exhibit10cn.htm


    EXHIBIT
10(cn)

     

    Master
Services Agreement

     

    


     

    This
Master Services Agreement (“Agreement”) is made effective
as of the 30th day of March, 2010 (“Effective Date”) and
constitutes the agreement between National Western Life Insurance Company
(“National Western” or
“NWL”), and Flexible
Architecture and Simplified Technology, Inc., a New Jersey corporation (“FAST”) for FAST to perform the
services and provide the deliverables described in each Statement of Work
executed pursuant to this Agreement.

     

    
      	
               
      

            	
              1.

            	
              SERVICES.
      National Western and FAST will develop and enter into one or more
      Statements of Work (each a “Statement of Work” or
      “SOW”)
      incorporating a description of the services to be provided by FAST
      pursuant to the terms of this Agreement (the “Services”) and when
      applicable the deliverables to be provided by FAST in connection with the
      Services, including without limitation, all Deliverables (as defined in
      Section 8).  Each Statement of Work will specifically identify
      this Agreement and indicate that it is subject to the terms hereof and, to
      the extent applicable, shall set forth the project scope, schedule,
      compensation, project activities and tasks to be performed and other roles
      and responsibilities of the parties. Each SOW shall substantially conform
      to the format of the  Statement of Work template attached hereto
      as Exhibit A.  To the extent there are any conflicts or
      inconsistencies between this Agreement and any Statement of Work the
      provisions of the Statement of Work shall govern and
    control.

            


    

     

    
      	
              2.

            	
              ACCEPTANCE
      OF DELIVERABLES. As a general practice, each SOW will specify
      procedures governing acceptance of Deliverables, including specific
      acceptance criteria and the period of time after delivery for National
      Western to review and test, as applicable, the Deliverables to determine
      whether they conform to the applicable specifications set forth in the
      Statement of Work and to notify FAST accordingly (“Acceptance
      Period”).  Unless otherwise specified in a
      SOW:

            


    

     

    
      	
               
      

            	
              2.1.

            	
              A
      Deliverable is accepted upon the earlier
      of  (“Acceptance”):

            


    

     

    (i)   When
NWL provides written notice to FAST of acceptance, or

     

    (ii) As
of the end of the Acceptance Period, unless National Western has earlier
rejected in accordance with Section 2.3 or accepted the
Deliverables.

     

    
      	
               
      

            	
              2.2.

            	
              The
      Acceptance Period for a SOW shall be thirty (30) days after delivery of
      the Deliverables.

            


    

     

    
      	
               
      

            	
              2.3.

            	
              National
      Western may reject all or any part of a Deliverable by providing written
      notice to FAST specifically identifying the manner in which the
      Deliverable fails to satisfy the acceptance criteria in the SOW (a “Non-Conformity”).  FAST
      will have thirty (30) days to correct such Non-Conformity at its own
      expense and notify National Western when such corrections are
      complete.  Delivery of written notice that the corrections are
      complete starts a new Acceptance Period for the Deliverable as
      corrected.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              If
      FAST disputes a notice of rejection, FAST shall promptly notify National
      Western and invoke the procedures in section 13 for resolution of
      disputes.

            


    

     

    
      	
               
      

            	
              3.

            	
              PRICE/TAXES.  FAST’s
      fees for the Services shall be as set forth in each Statement of
      Work. National
      Western shall be responsible for any and all federal, state and local
      sales, use and equivalent taxes imposed by an applicable taxing authority
      (“Sales Tax”);
      provided, however, that each party bears responsibility for paying its own
      franchise and income taxes.

            


    

     

    
      	
               
      

            	
              4.

            	
              INVOICES.  The
      Statement of Work shall specify how invoices will be submitted and paid,
      including the applicable invoice due dates. Each invoice will specify in
      detail the supporting data on which such amounts are based.  If
      NWL has a basis to dispute all or part of an invoice, National Western
      will provide notice and detail of the basis for the dispute prior to the
      invoice due date and invoke the procedures in section 13 for resolution of
      disputes.  NWL shall pay any undisputed portion of an invoice as
      provided in this Agreement.

            


    

     


    
      
        
        

         


      

      
        1

        
          

        

      

      
         


      

    


    Any
undisputed invoice remaining unpaid for more than thirty (30) days after the
invoice due date shall accrue interest at a rate not to exceed one and one-half
percent (1.5%) per month.

     

    
      	
              5.

            	
              EXPENSES.
      Except as expressly provided in a Statement of Work, National Western
      shall reimburse FAST for Out-of-Pocket
Expenses.

            


    

     

    
      	
               
      

            	
              5.1.

            	
              “Out-of-Pocket
      Expenses” shall mean the reasonable out-of-pocket expenses actually
      incurred and paid by FAST in the performance of the Services or the
      creation of the Deliverables, including air travel expenses, taxis and
      rental cars, parking, overnight lodging and
  meals.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              FAST
      must submit to National Western a request for reimbursement of
      Out-of-Pocket Expenses within sixty (60) days after payment of the
      expenses by FAST.  NWL will reimburse all undisputed expenses
      within thirty (30) days after submission.  If NWL disputes an
      expense, NWL will provide, before the due date for payment of the expense,
      written notice of the disputed expense and the basis for NWL’s dispute of
      the expense.  FAST has thirty (30) days after receiving written
      notice of a disputed expense to commence to invoke the procedures in
      section 13 for resolution of
disputes.

            


    

     

    
      	
               
      

            	
              6.

            	
              INDEPENDENT
      CONTRACTOR, SUBCONTRACTORS.  Each party will at all times
      be an independent contractor, and neither party has the authority to bind
      or commit the other. Nothing in this Agreement will be deemed or construed
      to create a joint venture, partnership, fiduciary, or agency relationship
      between the parties for any purpose.  The parties and their
      personnel are not and shall not be deemed for any purpose to be employees
      or agents of the other, nor shall either party or any of its employees,
      subcontractors or agents be entitled to any benefits offered to the other
      party’s employees, including but not limited to retirement, insurance or
      other similar benefits.  FAST may subcontract work under an SOW,
      but except as otherwise specified in this Agreement FAST’s use of
      subcontractors shall not affect its responsibilities under this Agreement
      or the applicable SOW.  FAST shall cause its subcontractors to
      comply with the terms and conditions of each applicable SOW and shall be
      responsible for the actions of its subcontractors in connection with
      applicable SOWs.

            


    

     

    
      	
               
      

            	
              7.

            	
              WARRANTY.

            


    

     

    
      	
               
      

            	
              7.1

            	
              FAST
      warrants and covenants that the Services and Deliverables set forth in a
      SOW will conform to the requirements of such SOW during the warranty
      period.  The warranty period, if any, shall be stated in the
      SOW.   FAST will promptly resolve any breach of the
      warranty in this Section 7.1 which is discovered within the warranty
      period at no additional expense to NWL, and such obligation to resolve by
      FAST is NWL’s sole remedy for breach of the warranty in this Section
      7.1.

            


    

     

    
      	
               
      

            	
              7.2

            	
              FAST
      warrants that the Services will be performed by skilled, competent and
      qualified personnel.  NWL’s sole remedies for breach of the
      warranty in this Section 7.2 are the right to demand replacement of FAST
      personnel and/or a refund of fees paid because of unskilled, incompetent
      or unqualified FAST personnel.

            


    

     

    
      	
               
      

            	
              7.3

            	
              FAST
      represents and warrants that any computer code and programming that is
      originally developed by FAST and provided hereunder will not, as of the
      date of delivery to National Western, contain any undisclosed disabling
      code (as such term is commonly understood in the industry) or to the best
      of FAST’s knowledge contain any
viruses.

            


    

     

    
      	
               
      

            	
              7.4

            	
              FAST
      represents and warrants that the Services and Deliverables (other than
      third party software and other intellectual property included in the
      Deliverables with the consent of NWL or provided by National Western) will
      not infringe any copyright, United States patent, or other intellectual
      property right of a third party.

            


    

     


    
      
        
        

         


      

      
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              7.5

            	
              FAST
      represents and warrants that the performance hereunder by any employee,
      subcontractor, independent contractor or agent of FAST (“FAST Agents”) and FAST
      will not violate or breach any agreement with any former employer or other
      third party.  Provided, however, that FAST shall have an
      opportunity to avoid a breach of the warranty in this section 7.5 by
      resolving any such violation or breach within thirty (30) days after
      receiving notice by NWL.

            


    

     

    
      	
               
      

            	
              7.6

            	
              FAST
      represents and warrants that: (i) no intellectual property rights granted
      or conveyed by FAST herein have been licensed to others on an exclusive
      basis; (ii) the Deliverables do not include Materials that are owned by a
      third party; (iii) FAST holds or owns all rights which it purports to
      assign, license, grant or convey under this Agreement; and (iv) FAST has
      the right to sublicense any rights which it purports to sublicense under
      this Agreement.  Upon reasonable request by NWL FAST will
      provide a copy of documents, if any, evidencing FAST’s ownership rights in
      or rights to use Materials, including but not limited to a written
      assignment executed by any independent contractor of
  FAST.

            


    

     

    
      	
               
      

            	
              7.7

            	
              Except
      as expressly set forth in this Section 7 or in a SOW, National Western and
      FAST disclaim any and all express or implied representations or
      warranties, including any warranty of merchantability or fitness for a
      particular purpose or use, non-infringement, interference with enjoyment
      or otherwise.

            


    

     

    
      	
               
      

            	
              8.

            	
              INTELLECTUAL
      PROPERTY.

            


    

     

    
      	
               
      

            	
              8.1.

            	
              Definitions. As
      used in this Agreement and any SOW:

            


    

     

    (a)           The
term “Materials” means
work product and other materials, including without limitation, reports,
documents, templates, studies, software programs in both source code and object
code, specifications, business methods, tools, methodologies, processes,
techniques, solution construction aids, analytical frameworks, algorithms,
know-how, processes, products, documentation, abstracts and summaries
thereof.

     

    (b)           The
term “Deliverables”
means all Materials provided by FAST to NWL pursuant to a SOW.  For
the avoidance of doubt, the term Deliverables also includes any modifications
to, or derivative works of, a Deliverable prepared by or for FAST pursuant to
sections 2.3 and 7.1 hereunder.

     

    (c)           A
“Subsidiary” of a party
means any corporation, company or other entity more than fifty percent (50%) of
whose outstanding securities representing the right, other than as affected by
events of default, to vote for the election of directors or other governing
authorities are now or hereafter owned or controlled, directly or indirectly, by
such party, but such corporation, company, or other entity shall be deemed to be
a Subsidiary only so long as such ownership or control exists.

     

    (d)           An
“Affiliate” means any
entity that, directly or indirectly through one or more intermediaries, controls
or is controlled by or is under common control with a
party.  Notwithstanding the foregoing, no governmental entity shall be
considered an Affiliate of a Party  For purposes of this Section
“control” (including the terms “controlled by” and “under common control with”)
means, at any time, with respect to the relationship between or among two or
more Persons, the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management of a Person, through the
ownership of greater than fifty percent (50%) of the voting securities of such
Person.

     

    (e)           A
“Person” means an
individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company,
government (or an agency or subdivision thereof) or other entity of any
kind.

     

    (f)           Unless
expressly agreed otherwise in a SOW, the term “NWL Materials” means Materials
developed by or acquired by NWL outside the scope of Services under a SOW,
including (i) Materials owned, acquired or developed by NWL prior to
commencement of FAST’s performance of the relevant Services under a SOW, and
(ii) Materials acquired or developed by NWL after completion of FAST’s
performance of the relevant Services under a SOW.  The term “NWL
Materials” does not include any NWL Derivation, as defined in subsection (g)
below.

     


    
      
        
        

         


      

      
        3

        
          

        

      

      
         


      

    


    (g)           The
term “NWL Derivation”
refers to any derivative work of a Deliverable that is (i) acquired or prepared
by NWL (ii) during the term of this Agreement.  For the avoidance of
doubt, the term NWL Derivation does not include any derivative work acquired or
prepared by or for NWL within the scope of the license grant in section 8.3.2
below and after termination of this Agreement.

     

    (h)           The
term “FAST Derivation”
refers to any derivative work of a Deliverable that is provided by or made
available to NWL by FAST.  FAST agrees to provide or make available to
NWL derivative works of a Deliverable in accordance with the terms of Exhibit E
attached hereto.

     

    (i)           The
term “Licensed Deliverables and
Derivations” refers to the Deliverables, NWL Derivations, and FAST
Derivations.

     

    (j)           The
term “NWL Scope of Use”
refers to internal use by NWL.

     

    


     

    
      	
               
      

            	
              8.2.

            	
              Retention of Rights in
      General Knowledge.  Each
      party will be free to use its general knowledge, skills and experience,
      and any ideas, concepts, know-how, and techniques that are acquired or
      used in connection with the
Services.

            


    

     

    
      	
               
      

            	
              8.3.

            	
              Rights In
      Deliverables.  Unless clearly and expressly modified in
      the SOW, the parties have the respective ownership rights and licenses in
      the Deliverables:

            


    

     

    
      	
               
      

            	
              8.3.1.

            	
              Ownership of
      Deliverables.  Subject to the license rights granted in
      this Section 8, the Licensed Deliverables and Derivations and all
      intellectual property rights in the Licensed Deliverables and Derivations
      shall be the sole and exclusive property of FAST or its 3rd-party
      vendors.   For the avoidance of doubt, this Section 8.3.1
      does not convey or grant any rights to FAST or its 3rd-party vendors in
      (i) NWL Confidential Information or Confidential Information subject to a
      Non-Disclosure Agreement pursuant to Section 9 of this Agreement, or (ii)
      NWL Materials.

            


    

     

    
      	
               
      

            	
              8.3.2.

            	
              NWL’s License In
      Deliverables.

            


    

     

    
      	
               
      

            	
              8.3.2.1.

            	
              FAST
      agrees to grant and hereby grants to NWL a non-exclusive, perpetual,
      irrevocable, worldwide, royalty-free license to the Licensed Deliverables
      and Derivations to use the Licensed Deliverables and Derivations within
      the NWL Scope of Use, said license grant including the rights to make,
      use, modify, copy, reproduce and make derivative works within the NWL
      Scope of Use.

            


    

     

    
      	
               
      

            	
              8.3.2.2.

            	
              To
      the extent that any 3rd-party vendor of FAST owns or holds intellectual
      property rights in any part of the Licensed Deliverables and Derivations,
      the license grant in section 8.3.2.1 above includes all licenses and
      sublicenses under the intellectual property rights of the 3rd-party vendor
      of FAST required to effectuate the license grant in section 8.3.2.1,
      including but not limited to irrevocably licensing NWL to make, use,
      modify, copy, reproduce and make derivative works of the Licensed
      Deliverables and Derivations within the NWL Scope of
  Use.

            


    

     

    
      	
               
      

            	
              8.3.2.3.

            	
              For
      the avoidance of doubt, and subject to the limitations in section 8.3.3
      below, the license grant in sections 8.3.2.1 and 8.3.2.2 above authorizes
      NWL to maintain, extend, modify, or make derivative works of, and to use
      third-parties to maintain, extend, modify or make derivative works of, the
      Licensed Deliverables and Derivations within the NWL scope of
      use.

            


    

     

    
      	
               
      

            	
              8.3.2.4.

            	
              For
      the avoidance of doubt, nothing in this Section 8.3.2 authorizes NWL to
      sell, resell, transfer or convey the Licensed Deliverables and
      Derivations, or any derivative works thereof and NWL agrees that it will
      not do so.

            


    

     


    
      
        
        

         


      

      
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              8.3.2.5.

            	
              FAST
      hereby grants to NWL the right to sublicense to third parties the right to
      use the Deliverables solely for the benefit of NWL and subject to the
      terms and conditions of this Agreement, including, without limitation, the
      obligation to enter into a non-disclosure
  agreement.

            


    

     

    
      	
               
      

            	
              8.3.2.6.

            	
              FAST
      shall not claim a violation of its intellectual property rights because of
      NWL’s use of the Deliverables within the NWL Scope of
  Use.

            


    

     

    
      	
               
      

            	
              8.3.3.

            	
              License Rights -
      Confidentiality of Deliverables.  Unless agreed otherwise
      in a SOW, NWL will maintain the Licensed Deliverables and Derivations in
      confidence pursuant to section 9.2 below and will disclose or reveal such
      Licensed Deliverables and Derivations to another person or entity only (i)
      pursuant to Section 8.3.4. below, or (ii) with the clear and express prior
      written consent of a duly authorized representative of
      FAST.  For the avoidance of doubt, nothing in this Section 8.3.3
      prevents NWL from disclosing Licensed Deliverables and Derivations to any
      officer, employee, or agent of NWL, or to an Affiliate or Subsidiary of
      NWL pursuant to Section 8.4 below.

            


    

     

    
      	
               
      

            	
              8.3.4.

            	
              Limitations On NWL’s
      Use of Third-Parties to Work On Deliverables.  Before
      disclosure of the Licensed Deliverables and Derivations to any
      third-party, NWL will require the third-party to execute a third-party
      non-disclosure agreement (“Third-Party NDA”) that is substantially the
      same as the terms of the Non-Disclosure Agreement attached hereto as
      Exhibit B.  For the 8x software framework, FASTwill require that
      a non-disclosure agreement is signed directly between the third party and
      FAST.  The Third-Party NDA will provide that NWL vendors are
      third party beneficiaries of such agreements with respect to enforcing the
      obligations of the third-party under such agreements through injunctive
      relief.  NWL agrees that FAST is a third-party beneficiary of
      any such Third-party NDA with respect to enforcing its rights through
      injunctive relief.  FAST shall bear its own costs, including
      attorneys’ fees, of enforcing its rights and
  obligations.

            


    

     

    
      	
               
      

            	
              8.4.

            	
              Extension of License
      Rights to Subsidiaries and Affiliates.  The license
      rights granted under this section 8 shall extend to Subsidiaries and
      Affiliates, present and future, of the licensee who notify the licensor in
      writing that they accept the terms, including the obligations, of this
      Agreement respecting such license; provided that (i) if National Western
      is acquired, directly or indirectly, or merged into another entity, then
      the license rights granted under this Section shall not extend to any
      Subsidiaries and Affiliates that were not Subsidiaries and Affiliates
      prior to such acquisition or merger, and (ii) such Subsidiaries and
      Affiliates are  permitted by United States export law and to use
      such Deliverables and to be granted such license.  In the event
      that United States export laws do not allow such use and license, the
      parties shall work together, at National Western’s expense, to obtain any
      required permissions and licenses.

            


    

     

    
      	
               
      

            	
              8.5.

            	
              FAST
      will disclose to NWL any FAST Derivation as reasonably requested by NWL,
      and NWL will disclose to FAST any NWL Derivation as reasonably requested
      by FAST.  The disclosures under this section 0 shall be maintained in confidence pursuant to
      section 9 below.

            


    

     

    
      	
               
      

            	
              9.

            	
              CONFIDENTIAL
      INFORMATION.

            


    

     

    
      	
               
      

            	
              9.1.

            	
              FAST
      agrees to execute as a Service Provider the Non-Disclosure Agreement
      (“Non-Disclosure Agreement”) attached hereto as Exhibit B, which is
      incorporated herein by this reference, and to comply with each term and
      condition thereof.  In lieu of the obligation in paragraph 3 of
      the Non-Disclosure Agreement that each employee and contractor of Service
      Provider agree to be bound by the terms of the Non-Disclosure Agreement,
      FAST will require each employee and independent contractor of FAST to
      agree in writing (with FAST) to non-disclosure provisions substantially
      equivalent to the non-disclosure provisions attached hereto as Exhibit C
      and prior to the disclosure of any Confidential
      Information.  Upon request, FAST will provide a copy of the
      Non-Disclosure Agreement or provisions executed by any Independent
      Contractor or employee of FAST.

            


    

     


    
      
        
        

         


      

      
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              9.2.

            	
              NWL
      agrees to hold FAST Confidential Information in confidence, as follows,
      except as expressly and specifically modified in a
  SOW:

            


    

     

    
      	
               
      

            	
              9.2.1.

            	
              “FAST
      Confidential Information” shall mean Licensed Deliverables and
      Derivations. “FAST Confidential Information” shall not include information
      that NWL can demonstrate (i) is or became generally available to the
      public through no act or omission on the part of NWL or its
      representatives, (ii) is or became available to NWL on a
      non-confidential basis from a source other than FAST or its
      representatives, provided that such source is not bound by any contractual
      or other obligation of confidentiality with FAST, (iii) was within
      NWL’s possession prior to its being furnished, provided that the source of
      such information was not bound by any contractual or other obligation of
      confidentiality in respect thereof, or (iv)  was independently
      developed by NWL without reference to or use of the FAST Confidential
      Information.

            


    

     

    
      	
               
      

            	
              9.2.2.

            	
              NWL
      agrees not to use the FAST Confidential Information for any purpose at any
      time, other than as permitted by the terms of this
      Agreement.  NWL shall hold in confidence and not disclose or
      reveal to any person or entity the FAST Confidential Information without
      the clear and express prior written consent of a duly authorized
      representative of FAST or as expressly authorized under this Agreement,
      including without limitation section 8.3.4 above.  NWL
      warrants and represents that it has reasonable security measures in place
      to protect the FAST Confidential Information from unauthorized access,
      use, and disclosure.  NWL shall protect the confidentiality of
      the FAST Confidential Information using at least such care as NWL uses to
      protect its own confidential and proprietary information, but in no event
      less care than a prudent business entity would employ under similar
      circumstances.

            


    

     

    
      	
               
      

            	
              9.2.3.

            	
              NWL
      agrees that Licensed Deliverables and Derivations disclosed prior to the
      date of this Agreement shall be deemed FAST Confidential Information
      subject to this Agreement. NWL further agrees that its obligations with
      respect to the FAST Confidential Information shall survive the expiration
      and termination of this Agreement.  NWL shall promptly notify
      FAST, in writing, of any circumstances with which NWL has knowledge
      regarding any possible unauthorized use of, or access to, any FAST
      Confidential Information.

            


    

     

    
      	
               
      

            	
              9.2.4.

            	
              In
      the event NWL, or any party to whom it discloses the FAST Confidential
      Information pursuant to this Agreement, receives a subpoena, discovery
      request, or other legal process purporting to require the disclosure of
      any of the FAST Confidential Information, NWL shall, unless expressly and
      specifically prohibited by court order, provide FAST with prompt written
      notice, so that FAST may seek a protective order or other appropriate
      remedy.  In the event such protective order or other remedy is
      not obtained, NWL shall furnish only that portion of the FAST Confidential
      Information which it is legally required to disclose, and NWL shall also
      exercise its reasonable best efforts at FAST’s expense to obtain
      reasonable assurance that confidential treatment will be accorded the FAST
      Confidential Information so
disclosed.

            


    

     

    
      	
               
      

            	
              9.2.5.

            	
              NWL
      acknowledges that the provisions set forth in this section 9.2 are
      necessary and reasonable to protect the FAST Confidential Information, and
      that the loss or disclosure of the FAST Confidential Information will
      cause FAST irreparable harm for which it will have no adequate remedy at
      law.  Therefore, in addition to any other rights and remedies
      that it may have, FAST shall be entitled to obtain, without posting any
      bond, injunctive and other equitable relief (including, without
      limitation, preliminary and temporary injunctive relief) to prevent a
      breach or continued breach of the obligations of NWL with respect to the
      FAST Confidential Information set forth in this section
    9.2.

            


    

     


    
      
        
        

         


      

      
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    10.INDEMNITY.

    
      	
               
      

            	
              10.1.

            	
              NWL
      agrees to defend, indemnify, and hold FAST, its directors, officers,
      partners, managers, members and employees harmless from and against all or
      any liabilities, judgments, penalties, damages, costs, and expenses
      (including reasonable attorney fees) arising from any third-party claim
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Materials provided by NWL to FAST infringe a third party’s patent,
      copyright or other intellectual right, proprietary right or contractual
      right, to the extent such third party claim arises out of or relates to
      use of the Materials by FAST in the performance of the Services or
      inclusion of the Materials in a
Deliverable;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              NWL
      has made available to FAST any Materials in violation of any applicable
      United States export laws and regulations, provided that all such
      Materials are only used and accessed in the United States and by
      individuals and entities that are permitted by United States law to access
      such materials; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              NWL
      has disclosed, used or accessed outside the United States (including but
      not limited to:  in India), or disclosed in the United States to
      any person or entity not permitted access under United States law, any
      Materials in violation of any applicable United States export laws and
      regulations.

            


    

     

    Notwithstanding
the foregoing, NWL has no indemnity obligation under this section 10.1 arising
out of or relating to use or disclosure by FAST or its agents outside the United
States (including but not limited to: in India), or disclosure by FAST or its
agents in the United States to any person or entity not permitted access under
United States law, of materials provided by NWL.

     

    
      	
               
      

            	
              10.2.

            	
              FAST
      agrees to defend, indemnify, and hold NWL, its directors, officers,
      partners, managers, members and employees harmless from and against all or
      any liabilities, judgments, penalties, damages, costs, and expenses
      (including reasonable attorney fees) arising from any third party claim
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              arises
      out of or relates to a breach of any warranty or representation contained
      in Sections 7.4, 7.5, or 7.6 of this Agreement;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              FAST
      has made available to NWL any Materials in violation of any applicable
      United States export laws and regulations, provided that all such
      Materials are only used and accessed in the United States and by
      individuals and entities that are permitted by United States law to access
      such materials; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              FAST
      has disclosed, used or accessed outside the United States (including but
      not limited to:  in India), or disclosed in the United States to
      any person or entity not permitted access under United States law, any
      Materials in violation of any applicable United States export laws and
      regulations.

            


    

     

    Notwithstanding
the foregoing, FAST has no indemnity obligation under this section 10.2 arising
out of or relating to use or disclosure by NWL or its agents outside the United
States (including but not limited to: in India), or disclosure by NWL or its
agents in the United States to any person or entity not permitted access under
United States law, of materials provided by FAST.

     

    
      	
               
      

            	
              10.3.

            	
              The
      obligation to indemnify pursuant to this Section 10 is subject
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      indemnified party providing written notice of any such claim that is
      subject to this indemnification promptly upon such claim being made
      against it or its directors, officer, partners, managers, members and
      employees;

            


    

     


    
      
        
        

         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              The
      indemnifying party having full control over the defense and settlement of
      such claim, except that the indemnifying party shall not settle any such
      claim without the full release of all indemnified parties from all
      liabilities or the written consent of the indemnified party;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      indemnified party has the right to participate in the defense of any such
      claim with its own counsel at its own
expense.

            


    

     

    
      	
               
      

            	
              11.

            	
              LIABILITY.

            


    

     

    11.1        In
no event shall either party be liable for direct damages in an amount that
exceeds one million dollars ($1,000,000.00).  The
foregoing limitation in this Section 11.1 shall not apply to (i) a party’s
indemnity obligations under section 10 of this Agreement, (ii) damages arising
from any breach of the Non-Disclosure Agreement by FAST relating to Personal
Data,  or (iii) a party’s willful or intentional
misconduct

     

    11.2        In
no event shall either party be liable for any consequential, incidental,
indirect, punitive or special damages (including , but not limited to business
interruption, lost business, lost profits or lost savings) in connection with
this Agreement, even if such party has been advised of the likelihood of such
damages. The foregoing limitations in this Section 11.2 shall not apply to a
party’s indemnity obligations under section 10 of this Agreement, any liability
arising from a breach of the Non-Disclosure Agreement by FAST relating to
Personal Data, or any liability arising from a party’s willful or intentional
misconduct.

     

    11.3        Each
party has a duty to mitigate the damages and Losses that would otherwise be
recoverable from the other party pursuant to this Agreement (including under any
indemnity) by taking appropriate and commercially reasonable actions to reduce
or limit the amount of such damages or amounts.

     

    
      	
               
      

            	
              12.

            	
              TERM/TERMINATION.
      This Agreement shall commence as of the Effective Date and, unless
      terminated as provided herein, shall remain in full force and
      effect.  Either party may terminate this Agreement for
      convenience at any time upon thirty (30) days prior written
      notice to the other party, but such termination shall not affect any
      pending SOW, and this Agreement shall remain in effect with respect to
      each such pending SOW until such pending SOW is itself terminated or
      performance of that particular SOW is completed in accordance with its
      terms.  Any provision of this Agreement that expressly or by
      implication is intended to continue in force shall survive termination of
      this Agreement, including but not limited to Sections 7, 8, 9, 10, 11, 14,
      15, 16, 17, 18, 19 and 21.

            


    

     

    
      	
               
      

            	
              13.

            	
              ESCALATION
      AND RESOLUTION OF DISPUTES. Unless otherwise stated in a SOW or
      this Agreement, the following provisions, shall govern escalation and
      resolution of any disputes between the
parties:

            


    

     

    
      	
               
      

            	
              13.1

            	
              The
      parties shall first attempt to resolve any disputes
      informally.  If the parties are unable to resolve the dispute
      informally, either party may invoke the dispute resolution process of this
      section 13 by providing written notice to the other party.  The
      written notice shall include a specific description of the dispute, the
      last proposed resolution and an explanation why the last proposed
      resolution is unsatisfactory.

            


    

     

    
      	
               
      

            	
              13.2

            	
              Dispute Resolution –
      Phase 1.  Each party shall designate at least one person
      (a “Dispute Manager”) with the authority and responsibility to resolve
      disputes with the other party pursuant to the dispute resolution process
      of this section 13.  When notice of a dispute under this section
      13 has been provided, the NWL Dispute Manager and the FAST Dispute Manager
      shall meet face-to-face and attempt to resolve the dispute.  The
      face-to-face meeting shall occur within five (5) business days of the date
      of delivery of the notice of dispute.  If the Dispute Managers
      are able to resolve the dispute within five (5) business days, they shall
      provide a written record of the
resolution.

            


    

     


    
      
        
        

         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              13.3

            	
              Dispute Resolution –
      Phase 2.  If the Dispute Managers are unable to resolve
      the dispute within such five (5) business day period, they shall provide a
      joint written statement of the problem (or if they cannot agree to a joint
      written statement, then individual statements) to the NWL Project Head and
      the FAST Project Head, within three (3) business days of such dispute not
      being resolved pursuant to Section 13.2. The FAST Project Head shall be
      Mike Roe; and the National Western Project Head shall be Michael P.
      Hydanus (or the Chief Administrative Officer) for NWL.  The
      joint written statement (or individual written statements) shall be
      prepared jointly or severally, as the case may be, by the Dispute Managers
      for NWL and FAST and shall describe the dispute and provide a brief
      explanation by each Dispute Manager why they were unable to resolve the
      dispute.   Within ten (10) business days after receipt of
      the joint written statement, the NWL Project Head and the FAST Project
      Head, shall meet face-to-face to attempt to resolve the
      dispute.  A written record shall be provided of any resolution
      of the dispute.

            


    

     

    
      	
               
      

            	
              13.4

            	
              Dispute Resolution –
      Phase 3.   For any dispute that is not resolved in
      Phase 2 of the Dispute Resolution process of this section 13, either party
      can demand that the dispute be submitted to non-binding mediation in
      Austin, Texas by providing written notice of such demand to the other
      party within  five (5) business days after the face-to-face
      meeting of the Project Heads.  Neither party will initiate any
      lawsuit or other legal action relating to or arising out the dispute prior
      to six (6) business days following the face-to-face meeting between the
      Project Heads.

            


    

     

    
      	
               
      

            	
              13.4.1

            	
              Optional
      Non-Binding Mediation.  If the monetary value of the dispute is
      less than $10,000, a party can decline to participate in non-binding
      mediation by providing prompt written notice to the other
      party.

            


    

     

    
      	
               
      

            	
              13.4.2

            	
              Mandatory
      Non-Binding Mediation.  The parties agree to work expeditiously
      together to identify mutually-agreeable mediators and dates within the
      mediation period for the nonbinding mediation.  The mediation
      period shall be on or before thirty (30) days after the demand for
      mediation.     Provided that the other party has
      provided dates within the mediation period when it is available to
      participate in non-binding mediation, neither party will initiate any
      lawsuit or other legal action relating to or arising out the dispute until
      after the conclusion of the non-binding
  mediation.

            


    

     

    
      	
               
      

            	
              14.

            	
              FORCE
      MAJEURE.   Neither party shall be liable for any
      failure or delay in the performance of its obligations under this
      Agreement to the extent such failure or delay is caused by any reason
      beyond its reasonable control, including but not limited to, elements of
      nature or acts of God, acts of war, terrorism, civil disorders,
      quarantines, disease, embargoes and other similar governmental action,
      (“Force Majeure Event”) provided that the party invoking this provision
      has exercised commercially reasonable efforts to avoid such failure or
      delay and takes commercially reasonable steps to mitigate such failure or
      delay. Any party so delayed in its performance will immediately notify the
      other and describe in detail the circumstances causing such delay and as
      soon as the cause of delay is removed, such party shall proceed diligently
      with its performance. The party whose performance is affected by a Force
      Majeure Event shall have the time for performance of the affected
      obligation hereunder extended by the time of the delay caused by the Force
      Majeure Event.  Notwithstanding the foregoing, a Force Majeure
      Event will not excuse FAST’s performance to the extent that compliance
      with disaster recovery or business continuity policies and procedures that
      are expressly specified in the SOW (if any) would have mitigated such
      failure or delay.  Neither party shall be excused from those
      obligations not directly affected by a Force Majeure
      Event.  Notwithstanding anything to the contrary in this
      Agreement, if the delay or interruption of performance resulting from a
      Force Majeure Event exceeds thirty (30) days, then the party receiving the
      delayed performance may terminate this Agreement upon notice to the other
      party.

            


    

     


    
      
        
        

         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              15.

            	
              ASSIGNMENT.  This
      is a personal services agreement.  Except (i) in connection with
      a merger, acquisition or sale of substantially all of a parties’ assets,
      and (ii) for any transferable licenses or assignments described in section
      8, neither party may assign or subcontract its rights or obligations under
      this Agreement or any portion of the Services without the prior written
      consent of the other party, which consent will not be unreasonably
      withheld or delayed.

            


    

     

    
      	
               
      

            	
              16.

            	
              ADVERTISING.  FAST
      may identify National Western as a client in its published customer
      list.  FAST will obtain National Western’s written permission
      before any other use of National Western’s name or use of National
      Western’s logo.

            


    

     

    
      	
               
      

            	
              17.

            	
              NON-SOLICITATION.  Except
      as otherwise agreed by the parties in writing, during the term of this
      Agreement and for a period of one (1) year after termination of this
      Agreement, neither party will knowingly solicit, hire, or otherwise retain
      as an employee or independent contractor, directly or indirectly, any
      employee or independent contractor, present or former, of the other
      party.

            


    

     

    
      	
               
      

            	
              18.

            	
              NEUTRAL
      CONSTRUCTION OF AMBIGUITIES.  The Parties agree that each
      provision of this Agreement has been negotiated at arms-length, that each
      party has had the opportunity to consult its own counsel regarding the
      Agreement, and that the contra proferentem
      principle of contract construction (“ambiguities are to be
      construed against the drafting party”) shall not apply to any ambiguities
      in this Agreement or any SOW under this
  Agreement.

            


    

     

    
      	
               
      

            	
              19.

            	
              APPLICABLE
      LAW AND JURISDICTION.  This Agreement shall be governed,
      construed, and interpreted under the laws of the State of Texas without
      giving effect to its conflict of laws provisions.  The state and
      federal courts sitting in Travis County, Texas shall have exclusive
      jurisdiction over any disputes arising out of or relating to this
      Agreement.  Each party hereby irrevocably waives its right to a
      jury trial.

            


    

     

    
      	
               
      

            	
              20.

            	
              MODIFICATIONS;
      ENTIRE AGREEMENT.   This Agreement and any exhibits
      or attachments attached hereto including, without limitation, any current
      and future Statements of Work, constitute the entire contract between the
      parties and supersede any and all other agreements or other terms and
      conditions purporting to govern the subject matter hereof.  No
      change, amendment, or modification of any provision of this Agreement
      shall be valid unless set forth in a written instrument signed by the duly
      authorized representatives of both parties.  This Agreement may
      be executed in counterparts, each of which shall be deemed an original and
      which together shall constitute one and the same
      document.  “Duly authorized representatives” of National Western
      include  the persons identified in Exhibit D-1 hereto, which
      list can be modified the same as any other provision of this
      Agreement.  “Duly authorized representatives” of FAST include
      the persons identified in Exhibit D-2 hereto, which list can be modified
      the same as any other provision of this
  Agreement.

            


    

     


    
      
        
        

         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              21.

            	
              NOTICES.  Any
      notices required by this Agreement shall be given in person by hand
      delivery, delivery by a nationally recognized overnight courier service or
      by certified mail postage pre-paid, return receipt requested, as to FAST,
      to the party receiving such communication at the address specified below,
      and as to National Western, to the applicable address and party set forth
      below, and in all cases shall be effective upon receipt or intentional
      rejection of receipt.  Either party may from time to time
      specify a different addressee or address upon giving written notice
      thereof to the other party.

            


    

     

    In
the case of National Western:

    Chief
Administrative Officer

    with
cc to the Sr. Vice President - Secretary

    National
Western Life Insurance Company

    850 East
Anderson Lane

    Austin,
TX 78752

    


    In
the case of FAST:

    Flexible
Architecture and Simplified Technology, Inc.,

    Tom
Famularo, Chief Executive Officer

    110
Fieldcrest Avenue - 5th Floor

    Edison,
New Jersey 08837

     

    
      	
              22.

            	
              INSURANCE.FAST
      shall maintain at its sole cost for itself and its employees, all
      insurance coverages as required by federal or state law, including
      worker’s compensation insurance. FAST agrees to maintain during the term
      of this Agreement the following insurance, with National Western
      identified as an additional insured of the
      policy:

            


    

     

    
      	
              22.1.

            	
              General
      Liability Insurance in an amount of  $2
  million;

            


    

     

    
      	
              22.2.

            	
              Statutory
      employee’s liability insurance, sometimes known as, Workers’ Compensation
      insurance, shall be provided as required by applicable law or
      regulation;

            


    

     

    
      	
              22.3.

            	
              Errors
      and Omissions (Professional Liability) insurance in an amount of $3
      million;

            


    

     

    
      	
              22.4.

            	
              Automobile
      liability coverage in an amount of $1
million.

            


    

     

    
      	
               
      

            	
              23.

            	
              ENFORCEABILITY. If
      any provision of this Agreement is determined by a court of competent
      jurisdiction to be invalid or unenforceable under any applicable statute
      or rule of law, it is to that extent deemed omitted, and all other
      remaining provisions of this Agreement shall remain in full force and
      effect.  Notwithstanding the foregoing, the parties shall
      renegotiate in good faith those invalid or unenforceable provisions to the
      extent possible so that they are valid and enforceable substitute
      provisions and reflect as closely as possible the intent of the original
      provisions of this
Agreement.

            


    

     

    
      	
               
      

            	
              24.

            	
              NO WAIVER.  The
      failure of either party to require or enforce the strict performance by
      the other party of any provision of this Agreement or to exercise any
      right under this Agreement shall not be construed as a waiver or
      relinquishment to any extent of such party’s right to assert or rely upon
      any such provision or right in that or any other instance. No waiver of
      any provision of this Agreement will be effective unless it is in writing
      and signed by the party against which it is sought to be
      enforced.

            


    

     

    
      	
               
      

            	
              25.

            	
              NO THIRD PARTY
      BENEFICIARIES.Except
      as expressly stated otherwise in a SOW or in connection with Sections 8
      and 9 of this Agreement, nothing in this Agreement will confer upon any
      person, other than the parties to this Agreement, any rights, remedies,
      obligations or liabilities whatsoever, and no third party
      shall  be deemed a third party beneficiary of this
      Agreement.

            


    

     


    
      
        
        

         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              26.

            	
              COMPLIANCE
      WITH LAWS. National
      Western will retain responsibility for its compliance with all applicable
      federal, state and local laws and regulations relating to the operation of
      its business and to its use of the Services and the
      Deliverables.  FAST will be responsible for compliance with all
      laws applicable to the operation of its business and its own performance
      of the Services or preparation of the Deliverables. In no event will a
      party be required to monitor or advise the other party regarding such
      other party’s compliance with laws or regulations relating to the
      operation of its own business. Each party will comply with U.S. export
      control and sanctions laws with respect to the export or re-export of
      U.S.-origin goods, software and technical data, or the direct product
      thereof, and each party agrees to abide by all such regulations in respect
      of all information supplied by or on behalf of the other party. Prior to
      providing the other party with any goods, software or technical data
      subject to export controls, a party will provide written notice to the
      other party specifying the nature of the controls and any relevant export
      control classification numbers.

            


    

     

    


     

    Agreed
and Accepted by a duly authorized officer:

     

    


    
      	
              FAST:

            	 
      	
              National
      Western Life Insurance Company:

            
	 
      	 
      	 
      
	
              Signature:  /S/
      John S. Gorman

            	 
      	
              Signature:  /S/
      Michael P. Hydanus

            
	 
      	 
      	 
      
	
              Printed
      Name:  John S. Gorman

            	 
      	
              Printed
      Name:  Michael P. Hydanus

            
	 
      	 
      	 
      
	
              Title:  VP and
      Chief Operating Officer

            	 
      	
              Title:  SVP –
      CAO

            
	 
      	 
      	 
      
	
              Date:  March
      30, 2010

            	 
      	
              Date:  March
      30, 2010

            
	 
      	 
      	 
      


    

    


     

    


     

    



    
      
        
           

        

         


      

      
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