**Exhibit10.41**

 

INDEMNIFICATION AGREEMENT

 

This IndemnificationAgreement (the “Agreement”) dated as of ___________, 2004, by andbetween Dendrite International Inc. a New Jersey corporation (the “Company”),and __________________, a [director/officer] of the Company (the “Indemnitee”):

 

WITNESSETH:

 

 WHEREAS, the Indemnitee is presently servingas a [director/officer] of the Company, and the Company desires the Indemniteeto continue in**such capacity;

 

 WHEREAS, the Indemnitee iswilling, subject to certain conditions (including the execution and performanceof this Agreement by the Company), to continue in that capacity;

 

 WHEREAS, inaddition to the indemnification to which the Indemnitee is entitled under theCompany’s certificate of incorporation (the “Certificate”) and theCompany’s by-laws (the “By-laws”), the Company maintains at its soleexpense insurance protecting its officers and directors (including theIndemnitee) against certain losses arising out of actual or threatened actions,suits or proceedings to which such persons may be made or threatened to be madeparties; and

 

 WHEREAS, as a result of circumstances havingno relation to, and beyond the control of, the Company and the Indemnitee,there can be no assurance of the continuation or renewal of that insurance; and

 

 WHEREAS, the services provided by theIndemnitee to, or on behalf of, the Company are valuable and beneficial to theCompany and its shareholders (the “Shareholders”);   and

 

 WHEREAS, the Company and the Indemnitee haveagreed that the indemnification provided hereby is intended to provide themaximum indemnification permitted by law and by Subsection 14A:3-5(8) of theNew Jersey Business Corporation Act (the “Corporation Act”) and thatprovisions in the Agreement relating to indemnification under provisions of theCorporation Act other than 14A:3-5(8) are included to be applicable solely inthe event, however unlikely, specific indemnification is not within Subsection14A:3-5(8) of the Corporation Act and the documents contemplated by thatSubsection;

 

NOW, THEREFORE, to inducethe Indemnitee to continue to serve in the Indemnitee’s  present capacity and in consideration ofthese premises and the mutual agreements set forth in this Agreement, theCompany and the Indemnitee agree as follows:

 

1.             Continued Service.  The Indemnitee will continue to serve as a[director of the Company so long as the Indemnitee is duly elected andqualified in accordance with the By-laws or until the resignation of theIndemnitee in writing in accordance with applicable law/officer of 

 

 

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the Company until removal by the Board ofDirectors in accordance with By-laws, or the resignation of the Indemnitee inwriting in accordance with applicable law].

 

2.             Basic Statutory Indemnity. (a) The Company shall indemnify the Indemnitee in the event theIndemnitee was or  is a party or isthreatened to be made a party to any threatened, pending or completed action,suit or proceeding, whether civil, administrative, investigative or criminal(other than an action by or in the right of the Company), by reason of the factthat the Indemnitee is, or was, or had agreed to become, a [director/officer]of the Company, or is or was serving, or had agreed to serve, at the request ofthe Company as a director, officer, trustee, employee, or agent of anothercorporation, partnership, joint venture, trust or other enterprise, or byreason of any action alleged to have been taken or omitted in such capacity,against any and all costs, charges and expenses (including attorneys, andothers’ fees and expenses), judgments, fines and amounts paid in settlementactually and reasonably incurred by the Indemnitee in connection therewith andany appeal therefrom if the Indemnitee acted in good faith and in a manner theIndemnitee reasonably believed to be in or not opposed to the best interests ofthe Company, and, with respect to any criminal action or proceeding, had noreasonable cause to believe the Indemnitee’s conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction or upon a plea of nolocontendre or its equivalent shall not, of itself, create a presumption that theIndemnitee did not satisfy the foregoing standard of conduct to the extentapplicable thereto.

 

(b) The Company shallindemnify the Indemnitee in the event the Indemnitee was, or is, a party, or isthreatened to be made a party, to any threatened, pending, or completed action,suit or proceeding by or in the right of the Company to procure a judgment inits favor by reason of the fact that the Indemnitee is, or**was, or had agreed to become, a directorand/or officer of the Company, or is**orwas serving, or had agreed to serve, at the request of the Company as adirector, officer, trustee, employee, or agent of another corporation,partnership, joint venture, trust or other enterprise against costs, chargesand expenses (including attorneys’ and others’ fees and expenses) actually andreasonably incurred by the Indemnitee in connection with the defense orsettlement thereof or any appeal therefrom if the Indemnitee acted in goodfaith and in a manner the Indemnitee reasonably believed to be in or notopposed to the best interests of the Company and except that no indemnificationshall be made in respect of any claim, issue or matter as to which theIndemnitee shall have been adjudged to be liable to the Company unless and onlyto the extent that the Superior Court or the court in which such action, suitor proceeding was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case, theIndemnitee is fairly and reasonably entitled to indemnity for such expenseswhich the Superior Court or such other court shall deem proper.

 

(c) To the extent that theIndemnitee has been successful on the merits or otherwise, including withoutlimitation the dismissal of an action without prejudice, in any action, suit orproceeding referred to in Sections 2(a) or 2(b) or in defense of any claim,issue or matter therein, the Indemnitee shall be indemnified against costs,charges and expenses 

 

 

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(including attorneys’ and others’ fees andexpenses) actually and reasonably incurred by the Indemnitee in connectiontherewith.

 

(d) Any indemnificationunder Sections 2 (a) or 2(b) (unless ordered by a court) shall be made by theCompany only as authorized in the specific case upon a determination inaccordance with Section 4 or any applicable provision of the Certificate,By-Laws, other agreement, resolution or otherwise.  Such determination shall be made (i) by theBoard of Directors of the Company (the “Board”) by a majority vote of aquorum consisting of directors who were not parties to such action, suit orproceeding or (ii) if such a quorum of disinterested directors is notavailable, or if available the Board by a majority of the disinteresteddirectors, so directs, by independent legal counsel (designated in the mannerprovided below in this subsection (d)) in a written.  Independent legal counsel shall be designatedby vote of a majority of the disinterested directors; provided, however,that if the Board is unable or fails to so designate, such designation shall bemade by the Indemnitee subject to the approval of the Company (which approvalshall not be unreasonably withheld). Independent legal counsel shall not be any person or firm who, under theapplicable standards professional conduct then prevailing, would have aconflict of interest in representing either the Company or the Indemnitee in anaction to determine the Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable feesand expenses of such independent legal counsel and to indemnify fully suchcounsel against costs, charges and expenses (including attorneys’ and others’fees and expenses) actually and reasonably incurred by such counsel inconnection with this Agreement or the opinion of such counsel pursuant hereto.

 

(e) All expenses (includingattorneys’ and others’ fees and expenses) incurred by the Indemnitee in theIndemnitee’s capacity as a director and/or officer of the Company in defendingan actual or threatened civil or criminal action, suit or proceeding shall bepaid by the Company in advance of the final disposition of such action, suit orproceeding in the manner prescribed by Section 4(b).

 

(f) The Company shall notadopt any amendment to the Certificate or By-Laws the effect of which would beto deny, diminish or encumber the Indemnitee’s rights to indemnity or encumberthe Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, theCorporation Act or any other applicable law as applied to any act or failure toact occurring in whole or in part prior to the date (the “Effective Date”)upon which the amendment was approved by the Board or the Shareholders, as thecase may be.  If the Company shall adoptany amendment to the Certificate or By-Laws the effect of which would be to sodeny, diminish or encumber the Indemnitee’s rights to indemnity, whether underthis Agreement or otherwise, such amendment shall apply only to acts orfailures to act occurring entirely after the Effective Date of such amendment.

 

3.             Additional Indemnification. Pursuant to Section14A:3-5(8) of the Corporation Act, in addition to the rights which theIndemnitee may have pursuant to Section 2 or under other provisions of thisAgreement, the Certificate, the By-Laws, the Corporation Act, any policy ofinsurance or otherwise, the Indemnitee shall have the rights set forth in thisSection 3.  In the 

 

 

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event that indemnification would be permittedunder this Section 3 but not necessarily under Section 2 hereof, then thisSection 3 shall be controlling. The standards required for indemnificationunder Section 2 hereof and the procedures required to determine theapplicability of such standards, shall not apply the rights of the Indemniteeunder this Section 3. 

 

                                (a)The Company shall indemnify the Indemnitee against any amount which theIndemnitee is or becomes legally obligated to pay, including liabilities andexpenses, relating to or arising out of any claim, including any claim arisingfrom proceedings by or in the right of the Company,  made against the Indemnitee because of anyact, failure to act or neglect or breach of duty, including any actual oralleged error, misstatement or misleading statement, which the Indemniteecommits, suffers, permits or acquiesces in while acting in the Indemnitee’scapacity as a director and/or officer of the Company, or, at the requestof  the Company, as a director, officer,trustee, employee, or agent of another corporation, partnership, joint venture,trust or other enterprise.  The paymentswhich the Company is obligated to make pursuant to this Section 3 shallinclude, without limitation, damages, judgments, fines, settlements andcharges, costs, expenses, expenses of investigation and expenses of defense oflegal actions, suits, proceedings or claims and appeals therefrom, and expensesof appeal, attachment or similar bonds; provided, however, that theCompany shall not be obligated under this Section 3(a) to make any payment inconnection with any claim against the Indemnitee if a judgment or other finaladjudication adverse to the Indemnitee establishes that the Indemnitee’s actsor omissions (i) were in breach of the Indemnitee’s duty of loyalty to theCompany or the Shareholders, (ii) were not in good faith or involved a knowingviolation of law, or (iii) resulted in receipt by the Indemnitee of an improperpersonal benefit.  For the purposeshereof, a breach of the Indemnitee’s duty of loyalty means an act or omissionwhich the Indemnitee knows or believes to be contrary to the best interests ofthe Company or the Shareholders in connection with a matter in which theIndemnitee has a material conflict of interest. The Company shall not be obligated under this Section 3 to provide anyindemnification or any payment of expenses to an Indemnitee in connection withany suit, action, or other proceeding (or part thereof) initiated by theIndemnitee (other than an action by theIndemnitee to enforce the provisions of this Agreement),  unless the Board has authorized or consentedto the Action (or part thereof) in a resolution adopted by the Board.  The determination of whether theIndemnitee shall be entitled to indemnification under this Section 3(a) may be,but shall not be required to be, made in accordance with Section 4(a) exceptthat in no event shall any such determination be made by the Shareholders.  Any such determination made in accordancewith this Section, shall be binding upon the Company and the Indemnitee for allpurposes.

 

(b)Expenses (including without limitation attorneys’ and others’ fees andexpenses) incurred by Indemnitee in defending any actual or threatened civil orcriminal action, suit, proceeding or claim, and expenses incurred in enforcingthe rights of the Indemnitee under this Agreement, shall be paid by the Companyin advance of the final disposition thereof as authorized in accordance withSection 4(b).

 

4.             Certain Procedures Relating to Indemnification andAdvancement of Expenses. (a) Except as otherwise permitted or required bythe Corporation Act, for purposes of pursuing 

 

 

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rights to indemnification under Sections2(a), 2(b), 3(a), or 3(b), as the case may be, the Indemnitee may, but shallnot be required to, (i) submit to the Board a sworn statement of request forindemnification substantially in the form of Exhibit A attached heretoand made a part hereof (the “Indemnification Statement”) averring theentitlement to indemnification hereunder; and (ii) present to the Companyreasonable evidence of all amounts, including expenses, for which payment isrequested, including appropriate invoices. Submission of an Indemnification Statement to the Board shall create apresumption that the Indemnitee is entitled to indemnification under Sections2(a), 2(b), 3(a), or 3(b), as the case may be, and the Board shall be deemed tohave determined that the Indemnitee is entitled to such indemnification unlesswithin 30 calendar days after submission of the Indemnification Statement theBoard shall determine, subject to the limitation in Section 4(c) with respectto indemnification under Section 3, by vote of a majority of the directors at ameeting at which a quorum is present, based upon clear and convincing evidence(sufficient to rebut the foregoing presumption), and the Indemnitee shall havereceived notice within such period in writing of such determination, that theIndemnitee is not so entitled to indemnification, which notice shall disclosewith particularity the evidence in support of the Board’s determination.  The foregoing notice shall be signed by thedirector presiding as chairman at the meeting at which the vote to denyindemnification was taken or, if the action to deny indemnification was bywritten consent without a meeting, signed by all persons who participated inthe determination and voted to deny indemnification.  The provisions of this Section 4(a) areintended to be procedural only and shall not affect the right of the Indemniteeto indemnification under this Agreement, and any determination by the Boardthat the Indemnitee is not entitled to the indemnification and any failure tomake the payments requested in the Indemnification Statement shall be subjectto judicial review as provided in Section 6.

 

(b) For purposes ofdetermining whether to authorize advancement of expenses pursuant to Section2(e), the Indemnitee shall submit to the Board a sworn statement of request foradvancement of expenses substantially in the form of Exhibit B attachedhereto and made a part hereof (the “Undertaking”), averring that (i) theIndemnitee has reasonably incurred or will reasonably incur actual expenses indefending an actual or threatened civil or criminal action, suit, proceeding orclaim and (ii) the Indemnitee undertakes to repay such amount if it shallultimately be determined that the Indemnitee is not entitled to be indemnifiedby the Company under this Agreement or otherwise, which repayment by theIndemnitee shall be made within 180 days of a written request therefor by theCompany.  For purposes of requestingadvancement of expenses pursuant to Section 3(b), the Indemnitee may, but shallnot be required to, submit an Undertaking or such other form of request, as theIndemnitee determines to be appropriate (an “Expense Request”).  Upon receipt of an Undertaking or ExpenseRequest, as the case may be, the Board may make reasonable inquiries todetermine whether such expenses relate to an action, suit, proceeding or claimthe subject matter of which is of the type for which the Indemnitee may make aclaim for indemnification under this Agreement. Unless the Board determines within 10 calendar days after receipt ofsuch Undertaking or Expense Request that such expenses relate to an action,suit, proceeding or claim the subject matter of which is not of the type forwhich the Indemnitee may make a claim for indemnification under this Agreement,the Board shall authorize immediate payment of the expenses stated in theUndertaking or Expense Request, as 

 

 

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the case may be, whereupon such paymentsshall immediately be made by the Company. No security shall be required in connection with any Undertaking orExpense Request and any Undertaking or Expense Request shall be accepted withoutreference to the Indemnitee’s~~a~~bility to make repayment. For purposes of pursuing rights to advancement of expenses hereunder,the Indemnitee shall present to the Company reasonable evidence of all expensesfor which advancement is requested, including appropriate invoices.

 

(c) With respect toindemnification under Section 3, the Indemnitee’s entitlement toindemnification is not subject to any Board determination except adetermination that a judgment or other final adjudication adverse to theIndemnitee (A) establishes that the Indemnitee’s acts or omissions (i) were inbreach of the Indemnitee’s duty of loyalty (as defined in Section 3(a)), (ii)were not in good faith or involved a knowing violation of law, or (iii)resulted in receipt by the Indemnitee of an improper personal benefit, or (B)was not an action to enforce the provisions of this Agreement and theindemnification arises from an action or a portion thereof initiated by theIndemnitee without authorization or consent by Board resolution.

 

5.             Subrogation; Duplication of Payments. (a) In theevent of payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of the Indemnitee, whoshall execute all papers required and shall do everything that may be necessaryto secure such rights, including the execution of such documents necessary toenable the Company effectively to bring suit to enforce such rights.

 

(b) The Company shall not beliable under this Agreement to make any payment in connection with any claimmade against the Indemnitee to the extent the Indemnitee has actually receivedpayment (under any insurance policy, the Certificate, the By-Laws, orotherwise) of the amounts otherwise payable hereunder.

 

6.             Enforcement. (a) If a claim for indemnificationmade to the Company hereunder is not paid in full by the Company within 30calendar days after a written claim has been received by the Company, theIndemnitee may at any time thereafter bring suit against the Company to recoverthe unpaid amount of the claim.

 

(b) In any action broughtunder Section 6 (a), it shall be a defense to a claim for indemnificationsolely pursuant to Sections 2(a) or 2(b) (other than an action brought toenforce a claim for expenses incurred in defending any proceeding in advance ofits final disposition where the Undertaking, if any is required, has beentendered to the Company) that the Indemnitee has not met the standards ofconduct which make it permissible under the Corporation Act for the Company toindemnify the Indemnitee for the amount claimed, but the burden or proving suchdefense shall be on the Company.  Neitherthe failure of the Company (including the Board or independent legal counsel)to have made a determination prior to commencement of such action thatindemnification of the Indemnitee is proper in the circumstances because theIndemnitee has met the applicable standard of conduct set forth in theCorporation Act, nor an actual determination by the Company (including theBoard or independent legal counsel) that the Indemnitee has not met suchapplicable standard of conduct, shall be a defense to the action or 

 

 

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createa presumption that the Indemnitee has not met the applicable standard ofconduct under Sections 2(a) or 2(b).  Ifstandards applicable under Section 2(a) or 2(b) are not met, such failure shallnot preclude indemnification under Section 3 subject to the applicablestandards of Section 3. 

 

(c)           The Indemnitee shall not be required to incur the expensesassociated with the enforcement of rights under this Agreement by litigation orother legal action because the cost and expense thereof would substantiallydetract from the benefits intended to be extended to the Indemniteehereunder.  Accordingly, if the Companyhas failed to comply with any of its obligations under this Agreement or if theCompany or any other person takes any action to declare this Agreement void orunenforceable, or institutes any action, suit or proceeding designed (or havingthe effect of being designed) to deny, or to recover from, the Indemnitee thebenefits intended to be provided to the Indemnitee hereunder, the Companyirrevocably authorizes the Indemnitee from time to time, at the expense of theCompany as hereinafter provided, to retain counsel (in compliance with Section7) to represent the Indemnitee in connection with the initiation or defense ofany such action, suit, or proceeding, whether by or against the Company or anydirector, officer, Shareholder, or other person affiliated with the Company, inany jurisdiction.  The Company shall payand be solely responsible for any and all costs, charges and expenses(including attorneys’ and others’ fees and expenses) reasonably incurred by theIndemnitee (i) as a result of the Company’s failure to perform this Agreementor any provision hereof or (ii) as a result of the Company or any Personcontesting the validity or enforceability, of this Agreement or any, provisionhereof as aforesaid.

 

7.             Counsel. With respect to any action, suit, proceeding or claim for whichindemnification or advancement of expenses may be sought pursuant to thisAgreement and upon request of the Indemnitee after the Indemnitee has submittedan Indemnification Statement to the Board, the Company shall retain counselreasonably satisfactory to the Indemnitee to represent the Indemnitee and anyother the Company may designate (which may include the Company) in connectionwith the action, suit, proceeding or claim to which the IndemnificationStatement relates.  In connection withany such action, suit, proceeding or claim, the Indemnitee shall have the rightto retain separate counsel at the Indemnitee’s expense, except that the feesand expenses of such separate counsel retained by the Indemnitee shall beexpenses for which indemnification and advancement shall be available underthis Agreement if (i) the Company and the Indemnitee shall have agreed to theretention of such counsel or (ii) the parties named or threatened to be namedin any such action, suit, proceeding or claim (including impleaded parties) include,in addition to the Indemnitee, the Company or another party who may beindemnified by the Company and representation of more than one party by thesame counsel would be inappropriate due to actual or, in the reasonable opinionof the Company, potential conflicts of interests between them.

 

8.             Mergeror Consolidation.  If the Companyshall be a constituent corporation in a consolidation, merger, or other reorganization, the Company, ifthe Companyshall not be the surviving, or resulting~~~~corporation therein, shall require asa condition thereto that the surviving, resulting, or acquiring corporation agree to indemnify theIndemnitee to the full extent provided 

 

 

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in this Agreement.  Whether ornot the Company is the resulting, surviving or acquiring corporation in anysuch transaction, the Indemnitee shall also stand in the same position underthis Agreement with respect to the resulting, acquiring corporation as the Indemnitee would have with respect to the Companyif its separate existence had continued.

 

9.             Nonexclusivity and Severability. (a) The right toindemnification provided by this Agreement shall not be exclusive of any otherrights to which the Indemnitee may be entitled under the Certificate, By-Laws,the Corporation Act, any other statute, insurance policy, agreement, vote ofShareholders or directors, or otherwise, both as to actions in the Indemnitee’sofficial capacity and as to actions in another capacity while holding suchoffice, and shall continue after the Indemnitee has ceased to be a director,officer, trustee, employee, or agent and shall inure to the benefit of theIndemnitee’s heirs, executors and administrators.

 

(b)           If any provision of this Agreement or the application ofany provision hereof to any person or circumstances is held invalid,unenforceable or otherwise illegal, the remainder of this Agreement and theapplication of such provision to other persons or circumstances shall not beaffected, and the provision so held to be invalid, unenforceable or otherwiseillegal shall be reformed to the extent (and only to the extent) necessary tomake it enforceable, valid, and legal.

 

10.           Governing Law. This Agreement shall be governed byand construed in accordance with the laws of the State of New Jersey, withoutgiving effect to the principles of conflicts of law thereof.

 

                11.       Allowancefor Compliance with SEC Requirements. Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”)has expressed the opinion that indemnification of directors and officers fromliabilities under the Securities Act of 1933 (the “Securities Act”) isagainst public policy as expressed in the Securities Act and, is therefore,unenforceable.  Indemnitee hereby agreesthat it will not be a breach of this Agreement for the Company to haveundertaken or to undertake with the SEC in connection with the registration forissuance of any shares or other securities of the Company from time to timethat, in the event a claim for indemnification against such liabilities (otherthan the payment by the Company of expenses incurred or paid by a director orofficer of the Company in the successful defense of any action, suit orproceeding) is asserted in connection with such shares or other securitiesbeing registered, the Company will, unless in the opinion of its counsel thematter has been settled by controlling precedent, submit to a court ofcompetent jurisdiction the question of whether or not such indemnification bythe Company is against public policy as expressed in the Securities Act andwill be governed by the final adjudication of such issue. Indemnitee furtheragrees that such submission to a court of competent jurisdiction shall not be abreach of this Agreement.

 

12.           Modification; Survival.  This Agreement, together with the By-laws,the Certificate, and the Corporation Act, contain the entire agreement of theparties relating to indemnification of the Indemnitee.  This Agreement may be modified only by aninstrument in writing signed by both parties hereto.  The provisions of this Agreement shallsurvive the death, 

 

 

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disability, or incapacity of the Indemniteeor the termination of the Indemnitee’s service as an officer of the Company andshall inure to the benefit of the Indemnitee’s heirs, executors andadministrators.

 

13.           Certain Terms. For purposes of this Agreement, references to “other enterprises” shallinclude employee benefit plans; references to “fines” shall include any excisetaxes assessed on Indemnitee with respect to any employee benefit plan; andreferences to “serving at the request of the Company” shall include any serviceas a director, officer, trustee, employee or agent of the Company which imposesduties on, or involves services by, the Indemnitee with respect to an employeebenefit plan, its participants or beneficiaries; references to the masculineshall include the feminine; references to the singular shall include the pluraland vice versa; and if the Indemnitee acted in good faith and in a mannerreasonably believed to be in the interest of the participants and beneficiariesof an employee benefit plan, the Indemnitee shall be deemed to have acted in amanner “not opposed to the best interests of the Company” as referenced toherein.

 

14.           PriorAgreements.  This Agreementsupercedes all other prior agreements and understandings, both written andoral, between the parties with respect to the subject matter hereof.

 

                15.           Headings and Interpretation.  When a reference is made in this Agreement toSections or Exhibits, such references shall be to a Section or Exhibit to thisAgreement unless otherwise indicated.

 

IN WITNESS WHEREOF, theCompany and the Indemnitee have duly executed this Agreement as of the datefirst above written.

 
|   | DENDRITE INTERNATIONAL,  INC. |
|--------|-------------------------------|
|   |                          |   |
|   | By:                           |   |
|   |                          |   |
|   |                          |   |

 

 

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**Exhibit A**

 

INDEMNIFICATIONSTATEMENT

 
| STATE OF  |   | )    |
|-----------|--------|------|
|      |   | ) SS |
| COUNTY OF |   | )    |

 

                I,______________________, being first duly sworn, do depose and say as follows:

 

                1.This Indemnification Statement is submitted pursuant to the IndemnificationAgreement dated as of __________  ___,200_  between Dendrite International,Inc., a New Jersey corporation (the “Company”), and the undersigned.

 

                2. I amrequesting indemnification against charges, costs, expenses (includingattorneys’ and others’ fees and expenses), judgments, fines and amounts paid insettlement, all of which (collectively, “Liabilities”) have been or willbe incurred by me in connection with an actual or threatened action, suit,proceeding or claim to which I am a party or am threatened to be made a party.

 

                3. With respectto all matters related to any action, suit, proceeding or claim, I am entitledto be indemnified as herein contemplated pursuant to the aforesaidIndemnification Agreement.

 

                4.Without limiting any other rights which I have or may have, I am requestingindemnification against Liabilities which have or may arise out of________________________________________________________

_________________________________________________________________________.

 

                Subscribed andsworn to before me, a Notary Public in and for said County and State, this

____________ day of __________________, ____.

 
|   |   |
|--------|--------|

 

[Seal]

 

                Mycommission expires the ____ day of ______________, ______.

 

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**Exhibit B**

UNDERTAKING

 
| STATE OF  |   | )    |
|-----------|--------|------|
|      |   | ) SS |
| COUNTY OF |   | )    |

 

                I, _______________________,being first duly sworn, do depose and say as follows:

 

                1.         This Undertaking is submitted pursuant to theIndemnification Agreement dated as of __________  __, 200_ between Dendrite International,Inc., a New Jersey corporation (the “Company”), and the undersigned.

 

                2.         I am requesting advancement of certain costs, charges andexpenses which I have incurred or will incur in defending an actual orthreatened civil or criminal action, suit, proceeding or claim.

 

                3.         I hereby undertake to repay this advancement of expenses ifit shall ultimately be determined that I am not entitled to be indemnified bythe Company under the aforesaid Indemnity Agreement or otherwise.  Such repayment shall be made within 180 daysof a written request therefore by the Company.

 

                4.         The costs, charges and expenses for which advancement isrequested are, in general, all expenses related to ___________________________________________________________________________________

_____________________________________________________________________________.

 

                                                                                                _________________________________________

 

 

Subscribedand sworn to before me, a Notary Public in and for said County and State, this___ day of _____________, _____.

 
|   |   |
|--------|--------|

 

[Seal]

 

                My commission expires the ______day of __________________, ______.

 

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