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1. The filing of a petition by or against or for adjudication as a bankrupt or insolvent, or for reorganization, for the appointment of a receiver or trustee of the property. 2. An assignment for the benefit of creditors, 3. The taking of possession of the property by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of the business. 4. Non-payment of compensations due hereunder for CONSULTANTS'services. a. Upon the occurrence of any of the foregoing, or if either party shall fail to discharge and perform the obligations under this Agreement after having received five (5) days written notice from the non -defaulting party of its failure to perform, the non -defaulting party shall have the tight, without prejudice to any right or remedy afforded by law or equity, to terminate their performance of the Agreement. C. If the defaulting party, is the CONSULTANTS and the COUNTY elects to terminate the Agreement, the CONSULTANTS shall remove themselves from the premises and turn over to the COUNTY as the COUNTY'S property, all materials, reports, maps, documents, plans, and other written documents prepared or obtained by the CONSULTANTS incident to their work under this Agreement upon payment in full by the COUNTY of all amounts due and owing to the CONSULTANTS for work actually performed under this agreement. D. If the defaulting party is COUNTY, CONSULTANTS shall not be required to deliver any work product performed under this Agreement. including by not limited to materials, reports, maps, documents, plans or other written documents prepared or obtained by CONSULTANTS incident to its work under this Agreement unless and until all defaults or COUNTY have been cured and all payments due CONSULTANTS have been made for work actually performed under this agreement. E. If it should become necessary for either of die parties to resort to legal action because of a default by the other partythen the non prevailing party m any litigation shall pay all costs incurred by the non -defaulting party including but not limited m reasonable attorney's fees incurred prior to litigation, during litigation or on appeal, if necessary, and any other expenses incurred by the prevailing party. XII. WARRANTIES AND CONFLICT OF INTEREST: The CONSULTANTS represent and warrant that they have every legal right to enter into this Agreement and the CONSULTANTS will not be restricted in providing the performance hereunder by any prior commitments. The CONSULTANTS hereby warrant that there is no conflict of interest in CONSULTANTS present employmentif anywith the acnvmes to be performed hereunder and shall advise the COUNTY if a conflict of interest anses in the future XIII. SUCCESSORS: This Agreement shall not more to the benefit of and be binding upon the heirs, executor, administrators, successors and assigns of the parties hereto: Page 6 of g eprrvrnac R Heniqar, Inc.