REPRODUCTIONS OR
EXCERPTS THEREOF.
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 AS DENDRITE'S CEO YOU HAVE ACQUIRED AND HAD ACCESS TO AND WILL
CONTINUE TO 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
HAVE PARTICIPATED AND WILL CONTINUE TO 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 HAVE DEVELOPED AND WILL
11
CONTINUE TO 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 HAVE BEEN PLACED AND WILL CONTINUE
TO 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 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