Corporate Governance and Nominating Committee Charter

PURPOSE

The Corporate Governance and Nominating Committee (the “Committee”) is appointed by the Board of Directors of Dendrite International, Inc. (1) to assist the Board in identifying and screening individuals qualified to become new Board members and recommending to the Board candidates for election or appointment as director; and (2) to monitor and oversee matters of corporate governance .

COMMITTEE MEMBERSHIP

The members of the Committee shall be appointed and replaced by the Board. The Committee shall consist of no less than two members, each of whom shall be independent and shall meet any applicable requirements established by the Nasdaq Stock Market, Inc. One of the members shall be appointed chairperson of the Committee.

COMMITTEE AUTHORITY AND RESPONSIBILITY