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 IN CONNECTION WITH YOUR
EMPLOYMENT BY DENDRITE. 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.
(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
15
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 AFFECTED 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)
EXCEPT FOR THE INDEMNIFICATION AGREEMENT BY AND BETWEEN YOU AND
DENDRITE, AND ANY STOCK OPTION AGREEMENTS BY AND BETWEEN YOU AND DENDRITE, 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, INCLUDING BUT NOT LIMITED TO, THE PRIOR AGREEMENT. NO REPRESENTATIONS,
ORAL OR