Exhibit 10.33


 


[DENDRITE INTERNATIONAL LOGO]


 


	
   

  	
  Dendrite
  International

  
	
   

  	
  7 Powder
  Horn Drive

  
	
   

  	
  Warren

  
	
   

  	
  New Jersey
  07060

  
	
   

  	
  USA

  
	
  EMPLOYMENT AGREEMENT

  
	
   

  	
  Telephone: 201.271.8313

  
	
   

  	
  Fax: 201.271.6144

  



 


 


This agreement
made by and between DENDRITE INTERNATIONAL, a New Jersey Partnership
(“Dendrite”) and Jean-Paul Modde of (“Employee”).


 


WHEREAS,
Dendrite, its affiliates, and subsidiaries are in the business of providing
what is referred to as Territory Management Systems and related hardware and
equipment to its customers.


 


R E C I T A L:


 


A.                                   Dendrite
wishes to employ the employee on the terms and conditions set forth in this
Agreement, and


 


B.                                     The
Employee wishes to become employed by Dendrite on the terms and conditions set
forth in this Agreement.


 


NOW, THEREFORE,
it is agreed as follows:


 


1.                                       EMPLOYMENT
AT WILL.


 


Dendrite
hereby employs the Employee as, an at-will employee. This employment may be
terminated at any time for any reason by Dendrite or by the Employee unless
there is a separate written agreement setting forth a specific term. As a
matter of courtesy and fair business dealings, the Employee will attempt to
provide three weeks notice to Dendrite before terminating his/her


 

















 


employment in order to permit Dendrite an opportunity to replace
him/her.


 


2.                                       DUTIES.


 


The Employee
shall perform those duties as may from time to time be assigned to him/her and
shall carry out any assignments related to the company or its affiliate as
directed. With the employee’s agreement, this may involve rendering services at
various locations throughout the world. The Employee shall devote his/her full
time and best effort to the duties assigned to him/her which he/she shall
faithfully and diligently perform. The Employee shall report to Dendrite as may
be required and will fully account for all records, data, materials or other
property belonging to Dendrite or its customers of which he/she is given
custody. Dendrite may, form time to time, establish rules and regulations and
the Employee shall faithfully observe these in the performance of his/her
duties.


 


3.                                       COMPENSATION.


 


Dendrite shall
pay the Employee for his/her services and initial starting salary of     N/A.  The compensation may be changed from time to time without written
amendment to this Agreement. Compensation shall be paid on a periodic basis in
the same manner in which other employees are paid.


 


4.                                       BENEFITS.


 


Dendrite shall
provide the Employee:


 


A.           An
annual vacation of a duration as previously agreed upon.


 


B.             Reimbursement
for all reasonable travel, entertainment and other reasonable and necessary
out-of-pocket expenses incurred by the Employee in connection with the
performance of his/her duties. Reimbursement will be made


 

















 


upon the submission by the
Employee of appropriate documentation and verification of the expenses;


 


C.             Life
insurance, retirement and other fringe benefits to the same extent as may be
provided to other employees generally.


 


5.                                       INFORMATION
AND BUSINESS OPPORTUNITY.


 


During the
term of his/her employment by Dendrite, the Employee may acquire knowledge of
(a) information that is relevant to the business of Dendrite or its affiliates
or (b) knowledge of business opportunities pertaining to the business in which
Dendrite or its affiliates are engaged. The Employee shall promptly disclose to
Dendrite that information or business opportunity but shall not disclose it to
anyone else without Dendrite’s written consent.


 


6.                                       DENDRITE
CONFIDENTIAL INFORMATION.


 


It is
anticipated that the Employee will, as a result of his/her employment with
Dendrite, acquire information which is proprietary and confidential to
Dendrite. This information includes, but is not limited to technical and
commercial information, customer lists, financial arrangement, competitive
status, pricing policies, knowledge of suppliers, technical capabilities and
other business affairs relating to Dendrite. It also includes technical
information involving Dendrite’s work. The Employee will keep all such
information confidential and will not reveal it at any time without the express
written consent of Dendrite. This obligation is to continue in force after
employment terminates for whatever reason.


 


7.                                       CLIENT
CONFIDENTIAL INFORMATION.


 


Dendrite may,
from time to time, be furnished information and data which


 

















 


is proprietary and confidential
to its clients, customers or suppliers. The Employee will not, at any time for
any reason, reveal any information provided by any of Dendrite’s clients,
customers or suppliers to anyone, unless provided with prior written consent by
Dendrite or by the client, customer or supplier. This obligation is to continue
in force after employment terminates for whatever reason.


 


8.                                       RETURN
OF DATA.


 


Upon
termination of employment for any reason, the Employee shall return to Dendrite
all material including all copies of any disks, notes, notebooks, blueprints,
customer lists or other papers belonging to Dendrite or to any of its
customers, clients or suppliers. This is to include any plans, statistics,
tapes, programming material, computer programs or any other documents,
information of data in whatever form.


 


9.                                       INVENTIONS
AND DISCOVERIES.


 


During the
term of his/her employment, the Employee may conceive ideas, discoveries or
inventions, (including computer programs and enhancements to computer
programs).  These ideas, discoveries or
inventions may be conceived or implemented during or outside business hours and
may not be connected with Dendrite’s business.


 


The Employee
will notify Dendrite of the idea, discovery or invention no matter where it was
conceived or implemented.


 


If the idea,
discovery or invention is connected with or related to Dendrite’s business, it
will be Dendrite’s property and the Employee shall assign to Dendrite all
rights to the idea, discovery or invention. If it is patentable, the Employee shall
assign any patent application (or patent issued on the


 

















 


application) to Dendrite.


 


If the idea,
discovery or invention is not connected or related to Dendrite’s business, it
will belong to the Employee. Dendrite, however, shall have a right of first
refusal to the idea, discovery or invention which will be offered by the
Employee to Dendrite upon the same terms and conditions as are offered to the
Employee by anyone else.


 


The Employee
shall sign all documents and perform any act which Dendrite reasonably requests
in connection with a patent application or the issuance of patents anywhere in
the world. Dendrite shall, however, pay all expenses.


 


If the
copyright laws apply to any covered idea or invention (including software or
software enhancements). It shall be considered a work made for hire under the
copyright laws and shall be the exclusive property of Dendrite.


 


If the
Employee conceives any idea, make any discovery or invention within one year
after the termination of employment with Dendrite that relate to any matters
pertaining to the business of Dendrite, it shall be deemed that it was
conceived while in the employ of Dendrite.


 


The Employee
irrevocably appoints Dendrite or its authorized representative his/her
attorney-in-fact to sign any documents necessary to carry out the purpose and
intent of this section.


 


10.                                 RESTRICTION
ON FUTURE EMPLOYMENT.


 


A.                                   The
Employee agrees that in the event employment with Dendrite is terminated, for
any reason, with or without cause, the Employee shall not for three years after
termination of employment.


 


a.                                       Render
services to any organization or entity, or perform services that compete with
Dendrite in any area of the United States of America


 

















 


or elsewhere where Dendrite does business or in any area in which
Dendrite plans to perform services within one year after termination of
employment;


 


b.                                      Solicit
any customers or potential customers of Dendrite with whom the Employee had
contact while employed by Dendrite or who was a customer of Dendrite at any time
during the two years immediately before termination;


 


c.                                       Request
that any of Dendrite’s customers or suppliers discontinue doing business with
it;


 


d.                                      Knowingly
take any action which would disparage Dendrite or be to its disadvantage;


 


e.                                       Attempt
to solicit any employee or contractor of Dendrite to terminate employment with
Dendrite.


 


B.                                     In
recognition that the restrictions set forth in this section may impose a
hardship on the Employee. Dendrite will pay to the Employee one year’s base
salary at Dendrite’s discretion. The payments, however, shall be paid in equal
monthly installments over two years provided that the Employee remains
unemployed.  The Employee shall use his
best efforts to obtain other employment not prohibited by this Agreement. If
the Employee becomes employed at any time during the first two years after
his/her termination, these payments shall be discontinued. Payments shall also
be discontinued upon the Employee’s becoming entitled to receive any payment
from any retirement program established by Dendrite. Under no circumstances,
however, may the Employee choose to work for a competitor and forego the
payments provided for in this section.


 


C.                                     If
Dendrite chooses not to make the payments set forth in Section 10 paragraph B
above, then the employee will be free of any restrictions stated in said
paragraph.


 

















 


11.                                 REMEDIES.


 


The parties
agree that in the event the Employee breaches or threatens to breach this
Agreement, money damages may be an inadequate remedy for Dendrite and that Dendrite
will not have an adequate remedy at law. It is understood, therefore, that in
the event of a breach of this Agreement by the Employee, Dendrite shall have
the right to obtain from a court of competent jurisdiction restraints or
injunctions prohibiting the Employee from breaching or threatening to breach
this Agreement. In that event, the parties agree that Dendrite will not be
required to post bond or other security. It is also agreed that any restraints
or injunctions issued against the Employee shall be in addition to any other
remedies which Dendrite may have available to it.


 


12.                                 APPLICABLE
LAW.


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of
New Jersey.


 


13.                                 NOTICES.


 


In the event
any notice is required to be given under the terms of this Agreement, it shall
be delivered in the English language, in writing, as follows:


 


	
  If to the Employee:

  	
   

  	
  Jean-Paul Modde

  
	
   

  	
   

  	
  [         ]

  
	
   

  	
   

  	
  [         ]

  
	
   

  	
   

  	
   

  
	
  If to Dendrite:

  	
   

  	
  Dendrite International

  
	
   

  	
   

  	
  7 Powder Horn Drive

  
	
   

  	
   

  	
  Warren, New Jersey 07060

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Schachter, Cohn, Trombadore & Offen

  
	
   

  	
   

  	
  45 East High Street

  
	
   

  	
   

  	
  P.O. Box 520

  
	
   

  	
   

  	
  Somerville, New Jersey 08876-0520

  



 

















 


or at such other address as either party may furnish to the other, in
writing, except that notices of change of address shall be effective only when
received.


 


14.                                 NON-ASSIGNABILITY.


 


The Employee’s rights or obligations under
the terms of this Agreement or of any other agreement with Dendrite may not be
assigned. Any attempted assignment will be void as to Dendrite. Dendrite may,
however, assign its rights to any affiliated or successor entity.


 


15.                                 BINDING
AGREEMENT.


 


This Agreement shall be binding upon and
inure to the benefit of the Employee’s heirs and personal representatives and
to the successors and assigns of Dendrite.


 


16.                                 INTEGRATION.


 


This
Agreement, together with any other written agreements between the parties,
represents the entire understanding of the parties. No representations, oral or
otherwise, with respect to the subject matter of this Agreement have been made
by either party.


 


17.                                 WAIVER.


 


This agreement
may not be modified or waived except by a writing signed by both parties. No
waiver by either party of any breach by the other shall be considered a waiver
of any subsequent breach of the Agreement.


 


18.                                 JURISDICTION.


 


The State of
New Jersey shall have exclusive jurisdiction to entertain any


 

















 


legal or equitable action with
respect to this Agreement except that Dendrite may institute suit against the
Employee in any jurisdiction in which the Employee may be at the time. In the
event suit is instituted in New Jersey, it is agreed that service of summons or
other appropriate legal process may be effected upon any party by delivering it
to the address in this Agreement specified for that party in Section 13.


 


IN WITNESS WHEREOF, the parties have signed
this Agreement on this ninth day of June 1983.


 


 


	
   

  	
  DENDRITE INTERNATIONAL

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  [ILLEGIBLE]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
          /s/  Jean-Paul Modde 

  	
  (L.S.)

  
	
   

  	
  Jean-Paul Modde