INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2018 • Qualtrics International Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Qualtrics International Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER among QUARTZ HOLDCO, LLC, QUARTZ MERGERCO, INC. and QUALTRICS INTERNATIONAL INC. Dated as of March 12, 2023Agreement and Plan of Merger • March 13th, 2023 • Qualtrics International Inc. • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2023 (this “Agreement”), among Quartz Holdco, LLC, a Delaware limited liability company (“Parent”), Quartz MergerCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Qualtrics International Inc., a Delaware corporation (the “Company”).
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 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
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2021 • Qualtrics International Inc. • Services-prepackaged software • Utah
either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 50% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.
REAL ESTATE MATTERS AGREEMENTMatters 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”.
Qualtrics Employment AgreementQualtrics Employment Agreement • October 19th, 2018 • Qualtrics International Inc. • Services-prepackaged software
This Employment Agreement (this "Agreement") is made by and between Qualtrics, LLC ("Qualtrics"), and the employee whose signature appears below ("Employee") and is effective as of Employee's date of signature (the "Effective Date"). This Agreement describes the terms under which Employee will be employed, at will (subject to the terms of the Offer Letter from Company to Employee dated as of September 2, 2016).
QUALTRICS EMPLOYMENT AGREEMENTQualtrics Employment Agreement • October 19th, 2018 • 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”) 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, market research, customer experience, and/or employee insights (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 consideration Employee is receiving, including without limitation the compensation and other benefits set forth in this Agreement, Employee’s continued employment with Qualtrics, and any awards of Restricted Stock Units or other forms of equity in Qualtrics or its affiliates. Employee acknowledges that Employee’s exec
●] Shares QUALTRICS INTERNATIONAL INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2021 • Qualtrics International Inc. • Services-prepackaged software • New York
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 31, 2017Investors’ Rights Agreement • October 19th, 2018 • Qualtrics International Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 31st day of March, 2017, by and among Qualtrics International Inc., a Delaware corporation (the “Company”), the Holders of Series A Preferred Stock listed on Schedule A hereto and the investors listed on Schedule B hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”.
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”).
Named Officer Employment AgreementNamed Officer Employment Agreement • October 19th, 2018 • Qualtrics International Inc. • Services-prepackaged software
This Named Officer Employment Agreement (this “Agreement”) is made by and between Qualtrics, LLC (“Qualtrics”), and the employee whose signature appears below (“Employee”) and is effective as of Employee’s date of signature (the “Effective Date”). This Agreement describes the terms under which Employee will be employed, at will, by Qualtrics.
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”).
CONFIDENTIAL: SENT VIA EMAIL David FaugnoRestricted Stock Unit Award Agreement • October 19th, 2018 • Qualtrics International Inc. • Services-prepackaged software • Utah
This letter describes the essential elements of Qualtrics’ offer to you and summarizes the terms of your employment. You will be given a more detailed employment agreement to sign prior to your start date.
PURCHASE AND SALE AGREEMENT (Qualtrics Building)Purchase and Sale Agreement • October 1st, 2021 • Qualtrics International Inc. • Services-prepackaged software
This Purchase and Sale Agreement (this "Agreement") is made as of the "Effective Date" (defined below), between TIMP CAMPUS LLC, a Wyoming limited liability company ("Seller"), and QUALTRICS, LLC, a Delaware limited liability company ("Purchaser").
FORM OF EMPLOYEE MATTERS AGREEMENTdated as of [ ]betweenSAP SEandQUALTRICS INTERNATIONAL INC.Qualtrics International Inc. • December 28th, 2020 • Services-prepackaged software • Delaware
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
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
●] Shares QUALTRICS INTERNATIONAL INC. CLASS B COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTQualtrics International Inc. • November 5th, 2018 • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Goldman Sachs & Co. LLC (“Goldman”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Qualtrics International Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Goldman (the “Underwriters”), of shares of Class B common stock (the “Shares”), par value $0.0001 per share, of the Company (the “Class B Common Stock” and together with the Class A-1 common stock, par value $0.0001 per share, and the Class A-2 common stock, par value $0.0001 per share, the “Common Stock”).
SEPARATION AGREEMENTSeparation Agreement • March 13th, 2023 • Qualtrics International Inc. • Services-prepackaged software
This Separation Agreement (this “Agreement”), dated as of March 12, 2023 (the “Effective Date”), is entered into by and 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”).
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”).
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
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
FORM OF EMPLOYEE MATTERS AGREEMENTdated as of [ ]betweenSAP SEandQUALTRICS INTERNATIONAL INC.Qualtrics International Inc. • December 17th, 2020 • Services-prepackaged software • Delaware
SECOND AMENDMENT TO LEASELease • 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”).
