Indemnification by SAP. SAP agrees to indemnify and hold harmless each Qualtrics Indemnified Person from and against any damages related to, and to reimburse each Qualtrics Indemnified Person for all reasonable expenses (including attorneys’ fees) as they are incurred in connection with, pursuing or defending any Third Party Claim arising from the Agreement in connection with the breach by, or the gross negligence, bad faith or willful misconduct of, any SAP Indemnified Person in connection with this Agreement or the Schedule I Insurance Policies; provided, however, that SAP shall not be responsible for any damages incurred by any Qualtrics Indemnified Person to the extent they result from (a) any breach of this Agreement or the Schedule I Insurance Policies on the part of any Qualtrics Indemnified Person or (b) the gross negligence, bad faith or willful misconduct of any Qualtrics Indemnified Person in connection with this Agreement or the Schedule I Insurance Policies.
Appears in 3 contracts
Sources: Insurance Matters Agreement (Qualtrics International Inc.), Insurance Matters Agreement (Qualtrics International Inc.), Insurance Matters Agreement (Qualtrics International Inc.)