EXHIBIT 10.6
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT is made and entered
into this day of November 17, 2008 by and between Capital Gold
Corporation, a Delaware corporation (the "Corporation"), and John
Brownlie ("Management Consultant").
RECITALS
A. Corporation
has engaged the consulting services of Management Consultant in
connection with the business of the Corporation; and
B. Corporation
has agreed to provide certain indemnity to Management Consultant in
connection with services requested from and provided by Management
Consultant to Corporation; and
C. The parties
desire, by this writing, to memorialize said indemnity
agreement.
AGREEMENT
NOW, THEREFORE, in consideration of professional
services rendered to Corporation by Management Consultant and for
other good and valuable consideration, it is agreed as
follows:
1.
INDEMNITY. Subject only to the exclusions set
forth in Section 2 below, the Corporation hereby undertakes and
agrees to indemnify and hold Management Consultant, including its
principals, employees and agents, harmless from and against any and
all claims, suits, damages, losses, costs, liabilities, fees and
expenses suffered or incurred from or as a result of services by
Management Consultant to Corporation. Without limiting
the foregoing, the rights of indemnity hereunder extend to an
include protection against any and all expenses (including
attorneys' fees), witness fees, damages, judgments, fines and
amounts paid in settlement and any other amounts that Management
Consultant becomes legally obligated to pay because of any third
party’s 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 to w
