**Exhibit 10.33**

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**BroadVision, Inc.**

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**INDEMNITY AGREEMENT**

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

 

**Recitals**

 

**Whereas,** Agent performs a valuable service to the Corporationin [his/her] capacity as                of the Corporation;

 

**Whereas,** the stockholders of the Corporation have adoptedbylaws (the “Bylaws”) providing for the indemnification of the directors,officers, employees and other agents of the Corporation, including personsserving at the request of the Corporation in such capacities with othercorporations or enterprises, as authorized by the Delaware General CorporationLaw, as amended (the “Code”);

 

**Whereas,** the Bylaws and the Code, by their non-exclusivenature, 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, theCorporation has determined and agreed to enter into this Agreement with Agent;

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**Now, Therefore,** in consideration of Agent’s continued service as                 after the date hereof, the partieshereto agree as follows:

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**Agreement**

 

**1.             Services to the Corporation.** Agent will serve, at the will of the Corporation or under separatecontract, if any such contract exists, as                 of the Corporation or as a director, officer or otherfiduciary of an affiliate of the Corporation (including any employee benefitplan of the Corporation) faithfully and to the best of his ability so long ashe is duly elected and qualified in accordance with the provisions of theBylaws or other applicable charter documents of the Corporation or suchaffiliate; *provided,however,* that Agent may at any time and for any reason resign fromsuch position (subject to any contractual obligation that Agent may haveassumed apart from this Agreement) and that the Corporation or any affiliateshall have no obligation under this Agreement to continue Agent in any suchposition.

 

**2.             Indemnity of Agent.** The Corporation hereby agrees to hold harmless and indemnify Agent tothe fullest extent authorized or permitted by the provisions of the Bylaws andthe Code, as the Bylaws or the Code may be amended from time to time (but, onlyto the 

 

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extent that such amendment permits the Corporation toprovide broader indemnification rights than the Bylaws or the Code permittedprior to adoption of such amendment).

**3.             Additional Indemnity.** In addition to and not in limitation of the indemnification otherwiseprovided for herein, and subject only to the exclusions set forth in Section 4hereof, the Corporation hereby further agrees to hold harmless and indemnifyAgent:

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**(a)          **against any and all expenses (including attorneys’fees), witness fees, damages, judgments, fines and amounts paid in settlementand any other amounts that Agent becomes legally obligated to pay because ofany 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 inthe right of the Corporation) to which Agent is, was or at any time becomes aparty, or is threatened to be made a party, by reason of the fact that Agentis, 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 asa director, officer, employee or other agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise;and

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**(b)          **otherwise to the fullest extent as may be provided toAgent by the Corporation under the non-exclusivity provisions of the Code andSection 41 of the Bylaws.

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**4.             Limitations on AdditionalIndemnity.**  No indemnity pursuant to Section 3hereof shall be paid by the Corporation:

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**(a)          **on account of any claim against Agent solely for anaccounting of profits made from the purchase or sale by Agent of securities ofthe Corporation pursuant to the provisions of Section 16(b) of theSecurities Exchange Act of 1934 and amendments thereto or similar provisions ofany federal, state or local statutory law;

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**(b)          **on account of Agent’s conduct that is established by afinal judgment as knowingly fraudulent or deliberately dishonest or thatconstituted willful misconduct;

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**(c)          **on account of Agent’s conduct that is established by afinal judgment as constituting a breach of Agent’s duty of loyalty to theCorporation or resulting in any personal profit or advantage to which Agent wasnot legally entitled;

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**(d)          **for which payment is actually made to Agent under avalid and collectible insurance policy or under a valid and enforceableindemnity clause, bylaw or agreement, except in respect of any excess beyondpayment under such insurance, clause, bylaw or agreement;

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**(e)          **if indemnification is not lawful (and, in thisrespect, both the Corporation and Agent have been advised that the Securitiesand Exchange Commission believes that indemnification for liabilities arisingunder the federal securities laws is against public policy and is, therefore,unenforceable and that claims for indemnification should be submitted toappropriate courts for adjudication); or

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**(f)           **in connection with any proceeding (or part thereof)initiated by Agent, or any proceeding by Agent against the Corporation or itsdirectors, officers, employees or other 

 

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agents, unless (i) such indemnification is expressly required tobe made by law, (ii) the proceeding was authorized by the Board ofDirectors of the Corporation, (iii) such indemnification is provided bythe Corporation, in its sole discretion, pursuant to the powers vested in theCorporation under the Code, or (iv) the proceeding is initiated pursuantto Section 9 hereof.

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**5.             Continuation of Indemnity.** All agreements and obligations of the Corporation contained herein shallcontinue during the period Agent is a director, officer, employee or otheragent of the Corporation (or is or was serving at the request of theCorporation as a director, officer, employee or other agent of anothercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise) and shall continue thereafter so long as Agent shall be subject toany possible claim or threatened, pending or completed action, suit or proceeding,whether civil, criminal, arbitrational, administrative or investigative, byreason of the fact that Agent was serving in the capacity referred to herein.

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**6.             Partial Indemnification.** Agent shall be entitled under this Agreement to indemnification by theCorporation for a portion of the expenses (including attorneys’ fees), witnessfees, damages, judgments, fines and amounts paid in settlement and any otheramounts that Agent becomes legally obligated to pay in connection with anyaction, suit or proceeding referred to in Section 3 hereof even if notentitled hereunder to indemnification for the total amount thereof, and theCorporation shall indemnify Agent for the portion thereof to which Agent isentitled.

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**7.             Notification and Defense of Claim.** Not later than thirty (30) days after receipt by Agent of notice of thecommencement of any action, suit or proceeding, Agent will, if a claim inrespect thereof is to be made against the Corporation under this Agreement,notify the Corporation of the commencement thereof; but the omission so tonotify the Corporation will not relieve it from any liability which it may haveto Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agentnotifies the Corporation of the commencement thereof:

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**(a)          **the Corporation will be entitled to participatetherein at its own expense;

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**(b)          **except as otherwise provided below, the Corporationmay, at its option and jointly with any other indemnifying party similarlynotified and electing to assume such defense, assume the defense thereof, withcounsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume thedefense thereof, the Corporation will not be liable to Agent under thisAgreement for any legal or other expenses subsequently incurred by Agent inconnection with the defense thereof except for reasonable costs ofinvestigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action,suit or proceeding but the fees and expenses of such counsel incurred afternotice from the Corporation of its assumption of the defense thereof shall beat the expense of Agent unless (i) the employment of counsel by Agent hasbeen authorized by the Corporation, (ii) Agent shall have reasonablyconcluded, and so notified the Corporation, that there is an actual conflict ofinterest between the Corporation and Agent in the conduct of the defense ofsuch action or (iii) the Corporation shall not in fact have employedcounsel to assume the defense of such action, in each of which cases the feesand expenses of Agent’s separate counsel shall be 

 

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at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of anyaction, suit or proceeding brought by or on behalf of the Corporation or as towhich Agent shall have made the conclusion provided for in clause (ii) above;and

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**(c)          **the Corporation shall not be liable to indemnify Agentunder this Agreement for any amounts paid in settlement of any action or claimeffected without its written consent, which shall not be unreasonablywithheld.  The Corporation shall bepermitted to settle any action except that it shall not settle any action orclaim in any manner which would impose any penalty or limitation on Agentwithout Agent’s written consent, which may be given or withheld in Agent’s solediscretion.

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**8.             Expenses.** The Corporation shall advance, prior to the final disposition of anyproceeding, promptly following request therefor, all expenses incurred by Agentin connection with such proceeding upon receipt of an undertaking by or onbehalf of Agent to repay said amounts if it shall be determined ultimately thatAgent is not entitled to be indemnified under the provisions of this Agreement,the Bylaws, the Code or otherwise.

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**9.             Enforcement.** Any right to indemnification or advances granted by this Agreement toAgent shall be enforceable by or on behalf of Agent in any court of competentjurisdiction if (i) the claim for indemnification or advances is denied,in whole or in part, or (ii) no disposition of such claim is made withinninety (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 forwhich a claim for indemnification is made under Section 3 hereof (otherthan an action brought to enforce a claim for expenses pursuant toSection 8 hereof, *provided that* the required undertaking hasbeen tendered to the Corporation) that Agent is not entitled to indemnificationbecause of the limitations set forth in Section 4 hereof.  Neither the failure of the Corporation (includingits Board of Directors or its stockholders) to have made a determination priorto the commencement of such enforcement action that indemnification of Agent isproper in the circumstances, nor an actual determination by the Corporation(including its Board of Directors or its stockholders) that suchindemnification is improper shall be a defense to the action or create apresumption that Agent is not entitled to indemnification under this Agreementor otherwise.

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**10.          Subrogation.** In the event of payment under this Agreement, the Corporation shall besubrogated to the extent of such payment to all of the rights of recovery ofAgent, who shall execute all documents required and shall do all acts that maybe necessary to secure such rights and to enable the Corporation effectively tobring suit to enforce such rights.

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**11.          Non-Exclusivity of Rights.** The rights conferred on Agent by this Agreement shall not be exclusiveof 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 actionin his official capacity and as to action in another capacity while holdingoffice.

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**12.          Survival of Rights.**

 

**(a)          **The rights conferred on Agent by this Agreement shallcontinue after Agent has ceased to be a director, officer, employee or otheragent of the Corporation or to serve at the request of the Corporation as adirector, officer, employee or other agent of another corporation, partnership,joint venture, trust, employee benefit plan or other enterprise and shall inureto the benefit of Agent’s heirs, executors and administrators.

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**(b)          **The Corporation shall require any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of the Corporation, expressly toassume and agree to perform this Agreement in the same manner and to the sameextent that the Corporation would be required to perform if no such successionhad taken place.

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**13.          Separability.** Each of the provisions of this Agreement is a separate and distinctagreement and independent of the others, so that if any provision hereof shallbe held to be invalid for any reason, such invalidity or unenforceability shallnot affect the validity or enforceability of the other provisions hereof.  Furthermore, if this Agreement shall beinvalidated in its entirety on any ground, then the Corporation shallnevertheless indemnify Agent to the fullest extent provided by the Bylaws, theCode or any other applicable law.

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**14.          Governing Law.** This Agreement shall be interpreted and enforced in accordance with thelaws of the State of Delaware.

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**15.          Amendment and Termination.** No amendment, modification, termination or cancellation of thisAgreement shall be effective unless in writing signed by both parties hereto.

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**16.          Identical Counterparts.** This Agreement may be executed in one or more counterparts, each ofwhich shall for all purposes be deemed to be an original but all of whichtogether shall constitute but one and the same Agreement.  Only one such counterpart need be producedto evidence the existence of this Agreement.

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**17.          Headings.** The headings of the sections of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreementor to affect the construction hereof.

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**18.          Notices.** All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed to have been duly given (i) upondelivery if delivered by hand to the party to whom such communication wasdirected or (ii) upon the third business day after the date on which suchcommunication was mailed if mailed by certified or registered mail with postageprepaid:

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**(a)          **If to Agent, at the address indicated on the signaturepage hereof.

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**(b)          **If to the Corporation, to:

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**BroadVision, Inc.**

585 Broadway

Redwood City, California  94063

 

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

 

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

 
| **BroadVision,  Inc.** |
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| By:                    |   |
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| **Agent**              |
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| Address:               |   |
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