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embezzlement, theft, or any other material violation of law that occurs during or in the course of <br /> Company's operations within the Town of Mashpee; (ii) intentional damage to the company's <br /> assets; (iii) intentional disclosure of the company's confidential information contrary to the <br /> company's policies; (iv) breach of Company's obligations under this Agreement; (v) intentional <br /> breach of any of company's policies; (vi) the willful and continued failure by the Company to <br /> substantially perform the duties for the company (other than as a result of incapacity due to <br /> physical or mental illness); or (vii) willful conduct by Company that is demonstrably and materially <br /> injurious to the company, monetarily or otherwise. For purposes of this paragraph, an act, or a <br /> failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless <br /> it is done, or omitted to be done, by the Company in bad faith or without a reasonable belief that <br /> the Company's action or omission was in the best interest of company. Failure to meet <br /> performance standards or objectives, by itself, does not constitute "Cause." <br /> 15. Failure to Locate and/or Relocation <br /> This Agreement shall be null and void in the event that the Company shall (i) not locate a <br /> Marijuana Cultivation or Product Manufacturing Establishment in the Town, in which case, the <br /> Company shall reimburse the Town for its legal fees associated with the negotiation of this <br /> Agreement, or (ii) relocate the Establishment out of the Town. In the case of relocation out of <br /> Town, an adjustment of funds due to the Town hereunder shall be calculated based upon the <br /> period of operation within the Town, but in no event shall the Town be responsible for the <br /> return of any funds already provided to it by the Company. If, however, the Establishment is <br /> relocated out of the Town prior to the second anniversary of the date of this Agreement, the <br /> Company shall pay the Town as liquidated damages an amount equal to ten thousand dollars <br /> ($10,000) in consideration of the expenditure of resources by the Town in negotiating this <br /> agreement and preparing for impacts. <br /> 16. Governing Law <br /> This Agreement shall be governed in accordance with the laws of the Commonwealth of <br /> Massachusetts and venue for any dispute hereunder shall be in the courts of Barnstable <br /> County. <br /> 17. Amend ments/wa iver <br /> Amendments, or waivers of any term, condition, covenant, duty or obligation contained in this <br /> Agreement may be made only by written amendment executed by all signatories to the original <br /> Agreement, prior to the effective date of the amendment. <br /> 18. Seve ra b i l ity <br /> If any term or condition of the Agreement or any application thereof shall to any extent be held <br /> invalid, illegal or unenforceable by the court of competent jurisdiction, the validity, legality, and <br /> enforceability of the remaining terms and conditions of this Agreement shall not be deemed <br /> affected thereby unless one or both parties would be substantially or materially prejudiced. <br /> Further, the Company agrees it will not challenge, in any jurisdiction, the enforceability of any <br /> provision included in this Agreement; and to the extent the validity of this Agreement is <br /> challenged by the Company in a court of competent jurisdiction, the Company shall pay for all <br /> reasonable fees and costs incurred by the Town in enforcing this Agreement. <br /> 8 <br />