rights to use and occupation to the Qualtrics Entities, as more fully set forth in this Agreement.
SAP shall defend, indemnify and hold harmless the Qualtrics Entities and their Outbound Partners (collectively, the “Qualtrics Indemnified Parties”) from and against any Losses arising out of, resulting from, or relating to any IP Indemnified Claims.
The Qualtrics Entities, and, as applicable all services provided by the Qualtrics Entities, shall be subject to Qualtrics HR compliance policies, as in effect from time to time and applicable to any Qualtrics Entity (the “Qualtrics HR Policies”).
The licenses granted by Qualtrics and the Qualtrics Entities hereunder shall be irrevocable and perpetual (or for the life of the Qualtrics Patents) and shall not be terminable by Qualtrics or the Qualtrics Entities, and the licenses and covenants granted under this Agreement shall continue in full force and effect in accordance with the applicable terms thereof, notwithstanding any material breach of any term hereof by any Party hereto.
For the avoidance of doubt, upon a Change of Control, the rights set forth in this Article III will remain in full force and effect with respect to Qualtrics Entities (to the extent applicable, pursuant to the terms of this Article III), but will not be transferred to Qualtrics’ new parent (or other Affiliates of the new parent) or shareholders.
As between Qualtrics’ directors and officers liability insurance policies and the directors and officers liability insurance policies maintained by SAP, Qualtrics’ directors and officers liability insurance policies shall be primary in regard to Liabilities related to the Qualtrics Entities and their respective businesses.