Exhibit 10.25


 


Execution Version


 


Insurance and Related Services Agreement


 


	Parties:	HKT Financial Services (IA) Limited
	 	(Service Provider)
	 	 
	 	FWD Life Insurance Company (Bermuda) Limited
	 	( Service Recipient)
	 	 
	Date:	24 December  2020


 






    
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Execution Version


 


CONTENTS


 


	1.	Definitions & Interpretation:	3
	 	 	 
	2.	Conditional Agreement:	5
	 	 	 
	3.	Term:	5
	 	 	 
	4.	Supply of Services:	5
	 	 	 
	5.	Annual Cap:	5
	 	 	 
	6.	Service Fees:	6
	 	 	 
	7.	Modification:	6
	 	 	 
	8.	Taxes:	6
	 	 	 
	9.	Records:	6
	 	 	 
	10.	Limitation of Liability:	7
	 	 	 
	11.	Termination and Expiry:	7
	 	 	 
	12.	Compliance with Laws:	8
	 	 	 
	13.	Costs:	8
	 	 	 
	14. 	Intellectual Property Rights:	8
	 	 	 
	15.	Confidential Information:	8
	 	 	 
	16. 	Personal Data Privacy:	8
	 	 	 
	17. 	Warranties & Exclusions:	8
	 	 	 
	18. 	Sub-contracting:	9
	 	 	 
	19. 	Assignment:	9
	 	 	 
	20.	Force Majeure:	9
	 	 	 
	21. 	General Provisions:	9



 


	Schedule 1 (Contract Details)	13
	 	 
	Schedule 2 (Services)	14
	 	 
	Schedule 3 (Service Levels)	15
	 	 
	Schedule 4 (Service Fees)	16
	 	 
	Schedule 5 (Specific Agreements)	17



 






    
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Execution Version


 


Insurance and


 


Related Services Agreement


 


Date :             24 December 2020





 



 





THIS AGREEMENT ("Agreement") is made as
of the Effective Date between:


 


Parties:





 



 





		(1)	The person or company named or described in Item 1 of Schedule 1 and includes its
permitted assigns and transferees (the "Service Provider"); and



 


		(2)	The person or company named or described in Item 2 of Schedule 1 and includes its
permitted assigns and transferees (the "Service Recipient"),



 


(each a "Party" and collectively the "Parties")


 


Recitals:





 



 





The Service Provider has agreed to
supply or procure other SPG Companies to supply to the Service Recipient or other SRG Companies the services and other deliverables as
more particularly described in and upon the terms and subject to the conditions of this Agreement.


 


IT IS AGREED as follows:


 


1.       Definitions
 & Interpretation:





 



 





		1.1	Definitions: The following definitions apply:



 


Agreement means this agreement
and the Schedule(s) including all subsequent amendments as may be mutually agreed between both Parties from time to time.


 


Annual Cap means in respect
of a Service Year, the maximum aggregate annual value of the services provided under this Agreement and other applicable agreement(s)
as set out in the announcements of PCCW Limited and HKT Limited pursuant to the Listing Rules.


 


Business Day means a day
other than a Saturday, Sunday or a public holiday in Hong Kong. Condition has the meaning given in Clause 2.


 


Deliverables means any and all goods, equipment,
fixtures, works and materials to be developed, prepared or supplied by the relevant SPG Company, its employees, agents or sub-contractors
in relation to the Services. Effective Date means the date of this Agreement.


 


Hong Kong means the Hong Kong
Special Administrative Region of the People’s Republic of China.


 


Intellectual Property Rights means
any patent right, design right, copyright, database right, trademark or trade name (whether or not registered), and any pending applications
relating to the foregoing, web site address, trade secrets, know-how, and all other intellectual property rights which may exist in any
part of the world.


 


Law means any law, ordinance,
regulation or code or any lawful declaration, decision, notification, determination, opinion, order, licence, licence condition or direction
made by any Regulatory Authority, and includes Privacy Laws.


 


License means a license issued
by a Regulatory Authority regulating the Services and/or business of the relevant SPG Company or the relevant SRG Company.


 


Listing Rules means the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.


 






    
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INSURANCE AND RELATED SERVICES AGREEMENT





 



 





Personal Data has the same meaning
as given in the Personal Data (Privacy) Ordinance (Cap. 486) of the laws of Hong Kong.


 


Privacy Law means any requirement,
obligation or duty contained in any Law or License applicable to or protecting the privacy of individuals and their personal information.


 


Regulatory Authority means a
government or a governmental, semi-governmental or judicial entity or authority in Hong Kong and includes a self-regulatory organisation
established under statute or a stock exchange (including The Stock Exchange of Hong Kong Limited) and any person, office, agency of department
having regulatory authority in Hong Kong in respect of the Services and/or business of the relevant SPG Company or the relevant SRG Company.


 


Regulatory Compliance means
compliance with the relevant requirements applicable to connected transactions under the Listing Rules.


 


Schedule means a schedule to this Agreement, as may
be modified from time to time.


 


Service Fees means the service
fees payable by the relevant SRG Company to the SPG Company under this Agreement and/or the Specific Agreements.


 


Service Levels means the detailed
performance standards and other requirements in respect of the supply of the Services set out in Schedule 3, as may be modified under
Clause 7.


 


Service Provider Group means
HKT Limited (a company incorporated in the Cayman Islands) and its direct and indirect Subsidiaries.


 


Service Recipient Group means
FWD Limited, FWD Group Limited and their respective direct and indirect Subsidiaries.


 


Service Year means a calendar year of the Term.


 


Services means the services
described in Schedule 2, as may be modified under Clause 7 and includes the Deliverables.


 


Specific Agreement means an
existing agreement entered into before the date of this Agreement or a future agreement to be entered into after the date of this Agreement
between the Parties or between a SPG Company and SRG Company in respect of the Services, including without limitation order forms or purchase
orders (which, for the avoidance of doubt, shall include without limitation those agreements listed in Schedule 5); and Specific Agreements
shall be construed accordingly.


 


SPG Company means a member of the Service Provider
Group.


 


SRG Company means a member of the Service Recipient
Group.


 


Subsidiaries, of a company,
shall mean its subsidiaries as defined under the Companies Ordinance (Cap. 622 of the laws of Hong Kong) or the Listing Rules, and other
companies considered by The Stock Exchange of Hong Kong Limited as its subsidiaries.


 


Term has the meaning given in Clause 3.


 


		1.2	Interpretation: Except in a Schedule, headings are for convenience only and do not affect interpretation.
The following rules apply unless the context requires otherwise:



 


		(a)	Words importing the singular include the plural and vice versa.



 


		(b)	A reference to a Clause, Schedule or attachment is a reference to a clause of, schedule or attachment
to, this Agreement.



 


		(c)	A reference to a law includes a constitutional provision, treaty, decree, convention, statute, regulation,
ordinance, by-law, judgment, rule of common law, civil law or equity, or a rule of an applicable stock exchange and is a reference to
that law as amended, consolidated or replaced.



 


		(d)	A reference to a document includes all amendments or supplements to that document, or replacement or novation
of it.



 


		(e)	HK dollars, dollars, HK$ or HKD is a reference to the lawful currency of Hong Kong.



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT





 



 





		(f)	A reference to the words "includes", "including" or "example" are references
without limitation.



 


		2.	Conditional Agreement: 






 


This Agreement and the obligations
of the Parties under this Agreement shall be subject to and conditional upon Regulatory Compliance in respect of this Agreement (the "Condition").
If the Condition is not fulfilled before 31 December 2020 (or such later date as the Parties may agree), this Agreement shall be of no
effect without the necessity for either Party giving any notice to that effect and there shall be no claim under or in connection with
this Agreement by either Party against the other.


 


		3.	Term:



 


Subject to Clause 2, the term of this
Agreement commences on the Effective Date and continues until 31 December 2022, unless earlier terminated in accordance with Clause 11
(the "Term").


 


		4.	Supply of Services:



 





		4.1	The Service Provider will supply or procure other SPG Companies to supply of the Services to the Service
Recipient or other SRG Companies with due care and skill in accordance with the provisions of this Agreement and/or the Specific Agreements
in compliance with Laws.



 


		4.2	The Service Provider agrees to provide the Services in accordance with the Service Levels.



 


		4.3	The Service Provider shall ensure that all of its personnel who provides the Services are properly trained
and competent, fully supervised at all times and possess suitable skills, knowledge and experience for the delivery of the Services. The
Service Provider shall also ensure that all of its personnel who provides the Services are appropriate screened in accordance with the
Service Provider’s policies and procedures and otherwise in accordance with good industry practice.



 


		4.4	Where any Service is provided by a SPG Company (other than the Service Provider) to a SRG Company (other
than the Service Recipient):



 


		(a)	the relevant invoice shall be issued by such SPG Company providing the Service to the relevant SRG Company
which shall pay for the Service;



 


		(b)	such SPG Company shall and the Service Provider shall procure such SPG Company to provide Services to
the SRG Company, and such SPG Company shall be entitled to enter into Specific Agreement(s) directly with the relevant SRG Company in
its own capacity for such Services;



 


		(c)	the applicable provisions of this Agreement shall apply, mutatis mutandis, to such Services provided by
such SPG Company to the relevant SRG Company under this Agreement;



 


		(d)	any breach of this Agreement by the relevant SRG Company shall be deemed to be the breach of this Agreement
by the Service Recipient; and



 


		(e)	any breach of this Agreement by the relevant SPG Company shall be deemed to be the breach of this Agreement
by the Service Provider.



 


		5.	Annual Cap:



 


		5.1	The Parties agree that aggregate annual value of the Services provided in each Service Year under the
Agreement and the Specific Agreements shall not result in the Annual Cap in respect of that Service Year being exceeded.



 


		5.2	In the event that the aggregate annual value of the Services provided in a Service Year results in the
Annual Cap being exceeded, such transactions and their aggregate annual value will be subject to Regulatory Compliance.



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT





 



 





		6.	Service Fees:



 


In consideration of the supply of the Services, the relevant
SRG Company receiving Services shall pay the Service Fees determined in accordance with Schedule 4 of this Agreement and the Specific
Agreements.


 


		7.	Modification:



 





		7.1	All modifications or amendments to this Agreement must be in writing and signed by both Parties and must
specify which Clauses and Schedules are intended to be amended.



 


		8.	Taxes:



 


		8.1	Unless otherwise provided for in a Specific Agreement, the relevant SRG Company shall pay any applicable
goods and services tax, value added tax, sales tax, business tax or any other similar taxes, duties or service fees on its payments to
the SPG Company in accordance with applicable Law. All other taxes, including any taxes that are imposed on the profits, income, property
or capital of a SRG Company or SPG Company or taxes imposed by reason of being incorporated in Hong Kong or the carrying on a business
in Hong Kong by the SRG Company or the SPG Company shall be paid by the SRG Company or the SPG Company respectively and shall not be passed
through to each other.



 


		8.2	If a SRG Company is required by Law to make a tax deduction or withholding (“Tax Deduction”)
from any payment to be made to the SPG Company under this Agreement, no additional payment will be made to the SPG Company and the relevant
SRG Company will make the Tax Deduction to the relevant taxing authority any payment requirement in connection with that Tax Deduction,
within the time allowed by relevant Law, from any amounts that are paid or payable to the SPG Company, including amounts that are paid
or payable after the initial obligation to withhold arises.



 


 


		8.3	Within ten (10) days of making either a Tax Deduction or any payment required in connection with that
Tax Deduction the relevant SRG Company shall provide the SPG Company with such receipts or certificates, evidencing the deduction and
payment of tax made to the relevant taxation authority under Clause 8.2.



 


		8.4	It is currently assumed that the relevant SPG Company and the SRG Company to be providing / receiving
the Services are both companies incorporated in Hong Kong. Where any part of the Services is provided by or received by a company incorporated
outside Hong Kong, the relevant SPG Company and the SRG Company shall further agree on any appropriate tax-related provisions that shall
be included in the Specific Agreements in respect of such part of the Services.



 


		9.	Records:



 


		9.1	Each Party shall keep and maintain accurate records relating to the Services performed and records detailing
the Services ordered by the relevant SRG Company and calculation of invoiced Service Fees.



 


		9.2	Each Party will upon reasonable request of the other Party, provide copies of such records to the other
Party as may be reasonably necessary to verify the performance of the Services and the calculation of the Service Fees, in accordance
with the provisions of this Agreement.



 


		9.3	Each Party agrees that it will fully co-operate with the other Party in respect of provision of information
as may be required by Law or any Regulatory Authority to which jurisdiction the other Party or its holding company is subject. Without
affecting the generality of the above and for the avoidance of doubt, so long as a Party's holding company remains listed on The Stock
Exchange of Hong Kong Limited, the other Party shall allow the auditors of the first-mentioned Party sufficient access to their records
for the purpose of reporting on the transactions contemplated under this Agreement or for the purpose of compliance with Listing Rules.



 






    
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	 	INSURANCE AND RELATED SERVICES AGREEMENT
	 	 
	10.	Limitation of Liability:
	 	 
	10.1	Nothing in this Agreement
    excludes or limits a Party's liability under or in connection with this Agreement in respect of death or personal injury caused by
    the Party's negligence. Nothing in this Clause 10 limits the relevant SRG Company’s obligation to pay the Service Fees.
	 	 
	11.	Termination and Expiry:


 


		11.1	Early Termination:



 


Either Party may terminate this Agreement
without cause by giving the other Party at least 6 months’ prior written notice.


 


		11.2	Termination on Default:



 


A Party may terminate this Agreement
with immediate effect by giving written notice to the other Party if:


 


		(a)	such other Party has breached a material term of this Agreement and has not remedied
such breach within fourteen (14) days of written notice from the terminating Party; or



 


		(b)	such other Party (i) has a receiver or an administrative receiver appointed or passes
a resolution for winding-up (other than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction) or a court of
competent jurisdiction shall make an order to that effect; (ii) becomes subject to an administrative order or enters into any voluntary
arrangement with its creditors; or (iii) ceases or threatens to cease to carry on business or analogous event in the jurisdiction in which
such other Party is incorporated; or



 


		(c)	the Service Provider or any SPG Company is prohibited from supplying all the Services
under any applicable law.



 


		11.3	Termination due to Force Majeure Event: 



 


A Party may by written notice to the
other Party, terminate this Agreement if a delay in the performance of a material obligation of either Party due to a Force Majeure Event
extends for more than 90 consecutive days.


 


		11.4	The expiry or termination of this Agreement shall not, by itself, affect the validity
and effectiveness of the Specific Agreements. Upon the expiration or termination of this Agreement, the respective SRG Company and the
SPG Company shall continue to perform their obligations under the Specific Agreements, provided that if such performance results or is
reasonably expected to result in any non-compliance with the Listing Rules by any SPG Company, the relevant SRG Company and the SPG Company
shall discuss in good faith for the necessary amendments to the Specific Agreements, failing which the relevant SPG Company shall be entitled
to terminate the relevant Specific Agreements by notice at any time.



 


		11.5	The expiration or termination of this Agreement shall:



 


		(a)	not operate as a waiver of any breach by a Party of any of its provisions;



 


		(b)	be without prejudice to any rights, liabilities or obligations which a Party has accrued
up to the date of expiration or termination; and



 


		(c)	not extinguish or otherwise affect the provisions of this Agreement which by their
nature survive such expiration or termination.



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT





 



 





		12.	Compliance with Laws:



 


Each Party agrees at its cost and
expense to obtain all necessary regulatory approvals applicable to its business, to obtain any necessary licenses or permits for its business
and to comply with all Laws, regulations, ordinances and codes applicable to such Party or its business.


 


		13.	Costs:



 


Except as otherwise provided in this Agreement, each Party
will bear its own costs in performing this Agreement.


 


		14.	Intellectual Property Rights:



 


Save as may be otherwise agreed in
writing from time to time under the Specific Agreements, the Intellectual Property Rights in respect of all data, documentation, reports
and all other information created, developed, written, derived from, subsisting in, used, provided or produced by a Party in the course
of or pursuant to this Agreement shall vest and remain vested in that Party solely.


 


		15.	Confidential Information:



 


		15.1	Each Party shall keep secret and confidential any and all written and/or oral information of any kind
relating to this Agreement (including the terms and existence of this Agreement) or the supply of Services whether obtained from the other
Party or otherwise before or after the execution of this Agreement.



 


		15.2	A receiving Party may only disclose the same to those of its employees or sub-contractors directly involved
with the Services, only to the extent necessary for each of them to perform their duties and only if such persons agree to keep the information
confidential.



 


		15.3	The foregoing obligations shall not apply, however, to any part of such information which:



 


		(a)	was already in the public domain or which becomes so through no fault of the receiving Party,



 


		(b)	was already known to the receiving Party prior to receipt of the information from the disclosing Party;



 


		(c)	was disclosed to the receiving Party by a third party owing no duty of confidentiality towards the disclosing
Party in respect of the information;



 


		(d)	is approved for release by prior written authorization by the disclosing Party; or



 


		(e)	is required to be disclosed by Law, pursuant to a judicial order or a request from a stock exchange on
which either of the Parties or its direct or indirect holding company is listed.



 


		15.4	Subject to the provisions in Clause 15.3, these obligations of confidentiality shall continue during the
Term and for two (2) years after the expiration or termination of this Agreement.



 


		16.	Personal Data Privacy:



 


Where supply of the Services involves the handling of Personal
Data, the Parties shall handle, collect, process and generate the Personal Data in accordance with the Privacy Law.


 


		17.	Warranties & Exclusions:



 


		17.1	Warranties:



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 


Each Party warrants and represents that:


 


		(a)	it has all requisite rights, licenses, power and authority to enter into and perform its obligations and
to grant the rights and licenses to the other Party, as set out in this Agreement; and



 


		(b)	its execution of and performance under this Agreement does not conflict with, cause or constitute a default
under any order, decree, judgment, agreement, arrangement, understanding or instrument to which it is, or will be, a party or is otherwise
bound or is otherwise applicable to it.



 


		17.2	Exclusions:



 


Except as expressly set forth in this
Clause 17 and except as otherwise required by Law, neither Party makes, and each Party specifically excludes, any warranties, express
or implied, under this Agreement, including any warranty of merchantability, fitness for a particular purpose, title and non-infringement,
and warranties implied from course of dealing or performance.


 


		18.	Sub-contracting: 



 


The Service Provider shall not sub-contract the whole or any part of the Services to any third party except with the prior written consent of the Service Recipient. In
the event the Service Provider sub-contracts the whole or any part of the Services pursuant to this clause 18the Service Provider shall
be fully responsible in all respects for the performance of the Services despite sub-contracting the performance of any part of the Services.
The contract between the Service Provider and the sub-contractor shall not purport to release the Service Provider from any of its obligations
under this Agreement.


 


		19.	Assignment:



 





		19.1	The Service Recipient shall not, except with the prior consent in writing of the Service Provider, assign,
novate or otherwise transfer the Service Recipient's rights, title, benefits, interest, duties, obligations and liabilities under this
Agreement to any SRG Company. Any such transferee shall also have the benefit of this Clause as if such transferee was named as the Service
Recipient in this Agreement.



 


		19.2	The Service Provider shall not, except with the prior consent in writing of the Service Recipient, assign,
novate or otherwise transfer the Service Provider's rights, title, benefits, interest, duties, obligations and liabilities under this
Agreement to any SPG Company. Any such transferee shall also have the benefit of this Clause as if such transferee was named as the Service
Provider in this Agreement.



 


		19.3	Upon receiving any notice from the Service Recipient under Clause 19.1 or the Service Provider under Clause
19.2, the Parties shall do all such acts and things and execute all such documents as shall be reasonably required by the relevant transferor
to effect such transfer.



 


		20.	Force Majeure:



 


		20.1	Neither Party will be responsible for any failure to perform its obligations under this Agreement (other
than the obligation to pay money) due to reasons beyond its reasonable control, such as acts of God, war, riot, embargoes, earthquake,
typhoons, inclement weather, epidemics, acts of civil or military authorities, service outages resulting from equipment and/or software
failure and/or telecommunications failures, power failures or network failures that are beyond its reasonable control (each a "Force
Majeure Event").



 


		20.2	If a Party's performance will be delayed by a Force Majeure Event, it will notify the other Party in writing
with an estimate of the date by which its performance will be resumed, and will diligently attempt to resume its performance.



 


		21.	General Provisions:



 


		21.1	Entire Agreement: This Agreement and the Specific Agreements together constitute the entire agreement
between the Parties with respect to its subject matter, and supersedes all prior agreements and understandings with respect to its subject
matter provided that, for the avoidance of doubt, this Clause shall not terminate or affect the validity or the terms of the Specific Agreement(s)
between the Parties (or between the SPG Company and the SRG Company) with respect to the same subject matter which were entered into before
the date of this Agreement. To the extent there is any conflict or inconsistency between the terms of this Agreement and the Specific
Agreements, the Specific Agreements shall prevail, save for clause 5.



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 


		21.2	Rights of third parties: Save for a SRG Company or a SPG Company, a person who is not a party to
this Agreement has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce any
term of, or enjoy any benefit under, this Agreement. No consent from the persons referred to in this clause is required for the Parties
to vary or rescind this Agreement.



 


		21.3	Governing Law: This Agreement will be governed by the laws of Hong Kong. All disputes in connection
with this Agreement will be subject to the non-exclusive jurisdiction of the courts of Hong Kong.



 


		21.4	Severability: If any provisions of this Agreement are found invalid by a tribunal of competent
jurisdiction, they are to that extent deemed omitted without affecting the validity of the remaining provisions.



 


		21.5	Survival: The Parties' rights and obligations, which, by their nature would continue beyond the
expiration or termination of this Agreement, or where the context so requires, shall survive any such expiration or termination of this
Agreement.



 


		21.6	Waiver: Neither waiver of any particular breach or default, nor any delay in exercising any rights,
will constitute a waiver of any subsequent breach or default.



 


		21.7	Consent and Approval: Whenever this Agreement requires a Party's consent or approval, it will not
be unreasonably withheld or delayed.



 


		21.8	Notices: Each notice, demand, consent or other communication given or made under this Agreement
shall be in writing and delivered or sent to the addresses or facsimile numbers set out in Schedule 1 and shall be deemed to have been
delivered (a) if sent by post, five (5) Business Days after the date of mailing thereof; (b) if delivered in person, when actually delivered
to the relevant address; and (c) if given or made by facsimile, upon receipt of a printed transmission report confirming receipt.



 


		21.9	Independent Contractors: The relationship of the Service Provider and the Service Recipient is
that of independent contractors. Nothing in this Agreement: (a) gives either Party the power to direct or control the day-to-day activities
of the other Party; (b) constitutes the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking,
or (c) except as expressly provided herein, permits a Party to create or assume any obligation on behalf of the other Party.



 


		21.10	Counterparts: This Agreement may be executed in counterparts, each of which will be deemed an original
and all of which together constitute one instrument.



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 


Execution:


 


Executed by the Parties as an agreement:


 


	Signed
    for and on behalf of HKT Financial Services (IA) Limited	 
	Signature:       [***]	 
	Name: [***]	 
	Title: [***]	 
	 	 
	Signed
    for and on behalf of FWD Life Insurance Company (Bermuda) Limited	 
	Signature:	 
	Name:	 
	Title:	 



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 


Execution:


 


Executed by the Parties as an agreement:


 


	Signed
    for and on behalf of HKT Financial Services (IA) Limited	 
	Signature:	 
	Name:	 
	Title: 	 
	 	 
	Signed
    for and on behalf of FWD Life Insurance Company (Bermuda) Limited	 
	Signature:       [***]	 
	Name: [***]	 
	Title: [***]	 



 







    
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INSURANCE AND RELATED SERVICES AGREEMENT


 



Schedule 1 (Contact Details)


 


		1.	Service Provider: 



 


HKT FINANCIAL SERVICES (IA) LIMITED,
a company incorporated in Hong Kong whose registered office is at 39th Floor, PCCW Tower, Taikoo Place, 979 King's Road, Quarry Bay, Hong
Kong


 


Address for Notice:


 


	 	HKT Financial Services (IA) Limited	 
	 	 	 
	 	Attention: [***]	 
	 	 	 
	 	39th Floor, PCCW Tower,	 
	 	 	 
	 	Taikoo Place, 979 King's Road,	 
	 	 	 
	 	Quarry Bay, Hong Kong Facsimile	 
	 	 	 
	 	Number: [***]	 




 


		2.	Service Recipient: 



 


FWD LIFE INSURANCE COMPANY (BERMUDA) LIMITED, a company
incorporated in Bermuda whose registered office is at Victoria Place, 5th Floor, 31 Victoria Street, Hamilton, HM 10, Bermuda with principle
business address in Hong Kong at 28/F, FWD Financial Center, 308 Des Voeux Road Central, Hong Kong Address for Notice:


 


	 	FWD Life Insurance Company (Bermuda) Limited	 
	 	 	 
	 	Attention: [***]	 
	 	 	 
	 	36/F Hopewell Centre,	 
	 	 	 
	 	183 Queen’s Road East, Wan Chai, Hong Kong 	 
	 	 	 
	 	Facsimile
    Number: [***]	 




 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 



Schedule 2 (Services)


 





		1.	Description of Services



 


		1.1	Provision of insurance agency services.

                                                                                 
	 
		1.2	Provision of reinsurance services.

                                                                                 
	 
		1.3	Provision of such other insurance and related services as may be agreed by the respective SPG Company and SRG Company in writing from time to time.

                                                                                 
	 



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 



Schedule 3 (Service Levels)


 





		1.	The Services shall be provided at such Service Levels to be
agreed in the Specific Agreements.



 






    
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INSURANCE AND RELATED SERVICES AGREEMENT


 



Schedule 4 (Service Fees)


 





		1.	Service Fees



 


	Service element:	Service Fees:
	1.1    	Life Insurance products and services:	Commission for each product or service to be determined with reference to the market rates charged by third party insurance agents for
similar product or service to be agreed by the respective SRG Company and SPG Company under the Specific Agreements
	1.2    	General Insurance products and	Commission for each product or service to be determined with reference to the market rates charged by third party insurance agents for
similar product or service to be agreed by the respective SRG Company and SPG Company under the Specific Agreements
	1.3	Reinsurance services:	Premium payable to the SPG Company to be agreed based on prevailing market rates of similar reinsurance service and the applicable actuarial
review of respective SRG Company and SPG Company under the Specific Agreements
	1.4	Other services:	To be agreed by the respective SRG Company and SPG Company under the Specific Agreements


 





		2.	Invoicing & Payment of Service Fees: 



 


		2.1	Unless otherwise provided for in a Specific Agreement, the Service Fees are payable within 30 days of
receipt of a valid invoice issued by the relevant SPG Company.



 


		2.2	The relevant SPG Company shall issue invoices directly to the relevant SRG Company which has received
the Services.



 






    
	Confidential	Page 16 of 17




     


    

 


INSURANCE AND RELATED SERVICES AGREEMENT


 


Schedule 5 (Specific Agreements)


 





		1.	Corporate Agent’s Agreement for Selling of Long-Term Insurance between FWD Life
Insurance Company (Bermuda) Limited and HKT Financial Services (IA) Limited dated 23 April 2018 as amended and supplemented from time
to time



 


		2.	Agreement of Telemarketing Campaign between FWD Life Insurance Company (Bermuda) Limited and HKT Financial
Services (IA) Limited dated 7 May 2020 as amended and supplemented from time to time



 


 






    
	Confidential	Page 17 of 17