Exhibit 10.33




 




BroadVision, Inc.




 




INDEMNITY AGREEMENT




 




This Agreement is made and entered into this                 day of                , 20      by and between BroadVision, Inc.  a Delaware corporation (the “Corporation”), and                 (“Agent”).




 




Recitals




 




Whereas, Agent performs a valuable service to the Corporation

in [his/her] capacity as                

of the Corporation;




 




Whereas, the stockholders of the Corporation have adopted

bylaws (the “Bylaws”) providing for the indemnification of the directors,

officers, employees and other agents of the Corporation, including persons

serving at the request of the Corporation in such capacities with other

corporations or enterprises, as authorized by the Delaware General Corporation

Law, as amended (the “Code”);




 




Whereas, the Bylaws and the Code, by their non-exclusive

nature, permit contracts between the Corporation and its agents, officers,

employees and other agents with respect to indemnification of such persons; and




 




Whereas, in order to induce Agent to continue to serve as                 of the Corporation, the

Corporation has determined and agreed to enter into this Agreement with Agent;




 




Now, Therefore, in consideration of Agent’s continued service as                 after the date hereof, the parties

hereto agree as follows:




 




Agreement




 




1.             Services to the Corporation. 

Agent will serve, at the will of the Corporation or under separate

contract, if any such contract exists, as                 of the Corporation or as a director, officer or other

fiduciary of an affiliate of the Corporation (including any employee benefit

plan of the Corporation) faithfully and to the best of his ability so long as

he is duly elected and qualified in accordance with the provisions of the

Bylaws or other applicable charter documents of the Corporation or such

affiliate; provided,

however, that Agent may at any time and for any reason resign from

such position (subject to any contractual obligation that Agent may have

assumed apart from this Agreement) and that the Corporation or any affiliate

shall have no obligation under this Agreement to continue Agent in any such

position.




 




2.             Indemnity of Agent. 

The Corporation hereby agrees to hold harmless and indemnify Agent to

the fullest extent authorized or permitted by the provisions of the Bylaws and

the Code, as the Bylaws or the Code may be amended from time to time (but, only

to the 




 




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extent that such amendment permits the Corporation to

provide broader indemnification rights than the Bylaws or the Code permitted

prior to adoption of such amendment).




3.             Additional Indemnity. 

In addition to and not in limitation of the indemnification otherwise

provided for herein, and subject only to the exclusions set forth in Section 4

hereof, the Corporation hereby further agrees to hold harmless and indemnify

Agent:




 




(a)           against any and all expenses (including attorneys’

fees), witness fees, damages, judgments, fines and amounts paid in settlement

and any other amounts that Agent becomes legally obligated to pay because of

any claim or claims made against or by him in connection with any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

arbitrational, administrative or investigative (including an action by or in

the right of the Corporation) to which Agent is, was or at any time becomes a

party, or is threatened to be made a party, by reason of the fact that Agent

is, was or at any time becomes a director, officer, employee or other agent of Corporation,

or is or was serving or at any time serves at the request of the Corporation as

a director, officer, employee or other agent of another corporation,

partnership, joint venture, trust, employee benefit plan or other enterprise;

and




 




(b)           otherwise to the fullest extent as may be provided to

Agent by the Corporation under the non-exclusivity provisions of the Code and

Section 41 of the Bylaws.




 




4.             Limitations on Additional

Indemnity.  No indemnity pursuant to Section 3

hereof shall be paid by the Corporation:




 




(a)           on account of any claim against Agent solely for an

accounting of profits made from the purchase or sale by Agent of securities of

the Corporation pursuant to the provisions of Section 16(b) of the

Securities Exchange Act of 1934 and amendments thereto or similar provisions of

any federal, state or local statutory law;




 




(b)           on account of Agent’s conduct that is established by a

final judgment as knowingly fraudulent or deliberately dishonest or that

constituted willful misconduct;




 




(c)           on account of Agent’s conduct that is established by a

final judgment as constituting a breach of Agent’s duty of loyalty to the

Corporation or resulting in any personal profit or advantage to which Agent was

not legally entitled;




 




(d)           for which payment is actually made to Agent under a

valid and collectible insurance policy or under a valid and enforceable

indemnity clause, bylaw or agreement, except in respect of any excess beyond

payment under such insurance, clause, bylaw or agreement;




 




(e)           if indemnification is not lawful (and, in this

respect, both the Corporation and Agent have been advised that the Securities

and Exchange Commission believes that indemnification for liabilities arising

under the federal securities laws is against public policy and is, therefore,

unenforceable and that claims for indemnification should be submitted to

appropriate courts for adjudication); or




 




(f)            in connection with any proceeding (or part thereof)

initiated by Agent, or any proceeding by Agent against the Corporation or its

directors, officers, employees or other 




 




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agents, unless (i) such indemnification is expressly required to

be made by law, (ii) the proceeding was authorized by the Board of

Directors of the Corporation, (iii) such indemnification is provided by

the Corporation, in its sole discretion, pursuant to the powers vested in the

Corporation under the Code, or (iv) the proceeding is initiated pursuant

to Section 9 hereof.




 




5.             Continuation of Indemnity. 

All agreements and obligations of the Corporation contained herein shall

continue during the period Agent is a director, officer, employee or other

agent of the Corporation (or is or was serving at the request of the

Corporation as a director, officer, employee or other agent of another

corporation, partnership, joint venture, trust, employee benefit plan or other

enterprise) and shall continue thereafter so long as Agent shall be subject to

any possible claim or threatened, pending or completed action, suit or proceeding,

whether civil, criminal, arbitrational, administrative or investigative, by

reason of the fact that Agent was serving in the capacity referred to herein.




 




6.             Partial Indemnification. 

Agent shall be entitled under this Agreement to indemnification by the

Corporation for a portion of the expenses (including attorneys’ fees), witness

fees, damages, judgments, fines and amounts paid in settlement and any other

amounts that Agent becomes legally obligated to pay in connection with any

action, suit or proceeding referred to in Section 3 hereof even if not

entitled hereunder to indemnification for the total amount thereof, and the

Corporation shall indemnify Agent for the portion thereof to which Agent is

entitled.




 




7.             Notification and Defense of Claim. 

Not later than thirty (30) days after receipt by Agent of notice of the

commencement of any action, suit or proceeding, Agent will, if a claim in

respect thereof is to be made against the Corporation under this Agreement,

notify the Corporation of the commencement thereof; but the omission so to

notify the Corporation will not relieve it from any liability which it may have

to Agent otherwise than under this Agreement. 

With respect to any such action, suit or proceeding as to which Agent

notifies the Corporation of the commencement thereof:




 




(a)           the Corporation will be entitled to participate

therein at its own expense;




 




(b)           except as otherwise provided below, the Corporation

may, at its option and jointly with any other indemnifying party similarly

notified and electing to assume such defense, assume the defense thereof, with

counsel reasonably satisfactory to Agent. 

After notice from the Corporation to Agent of its election to assume the

defense thereof, the Corporation will not be liable to Agent under this

Agreement for any legal or other expenses subsequently incurred by Agent in

connection with the defense thereof except for reasonable costs of

investigation or otherwise as provided below. 

Agent shall have the right to employ separate counsel in such action,

suit or proceeding but the fees and expenses of such counsel incurred after

notice from the Corporation of its assumption of the defense thereof shall be

at the expense of Agent unless (i) the employment of counsel by Agent has

been authorized by the Corporation, (ii) Agent shall have reasonably

concluded, and so notified the Corporation, that there is an actual conflict of

interest between the Corporation and Agent in the conduct of the defense of

such action or (iii) the Corporation shall not in fact have employed

counsel to assume the defense of such action, in each of which cases the fees

and expenses of Agent’s separate counsel shall be 




 




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at the expense of the Corporation. 

The Corporation shall not be entitled to assume the defense of any

action, suit or proceeding brought by or on behalf of the Corporation or as to

which Agent shall have made the conclusion provided for in clause (ii) above;

and




 




(c)           the Corporation shall not be liable to indemnify Agent

under this Agreement for any amounts paid in settlement of any action or claim

effected without its written consent, which shall not be unreasonably

withheld.  The Corporation shall be

permitted to settle any action except that it shall not settle any action or

claim in any manner which would impose any penalty or limitation on Agent

without Agent’s written consent, which may be given or withheld in Agent’s sole

discretion.




 




8.             Expenses. 

The Corporation shall advance, prior to the final disposition of any

proceeding, promptly following request therefor, all expenses incurred by Agent

in connection with such proceeding upon receipt of an undertaking by or on

behalf of Agent to repay said amounts if it shall be determined ultimately that

Agent is not entitled to be indemnified under the provisions of this Agreement,

the Bylaws, the Code or otherwise.




 




9.             Enforcement. 

Any right to indemnification or advances granted by this Agreement to

Agent shall be enforceable by or on behalf of Agent in any court of competent

jurisdiction if (i) the claim for indemnification or advances is denied,

in whole or in part, or (ii) no disposition of such claim is made within

ninety (90) days of request therefor. 

Agent, in such enforcement action, if successful in whole or in part,

shall be entitled to be paid also the expense of prosecuting his claim.  It shall be a defense to any action for

which a claim for indemnification is made under Section 3 hereof (other

than an action brought to enforce a claim for expenses pursuant to

Section 8 hereof, provided that the required undertaking has

been tendered to the Corporation) that Agent is not entitled to indemnification

because of the limitations set forth in Section 4 hereof.  Neither the failure of the Corporation (including

its Board of Directors or its stockholders) to have made a determination prior

to the commencement of such enforcement action that indemnification of Agent is

proper in the circumstances, nor an actual determination by the Corporation

(including its Board of Directors or its stockholders) that such

indemnification is improper shall be a defense to the action or create a

presumption that Agent is not entitled to indemnification under this Agreement

or otherwise.




 




10.          Subrogation. 

In the event of payment under this Agreement, the Corporation shall be

subrogated to the extent of such payment to all of the rights of recovery of

Agent, who shall execute all documents required and shall do all acts that may

be necessary to secure such rights and to enable the Corporation effectively to

bring suit to enforce such rights.




 




11.          Non-Exclusivity of Rights. 

The rights conferred on Agent by this Agreement shall not be exclusive

of any other right which Agent may have or hereafter acquire under any statute,

provision of the Corporation’s Certificate of Incorporation or Bylaws,

agreement, vote of stockholders or directors, or otherwise, both as to action

in his official capacity and as to action in another capacity while holding

office.




 




 




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12.          Survival of Rights.




 




(a)           The rights conferred on Agent by this Agreement shall

continue after Agent has ceased to be a director, officer, employee or other

agent of the Corporation or to serve at the request of the Corporation as a

director, officer, employee or other agent of another corporation, partnership,

joint venture, trust, employee benefit plan or other enterprise and shall inure

to the benefit of Agent’s heirs, executors and administrators.




 




(b)           The Corporation shall require any successor (whether

direct or indirect, by purchase, merger, consolidation or otherwise) to all or

substantially all of the business or assets of the Corporation, expressly to

assume and agree to perform this Agreement in the same manner and to the same

extent that the Corporation would be required to perform if no such succession

had taken place.




 




13.          Separability. 

Each of the provisions of this Agreement is a separate and distinct

agreement and independent of the others, so that if any provision hereof shall

be held to be invalid for any reason, such invalidity or unenforceability shall

not affect the validity or enforceability of the other provisions hereof.  Furthermore, if this Agreement shall be

invalidated in its entirety on any ground, then the Corporation shall

nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the

Code or any other applicable law.




 




14.          Governing Law. 

This Agreement shall be interpreted and enforced in accordance with the

laws of the State of Delaware.




 




15.          Amendment and Termination. 

No amendment, modification, termination or cancellation of this

Agreement shall be effective unless in writing signed by both parties hereto.




 




16.          Identical Counterparts. 

This Agreement may be executed in one or more counterparts, each of

which shall for all purposes be deemed to be an original but all of which

together shall constitute but one and the same Agreement.  Only one such counterpart need be produced

to evidence the existence of this Agreement.




 




17.          Headings. 

The headings of the sections of this Agreement are inserted for

convenience only and shall not be deemed to constitute part of this Agreement

or to affect the construction hereof.




 




18.          Notices. 

All notices, requests, demands and other communications hereunder shall

be in writing and shall be deemed to have been duly given (i) upon

delivery if delivered by hand to the party to whom such communication was

directed or (ii) upon the third business day after the date on which such

communication was mailed if mailed by certified or registered mail with postage

prepaid:




 




(a)           If to Agent, at the address indicated on the signature

page hereof.




 




(b)           If to the Corporation, to:




 




BroadVision, Inc.




585 Broadway




Redwood City, California  94063




 




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or to such other

address as may have been furnished to Agent by the Corporation.




 




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In Witness Whereof, the parties hereto have executed this Agreement on

and as of the day and year first above written.




 




	

  BroadVision,

  Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  
	

   


  	

   


  
	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Agent


  
	

   


  	

   


  
	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

  Address:


  	

   


  
	

   


  	

   


  
	

   


  
	

   


  
	

   


  
			





 




 




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