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mutually negotiated by the parties. This indemnification obligation of the Licensee shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and Licensee hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of Licensee are a material inducement to the County to enter into this Agreement, are reflected in Contractor's compensation, and have been mutually negotiated by the parties. -7.11 Termination. This agreement maybe terminated at anytime by the County if: (a) In the judgment of the County, it is unable to present an agricultural fair on the dates specified in this agreement. (b) There is failure to make payment as required or violation of any term of condition provided for herein which Licensee, having been given written notice or any such violation, has failed to correct within a reasonable period of time; (c) There occurs an assignment for the benefit of creditors by, or an institution of bankruptcy proceedings for or against, the Licensee; (d) There is shown to exist fraud, collusion, or conflict of interest on the part of any of the parties and/or their agents in obtaining this agreement or carrying out the provisions hereof. For these purposes, the above terms are as defined by the laws of the State of Washington, however, conflict of interest is also defined to include the giving or receiving of any gratuity or the entering of any employment relationship between a county officer or employee and the Licensee that is not first disclosed and approved by the County in public meeting. (e) There is compelling governmental need for the Premises which the County determines is inconsistent with the privileges granted herein. (f) There is a sale of more than forty-nine percent (49%) of the stock of Licensee Corporation to a person not now a shareholder, or the officers or directors of Licensee Corporation are changed. Licensee agrees to promptly inform the County of any such sale or change. This agreement may be terminated by the Licensee or County for any reason or cause within sixty (60) days of the same year's Fair closing date (Labor Day). 7.12 Termination Rights. In the event of termination, the Licensee or County shall be obligated to pay or reimburse all sums due and owing from guarantees paid at the date of termination and the County shall not be liable for any damages resulting from the termination. The Licensee will not be liable for any damages resulting from the termination, if notice has been given within sixty (60) days of the last operated Fair's closing date (Labor Day). 7.13 Agreement is Personal. It is agreed that the personal and business integrity of Licensee's officers and directors is a major consideration on the part of the County in entering into this agreement, and that the agreement is personal to Licensee and may not be assigned, delegated, or transferred without express written approval of the County.