Exhibit 10.1

                               INDEMNITY AGREEMENT


         THIS  AGREEMENT is made and entered into this ______ day of __________,
1997  by  and  between   BROADVISION,   INC.,   a  Delaware   corporation   (the
"Corporation"), and __________________ ("Agent").

                                    RECITALS

         WHEREAS,  Agent performs a valuable  service to the  Corporation in his
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

                                       1.

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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 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 43 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 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  was   knowingly
fraudulent or deliberately dishonest or that constituted willful misconduct;

                  (c) on account of Agent's conduct that constituted a breach of
Agent's duty of loyalty to the Corporation or resulted 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

                                       2.

<PAGE>

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 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

                                       3.

<PAGE>

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
that there may be a 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 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.

                                       4.

<PAGE>

         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

                                       5.

<PAGE>

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.
                      333 Distel Circle
                      Los Altos, CA  94022-1404
                      Attn:  Chief Financial Officer

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


                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       6.

<PAGE>


         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



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                                          Address:

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                                       7.