DENDRITE INTERNATIONAL INC
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<TYPE>EX-10.30
<SEQUENCE>4
<FILENAME>zagexh32.htm
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<TITLE>Zaffaroni Indemnification Agreement
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<A NAME="INDEMNIFICATION_AGREEMENT"></A>
<H1 ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2><B>INDEMNIFICATION AGREEMENT</B></FONT></H1>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Indemnification Agreement (the &#147;Agreement&#148;) dated as of October 1, 2001, by and
between Dendrite International, Inc., a New Jersey Corporation (the &#147;Company&#148;),
and Paul L. Zaffaroni an executive officer of the Company (the &#147;Indemnitee&#148;).  </FONT></P>

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<A NAME="WITNESSETH:"></A>
<H1 ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>WITNESSETH:</FONT></H1>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
the Indemnitee is presently serving as an executive officer of the Company, and the
Company desires the Indemnitee to continue in such capacity;  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
the Indemnitee is willing, subject to certain conditions (including the execution and
performance of this Agreement by the Company), to continue in that capacity;  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
in addition to the indemnification to which the Indemnitee is entitled under the Company&#146;s
certificate of incorporation (the &#147;Certificate&#148;), the Company maintains at its
sole expense insurance protecting its officers and directors (including the Indemnitee)
against certain losses arising out of actual or threatened actions, suits or proceedings
to which such persons may be made or threatened to be made parties; and  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
as a result of circumstances having no relation to, and beyond the control of, the
Company and the Indemnitee, there can be no assurance of the continuation or renewal of
that insurance;  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW,
THEREFORE</B>, to induce the Indemnitee to continue to serve in his present capacity and in
consideration of these premises and the mutual agreements set forth in this Agreement,
the Company and the Indemnitee agree as follows:  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <U>Continued
Service</U>. The Indemnitee will continue to serve as an executive officer of the Company
until removal by the Board of Directors in accordance with the Company's bylaws (the
"By-Laws") or until he resigns in writing in accordance with applicable law. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. <U>Initial
Indemnity</U>. (a) The Company shall indemnify the Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, administrative, investigative or criminal (other than an
action by or in the right of the Company), by reason of the fact that he is or was or had
agreed to become a director of the Company, or is or was serving or had agreed to serve
at the request of the Company as a director, officer, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or by reason
of any action alleged to have been taken or omitted in such capacity, against any and all
costs, charges and expenses (including attorneys&#146;and others&#146;fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection therewith and any appeal therefrom if the Indemnitee acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction or upon a plea of non contendre
or its equivalent shall not, of itself, create a presumption that the Indemnitee did not
satisfy the foregoing standard of conduct to the extent applicable thereto.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Company shall indemnify the Indemnitee who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding by or in
the right of the Company to procure a judgment in its favor by reason of the fact that he
is or was or had agreed to become a director of the Company, or is or was serving or had
agreed to serve at the request of the Company as a director, officer, trustee, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise
against costs, charges and expenses (including attorneys&#146;and others&#146;fees and
expenses) actually and reasonably incurred by him in connection with the defense or
settlement thereof or any appeal therefrom if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company and
except that no indemnification shall be made in respect of any claim, issue or matter as
to which the Indemnitee shall have been adjudged to be liable to the Company unless and
only to the extent that the Superior Court or the court in which such action, suit or
proceeding was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the Indemnitee is fairly and
reasonably entitled to indemnity for such expenses which the Superior Court or such other
court shall deem proper.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) To
the extent that the Indemnitee has been successful on the merits or otherwise, including
without limitation the dismissal of an action without prejudice, in any action, suit or
proceeding referred to in Sections 2(a) or 2(b) or in defense of any claim, issue or
matter therein, he shall be indemnified against costs, charges and expenses (including
attorneys&#146;and others&#146;fees and expenses) actually and reasonably incurred by him
in connection therewith.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
Any indemnification under Sections 2(a) or 2(b) (unless ordered by a court) shall be made
by the Company only as authorized in the specific case upon a determination in accordance
with Section 4 or any applicable provision of the Certificate, By-Laws, other agreement,
resolution or otherwise. Such determination shall be made (i) by the Board of Directors
of the Company (the &#147;Board&#148;) by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, (ii) if such a quorum
of disinterested directors is not available or so directs, by independent legal counsel
(designated in the manner provided below in this subsection (d)) in a written opinion or
(iii) by the stockholders of the Company (the &#147;Stockholders&#148;). Independent
legal counsel shall be designated by vote of a majority of the disinterested directors;
<U>provided, however</U>, that if the Board is unable or fails to so designate, such
designation shall be made by the Indemnitee subject to the approval of the Company (which
approval shall not be unreasonably withheld). Independent legal counsel shall not be any
person or firm who, under the applicable standards professional conduct then prevailing,
would have a conflict of interest in representing either the Company or the Indemnitee in
an action to determine the Indemnitee&#146;s rights under this Agreement. The Company
agrees to pay the reasonable fees and expenses of such independent legal counsel and to
indemnify fully such counsel against costs, charges and expenses (including attorneys&#146;and
others&#146;fees and expenses) actually and reasonably incurred by such counsel in
connection with this Agreement or the opinion of such counsel pursuant hereto.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
All expenses (including attorneys&#146;and others&#146;fees and expenses) incurred by the
Indemnitee in his capacity as a director of the Company in defending an actual or
threatened civil or criminal action, suit or proceeding shall be paid by the Company in
advance of the final disposition of such action, suit or proceeding in the manner
prescribed by Section 4(b).  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)
The Company shall not adopt any amendment to the Certificate or By-Laws the effect of
which would be to deny, diminish or encumber the Indemnitee&#146;s rights to indemnity
pursuant to the Certificate, By-Laws, the New Jersey Business Corporation Act (the &#147;Corporation
Act&#148;) or any other applicable law as applied to any act or failure to act occurring
in whole or in part prior to the date (the &#147;Effective Date&#148;) upon which the
amendment was approved by the Board of the Stockholders, as the case may be. If the
Company shall adopt any amendment to the Certificate or By-Laws the effect of which would
be to so deny, diminish or encumber the Indemnitee&#146;s rights to indemnity, such
amendment shall apply only to acts or failures to act occurring entirely after the
Effective Date thereof.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <U>Additional
Indemnification</U>. (a) Pursuant to Section 14A:3-5 of the Corporation Act, without
limiting any right which the Indemnitee may have pursuant to Section 2, the Certificate,
the By-Laws, the Corporation Act, any policy of insurance or otherwise, but subject to
the limitations on the maximum permissible indemnity which may exist under applicable law
at the time of any request for indemnity hereunder determined as contemplated by Section
3(a), the Company shall indemnify the Indemnitee against any amount which he is or
becomes legally obligated to pay relating to or arising out of any claim made against
him, because of any act, failure to act or neglect or breach of duty, including any
actual or alleged error, misstatement or misleading statement, which he commits, suffers,
permits or acquiesces in while acting in his capacity as a director of the Company, or,
at the request of the Company, as a director, officer, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The payments
which the Company is obligated to make pursuant to this Section 3 shall include without
limitation damages, judgments, settlements and charges, costs, expenses, damages,
judgments, settlements and charges, costs, expenses, expenses of investigation and
expenses of defense of legal actions, suits, proceedings or claims and appeals therefrom,
and expenses of appeal, attachment or similar bonds; <U>provided, however</U>, that the
Company shall not be obligated under this Section 3(a) to make any payment in connection
with any claim against the Indemnitee if a judgment or other final adjudication adverse
to the Indemnitee establishes that his acts or omissions (i) were in breach of his duty
of loyalty to the Company or the Stockholders, (ii) were not in good faith or involved a
knowing violation of law, or (iii) resulted in receipt by the Indemnitee of an improper
personal benefit. The determination of whether the Indemnitee shall be entitled to
indemnification under this Section 3(a) may be, but shall not be required to, be made in
accordance with Section 4(a). If that determination is so made, it shall be binding upon
the Company and the Indemnitee for all purposes.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
Expenses (including without limitation attorneys&#146;and others&#146;fees and expenses)
incurred by Indemnitee in defending any actual or threatened civil or criminal action,
suit, proceeding or claim, shall be paid by the Company in advance of the final
disposition thereof as authorized in accordance with Section 4(b).  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <U>Certain
Procedures Relating to Indemnification and Advancement of Expenses</U>. (a) Except as
otherwise permitted or required by the Corporation Act, for purposes of pursuing his
rights to indemnification under Sections 2(a), 2(b) or 3(a), the Agreement as the case
may be, the Indemnitee may, but shall not be required to, (i) submit to the Board a sworn
statement of request for indemnification substantially in the form of <U>Exhibit A</U>attached
hereto and made a part hereof (the &#147;Indemnification Statement&#148;) averring that
he is entitled to indemnification hereunder; and (ii) present to the Company reasonable
evidence of all expenses for which payment is requested, including appropriate invoices.
Submission of an Indemnification Statement to the Board shall create a presumption that
the Indemnitee is entitled to indemnification under Sections 2(a), 2(b) or 3(a), as the
case may be, and the Board shall be deemed to have determined that the Indemnitee is
entitled to such indemnification unless within 30 calendar days after submission of the
Indemnification Statement the Board shall determine by vote of a majority of the
directors at a meeting at which a quorum is present, based upon clear and convincing
evidence (sufficient to rebut the foregoing presumption), and the Indemnitee shall have
received notice within such period in writing of such determination, that the Indemnitee
is not so entitled to indemnification, which notice shall disclose with particularity the
evidence in support of the Board&#146;s determination. The foregoing notice shall be
signed by the director presiding as chairman at the meeting at which the vote to deny
indemnification was taken or, if the action to deny indemnification was by written
consent without a meeting, signed by all persons who participated in the determination
and voted to deny indemnification. The provisions of this Section 4(a) are intended to be
procedural only and shall not affect the right of the Indemnitee to indemnification under
this Agreement, and any determination by the Board that the Indemnitee is not entitled to
indemnification and any failure to make the payments requested in the Indemnification
Statement shall be subject to judicial review as provided in Section 7.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
For purposes of determining whether to authorize advancement of expenses pursuant to
Section 2(e), the Indemnitee shall submit to the Board a sworn statement of request for
advancement of expenses substantially in the form of <U>Exhibit B</U>attached hereto and
made a part hereof (the &#147;Undertaking&#148;), averring that (i) he has reasonably
incurred or will reasonably incur actual expenses in defending an actual or threatened
civil or criminal action, suit, proceeding of claim and (ii) he undertakes to repay such
amount if it shall ultimately be determined that he is not entitled to be indemnified by
the Company under this Agreement or otherwise, which repayment shall be made within 180
days of a written request therefor by the Company. For purposes of requesting advancement
of expenses pursuant to Section 3(b), the lndemnitee may, but shall not be required to,
submit an Undertaking or such other form of request as he determines to be appropriate
(an &#147;Expense Request&#148;). Upon receipt of an Undertaking or Expense Request, as
the case may be, the Board may make reasonable inquiries to determine whether such
expenses relate to an action, suit, proceeding or claim the subject matter of which is of
the type for which the lndemnitee may make a claim for indemnification under this
Agreement. Unless the Board determines within 10 calendar days after receipt of such
Undertaking or Expense Request that such expenses relate to an action, suit, proceeding
or claim the subject matter of which is not of the type for which the Indemnitee may make
a claim for indemnification under this Agreement, the Board shall authorize immediate
payment of the expenses stated in the Undertaking or Expense Request, as the case may be,
whereupon such payments shall immediately be made by the Company. No security shall be
require in connection with an Undertaking or Expense Request shall be accepted without
reference to the Indemnitee&#146;s ability to make repayment. For purposes of pursuing
his rights to advancement of expenses hereunder, the Indemnitee shall present to the
Company reasonable evidence of all expenses for which advancement is requested, including
appropriate invoices.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <U>Subrogation;
Duplication of Payments</U>. (a) In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights of
recovery of the Indemnitee, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents
necessary to enable the Company effectively to bring suit to enforce such rights.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The Company shall not be liable under this Agreement to make any payment in connection
with any claim made against the Indemnitee to the extent the Indemnitee has actually
received payment (under any insurance policy, the Certificate, the By-Laws or otherwise)
of the amounts otherwise payable hereunder.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. <U>Enforcement</U>.
(a) If a claim for indemnification made to the Company pursuant to Section 4 is not paid
in full by the Company within 30 calendar days after a written claim has been received by
the Company, the Indemnitee may at any time thereafter bring suit against the Company to
recover the unpaid amount of the claim. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In
any action brought under Section 6(a), it shall be a defense to a claim for
indemnification pursuant to Sections 2(a) or 2(b) (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of its final
disposition where the Undertaking, if any is required, has been tendered to the Company)
that the Indemnitee has not met the standards of conduct which make it permissible under
the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed,
but the burden or proving such defense shall be on the Company. Neither the failure of
the Company (including the Board, independent legal counsel or the Stockholders) to have
made a determination prior to commencement of such action that indemnification of the
Indemnitee is proper in the circumstances because he has met the applicable standard of
conduct set forth in the Corporation Act, nor an actual determination by the Company
(including the Board, independent legal counsel or the Stockholders) that the Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable standard of conduct.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
The Indemnitee shall not be required to incur the expenses associated with the
enforcement of his rights under this Agreement by litigation or other legal action
because the cost and expense thereof would substantially detract from the benefits
intended to be extended to the Indemnitee hereunder. Accordingly, if the Company has
failed to comply with any of its obligations under this Agreement or if the Company or
any other person takes any action to declare this Agreement void or unenforceable, or
institutes any action, suit or proceeding designed (or having the effect of being
designed) to deny, or to recover from, the Indemnitee the benefits intended to be
provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee
from time to time, at the expense of the Company as hereinafter provided, to retain
counsel (in compliance with Section 7) to represent the Indemnitee in connection with the
initiation or defense of any such action, suit, or proceeding, whether by or against the
Company or any director, officer, stockholder or other person affiliated with the
Company, in any jurisdiction. The Company shall pay and be solely responsible for any and
all costs, charges and expenses (including attorneys&#146;and others&#146;fees and
expenses) reasonably incurred by the Indemnitee (i) as a result o the Company&#146;s
failure to perform this Agreement or any provision hereof or (ii) as a result of the
Company or any person contesting the validity or enforceability of this Agreement or any
provision hereof as aforesaid.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <U>Counsel</U>.
With respect to any action, suit, proceeding or claim for which indemnification or
advancement of expenses may be sought pursuant to this Agreement and upon request of the
Indemnitee after the Indemnitee has submitted an Indemnification Statement to the Board,
the Company shall retain counsel reasonably satisfactory to the lndemnitee to represent
the Indemnitee and any other party the Company may designate (which may include the
Company) in connection with the action, suit, proceeding or claim to which the
Indemnification Statement relates. In connection with any such action, suit, proceeding
or claim, the Indemnitee shall have the right to retain his own counsel at his own
expense, except that the fees and expenses of such counsel retained by the Indemnitee
shall be expenses for which indemnification and advancement shall be available under this
Agreement if (i) the Company and the Indemnitee shall have agreed to the retention of
such counsel or (ii) the parties named or threatened to be named in any such action,
suit, proceeding or claim (including impleaded parties) include, in addition to the
Indemnitee, the Company or another party who may be indemnified by the Company and
representation of more than one party by the same counsel would be inappropriate due to
actual or, in the reasonable opinion of the Company, potential conflicts of interests
between them.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. <U>Merger
or Consolidation</U>. If the Company shall be a constituent corporation in a
consolidation, merger or other reorganization, the Company, if it shall not be the
surviving, resulting or other corporation therein, shall require as a condition thereto
the surviving, resulting or acquiring corporation to agree to indemnify the Indemnitee to
the full extent provided in this Agreement. Whether or not the Company is the resulting,
surviving or acquiring corporation in any such transaction, the Indemnitee shall also
stand in the same position under this Agreement with respect to the resulting, surviving
or acquiring corporation as he would have with respect to the Company if its separate
existence had continued.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <U>Nonexclusivity
and Severability</U>. (a) The right to indemnification provided by this Agreement shall
not be exclusive of any other rights to which the Indemnitee may be entitled under the
Certificate, By-Laws, the Corporation Act, any other statute, insurance policy,
agreement, vote of stockholders or directors or otherwise, both as to actions in his
official capacity and as to actions in another capacity while holding such office, and
shall continue after the Indemnitee has ceased to be a director, officer, trustee,
employee or agent and shall inure to the benefit of his heirs, executors and
administrators.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If
any provision of this Agreement or the application of any provision hereof to any person
or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of
this Agreement and the application of such provision to other persons or circumstances
shall not be affected, and the provision so held to be invalid, unenforceable or
otherwise illegal shall be reformed to the extent (and only to the extent) necessary to
make it enforceable, valid and legal.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <U>Governing
Law</U>. This Agreement shall be governed by and construed in accordance with the laws of
the State of New Jersey, without giving effect to the principles of conflicts of law
thereof. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <U>Modification;
Survival</U>. This Agreement contains the entire agreement of the parties relating to the
subject matter hereof. This Agreement may be modified only by an instrument in writing
signed by both parties hereto. The provisions of this Agreement shall survive the death,
disability, or incapacity of the Indemnitee or the termination of the Indemnitee&#146;s
service as a director of the Company and shall inure to the benefit of the Indemnitee&#146;s
heirs, executors and administrators.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <U>Certain
Terms</U>. For purposes of this Agreement, references to &#147;other enterprises&#148;shall
include employee benefit plans; references to &#147;fines&#148;shall include any excise
taxes assessed on lndemnitee with respect to any employee benefit plan; and references to
&#147;serving at the request of the Company&#148;shall include any service as a director,
officer, trustee, employee or agent of the Company which imposes duties on, or involves
services by, the Indemnitee with respect to an employee benefit plan, its participants or
beneficiaries; references to the masculine shall include the feminine; references to the
singular shall include the plural and <U>vice versa</U>; and if the Indemnitee acted in
good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan he shall be deemed to have
acted in a manner &#147;not opposed to the best interests of the Company&#148;as
referenced to herein.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. <U>Headings
and Interpretation</U>. When a reference is made in this Agreement to Sections or
Exhibits, such references shall be to a Section or Exhibit to this Agreement unless
otherwise indicated. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN
WITNESS WHEREOF</B>, the Company and the Indemnitee have duly executed this Agreement as of
the date first above written.  </FONT></P>
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<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>DENDRITE INTERNATIONAL, INC.</B><BR><BR>
<BR>By:&nbsp;&nbsp;CHRISTINE A. PELLIZZARI<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Christine A. Pellizzari</FONT></TD>
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<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR><BR>
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;PAUL L. ZAFFARONI<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Paul L. Zaffaroni</FONT></TD>
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<P ALIGN="RIGHT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>Exhibit A</FONT></P>

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<A NAME="INDEMNIFICATION_STATEMENT"></A>
<H1 ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>INDEMNIFICATION STATEMENT</FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>STATE OF&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SS<BR>
COUNTY OF&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ) </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I,
_______________________, being first duly sworn, do depose and say as follows:  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;This
Indemnification Statement is submitted pursuant to the Indemnification Agreement dated as
of October 1, 2001 between Dendrite International, Inc., a New Jersey corporation (the
&#147;<U>Company</U>&#148;), and the undersigned. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;I
am requesting indemnification against charges, costs, expenses (including attorneys&#146;and
others&#146;fees and expenses), judgments, fines and amounts paid in settlement, all of
which (collectively, &#147;Liabilities&#148;) have been or will be incurred by me in
connection with an actual or threatened action, suit, proceeding or claim to which I am a
party or am threatened to be made a party.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;With
respect to all matters related to any action, suit, proceeding or claim, I am entitled to
be indemnified as herein contemplated pursuant to the aforesaid Indemnification
Agreement.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;Without
limiting any other rights which I have or may have, I am requesting indemnification
against Liabilities which have or may arise out of ________________________________.</FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscribed
and sworn to before me, a Notary Public in and for said County and State, this ____ day
of ________________________, ______.</FONT></P>
<BR>
<BR>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>[Seal] </FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;My
commission expires the ___ day of ___________, ____. </FONT></P>


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<P ALIGN="RIGHT"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>Exhibit B </FONT></P>

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<A NAME="UNDERTAKING"></A>
<H1 ALIGN="CENTER"><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>UNDERTAKING</FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>STATE OF&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SS<BR>
COUNTY OF&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)</FONT></P>


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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I,
_______________________, being first duly sworn, do depose and say as follows:</FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.
This Undertaking is submitted pursuant to the Indemnification Agreement dated as of
October 1, 2001 between Dendrite International, Inc., a New Jersey corporation (the
&#147;<U>Company</U>&#148;), and the undersigned. </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. I
am requesting advancement of certain costs, charges and expenses which I have incurred or
will incur in defending an actual or threatened civil or criminal action, suit,
proceeding or claim.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. I
hereby undertake to repay this advancement of expenses if it shall ultimately be
determined that I am not entitled to be indemnified by the Company under the aforesaid
Indemnity Agreement or otherwise. Such repayment shall be made within 180 days of a
written request therefore by the Company.  </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;
The costs, charges and expenses for which advancement is requested are, in general, all expenses
related to ______________________________________________________.</FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subscribed
and sworn to before me, a Notary Public in and for said County and State, this ____ day of _________________. </FONT></P>
<BR>
<BR>
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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>[Seal] </FONT></P>

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<P><FONT FACE="TIMES NEW ROMAN, TIMES, SERIF" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;My
commission expires the ____ day of ______________________________, ____. </FONT></P>


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