Exhibit 10.2


May 17, 2006


Ronald W. Pearce

[Address]


Dear Ronald:


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


SPECIFIC TERMS & CONDITIONS OF EMPLOYMENT


1.     DUTIES/TERM.  You will be employed as Vice President and
Corporate Controller initially reporting to Jeff Bairstow, Executive VP and CFO
or his designee.  You shall (i) perform
those duties as may from time to time be assigned to you by Dendrite or its
affiliates; (ii) devote your full-time attention and best efforts solely and
exclusively to the duties assigned to you; and (iii) comply with all existing
Dendrite rules, regulations, policies and directives and those which may be
established from time to time. Your employment will be at-will and may be
terminated at any time for any reason with or without cause by Dendrite.  You agree to provide two (2) weeks notice to
Dendrite before terminating your employment.


2.     COMPENSATION.


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


(b)       Bonus.  You will be eligible to receive an annual
discretionary bonus (the “Bonus”) with an initial target of $60,000.00.  Bonus eligibility shall be determined and
paid in accordance with Dendrite’s applicable incentive compensation policy in
effect from time-to-time.  The payment of
any Bonus is subject to:  (a) Dendrite’s
achievement of quarterly and annual financial goals as set forth in the Board
approved annual business plan, (b) such other objectives as may be determined
by Dendrite from time to time, and (c) you remaining in the employ of Dendrite
as of the time of payment of any such Bonus or portion thereof, and (d) the
terms and conditions of the applicable incentive compensation plan in effect
from time to time.  Subject to (c) and
(d) in the immediately preceding sentence, Dendrite will pay you a bonus of at
least


 



  
  
















 


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


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


3.     BENEFITS.


Dendrite shall provide you:


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


(b)       Business
Expenses.  Reimbursement for
reasonable travel, entertainment and other reasonable and necessary
out-of-pocket expenses incurred by you in connection with the performance of
your duties in accordance with Dendrite policy in effect from time to time.


(c)        Other.  Other benefits to the same extent as may be
provided to other employees generally in accordance with Dendrite policy in
effect from time to time and subject to the terms and conditions of such
benefit plans.


4.     SEVERANCE.


(a)        The
following severance payment only applies in the event of a Change in Control
(as defined in Exhibit A).  If your
employment hereunder is terminated within the (1) year following a Change in
Control (i) by Dendrite for any reason other than termination by Dendrite for
Cause, (as defined in Exhibit A), Disability, (as defined in Exhibit A), or
upon your death or (ii) by you for Good Reason (as defined in Exhibit A), you
shall solely be entitled to (subject to any applicable offsets) the payments
and benefits in Section 4(b), and payment of your base salary through the date
of termination.


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



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Severance
Payment.  In the event of a termination
of your employment described in this Section 4(b), you shall be provided
continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under
Dendrite’s group health plan.  During the
period which you receive the Severance Payment, your cost of COBRA coverage
shall be the same as the amount paid by employees of Dendrite for the same
coverage under Dendrite’s group health plan. 
Notwithstanding the foregoing, in the event you become re-employed with
another employer and become eligible to receive health coverage from such
employer, the payment of COBRA coverage by Dendrite as described herein shall
cease


(c)        The
making of any Severance Payment under Section 4(b) hereunder is conditioned
upon the signing of and abiding by the terms of a separation agreement prepared
by Dendrite which includes a general release in form and substance satisfactory
to Dendrite under which you release Dendrite and its affiliates together with
their respective officers, directors, shareholders, employees, agents and
successors and assigns from any and all claims you may have against them.  In the event you breach any provisions of
Sections 1 through 6 of the General Terms and Conditions of Employment of this
Agreement, in addition to any other remedies at law or in equity, Dendrite may
cease making any Severance Payment or any payments for COBRA coverage otherwise
due under Section 4(b).  Nothing herein
shall affect any of your obligations or Dendrite’s rights under this Agreement.


Please sign where indicated below to acknowledge your
agreement to the Specific Terms and Conditions (“Special Terms”) set forth
above and the General Terms and Conditions of Employment attached hereto (“General
Terms”), both of which together shall form the terms and conditions of your
employment (the “Agreement”).


	
   

  	
  Sincerely,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Philip Portantino

  	
   

  
	
   

  	
  Philip Portantino

  	
   

  
	
   

  	
  Sr. Director, Human Resources

  	
   

  



Accepted and agreed to:


	
  

  	
   

  
	
   

  	
   

  
	
  /s/
  Ronald W. Pearce

  	
   

  
	
  Ronald W. Pearce

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  May 26, 2006

  	
   

  
			



 



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Exhibit A To Dendrite
Specific Terms & Conditions Of Employment


 


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


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


(c)    “Good
Reason” as used in this Agreement shall mean, without your express written consent,
the occurrence of any of the following events concurrently with or within one
(1) year following a “Change in Control” (as defined below) which is not
corrected within ten (10) days following written notice of such event given by
you to Dendrite:


(i)                the
assignment to you of any duties or responsibilities materially and adversely
inconsistent with your position (including any material diminution of such
duties or responsibilities) or (B) a material and adverse change in your
reporting responsibilities, titles or offices with Dendrite;


(ii)             any
material breach by Dendrite this Agreement with respect to the making of any
compensation payments;


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


(iv)         the failure of Dendrite
to continue in effect any employee benefit plan, compensation plan, welfare
benefit plan or fringe benefit plan (such plans being referred to herein as
“Welfare Plans”) in which you are participating as of the date of this
Agreement (or as such benefits and compensation may be increased from time to
time), or the taking of any action by Dendrite which would materially and
adversely affect your participation in or materially reduce your benefits under
such Welfare Plans (other than an 


	
  

  	
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across-the-board
reduction of such benefits affecting senior executives of Dendrite) unless (i)
you are permitted to participate in other plans providing you with
substantially comparable benefits (at substantially comparable cost with
respect to the Welfare Plans), (ii) any such Welfare Plan does not provide
material benefits to you (determined in relation to your compensation and
benefits package), (iii) such failure or action is taken at the direction of
you or with your consent, or (iv) such failure or action is required by law; or


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


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


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


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


(ii)             individuals
who, on the date of this Agreement, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority thereof,
provided that any person becoming a director subsequent to such date, whose
election or nomination for election was approved by a vote of at least two-thirds
of the directors comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of Dendrite in which such person is named as
a nominee for director, without objection to such nomination) shall be
considered a member of the Incumbent Board; provided, however, that no individual initially elected or nominated
as a director of Dendrite as a result of an actual or threatened election
contest with respect to directors or any other actual or threatened
solicitation of proxies or consents by or on behalf of any person other than
the Board shall be deemed to be a member of the Incumbent Board;


	
  

  	
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(iii)          the shareholders of Dendrite approve a
merger, consolidation, share exchange or similar form of corporate
reorganization of Dendrite or any such type of transaction involving Dendrite
or any of its subsidiaries (whether for such transaction or the issuance of
securities in the transaction or otherwise) (a “Business Combination”), unless
immediately following such Business Combination:  (A) more than 50% of the total voting power
of the publicly traded corporation resulting from such Business Combination
(including, without limitation, any corporation which directly or indirectly
has beneficial ownership of 100% of Dendrite Voting Securities or all or
substantially all of the assets of Dendrite and its subsidiaries) eligible to
elect directors of such corporation would be represented by shares that were
Dendrite Voting Securities immediately prior to such Business Combination
(either by remaining outstanding or being converted), and such voting power
would be in substantially the same proportion as the voting power of such
Dendrite Voting Securities immediately prior to the Business Combination, (B)
no person (other than any publicly traded holding company resulting from such
Business Combination, any employee benefit plan sponsored or maintained by
Dendrite (or the corporation resulting from such Business Combination), or any
person which beneficially owned, immediately prior to such Business
Combination, directly or indirectly, 33-1/3% or more of Dendrite Voting
Securities (a “Dendrite 33-1/3% Stockholder”)) would become the beneficial
owner, directly or indirectly, of 33-1/3% or more of the total voting power of
the outstanding voting securities eligible to elect directors of the
corporation resulting from such Business Combination and no Dendrite 33-1/3%
Stockholder would increase its percentage of such total voting power, and (C)
at least a majority of the members of the board of directors of the corporation
resulting from such Business Combination would be members of the Incumbent
Board at the time of the Board’s approval of the execution of the initial
agreement providing for such Business Combination (a “Non-Control
Transaction”); or


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


Notwithstanding the foregoing, a Change in Control of
Dendrite shall not be deemed to occur solely because any person acquires
beneficial ownership of more than 33-1/3% of Dendrite Voting Securities as a
result of the acquisition of Dendrite Voting Securities by Dendrite which, by
reducing the number of Dendrite Voting Securities outstanding, increases the
percentage of shares beneficially owned by such person; provided,
that if a Change in Control of Dendrite
would occur as a result of such an acquisition by Dendrite (if not for the
operation of this sentence), and after Dendrite’s acquisition such person
becomes the beneficial owner of additional Dendrite Voting Securities that
increases the percentage of outstanding Dendrite Voting Securities beneficially
owned by such person, then a Change in Control of Dendrite shall occur.


	
  

  	
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DENDRITE
INTERNATIONAL, INC.

GENERAL TERMS & CONDITIONS OF EMPLOYMENT

(together with the Specific
Terms and Conditions of Employment, the “Agreement”)


1.                  INFORMATION
AND BUSINESS OPPORTUNITY.  During
your employment with Dendrite, you may acquire knowledge of (i) information
that is relevant to the business of Dendrite or its affiliates or (ii)
knowledge of business opportunities pertaining to the business in which
Dendrite or its affiliates are engaged. 
You shall promptly disclose to Dendrite that information or business
opportunity but shall not disclose it to anyone else without Dendrite’s written
consent.


2.                  DENDRITE
AND CLIENT CONFIDENTIAL INFORMATION. 
As a result of your
employment with Dendrite, you will acquire information which is
proprietary and confidential to Dendrite and its affiliates.  This information includes, but is not limited
to, Dendrite’s proprietary software, technical and commercial information,
instruction and product information, the design, “look and feel” and
capabilities of Dendrite’s product, Dendrite’s proprietary training program
methodology regarding the utilization of electronic territory management
software and associated client support services, Dendrite’s methodology for
promoting its products and services to its clients, Dendrite’s proprietary
Graphic User Interface, the navigational paths through which Dendrite’s clients
input and access information stored in the proprietary software, the
particularized needs and demands of Dendrite’s clients and the customizations
Dendrite makes to its proprietary software to meet those clients’ needs,
financial arrangements, salary and compensation information, competitive
status, pricing policies, knowledge of suppliers, technical capabilities,
discoveries, algorithms, concepts, software in any stage of development,
designs, drawings, specifications, techniques, models, data, technical manuals,
training guides and manuals, research and development materials, processes,
procedures, know-how and other business affairs relating to Dendrite.  Confidential information also includes any
and all technical information involving Dendrite’s work.  In
addition, Dendrite may be furnished
information and data which is proprietary and confidential to its clients,
partners, suppliers and other third parties (“Third Parties”).  You agree to use the confidential information
of Dendrite and Third Parties solely during and in furtherance of your
employment with Dendrite.  You agree to
keep all such information confidential and agree not to 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.


3.                  RETURN OF PROPERTY.  Upon termination of
employment for any reason or upon the request of Dendrite, you shall fully
account for and return to Dendrite all property which you received, prepared or
helped prepare in connection with your employment including, but not limited
to, all copies of any confidential information or records, data, materials,
disks, notes, notebooks, blueprints, client lists or other papers or material
in any tangible media or computer readable form belonging to Dendrite or to any
of its clients, partners and suppliers. 
You will not retain any copies, duplicates, reproductions or excerpts
thereof.


	
  

  	
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4.                  INVENTIONS.  All work performed by you
and all materials, products, deliverables, inventions, software, ideas,
disclosures and improvements, and copyrighted material made or conceived by
you, solely or jointly, in whole or in part, during your employment with
Dendrite (even if completed following the termination of your employment) that
relate to any matters pertaining to the business of Dendrite shall be the
property of Dendrite and shall be deemed to be a work made for hire.  To the extent that title to any of the
foregoing shall not, by operation of law, vest in Dendrite, all right, title
and interest therein are hereby irrevocably assigned to Dendrite.  You agree to give Dendrite or any person or
entity designated by Dendrite reasonable assistance required to perfect its
rights therein.


5.                  RESTRICTION
ON FUTURE EMPLOYMENT.  You
acknowledge (i) the highly competitive nature of the business and the industry
in which Dendrite competes; (ii) that you will acquire and have access to
confidential information as described in Section 2 of the General Terms; (iii)
that, as a key employee of Dendrite, you will participate in the servicing of
current clients and/or the solicitation of prospective clients, through which,
among other things, you will obtain knowledge of the “know-how” and business
practices of Dendrite, in which matters Dendrite has a substantial proprietary
interest; and (iv) that your employment hereunder requires the performance of
services which are special, unique, extraordinary and intellectual in
character, and your position with Dendrite places you in a position of
confidence and trust with the clients and employees of Dendrite.  In the course of your employment with
Dendrite, you will develop a personal relationship with the clients of Dendrite
and a knowledge of those clients’ affairs and requirements, and that the
relationship of Dendrite with their established clientele will therefore be
placed in your hands in confidence and trust. 
You consequently agree that it is reasonable and necessary for the
protection of the confidential information, goodwill and business of Dendrite
that you make the covenants contained herein and that Dendrite would not have
entered into this Agreement unless the covenants set forth in this Section 5
were contained in this Agreement.  Accordingly,
you agree that during the period that you are employed by Dendrite and for a
period of eighteen (18) months thereafter, you shall not, as an individual,
employee, consultant, partner, shareholder, or in association with any other
person, business or enterprise, except on behalf of Dendrite, directly or
indirectly, and regardless of the reason for your ceasing to be employed by
Dendrite:


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


(b)             attempt in any manner to solicit or
accept from any client business of the type performed by Dendrite or to
persuade any client to cease to do business or to reduce the amount of business
which any such client has customarily done or is reasonably expected to do with
Dendrite, whether or not the relationship between Dendrite and such client was
originally established in whole or in part through your efforts;



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(c)             employ, attempt to employ or assist
anyone else in employing any employee or contractor of Dendrite or induce or
attempt to induce any employee or contractor of Dendrite to terminate their
employment or engagement with Dendrite; or


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


As
used in this Section 5, the term “Dendrite” shall mean Dendrite and its
affiliates, and the term “client” shall mean (1) anyone who is a client of
Dendrite on the date of your termination or, if your employment shall not have
terminated, at the time of the alleged prohibited conduct (any such applicable
date being called the “Determination Date”), but only if you solicited,
rendered services for, or were otherwise involved with any such client at any
time during your employment with Dendrite; (2) anyone who was a client of
Dendrite at any time during the one (1) year period immediately preceding the
Determination Date; but only if you solicited, rendered services for, or were
otherwise involved with any such client at any time during your employment with
Dendrite; (3) any prospective client to whom Dendrite had made a new business
presentation (or similar offering of services) at any time during the one (1)
year period immediately preceding the Determination Date; but only if you
actively participated in or supervised such new business presentation (or
similar offering of services); and (4) any prospective client to whom Dendrite
made a new business presentation (or similar offering of services) at any time
within six (6) months after the date of your termination (but only if the
initial discussions between Dendrite and such prospective client relating to
the rendering of services occurred prior to the date of your termination, and
only if you actively participated in or supervised such discussions).  For purposes of this clause, it is agreed
that a general mailing or an incidental contact shall not be deemed a “new
business presentation or similar offering of services” or a “discussion”.  In addition, if the client is part of a group
of companies which conducts business through more than one entity, division or
operating unit, whether or not separately incorporated (a “Client Group”), the
term “client” as used herein shall also include each entity, division and
operating unit of the Client Group where the same management group of the
Client Group has the decision making authority or significant influence with
respect to contracting for services of the type rendered by Dendrite.


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


6.                   NON-DISPARAGEMENT.  You
agree that you will not at any time make any statement, observation or
opinion, or communicate any information (whether oral or written) that is
likely to come to the attention of any client or employee of Dendrite or any
member of the media, which statement is derogatory of or casts in a negative
light Dendrite or its officers, directors and employees or otherwise engage in
any activity which is inimical to the interests of the Company.



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7.                   OUTSIDE CONTRACTING.  You shall not enter into any agreements
to provide services to any company, person or organization outside of your
employment by Dendrite (an “Outside Agreement”) without the prior written
express consent from Dendrite.  You must
notify Dendrite of your intent to enter into an Outside Agreement specifying
therein the other party to such Outside Agreement and the type of  services to be provided by you.  Dendrite shall not unreasonably withhold
permission to you to enter into Outside Agreements unless such Outside
Agreements (i) are with competitors or potential competitors of Dendrite, or
(ii) as determined in Dendrite’s sole discretion, shall substantially hamper or
prohibit you from satisfactorily carrying out all duties assigned to you by
Dendrite.


8.                   REMEDIES.  The parties agree that in
the event you breach or threaten 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 or threatened breach of this Agreement
by you, Dendrite shall have the right to obtain from a court of competent
jurisdiction restraints or injunctions prohibiting you 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 you shall be in addition to
any other remedies which Dendrite may have available to it.


9.                   ARBITRATION


            (a)  If any dispute arises between you and
Dendrite that the parties cannot resolve themselves, including any dispute over
the application, validity, construction, or interpretation of this Agreement,
arbitration in accordance with the then-applicable employment law rules of the
American Arbitration Association shall provide the exclusive remedy for
resolving any such dispute, regardless of its nature; provided, however, that
Dendrite may enforce your obligation to provide services under this Agreement
and your obligations under Sections 1 through 7 hereof by an action for
injunctive relief and damages in a court of competent jurisdiction at any time
prior or subsequent to the commencement of an arbitration proceeding as herein
provided.  This Section 9 shall apply to
any and all claims arising out of your employment and its termination, under
state and federal statutes, local ordinances, and the common law including, without
limitation Title VII of the Civil
Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Equal Pay
Act, the Employee Retirement Income Security Act, as amended, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities Act
of 1990, the Family and Medical Leave Act of 1993, the Fair Labor Standards
Act, the New Jersey Family Leave Act, the New Jersey Conscientious Employee
Protection Act, the New Jersey Civil Rights Act and the New Jersey Law Against
Discrimination.


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



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relating to all aspects of the employer/employee
relationship.  You further understand
that other options such as federal and state administrative remedies and
judicial remedies exist and know that by signing this Agreement those remedies
are forever precluded and that regardless of the nature of your complaint, you
know that it can only be resolved by arbitration.


             (c)  Unless the parties agree otherwise, any
arbitration shall be administered by and take place in the offices of the
American Arbitration Association in Somerset, New Jersey.  If that office is not available, the
arbitration then the arbitrator shall determine the location of the arbitration
within New Jersey.


10.                SEVERABILITY.  If any provision of this
Agreement shall be declared invalid or illegal for any reason whatsoever, then
notwithstanding such invalidity or illegality, the remaining terms and
provisions of this Agreement shall remain in full force and effect in the same
manner as if the invalid or illegal provision had not been contained
herein.  Moreover, if any one or more of
the provisions contained in this Agreement is held to be excessively broad as
to duration, scope, activity or subject, such provisions will be construed by
limiting and reducing them so as to be enforceable to the maximum extent
compatible with applicable law.


11.                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 you:

  	
   

  	
  To the address set forth on the first page of this
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Dendrite:

  	
   

  	
  Attn: General
  Counsel

  
	
   

  	
   

  	
  Dendrite
  International, Inc.

  
	
   

  	
   

  	
  1405 Route 206
  South

  
	
   

  	
   

  	
  Bedminster, NJ
  07921

  



 


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


12.                PRIOR EMPLOYMENT.  You represent and warrant that you have
not taken or otherwise misappropriated and do not have in your possession or
control any confidential and proprietary information belonging to any of your
prior employers or connected with or derived from your service to prior
employers.  You represent and warrant
that you have returned to all prior employers any and all such confidential and
proprietary information.  You further
acknowledge, represent and warrant that Dendrite has informed you that you are
not to use or cause the use of such confidential or proprietary information in
any manner whatsoever in connection with your employment by Dendrite.  You agree, represent and warrant that you
will not use such information.  You shall
indemnify and hold harmless Dendrite from any and all claims arising from any
breach of the representations and warranties in this Section.


13.                MISCELLANEOUS.



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(a)  This Agreement shall be
governed by and construed in accordance with the laws of New Jersey, without
regard to the conflicts of laws. 
Competent courts of jurisdiction in New Jersey shall have exclusive
jurisdiction to entertain any legal or equitable action with respect to
Sections 1 through 8 of the General Terms except that Dendrite may institute
any such suit against you in any jurisdiction in which you 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 last known
address.


(b)  Your 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.


(c)  This Agreement sets forth the entire
agreement between the parties hereto and fully supersedes any and all prior
negotiations, discussions, agreements or understandings between the parties
hereto pertaining to the subject matter hereof. 
No representations, oral or otherwise, with respect to the subject
matter of this Agreement have been made by either party.  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.


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


 



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