Exhibit
10.41


 


INDEMNIFICATION AGREEMENT


 


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


 


WITNESSETH:


 


 WHEREAS, the Indemnitee is presently serving
as a [director/officer] of the Company, and the Company desires the Indemnitee
to continue in such capacity;


 


 WHEREAS, the Indemnitee is
willing, subject to certain conditions (including the execution and performance
of this Agreement by the Company), to continue in that capacity;


 


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


 


 WHEREAS, as a result of circumstances having
no 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 the
Indemnitee to, or on behalf of, the Company are valuable and beneficial to the
Company and its shareholders (the “Shareholders”);   and


 


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


 


NOW, THEREFORE, to induce
the Indemnitee to continue to serve in the Indemnitee’s  present capacity and in consideration of
these premises and the mutual agreements set forth in this Agreement, the
Company 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 and
qualified in accordance with the By-laws or until the resignation of the
Indemnitee in writing in accordance with applicable law/officer of 


 


 





















 


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


 


2.             Basic Statutory Indemnity. (a) The Company shall indemnify the Indemnitee in the event the
Indemnitee was or  is a party or is
threatened 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 fact
that 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 of
the Company as a director, officer, trustee, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in such capacity,
against any and all costs, charges and expenses (including attorneys, and
others’ fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnitee in connection therewith and
any appeal therefrom if the Indemnitee acted in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the Indemnitee’s conduct was unlawful.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendre or its equivalent shall not, of itself, create a presumption that the
Indemnitee did not satisfy the foregoing standard of conduct to the extent
applicable thereto.


 


(b) The Company shall
indemnify the Indemnitee in the event the Indemnitee was, or is, a party, or is
threatened 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 in
its favor by reason of the fact that the Indemnitee is, or was, or had agreed to become, a director
and/or officer of the Company, or is or
was serving, or had agreed to serve, at the request of the Company as a
director, officer, trustee, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise against costs, charges
and expenses (including attorneys’ and others’ fees and expenses) actually and
reasonably incurred by the Indemnitee in connection with the defense or
settlement thereof or any appeal therefrom if the Indemnitee acted in good
faith and in a manner the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company and except that no indemnification
shall be made in respect of any claim, issue or matter as to which the
Indemnitee shall have been adjudged to be liable to the Company unless and only
to the extent that the Superior Court or the court in which such action, suit
or proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the
Indemnitee is fairly and reasonably entitled to indemnity for such expenses
which the Superior Court or such other court shall deem proper.


 


(c) To the extent that the
Indemnitee has been successful on the merits or otherwise, including without
limitation the dismissal of an action without prejudice, in any action, suit or
proceeding 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 


 


 





















 


(including attorneys’ and others’ fees and
expenses) actually and reasonably incurred by the Indemnitee in connection
therewith.


 


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


 


(e) All expenses (including
attorneys’ and others’ fees and expenses) incurred by the Indemnitee in the
Indemnitee’s capacity as a director and/or officer of the Company in defending
an actual or threatened civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such action, suit or
proceeding in the manner prescribed by Section 4(b).


 


(f) The Company shall not
adopt any amendment to the Certificate or By-Laws the effect of which would be
to deny, diminish or encumber the Indemnitee’s rights to indemnity or encumber
the Indemnitee’s rights to indemnity pursuant to the Certificate, By-Laws, the
Corporation Act or any other applicable law as applied to any act or failure to
act 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 the
case may be.  If the Company shall adopt
any amendment to the Certificate or By-Laws the effect of which would be to so
deny, diminish or encumber the Indemnitee’s rights to indemnity, whether under
this Agreement or otherwise, such amendment shall apply only to acts or
failures to act occurring entirely after the Effective Date of such amendment.


 


3.             Additional Indemnification. Pursuant to Section
14A:3-5(8) of the Corporation Act, in addition to the rights which the
Indemnitee may have pursuant to Section 2 or under other provisions of this
Agreement, the Certificate, the By-Laws, the Corporation Act, any policy of
insurance or otherwise, the Indemnitee shall have the rights set forth in this
Section 3.  In the 


 


 





















 


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


 


                                (a)
The Company shall indemnify the Indemnitee against any amount which the
Indemnitee is or becomes legally obligated to pay, including liabilities and
expenses, relating to or arising out of any claim, including any claim arising
from proceedings by or in the right of the Company,  made against the Indemnitee because of any
act, failure to act or neglect or breach of duty, including any actual or
alleged error, misstatement or misleading statement, which the Indemnitee
commits, suffers, permits or acquiesces in while acting in the Indemnitee’s
capacity as a director and/or officer of the Company, or, at the request
of  the Company, as a director, officer,
trustee, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise.  The payments
which the Company is obligated to make pursuant to this Section 3 shall
include, without limitation, damages, judgments, fines, settlements and
charges, costs, expenses, expenses of investigation and expenses of defense of
legal actions, suits, proceedings or claims and appeals therefrom, and expenses
of appeal, attachment or similar bonds; provided, however, that the
Company shall not be obligated under this Section 3(a) to make any payment in
connection with any claim against the Indemnitee if a judgment or other final
adjudication adverse to the Indemnitee establishes that the Indemnitee’s acts
or omissions (i) were in breach of the Indemnitee’s duty of loyalty to the
Company or the Shareholders, (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.  For the purposes
hereof, a breach of the Indemnitee’s duty of loyalty means an act or omission
which the Indemnitee knows or believes to be contrary to the best interests of
the Company or the Shareholders in connection with a matter in which the
Indemnitee has a material conflict of interest. 
The Company shall not be obligated under this Section 3 to provide any
indemnification or any payment of expenses to an Indemnitee in connection with
any suit, action, or other proceeding (or part thereof) initiated by the
Indemnitee (other than an action by the
Indemnitee to enforce the provisions of this Agreement),  unless the Board has authorized or consented
to the Action (or part thereof) in a resolution adopted by the Board.  The determination of whether the
Indemnitee 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) except
that in no event shall any such determination be made by the Shareholders.  Any such determination made in accordance
with this Section, shall be binding upon the Company and the Indemnitee for all
purposes.


 


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


 


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


 


 





















 


rights to indemnification under Sections
2(a), 2(b), 3(a), or 3(b), as the case may be, the Indemnitee may, but shall
not be required to, (i) submit to the Board a sworn statement of request for
indemnification substantially in the form of Exhibit A attached hereto
and made a part hereof (the “Indemnification Statement”) averring the
entitlement to indemnification hereunder; and (ii) present to the Company
reasonable evidence of all amounts, including expenses, for which payment is
requested, including appropriate invoices. 
Submission of an Indemnification Statement to the Board shall create a
presumption that the Indemnitee is entitled to indemnification under Sections
2(a), 2(b), 3(a), or 3(b), as the case may be, and the Board shall be deemed to
have determined that the Indemnitee is entitled to such indemnification unless
within 30 calendar days after submission of the Indemnification Statement the
Board shall determine, subject to the limitation in Section 4(c) with respect
to indemnification under Section 3, by vote of a majority of the directors at a
meeting at which a quorum is present, based upon clear and convincing evidence
(sufficient to rebut the foregoing presumption), and the Indemnitee shall have
received notice within such period in writing of such determination, that the
Indemnitee is not so entitled to indemnification, which notice shall disclose
with particularity the evidence in support of the Board’s determination.  The foregoing notice shall be signed by the
director presiding as chairman at the meeting at which the vote to deny
indemnification was taken or, if the action to deny indemnification was by
written consent without a meeting, signed by all persons who participated in
the determination and voted to deny indemnification.  The provisions of this Section 4(a) are
intended to be procedural only and shall not affect the right of the Indemnitee
to indemnification under this Agreement, and any determination by the Board
that the Indemnitee is not entitled to the indemnification and any failure to
make the payments requested in the Indemnification Statement shall be subject
to judicial review as provided in Section 6.


 


(b) For purposes of
determining whether to authorize advancement of expenses pursuant to Section
2(e), the Indemnitee shall submit to the Board a sworn statement of request for
advancement of expenses substantially in the form of Exhibit B attached
hereto and made a part hereof (the “Undertaking”), averring that (i) the
Indemnitee has reasonably incurred or will reasonably incur actual expenses in
defending an actual or threatened civil or criminal action, suit, proceeding or
claim and (ii) the Indemnitee undertakes to repay such amount if it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by the Company under this Agreement or otherwise, which repayment by the
Indemnitee shall be made within 180 days of a written request therefor by the
Company.  For purposes of requesting
advancement of expenses pursuant to Section 3(b), the Indemnitee may, but shall
not be required to, submit an Undertaking or such other form of request, as the
Indemnitee determines to be appropriate (an “Expense Request”).  Upon receipt of an Undertaking or Expense
Request, as the case may be, the Board may make reasonable inquiries to
determine whether such expenses relate to an action, suit, proceeding or claim
the subject matter of which is of the type for which the Indemnitee may make a
claim for indemnification under this Agreement. 
Unless the Board determines within 10 calendar days after receipt of
such 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 for
which the Indemnitee may make a claim for indemnification under this Agreement,
the Board shall authorize immediate payment of the expenses stated in the
Undertaking or Expense Request, as 


 


 





















 


the case may be, whereupon such payments
shall immediately be made by the Company. 
No security shall be required in connection with any Undertaking or
Expense Request and any Undertaking or Expense Request shall be accepted without
reference to the Indemnitee’s
ability to make repayment. 
For purposes of pursuing rights to advancement of expenses hereunder,
the Indemnitee shall present to the Company reasonable evidence of all expenses
for which advancement is requested, including appropriate invoices.


 


(c) With respect to
indemnification under Section 3, the Indemnitee’s entitlement to
indemnification is not subject to any Board determination except a
determination that a judgment or other final adjudication adverse to the
Indemnitee (A) establishes that the Indemnitee’s acts or omissions (i) were in
breach 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 the
indemnification arises from an action or a portion thereof initiated by the
Indemnitee without authorization or consent by Board resolution.


 


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


 


(b) The Company shall not be
liable under this Agreement to make any payment in connection with any claim
made against the Indemnitee to the extent the Indemnitee has actually received
payment (under any insurance policy, the Certificate, the By-Laws, or
otherwise) of the amounts otherwise payable hereunder.


 


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


 


(b) In any action brought
under Section 6 (a), it shall be a defense to a claim for indemnification
solely pursuant to Sections 2(a) or 2(b) (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the Undertaking, if any is required, has been
tendered to the Company) that the Indemnitee has not met the standards of
conduct which make it permissible under the Corporation Act for the Company to
indemnify the Indemnitee for the amount claimed, but the burden or proving such
defense shall be on the Company.  Neither
the failure of the Company (including the Board or independent legal counsel)
to have made a determination prior to commencement of such action that
indemnification of the Indemnitee is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set forth in the
Corporation Act, nor an actual determination by the Company (including the
Board or independent legal counsel) that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or 


 


 





















 


create
a presumption that the Indemnitee has not met the applicable standard of
conduct under Sections 2(a) or 2(b).  If
standards applicable under Section 2(a) or 2(b) are not met, such failure shall
not preclude indemnification under Section 3 subject to the applicable
standards of Section 3. 


 


(c)           The Indemnitee shall not be required to incur the expenses
associated with the enforcement of rights under this Agreement by litigation or
other legal action because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee
hereunder.  Accordingly, if the Company
has failed to comply with any of its obligations under this Agreement or if the
Company or any other person takes any action to declare this Agreement void or
unenforceable, or institutes any action, suit or proceeding designed (or having
the effect of being designed) to deny, or to recover from, the Indemnitee the
benefits intended to be provided to the Indemnitee hereunder, the Company
irrevocably authorizes the Indemnitee from time to time, at the expense of the
Company as hereinafter provided, to retain counsel (in compliance with Section
7) to represent the Indemnitee in connection with the initiation or defense of
any such action, suit, or proceeding, whether by or against the Company or any
director, officer, Shareholder, or other person affiliated with the Company, in
any jurisdiction.  The Company shall pay
and be solely responsible for any and all costs, charges and expenses
(including attorneys’ and others’ fees and expenses) reasonably incurred by the
Indemnitee (i) as a result of the Company’s failure to perform this Agreement
or any provision hereof or (ii) as a result of the Company or any Person
contesting the validity or enforceability, of this Agreement or any, provision
hereof as aforesaid.


 


7.             Counsel. 
With respect to any action, suit, proceeding or claim for which
indemnification or advancement of expenses may be sought pursuant to this
Agreement and upon request of the Indemnitee after the Indemnitee has submitted
an Indemnification Statement to the Board, the Company shall retain counsel
reasonably satisfactory to the Indemnitee to represent the Indemnitee and any
other the Company may designate (which may include the Company) in connection
with the action, suit, proceeding or claim to which the Indemnification
Statement relates.  In connection with
any such action, suit, proceeding or claim, the Indemnitee shall have the right
to retain separate counsel at the Indemnitee’s expense, except that the fees
and expenses of such separate counsel retained by the Indemnitee shall be
expenses for which indemnification and advancement shall be available under
this Agreement if (i) the Company and the Indemnitee shall have agreed to the
retention of such counsel or (ii) the parties named or threatened to be named
in any such action, suit, proceeding or claim (including impleaded parties) include,
in addition to the Indemnitee, the Company or another party who may be
indemnified by the Company and representation of more than one party by the
same counsel would be inappropriate due to actual or, in the reasonable opinion
of the Company, potential conflicts of interests between them.


 


8.             Merger
or Consolidation.  If the Company
shall be a constituent corporation in a consolidation, merger, or other reorganization, the Company, if
the Company
shall not be the surviving, or resulting  corporation therein, shall require as
a condition thereto that the surviving, resulting, or acquiring corporation agree to indemnify the
Indemnitee to the full extent provided 


 


 





















 


in this Agreement.  Whether or
not the Company is the resulting, surviving or acquiring corporation in any
such transaction, the Indemnitee shall also stand in the same position under
this Agreement with respect to the resulting, acquiring corporation as the Indemnitee would have with respect to the Company
if its separate existence had continued.


 


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


 


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


 


10.           Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of New Jersey, without
giving effect to the principles of conflicts of law thereof.


 


                11.       Allowance
for Compliance with SEC Requirements. 
Indemnitee acknowledges that the Securities and Exchange Commission (“SEC”)
has expressed the opinion that indemnification of directors and officers from
liabilities under the Securities Act of 1933 (the “Securities Act”) is
against public policy as expressed in the Securities Act and, is therefore,
unenforceable.  Indemnitee hereby agrees
that it will not be a breach of this Agreement for the Company to have
undertaken or to undertake with the SEC in connection with the registration for
issuance of any shares or other securities of the Company from time to time
that, in the event a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director or
officer of the Company in the successful defense of any action, suit or
proceeding) is asserted in connection with such shares or other securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
competent jurisdiction the question of whether or not such indemnification by
the Company is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue. Indemnitee further
agrees that such submission to a court of competent jurisdiction shall not be a
breach of this Agreement.


 


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


 


 





















 


disability, or incapacity of the Indemnitee
or the termination of the Indemnitee’s service as an officer of the Company and
shall inure to the benefit of the Indemnitee’s heirs, executors and
administrators.


 


13.           Certain Terms. 
For purposes of this Agreement, references to “other enterprises” shall
include employee benefit plans; references to “fines” shall include any excise
taxes assessed on Indemnitee with respect to any employee benefit plan; and
references to “serving at the request of the Company” shall include any service
as a director, officer, trustee, employee or agent of the Company which imposes
duties on, or involves services by, the Indemnitee with respect to an employee
benefit plan, its participants or beneficiaries; references to the masculine
shall include the feminine; references to the singular shall include the plural
and vice versa; and if the Indemnitee acted in good faith and in a manner
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, the Indemnitee shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referenced to
herein.


 


14.           Prior
Agreements.  This Agreement
supercedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof.


 


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


 


IN WITNESS WHEREOF, the
Company and the Indemnitee have duly executed this Agreement as of the date
first above written.


 


	
   

  	
  DENDRITE INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 





















Exhibit A


 


INDEMNIFICATION
STATEMENT


 


	
  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 Indemnification
Agreement dated as of __________  ___,
200_  between Dendrite International,
Inc., a New Jersey corporation (the “Company”), and the undersigned.


 


                2. I am
requesting indemnification against charges, costs, expenses (including
attorneys’ and others’ fees and expenses), judgments, fines and amounts paid in
settlement, all of which (collectively, “Liabilities”) have been or will
be 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 respect
to all matters related to any action, suit, proceeding or claim, I am entitled
to be indemnified as herein contemplated pursuant to the aforesaid
Indemnification Agreement.


 


                4.
Without limiting any other rights which I have or may have, I am requesting
indemnification against Liabilities which have or may arise out of
________________________________________________________


_________________________________________________________________________.


 


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


____________ day of __________________, ____.


 


	
   

  	
   

  



 


[Seal]


 


                My
commission expires the ____ day of ______________, ______.


 





















 


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 the
Indemnification 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 and
expenses which I have incurred or will incur in defending an actual or
threatened civil or criminal action, suit, proceeding or claim.


 


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


 


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


_____________________________________________________________________________.


 


                                                                                                _________________________________________


 


 


Subscribed
and sworn to before me, a Notary Public in and for said County and State, this
___ day of _____________, _____.


 


	
   

  	
   

  



 


[Seal]


 


                My commission expires the ______
day of __________________, ______.