Common use of Negotiations with Others Clause in Contracts

Negotiations with Others. (a) From and after the date hereof and until this Agreement shall have been terminated in accordance with its terms, each party agrees that it will not, directly or indirectly, encourage or solicit any inquiries or proposals by or engage in any discussions or negotiations with, or enter into any Contract or understanding with, any person concerning an Acquisition Proposal subject, however, to such actions which, in the good faith judgment of the Board of Directors of CDBeat and the management of Cakewalk, based upon the advice of counsel, are required under applicable Law to be taken in the exercise of its fiduciary duties. Each party shall advise the other of any unsolicited written proposal or offer to enter into an Acquisition Proposal.