Exhibit 10.5
* [***]:
Certain information in this document has been omitted and filed
separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.
PROFESSIONAL SERVICES AGREEMENT
This
Professional Services Agreement (“Agreement”) is
entered into as of the 19th day of December, 2007 (the
“Effective Date”), between Triple Ring Technologies,
Inc. (“the Company”) and NovaRay, Inc. (“the
Client”).
WHEREAS,
the Company has intimate knowledge of the NovaRay technology, as a
number of Triple Ring’s employees participated in the
development efforts of the NovaRay technology.
WHEREAS,
the Company has experience with a variety of development projects
and is willing to perform certain work hereinafter described in
accordance with the provisions of this Agreement; and
WHEREAS,
Client desires Company to perform such work in furtherance of
Client’s business.
NOW,
THEREFORE, in consideration of the mutual covenants set forth
herein and intending to be legally bound, the parties hereto agree
as follows:
| 1. |
|
Services, Compensation, Deliverables and Schedule. The
Company’s services performed hereunder (the
“Services”), compensation (including provisions for
payment thereof), deliverables (the “Deliverables”) and
schedule for the performance of Services shall be as set forth in
Exhibit A (the “Statement of Work”) and in any future
Statements of Work entered into in writing by the parties, which
may be amended in writing from time to time (solely as provided in
Section 26), or supplemented with subsequent estimates for Services
to be rendered by the Company and agreed to in writing by the
Client, and which collectively are hereby incorporated by
reference. If there is any conflict between this Agreement, any
Statement of Work (including Exhibit A and any future
Statements of Work entered into in writing by the parties), or any
attachments to the Statement of Work(s), the following priority
shall apply in decreasing order of priority: this Agreement, the
Statement of Work, and attachments to the Statement of Work. The
document (or portion of a document) with a higher priority shall
prevail and govern over the lower-priority document (or portion of
document) in the area of conflict. |
| |
| |
|
Company shall, to the best of its ability, render the Services,
in a timely and professional manner consistent with the highest
industry standards, by the |
