Exhibit 10.24


 


Execution Version


 


Insurance Services and
Products Agreement


 


	Parties:	 	FWD
    Life Insurance Company (Bermuda) Limited
	 	 	(Service Provider)
	 	 	 
	 	 	HKT Services
    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:	9
	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
Services and Products


 


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
SERVICES AND PRODUCTS 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
FWD Limited, FWD Group Limited and their respective and its direct and indirect Subsidiaries.


 


Service Recipient Group means
HKT Limited (a company incorporated in the Cayman Islands) and its 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
SERVICES AND PRODUCTS 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
SERVICES AND PRODUCTS 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
    SERVICES AND PRODUCTS 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 SRG 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
SERVICES AND PRODUCTS 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.


 






    
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INSURANCE SERVICES
AND PRODUCTS AGREEMENT





 





		17.	Warranties &
                                            Exclusions:






 



 


		17.1	Warranties:



 






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 SERVICES
AND PRODUCTS 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
SERVICES AND PRODUCTS AGREEMENT


 





Execution:


 


Executed by the Parties as an agreement:


 


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



 





	Signed
    for and on behalf of HKT Services Limited	 
	Signature:
    		 
	Name:		 
	Title:		 





 







 






    
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INSURANCE
SERVICES AND PRODUCTS AGREEMENT


 





Execution:


 


Executed by the Parties as an agreement:


 





	Signed
    for and on behalf of FWD Life Insurance Company (Bermuda) Limited	 
	Signature:
    		 
	Name:		 
	Title:		 



 





	Signed
    for and on behalf of HKT Services Limited	 
	Signature:
    	[***]	 
	Name:	[***]	 
	Title:	[***]	 





 














    
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INSURANCE SERVICES
AND PRODUCTS AGREEMENT





 


Schedule 1 (Contact Details)


 





		1.	Service Provider: 



 


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: [***]






 


		2.	Service Recipient: 



 


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







 






    
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INSURANCE SERVICES
AND PRODUCTS AGREEMENT


 





Schedule 2 (Services)


 





		1.	Description of Services



 


		1.1	Provision of insurance services and
                                            products.



 


		1.2	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 SERVICES
AND PRODUCTS 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 SERVICES
AND PRODUCTS AGREEMENT





 


Schedule 4 (Service Fees)


 





		1.	Service Fees



 


	Service
    element:	Service
    Fees:
	1.1

    
	Life
    Insurance products and services:	To
    be determined with reference to the market rates 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 services:	To be determined with
    reference to the market rates for similar product or service to be agreed by the respective SRG Company and SPG Company under the
    Specific Agreements 
	1.3	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.



 






    
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INSURANCE SERVICES
AND PRODUCTS AGREEMENT


 





Schedule 5 (Specific Agreements)


 





		1.	Group Life Insurance Policy for PCCW
                                            Limited and its affiliated companies with the policy period from 1/1/2018 to 31/12/2020 (policy
                                            no. [***]).






 






    
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