FORM OF INDEMNITY AGREEMENT


    
      Exhibit
        10.1

      
 

      
        NVIDIA
          CORPORATION

        INDEMNITY
          AGREEMENT

        
                  THIS
            AGREEMENT is
            made and entered into this ·
            day of
·,
            2006 by
            and between NVIDIA
            Corporation,
            a
            Delaware corporation (the “Corporation”),
            and
            ______________________ (“Agent”).

          
            RECITALS

            
              Whereas,
                Agent
                performs a valuable service to the Corporation in the capacity as
                a director,
                officer, employee or agent of the Corporation;

              
                Whereas,
                  the
                  stockholders of the Corporation have adopted bylaws (the “Bylaws”)
                  and
                  the Amended and Restated Certificate of Incorporation of the Corporation
                  (the
“Certificate”)
                  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, the Certificate and the Code, by their non-exclusive
                    nature, permit
                    contracts between the Corporation and its directors, officers,
                    employees and
                    other agents with respect to indemnification of such persons;
                    and 

                  
                    Whereas,
                      in
                      order to induce Agent to continue to serve as a director, officer,
                      or employee
                      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 a director,
                        officer, employee or
                        agent of the Corporation that began on _________ ___, _____,
                        the parties hereto
                        agree as follows:

                      
                        AGREEMENT

                        
                          1. DEFINITIONS.
                            

                          
                            (a)
                               Expenses.
                              For
                              purposes of this Agreement, the term “Expenses”
shall
                              be broadly construed and shall include, without limitation,
                              all direct and
                              indirect costs of any type or nature whatsoever (including,
                              without limitation,
                              all attorneys’, witness, or other professional fees and related disbursements,
                              and other out-of-pocket costs of whatever nature),
                              actually and reasonably
                              incurred by Agent in connection with the investigation,
                              defense or appeal of a
                              Proceeding or establishing or enforcing a right to
                              indemnification under this
                              Agreement, the Code or otherwise, and amounts paid
                              in settlement by or on behalf
                              of Agent, but shall not include any judgments, fines
                              or penalties actually
                              levied against Agent for such individual’s violations of law.


                             

                            
                              
                                
                                

                              

                              
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                            (b) Change
                              in Control.
                              For
                              purposes of this Agreement, a “Change
                              in Control”
shall
                              be deemed to have occurred if (i) any “person” (as such term is used in Sections
                              13(d) and 14(d) of the Securities Exchange Act of 1934
                              (the “Act”)),
                              other than a trustee or other fiduciary holding securities
                              under an employee
                              benefit plan of the Corporation or a corporation owned
                              directly or indirectly by
                              the stockholders of the Corporation in substantially
                              the same proportions as
                              their ownership of stock of the Corporation, becomes
                              the "beneficial owner" (as
                              defined in Rule 13d-3 under said Act), directly or
                              indirectly, of securities of
                              the Corporation representing more than twenty percent
                              (20%) of the total voting
                              power represented by the Corporation's then outstanding
                              Voting Securities; or
                              (ii) there is consummated a merger, consolidation or
                              similar transaction
                              involving (directly or indirectly) the Corporation
                              if, immediately after the
                              consummation of such merger, consolidation or similar
                              transaction, the
                              stockholders of the Corporation immediately prior thereto
                              do not own, directly
                              or indirectly, either (A) outstanding Voting Securities
                              representing more than
                              fifty percent (50%) of the combined outstanding voting
                              power of the surviving
                              entity in such merger, consolidation or similar transaction
                              or (B) more than
                              fifty percent (50%) of the combined outstanding voting
                              power of the parent of
                              the surviving entity in such merger, consolidation
                              or similar
                              transaction.

                            
                              (c) Independent
                                Legal Counsel.
                                For
                                purposes of this Agreement, “Independent
                                Legal Counsel”
shall
                                mean an attorney or firm of attorneys, selected in
                                accordance with the
                                provisions of Section 5 hereof, who shall not have
                                otherwise performed services
                                for the Corporation (or for any entity that now or
                                in the future is controlled
                                by, controlling or under common control with the
                                Corporation) or Agent within
                                the last three years (other than with respect to
                                matters concerning the rights
                                of Agent under this Agreement, or of other indemnitees
                                under similar indemnity
                                agreements).

                               

                              (d) Proceeding.
                                For
                                purposes of this Agreement, the term “Proceeding”
shall
                                mean and shall include, without limitation, any threatened,
                                pending, or
                                completed action, suit, arbitration, alternate dispute
                                resolution mechanism,
                                investigation, inquiry, administrative hearing, whether
                                brought in the right of
                                or by the Corporation or otherwise and whether of
                                a civil, criminal,
                                administrative or investigative nature, and whether
                                formal or informal in any
                                case, in which Agent was, is or will be involved
                                as a party or otherwise by
                                reason of the fact that: (i) Agent is or was a director,
                                officer, employee or
                                agent of the Corporation; (ii) Agent took an action
                                while acting as director,
                                officer, employee or agent of the Corporation; or
                                (iii) Agent is or was serving
                                at the request of the Corporation as a director,
                                officer, employee or agent of
                                another corporation, partnership, joint venture,
                                trust, employee benefit plan or
                                other enterprise, and in any such case described
                                above, whether or not serving
                                in any such capacity at the time any Expense is incurred
                                for which
                                indemnification, reimbursement, or advancement of
                                Expenses may be provided under
                                this Agreement.

                               

                              (e) Voting
                                Securities.
                                For
                                purposes of this Agreement, "Voting
                                Securities"
                                shall
                                mean any securities of the Corporation that vote
                                generally in the election of
                                directors.

                               

                              2. SERVICES
                                TO THE CORPORATION.
                                Agent
                                will serve, at the will of the Corporation or under
                                separate contract, if any
                                such contract exists, as a director, officer, or
                                employee of the Corporation or
                                as a director, officer or other fiduciary of an affiliate
                                of the Corporation
                                (including, but not limited to, any employee benefit
                                plan of the Corporation)
                                faithfully and to the best of Agent's ability so
                                long as Agent 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 be subject to 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.

                              
                                
                                  
                                    
                                    

                                  

                                  
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                                3. 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, the Certificate
                                  and the Code, as the same may be amended from time
                                  to time (but, only to the
                                  extent that such amendment permits the Corporation
                                  to provide broader
                                  indemnification rights than the Bylaws, the Certificate
                                  or the Code permitted
                                  prior to adoption of such amendment). These obligations
                                  and the other
                                  obligations of the Corporation in this Agreement
                                  apply regardless of whether the
                                  conduct giving rise to the obligations occurred
                                  before or occur after the date
                                  this Agreement is executed. 

                                
                                  4. PARTIAL
                                    INDEMNIFICATION.
                                    Agent
                                    shall be entitled under this Agreement to indemnification
                                    by the Corporation for
                                    a portion of the Expenses that Agent becomes
                                    legally obligated to pay in
                                    connection with any Proceeding 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.

                                  
                                            5. CHANGE
                                      IN CONTROL.
                                      The
                                      Corporation agrees that if there is a Change
                                      in Control of the Corporation then,
                                      with respect to all matters thereafter arising
                                      concerning the rights of Agent to
                                      indemnification (including, but not limited
                                      to, any right to advancement of
                                      Expenses) under this Agreement, any other agreement
                                      with the Corporation
                                      providing for indemnification, the Certificate,
                                      Bylaws and applicable law
                                      (collectively, the “Indemnification
                                      Provisions”)
                                      as now
                                      or hereafter in effect, Independent Legal Counsel
                                      (as defined in Section 1
                                      hereof) shall be selected by Agent and approved
                                      by the Corporation (which
                                      approval shall not be unreasonably withheld).
                                      Such Independent Legal Counsel
                                      shall render its written opinion to the Corporation
                                      and Agent as to whether and
                                      to what extent Agent would be permitted to
                                      be indemnified under the
                                      Indemnification Provisions prior to and after
                                      the consummation of such Change in
                                      Control and such opinion shall be binding upon
                                      Agent and the Corporation. The
                                      Corporation agrees to pay the reasonable fees
                                      of the Independent Legal Counsel
                                      referred to above and to fully indemnify such
                                      counsel against any and all
                                      Expenses arising out of or relating to this
                                      Agreement or its engagement pursuant
                                      hereto.

                                    
                                      6. NOTIFICATION
                                        AND DEFENSE OF CLAIM.
                                        Not
                                        later than thirty (30) days after receipt
                                        by Agent of notice of the commencement
                                        of any 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 failure so
                                        to notify the Corporation will not
                                        relieve the Corporation from any liability
                                        which it may have to Agent under this
                                        Agreement or otherwise. With respect to any
                                        such 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;

                                        
                                          
                                            
                                              
                                              

                                            

                                            
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                                          (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 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
                                            Proceeding but the Expenses of such counsel
                                            incurred after notice from the
                                            Corporation of its assumption of the
                                            defense thereof shall be at the expense
                                            of
                                            Agent; provided, however, that the Expenses
                                            of Agent's separate counsel shall be
                                            borne by the Corporation if (i) the employment
                                            of counsel by Agent has been
                                            authorized by the Corporation, (ii) Agent
                                            reasonably shall have concluded that
                                            there may be a conflict of interest between
                                            the Corporation and Agent in the
                                            conduct of the defense of such Proceeding,
                                            or (iii) the Corporation in fact
                                            shall not have employed counsel to assume
                                            the defense of such Proceeding or
                                            shall at any time have ceased to actively
                                            pursue the defense thereof. The
                                            Corporation shall not be entitled to
                                            assume the defense of any 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 Proceeding
                                              effected without its written
                                              consent, which shall not be unreasonably
                                              withheld or delayed. The Corporation
                                              shall be permitted to settle any Proceeding
                                              except that it shall not settle any
                                              Proceeding 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.

                                            
                                              7. EXPENSES.
                                                Promptly
                                                following request by Agent for the
                                                advancement of Expenses, the Corporation
                                                shall advance, prior to the final
                                                disposition of any Proceeding, all
                                                Expenses
                                                incurred by Agent in connection with
                                                such Proceeding upon receipt of an
                                                undertaking by or on behalf of Agent
                                                to repay such amounts if it shall
                                                ultimately be determined by a final
                                                judicial decision from which there
                                                is no
                                                further right of appeal that Agent
                                                is not entitled to be
                                                indemnified.

                                              
                                                8. 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
                                                  (a) the claim for indemnification
                                                  or advances is denied, in whole
                                                  or in part, or
                                                  (b) 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,
                                                  also shall be entitled to be paid
                                                  the Expense of prosecuting Agent's
                                                  claim.
                                                  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.

                                                 

                                                
                                                  
                                                    
                                                    

                                                  

                                                  
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                                                9. INSURANCE.
                                                  

                                                 

                                                (a) Unless
                                                  otherwise approved by the Board
                                                  of Directors prior to a Change
                                                  in Control, the
                                                  Corporation shall obtain and maintain
                                                  during the term of this Agreement
                                                  directors' and officers' liability
                                                  insurance (“D&O
                                                  Insurance”)
                                                  with
                                                  respect to which Agent shall be
                                                  named as an insured. Notwithstanding
                                                  any other
                                                  provision of this Agreement, the
                                                  Corporation shall not be obligated
                                                  to indemnify
                                                  the Agent for Expenses which have
                                                  been previously paid directly to
                                                  the Agent by
                                                  D&O Insurance. If the Corporation
                                                  has D&O Insurance in effect at the
                                                  time the Corporation receives from
                                                  Agent any notice of the commencement
                                                  of a
                                                  Proceeding, the Corporation shall
                                                  give prompt notice of the commencement
                                                  of such
                                                  Proceeding to the insurers in accordance
                                                  with the procedures set forth in
                                                  the
                                                  policy. The Corporation shall thereafter
                                                  take all reasonably necessary action
                                                  to
                                                  cause such insurers to pay, on
                                                  behalf of the Agent, all amounts
                                                  payable as a
                                                  result of such Proceeding in accordance
                                                  with the terms of such
                                                  policy.

                                                
                                                  (b) In
                                                    the
                                                    event that (i) the D&O Insurance policy is renewed
                                                    but the renewed policy
                                                    does not provide for prior act’s coverage, or (ii) the Corporation
                                                    obtains a new
                                                    D&O Insurance policy for any period
                                                    following the termination of
                                                    the prior
                                                    D&O Insurance, and such new D&O Insurance policy does not provide
                                                    for
                                                    prior act’s coverage, or (iii) the Corporation
                                                    does not renew the D&O
                                                    Insurance policy or obtain a
                                                    new D&O Insurance policy following
                                                    the
                                                    termination of a D&O Insurance policy, then unless
                                                    otherwise determined by
                                                    the Board of Directors, the Corporation
                                                    shall add to the D&O Insurance
                                                    policy or the applicable successor
                                                    D&O Insurance policy a run-off
                                                    endorsement (the “Endorsement”)
                                                    on the
                                                    existing D&O Insurance policy or the applicable
                                                    successor D&O Insurance
                                                    policy subject to the same terms
                                                    and conditions in all material
                                                    respects. Unless
                                                    otherwise approved by the Board
                                                    of Directors prior to the date
                                                    on which the
                                                    Endorsement is obtained, the
                                                    Endorsement shall be non-cancelable
                                                    and shall
                                                    provide for at least a six-year
                                                    extended coverage period for
                                                    any and all claims
                                                    covered under the D&O Insurance policy. The Corporation
                                                    shall pay all
                                                    premiums, commissions and other
                                                    costs or charges incurred in
                                                    obtaining the
                                                    Endorsement and shall promptly
                                                    deliver to Agent a Certificate
                                                    of Confirmation of
                                                    Insurance with respect to such
                                                    Endorsement.

                                                   

                                                  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 reasonably
                                                    necessary to secure such rights,
                                                    including the execution of such
                                                    documents
                                                    necessary to enable the Corporation
                                                    effectively to bring suit to
                                                    enforce such
                                                    rights.

                                                  
                                                    11. NON-EXCLUSIVITY
                                                      AND SURVIVAL OF RIGHTS.
                                                      

                                                    
                                                      (a) 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
                                                        Proceeding. The benefits
                                                        hereunder shall inure to
                                                        the benefit of the heirs,
                                                        executors and administrators
                                                        and assigns of Agent. The
                                                        rights conferred on Agent
                                                        by this Agreement shall not
                                                        be exclusive of any other
                                                        right Agent may have or
                                                        hereafter acquire under any
                                                        statute, provision of the
                                                        Certificate or Bylaws,
                                                        agreement, vote of stockholders
                                                        or disinterested directors,
                                                        or otherwise, both
                                                        as to action in Agent's official
                                                        capacity and as to action
                                                        in another capacity
                                                        while holding office.

                                                       

                                                      
                                                        
                                                          
                                                          

                                                        

                                                        
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                                                      (b) The
                                                        obligations and duties of
                                                        the Corporation to Agent
                                                        under this Agreement shall
                                                        be
                                                        binding on the Corporation
                                                        and its successors and assigns
                                                        until terminated in
                                                        accordance with its terms.
                                                        The Corporation shall require
                                                        any successor (whether
                                                        direct or indirect, by purchase,
                                                        merger, consolidation or
                                                        otherwise) to the
                                                        Corporation or 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.

                                                      
                                                        (c) No
                                                          amendment, alteration or
                                                          repeal of this Agreement
                                                          or of any provision hereof
                                                          shall limit or restrict
                                                          any right of Agent under
                                                          this Agreement in respect
                                                          of
                                                          any action taken or omitted
                                                          by such Agent prior to
                                                          such amendment, alteration
                                                          or
                                                          repeal. To the extent that
                                                          a change in the Code, whether
                                                          by statute or judicial
                                                          decision, permits greater
                                                          indemnification or advancement
                                                          of Expenses than would
                                                          be afforded currently under
                                                          the Certificate, Bylaws
                                                          and this Agreement, it
                                                          is
                                                          the intent of the parties
                                                          hereto that Agent shall
                                                          enjoy by this Agreement
                                                          the
                                                          greater benefits so afforded
                                                          by such change. No right
                                                          or remedy herein conferred
                                                          is intended to be exclusive
                                                          of any other right or remedy,
                                                          and every other right
                                                          and remedy shall be cumulative
                                                          and in addition to every
                                                          other right and remedy
                                                          given hereunder or now
                                                          or hereafter existing at
                                                          law or in equity or otherwise.
                                                          The assertion or employment
                                                          of any right or remedy
                                                          hereunder, or otherwise,
                                                          by
                                                          Agent shall not prevent
                                                          the concurrent assertion
                                                          or employment of any other
                                                          right or remedy by Agent.


                                                        
                                                          12. SEVERABILITY.
                                                            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 contained
                                                            herein 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
                                                            nevertheless shall indemnify
                                                            Agent to the fullest
                                                            extent provided by the
                                                            Certificate, Bylaws,
                                                            the Code or any other
                                                            applicable
                                                            law.

                                                          
                                                            13. GOVERNING
                                                              LAW.
                                                              This
                                                              Agreement shall be
                                                              governed exclusively
                                                              by and construed according
                                                              to the laws
                                                              of the State of Delaware,
                                                              as applied to contracts
                                                              between Delaware residents
                                                              entered into and to
                                                              be performed entirely
                                                              within Delaware.

                                                            
                                                              14. AMENDMENT,
                                                                MODIFICATION, WAIVER
                                                                AND TERMINATION.
                                                                No
                                                                amendment, modification,
                                                                termination or cancellation
                                                                of this Agreement
                                                                shall be
                                                                effective unless
                                                                signed in writing
                                                                by both parties hereto,
                                                                provided, however,
                                                                that the Corporation
                                                                shall have the right
                                                                to amend, modify,
                                                                terminate or replace
                                                                this Agreement if:
                                                                (i) there is a change
                                                                in the Code or any
                                                                other applicable
                                                                law; or (ii) the
                                                                Corporation amends,
                                                                modifies, terminates
                                                                or replaces its form
                                                                of Indemnification
                                                                Agreement for directors,
                                                                officers, employees
                                                                and other agents
                                                                of the Corporation;
                                                                provided, that such
                                                                amended or modified
                                                                agreement or such
                                                                new agreement does
                                                                not diminish in any
                                                                material respect
                                                                the rights of Agent
                                                                hereunder. No waiver
                                                                of any of the provisions
                                                                of this Agreement
                                                                shall be deemed
                                                                or shall constitute
                                                                a waiver of any other
                                                                provision hereof
                                                                (whether or not
                                                                similar) nor shall
                                                                such waiver constitute
                                                                a continuing waiver.
                                                                

                                                              
                                                                
                                                                  
                                                                    
                                                                    

                                                                  

                                                                  
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                                                                15. ENTIRE
                                                                  AGREEMENT.
                                                                  This
                                                                  Agreement constitutes
                                                                  the entire agreement
                                                                  between the parties
                                                                  with respect to
                                                                  the subject matter
                                                                  hereof and supersedes
                                                                  all prior agreements,
                                                                  understandings
                                                                  and negotiations,
                                                                  written and oral,
                                                                  between the parties
                                                                  with respect to
                                                                  the
                                                                  subject matter
                                                                  of this Agreement;
                                                                  provided, however,
                                                                  that this Agreement
                                                                  is a
                                                                  supplement to and
                                                                  in furtherance
                                                                  of the Certificate,
                                                                  Bylaws, the Code
                                                                  and any
                                                                  other applicable
                                                                  law, and shall
                                                                  not be deemed a
                                                                  substitute therefore,
                                                                  nor to
                                                                  diminish or abrogate
                                                                  any
                                                                  rights of Agent thereunder.

                                                                
                                                                  16. INTERPRETATION
                                                                    OF AGREEMENT.
                                                                    It is
                                                                    understood that
                                                                    the parties hereto
                                                                    intend this Agreement
                                                                    to be interpreted
                                                                    and
                                                                    enforced so as
                                                                    to provide indemnification
                                                                    to Agent to the
                                                                    fullest extent
                                                                    now or
                                                                    hereafter permitted
                                                                    by law.

                                                                  
                                                                    17. IDENTICAL
                                                                      COUNTERPARTS.
                                                                      This
                                                                      Agreement may
                                                                      be executed
                                                                      in one or more
                                                                      counterparts,
                                                                      each of which
                                                                      shall be
                                                                      deemed for
                                                                      all purposes
                                                                      to be an original
                                                                      but all of
                                                                      which together
                                                                      shall
                                                                      constitute
                                                                      this Agreement.

                                                                    
                                                                      18. 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.

                                                                      
                                                                        19. 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

                                                                            
                                                                              NVIDIA
                                                                                Corporation

                                                                              Attn:
                                                                                General
                                                                                Counsel

                                                                              2701
                                                                                San
                                                                                Tomas
                                                                                Expressway

                                                                              Santa
                                                                                Clara,
                                                                                California
                                                                                95050

                                                                               

                                                                              
                                                                                or
                                                                                  to
                                                                                  such
                                                                                  other
                                                                                  address
                                                                                  as
                                                                                  may
                                                                                  have
                                                                                  been
                                                                                  furnished
                                                                                  to
                                                                                  Agent
                                                                                  by
                                                                                  the
                                                                                  Corporation,
                                                                                  or
                                                                                  to
                                                                                  such
                                                                                  other
                                                                                  address
                                                                                  as
                                                                                  Agent
                                                                                  may
                                                                                  direct
                                                                                  in
                                                                                  writing
                                                                                  the
                                                                                  Corporation
                                                                                  to
                                                                                  use.

                                                                                 

                                                                                
                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                  
                                                                                    7

                                                                                    
                                                                                      

                                                                                    

                                                                                  

                                                                                  
                                                                                    
                                                                                    

                                                                                  

                                                                                

                                                                                In
                                                                                  Witness
                                                                                  Whereof,
                                                                                  the
                                                                                  parties
                                                                                  hereto
                                                                                  have
                                                                                  executed
                                                                                  this
                                                                                  Agreement
                                                                                  on
                                                                                  and
                                                                                  as
                                                                                  of
                                                                                  the
                                                                                  day
                                                                                  and
                                                                                  year
                                                                                  first
                                                                                  above
                                                                                  written.

                                                                                
                                                                                  NVIDIA
                                                                                    Corporation

                                                                                  
                                                                                     

                                                                                    By:________________________________    

                                                                                    
                                                                                       

                                                                                      Title:_______________________________     

                                                                                      
                                                                                        
                                                                                           

                                                                                          AGENT

                                                                                          
                                                                                             

                                                                                            ___________________________________

                                                                                            (Signature)

                                                                                            
                                                                                              Print
                                                                                                Name
                                                                                                and
                                                                                                Address:

                                                                                               

                                                                                              ___________________________________

                                                                                              
                                                                                                 

                                                                                                c/o
                                                                                                  NVIDIA
                                                                                                  Corporation

                                                                                                2701
                                                                                                  San
                                                                                                  Tomas
                                                                                                  Expressway

                                                                                                Santa
                                                                                                  Clara,
                                                                                                  California
                                                                                                  95050

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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