Exhibit
10.35


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (the “Agreement”) dated as of October 28, 1998, by and
between Dendrite International Inc. a New Jersey corporation (the “Company”),
and Mark H. Cieplik, an executive officer of the Company (the “Indemnitee”):


 


WITNESSETH:


 


WHEREAS, the Indemnitee
is presently serving as an executive 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”), 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;


 


NOW, THEREFORE, to induce
the Indemnitee to continue to serve in his 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 an
executive officer of the Company until removal by the Board of Directors in
accordance with the Company’s by-laws (the “By-Laws”) or he resigns in
writing in accordance with applicable law.


 


2.             Initial Indemnity.  (a) The Company shall indemnify
the Indemnitee who 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 he is or was or had agreed to
become an executive 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 he 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 his 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 who 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 he is or  was or had agreed to become an executive
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 him in connection with the
defense or settlement thereof or any appeal therefrom if he acted in good faith
and in a manner he 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, he shall be indemnified against costs, charges
and expenses (including attorneys’ and others’ fees and expenses) actually and
reasonably incurred by him 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, (ii) if such
a quorum of disinterested directors is not available or so directs, by
independent legal counsel (designated in the manner provided below in this
subsection (d)) in a written opinion or (iii) by a majority vote of a quorum
of the stockholders of the Company at a meeting duly called and held present
(the “Stockholders”). 
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


 


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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) A11 expenses
(including attorneys’ and others’, fees and expenses) incurred by the
Indemnitee in his capacity as an executive 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
New Jersey Business Corporation Act (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 of Stockholders, 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, such amendment shall apply only
to acts or failures to act occurring entirely after the Effective Date thereof.


 


3.             Additional
Indemnification.  (a) Pursuant to
Section 14A:3-5 of the Corporation Act, without limiting any right which
the Indemnitee may have pursuant to Section 2, the Certificate, the
By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject
to the limitations on the maximum permissible indemnity which may exist under
applicable law at the time of any request for indemnity hereunder determined as
contemplated by Section 3(a), the Company shall indemnify the Indemnitee
against any amount which he is or becomes legally obligated to pay relating to
or arising out of any claim made against him because of any act, failure to act
or neglect or breach of duty, including any actual or alleged error,
misstatement or misleading statement, which he commits, suffers, permits or
acquiesces in while acting in his capacity as an executive officer of the
Company, or, at the request of the Company, as a director, officer, trustee,
employee or agent of another corporations 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, 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 his acts or omissions (i) were in
breach of his duty of loyalty to the Company or the Stockholders, (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.  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).  If that determination is so made, it shall
be binding upon the Company and the Indemnitee for all, purposes.


 


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(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 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 his rights to indemnification under Sections 2(a), 2(b) or 3(a), 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 that he is entitled to indemnification hereunder; and
(ii) present to the Company reasonable evidence of all 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) or 3(a), 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 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 7.


 


(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) he 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) he undertakes to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company under this
Agreement or otherwise, which repayment 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 he 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


 


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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 his
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.


 


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 pursuant to Section 4 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
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, independent legal counsel or the
Stockholders) to have made a determination prior to commencement of such action
that indemnification of the Indemnitee is proper in the circumstances because
he has met the applicable standard of conduct set forth in the Corporation Act,
nor an actual determination by the Company (including the Board, independent
legal counsel or the Stockholders) 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.


 


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(c)           The Indemnitee shall not be required to incur the
expenses associated with the enforcement of his rights under thus 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, stockholder 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 his own counsel at his own expense, except that
the fees and expenses of such 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 it shall not be the surviving, resulting or
other corporation therein, shall require as a condition thereto the surviving,
resulting or acquiring corporation to 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 he would have with respect to the Company if its separate
existence had continued.


 


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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 stockholders or directors or
otherwise, both as to actions in his 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 his 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.           Modification;
Survival.  This Agreement contains
the entire agreement of the parties relating to the subject matter hereof.  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 executive officer of the Company and shall inure to the benefit
of the Indemnitee’s heirs, executors and administrators.


 


12.           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 he shall be
deemed to have acted in a manner “not opposed to the best interests of the
Company” as referenced to herein.


 


13.           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.


 


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  DENDRITE
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Christopher J. French

  
	
   

  	
   

  	
  Vice President, General
  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Mark H. Cieplik

  
	
   

  	
   

  	
   

  



8

















 


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
October 28, 1998 between Dendrite International, Inc., a New Jersey
corporation (the “Company”), and the undersigned.


 


2.             1 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
                      ,
           .


 


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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 the Indemnification Agreement dated as of
October 28, 1998 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
                       ,
          .


 


10