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C� J to it. Hospital and Daniels shall perform their respective obligations hereunder in a careful and workmanlike manner and shall take all necessary and appropriate precautions to avoid injury to any person, damage to any property or contamination of the environment. 7. PERMITS. Daniels shall make available to the Hospital upon request copies of all federal, state and local licenses and permits applicable to its performance of the Service. 8. PAYMENT. Hospital shall pay Daniels for the Service in accordance with the terms and conditions of payment set forth in Schedule "2 " attached hereto. Daniels shall have the right to review and adjust the initial pricing set forth on Schedule "2" on an annual basis after the initial year, provided the Hospital receives written notice of the proposed price adjustment at least sixty (60) days prior to the anniversary of the Commencement Date. All price adjustments shall take effect on the anniversary date following the Hospital's receipt of written notice of the adjustment. 9. TERM OF AGREEMENT AND TERMINATION. This Agreement shall commence on March 8, 2003 ("Commencement Date") and continue for five (5) years unless terminated earlier as follows: 9.1 If a parry fails to pay money when due, this Agreement may be terminated after three (3) business days written notice of the delinquency. 9.2 In the event of non-performance or default (other than a default of the payment of money), the non -defaulting parry shall give the defaulting party written notice detailing the claim of default and the defaulting parry shall have five (5) business days to cure the default, unless such cure reasonably requires a longer period, in which case, this Agreement shall remain in effect if the cure is diligently pursued and completed within a reasonable time after notice. 9.3 Notwithstanding sections 9.1 and 9.2, this Agreement may be terminated without cause by either parry on the anniversary of the Commencement Date, upon at least sixty (60) days written notice from one party to the other electing to terminate the Agreement as of the anniversary date. 10. ADDITIONAL SERVICES. As an additional service, the cost of which shall be subsequently agreed on in writing by the parties, and included in Schedule "2," Daniels shall conduct an annual audit of pharmaceutical waste management at the Hospital, and provide a written report to the Hospital of the audit. The scope of the audit shall include (among other items to be agreed on by the parties) an analysis of the Hospital's waste composition, national best practices, waste minimization, and appropriate handling systems. 11. DANIELS' INDEMNITY. Daniels shall indemnify, defend and hold harmless the Hospital, its directors, officers and employees from and against any and all liabilities, damages, claims, penalties, forfeitures, suits and costs and expenses of every character whatsoever incident thereto (including court costs, costs and expenses of defense, settlement and reasonable attorney's fees) which it or they may hereafter incur, become responsible for or pay out as a result of death or bodily injuries to any person (including employees of Daniels and employees of the Hospital), destruction or damage to any property, or adverse effects on the environment or any violation of governmental laws, regulations or orders, caused, in whole or in part, by, resulting from, arising out of, incidental to, or in any manner "S" SERIES SHARPSMART COLLECTION AND DISPOSAL SERVICE AGREEMENT 4837-1/Sutter Tracy Community Hospital