**Exhibit 10.2**

May 17, 2006

Ronald W. Pearce[Address]

Dear Ronald:

We would like to confirm theterms and conditions of your employment with Dendrite International, Inc. (“Dendrite”).

## **SPECIFIC TERMS & CONDITIONS OF EMPLOYMENT**

**1.     DUTIES/TERM.**  You will be employed as Vice President andCorporate Controller initially reporting to Jeff Bairstow, Executive VP and CFOor his designee.  You shall (i) performthose duties as may from time to time be assigned to you by Dendrite or itsaffiliates; (ii) devote your full-time attention and best efforts solely andexclusively to the duties assigned to you; and (iii) comply with all existingDendrite rules, regulations, policies and directives and those which may beestablished from time to time. Your employment will be at-will and may beterminated at any time for any reason with or without cause by Dendrite.  You agree to provide two (2) weeks notice toDendrite before terminating your employment.

**2.     COMPENSATION.**

(a)        BaseSalary.  Dendrite shall pay you foryour services a base salary at a rate of $200,000.00 per annum to be paid on asemi-monthly basis in accordance with Dendrite’s regular payroll practices.

(b)       Bonus.  You will be eligible to receive an annualdiscretionary bonus (the “Bonus”) with an initial target of $60,000.00.  Bonus eligibility shall be determined andpaid in accordance with Dendrite’s applicable incentive compensation policy ineffect from time-to-time.  The payment ofany Bonus is subject to:  (a) Dendrite’sachievement of quarterly and annual financial goals as set forth in the Boardapproved annual business plan, (b) such other objectives as may be determinedby Dendrite from time to time, and (c) you remaining in the employ of Dendriteas of the time of payment of any such Bonus or portion thereof, and (d) theterms and conditions of the applicable incentive compensation plan in effectfrom time to time.  Subject to (c) and(d) in the immediately preceding sentence, Dendrite will pay you a bonus of atleast

 

 

 

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$15,000.00 for 2006.  Your target for a discretionary bonus will bereviewed and determined on an annual basis by Dendrite.

(c)        StockOptions.  Pursuant to a Dendrite stockplan (the “Stock Plan”), upon the execution of this Agreement, Dendrite shallgive you an option to purchase 25,000 shares of the common stock ofDendrite.  The price for such optionsshall be determined by the Compensation Committee of the Board.  Your entitlement to such options shall besubject to (i) a four-year vesting schedule, (ii) approval by the Board, (iii)your execution of a definitive option agreement in form and substancesatisfactory to Dendrite and (iv) in all instances subject to the terms andconditions of the Stock Plan.

**3.     BENEFITS.**

Dendrite shall provide you:

(a)        Vacation.  Five weeks vacation per annum in accordancewith Dendrite policy in effect from time to time.

(b)       BusinessExpenses.  Reimbursement forreasonable travel, entertainment and other reasonable and necessaryout-of-pocket expenses incurred by you in connection with the performance ofyour duties in accordance with Dendrite policy in effect from time to time.

(c)        Other.  Other benefits to the same extent as may beprovided to other employees generally in accordance with Dendrite policy ineffect from time to time and subject to the terms and conditions of suchbenefit plans.

**4.     SEVERANCE.**

(a)        Thefollowing severance payment only applies in the event of a Change in Control(as defined in Exhibit A).  If youremployment hereunder is terminated within the (1) year following a Change inControl (i) by Dendrite for any reason other than termination by Dendrite forCause, (as defined in Exhibit A), Disability, (as defined in Exhibit A), orupon your death or (ii) by you for Good Reason (as defined in Exhibit A), youshall solely be entitled to (subject to any applicable offsets) the paymentsand benefits in Section 4(b), and payment of your base salary through the dateof termination.

(b)       Uponthe events set forth in Section 4(a) above, you shall be entitled to receiveseverance payments in an aggregate amount equal to the sum of one year basesalary (calculated at the rate of base salary then being paid to you as of thedate of termination) and your annual target bonus as of the date oftermination.  The severance payments tobe paid to you under this Section 4(b) shall be referred to herein as the “SeverancePayment”.  Your Severance Payment shallbe paid by Dendrite in cash in twelve consecutive equal monthly paymentscommencing not later than the second payroll period following the date you signthe separation agreement described in Section 4(c) below.  No interest shall accrue or be payable on orwith respect to any

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SeverancePayment.  In the event of a terminationof your employment described in this Section 4(b), you shall be providedcontinued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA underDendrite’s group health plan.  During theperiod which you receive the Severance Payment, your cost of COBRA coverageshall be the same as the amount paid by employees of Dendrite for the samecoverage under Dendrite’s group health plan. Notwithstanding the foregoing, in the event you become re-employed withanother employer and become eligible to receive health coverage from suchemployer, the payment of COBRA coverage by Dendrite as described herein shallcease

(c)        Themaking of any Severance Payment under Section 4(b) hereunder is conditionedupon the signing of and abiding by the terms of a separation agreement preparedby Dendrite which includes a general release in form and substance satisfactoryto Dendrite under which you release Dendrite and its affiliates together withtheir respective officers, directors, shareholders, employees, agents andsuccessors and assigns from any and all claims you may have against them.  In the event you breach any provisions ofSections 1 through 6 of the General Terms and Conditions of Employment of thisAgreement, in addition to any other remedies at law or in equity, Dendrite maycease making any Severance Payment or any payments for COBRA coverage otherwisedue under Section 4(b).  Nothing hereinshall affect any of your obligations or Dendrite’s rights under this Agreement.

Please sign where indicated below to acknowledge youragreement to the Specific Terms and Conditions (“Special Terms”) set forthabove and the General Terms and Conditions of Employment attached hereto (“GeneralTerms”), both of which together shall form the terms and conditions of youremployment (the “Agreement”).
|   | Sincerely,                    |   |
|--------|-------------------------------|--------|
|   |                          |   |
|   |                          |   |
|   | /s/ Philip Portantino         |   |
|   | Philip Portantino             |   |
|   | Sr. Director, Human Resources |   |

Accepted and agreed to:
|                           | ** **   |
|---------------------------|--------------|
| ** **                | ** **   |
| **/s/  Ronald W. Pearce** | ** **   |
| **Ronald W. Pearce**      | ** **   |
| ** **                | ** **   |
| Date:                     | May 26, 2006 |   |
|                           |              |  |

 

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**Exhibit A To DendriteSpecific Terms & Conditions Of Employment**

** **

(a)    “Cause” asused in this Agreement shall mean (i) any gross misconduct on the part of youwith respect to your duties under this Agreement, (ii) the engaging by you inan indictable offense which relates to your duties under this Agreement orwhich is likely to have a material adverse effect on the business of Dendrite,(iii) the commission by you of any willful or intentional act which injures inany material respect or could reasonably be expected to injure in any materialrespect the reputation, business or business relationships of Dendrite,including without limitation, a breach of Sections 1 through 7 of the GeneralTerms and Conditions of Employment, or (iv) the engaging by you through grossnegligence in conduct which injures materially or could reasonably be expectedto injure materially the business or reputation of Dendrite.  

(b)    “Disability”as used in this Agreement shall have the same meaning as that term, or suchsubstantially equivalent term, has in any group disability policy carried byDendrite.  If no such policy exists, theterm “Disability” shall mean the occurrence of any physical or mental conditionwhich materially interferes with the performance of your customary duties in yourcapacity as an employee where such disability has been in effect for a periodof six (6) months (excluding permitted vacation time), which need not beconsecutive, during any single twelve (12) month period.

(c)    “GoodReason” as used in this Agreement shall mean, without your express written consent,the occurrence of any of the following events concurrently with or within one(1) year following a “Change in Control” (as defined below) which is notcorrected within ten (10) days following written notice of such event given byyou to Dendrite:

(i)                theassignment to you of any duties or responsibilities materially and adverselyinconsistent with your position (including any material diminution of suchduties or responsibilities) or (B) a material and adverse change in yourreporting responsibilities, titles or offices with Dendrite;

(ii)             anymaterial breach by Dendrite this Agreement with respect to the making of anycompensation payments;

(iii)          any requirement of Dendrite that you be basedanywhere other than in a thirty-five (35) mile radius of the Dendrite officeyou are based in on the date of the consummation of the Change in Control.

(iv)         the failure of Dendriteto continue in effect any employee benefit plan, compensation plan, welfarebenefit plan or fringe benefit plan (such plans being referred to herein as“Welfare Plans”) in which you are participating as of the date of thisAgreement (or as such benefits and compensation may be increased from time totime), or the taking of any action by Dendrite which would materially andadversely affect your participation in or materially reduce your benefits undersuch Welfare Plans (other than an 
|  | Initial here |   |
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across-the-boardreduction of such benefits affecting senior executives of Dendrite) unless (i)you are permitted to participate in other plans providing you withsubstantially comparable benefits (at substantially comparable cost withrespect to the Welfare Plans), (ii) any such Welfare Plan does not providematerial benefits to you (determined in relation to your compensation andbenefits package), (iii) such failure or action is taken at the direction ofyou or with your consent, or (iv) such failure or action is required by law; or

(v)            thefailure of Dendrite to obtain an agreement from a successor employer to assumeDendrite’s obligations under this Agreement in the event of a Change inControl.

You must notify Dendrite of any event constitutingGood Reason within ninety (90) days following your knowledge of its existenceor such event shall not constitute Good Reason. 

(d)    “Change inControl” as used in this Agreement shall mean the occurrence of any one of thefollowing events:

(i)                any“person” (as such term is defined in Section 3(a)(9) of the Securities andExchange Act of 1934, as amended (the “Exchange Act”), and as used in Sections13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner”(as defined in rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of Dendrite representing 33 1/3% or more of the combined votingpower of Dendrite’s then outstanding securities eligible to vote for theelection of the Board (the “Dendrite Voting Securities”); *provided*,*however*, that the event described inthis subsection (i) shall not be deemed to be a Change in Control by virtue ofany of the following acquisitions:  (A)by Dendrite or any  subsidiary, (B) byany employee benefit plan sponsored or maintained by Dendrite or any subsidiary,(C) by any underwriter temporarily holding securities pursuant to an offeringof such securities, (D) pursuant to a Non-Control Transaction (as defined insubsection (iii)), or (E) a transaction (other than one described in subsection(iii) below) in which Dendrite Voting Securities are acquired from Dendrite, ifa majority of the Incumbent Board (as defined below) approves a resolutionproviding expressly that the acquisition pursuant to this clause (E) does notconstitute a Change in Control under this subsection (i);

(ii)             individualswho, on the date of this Agreement, constitute the Board (the “IncumbentBoard”) cease for any reason to constitute at least a majority thereof,provided that any person becoming a director subsequent to such date, whoseelection or nomination for election was approved by a vote of at least two-thirdsof the directors comprising the Incumbent Board (either by a specific vote orby approval of the proxy statement of Dendrite in which such person is named asa nominee for director, without objection to such nomination) shall beconsidered a member of the Incumbent Board; *provided*, *however*, that no individual initially elected or nominatedas a director of Dendrite as a result of an actual or threatened electioncontest with respect to directors or any other actual or threatenedsolicitation of proxies or consents by or on behalf of any person other thanthe Board shall be deemed to be a member of the Incumbent Board;
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(iii)          the shareholders of Dendrite approve amerger, consolidation, share exchange or similar form of corporatereorganization of Dendrite or any such type of transaction involving Dendriteor any of its subsidiaries (whether for such transaction or the issuance ofsecurities in the transaction or otherwise) (a “Business Combination”), unlessimmediately following such Business Combination:  (A) more than 50% of the total voting powerof the publicly traded corporation resulting from such Business Combination(including, without limitation, any corporation which directly or indirectlyhas beneficial ownership of 100% of Dendrite Voting Securities or all orsubstantially all of the assets of Dendrite and its subsidiaries) eligible toelect directors of such corporation would be represented by shares that wereDendrite Voting Securities immediately prior to such Business Combination(either by remaining outstanding or being converted), and such voting powerwould be in substantially the same proportion as the voting power of suchDendrite Voting Securities immediately prior to the Business Combination, (B)no person (other than any publicly traded holding company resulting from suchBusiness Combination, any employee benefit plan sponsored or maintained byDendrite (or the corporation resulting from such Business Combination), or anyperson which beneficially owned, immediately prior to such BusinessCombination, directly or indirectly, 33-1/3% or more of Dendrite VotingSecurities (a “Dendrite 33-1/3% Stockholder”)) would become the beneficialowner, directly or indirectly, of 33-1/3% or more of the total voting power ofthe outstanding voting securities eligible to elect directors of thecorporation resulting from such Business Combination and no Dendrite 33-1/3%Stockholder would increase its percentage of such total voting power, and (C)at least a majority of the members of the board of directors of the corporationresulting from such Business Combination would be members of the IncumbentBoard at the time of the Board’s approval of the execution of the initialagreement providing for such Business Combination (a “Non-ControlTransaction”); or

(iv)         theshareholders of Dendrite approve a plan of complete liquidation or dissolutionof Dendrite or the sale or disposition of all or substantially all of theDendrite’s assets.

Notwithstanding the foregoing, a Change in Control ofDendrite shall not be deemed to occur solely because any person acquiresbeneficial ownership of more than 33-1/3% of Dendrite Voting Securities as aresult of the acquisition of Dendrite Voting Securities by Dendrite which, byreducing the number of Dendrite Voting Securities outstanding, increases thepercentage of shares beneficially owned by such person; *provided*,*that* if a Change in Control of Dendritewould occur as a result of such an acquisition by Dendrite (if not for theoperation of this sentence), and after Dendrite’s acquisition such personbecomes the beneficial owner of additional Dendrite Voting Securities thatincreases the percentage of outstanding Dendrite Voting Securities beneficiallyowned by such person, then a Change in Control of Dendrite shall occur.
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**DENDRITEINTERNATIONAL, INC.GENERAL TERMS & CONDITIONS OF EMPLOYMENT(together with the SpecificTerms and Conditions of Employment, the “Agreement”)**

**1.**                  **INFORMATIONAND BUSINESS OPPORTUNITY. **Duringyour employment with Dendrite, you may acquire knowledge of (i) informationthat is relevant to the business of Dendrite or its affiliates or (ii)knowledge of business opportunities pertaining to the business in whichDendrite or its affiliates are engaged. You shall promptly disclose to Dendrite that information or businessopportunity but shall not disclose it to anyone else without Dendrite’s writtenconsent.

**2.**                  **DENDRITEAND CLIENT CONFIDENTIAL INFORMATION. **As a result of youremployment with Dendrite, you will acquire information which isproprietary and confidential to Dendrite and its affiliates.  This information includes, but is not limitedto, Dendrite’s proprietary software, technical and commercial information,instruction and product information, the design, “look and feel” andcapabilities of Dendrite’s product, Dendrite’s proprietary training programmethodology regarding the utilization of electronic territory managementsoftware and associated client support services, Dendrite’s methodology forpromoting its products and services to its clients, Dendrite’s proprietaryGraphic User Interface, the navigational paths through which Dendrite’s clientsinput and access information stored in the proprietary software, theparticularized needs and demands of Dendrite’s clients and the customizationsDendrite makes to its proprietary software to meet those clients’ needs,financial arrangements, salary and compensation information, competitivestatus, pricing policies, knowledge of suppliers, technical capabilities,discoveries, algorithms, concepts, software in any stage of development,designs, drawings, specifications, techniques, models, data, technical manuals,training guides and manuals, research and development materials, processes,procedures, know-how and other business affairs relating to Dendrite.  Confidential information also includes anyand all technical information involving Dendrite’s work.  Inaddition,****Dendrite may be furnishedinformation and data which is proprietary and confidential to its clients,partners, suppliers and other third parties (“Third Parties”).  You agree to use the confidential informationof Dendrite and Third Parties solely during and in furtherance of youremployment with Dendrite.  You agree tokeep all such information confidential and agree not to reveal it at any timewithout the express written consent of Dendrite.  This obligation is to continue in force afteremployment terminates for whatever reason.

**3.                  RETURN OF PROPERTY. **Upon termination ofemployment for any reason or upon the request of Dendrite, you shall fullyaccount for and return to Dendrite all property which you received, prepared orhelped prepare in connection with your employment including, but not limitedto, all copies of any confidential information or records, data, materials,disks, notes, notebooks, blueprints, client lists or other papers or materialin any tangible media or computer readable form belonging to Dendrite or to anyof its clients, partners and suppliers. You will not retain any copies, duplicates, reproductions or excerptsthereof.
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**4.                  INVENTIONS. **All work performed by youand all materials, products, deliverables, inventions, software, ideas,disclosures and improvements, and copyrighted material made or conceived byyou, solely or jointly, in whole or in part, during your employment withDendrite (even if completed following the termination of your employment) thatrelate to any matters pertaining to the business of Dendrite shall be theproperty of Dendrite and shall be deemed to be a work made for hire.  To the extent that title to any of theforegoing shall not, by operation of law, vest in Dendrite, all right, titleand interest therein are hereby irrevocably assigned to Dendrite.  You agree to give Dendrite or any person orentity designated by Dendrite reasonable assistance required to perfect itsrights therein.

**5.**                  **RESTRICTIONON FUTURE EMPLOYMENT. **Youacknowledge (i) the highly competitive nature of the business and the industryin which Dendrite competes; (ii) that you will acquire and have access toconfidential information as described in Section 2 of the General Terms; (iii)that, as a key employee of Dendrite, you will participate in the servicing ofcurrent clients and/or the solicitation of prospective clients, through which,among other things, you will obtain knowledge of the “know-how” and businesspractices of Dendrite, in which matters Dendrite has a substantial proprietaryinterest; and (iv) that your employment hereunder requires the performance ofservices which are special, unique, extraordinary and intellectual incharacter, and your position with Dendrite places you in a position ofconfidence and trust with the clients and employees of Dendrite.  In the course of your employment withDendrite, you will develop a personal relationship with the clients of Dendriteand a knowledge of those clients’ affairs and requirements, and that therelationship of Dendrite with their established clientele will therefore beplaced in your hands in confidence and trust. You consequently agree that it is reasonable and necessary for theprotection of the confidential information, goodwill and business of Dendritethat you make the covenants contained herein and that Dendrite would not haveentered into this Agreement unless the covenants set forth in this Section 5were contained in this Agreement.  Accordingly,you agree that during the period that you are employed by Dendrite and for aperiod of eighteen (18) months thereafter, you shall not, as an individual,employee, consultant, partner, shareholder, or in association with any otherperson, business or enterprise, except on behalf of Dendrite, directly orindirectly, and regardless of the reason for your ceasing to be employed byDendrite:

(a)             perform services that compete withthe business or business conducted by Dendrite or any of its affiliates orrender services to any person or entity which competes with the business ofbusinesses conducted by Dendrite or any of its affiliates (or which businessDendrite can at the time of your termination of employment establish it willlikely conduct within one (1) year following the date of your termination);

(b)             attempt in any manner to solicit oraccept from any client business of the type performed by Dendrite or topersuade any client to cease to do business or to reduce the amount of businesswhich any such client has customarily done or is reasonably expected to do withDendrite, whether or not the relationship between Dendrite and such client wasoriginally established in whole or in part through your efforts;

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(c)             employ, attempt to employ or assistanyone else in employing any employee or contractor of Dendrite or induce orattempt to induce any employee or contractor of Dendrite to terminate theiremployment or engagement with Dendrite; or

(d)             render to or for any client anyservices of the type rendered by Dendrite (unless such services are rendereddirectly to a client as an employee of such client, in which case this Section5(d) shall not apply).

Asused in this Section 5, the term “Dendrite” shall mean Dendrite and itsaffiliates, and the term “client” shall mean (1) anyone who is a client ofDendrite on the date of your termination or, if your employment shall not haveterminated, at the time of the alleged prohibited conduct (any such applicabledate being called the “Determination Date”), but only if you solicited,rendered services for, or were otherwise involved with any such client at anytime during your employment with Dendrite; (2) anyone who was a client ofDendrite at any time during the one (1) year period immediately preceding theDetermination Date; but only if you solicited, rendered services for, or wereotherwise involved with any such client at any time during your employment withDendrite; (3) any prospective client to whom Dendrite had made a new businesspresentation (or similar offering of services) at any time during the one (1)year period immediately preceding the Determination Date; but only if youactively participated in or supervised such new business presentation (orsimilar offering of services); and (4) any prospective client to whom Dendritemade a new business presentation (or similar offering of services) at any timewithin six (6) months after the date of your termination (but only if theinitial discussions between Dendrite and such prospective client relating tothe rendering of services occurred prior to the date of your termination, andonly if you actively participated in or supervised such discussions).  For purposes of this clause, it is agreedthat a general mailing or an incidental contact shall not be deemed a “newbusiness presentation or similar offering of services” or a “discussion”.  In addition, if the client is part of a groupof companies which conducts business through more than one entity, division oroperating unit, whether or not separately incorporated (a “Client Group”), theterm “client” as used herein shall also include each entity, division andoperating unit of the Client Group where the same management group of theClient Group has the decision making authority or significant influence withrespect to contracting for services of the type rendered by Dendrite.

For an eighteen (18)month period after the termination of your employment for any reasonwhatsoever, you agree to promptly notify Dendrite in writing the identity ofall subsequent employers.  You agree toprovide such information as Dendrite may from time to time request to determineyour compliance with the terms of this Agreement.

**6.**                   **NON-DISPARAGEMENT. **Youagree that you will not at any time make any statement, observation oropinion, or communicate any information (whether oral or written) that islikely to come to the attention of any client or employee of Dendrite or anymember of the media, which statement is derogatory of or casts in a negativelight Dendrite or its officers, directors and employees or otherwise engage inany activity which is inimical to the interests of the Company.

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**7.**                   **OUTSIDE CONTRACTING. **You shall not enter into any agreementsto provide services to any company, person or organization outside of youremployment by Dendrite (an “Outside Agreement”) without the prior writtenexpress consent from Dendrite.  You mustnotify Dendrite of your intent to enter into an Outside Agreement specifyingtherein the other party to such Outside Agreement and the type of  services to be provided by you.  Dendrite shall not unreasonably withholdpermission to you to enter into Outside Agreements unless such OutsideAgreements (i) are with competitors or potential competitors of Dendrite, or(ii) as determined in Dendrite’s sole discretion, shall substantially hamper orprohibit you from satisfactorily carrying out all duties assigned to you byDendrite.

**8.                   REMEDIES. **The parties agree that inthe event you breach or threaten to breach this Agreement, money damages may bean inadequate remedy for Dendrite and that Dendrite will not have an adequateremedy at law.  It is understood,therefore, that in the event of a breach or threatened breach of this Agreementby you, Dendrite shall have the right to obtain from a court of competentjurisdiction restraints or injunctions prohibiting you from breaching orthreatening to breach this Agreement.  Inthat event, the parties agree that Dendrite will not be required to post bondor other security.  It is also agreedthat any restraints or injunctions issued against you shall be in addition toany other remedies which Dendrite may have available to it.

**9.                   ARBITRATION**

            (a)  If any dispute arises between you andDendrite that the parties cannot resolve themselves, including any dispute overthe application, validity, construction, or interpretation of this Agreement,arbitration in accordance with the then-applicable employment law rules of theAmerican Arbitration Association shall provide the exclusive remedy forresolving any such dispute, regardless of its nature; provided, however, thatDendrite may enforce your obligation to provide services under this Agreementand your obligations under Sections 1 through 7 hereof by an action forinjunctive relief and damages in a court of competent jurisdiction at any timeprior or subsequent to the commencement of an arbitration proceeding as hereinprovided.  This Section 9 shall apply toany and all claims arising out of your employment and its termination, understate and federal statutes, local ordinances, and the common law including, withoutlimitation Title VII of the CivilRights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal PayAct, the Employee Retirement Income Security Act, as amended, the AgeDiscrimination in Employment Act of 1967, the Americans with Disabilities Actof 1990, the Family and Medical Leave Act of 1993, the Fair Labor StandardsAct, the New Jersey Family Leave Act, the New Jersey Conscientious EmployeeProtection Act, the New Jersey Civil Rights Act and the New Jersey Law AgainstDiscrimination.

**             (b)  You have readand understand this Section 9 which discusses arbitration.  You understand that by signing thisAgreement, you agree to submit any claims arising out of, relating to, or inconnection with this Agreement, or the interpretation, validity, construction,performance, breach or termination thereof, or your employment or thetermination thereof, to binding arbitration, and that this arbitrationprovision constitutes a waiver of your right to a jury trial and relates to theresolution of all disputes**

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**relating to all aspects of the employer/employeerelationship.  You further understandthat other options such as federal and state administrative remedies andjudicial remedies exist and know that by signing this Agreement those remediesare forever precluded and that regardless of the nature of your complaint, youknow that it can only be resolved by arbitration.**

**             (c)  Unless the parties agree otherwise, anyarbitration shall be administered by and take place in the offices of theAmerican Arbitration Association in Somerset, New Jersey.  If that office is not available, thearbitration then the arbitrator shall determine the location of the arbitrationwithin New Jersey.**

**10.                SEVERABILITY. **If any provision of thisAgreement shall be declared invalid or illegal for any reason whatsoever, thennotwithstanding such invalidity or illegality, the remaining terms andprovisions of this Agreement shall remain in full force and effect in the samemanner as if the invalid or illegal provision had not been containedherein.  Moreover, if any one or more ofthe provisions contained in this Agreement is held to be excessively broad asto duration, scope, activity or subject, such provisions will be construed bylimiting and reducing them so as to be enforceable to the maximum extentcompatible with applicable law.

**11.                NOTICES. **In the event any notice isrequired to be given under the terms of this Agreement, it shall be deliveredin the English language, in writing, as follows:
| If to you:      |   | To the address set forth on the first page of this  Agreement |
|-----------------|--------|---------------------------------------------------------------|
|            |   |                                                          |
|            |   |                                                          |
| If to Dendrite: |   | Attn: General  Counsel                                        |
|            |   | Dendrite  International, Inc.                                 |
|            |   | 1405 Route 206  South                                         |
|            |   | Bedminster, NJ  07921                                         |

 

or to such other address as either party may havefurnished to the other in writing in accordance herewith, except that noticesof changes of address shall be effective only upon receipt.

**12.**                **PRIOR EMPLOYMENT. **You represent and warrant that you havenot taken or otherwise misappropriated and do not have in your possession orcontrol any confidential and proprietary information belonging to any of yourprior employers or connected with or derived from your service to prioremployers.  You represent and warrantthat you have returned to all prior employers any and all such confidential andproprietary information.  You furtheracknowledge, represent and warrant that Dendrite has informed you that you arenot to use or cause the use of such confidential or proprietary information inany manner whatsoever in connection with your employment by Dendrite.  You agree, represent and warrant that youwill not use such information.  You shallindemnify and hold harmless Dendrite from any and all claims arising from anybreach of the representations and warranties in this Section.

**13.                MISCELLANEOUS.**

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(a)  This Agreement shall begoverned by and construed in accordance with the laws of New Jersey, withoutregard to the conflicts of laws. Competent courts of jurisdiction in New Jersey shall have exclusivejurisdiction to entertain any legal or equitable action with respect toSections 1 through 8 of the General Terms except that Dendrite may instituteany such suit against you in any jurisdiction in which you may be at thetime.  In the event suit is instituted inNew Jersey, it is agreed that service of summons or other appropriate legalprocess may be effected upon any party by delivering it to the last knownaddress.

(b)  Your rightsor obligations under the terms of this Agreement or of any other agreement withDendrite may not be assigned.  Anyattempted assignment will be void as to Dendrite.  Dendrite may, however, assign its rights toany affiliated or successor entity.

(c)  This Agreement sets forth the entireagreement between the parties hereto and fully supersedes any and all priornegotiations, discussions, agreements or understandings between the partieshereto pertaining to the subject matter hereof. No representations, oral or otherwise, with respect to the subjectmatter of this Agreement have been made by either party.  This Agreement may not be modified or waivedexcept by a writing signed by both parties. No waiver by either party of any breach by the other shall be considereda waiver of any subsequent breach of the Agreement.

(d)  ThisAgreement shall be binding upon and inure to the benefit of your heirs andpersonal representatives and to the successors and assigns of Dendrite.

 

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