Franchise Sales Agreement

THIS “Franchise Sales Agreement” is made at Karachi on the 14th day of August in the year 2016, by
and between:

JUBILEE LIFE INSURANCE COMPANY LIMITED, an insurance company, incorporated under the
laws of Pakistan and having its registered office at 26-D, 3rd Floor, Kashmir Plaza, Jinnah Avenue, Blue
Area, Islamabad, Pakistan (hereinafter referred to as “JLI”, which expression shall be deemed to mean
and include its successors-in-interest and permitted assigns) of the one part;

AND

Ikram Shahzad S/O Muhammad Aslam, having CNIC number 42201-2145174-5, resident of House
No. D-11, Railway Society, Malir Halt, Karachi (hereinafter referred to as “FRANCHISEE” which
expression shall be deemed to mean and include its successors-in-interest and permitted assigns) of the
other part.

(JLI and FRANCHISEE shall hereinafter be collectively referred to as “Parties” and each individually as
a “Party”).

WHEREAS, JLI, as a part of its business growth plan, intends to leverage advancement in technology and
communications to distribute Specified Insurance Products at retail level. In this regard, JLI wishes to
procure third party services for the sale and distribution of Specified Insurance Products at retail level
(the “Services”) and wishes to appoint FRANCHISEE as its insurance agent under the terms and
conditions of this Agreement.

WHEREAS, FRANCHISEE has represented that it has relevant life insurance industry experience and is
interested in providing the Services as an insurance agent of JLI under the terms and conditions of this
Agreement.

WHEREAS JLI and FRANCHISEE have agreed to formalize their mutual agreement as per the terms and
conditions set out herein below.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and obligations contained
herein, the Parties, intending to be legally bound, agree as follows:

1. Definitions

Unless the context requires otherwise, the terms used in this Agreement have the following
meanings assigned to them respectively:

“Agreement” means this “Franchise Sales Agreement”, (including Recitals and Schedules to the
Agreement) and amendments, modifications and supplements issued from time to time through
mutual written consent of the Parties as part of this Agreement and in accordance with these
provisions.

“Certification” means the process by which a Sub-agent is issued a certificate by JLI entitling
him to sell, solicit or procure Specified Insurance Products on behalf of JLI under this
Agreement.

“Clause” or “Clauses” means the terms and conditions of this Agreement.

“Commission” means the remuneration payable to FRANCHISEE at the rate specified in the
“Schedule B – Remuneration” attached hereto in respect of Specified Insurance Product procured
by the FRANCHISEE on behalf of the JLI.

“Confidential Information” means any information, data, document or know-how disclosed

before or after this Agreement (whether in writing, orally or by any other means and whether
 directly or indirectly) by one Party to the other, including without limitation, the disclosing
Party’s trade secrets, research, products, software, services, development, inventions, processes,
specifications, designs, drawings, diagrams, engineering, marketing, techniques, documentation,
customer information, pricing information, procedures, data and such information which is
specifically designated as confidential by either Party or is by its nature confidential;

“Intellectual Property Rights” means rights belonging to either Party and includes all
trademarks, copyrights, logos and designs, products, knowledge, experience, techniques,
information and the like to be used in detailing, marketing, procuring and selling of Specified
Insurance Products whether conveyed in oral or written form and includes any additions to or
modification thereto from time to time.

“Material Breach” means a failure by either Party to carry out with due care and skill any of its
obligations under this Agreement or under the relevant provisions of the Ordinance and the Rules.

“Ordinance” means the Insurance Ordinance - 2000 and all its rules.

“Policy” means the Specified Insurance Product purchased by the Policyholder as

evidenced by the Policy Document issued to him by the JLI.

“Policy Document” means the customary printed text and affiliated documentary material,
including policy schedule and copies of the proposal form evidencing the terms and conditions,
titled standard policy conditions, of the Policy issued and delivered by JLI to customers and
Policyholders of a Specified Insurance Product listed in “Schedule A – Specified Insurance
Product”.

“Policyholder” means the customers of the JLI who will have purchased Policy.

“Practical training” means and includes orientation, particularly in areas of insurance sales,
service and marketing, as per the relevant provisions of the Ordinance, the Rules and the
directives issued by Securities & Exchange Commission of Pakistan from time to time.

“Recitals and Schedules” mean all addenda, annexure, annotations, appendages, endorsements,
explanatory texts, or any other document issued in support of, relevance with and as part of this
Agreement.

“Rules” mean Insurance Rules-2017 and Takaful Rules-2012 issued by Securities and Exchange
Commission of Pakistan.

“Services” means insurance agency services by FRANCHISEE for the sale and distribution of
Specified Insurance Products at retail level as per the terms and conditions of this Agreement.

“Specified Insurance Product” means an insurance product of JLI, listed in the “Schedule A –
Specified Insurance Product” hereto attached, which has been made available by JLI for sale
through FRANCHISEE to customers / Policyholders as per terms and conditions of this
Agreement.

“Sub-agent” means employee of FRANCHISEE, merchant, retailor, distributor, supplier, trader,

provider, or any other person, called by whatever name, title or designation, engaged by and
acting under the control of FRANCHISEE for the purpose of Services and who is responsible for
selling, soliciting procuring or negotiating insurance business for JLI and has undergone the
required Practical Training, examination and Certification entitling him to sell, solicit, procure or
negotiate insurance business on behalf of JLI.

1.1. Interpretation
i. In this Agreement, the headings are for convenience only and have no legal effect and
shall not affect its interpretation.
ii. References to Clauses and Schedules are references to Clauses and Schedules of this
Agreement.
iii. Words importing gender include the other gender.
 iv. References to persons include bodies, corporate, firms and unincorporated associations.
v. References to all or any part of any statute or statutory instruments include any statutory
amendment, modification or re-enactment in force from time to time and references to
any statute include any statutory instrument or regulations made under it;
vi. The singular includes the plural and vice versa.
vii. The recitals to this Agreement shall form an integral part thereof.

2. Scope of Services

2.1 It is agreed that FRANCHISEE shall provide the Services to JLI in accordance with the
terms and conditions contained herein. The scope of the Services can be extended with
the written mutual consent of both Parties.

2.2 FRANCHISEE hereby warrants that:

a) it shall not act as an insurance agent for any other insurance company during the tenancy
of this Agreement, unless otherwise agreed in writing by the JLI.

b) there is no any other contract of insurance agency exists at the time of execution of this
Agreement between FRANCHISEE and other insurers except with insurers as mentioned
in the “Schedule C – List of other insurers.” The “Schedule C – List of other insurers”
may be modified and revised, through mutual written agreement, by the Parties as and
when needed.

2.3 It shall be the duty of the FRANCHISEE under this Agreement to:

a) sell, solicit and procure bona fide insurance business for the JLI exercising due
diligence and vigilance and to perform with reasonable skill all acts incidental
thereto;

b) ensure at all times that the best interests of prospects and Policyholders are fully
served;

c) work for the JLI with complete loyalty and with utmost integrity and in
accordance with the terms hereof as well as all reasonable instructions conveyed
by the JLI to FRANCHISEE in this regard from time to time.

2.4 In exercise of its duties under the preceding paragraph, FRANCHISEE shall:

a) conduct all its obligations, financial transactions and monetary dealings in

accordance with all relevant provisions of the Ordinance and the Rules
specifically clauses pertinent to “Market Conduct”.

b) disclose to the Policyholder or the customer the fact that FRANCHISEE is acting
as an insurance agent of the JLI as required under Section 100 of the Ordinance.

c) provide to the JLI prior to its appointment as an insurance agent, and thereafter at
intervals of not less than twelve (12) months, the “Statement and declaration
required of insurance agents” in the stipulated manner and as per the prescribed
format in terms of rule 36 of Insurance Rules – 2017.

d) maintain and keep at all times accurate books and records, including records of
all expenses incurred in connection with any business for or with the JLI.

e) maintain ‘Minimum qualifications for agents’ requirements under Section 97 of

the Ordinance and of the rules accordingly framed.

f) ensure that relevant Policyholders are fully aware of the ‘Contractual stipulations
for placing insurance with specific or named insurers’ as required under Section
86 subsection (1) of the Ordinance and that all business are transacted with
Policyholders in accordance with Section 86 and all its pertinent subsections as
delineated in the Ordinance.
g) collect and pay the insurance premium received from the customers who become
Policyholders, through a crossed cheque, pay order or electronic fund transfer in the name
of JLI as required under Section 99 of the Ordinance.

h) comply with all requirements, procedures, stipulations, conditions and criteria under
Sections 96, 97, 99, 100 and 101 of the Ordinance.

i) comply with all requirements, procedures, stipulations, conditions and criteria of the
Rules where relevant.

j) comply with the relevant provisions of rule 33 and rule 34 of the “Securities and
Exchange Commission (Insurance) Rules- 2017.”

2.5 Code of Conduct: FRANCHISEE shall abide by the code of conduct, specified
hereunder:

a) To ensure that the Sub-agents are properly trained as per the relevant provisions of the
Ordinance and possess sound knowledge of the Specified Insurance Products they would
market and have undergone the process of Certification and Practical Training.

b) To maintain minimum qualifications of Sub-agents engaged in selling, soliciting or

procuring insurance business from customers and in serving existing Policyholders, as
required under the Ordinance and the Rules.

c) To ensure that no prospect is coerced by the Sub-agent to buy a Specified Insurance

Product.

d) To not institute, prosecute, defend or maintain any legal proceeding on behalf of JLI.

e) To not hold itself out as a representative of JLI for any matter or for any purpose, other
than as specifically authorized through this Agreement.

2.6 It is agreed that Sub-agents and other personnel of FRANCHISEE involved in the
procurement, sales, marketing and distribution of Specified Insurance Products under this
Agreement shall not:

a) sell, solicit or procure insurance business without undergoing the process of

Certification and Practical Training;

b) mislead, deceive or entice any prospective Policyholder or customer into entering

or continuing or terminating a Policy for insurance issued by or to be issued by
the JLI;

c) transmit information or tender advice, including financial, except upon matters

related to Specified Insurance Products;

d) disclose to any person names and confidential particulars of a customer /

Policyholder and the Confidential Information which may come to the
knowledge of the Sub-agent by reason of this Agreement;

e) incur any liability whatsoever involving the JLI beyond the Policy Document;

f) give information to the customer / Policyholder which deviates from the

information provided by JLI with regard to a Specified Insurance Product or any
other insurance product of JLI;

g) induce or misguide the customer / Policyholder to submit wrong information in

the proposal form or documents submitted to JLI for issuance of the Policy;

h) behave in a discourteous manner with the customer / Policyholder;

 i) make any verbal or written agreement with any customer / Policyholder or any
other person on behalf of JLI.

2.7 In case the Sub-agent is ineligible or in any manner fails to meet the relevant
requirements and conditions as aforesaid, then that Sub-agent shall be refrained by
FRANCHISEE entirely from transacting any insurance business under this Agreement
and under any Specified Insurance Product and in case he continues to do so, JLI assumes
no liability or legal responsibility for his acts and omissions. It shall be incumbent upon
FRANCHISEE to immediately inform JLI about the reasons and circumstances of the
Sub-agent’s ineligibility or non-conformity to or non-compliance with, the relevant
provisions of the Ordinance and the Rules.

2.8 Any act or omission of the Sub-agent detrimental to the interests of the JLI shall be
considered a “Material Breach” on the part of the FRANCHISEE.

3. Term

This Agreement shall come into force from the Effective Date and shall continue to remain in
force for a period of one (1) year unless terminated by either Party in accordance with the terms
hereof. The Agreement may be renewed for further period by mutual written consent of the
Parties.

4. Logistics

4.1 Both Parties have agreed to the following logistics:

i. Specified Insurance Product: JLI will develop one or more Specified Insurance
Products, listed in “Schedule A – Specified Insurance Product”, for sale thereof through
FRANCHISEE. The “Schedule A – Specified Insurance Product” may be modified and
revised, through mutual written agreement, by the Parties from time to time.

ii. Procurement of distribution channel(s): FRANCHISEE will be responsible for sale of

Specified Insurance Products at retail/mass/group level through FRANCHISEE point of
sales terminals or otherwise using its internal or external resources;

iii. Sub-agents Training: JLI, in consultation with FRANCHISEE, will organize requisite
Practical Trainings and Certification, as per the requirements of Ordinance, for Sub-
agents in order to enable them to work effectively for JLI.

iv. Cash Collection, Management and Settlement: FRANCHISEE, in consultation with

JLI, will develop the cash collection and management mechanism.

4.2 The logistics, as mentioned above, can be amended with the written mutual consent of
both Parties.

5. Covenants

5.1. FRANCHISEE hereby covenants with JLI that it shall ensure that:

(i) all Services are provided:

(a) in an efficient and professional manner and with reasonable skill and care in
accordance with prudent industry practices; and

(b) in accordance with applicable laws of Pakistan.

(ii) it shall comply with all terms, conditions, covenants and undertakings provided
hereunder;

(iii) it will coordinate with and procure the guidance and assistance of JLI to plan, develop
and deliver the Services;

(iv) it will deploy reasonable resources and system for the provision of the Services;
 (v) it will establish a web based real time reporting system for monitoring and supervision of
the Services.

(vi) it will cooperate with JLI to address any issue identified during the term of this
Agreement;

(vii) it will identify Sub-agents for marketing and selling of Specified Insurance Products;

(viii) it will deploy best resources for the sale of Specified Insurance Products;

(ix) it will share the list of identified Sub-agents with JLI;

(x) it will assist JLI in training the appointed Sub-agents to market and sell Specified
Insurance Products;

(xi) it will constitute an adequate system of controls over the whole process of marketing,
distribution and selling of Specified Insurance Products, cash collection, cash handling,
cash deposit and reporting through the network of its appointed Sub-agents;

(xii) it will be wholly and full responsible for the compensation of Sub-agents at its own cost.

5.2 JLI covenants with FRANCHISEE that it shall ensure that:

(i) it will seek and acquire all regulatory and other requisite approvals with regard to marketing,
distribution and selling of Specified Insurance Products at retail level;

(ii) it will develop the Specified Insurance Products suitable to the target market.

(iii) it will be responsible with regard to completeness and accuracy of all information, requirements
and conditions included in the marketing material and “welcome jacket pack” to be shared with
the client buying the Specified Insurance Product(s);

(iv) it will be responsible to renew the Policy on expiry as per the terms and conditions of the said
Policy;

(v) it will ensure the availability of state of the art services to Policyholders which includes but not
limited to helpline, prompt claim processing and settling all disputes related to claims;

(vi) it will train the Sub-agents nominated by FRANCHISEE to develop better understanding of the
Specified Insurance Products;

(vii) it will support FRANCHISEE during the term of the Agreement in its activities to create the
Sub-agent’s network and monitoring the performance thereof.

(viii) it will extend its full support to FRANCHISEE in discharge of its responsibilities and
obligation under this Agreement in a smooth manner.

5.3 The Parties will nominate and notify to each other in writing a point of contact for co-ordination and
smooth implementation of this Agreement;

5.4 Exclusivity

a. Specified Insurance Product, its genesis, prototype, specification, design and attributes are all the
sole property of JLI over which JLI has absolute and complete intellectual rights.
b. Whereas JLI possesses the right to design and offer similar and same insurance products for
distribution through other business channels and ventures, no such right vests with
FRANCHISEE.

5.5 The Parties shall:

i. allow each other to closely interact and work with each other’s employees, advisors,
consultants, or other persons, as may be required;
 ii. be responsible for the reliability and propriety of the information within their respective
equipment and networks, including the secure transmission of the information;

iii. reasonably cooperate with each other in order to assist with each other’s compliance.

6. Remuneration

6.1 In consideration of FRANCHISEE performing the Services set out in this Agreement, JLI shall
compensate FRANCHISEE only as per “Schedule B – Remuneration”.

7. Insurance Commission Structure

JLI and FRANCHISEE will be introducing different Specified Insurance Products to cater different
target markets. The Commission for each Specified Insurance Product will be mutually decided by
FRANCHISEE and JLI at the time of development of the said Specified Insurance Product. The
features of each Specified Insurance Product along with Commission structure will be signed
separately by JLI and FRANCHISEE as per the formats given in “Schedule A – Specified Insurance
Product” and “Schedule B – Remuneration” respectively. Each Schedule signed under this
Agreement will form an integral part of this Agreement.

8. Taxes

8.1. Each Party shall be responsible for paying all its taxes, if any, imposed upon it by applicable
laws in connection with this Agreement.

8.2. Withholding taxes and other levies and charges as per the law of the Pakistan would be
deducted from gross amounts payable by JLI to FRANCHISEE.

9. Periodic Consultations / Supervision

The Parties recognize the significance of convening periodic mutual consultations to review the
planned, ongoing, implemented, and achieved activities under this Agreement, to evaluate the results
of such activities and to explore and discuss new challenges, opportunities and problems related to the
areas of cooperation. It is the understanding of the Parties that such consultations shall be conducted
periodically as and when required.

10. Notices

10.1 All notices, consents, requests, instructions, approvals and other communications
provided for herein shall be deemed validly given: (a) when presented personally; (b)
when sent by courier service, on the third business day following the date of delivery to
such courier service, or such later day as demonstrated by a bona fide receipt therefor; or
(c) when transmitted by facsimile, upon acknowledgment of receipt by the recipient.

10.2 Notices shall be addressed to the Party to whom the notice is given as follows, subject to
the subsequent designation of another address in a notice given in accordance with these
provisions:

If to JLI:
For the attention of:

Qazi Fawad Saleem

-------------------------------------------------
74/1-A, Lalazar, M.T Khan Road,
Karachi -74000, Pakistan
-------------------------------------------------
Fawad.Qazi@jubileelife.com
-------------------------------------------------
021-38134015
 -------------------------------------------------

If to FRANCHISEE:
For the attention of:

<<Contact Person Name of Franchisee>>

-------------------------------------------------
<<Postal Address>>
-------------------------------------------------
<<Email>>
-------------------------------------------------
<<Phone # >>
-------------------------------------------------

10.3 An authenticated list of the officers of both Parties who are from time to time authorized
to execute and deliver the Agreement and / or other related documents and writings
would be provided by the Parties to each other duly authenticated by a senior manager of
the Parties.

10.4 With the consent of the Parties, notices may be transmitted electronically to the email
addresses and by the method selected by the Parties.

11. Protection of Intellectual Property Rights

11.1. Under no circumstances shall either Party claim any interest, vested or otherwise, in the use of
the trade names, brand names, trademarks, trade dress, copyright and/or any other Intellectual
Property Rights that vest with the other Party.

11.2. Each Party further acknowledges that the trade marks, brand names, trade names, trade dress,
copyright and/or any other Intellectual Property Rights of the other Party shall remain the
exclusive property of that Party and agree not to challenge the proprietary rights of that Party
therein or their registration now or in future.
11.3. Neither Party shall use the other Party’s trade names, brand names, trademarks, trade dress,
copyright and/or any other Intellectual Property Rights without the consent of that other Party.

12. Relationship Between the Parties

12.1. Nothing in this Agreement shall create a partnership or establish a relationship or create any
relationship other than that which is explicitly agreed between the Parties hereto. The Parties are
independent contracting Parties.

13. Representations and Warranties

13.1. Each of the Parties covenant to the other that:

i. it shall use reasonable efforts to ensure timely and accurate supply of information for the
purpose of discharging its obligations under the Agreement;

ii. it shall use all reasonable care, skill and diligence and perform its obligations in
accordance with prudent industry practices;

iii. it shall comply with all applicable laws and operate in such manner as, to the best of its
knowledge, will not cause the other Party to be in breach of any applicable law;

iv. If at any time, it becomes aware that it is in breach of any representation or warranty it
shall promptly advise the other Party thereof and take appropriate steps to rectify the
breach.

13.2. Each of the Parties represents and warrants to the other that:

i. it is duly organised, validly existing and in good standing under applicable laws and
regulations and has full power and authority to conduct its business as presently
conducted;
 ii. this Agreement has been executed by its duly authorized representative(s);

iii. all corporate and regulatory permissions, consents and actions required to give effect to
this Agreement have been validly taken and are subsisting and will continue to subsist
through the term of this Agreement; and

iv. the execution and delivery of this Agreement does not violate any applicable law or
regulation, nor does it contravene any provision of any agreement or contract to which it
is a party or by which it may be bound.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the laws of
Pakistan and the courts of Karachi shall have jurisdiction in all matters related to this Agreement.

15. Dispute Resolution

15.1. With respect to any dispute, difference, claim, controversy and question, directly or
indirectly, among the Parties arising at any time under, out of, in connection with or in
relation to this Agreement or any term, condition or provision hereof, including without
limitation any of the same relating to the validity, interpretation, construction, performance
and enforcement of this Agreement, (“Dispute”), the Parties shall first endeavor to settle
such Disputes amicably. If a Dispute cannot be resolved amicably, the Dispute shall be
referred to arbitration of a sole arbitrator to be mutually appointed by the Parties hereto or in
case of failure to agree, to two arbitrators, one to be appointed by each Party and in case of
difference of opinion between them to an umpire appointed by the said two arbitrators before
entering on the reference.

15.2. The arbitration proceedings shall be conducted in accordance with the Arbitration Act 1940
or any amendment or re-enactment thereof and the rules made thereunder.

15.3. The decision of such arbitrator, arbitrators or umpire shall be final and binding on the Parties
hereto.

15.4. The venue of arbitration shall be Karachi.

15.5. Nothing in this Clause 15 shall affect any rights and obligations of the Parties which rights
and obligations are not the subject matter of pending arbitration proceedings.

16. Force Majeure

16.1. No Party shall be liable to other Party for any failure to fulfil its duties under this Agreement
if and to the extent that such failure results from any circumstances beyond the reasonable
control of that Party, which shall include (without prejudice to the generality of the
foregoing) any act of God, any act of war or civil or public disorder or any industrial action
(other than industrial action by employees of either Party), (a “Force Majeure Event”),
provided that the Party unable to fulfil its duties under this Agreement (the “Affected Party”)
shall:

16.1.1. give written notice to the other Party as soon as reasonably practicable upon
becoming aware of the Force Majeure Event, such notice to contain the following
information:

(i) the Force Majeure Event that has occurred;

(ii) the date from which the Force Majeure Event has prevented or hindered the
Affected Party in the performance of its duties under this Agreement;

(iii) the duties under this Agreement so affected; and

(iv) its best estimate of the date upon which it shall be able to resume performance
of the affected duties under this Agreement;

16.1.2. at all times, continue to take reasonable steps to resume performance of its obligations
under this Agreement; and

16.1.3. at all times, use reasonable endeavors to mitigate the consequences of the Force
Majeure Event.
17. Use of JLI’s Logo, Trademarks and Marketing Materials

17.1. Product brochures and marketing material including welcome jacket pack will be provided by
JLI to FRANCHISEE;

17.2. JLI authorizes FRANCHISEE to use its logo & trademarks to promote the sale of the
Specified Insurance Products subject to prior written consent of JLI.

17.3. The content and layout of all marketing and sales related materials used to solicit insurance
business shall be approved by JLI.

18. Nature of Agreement

18.1. This Agreement and the attached schedules contains the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all previous agreements and
understandings between the Parties with respect thereto,

18.2. Each provision of this Agreement is severable and distinct from the others. The invalidity,
illegality or unenforceability of any one or more provisions of this Agreement at any time shall
not in any way affect or impair the validity, legality and enforceability of the remaining
provisions thereof.

18.3. If any provision of this Agreement is held by any court or other competent authority to be void
or unenforceable in whole or part, this Agreement shall continue to be valid as to the other
provisions thereof.

18.4. This Agreement may be amended or modified only in a writing signed by the Parties.

19. No Waiver

Any failure or delay by either Party to enforce any provision of this Agreement or to exercise any
right under this Agreement will not be construed as a waiver of its rights.

20. Indemnity

20.1. Each Party shall maintain the highest professional code of conduct in its dealings.

20.2. Each Party, its respective employees, contractual staff etc. shall be responsible for any loss,
delay or inconvenience caused to the other Party by an act, omission or negligence with
respect to any Material Breach of its obligations under this Agreement and shall fully
indemnify the other Party for the same.

20.3. FRANCHISEE shall be liable and responsible for all acts and obligations that it undertakes
to perform under the terms of this Agreement ensuring that it is at all times compliant with
the law and is not in breach of any statutory or regulatory requirement.

20.4. FRANCHISEE will keep JLI, its respective employees, contractual staff etc. indemnified,
safe and secured against any loss, liability or claim arising due to noncompliance or Material
Breach thereof.

20.5. JLI shall be liable and responsible for all acts and obligations that it undertakes to perform
under the terms of this Agreement ensuring that it is compliant with the law and is not in
breach of any statutory or regulatory requirement.

20.6. JLI will keep FRANCHISEE, its respective employees, contractual staff etc. indemnified,
safe and secured against any loss, liability or claim arising due to noncompliance or material
breach on its part thereof.

21. Termination

21.1. Either Party shall be entitled forthwith to terminate this Agreement by written notice to the other
if:
i. the other Party commits a breach of any of the provisions of this Agreement and, in the
case of a breach capable of remedy, fails to remedy the same within thirty (30) days after
receipt of a written notice giving full particulars of the breach and requiring it to be
remedied;
 ii. an encumbrancer takes possession or a receiver is appointed over any of the property or
assets of that other Party;

iii. the other Party makes any voluntary arrangement with its creditors or becomes subject to
an administration order;

iv. the other Party goes into liquidation or is subject to insolvency proceedings; or

v. the other Party ceases, or threatens to cease, to carry on business;

vi. the other Party is unable, as a result of a Force Majeure Event, to perform a material
portion of its obligations under this Agreement for a period of not less than thirty (30)
consecutive calendar days or sixty (60) calendar days in any calendar year;

vii. Either Party is nationalized or in any other manner becomes controlled, either directly or
indirectly, by any government or any agency or officer thereof;

viii. Criminal or civil proceedings have been instituted against either Party by any government
agency, public prosecutor, courts of law, law enforcing authority or any legislative or
supervisory body.

ix. The insolvency or the bankruptcy of either Party;

21.2. The Parties may terminate this Agreement, at any time, without assigning any reason, by giving
to the other Party an advance written notice of termination of at least 30 days.

21.3. Termination or expiry of this Agreement shall not affect any rights or obligations which may
have accrued prior to termination or expiry. The obligations of each Party set out in Clauses
related to Intellectual Property Rights, this Termination Clauses, Confidentiality and Notices
shall continue in full force and effect notwithstanding termination or expiry of this Agreement.

21.4. Following termination or expiry of this Agreement for whatever reason:

21.4.1. The Parties shall immediately cease to use in any manner whatsoever the name, style,
logos and other marks of the other Party;

21.4.2. All advertising material and other unused stocks of promotional and customer material
and associated documents, cover notes, proposals and policy documents shall be destroyed
or handed over to JLI by FRANCHISEE;

21.4.3. FRANCHISEE will ensure that no further sale of any Specified Insurance Product by
FRANCHISEE and its Sub-agents occurs.

21.4.4. FRANCHISEE will not further be entitled to remuneration of any kind.

22. Assignment

22.1 In the event of a reorganization, merger or acquisition or related activity in which the
management or control of a Party (the “Affected Party”) to this Agreement, or its rights
under this Agreement is transferred to person(s) other than its existing management or
majority shareholders, then the other Party to this Agreement reserves the right to review
the terms of this Agreement. The Party retains the right to terminate this Agreement
immediately if management or control of the Affected Party vests in any of the
competitors, whether a direct or indirect competitor, of the other Party. However, all
rights accrued in favor of the customers prior to such termination shall continue.

22.2 No Party shall be entitled to, nor shall they purport to, assign, transfer, charge or
otherwise deal with all or any of its rights and / or obligations under this Agreement nor
grant, declare, create or dispose of any right or interest in it, in whole or in part, to any
third party without the prior written consent of the other Party.
23. Costs and Expenses

23.1 The Parties shall each be responsible for their own costs and expenses in fulfilling their
respective obligations under this Agreement, including without limitation, in respect of
travel, telephone, fax, and other disbursements incurred in connection with and work
performed under this Agreement.

23.2 Unless otherwise expressly provided in this Agreement, any documentation required to
be provided or furnished by the Parties to each other shall be provided free of cost.

24. Regulatory Compliance

Both Parties shall individually ensure, that, all activities, responsibilities and obligations required to
be performed by them under this Agreement are fully compliant with and meets all relevant
provisions and conditions of Ordinance, Rules, cyber laws, anti-money laundering laws and
regulations and all other pertinent laws of Pakistan and of all enactments and rules framed, or that
may be framed, through legislation or proclamation by any regulative, legislative or statutory body
that has or may have a direct or indirect bearing on conduct of business, as well in business dealings
between them, and / or in transactions and dealings with customers under this Agreement.

25. Confidentiality

(a) The Confidential Information and terms and conditions of this Agreement are absolutely
confidential between the Parties and shall not be disclosed to anyone else, except as shall
be necessary to effectuate its terms. Any disclosure in violation of this section shall be
deemed a Material Breach of this Agreement.

(b) The Parties hereby agree to take all necessary and proper security precautions to safeguard
every part of the Confidential Information to prevent it from being disclosed or otherwise
made available to any third party except as permitted by this Agreement or where mutually
agreed to in writing by the Parties.

(c) The recipient Party agrees that all Confidential Information shall be treated with utmost
confidentiality at the same degree of care, but no less than a reasonable degree of care, as
the recipient Party would exercise with its own Confidential Information to prevent its
unauthorized disclosure.

(d) Notwithstanding anything contained herein, the restriction on use and disclosure set out
above shall not apply to any Confidential Information which:

1. at the time of disclosure to the recipient Party is in public knowledge or

which subsequently becomes public knowledge other than by way of a
breach of the terms of this Agreement; or
2. was available to the recipient Party or becomes known to the recipient Party
prior to or subsequent to disclosure by the disclosing Party from sources
which to the recipient Party’s knowledge is under no obligation of
confidentiality to the disclosing Party, as evidenced by the records; or
3. was known by the recipient Party at the time of disclosure of the
information without any obligation of confidence, and that knowledge is
evidenced by reasonable proof; or
4. is independently developed by the recipient Party without access to the
Confidential Information, provided that such independent development is
evidenced by written records.

(e) If Confidential Information is required to be disclosed by the recipient Party by way of an

action, summons or order of a court of competent jurisdiction or of any requirement of
legal process, law or governmental order, the recipient Party will provide the disclosing
Party with prompt written notice so that disclosing Party may seek an appropriate
protective order or other remedy. The recipient Party will furnish only that portion of the
Confidential Information that it is legally required to furnish, and will exercise reasonable
efforts to obtain confidential treatment of the Confidential Information disclosed.

(f) All Confidential Information, together with any copies, including compilations, studies or
other documents prepared by the recipient Party constituting part of the Confidential
Information, thereof shall be returned by the recipient Party upon request or upon the
 termination or expiry of this Agreement. The recipient Party will promptly deliver to
disclosing Party all of the Confidential Information (and all copies thereof) obtained or
possessed by recipient Party. With respect to Confidential Information stored in electronic
form, the recipient Party shall delete all Confidential Information from its systems and
authorized representative of the recipient Party shall confirm in writing that all Confidential
Information has been deleted.

26. Training

a) JLI shall arrange, from time to time, Certification & Practical Training for Sub-agents of
FRANCHISEE involved in selling, procuring or soliciting insurance business or transacting
sales with customers / Policyholders or in the servicing of Specified Insurance Products.

b) It shall be the responsibility of JLI to ensure that the provisions of rule 34 of the “Securities
and Exchange Commission (Insurance) Rules- 2017” are complied with. However, it shall
be incumbent upon the Sub-agents and other personnel of FRANCHISEE to cooperate in
every aspect with the trainers of JLI to ensure that the objectives of Certification &
Practical Training are met.

c) “Schedule D – Training and Certification” contains the process flows, training duration
and other related details for implementation of Certification & Practical Training.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above
mentioned (Effective Date).

For and on behalf of For and on behalf of

Jubilee Life Insurance Company Limited FRANCHISEE

Signatures: Signatures:

Name: Name:

Designation: Designation:

WITNESSES:

Signature: ___________________ Signature: ___________________

Name: ______________________ Name: ______________________

CNIC No _____________________ CNIC No.____________________

Address: _____________________ Address: _____________________

_____________________________ _____________________________
 Schedule A – Specified Insurance Product

Following Specified Insurance Products are available for sale to customers and Policyholders through
FRANCHISEE:

1. Wealth Smart Takaful Plan of Franchise Model

2. Five Pay Takaful Plan of Franchise Model
3.
4.
5.
 Schedule B – Remuneration

FRANCHISEE will be entitled to Commission in respect of entitled products as follows:

1. FRANCHISEE will be entitled to receive insurance Commission on per Policy basis.

2. Recognition of insurance Commission:

i. FRANCHISEE will earn the insurance Commission after 15 days of the Policy
issue date.
ii. Insurance Commission will be processed by 15th day of every month for the
Policies sold in previous month.
3. Reversal of insurance Commission: In case the Policyholder decided not to subscribe the insurance
Policy and is entitled to full refund of the insurance premium as per the terms and conditions of the
Policy evidenced by Policy Document, JLI will immediately ensure the repayment of the insurance
premium to the said Policyholder on return of Policy Document. Whole Commission will be clawed
back from FRANCHISEE in respect of such Policies by JLI.

Note:
JLI shall pay Commission to FRANCHISEE on monthly basis. Withholding tax and other levies and charges
as per the law of the land would be deducted from gross amounts payable by JLI to FRANCHISEE.
 Schedule C – List of other insurers

Insert names of other insurers as per Clause 2.2(b) of the Agreement, if any, that do exist as principals of
Franchisee at the time of signing of this Agreement:

1.
2.
 Schedule D – Training and Certification

<Define the Training and Certification process here as per Clause 26 of the Agreement>