Exhibit 10.51
[DENDRITE INTERNATIONAL, INC. LETTERHEAD APPEARS HERE]
EMPLOYMENT AGREEMENT
--------------------
This agreement made by and between DENDRITE International, Inc., a New
Jersey Corporation ("Dendrite") as of the 22nd day of January, 1996, having its
principal place of business at 0000 Xx. Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000, and Xxxxxxxxxxx X. Xxxxxx ("Employee"), located at 000 Xxxx 00xx Xxxxxx,
Xxx. 0X, Xxx Xxxx, Xxx Xxxx, 00000.
WHEREAS, Dendrite, its affiliates, and subsidiaries is the developer and
owner of what is referred to as Territory Management Systems and related
hardware and equipment;
WHEREAS, Employee is or desires to be employed by Dendrite and Dendrite
desires to employ Employee as Vice President, General Counsel, of Dendrite upon
the terms and conditions hereinafter set forth and Employee desires to accept
such employment; and;
WHEREAS, Dendrite is willing to provide certain confidential and
proprietary information to Employee for the limited purpose of enabling Employee
to carry out duties in connection with his/her employment by Dendrite.
RECITAL:
NOW, THEREFORE, it is agreed as follows:
1. TERM
----
The term of this Agreement and Employee's employment hereunder shall be one
(1) year. At the completion of one (1) year of service, the next paragraph
(2), Employment at Will will automatically become effective.
2. 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, unless there is an emergency, will attempt to
provide two (2) weeks notice to Dendrite before terminating his/her
employment in order to permit Dendrite an opportunity to replace him/her.
Dendrite will offer similar notice to the Employee in the event of his/her
termination if the termination is without cause. If the termination is with
cause as determined by Dendrite, Dendrite will not be required to give
notice of termination.
3. TERMINATION
-----------
Notwithstanding above, 1, either party shall have the right to terminate
this Agreement and Employee's employment hereunder for any reason
whatsoever, with or without Cause (as hereinafter defined), by providing
the other party hereto with two (2) weeks advance written notice of such
termination. In the event that Employee's employment hereunder is
terminated by Dendrite without Cause during the first year of employment,
Dendrite shall promptly pay to Employee (i) the pro-rata portion of his
annual base salary for the remaining term of this Agreement, to the extent
not previously paid, and (ii) an amount equal to the cash value of all
vacation time accrued and unused through the date of termination. For
purposes of this Agreement, the term "Cause" as used herein shall mean (i)
any gross misconduct on the part of Employee with respect to his duties
under this Agreement or (ii) final conviction of Employee by a court of
competent jurisdiction of an indictable offense which relates to Employee's
duties under this Agreement or which is likely to have a material adverse
effect on the business of Dendrite.
4. DUTIES/EMPLOYMENT
-----------------
Dendrite hereby employs Employee, and Employee hereby accepts such
employment, as Vice President, General Counsel, of Dendrite during the term
of this Agreement. 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 attention, energy,
knowledge, skill and best efforts solely and exclusively to the duties
assigned 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, from time to
time, establish rules and regulations and the Employee shall from time to
time, establish rules and regulations and the Employee shall faithfully
observe these in the performance of his/her duties. Employee shall further
comply with all policies and directives of Dendrite.
5. COMPENSATION
------------
Dendrite shall pay the Employee for his/her services an initial starting
salary on a semi-monthly basis. For benefits calculation only, the
annualized amount is $195,000.
If Employee dies during the term of this Agreement, Dendrite shall pay to
his estate all salary and vacation pay accrued and unpaid at the time of
Employee's death.
6. BENEFITS
--------
Dendrite shall provide the Employee:
A. Three weeks annualized vacation, earned at the rate of one and one-half
days for each month of service between February and November.
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. Other benefits to the same extent as may be provided to other employees
generally.
7. 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 then presently
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.
8. 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 arrangements, 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, 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.
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.
9. 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.
10. RETURN OF DATA
--------------
Upon termination of employment for any reason, the Employee shall return to
Dendrite all confidential information and material including but not
limited to all copies of any disks, notes, notebooks, blueprints, customer
lists and any and all other papers or material in any tangible media or
computer readable form belonging to Dendrite or to any of its customers,
clients or suppliers.
11. INVENTIONS
----------
All work performed by Employee and all materials, products, deliverables,
inventions, software, ideas, disclosures and improvements, whether patented
or unpatented, and copyrighted material made or conceived by Employee,
solely or jointly, in whole or in part, during the term of Employee's
employment by Dendrite which (i) relate to methods, apparatus, designs,
products, processes or devices sold, licensed, used or under development by
Dendrite, (ii) otherwise relate to or pertain to the present, proposed or
contemplated business, functions or operations of Dendrite, (iii) relate to
Dendrite actual or anticipated research or development, (iv) involve the
use of Dendrite's equipment, supplies or facilities, or (v) result from
access to any Dendrite assets, information, inventions or the like are
Confidential Information, are 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.
Employee agrees to give Dendrite or any person or entity designated by
Dendrite reasonable assistance required to perfect its rights therein.
If the Employee conceives any idea, makes any discovery or invention within
one (1) 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.
12. RESTRICTION ON FUTURE EMPLOYMENT
--------------------------------
The Employee agrees that in the event employment with Dendrite is
terminated, for any reason, with or without cause, the Employee shall not
for one (1) year after termination of employment:
a) Perform services that compete with or render services to any
organization or entity which competes with Dendrite in any area of the
United States of America or elsewhere where Dendrite does business as
listed in Addendum 1. This list may be updated periodically after
consultation with employee;
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 (2) years immediately before
terminations;
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.
13. OUTSIDE CONTRACTING
-------------------
Employee shall not enter into any agreement to provide programming or other
services to any company, person or organization outside of his/her
employment by Dendrite which without the prior written express consent from
Dendrite, which is (i) with a competitor(s) of Dendrite at such time, or
(ii) shall substantially hamper or prohibit Employee from satisfactorily
carrying out all duties assigned to Employee by Dendrite.
14. AFTER-HOURS DEVELOPMENT
-----------------------
In the event that Employee shall develop any software which, pursuant to
Section 9 herein, is not the property of Dendrite, Dendrite shall have a
right of first refusal to publish and/or purchase the rights to such
software. Employee shall notify Dendrite of any such After-Hours
Development as soon as reasonably possible before or during the development
process including a description of the intended functions of the
After-Hours Development and the estimated date of completion.
15. PRIOR EMPLOYMENT
----------------
Employee represents and warrants that Employee has not taken or otherwise
misappropriated and does not have in Employee's possession or control any
confidential and proprietary information belonging to any of Employee's
prior employers or connected with or derived from Employee's services to
prior employers. Employee represents and warrants that Employee has
returned to all prior employers any and all such confidential and
proprietary information. Employee further acknowledges, represents and
warrants that Dendrite has informed Employee that Employee is not to use or
cause the use of such confidential or proprietary information in any manner
whatsoever in connection with Employee's employment by Dendrite. Employee
agrees, represents and warrants that Employee will not use such
information. Employee shall indemnify and hold harmless Dendrite from any
and all claims arising from any breach of the representations and
warranties in this Section.
16. 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.
17. APPLICABLE LAW
--------------
This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey
18. 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: Xxxxxxxxxxx X. Xxxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxx Xxxx, Xxx Xxxx 00000
If to Dendrite: Dendrite International, Inc.
0000 Xx. Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
With a copy to: Xxxxxx, XxXxxxxxxx and Xxxxxx
000 Xxxxx 000-000, X.X. Xxx 0000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxx Xxxxxxx
19. 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.
20. 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.
21. INTEGRATION
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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.
22. WAIVER
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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.
23. JURISDICTION
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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 22nd day of
January, 1996.
DENDRITE INTERNATIONAL, INC.
/s/ Xxxxxxxxxxx X. Xxxxxx
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Signature
Xxxxxxxxxxx X. Xxxxxx
/s/ X. X. Xxxxxxxxx
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X. X. Xxxxxxxxx
Vice President, Administration
ADDENDUM 1
(See 12a of Employee Agreement)
COMPETITORS
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NAME
----
Xxxxx
Sales Technologies
CorNet
TVF/Cegedim/ISS
NEC
Windsoft
Epsilon
Aurum
IMS
Pheonix
