flir systems, inc. professional services agreement this professional services agreement ( the “ agreement ” ) is made as of the date last signed below in wilsonville, county of clackamas, state of oregon, between flir systems, inc. ( hereinafter, the “ company ” or “ flir ” ), a corporation having offices at 27700 sw parkway avenue, wilsonville, oregon 97070 and william w. davis ( hereinafter, the “ consultant ” ) ( individually, a “ party ” and together, the “ parties ” ). 1. scope of work to be performed. given consultant ’ s unique role as the former general counsel for flir, and in light of flir ’ s ongoing needs for certainty, continuity and transfer of information, flir desires to retain consultant and consultant agrees to provide services as needed in performing the following tasks : a. be available to the company for consultation regarding transition and historical legal matters relating to the company ’ s business and ongoing, threatened or new litigation, claims, arbitrations or disputes ( “ disputes ” ). a. a. be available to the company for consultation regarding transition and historical legal matters relating to the company ’ s business and ongoing, threatened or new litigation, claims, arbitrations or disputes ( “ disputes ” ). be available to the company for consultation regarding transition and historical legal matters relating to the company ’ s business and ongoing, threatened or new litigation, claims, arbitrations or disputes ( “ disputes ” ). b. throughout the period for which consultant receives payments under this agreement, consultant will reasonably cooperate with and assist the company with respect to the company ’ s legal and related issues, including by returning calls or emails in a timely manner, and assisting the company with respect to any disputes. b. b. throughout the period for which consultant receives payments under this agreement, consultant will reasonably cooperate with and assist the company with respect to the company ’ s legal and related issues, including by returning calls or emails in a timely manner, and assisting the company with respect to any disputes. throughout the period for which consultant receives payments under this agreement, consultant will reasonably cooperate with and assist the company with respect to the company ’ s legal and related issues, including by returning calls or emails in a timely manner, and assisting the company with respect to any disputes. c. consultant agrees that consultant will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation