6. Consultant accepts sole responsibility for the payment of any and all taxes, penalties,interest, Social Security and other withholdings or deductions that it may owe to, or are imposedon it by, any governmental authority with respect to or on account of any payments or benefits madeto Consultant pursuant to Paragraph 5 of this Agreement.7. Consultant agrees that during the Consulting Term and for all time thereafter, (i) he shallnot use for any purpose other than the performance of its consulting services hereunder, ordisclose to any third party, any information relating to Westwood or any of its affiliatedcompanies that is proprietary to Westwood (“Confidential Information”) which may come into hispossession during the Consulting Term, including any trade secret or any written (including in anyelectronic form) or oral communication incorporating Confidential Information in any way (except asmay be required by law or in the performance of his duties under this Agreement consistent withWestwood’s policies); and (ii) he will comply with any and all confidentiality obligations ofWestwood to a third party, whether arising under a written agreement or otherwise. Informationshall not be deemed Confidential Information which (x) is or becomes generally available to thepublic other than as a result of a disclosure by Consultant or at its direction or by any otherperson who directly or indirectly receives such information from it, or (y) is or becomes availableto Consultant on a non-confidential basis from a source which is entitled to disclose it to him.8. Consultant acknowledges and agrees that he is bound by non-competition obligations toWestwood as agreed-to and ratified in the Separation Agreement, and that Westwood is entitled toenforce such obligations against Consultant.9. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL,SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER ARISING FROM A BREACH OF CONTRACT ORTORT OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS ORDAMAGE IN ADVANCE.10. Consultant and Westwood agree to maintain the terms of Schedule A to this Agreementconfidential except as otherwise required by law.11. Consultant shall not be required to mitigate the amount of any payment provided for hereinby seeking other employment, and the amount of such payments shall not be reduced by anycompensation earned by the Consultant from any source.
 
 

 
12. This Agreement shall not be assignable by either Consultant or Westwood without thewritten consent of the other and any purported assignment or delegation not in accordance with thisSection 12 shall be null and void.13. The provisions contained in Section 5 regarding payment of compensation to Consultant andSection 14 regarding indemnification shall survive the termination or expiration of the ConsultingTerm and shall be fully enforceable thereafter.14. Westwood shall indemnify the Consultant, only to the same extent Consultant was entitledto indemnification as an employee of Westwood, from and against any and all losses, liabilities,damages, demands, claims, suits, actions, causes of action, judgments, assessments, costs andexpenses of any kind (“Losses”) incurred in connection with the Consultant’s performance of dutiespursuant to this Agreement, provided that (a) Westwood will have no such indemnificationobligations for Losses arising from Consultant’s gross negligence or willful misconduct, and (b)Consultant shall not be entitled to and/or eligible for any coverage under insurance policiesmaintained by Westwood for Losses.15. This Agreement shall be construed and enforced in accordance with the laws of the State ofNew York without reference to principles of conflict of laws. Any legal suit, action or proceedingagainst any party hereto arising out of or relating to this Agreement shall be instituted in afederal or state court in the State of New York, and each party hereto waives any objection whichit may now or hereafter have to the laying of venue of any such suit, action or proceeding and eachparty hereto irrevocably submits to the jurisdiction of any such court in any suit, action orproceeding.This Agreement constitutes the complete understanding between Consultant and Westwood regardingConsultant’s consulting services to Westwood, and supersedes all prior agreements andunderstandings between Consultant and Westwood only regarding such consulting services.         /s/ Andrew Hersam   4/27/09         Andrew Hersam   Date           Westwood One, Inc.               By: /s/ David Hillman Authorized Representative   5/7/09 Date  
 
 

 
Schedule A[Intentionally omitted]