Exhibit 10.33
[DENDRITE INTERNATIONAL LOGO]
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Dendrite International
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7 Powder Horn Drive
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Warren
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New Jersey 07060
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USA
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EMPLOYMENT
AGREEMENT
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Telephone: 201.271.8313
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Fax: 201.271.6144
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This agreement made by and between
DENDRITE INTERNATIONAL, a New Jersey Partnership
(“Dendrite”) and Jean-Paul Modde of
(“Employee”).
WHEREAS, Dendrite, its affiliates,
and subsidiaries are in the business of providing what is referred
to as Territory Management Systems and related hardware and
equipment to its customers.
R E C I T A L:
A.
Dendrite wishes to employ the
employee on the terms and conditions set forth in this Agreement,
and
B.
The Employee wishes to become
employed by Dendrite on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, it is agreed as
follows:
1.
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 will
attempt to provide three weeks notice to Dendrite before
terminating his/her
employment in order to permit Dendrite an
opportunity to replace him/her.
2.
DUTIES .
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 and best effort to the
duties assigned to 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, form time to time, establish
rules and regulations and the Employee shall faithfully observe
these in the performance of his/her duties.
3.
COMPENSATION
.
Dendrite shall pay the Employee for
his/her services and initial starting salary of N/A. The compensation may be changed from
time to time without written amendment to this Agreement.
Compensation shall be paid on a periodic basis in the same manner
in which other employees are paid.
4.
BENEFITS .
Dendrite shall provide the
Employee:
A.
An annual vacation of a duration as
previously agreed upon.
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.
Life insurance, retirement and other
fringe benefits to the same extent as may be provided to other
employees generally.
5.
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 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.
6.
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 arrangement,
competitive status, pricing policies, knowledge of suppliers,
technical capabilities and other business affairs relating to
Dendrite. It also includes 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.
7.
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.
8.
RETURN OF DATA
.
Upon termination of employment for
any reason, the Employee shall return to Dendrite all material
including all copies of any disks, notes, notebooks, blueprints,
customer lists or other papers belonging to Dendrite or to any of
its customers, clients or suppliers.