Takaful Ikhlas - BMMB - Distribution Agreement (After Meeting With Coo) 18june2020

Draft | 18 May11 June 2020
Confidential
Dated [**]
Between
Takaful Ikhlas Family Berhad

(Company No: 593075-U)
and
!!br0ken!!Takaful Ikhlas General Berhad

(Company No: 12333870-A)
and
!!br0ken!! Bank Muamalat Malaysia Berhad

(Company No: 6175-W)
D ISTRIBUTION A GREEMENT
Confidential
Contents
Recitals..............................................................................................................................................1
1 Definitions and Interpretation.........................................................................................1
2 Strategic Takaful Partners.................................................................................................4
3 Duration...............................................................................................................................5
4 Remuneration......................................................................................................................6
4.1 Upfront Fee.............................................................................................................6
4.2 Takaful Operators’ Wakalah Fees........................................................................6
4.3 Distributor’s Wakalah Fees (Commission)..........................................................7
4.4 Performance Incentive...........................................................................................7
5 Obligations of the Takaful Operators.............................................................................8
6 Obligations of the Distributor.........................................................................................9
6.1 General Obligations...............................................................................................9
6.2 Business Share......................................................................................................10
6.3 Supply of Information.........................................................................................11
6.4 Submission of Documents and Prompt Payment.............................................11
7 Mutual Obligations..........................................................................................................11
7.1 Audit by the Authorities.....................................................................................11
7.2 Audit .....................................................................................................................12
7.3 Audit by the Authorities.....................................................................................12
8 Marketing Expenses.........................................................................................................12
9 Takaful Financial Advisors & Training........................................................................13
9.1 Takaful Financial Advisors.................................................................................13
9.2 Training, Licensing and Budget Assistance......................................................13
9.3 Takaful Financial Advisor Performance Measurement...................................14
9.4 Takaful Financial Advisor Remuneration.........................................................15
10 Reciprocal Business Opportunities...............................................................................16
11 Intellectual Property Rights............................................................................................17
12 Personal Data Protection.................................................................................................17
13 Underwriting Policy.........................................................................................................17
14 Indemnity...........................................................................................................................17
15 Representation and Warranties......................................................................................17
16 Termination.......................................................................................................................18
16.1 Termination Events..............................................................................................18
16.2 Termination by the Takaful Operators..............................................................19
16.3 Termination without Cause................................................................................19
16.4 Obligation by the Parties to Negotiate Before Termination............................19
16.5 Fulfilment Of the Distributor of Obligation......................................................19
17 Effect of Termination.......................................................................................................19
17.1 Rights and Liabilities...........................................................................................19
17.2 Contributions........................................................................................................19
17.3 Holding out...........................................................................................................20
17.4 Use of Intellectual Property Rights....................................................................20
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17.5 Return or Destruction of Documents.................................................................20
18 Shariah Compliance.........................................................................................................20
19 Service Level Requirements & HLSC...........................................................................21
19.1 Service Level Requirements................................................................................21
19.2 HLSC......................................................................................................................21
20 Confidentiality..................................................................................................................21
21 Miscellaneous..................................................................................................................22
21.1 Invalidity...............................................................................................................22
21.2 Whole Agreement................................................................................................22
21.3 Supersedes Prior Agreements.............................................................................22
21.4 Notices...................................................................................................................22
21.5 Governing Law.....................................................................................................23
21.6 Costs.......................................................................................................................23
21.7 Variation................................................................................................................23
21.8 Release, Indulgence and Waiver........................................................................24
21.9 No Partnership......................................................................................................24
21.910 Arbitration.............................................................................................................24
21.101 Counterparts.........................................................................................................24
21.112 Time.......................................................................................................................24
21.123 Successors and Assigns........................................................................................24
21.134 Force Majeure........................................................................................................24
Schedule 1.......................................................................................................................................26
Products..........................................................................................................................................26
Schedule 2.......................................................................................................................................27
Business Projection ......................................................................................................................27
Schedule 3.......................................................................................................................................28
Marketing Expenses Fund...........................................................................................................28
Schedule 4.......................................................................................................................................29
Terms and Conditions for Takaful Financial Advisors..........................................................29
Schedule 5.......................................................................................................................................32
Sample of Employment Contract...............................................................................................32
Schedule 6.......................................................................................................................................38
Members of the HLSC..................................................................................................................38
Execution........................................................................................................................................39
Distribution Agreement |
This Agreement is made on [**] between:

(1) TAKAFUL IKHLAS FAMILY BERHAD (Company No. 593075-U) a company
incorporated under the laws of Malaysia and having its business address at 9 th
Floor, IKHLAS Point, Tower 11A, Avenue 5, Bangsar South No.8 Jalan Kerinchi
(hereinafter referred to as "TIFB'');
and
(2) TAKAFUL IKHLAS GENERAL BERHAD (Company No. 12333870-A) a company
incorporated under the laws of Malaysia and having its business address at 9 th
Floor, IKHLAS Point, Tower 11A, Avenue 5, Bangsar South No.8 Jalan Kerinchi
(hereinafter referred to as "TIGB'');
and
(3) BANK MUAMALAT MALAYSIA BERHAD (Company No. 6175-W) a
company incorporated under the laws of Malaysia and having its business
registered address at [30th Floor, Menara Bumiputra, Jalan Melaka 50100 Kuala
Lumpur **] (hereinafter referred to as "Distributor''),
(TIFB and TIGB shall collectively be referred to as “Takaful Operators” and the Distributor
and Takaful Operators are each a “Party” and collectively, the “Parties”).
Recitals
1. The Takaful Operators are presently carrying on business as licensed takaful
operators under the Act and are authorised to provide the Products to the
Customers (defined below).
2. The Distributor is a licensed Islamic bank under the Act.
3. The Takaful Operators wish to appoint the Distributor to perform certain
distribution services subject to the terms and conditions of this Agreement and the
Distributor wishes to accept such appointment.
4. The BankDistributor hereby wishes to appoint tThe Takaful Operators as its
Strategic Takaful Partners in distributing allthe takaful Pproducts and the Takaful
Operators agree on the appointment based on the agreed terms and conditions
stated hereinof this Agreement.
It is agreed as follows:
1 Definitions and Interpretation

1.1 1.1 The following words and expressions shall have the assigned meaning save
where the context otherwise requires:
Act means the Islamic Financial Services Act 2013.
Agreement means this agreement and all the Schedules
annexed hereto and shall include any modifications
and amendments made from time to time.
Applicable Laws mean all applicable Malaysian statutes, statutory
instruments, orders, rules, regulations and codes of
practice in force from time to time, and in particular,
the requirements, rules, regulations, guidelines and
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codes of practice imposed by BNM.

Authorities means the BNM and/or the relevant authorities
having jurisdiction over the Parties.
Bancatakaful Business means the distribution and promotion of the
Products by the Distributor to the Customers
through its distribution networks and all matters
related thereto.
BNM means Bank Negara Malaysia, the Central Bank of
Malaysia established by the Central Bank of
Malaysia Act 1958 continuing in existence and
subject to the provisions of the Central Bank of
Malaysia Act 2009.
Business Day means a day not being a Saturday, Sunday or a
public holiday in Kuala Lumpur, Malaysia.
Business Projection means the targeted business projection for the
Bancatakaful Business as set out in Schedule 2.
Business Share means the percentage of contribution paid to the
Takaful Operators as compared to the overall
contribution paid to all takaful operators within the
Territory.
Confidential Information means any information received or obtained
(whether oral, electronic, in writing or in any other
form whatsoever) as a result of entering into this
Agreement (or any agreement entered into pursuant
to this Agreement) which relates to:
the provisions of this
Agreement and any agreement entered into
pursuant to this Agreement; or
(ii) the negotiations relating to this Agreement
(and such other agreements); or
(iii) the other Party’s business, financial or other
affairs (including Customer data, future
plans and targets, systems, processes and/or
methods of operation of the other Party),
whether or not such information is expressly stated
to be confidential or marked as such.
Commencement Date means [1 June 2020];
Contract Year mean each period of twelve (12) months during the
term of this Agreement, whereby the first Contract
Year shall commence from the Commencement Date
up to the date immediately preceding the
anniversary date thereof.
Contribution means the rate of contribution payable in gross
(without deduction or set-off) by a Customer to the
relevant Takaful Operators in the amounts, manner,
form and time periods as may be determined by the
Takaful Operators, in relation to the Products as
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consideration for the Cover under the Products that

are subscribed by the Customer.
Cover means the risk cover provided under the Product to
the Customer by the relevant Takaful Operators.
Customer(s) means the customer(s) of the Distributor.
Distribution Services means the promotion, marketing and distribution of
the Products to the Customers through the
marketing channels of the Distributor.
Distributor’s Wakalah means the wakalah fee payable to the Distributor
Fees from the Contribution received from the Customer
based on the rates as specified by the Takaful
Operators to the Distributor from time to time, the
initial agreed commission rates of which, for each of
the Products are set out in Schedule 1.
Force Majeure Event means the events as set out in Clause 21.134(b).
Intellectual Property mean all patents, rights to inventions, copyright and
Rights related rights, trademarks and trade names, domain
names, rights to goodwill or to sue for passing off,
rights in designs, database rights, rights in
confidential information (including know-how)
and any other intellectual property rights, in each
case whether registered or unregistered and
including all applications (or rights to apply) for,
and renewals or extensions of, such rights and all
similar or equivalent rights or forms of protection
which subsist or will subsist now or in the future in
any part of the world.
HLSC means the High Level Steering Committee which
will comprise of equal number of senior
management members from the Distributor and the
Takaful Operators as more particularly set out in
Schedule 56.
Islamic Wealth Advisor means persons employed by the Distributor for the
purpose of undertaking and supporting the
Distribution Services (i.e. the Islamic Wealth
Advisor will distribute the Takaful Operators
Products and any other product(s) distributed by
the Distributor such as but not limited to Unit Trust,
Muamalat GOLD-i, M-Jannah and Wasiat).
Marketing Material means any marketing materials used, produced,
issued, distributed or made available in relation to
the Products.
Products means all the Takaful products as may be offered by
the Takaful Operators and as may be agreed
between the Parties from time to time to fall under
the scope of this Agreement, which initially shall
comprise those Takaful products set out in
Schedule 1.
Strategic Takaful Partners shall have the meaning as set out in Clause 2.
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Regulator refers to regulators having control over the

Distributor, including but not limited to, Bank
Negara Malaysia, Securities Commission and other
relevant enforcement body.
Takaful Operators’ means the wakalah fee that may be retained by the
Wakalah Fees Takaful Operators from the Contribution received
from the Customer.
Takaful means persons employed or engaged from time to
SpecialistsTakaful time by the Distributor for the purpose of
Financial Advisors undertaking and supporting the Distribution
Services in respect of the Products only.
Territory means Malaysia.
1.2 In this Agreement, unless the context otherwise requires:

(a) words denoting the singular will include the plural and vice versa;
(b) reference to any Recital, Clause or Annexure is to a Recital, Clause or
Annexure (as the case may be) of or to this Agreement;
(c) headings and underlinings are for convenience only and do not affect the
interpretation of this Agreement and will be ignored in construing this
Agreement;
(d) the Recitals and Schedules to this Agreement form an integral part of this
Agreement and will be taken, read and construed as an integral part of this
Agreement;
(e) reference to a party to a document includes that party’s successors and
permitted assigns;
(f) reference to a law, regulation, order or guideline includes a reference to a
law, regulation, order or guideline as may from time to time be amended,
modified, varied, substituted or extended whether before or after the date of
this Agreement and must include all by-laws, instruments, orders, rules and
regulations made thereunder;
(g) any reference to a date or time is a reference to that date or time in Malaysia;
(h) where the day on or by which anything is on a day that is not a Business
Day, then that thing must be done on the next Business Day;
(i) the words “Ringgit Malaysia” or “ringgit” and the symbol “RM” must be
construed as the lawful currency of Malaysia;
(j) any reference to “writing” or cognate expressions includes a reference to
electronic mail, facsimile transmission or comparable means of
communications; and
(k) any agreement, notice, consent, approval, disclosure or communication
under or pursuant to this Agreement must be in writing.
2 Appointment and AuthorityStrategic Takaful Partners

2.1 The Takaful Operators hereby appoint and authorise the Distributor on a non-
exclusive basis to provide the Distribution Services and the Distributor hereby
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accepts such appointment and agrees to perform its obligations under this
Agreement with due skill, care and diligence and strictly in accordance with and
subject to the terms and conditions of this Agreement.
2.2 The Distributor hereby agrees with the Takaful Operators that the Distributor shall
act in the capacity as distributor of the Products only and shall not hold itself out, or
allow itself to be held out, suffer or permit any of its officers, employees or agents to
represent it as having any authority as a takaful operator.
2.1 The purpose of this Agreement is to define the terms and conditions governing the
Strategic Takaful Partners arrangement between the Parties, the scope of which is as
follows:
(a) The Takaful Operators hereby appoint and authorise the Distributor on a non-
exclusive basis to provide the Distribution Services and the Distributor hereby
accepts such appointment and agrees to perform its obligations under this
Agreement with due skill, care and diligence and strictly in accordance with
and subject to the terms and conditions of this Agreement.
(b) The Distributor hereby agrees with the Takaful Operators that the Distributor
shall act in the capacity as distributor of the Products only and shall not hold
itself out, or allow itself to be held out, suffer or permit any of its officers,
employees or agents to represent it as having any authority as a takaful
operator.
(c) The Distributor shall strive and use its reasonable endeavours in priotizing the
Distribution Services to its prospective Customers to ensure the Business
Projection is achieved UNLESS in the event that the Takaful Operators are
unable to provide the required Products to the Customers due to non-
availability of the Products, Customers’ preference or uncompetitive pricing or
features of the Products.
The Distributor hereby agrees to appoint the Takaful Operators as Strategic Takaful
Partners for a period of five (5) years (“Initial Term”) where the Distributor
agrees to distribute, market and promote takaful products developed by
Takaful Operators or jointly developed by Distributor and Takaful Operators
(as the case may be).
(d) The Distributor shall ensure that the Business Projection is achieved within the
Initial Term.
(e) The Distributor agrees that it shall not, at any time during the term of this
Agreement, enter into any other agreement (s) with any other takaful operator,
companies or organisations that is likely to have an adverse effect on any of the
businesses contemplated in this Agreement.
(f) Notwithstanding Clause 2.1(e), the Distributor may continue to maintain the
existing panel takaful operators to provide takaful products to the extent that
such panelship is required to be maintained pursuant to requirements by the
Authorities and guidelines to have more than one (1) takaful operator on the
panel of a financial institution, provided that the Distributor shall give the
Takaful Operators at least thirty (30) days prior written notice in the event that
the Distributor decides to include any takaful operators to or from the existing
panel of takaful operators or otherwise make any changes to the membership
of the said panel.
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(g) Any marketing expenses or marketing incentives payable to the Distributor

from its other panel of takaful operators shall not be equal or higher than the
marketing expenses or marketing incentives payable to the Distributor by the
Takaful Operators. For the avoidance of doubt, this shall only be applicable if
the same products are offered by the Takaful Operators.
(h) The Distributor shall offer the Products to the Customers first before offering
similar products from other takaful operators.
3 Duration
3.1 This Agreement shall come into effect on the Commencement Date and shall, subject
to earlier termination in accordance with its terms, continue in full force for the Initial
Terma period of five (5) years (“Initial Term”).
3.2 TIFB or/and TIGBThe Takaful Operators may, at its sole discretion, extend the
Initial Term for another period (“Extended Period”) in the event the Distributor fails
to achieve the Business Projection within the Initial Term.of which the The Extended
Period shall be agreed mutually in writing and it is subject to the existing terms or
new terms and conditions to be agreed by the Parties. The extension shall by way of
Six (6) months written notice to the Distributor upon the mutual agreement as
abovementioned.
4 Remuneration
4.1 Upfront Fee
4.1.1 The Parties agree that in consideration of the Distributor providing the
Distribution Services and appointing the Takaful Operators as its Strategic
Takaful Partners, the Takaful Operators will pay an upfront fee to the
Distributor in the amount of RM28,000,000 (“Upfront Fee”) in the following
proportions:
(a) TIFB to pay RM23,900,000; and
(b) TIGB to pay RM4,100,000.
4.1.2 The Upfront Fee will be paid by the Takaful Operators in one lump sum to the
Distributor upon the execution of this Agreement.within 360 days from the
date of the execution of thise Agreement.DA Signed.
4.1.3 In the event this Agreement is terminated by the Distributor without cause the
as stated under Clause 16.3pursuant to Clause 16 prior to the expiry of the
Initial Term, the Parties hereby agree that the Upfront Fee will be subject to
clawback and shall be calculated based on the following formula:
96 60 – t + 1
Clawback Amount = ------------- X Total Upfront Fee
9660
t = number of month in which the final day of this Agreement falls within, and is
measured in terms of the number of months that has elapsed since the Commencement
Date
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4.1.4 The payment of claw back as per the requirement of Clause 16.3 shall be considered
the full and final settlement between the parties. Either party shall therefore have
no claim to the other arising from this termination.
4.2 Takaful Operators’ Wakalah Fees

4.2.1 Subject to Applicable Laws:
(a) From the Contributions received, the Takaful Operators shall be entitled
to retain a portion thereof towards the Takaful Operators’ Wakalah Fees
for providing the services hereunder in respect of the Products in
accordance with the rates as may be communicated by the Takaful
Operators to the Distributor and/or the Customer from time to time.
(b) The Takaful Operators shall be at liberty to determine the rate of the
Takaful Operators’ Wakalah Fees as guided by BNM Guidelines such
aincluding s but not limited to Operating Cost Control for Life
Insurance and Family Takaful Business (commission limits for
Insurance / Takaful agents) and the fees so determined by the Takaful
Operators shall be accepted by the Distributor.
4.3 Distributor’s Wakalah Fees (Commission)

4.3.1 Subject to Applicable Laws, from the Contributions received, the Distributor
shall be entitled to a portion thereof towards the Distributor’s Wakalah Fees for
providing the Distribution Services in accordance with the rates as may be
communicated by the Takaful Operators to the Distributor and/or the
Customer from time to time.
4.3.2 The Distributor’s Wakalah Fees shall be calculated on a monthly basis from all
Contributions received by the Takaful Operators and paid over to the
Distributor as agreed in the service level agreement to be signed by the Parties
in accordance with Clause 19.
4.3.3 The Distributor’s Wakalah Fees shall be inclusive of all its expenses in relation
to its obligation hereunder including any fees or commissions to any third
party marketing agent without the Takaful Operators being liable nor obliged
to make any further payment to the Distributor for the marketing and
distribution of the Products hereunder.
4.3.4 The Parties hereby agree that all Contribution, Takaful Operators’ Wakalah
Fees and Distributor's Wakalah Fees shall at all times be subject to Applicable
Laws.
4.4 Performance Incentive

4.4.1 Subject to Applicable Laws and in the event the Distributor achieves the
Business Projection, the Distributor shall be entitled to any of the performance
incentive as follows:
Achievement of Business Performance
Projection Incentive (RM)
100% Business Projection 3,000,000
achievement in year 3
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4.4.2 Distributor must achieve the family and general business targets as specified
under the Business Projection in Schedule 2 for TIGB and TIFB, separately. For
the avoidance of doubt, the restriction shall apply as follows:
Five (5) years Family Takaful Business Projection
Product Type Business Projection (RM ‘000)

Single Contribution 397,000
(MRTT,GCTT, GTT)
Regular Contribution 121,622
(Advisory)
Total 518,622
Five (5) years General Takaful Business Projection
Product Type Business Projection (RM ‘000)

Non Motor 57,500
(Fire, Personal Accident)
Motor 25,000
Total 82,500
5 Obligations of the Takaful Operators

5.1 Subject to Applicable Laws and in consideration of the Distributor entering into this
Agreement, the Takaful Operators undertake and agree for the term of this
Agreement that it shall:
(a) subject to the Takaful Operators’ internal policies and processes, make
available the Products to the Customers in the Territory;
(b) subject to the Takaful Operators’ internal policies and processes, to support
Bankthe Distributor’s request for innovative new products (not less than 4 per
year per Takaful Operator; failing which the bank has a right to source in the
market;
(c) supply to the Distributor relevant information which in the Takaful Operators’
view may assist the Distributor in the Distribution Services;
(d) promptly and efficiently update the Distributor from time to time on any
changes in law, and/or Bank Negara Malaysia (BNM) Guideline and/or
Malaysian Takaful Associaion (MTA) applicable to the Distribution Services
and Products.
(e) promptly and efficiently deal with any complaints or after-promotion enquiries
relating to the Products that may arise and that are communicated or referred
to it by the Distributor;
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(f) promptly and efficiently deal with any claim made or filed or otherwise
generally arising or relating to the Products and that are communicated or
referred to the Takaful Operators;
(g) deliver to the Distributor, from time to time, the Marketing Material;
(h) provide information, consultation, advice and support to the Distributor
concerning training and provision of the Products; and
(i) take all reasonable measures to safeguard Customer data against any unlawful
and unauthorised processing of the data (including but not limited to identity
theft and any fraudulent activity) and against any unauthorised access, loss or
disclosure, modification, alteration or destruction of such data by any third
party;.
(j) be Rresponsible for the related costs for the licensing (for new and renewal) of
all Takaful SpecialistFinancial Advisors and the Distributor’s sales personnel
who will be involved in the promotion of Ttakaful Ikhlas Family and General
Takaful productsthe Products (the costs of which shall be deducted from the
training costs); and
(k) subject to the terms of this Agreement, pPromptly and efficiently manage
reconciliation of production, commission payment and allocation of marketing
expenses (Clause 8) to the Distributor.
5.2 Without limiting the foregoing, the Takaful Operators shall in consultation with the
Distributor at its own discretion, inter alia, determine any products or product type to
be distributed by the Distributor, by way of prior notice of thirty (30) days to the
Distributor, including but not limited to the following:
(i) any changes to the Product features and types;
(ii) any changes to the Product pricing; and/or
(iii) cessation of distribution, marketing or promotion of any Product
type, in the event that the distribution, sale, promotion or marketing of the
relevant Product type may result in any situation whereby the Takaful
Operators’ profitability (to be solely determined by Takaful Operator based
on “uruf” or market price) may be jeopardised including but not limited to
Applicable Laws, directives or any changes by the Authorities that may affect
pricing and/or any Product type specification and feature.
In such event referred under Clause 5.2 (a-c), the Takaful Operators shall notify the
Distributor in writing of their intention and specify the reason no less than 30 days
prior to such changes coming into effect.
6 Obligations of the Distributor

6.1 General Obligations
Subject to Applicable Laws and in consideration of the Takaful Operators entering
into this Agreement, the Distributor undertakes and agrees for the term of this
Agreement that it shall:
(a) provide the Distribution Services with professional standards and with due
skill and care;
(b) not use any advertising, promotional or marketing materials in relation to any
of the Products, except for the Marketing Material, and not make or give any
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promise, warranties, guarantees or representations concerning the Products

other than those approved by the Takaful Operators;
(c) not make any modifications to the Products or alter, remove or tamper with
any form of identification of the Products;
(d) comply with the Takaful Operators’ reasonable written instructions in relation
to any matter or act affecting or in respect of the Bancatakaful Business and/or
the Products which is not specifically provided for in this Agreement;
(e) comply with any regulations and guidelines issued by BNM from time to time
(as may be communicated by the Takaful Operators);
(f) ensure that the Takaful Specialists Takaful Financial Advisors and the
dedicated personnel assign by the Distributor to perform the Distribution
Services all of the sales personnel of the Distributor, to the extent required by
Applicable Laws, are in possession of valid and subsisting licenses, permits
and authorisations;
(g) ensure that all necessary declarations to be made by an actual or prospective
Customer and all other information or statements required by the Takaful
Operators are given in writing and in a complete manner;
(h) on request submit to the Takaful Operators details of all relevant systems,
procedures, training records, assessment processes or other documents and
information (as the case may be) relating to the performance of the
Distributor’s obligations under this Agreement subject to the Distributor’s
mManagement and relevant stakeholder approval; and
(i) take all reasonable measures to safeguard Customer data against any unlawful
and unauthorised processing of the data (including but not limited to identity
theft and any fraudulent activity) and against any unauthorised access, loss or
disclosure, modification, alteration or destruction of such data by any third
party;.
(j) ensure that all Customers and potential customers are accurately and
adequately informed of the product features, terms and conditions relating to
the Products concerned, and shall provide them with the official marketing
collateral (i.e. product disclosure sheet, sales illustration, brochure or materials)
made available by the Takaful Operators to the Distributor;
(k) shall render full co-operation to the Takaful Operators during training
session(s) in relation to the distribution and promotion of the Products. The
Distributor agrees to ensure that all of its staff shall be well-trained for the
purpose of promoting the Products and subject to all minimum Continuing
Profession Development (CPD) requirements, rules, restrictions and
regulations as may be applicable;
(l) shall ensure all its branches/outlets/centres, in the course of promoting and
marketing the Products, do not engage in any mis-selling activity or
misrepresentation to the Customers. The Distributor shall be responsible and
accountable for any acts or mis-seling and/or misrepresenting by the
branches/outlets/centres in promoting and marketing the Products; and
(m) shall not engage in any conduct or activities which maybe prejudicial or
detrimental to the Takaful Operators.
(n) to inform Takaful Operators for the Distributor’s annual business review
related to takaful Distribution Services and Products, if required. any changes
on Distributor’s Business Planning and Target (ie reducing of disbursement
target etc)
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6.2 Business Share

6.2.1 Subject to Applicable Laws, the Distributor further undertakes and agrees for the
term of this Agreement that it shall only:
(a) achieve the minimum percentage of not less than 90% Business Share from
overall Bancatakaful Business paid by the Distributor to all takaful providers
for each Contract Year; andaAllow and provide its Ccustomers the first right of
refusal if the cCustomers intend to participate in the takaful cover with the
other takaful operator(s). The abovementioned may be due to the event
thatresulting from the Takaful Operators isbeing unable to provide the takaful
coverage to the customers (by reasons of the non-availability of the products,
the customers preference or non-competitive pricing or features of the Takaful
Operators' products), subject to written notification to be provided to the TI by
; and
(b) permit the Takaful Operators to verify analyze the takaful Business Share data
on a quarterly basis (in this regard, the Distributor shall furnish the Takaful
Operators with a quarterly report of the entire Bancatakaful Business Share for
each quarter during each Contract Year and such report shall be submitted to
the Takaful Operators within thirty (30) days from the start of a new quarter of
each Contract Year). This analysis process shall only be restricted for the
strategic and analytic purpose in accordance with the terms stated in this
Agreement.
6.2.2 Notwithstanding Clause 6.2.1(a), the Customers preference or non-competitiveness

pricing or features applicable to the relevant Products offered by the Distributor,
shall be based on overall assessment and given due regard. The best price shall not
necessarily be the most competitive and carry more benefits all other criteria.
If the Customers opt for other products from other takaful operators, the Distributor
shall offer to the Customers based on different terms and conditions or offer in order
to differentiate between the existing panel takaful operators and Strategic Takaful
Partners.
6.2.2 Subject to Applicable Laws, in the event the Distributor fails to achieve the minimum
percentage of Business Share as stipulated in Clause 6.2.1(a), the Distributor shall be
required to compensate the Takaful Operators based on the following formula:
10% x ( x -y)
Where:
= 90% of the total actual Takaful Contribution to be paid to all the Distributor’s takaful providers (including
Takaful Operators) for the Contract Year
y = the total actual Takaful Contribution to be paid to the Takaful Operators for a Contract Year
6.2.3 The Parties hereby agree that any compensation payable by the Distributor to the
Takaful Operators under this Clause 6.2 shall not exceed the amount of RM5,600,000
for each Contract Year.
Page | 11
6.2.2 4 In the event the Takaful Operators are not able to provide suitable product(s) to
add to this Agreement in accordance to the Distributor’s requirement, which then
affects the ability of the Distributor to achieve the minimum percentage of Business
Share, the Takaful Operators may, in their absolute discretion, exempt or amend the
Business Share requirement as set out in this Clause 6.2.
6.3 Supply of Information

To the extent permissible under Applicable Laws, the Distributor will assist to:
(a) refer to the Takaful Operators any enquiries regarding any Products from any
current or prospective Customer, which are made from within the Territory;
(b) supply to the Takaful Operators information in its possession which may assist
the Takaful Operators to effect increased promotion of its Products;
(c) provide the Takaful Operators with access to and use of the Customer
database, which shall include such information as may be necessary for the
provision of post-takaful business as the Takaful Operators reasonably
consider necessary and procure all necessary consents required prior to
providing any personal data;
(d) promptlywithin 5 Business Days, inform the Takaful Operators of any matter
or circumstance which may prejudice the marketing of any one or more of the
Products; within 5 working days.
(e) promptly within 5 Business Days, inform the Takaful Operators of any
information relating to any infringement or possible or suspected infringement
of the intellectual and industrial property rights of the Takaful Operators; and
(f) within 5 Business Days, promptly refer any complaint received from the
Customer to the Takaful Operators together with any information or
documents which may assist the Takaful Operators in addressing the
complaint effectively and provide any assistance to the Takaful Operators as
may be required.
6.4 Submission of Documents and Prompt Payment

The Distributor shall promptly submit all forms and related documents received by
the Distributor and remit the Contribution received by the Distributor to the Takaful
Operators in accordance with terms of this Agreement and the service level
requirements as listed under Schedule 7.
6.5 Audit by the Takaful Operators

The Takaful Operators shall be entitled to undertake an audit of the Distributor in
connection with the carrying out by the Distributor of its obligations under this
Agreement at any time during the term of this Agreement and thereafter until all of
the Distributor’s rights, obligations and duties have come to an end under this
Agreement or under Applicable Laws, upon giving seven (7) Business Days’ written
notice to the Distributor. The Distributor shall promptly allow representatives of the
Takaful Operators access to any of its offices during business hours for these
purposes. The Distributor shall cooperate fully with any such audit and promptly
supply such information, data and records (whether stored electronically or
otherwise) of whatsoever nature as may be reasonably requested by the Takaful
Operators, which shall be entitled to make copies or take extracts of the same at its
own cost and expense.
Page | 12
6.6 Audit by the Distributor/Distributor’s Regulator
6.6.1 Takaful Operators shall maintain such records and books as are necessary to:
i. demonstrate Takaful Operators’ compliance with its obligations under this

Agreement (including the requirements and service levels); and
ii. verify the performance of the services in accordance with this Agreement (e.g.
adherence to the agreed service levels).
6.6.2 Takaful Operators agrees that the Distributor, its designees and the relevant
Regulator’s representatives, auditors and inspectors shall at all times with prior
written notice, have the right to inspect and audit documents, data, systems and
records relating to the Products and other matters as stated in this Agreement and
provided by Takaful Operators.
6.6.3 Notwithstanding anything contrary to this Agreement, Takaful Operators hereby

expressly acknowledges and agrees that the relevant Regulators shall, at any time
during the currency of this Agreement, have the right to independently assess,
regardless of the location, the project and the performance of the same by Takaful
Operators and any of its sub-contractors. Takaful Operators acknowledges that any
examination, inspection or right to audit herein will be made by prior notice only
where possible at the discretion of the Regulators but otherwise shall not be subject
to any notice requirements where it is conducted by the relevant Regulators.
6.6.4 Takaful Operators shall also make available to the Distributor all relevant internal
and external audits conducted by or for Takaful Operators pertaining to the
provision of the Products and other matters as stated in this Agreement to the
Distributor, provided that Takaful Operators is not required to provide financial
information or Takaful Operators' customer information subject to a confidentiality
obligation, arising from their internal and external audits, unless required by law.
6.6.5 Takaful Operators acknowledges that the Distributr’s right to audit pursuant to this
Clause shall also extend to Takaful Operators’ approved sub-contractors (if any)
who are involved in the fulfilment of Takaful Operators’ obligations and
responsibilities to the Distributor pursuant to this Agreement (if any), and Takaful
Operators shall ensure that all of its sub-contractors shall maintain all necessary
books and records in accordance with this Clause above and that all rights to
inspect, audit and access such books and records pursuant to this Clause are
granted by such approved sub-contractors to the Distributor, its authorised
designees and the Distributor’s relevant Regulator’s representatives, auditors and
inspectors.
7 Mutual Obligations
7.1 Audit by the Authorities
7.1.1 The Parties agree that each Party will use its best endeavour to ensure that the
interests of all Parties are not affected or jeopardised as a result of the Parties
carrying out the terms of this Agreement.
7.1.2 It is at all times agreed that the duty and responsibility for managing the claims
under the takaful certificates issued shall be that of the Takafulthe Takaful Operators
Page | 13
only and the decision of the Takaful Operators shall be final and conclusive and the
Distributor shall not in any way or at any time interfere with such decision.
7.1.3 Each of the Parties hereby agrees to comply with the Applicable Laws in relation to
the performance of their respective obligations under this Agreement as well as to
ensure that each of their employees, agents and representatives conduct themselves
in the same manner.
7.1.4 In the event the Authorities issue new directives, guidelines and/or regulations
which affect this Agreement, the Bancatakaful Business or the performance of the
Parties’ obligations hereunder, the Parties shall use their best endeavours to ensure
that this Agreement continues, subject always to compliance with such new
directives, guidelines and/or regulations issued by Authorities.
7.1.5 Each Party shall, during the term of this Agreement and for a period required by any
Authorities, maintain such records and files relating to this Agreement as may be
prescribed by the Applicable Laws.
7.2 Audit
7.2.1 Each of the Parties shall maintain such records and books as are necessary to
demonstrate compliance with its obligations under this Agreement (including the
requirements and service levels) and verify the performance of the services in
accordance with this Agreement (such as adherence to the agreed service levels).
7.2.2 Each of the Parties shall be entitled to undertake an audit of the other Parties in
connection with the carrying out of the obligations under this Agreement at any time
during the term of this Agreement and thereafter until all of the Parties’ rights,
obligations and duties have come to an end under this Agreement or under
Applicable Laws, upon giving seven (7) Business Days’ written notice to the other
Parties. Upon receipt of the written notice, the relevant Party shall promptly allow
representatives of the other Party access to any of its offices during business hours
for these purposes. The Parties shall cooperate fully with any such audit and
promptly supply such information, data and records (whether stored electronically
or otherwise) of whatsoever nature as may be reasonably requested by the Takaful
Operators or the Distributor (as the case may be), which shall be entitled to make
copies or take extracts of the same at its own cost and expense.
7.2.3 The Parties acknowledge that the right to audit pursuant to this Clause 7.2 shall also
extend to each of the Parties’ approved sub-contractors (if any) who are involved in
the fulfilment of its obligations and responsibilities pursuant to this Agreement and
each of the Parties shall ensure that all of its sub-contractors shall maintain the
necessary books and records in accordance with this Clause above and that all rights
to inspect, audit and access such books and records pursuant to this Clause are
granted by such approved sub-contractors to the other Parties and its
representatives.
7.3 Audit by the Authorities

7.3.1 Each of the Parties hereby expressly acknowledges and agrees that the Authorities
shall have, at any time during the term of this Agreement, the right to
independently assess the performance of the same by the Parties and any of its sub-
contractors. The Parties acknowledge that any examination, inspection or right to
audit by the Authorities may not be subject to any notice requirements.
Page | 14
8 Marketing Expenses
8.1 The Takaful Operators shall allocate a marketing expenses fund as set out in
Schedule 3 to fund the promotion and marketing activities under the Bancatakaful
Business.
8.2 The Takaful Operators shall pay the Distributor a monthly marketing allowance to
fund the promotion and marketing activities undertaken by the Distributor as part of
the Bancatakaful Business in accordance with the rates set out in Schedule 3 for each
Product. The remaining amount will be retained and managed by the Takaful
Operators for incentive campaigns, marketing collaterals and other related matters to
be agreed by the respective Parties.
8.3 The marketing expenses must be paid by the Takaful Operators to the Distributor
only (and not to any third party) and the fund must only be used for expenses
relating to the promotion of the Products in accordance with Applicable Laws.
9 Takaful SpecialistsTakaful Financial Advisors & Training

9.1 Takaful SpecialistsTakaful Financial Advisors
(a) The Distributor Parties hereby agree toshall appoint, train, license and employ
and ensure the proper licensing of Takaful SpecialistsTakaful Financial
Advisors for the promotion and distribution of the Products. The recruitment
of Takaful SpecialistsTakaful Financial Advisors shall be based on the profile
and requirements agreed by the Parties and based on the terms and conditions
as set out in Schedule 4. The Distributor Parties shall and to ensure that the
Takaful Financial Advisors to execute the sample contract as provided by the
Distributor under Schedule 5 and acknowledge and agree to their duties and
the terms and conditions as stated therein .
(b) The Takaful Operators shall finance reimburse the remuneration of up to 50
Takaful SpecialistsTakaful Financial Advisors employed by the Distributor
with a maximum cost of RM4,000 per month per Takaful Specialist or
RM1,800,000RM 1.8 million per year or RM 9,000,000 million for 5 years..
Subject to the provision by the Distributor to the Takaful Operators of written
evidence of the actual expenses incurred, the Takaful Operators shall, on a
monthly basis, reimburse the Distributor for the remuneration it pays to the
Takaful SpecialistsTakaful Financial Advisors provided that the Distributor
agrees that it shall be responsible for any and all liabilities, losses, demands,
damages, costs, claims, expenses (including legal expenses), fines, penalties and
interest arising out of in connection with the employment of such Takaful
SpecialistsTakaful Financial Advisors, save for the remuneration agreed by the
Parties in this Clause 9.1(b) in respect of such Takaful SpecialistsTakaful
Financial Advisors.
(c) Pursuant to the Takaful Operators obligation to reimburse the Takaful Financial
Advisors remuneration, the Parties hereby agree to share the Distributor’s
commission on equal portion of fifty percent (50%) between the Takaful
Operator and the Distributor for the distribution of the Products by the Takaful
Financial Advisors.
(dc) The Takaful SpecialistTakaful Financial Advisor shall only only distribute,
market and promote Products underwritten by the Takaful Operators.
Nonetheless, Takaful SpecialistTakaful Financial Advisor is also allowed to
refer customers interested in the BankDistributor’s product to other Bank sales
personnel of the Distributor.
Page | 15
9.2 Training, Licensing and Budget Assistance

(a) The Distributor shall be allowed to utilise the Takaful Operators’ IKHLAS
Academy facilities for training and development of the Takaful
SpecialistsTakaful Financial Advisors such as Licensing-Takaful Basic
Examination, Product knowledge and e-training.
(b) A training budget allocation of RM30,000 per Contract Year will be managed
by the Takaful Operators. The usage of the budget will be shared to the
distributor on a quarterly basis to enable the distributor to plan for trainings.
Unutilized budget from the current contract year shall be carried forward to
the next contract year.
(c) The Takaful Operators shall allocate to the Distributor the following number of
tablets strictly for use in the promotion of the Products:
i. 50 tablets for the Takaful SpecialistsTakaful Financial Advisors including for
the telephone line and data plan (as part of salary package); and
ii. 34 50 tablets for Islamic Wealth Advisor with .additional tablets furnished
according to new headcounts, subject to the approval of the HLSC and
depending on the performance of the Distributor.
(d) The tablets shall, at all times, remain the property of the Takaful Operators. In
the event of early termination, non-performance or any reasonable cause
informed and agreed by the HLSC, the Takaful Operators shall have the right
to demand from the Distributor the return of any or all the tablets.
(e) The Distributor shall bear all related costs for the damage, repairs, stolen or lost
of the tablets caused by the Takaful Financial Advisors and the Islamic Wealth
Advisor.
9.3 Takaful Financial Advisor Performance Measurement

(a) (a) Takaful Financial Advisor must achieve the minimum target of Annualised
First Year Contribution (AFYC) as per table below as part of their contract
requirement:
Takaful Minimum Sales Target KPI Sales Target
Financial Monthly Yearly Monthly
Yearly AFYC
Advisor Rank AFYC AFYC AFYC
Takaful 86,400129,60
7,20010,800 14,400 172,800
Specialist 0
Senior
Takaful 13,200 158,400 17,800 213,600
Specialist
Takaful
19,200 230,400 21,600 259,200
Advisor
Note:
 AFYC is based on Annualised Contribution for New Business Inforce Certificate (paid and
approved)
 The minimum sales target requirement is waived for up to the first three (3) months from
employment date to accommodate the time spent by the Takaful Financial Advisor on induction
courses and related trainings (“Compassionate Months”)
 Minimum Sales Target KPI Sales Target will need to be achieved by the Takaful Financial Advisor
in order to be entitled to performance incentive.
Takaful Financial Advisor must achieve the minimum yearly production as per table
below as part of their contract requirement;
Page | 16
1 Month Minimum Production 12 Months Minimum

N
based on Annualised First Year Production based on
o
Takaful Contribution (AFYC) AFYC
1 RM7,200 RM86,400
2 RM13,200 RM158,400
3 RM19,200 RM230,400
Note:
The minimum requirement is waived for up to any for (3) months within 1 financial year to accommodate
the time spent by TFA on induction courses and related trainings. (“Compassionate Months”)
(b) It is further agreed that with a valid justification, the Distributor shall make a
recommendation to the Takaful Operator on the extension for Takaful Financial
Advisor for a further period if the Takaful Financial Advisor failed to deliver
the minimum production numbersales target in subsequent month(s) after the
completion of the Compassionate Mmonths. Special approval for extension
may be granted to the Takaful Financial Advisor as mutually agreed by both
parties.;
(cb) The announcement of target of Takaful Financial Advisor shall be at the liberty
of the bankDistributor to manage the bankbased on productivity of the sales
person.
(d) The Takaful Operators reserve the right not to reimburse the remuneration cost
should the Takaful Financial Advisor fails to meet the minimum sales target
required upon completion of the Compassionate Months.
9.4 Takaful Financial Advisor Reumuneration

(a) The remuneration of the Takaful Financial Advisor will be in the form of
reimbursement basis whereprocessed by the Distributor will process the
payment to Takaful Financial Advisor via their the Distributor’s HRhuman
resource and the Distributor will be reimbursed fromby the Takaful Operator,
subject to Clause 9.1(b). The Distributor shall submit to the Takaful Operator
the claim form together with the breakdown charges and supporting
documents (if any) so as to enable the Takaful Operator Banca support to do
the necessary checkingverification and confirmation of the payment before
proceed with the payment request to Finance department.
(b) The incentive and rewardsremuneration for Takaful Financial Advisor are as
per below schedulefollows:
Takaful Senior Takaful

Elements Takaful Advisor
Specialist Specialist
Monthly Basic Salary RM1,800 RM2,500RM2,300 RM3,500RM2,500
Employer EPF +
Socso (13%+1.5%)* RM261 RM362.5RM334 RM507.5RM363
Fixed Allowance (FA)

-Travelling Car RM200 RM200 RM200
Subscription of RM 103.88 RM 103.88 RM103.88
Page | 17
phone line & data

plan**
Medical Benefit
Arrangement*** RM200 RM200 RM200
Total Remuneration RM3,366.88RM2,93 RM4,511.88RM3,16

RM2,564.88
7.88 6.88
15% from the Distributor’s commission subject to

achievement of monthly KPI target
(Example: TS sales generate RM1,000 fee income for the Bank.

TS performance incentive is 15% of RM1,000 = RM150. Bank
retains it RM1,000 fee income while the RM150 is deducted
from total manpower cost of RM1,800,000)
Performance
Incentive Note :
i. Performance incentive is paid for first year collected
contribution
ii. Performance incentive is subject to changes from time to
time subject to thirty (30) days prior notice to the
Distributor
iii. Cost for performance incentive is utilised from the cost
mentioned in Clause 9.1 (b)
Note:
*Employer’s EPF/Socso calculation is from Basic Salary.
**Cost of subscription of phone line and data plan is inclusive of 6%service tax and arranged by the
Takaful Operators.
*** Medical benefit & cost for Takaful Financial Advisor only
Medical Benefit Benefit Cost per Month/ Pax

Death & Total
Permanent Disablement
–All Causes RM40,000
Room & Board RM200/ room
Maximum RM 200
Annual Limit RM60,000
per month*
Personal Accident (GPA)
Death & Total
Permanent Disablement RM30,000
Clinic Outpatient RM600/ year
Note:
*The cost is up to RM 200 per month considering in case of any increment of rate in future.
**Medical Benefit will be arranged by the Takaful Operators. The Distributor to notify any deletion or
additional name of Takaful Financial Advisor from time to time.
(c) The Takaful Operators reserve the right to review the total performance of the
Takaful Financial Advisor every six (6) months or any time it deems necessary.
In the event of failure of the Takaful Financial Advisor to meet the relevant
performance requirements, the Takaful Operators shall have the right to
discontinue the reimbursement of the Takaful Financial Advisor’s
remuneration costs (which have been incurred or to be incurred) by giving one
(1) month’s prior notice to the Distributor.
Page | 18
Senior
Takaful Takaful
Elements Takaful
Specialist Advisor
Specialist
RM7,200 RM13,200 RM19,200
Sales Target per Month
AFYC AFYC AFYC
Monthly Base Salary RM1,800 RM2,300 RM2,500
EPF + Socso (13%+1.5%)* RM326 RM399 RM428
Incentive per Month** RM150 RM150 RM150
Fixed Allowance (FA)
RM100 RM100 RM100
- Phone Dataline
RM200 RM200 RM200
-Travelling Car
Medical*** RM100 RM100 RM100
Base Salary + Incentive
RM2,250 RM2,750 RM2,950
+ FA
Total Pay RM2,676 RM3,249 RM3,478
* Note: EPF/Socso calculation = Base Salary + Fixed Allowance + Incentive.
** Performance Incentive up to 15% of commission, paid by Ti which relate to the cost mentioned under
clause 9.1 (b)
*** Medical Benefit & Cost
Medical Benefit Benefit Cost per Month/ Pax
Death & TPD -All Causes RM40,000
Room & Board RM200/ room RM38.00
Annual Limit RM60,000
Personal Accident (GPA) RM30,000 RM7.30
Clinic Outpatient RM600/ year RM50.00
Admin Fees RM3.40
RM98.70
1 Reciprocal Business Opportunities

Subject to Applicable Laws and any regulatory approval(s) as may be required to be
obtained, the Parties hereby agree to the following arrangements:
(a) The Parties agree that the Takaful Operators may subscribe to the
Distributor’s Cash Management facility for agency commission payment with
the same functions, features and services currently available to the Takaful
Operators by other similar service providers, subject to the BankDistributor’s
standard process and approval.
(b) The DistributorThe Distributor hereby grants the priority offer of the
following products and/or services of the Takaful Operators to its customer
and/or its employees The DistributorTakaful Operator hereby grants a
firstthe right of refusal to the Takaful OperatorsDistributor’s customer to offer
to the Customers and/or its employeesin offering the following products
and/or services of the Takaful Operators to the distributor’s customer and/or
its employees:
(i) Credit related products;
(ii) Property and building (general takaful coverage);
(iii) Family advisory products;
(iv) Motor and non-motor takaful products;
(v) Other bancatakaful related products
Page | 19
(vi) Employee benefit scheme; and/or

(vii) Operational Account (assets and properties takaful coverage).
(c) The Parties shall jointly explore, source, assess and develop any possible
business opportunities other than those contained in this Agreement,
consistent with the intent and purpose of this Agreement.
10 Intellectual Property Rights

11.1 The Intellectual Property Rights in the Products, takaful documentation and
Marketing Material (other than those jointly developed by the Parties) shall belong
exclusively to the Takaful Operators.
11.2 No Party shall acquire by virtue of this Agreement any proprietary right, interest or
title in or to the trademarks, trade names or logos of the other Parties or of any their
affiliates.
11.3 No Party shall use the other Parties’ Intellectual Property Rights other than in
accordance with and for the purposes of this Agreement, unless the other Party
provides its prior written consent to such use. Each Party undertakes that it shall
ensure that its employees, agents (including subcontractors), representatives or
servants shall not use in whole or in part any of the other Party’s Intellectual
Property Rights save and except for purposes of carrying out its obligations under
this Agreement.
11.4 Each Party shall indemnify and keep the other Parties indemnified from and
against all and any claims, proceedings, actions, demands, loss, liability, costs,
expenses, damages, penalties, fines, judgements or awards sustained or incurred by
the other Party or made against the other Party, arising from or in connection with
any claim, proceedings, action or demand made or raised by any person in which it
is alleged that use of the first Party's Intellectual Property Rights for any of the
purposes of this Agreement does infringe the rights of any person.
11 Personal Data Protection

12.1 The Parties shall comply with all Applicable Laws (including, in particular, the
confidentiality obligations under the Act and the Personal Data Protection Act 2010)
in relation to the confidentiality and disclosure of Customer’s data.
12 Underwriting Policy
13.1 The Parties hereto agree that underwriting policies and decisions relating to the
Products are the responsibility of the Takaful Operators. The Takaful Operators are
responsible for underwriting policy and risk acceptance. The Distributor has no
authority to accept risks on behalf of the Takaful Operators unless such acceptance is
specifically authorised in writing by the Takaful Operators.
13 Indemnity
14.1 The DistributorEach Party shall indemnify and keep indemnified the Takaful other
Party Operators from and against any and all liabilities, losses, demands, damages,
costs and expenses which the Takaful Operatorsother Party may suffer or incur
arising from or in connection with:
Page | 20
(a) any breach of the Distributor’s other Party’s obligations under this
Agreement; or
(b) any fraud, negligent act or omission of the Distributor other Party or any of
its directors, officers, employees or agents in connection with this
Agreement.
14 Representation and Warranties

15.1 Each Party represents and warrants to the other Parties as follows:
(a) it is a company duly incorporated and validly existing under the laws of
Malaysia;
(b) it has full power, capacity and authority to enter into and perform its
obligations under this Agreement;
(c) it has taken all necessary corporate or other actions, and has obtained all
necessary consents, to authorise its entry into and performance of this
Agreement; and
(d) the execution of this Agreement shall not conflict with, or result in a breach
of or constitute a default under any Applicable Laws and its constitution.
15.2 Each Party hereto agrees, covenants and undertakes to and with the other to obtain
at its own cost and expense any and all necessary and relevant approvals and
licenses, governmental or otherwise for the purpose of carrying into effect its
obligations under this Agreement.
15 Termination
16.1 Termination Events
Any Party (“Terminating Party”) may terminate this Agreement by giving thirty
(30) Business Days’ prior notice in writing upon the occurrence of any of the
following events (“Termination Events”):
(a) distributor achieve 100% of business projection;
(aba) any of the other Party commits a material breach or persistent breaches of
any of the terms of this Agreement, which if capable of remedy, have not
been so remedied within thirty (30) days of being so notified in writing
(such notice giving reasonable details as to the nature of the breach);
(bcb) any of the following events occurs in relation to any other Party:
i. a receiver, receiver and manager, trustee or similar official is
appointed over any of the assets or undertaking of the other Party; or
ii. the other Party enters into or resolves to enter into any arrangement,
composition or compromise with, or assignment for the benefit of, its
creditors or any class of them; or
iii. an order is made for the winding up or dissolution of the other Party
or a resolution is passed or any steps are taken to pass a resolution for
the winding up or dissolution of the other Party otherwise than for the
purpose of an amalgamation or reconstruction which has the prior
written consent of the Terminating Party; or or
iv. the other Party ceases or threatens to cease carrying on a substantial
portion of its business otherwise than for the purpose of an
Page | 21
amalgamation or reconstruction which has the prior written consent of

the Terminating Party; or
v. the continuing occurrence of a Force Majeure Event as stipulated
under Clause 21.13
vi. 4 which is beyond rectification and which results in the Parties being
unable to continue to perform their obligations under this Agreement;
or
vii. any acquisition or merger resulting in a change of ownership of any of
the Parties without the prior consent of the other Parties; or
viii. as required by Applicable Laws or Authorities; or
ix. (applicable to the Distributor only) the entering into any similar
arrangement or agreement with other takaful operator(s).; or
x. if the business arrangement may result in any situation whereby the
Takaful Operators’ profitability (to be solely determined by Takaful
Operators based on “uruf” and valid justification) maybe jeopardized
including but not limited to Applicable Laws, directives or any
changes by the Authorities; or
xi. if the capital adequacy ratio falls below the applicable minimum
amount required by Authorities from time to time.
xii.
15.2 Termination by the Takaful Operators
(a) The Takaful Operators shall have the right to terminate this Agreement if, by
way of annual performance assessment by the Takaful Operators, it has been
proven that the Distributor’s performance is below than 80% from the Business
Projection;
(b) Due to the abovementioned, the Takaful Operators may claim the balance of
the Upfront Fee paid for the remaining tenure;
(c) The termination however shall be by way of three (3) months written notice to
the Distributor; and
(d) For the avoidance of doubt, the balance of the Upfront Fee that may be claw
backed by the Takaful Operator shall be calculated from the effective date of
the termination (after the expiry of 3 months’ notice).
(e) if there is a change in Applicable Laws resulting in the Takaful Operators no

longer being able to provide substantially all of the Products or if the
Distributor can no longer continue as a bank or financial institution.
In the event the Takaful oOperator exercise its right to terminate this agreement, no
clawback on the upfront fee will be apllicable.
15.3 Termination without Cause
(f) By Takaful Operators
Page | 22
If the Takaful Operators terminate the Agreement during the Initial Term without
any cause, there shall be no clawback for the remaining balance of the Upfront Fee.
(g) By the Distributor

Notwithstanding anything herein, the Distributor shall have the right to terminate
this Agreement at any time, during the Initial Term without cause by giving the
Takaful Operator (60) days prior written notice. The termination however shall
subject to mutual agreement by both Parties of which such agreement shall not be
unreasonably withheld and the provision of Clause 4.1.3 shall be applicable.
In such event, the provision under Clause 4.1.3 shall be applicable.

Unless required by the Applicable Laws, or in accordance with the terms of this
Agreement or with mutual written consent of the Parties, no Party may terminate
this Agreement without cause.
1 Obligation by the Parties to Negotiate Before Termination

In the event the Distributor or the Takaful Operator intends to exercise a
termination right under Clause 16.3, such Party must immediately notify the HLSC
of such intention and the HLSC shall discuss in good faith with a view to agreeing
alternative remedies or resolution within a reasonable period and in any event
within 14 Business Days after such notification. Upon the notification to the HLSC,
this Agreement may be terminated by mutual consent of the Parties on the date on
which the Parties agree in writing that no resolution can be achieved or after the
expiry of 14 Business Days after notification of the intention to exercise a
termination right is given to the HLSC (whichever is earlier).
2 Fulfilment Of the Distributor of Obligation

Upon fulfilment of the Distributor’s achievement of the Business Projection, the
Parties shall terminate this Agreement upon mutual consent in writing by the
Parties and the clawback provision under Clause 4.1.3 shall not be applicable.
16 Effect of Termination
16.1 Rights and Liabilities
17.1.1 Upon termination of this Agreement, the rights and liabilities of the Parties
accruing prior to termination shall not be affected.
17.1.2 Notwithstanding the provisions of Clause 16.1, the non-defaulting party
retains the right to pursue any other remedies provided to it under
Applicable Laws subject to any right of set-off which the defaulting party
shall have against the non-defaulting party for any and all sums payable by
the nondefaulting party.
16.2 Contributions
All Contributions paid as at the date of termination of this Agreement (“Termination
Date”) for Products promoted up to the Termination Date shall be remitted by the
Distributor to the Takaful Operators within fourteen (14) days from the
Termination Date. Each of the Parties shall soon after the Termination Date prepare
Page | 23
an account setting out in detail the number of each of the Products sold and the
total Distributor's Wakalah Fee due to the Distributor. Any differences are to be
reconciled by the Parties hereto amicably failing which either of the Parties hereto
may refer to arbitration in accordance with the terms of this Agreement.
16.3 Holding out

Upon termination of this Agreement, the Distributor shall not hold itself out in any
way as a promotion agent, or distributor or sub-distributor of the Takaful
Operators in relation to the Products and refrain from any action that would or
may indicate any such relationship between it and the Takaful Operators, unless
otherwise agreed between the Parties and subject to Applicable Laws.. Unless
otherwise stated and mutually agreed by both parties in a new agreementlater.
16.4 Use of Intellectual Property Rights

Upon termination of this Agreement, each of the Parties shall immediately cease
use of other Parties’ Intellectual Property Rights.
16.5 Return or Destruction of Documents

Upon termination of this Agreement, each Party shall forthwith, so far as it is
practicable to do so:
(a) return all Marketing Material, takaful documentation and other Confidential
Information of or relating to the other Parties which is in its possession or
under its custody and control;
(b) destroy all information, analyses, compilations, notes, studies, memoranda
or other documents derived from, containing or reflecting Confidential
Information; and
(c) expunge any Confidential Information from any computer, word processor
or other device in its possession or under its custody and control.
Notwithstanding this Clause 17.5, each Party may retain any Confidential
Information contained or referred to in board minutes or in documents referred to
in such board minutes and each Party’s advisers may keep one copy of any
document in their possession for record purposes without prejudice to any duties of
confidentiality in relation to such Confidential Information contained in this
Agreement. This Clause 17.5 shall not apply to any information available from
public records or information acquired by a Party otherwise than from the other
Parties and the respective employees, officers or agents of the other Parties.
17 Shariah Compliance
18.1 The Parties agree to ensure that all dealings and activities under this Agreement are
Shariah compliant.
18.2 The Parties acknowledge and agree that the arrangement as stipulated in this
Agreement is based on the Shariah concept of Wakalah Bil Ujrah whereby the
Takaful Operators appoint the Distributor (as wakeel) to perform transactions on
behalf of the Takaful Operators in marketing and promoting the Products. Further,
the Upfront Fee and the terms of the Upfront Fee (i.e. pre-mature exit or early
termination) is permissible under Shariah concept based on Ju'alah contract (a
contract to render a service against a reward).
Page | 24
18 Service Level Requirements & HLSC

18.1 Service Level Requirements
In order to operationalise and clarify the scope of the Bancatakaful Business and
Distribution Services, the Parties shall agree on service level agreement(s) as specify
under Schedule 7 in respect of the services provided by the Parties to Customers
and shall comply with the service level requirements in relation to the operating
procedures for each Product.
18.2 HLSC
The Parties shall agree to establish a HLSC to discuss the business direction,
business performance, claims experience and any other matters related to this
Agreement and the Bancatakaful Business, of which the meeting shall be held on
monthly basis. The HLSC shall also be responsible to discuss and resolve any
deadlock arising from the implementation and operationalisation of the
Bancatakaful Business.
19 Confidentiality
20.1 Each Party shall treat as confidential and not disclose or use the Confidential
Information unless:
(a) the disclosure or use is required by law, any regulatory body or the rules
and regulations of any recognised stock exchange;
(b) the disclosure or use is required for the purpose of any judicial proceedings
arising out of this Agreement or any other agreement entered into under or
pursuant to this Agreement or the disclosure is reasonably required to be
made to a tax authority in connection with the tax affairs of the disclosing
Party;
(c) the disclosure is made to professional advisers of the Parties on terms that
such professional advisers undertake to comply with the provisions of this
Clause 20 in respect of such Confidential Information as if they were a party
to this Agreement;
(d) the Confidential Information becomes publicly available (other than by a
breach of this Agreement);
(e) the other Party has given prior written approval to the disclosure or use; or
(f) the Confidential Information is independently developed by a Party,
provided that prior to disclosure or use of any Confidential Information pursuant
to Clause 20.1(a), (b) (except in the case of disclosure to a tax authority) or (c), the
Party concerned shall promptly notify the other Parties of such requirement with a
view to providing the other Parties with the opportunity to contest such disclosure
or use or otherwise to agree to the timing and content of such disclosure or use.
20.2 Each Party will ensure that all of its directors, officers, employees, subcontractors
and agents to which Confidential Information is disclosed are aware prior to
receiving the Confidential Information in question of the relevant Party’s
obligations pursuant to this Clause 20.
20.3 The Distributor acknowledges the strict requirements of confidentiality and
obligations imposed upon the Takaful Operators by the Authorities and
Applicable Laws and undertakes not to do or cause to be done any act or
omission which may cause the Takaful Operators to breach its strict duty of
confidentiality and obligations.
Page | 25
20.4 The provisions in this Clause 20 shall survive the termination of this Agreement.
20 Miscellaneous
20.1 Invalidity
If any term in this Agreement shall be held to be illegal, invalid or unenforceable, in
whole or in part, under any enactment or rule of law, such term or part shall to that
extent be deemed not to form part of this Agreement but the legality, validity or
enforceability of the remainder of this Agreement shall not be affected.
20.2 Whole Agreement

The Parties hereto acknowledge that this Agreement constitutes the whole
agreement between the Parties and neither Party hereto has relied upon any prior
oral or written representations made to it by the other Party hereto or its employees
or agents and the Distributor acknowledges that it has made its own independent
investigations into all matters relevant to the Bancatakaful Business.
20.3 Supersedes Prior Agreements

This Agreement supersedes any prior agreement between the Parties hereto
whether written or oral and any such prior agreements are cancelled as at the
Commencement Date but without prejudice to any rights which have already
accrued to either of the Parties hereto thereunder.
20.4 Notices
(a) Any notice in connection with this Agreement shall be in writing in English
(a “Notice”) and shall be sufficiently given or served if delivered or sent:
In case of TIFB to:
Address 9th Floor , Ikhlas Point
Tower 11A, Avenue 5
Bangsar South
No. 8, Jalan Kerinchi
59200, Kuala Lumpur
Fax & Email : 03-2723 9998
Attention : President/Chief Executive Officer
In case of TIGB to:

Address : 9th Floor , Ikhlas Point
Tower 11A, Avenue 5
Bangsar South
No. 8, Jalan Kerinchi
59200, Kuala Lumpur
Fax & Email : 03-2723 9998
Attention :President/Chief Executive Officer
Page | 26
In case of the Distributor to:

Address : Bank Muamalat Malaysia Berhad
24th Floor, Menara Bumiputra,
21 Jalan Melaka,
50100, Kuala Lumpur
Fax & Email :03-2031 0810 / sarimah@muamalat.com.my
Attention :Pn Sarimah Bashah, Head, Wealth Management
Department
or (in either case) to such other address, email or fax number in Malaysia as
the relevant Party may have notified to the others in accordance with this
Clause.
(b) Any Notice may be delivered by hand, email or sent by fax or prepaid
registered post or registered airmail in the case of international service.
Without prejudice to the foregoing, any Notice shall conclusively be deemed
to have been received:
(i) on the next Business Day in the place to which it is sent, if sent by
fax;
(ii) at the time of transmission, if sent by email;
(iii) three (3) Business Days from the time of posting, if sent by post;
(iv) three (3) Business Days from the time of posting, if sent by airmail;
or
(v) at the time of delivery, if delivered by hand.
20.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of
Malaysia.
20.6 Costs
Each Party is to be responsible for their own costs and expenses incurred in the
negotiation, preparation and execution of this Agreement including but not limited
to legal costs and any other costs and expenses arising from subsequent
amendments, if any, to this Agreement. The cost of stamping of thise Agreement
however shall be bear will be borne by the Takaful Operators.
TIFB & TIGB will bear the stamping cost for this agreement
20.7 Variation
No variation of this Agreement shall be effective unless in writing and signed by or
on behalf of each of the Parties.
Notwithstanding the above, the Parties hereby agree to be bound by any notice on
the changes, directives and/or regulations issued under Applicable Laws or by the
Authorities.
Page | 27
20.8 Release, Indulgence and Waiver

(a) Waiver of any breach of this Agreement or of any right, power, authority,
discretion or remedy arising upon a breach of or default under this
Agreement, must be in writing and signed by the Party granting the waiver.
(b) No failure on the part of a Party to exercise, and no delay on its part in
exercising, any right or remedy under this Agreement shall operate as a
waiver thereof, nor will any single or partial exercise of any right or remedy
preclude any other or further exercise thereof or the exercise of any other
right or remedy.
(c) The rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies (whether provided by law or otherwise).
20.9 No Partnership
Nothing in this Agreement shall create or be deemed to create a partnership
between the Parties hereto.
20.10 Arbitration
(a) Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or invalidity thereof, shall be settled
by arbitration in accordance with the Rules for Arbitration of the Asian
International Arbitration Centre (“Rules”), by one (1) arbitrator appointed
in accordance such Rules.
(b) Arbitration shall take place in Kuala Lumpur, Malaysia, in the English
language. Each Party shall bear its own costs, and costs of the arbitration
shall be split equally between the Parties.
(c) Pending a resolution which is mutually acceptable or the arbitration award,
the Parties shall continue to perform all their obligations in accordance with
the terms of this Agreement.
20.11 Counterparts
This Agreement may be entered into in any number of counterparts, all of which
taken together shall constitute one and the same instrument. Any Party may enter
into this Agreement by executing any such counterpart.
20.12 Time
Time shall be of the essence of this Agreement.
20.13 Successors and Assigns

This Agreement is personal to the Parties. Accordingly, no Party may, without the
prior written consent of the other Parties, assign or otherwise transfer the benefit
of all or any of the other’s obligations under this Agreement, or any benefit arising
under or out of this Agreement. This Agreement shall be binding upon each of the
Parties and their respective successors in title and permitted assigns.
20.14 Force Majeure

(a) Neither Party shall be in breach of or be liable to the other for failure or
delay in the performance and observance of any of its obligations under this
Agreement or any part thereof, for the time and to the extent such failure or
delay is caused by or came about as a result of the occurrence of a Force
Majeure Event.
Page | 28
(b) A “Force Majeure Event” shall mean an event, condition or circumstances

beyond the reasonable control and without the fault or negligence of the
Party (or any subsidiary or agent thereof) which that Party is unable to
prevent, avoid, mitigate or remove and such an event causes delay,
interference, or disruption in the performance by either Party of any of its
obligations under this Agreement or any part thereof, and subject to the
foregoing, includes but not limited to the following:
(i) act of government or state, war, terrorism, revolutions, civil
commotion, riots, armed conflict, embargoes;
(ii) explosions, accidents, acts of God, natural catastrophes including but
not limited to earthquake, floods, storms, landslide, fire;
(iii) strikes, lockouts, labour disputes of whatever nature or other
industrial disturbances (affecting the performance of this Agreement)
which causes or can reasonably be expected to cause either Party to
fail to comply with its obligations under this Agreement or any part
thereof;
(iv) any change of law or orders of the Authorities or courts, which
causes or can reasonably be expected to cause either Party to fail to
comply with its obligations under this Agreement or any part
thereof; or
(v) health epidemic and pandemic declared by the World Health
Organisation occurring in or outside the country which has a
substantial impact on the business, which causes or can reasonably
be expected to cause either Party to fail to comply with its obligations
under this Agreement or any part thereof.
(c) The Party which invokes the Force Majeure shall as soon as practicable after
becoming aware of the same, give notice to the other Parties and this
notification must be accompanied by all relevant information regarding the
circumstances which sets out full details of the Force Majeure Event. The
affected Party shall take all reasonable and practicable steps to rectify the
event or circumstances causing the failure and to minimise the damage
and/or loss whatsoever.
(d) Neither Party shall be entitled to rely on a Force Majeure Event to relieve it
from any obligation to pay money which would otherwise be due or
payable under this Agreement or any part thereof, prior to the occurrence of
the Force Majeure Event thereof.
Page | 29
S CHEDULE 1
P RODUCTS
TIFB
List of Products Commission (%)
Mortgage Reducing Term Takaful (MRTT) 10
Group Credit Term Takaful (GCTT) 10
Group Term Takaful (GTT) 10
Advisory Product
Prior 1 January 2021:
(i) Protection Products up to 115
(ii) Savings Products up to 90
1 January 2021 and thereafter:
(i) Protection Products up to 125
(iii) Savings Products up to 100
Note:
(1) The commission rate is based on Operating Cost Controls for Life Insurance and Family
Takaful Business issued by BNM.
TIGB
List of Products Commission (%)
Motor Takaful 10
Fire Commercial Takaful (Fire Comm)* 15
Houseowner & Householder Takaful (H/owner) 15
Personal Accident Takaful (PA) 25
*Note:
(1) The current tariff-based rates will continue to be offered for fire products promoted via
the Distributor with potential rate revision upon loss ratio reaching a 25% threshold. This
will be monitored to continuously ensure risk fund sufficiency. The product and pricing
will be revised upon any changes to the current revised fire tariff.
(2) The Wakalah Fee for Fire Commercial is set to be at least 55% with Expected Loss Ratio
of 30% over the next 8 5 years with no rate change. [The Wakalah Fee is higher from the
current Fire Commercial Wakalah Fee for TIGB, thus a new product setup is required for
the Distributor.
Page | 30
S CHEDULE 2
B USINESS P ROJECTION
5 years Family Takaful Business Projection
5 years General Takaful Business Projection
1
S CHEDULE 3
M ARKETING E XPENSES F UND
Product Marketing Marketing Expenses Total

Allowance to the to be Retained by the Marketing Expenses
Distributor Takaful Operators
Family – 3% 2% 5%
MRTT, GCTT,
HPRTT & GTT
Family – 2% 1% 3%
Advisory & others
General – 3% 2% 5%
Non Motor
General – 2% 1% 3%
Motor
*Note: The percentage will be based on gross Contribution received and Certificate issued.
The Marketing Allowance to the Distributor to be paid by monthly basis.
2
Takaful Financial Advisor
Job Grade Job Grade Job Grade
S CHEDULE 4
Takaful Specialist Senior Takaful Takaful
(TS)
TERMS AND CONDITIONS
Specialist (STS) AAdvisor
FOR TAKAFUL FINANCIAL
ADVISOR (TFA) – CONTRAC (TA) T T ERMS AND C ONDITIONS FOR
T AKAFUL F INANCIAL A DVISORS D ETAILS OF T AKAFUL S PECIALISTS
Item Referral ModelTerms and Conditions

1. Contract Part I - 12 Months Part II - 6 Months
DurationEmploymen
(The continuation to Part II is subject to satisfactory evaluation of overall
t of Takaful Specialist
performance recorded in Part 1)Takaful Specialist will be appointed on
contract basis and employed by the Distributor. Recruitment of Takaful
Specialist by Takaful Operators with joint selection process by both parties.
2. Job Grade
32. Takaful Takaful Financial Advisor (TFA) is required to pass the

Bancassurance Takaful Basic Examination (“TBE”) within 1 month from
Examination the hiring date.
(TBE)Salary of
Takaful Specialist Takaful Financial Advisor is permitted to sit for TBE up to
two (2) times only. Failing which, the Takaful Financial
Advisor’s contract of service shall be terminated
accordingly.
Takaful Financial Advisor is to bear the examination cost

for the second TBE.
Takaful Financial Advisor who is an existing

insurance/takaful agent shall make the necessary
arrangement to withdraw the existing agent code with
previous insurance/takaful principal(s) within 30 days
from the date of report for duty. Failure to do so will lead to termination.
1. Maximum of RM 4,000
per month or RM 1.8 million per year or RM 9 million for 5 years. (1)
2. Payroll by the Distributor and cost reimbursed by TIFB
43. KPI on Sales Monthly /Annual Target
TargetCommission
Takaful Financial Advisor is required to achieve the sales target set as
follows:-50:50 sharing of commission between TIFB and the Distributor
Minimum Annualized
Target First Year
Job Grade (per month) Contribution
(AFYC)
Takaful Specialist (TS) RM7,050 RM84,600
Senior Takaful Specialist RM13,000 RM156,000

(STS)
3
Takaful Advisor (TA) RM19,000 RM228,000
Takaful Minimum Sales Target KPI Sales Target

Financial Monthly Yearly Monthly Yearly
Advisor Rank AFYC AFYC AFYC AFYC
Takaful 129,60086,
10,8007,200 14,400 172,800
Specialist 400
Senior Takaful
13,200 158,400 17,800 213,600
Specialist
Takaful
19,200 230,400 21,600 259,200
Advisor
i. Note:
ii. Minimum Target is for the Takaful Financial Advisor to maintain the
contract
iii. Key Performance Indicator (KPI)Minimum Sales Target is for the
Takaful Financial Advisor to be entitled to the Performance Incentive
5. Others KPI Takaful Financial Advisor is required to achieve the following KPI:
i) 70 % completion rate of Customer Fact Finding form (Option 1
or 2)
ii) 90% of 1st year persistency rate
iii) 80% of 2nd year persistency rate
iv) No substantiated complaints
v) 30 CPD hours
64. Sales Incentive The sales incentive from Advisory Family Takaful contribution exclusively
SchemePerformance from the Takaful Operators is calculated based on the total extra AFYC
IncentivePerformance produced over the minimum target achieved on a monthly basis.
Incentive
(the above sales incentive is subject to revision from the ManagementUp to 15%
of commission(2)15% from commission subject to an achievement of
monthly KPI Sales Target
Note :
Performance incentive is paid for first year collected contribution
The above performance incentive is subject to revision
75. Payment of 1. Workstation, stationary, staff id & email access will be provided by
SalesPerformance the Distributor.
Incentive
2. Marketing tool, performance management and training will be
Infrastructure
provided by TIFBUp to 15% of commissionOn monthly basis based
on first year collected contribution
86. Performance Review 1 Monthly basis. To promote Takaful Operators’ advisory products
Period only.
Job Scope 2. Requirement to meet KPI of 12 cases(3) per month and non
performance(4) will result in termination.
4
97. Annual 1. Fourteen (14) working daysBusiness Days per annum, earned
LeaveManagement prorated with each completed month of service with the BankDistributor.
Responsibility
The approval is subject to the BankDistributor’s operational
requirements.Managed and supervised by the Takaful Operators’
Bancatakaful department.
2. Dotted line reporting to the Distributor’s Head of Wealth. KPI on
advisory product also will be imposed to the Distributor’s Branch
Manager.
10. Sick Leave Fourteen (14) days per annum, non-cumulative if not
hospitaliszed, or sixty (60) days in the aggregate in each calendar
year if hospitaliszed.
11. Maternity Leave Sixty (60) consecutive days in respect of each confinement. However, the
Takaful Financial Advisor shall not be entitled to full paid maternity
leave if at the time of her confinement she has five (5) or more surviving
children.
12. Fixed Allowance RM2300.00 for travelling and telephone expenses only.
13. Phone line & data Phone line and data plan subscription arranged by the Takaful Operators.
plan subscription
14. Medical Outpatient (for self only) – RM 600.00 per year during contract period.
treatment/limits & Annual Limit for Hospitalisation – RM 60,000 per annum
mMedical coverage
The Distributor shall provide medical card for visiting panel
clinic/hospital.
The annual limit of coverage is subject to changes with minimum notice

of thirty (30) days based on management discretion.
The Medical treatment/limits & Medical coverage shall be shared as
Addendum to this Terms and Conditions at a later stage upon
finalization of Distribution Agreement between the Bank with the
Takaful Operators.
15. Group Personal Takaful Financial Advisor shall be covered with a twenty-four (24)
Accident Takaful hours Group Personal Accident Takaful taken by the Distributor in
respect to death or total permanent disablement arising from any
accident inclusive of robbery in the course of duty up to a maximum of
RM 30,000.
The maximum limit of Group Personal Accident Takaful is subject to

changes with minimum of thirty (30) days notification based on
management discretion.The Group Personal Accident Takaful shall be
shared as Addendum to this Terms and Conditions at a later stage upon
finalization of Distribution Agreement between the Bank with the
Takaful Operators.
16. Group Term Life In the case of death or total permanent disablement, the Takaful
Takaful coverage shall be RM 40,000 due to all causes.
The Group Term Life Takaful is subject to changes with minimum of

thirty (30) days notification based on management discretion.The Group
Term Life Takaful shall be shared as Addendum to this Terms and
5
Conditions at a later stage upon finalization of Distribution Agreement
between the Bank with the Takaful Operators.
17. Work on Saturday / Takaful Financial Advisor who is required to work on Saturday / Rest
Rest Day / Public Day / Public Holiday for the purpose of attending Sales
Holiday Event/Training/Conference is entitled: to meal allowance as follows:-
Hours of Work Entitlement

Up to four (4) hours RM50.00 per day
Beyond four (4) hours RM100.00 per day
Note : This shall be paid by the Distributor and not part of the reimbursement
cost under Clause 9.1 (b).
18. Travelling Takaful Financial Advisor who is required to attend for Sales Meeting at
Allowance Regional Office/Sales Event which is beyond thirty (30) kilometrester
from his/her normal work place shall be entitled to claim payment of
transportation at the rate of RM0.70 per kilometreer.
Note : This shall be paid by the Distributor and not part of the reimbursement
cost under Clause 9.1 (b).
19. Termination of The BankDistributor shall have the right to terminate upon occurrence
Services / Contract of any of the following events:-
1) Failure to Meet Sales Target:

The BankDistributor may terminate this Fixed Term Contract
employment of the Takaful Financial Advisor (TFA) based on the
following conditions :-
(i) Failure to achieve minimum monthly target in any four (4)
months in full twelve (12) months cycle; or.
(ii) Failure to achieve minimum yearly target within twelve (12)
months cycle.
oOr;
2) Misconduct cases
The BankDistributor may terminate this Fixed Term Contract
employment if the Takaful Financial Advisor has committed any action
/ omission which contravenes the BankDistributor’s policies,
procedures and guidelines.
or;
6
3) Failure to release agent code with the previous insurance or takaful
operator within 30 days from employment date
20. Other terms and Other terms and conditions and benefits not mentioned above are not
conditions applicable to the Takaful Financial Advisor.
The BankDistributor reserves the right to review, amend or change any

of the terms and conditions therein at the DistributorBank’s discretion
and/or changes to Aapplicable Llaws.
Non-Disclosure Clauses – The Takaful Financial Advisor shall not

discuss, disclose, communicate or transmit to others (including any
other employee / consultant / associate of the DistributorBank) or make
any unauthoriszed copy of or use the cConfidential iInformation in any
capacity, position or business unrelated to the DistributorBank and
unauthoriszed by the DistributorBank. Any discussion or disclosure or
communication or transmitting or use of confidential information shall
be strictly for furtherance of the proper interests of the DistributorBank
and for the reasons the confidential information was made available to
the staff in the first place
Non-Compete Clauses during employment – The Takaful Financial

Advisor during the course of the employment will not, without the prior
written consent of the DistributorCompany, (i) serve as a partner,
employee, consultant, officer, director, manager, agent, associate,
investor, or otherwise for, (ii) directly or indirectly, own, purchase,
organisze or take preparatory steps for the organiszation of, or (iii)
build, design, finance, acquire, lease, operate, manage, invest in, work or
consult for or otherwise affiliate the staff with, any business in
competition with or otherwise similar to the Distributorbank's business.
Clause on rRe-hiring of staff by the DistributorBank - Immediately

following the termination of the Takaful Financial Advisor with the
DistributorBank for any reason, whether with or without good cause or
for any or no cause, at the option either of the DistributorBank or the
Takaful Financial Advisor, with or without notice, the Takaful Financial
Advisor will not, without the prior written consent of the
DistributorBank, (i) serve as a partner, employee, consultant, officer,
director, manager, agent, associate, investor, or otherwise for, (ii) build,
design, finance, acquire, lease, operate, manage, invest in, work or
consult for or otherwise affiliate himself/herself with, any business in
competition with or otherwise similar to the DistributorBank's business.
7
Notes:
(1) Includes basic salary, EPF, SOCSO, medical benefit and allowances for telephone & mileage. Bank
may vary the number of TS or cost per month subject to maximum RM1.8Mil per year or RM9mil
for 5 years
(2) Paid by Takaful Operators from marketing expenses fund.
(3) Average annual Contribution is RM 1,800 per case.
(4) Non performance is defined as inability to meet minimum of 8 cases per month with monthly First
Year Annualized Contribution (FYAC) of RM14,400 for 3 consecutive months
8
S CHEDULE 5
S AMPLE OF E MPLOYMENT C ONTRACT
[Date]15 May 2020
Encik Taufik Hameed Sultan

(870409-07-5091)
No. 28, Lorong Sentul 18,
Taman Sentul Jaya, Juru
14100 Bukit Mertajam
PULAU PINANG
Dear Encik Taufik Hameed Sultan,
APPOINTMENT AS TAKAFUL SPECIALIST (Fixed Term Contract)
We are pleased to inform that we are offering you an employment with Bank Muamalat
Malaysia Berhad on contract with the following terms and conditions:
1. POSITION : Takaful Specialist (TS)
2. REPORTING DATE : 1 June 2020
3. CONTRACT : (i) The Bank shall employ you on fixed Term Contract from 1 June
PERIOD 2020 to 32 May 2022 unless earlier terminated by operation of
law, or in accordance with the provisions of this Agreement.
(ii) Both parties recognisze and accept that the Employee’s

employment pursuant to this Agreement is on Fixed Term
Contract and shall expire automatically upon expiration of the
Contract Period. Nothing in this Agreement shall give rise to
continual employment of the Employee beyond the Contract
Period unless a separate written agreement setting out mutually
agreed terms and conditions of employment is entered into and
signed by both the Bank and the Employee.
4. REPORTING LINE : Branch Manager, Subang Jaya Branch
5. LOCATION : Subang Jaya Branch

Ground & First Floor
No. 1, Jalan USJ Sentral 2, USJ Sentral
47500 Subang Jaya
6. WORKING HOURS : Our Official Working Hours are as follows:
Monday - Thursday : 8:45am to 5:45pmFriday :

8:45am to 4:45pm
The actual working hours and days shall be determined by the Bank
from time to time.
9
7. BASIC SALARY : RM 1,800.00 (Ringgit Malaysia: One Thousand Eight Hundred
AND EPF BY BANK Only) per month and Bank’s EPF contribution as per the statutory
requirement.
The Bank is entitled to deduct from your basic salary, any
applicable statutory deductions such as EPF, SOCSO, and Income
Tax or any other applicable deductions or expenses that have been
paid to you for whatever reasons.
8. ANNUAL BONUS : Bonus shall be paid at the discretion of the Bank and is intended to
reward exceptional effort based on your job performance and the
financial performance of the Bank.
9. FIXED The Bank shall pay a maximum of RM 200.00 per month as
ALLOWANCE travelling cost. The entitlement shall be withdrawn once you are
no longer holding the position as Takaful Specialist
10. MOBILE PHONE : The Bank shall reimburse the mobile phone line expenses up to a
LINE EXPENSES maximum of RM 300.00 per month. The entitlement shall be
withdrawn once you are no longer holding the position as Takaful
Specialist.
11. PRE-EMPLOYMENT : This offer of Contract Employment is subjected to you fulfilling the
CONDITIONS following pre-employment conditions:
Medical Examination
You must be certified fit for employment by our Bank's panel of
doctors.
References
The Bank receiving satisfactory references from referees named by
you, and you have no objection to the Bank writing to or
communicating with your named referees.
The employment will be terminated should the Bank receives any
adverse record arising from the seven (7) years background
screening imposed by Bank Negara Malaysia (BNM).
Bankruptcy and Credit Check
Upon receiving satisfactory results from bankruptcy and credit
standing search carried out on you.
However, the final decision on employment shall be at the sole
discretion of the Bank.
12. PROBATION : You shall undergo a probation period of six (6) months from the
PERIOD date of your employment.
If the Bank considers the standard of your work or your conduct to
be unsatisfactory at any time during this probation period, the
Bank may at its discretion extend the probation period or decides
not to confirm you in your Fixed Term Contract as Takaful
Specialist of the Bank.
1
13. TERMINATION : (a) During the probationary period, the employment contract
may be terminated by the employee by giving seven (7)
days written notice or pay in lieu thereof.
(b) The Bank reserves the right to terminate the contract on
cases;
(i) of non-confirmation of the employment upon ending
of probationary period; and/or
(ii) of proven misconduct; and/or
(iii) of unsatisfactory performance and/or failure to
achieve the set target; and/or.
(iv) of failure to terminate agent code with previous
insurance/takaful operator within 30 days from
employment date.
14. DISCIPLINE : You are to observe strictly to the Bank’s policies on disciplinary
matters.
15. RELEVANT ACT : This offer is governed by the Islamic Financial Services Act 2013
(IFSA). At all times you are required to comply with the requirement
of Section 145 (Secrecy) and Section 146 (Permitted Disclosure) of
Islamic Financial Services Act 2013 (IFSA) or any amendment or
variation thereof of Islamic Financial Services Act 2013 (IFSA) in
relation to Banking Secrecy.
16. POLICY ON FRAUD : As an employee, you will be held responsible for contravening any
policies, manual or guidelines of the Bank or Bank Negara Malaysia,
and will be subjected to disciplinary action by the Bank as well as by
the regulatory authorities for any fraudulent or criminal breach.
17. FIT AND PROPER : You are subjected to a fit and proper assessment prior to your
initial appointment and at regular intervals of at least annually. The
assessment factors shall include but not limited to the following:-
(a) Probity, personal integrity and reputation
(b) Competency, capability
(c) Financial integrity
18. CONFIDENTIALITY : (a) You shall not at any time during the continuance of or after
termination of this employment hereunder, except by the
direction or the express approval of the Bank, divulge either
directly or indirectly to any person or company, knowledge or
information which you may acquire during the course of or
incidental to your employment by the Bank concerning the
affairs or property of the Bank or any business or property or
transactions or policies in which the Bank may be or may have
been concerned or interested.
(b) Your remuneration details are strictly private and confidential

matters. You are required to handle such matters with
necessary care and caution to ensure that the information is
kept strictly private and confidential. In the event of violation
of such rule, disciplinary action may be taken against you and
your service may be terminated.
1
19. SERVICE : You are required to execute an Employee Service Agreement prior to
AGREEMENT or on date of reporting for duty.
20. DUTIES AND : You are required to carry out faithfully and diligently such duties
TRANSFER WITHIN and job functions as may be instructed by the Bank from time to
THE BANK time and the Bank reserves the right to transfer you to any
department/ unit/ branches existing or future within the Bank.
21. OPENING OF : You are required to open an account at any of the Bank’s branches
ACCOUNT nationwide to facilitate crediting of monthly salary, allowance or
other related transactions. Human Capital Division will furnish you
a separate letter for the opening of such account.
: Other Terms and Conditions of your contract employment isare

22. OTHER TERMS AND
detailedset out in the Sheduleschedule as attached herein (*note:
CONDITIONS
Please refer to Schedule 4 of this Agreement).
In addition to the terms outlined above, you shall be bound by such rules and guidelines as may
be issued from time to time by the Bank, or thereafter not to divulge, reveal, and disclose the
affairs or accounts of the Bank’s customers.
If you accept this offer of employment with the Terms and Conditions as set out above, kindly
indicate your acceptance by attesting your signature on the prepared page and returning the
duplicate copy to us not later than one (1) week from the date of this letter, failing which the offer
shall be deemed to have lapsed.
We would like to take this opportunity to welcome you to Bank Muamalat Malaysia Berhad and
wish you success in your career with us.
Thank you.
Yours faithfully,
For BANK MUAMALAT MALAYSIA BERHAD
<NAME>
<Position>
<Department/Division>
1
TO:
HUMAN CAPITAL DIVISION
BANK MUAMALAT MALAYSIA BERHAD
27TH FLOOR, MENARA BUMIPUTRA
21, JALAN MELAKA
50100 KUALA LUMPUR
I, _____________________________ have read the foregoing and hereby ACCEPT / NOT ACCEPT
this fixed term contract for employment with Bank Muamalat Malaysia Berhad on the above
terms and conditions. I shall be able to report for work on _______________________
Signature : _________________________
Date : _________________________
1
Takaful Financial Advisor
Job Grade Job Grade Job Grade
Takaful Specialist Senior Takaful S CHEDULE 6

Takaful Advisor
(TS) Specialist
T ERMS AND (STS) (TA)
C ONDITION FOR TAKAFUL FINANCIAL ADVISOR
No Items Details
Part I - 12 Months
1. Contract Duration Part II - 6 Months
(The continuation to Part II is based on the satisfactory evaluation
of Part 1)
2. Job Grade
Takaful Financial Advisor is required to pass the Takaful Basic

Examination (“TBE”) within 1 month from the hiring date.
Takaful Financial Advisor is permitted to sit for TBE up to two (2)

times only. Failing which, the Takaful Financial Advisor’s contract
of service shall be terminated accordingly.
3. Takaful Bancassurance
Examination (TBE)
Takaful Financial Advisor is to bear the examination cost for the
second TBE.
Takaful Financial Advisor who is an existing insurance/takaful

agent shall make the necessary arrangement to withdraw the
existing agent code with previous insurance/takaful principal(s)
within 30 days from the date of report for duty.
Monthly /Annual Target

Takaful Financial Advisor is required to achieve the sales target set
as follows:
Annualised First
Minimum
year
Job Grade Target
Contribution
(per month)
(AFYC)
4. Sales Target
Takaful Specialist (TS) RM7,200 RM86,400
Senior Takaful Specialist
RM13,200 RM158,400
(STS)
Takaful Advisor (TA) RM19,200 RM230,400
1
The sales incentive from Advisory Family Takaful contribution
exclusively from the Takaful Operators is calculated based on the
total extra AFYC produced over the minimum target achieved on a
5. Sales Incentive Scheme monthly basis.
*the above sales incentive is subject to revision from the management
15%% is paid every month

Payment of Sales (subject to 100% payment is collected monthly for each
6.
Incentive Scheme contribution)
Performance Review
7. Monthly basis
Period
Fourteen (14) working days per annum, earned prorated each

completed month of service with the Distributor.
8. Annual Leave
The approval is subject to the Distributor’s operational
requirements.
Fourteen (14) days per annum, non-cumulative if not hospitalised,

9. Sick Leave
or sixty (60) days in each calendar year if hospitalised.
Sixty (60) consecutive days in respect of each confinement.

However, the Takaful Financial Advisor shall not be entitled to full
10. Maternity Leave
paid maternity leave if at the time of her confinement she has five
(5) or more surviving children.
11. Fixed Allowance RM300.00 for travelling and telephone expenses only.
Outpatient (for self only) – RM 600.00 per year during contract

period.
Annual Limit for Hospitalisation – RM 60,000 per annum
The Distributor shall provide medical card for

Medical treatment/limits &
12. visiting panel clinic/hospital.
medical coverage
The annual limit of coverage is subject to changes with minimum of
thirty (30) days based on management’s discretion.
Takaful Financial Advisor shall be covered with a twenty-four (24)
hours Group Personal Accident Takaful taken by the Distributor in
respect to death, total and partial permanent disablement arising
from any accident inclusive of robbery in the course of duty up to a
Group Personal Accident
13. maximum of RM 30,000.
Takaful
The maximum limit of Group Personal Accident Takaful is subject
to changes with minimum of thirty (30) days based on
management’s discretion.
In the case of death or partial permanent disablement, the Takaful

coverage shall be RM 40,000.
14. Group Term Life Takaful
The Group Term Life Takaful is subject to changes with minimum
of thirty (30) days notification based on management’s discretion.
Takaful Financial Advisor who is required to work on Saturday /

Rest Day / Public Holiday for the purpose of attending Sales
Event/Training/Conference is entitled: to meal allowance as
follows:-
15. Work on Saturday / Rest
Day / Public Holiday Hours of Work Entitlement
Up to four (4) hours RM50.00 per day
Beyond four (4) hours RM100.00 per day
Takaful Financial Advisor who is required to attend for Sales

16. Travelling Allowance Meeting at Regional Office/Sales Event which beyond 30 kilometer
from his/her normal work place shall be entitled to claim payment
of transportation at the rate of RM0.70 per kilometer.
The Distributor shall have the right to terminate upon occurrence

of any of the following events:
1) Failure to Meet Sales Target:

The Distributor may terminate the contract of service of the Takaful
Financial Advisor (TFA) based on the following conditions :
(i) Failure to achieve minimum monthly target in any four (4)
17. Termination of months in full 12 months cycle.
Services / Contract (ii) Failure to achieve minimum yearly target within 12 months
cycle.
or;
2) Misconduct cases
The Distributor may terminate the contract of service if the Takaful
Financial Advisor has committed any action / omission which
contravenes the Distributor’s policies, procedures and guidelines.
Other terms and conditions and benefits not mentioned above are
not applicable to the Takaful Financial Advisor.
The Distributor reserves the right to review, amend or change any

of the terms and conditions therein at Distributor’s discretion
and/or changes to applicable laws.
Non-Disclosure Clauses – The Takaful Financial Advisor shall not

discuss, disclose, communicate or transmit to others (including any
other employee / consultant / associate of the Distributor) or make
any unauthorised copy of or use the Confidential Information in
any capacity, position or business unrelated to the Distributor and
unauthorised by the Distributor. Any discussion or disclosure or
communication or transmitting or use of confidential information
shall be strictly for furtherance of the proper interests of the
Distributor and for the reasons the confidential information was
made available to the staff in the first place
Non-Compete Clauses during employment – The Takaful

Other terms and Financial Advisor during the course of the employment will not,
18.
conditions without the prior written consent of the Distributor, (i) serve as a
partner, employee, consultant, officer, director, manager, agent,
associate, investor, or otherwise for, (ii) directly or indirectly, own,
purchase, organise or take preparatory steps for the organisation of,
or (iii) build, design, finance, acquire, lease, operate, manage, invest
in, work or consult for or otherwise affiliate the staff with, any
business in competition with or otherwise similar to the
Distributor's business.
Re-hiring of staff by the Distributor - Immediately following the

termination of the Takaful Financial Advisor with the Distributor
for any reason, whether with or without good cause or for any or
no cause, at the option either of the Distributor or the Takaful
Financial Advisor, with or without notice, the Takaful Financial
Advisor will not, without the prior written consent of the
Distributor, (i) serve as a partner, employee, consultant, officer,
director, manager, agent, associate, investor, or otherwise for, (ii)
build, design, finance, acquire, lease, operate, manage, invest in,
work or consult for or otherwise affiliate himself/herself with, any
business in competition with or otherwise similar to the
Distributor's business.
S CHEDULE 6 7 5
M EMBERS OF THE HLSC
The composition of the HLSC shall be as follows:
The Distributor
(i) Chief Executive Officer

(ii) Chief Operating Officer
(iii) [**]Head Consumer Banking Division
(iv) [**]
(v) Head Wealth Management
(vi) Head, Mortgage Department
(vii) Head, Personal financing 1
(viii) Head, Personal Financing 2
(ix) Head, Credit Operation Department
(x) Head, Wealth Management Operation
(xi) Section Head, Marketing and Technical Business, Wealth Management Department
The Takaful Operators
(i) Chief Executive Officer

(ii) Chief Operating Officer
(iii) Chief Commercial Officer
(iv) Chief Marketing Officer
(v)
(vi) Senior Vice President, Bancatakaful
(vii) Head of Bancatakaful
Note: TIFB and TIGB to send representative from each company based on the above position or
any equivalent position available at time of the meeting (in case of change of position title etc).
S CHEDULE 7
SERVICE LEVEL AGREEMENT (SLA)
Execution
Executed as an Agreement the day and year first stated above.
TIFB
Signed for and on behalf of Takaful

Ikhlas Family Berhad in the presence
of:
Witness Signatory
Name: Name:
NRIC No: Designation:
NRIC No:
TIGB
Signed for and on behalf of Takaful

Ikhlas General Berhad in the presence
of:
Witness Signatory
Name: Name:
NRIC No:
The Distributor
Signed for and on behalf of Bank

Muamalat Malaysia Berhad in the
presence of:
Witness Signatory
Name: Name:
NRIC No:

Takaful Ikhlas - BMMB - Distribution Agreement (After Meeting With Coo) 18june2020

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Takaful Ikhlas - BMMB - Distribution Agreement (After Meeting With Coo) 18june2020

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Draft | 18 May11 June 2020

Takaful Ikhlas Family Berhad

!!br0ken!!Takaful Ikhlas General Berhad

!!br0ken!! Bank Muamalat Malaysia Berhad

This Agreement is made on [**] between:

1 Definitions and Interpretation

codes of practice imposed by BNM.

consideration for the Cover under the Products that

Regulator refers to regulators having control over the

1.2 In this Agreement, unless the context otherwise requires:

2 Appointment and AuthorityStrategic Takaful Partners

(g) Any marketing expenses or marketing incentives payable to the Distributor

4.2 Takaful Operators’ Wakalah Fees

4.3 Distributor’s Wakalah Fees (Commission)

4.4 Performance Incentive

Five (5) years Family Takaful Business Projection

Product Type Business Projection (RM ‘000)

Five (5) years General Takaful Business Projection

Product Type Business Projection (RM ‘000)

5 Obligations of the Takaful Operators

6 Obligations of the Distributor

promise, warranties, guarantees or representations concerning the Products

6.2 Business Share

6.2.2 Notwithstanding Clause 6.2.1(a), the Customers preference or non-competitiveness

6.3 Supply of Information

6.4 Submission of Documents and Prompt Payment

6.5 Audit by the Takaful Operators

6.6 Audit by the Distributor/Distributor’s Regulator

i. demonstrate Takaful Operators’ compliance with its obligations under this

6.6.3 Notwithstanding anything contrary to this Agreement, Takaful Operators hereby

7.3 Audit by the Authorities

9 Takaful SpecialistsTakaful Financial Advisors & Training

9.2 Training, Licensing and Budget Assistance

9.3 Takaful Financial Advisor Performance Measurement

1 Month Minimum Production 12 Months Minimum

9.4 Takaful Financial Advisor Reumuneration

Takaful Senior Takaful

Fixed Allowance (FA)

Subscription of RM 103.88 RM 103.88 RM103.88

phone line & data

Total Remuneration RM3,366.88RM2,93 RM4,511.88RM3,16

15% from the Distributor’s commission subject to

(Example: TS sales generate RM1,000 fee income for the Bank.

Medical Benefit Benefit Cost per Month/ Pax

1 Reciprocal Business Opportunities

(vi) Employee benefit scheme; and/or

10 Intellectual Property Rights

11 Personal Data Protection

14 Representation and Warranties

amalgamation or reconstruction which has the prior written consent of

15.2 Termination by the Takaful Operators

(e) if there is a change in Applicable Laws resulting in the Takaful Operators no

15.3 Termination without Cause

(f) By Takaful Operators

(g) By the Distributor

In such event, the provision under Clause 4.1.3 shall be applicable.

1 Obligation by the Parties to Negotiate Before Termination

2 Fulfilment Of the Distributor of Obligation

16.3 Holding out

16.4 Use of Intellectual Property Rights

16.5 Return or Destruction of Documents

18 Service Level Requirements & HLSC

20.2 Whole Agreement