Agency Contract

KNOW ALL MEN BY THESE PRESENTS:

This Agency Contract by and between THE MANUFACTURERS LIFE INSURANCE CO. (PHILS.), INC. (hereinafter, referred to as “MP”), MANULIFE
FINANCIAL PLANS, INC. (hereinafter, referred to as “MFP”), and ___________________________________________________, of legal age, Filipino,
whose signature appears below (hereinafter, referred to as the “AGENT”); WITNESSETH that:

1. The AGENT represents that he/she has the capacity to undertake this Agency relationship.
2. The AGENT, who is, and during the term of this Contract shall remain to be, a self-employed entrepreneur, is hereby authorized to solicit,
procure, transmit applications for Policies and/or Plans of MP and/or MFP, within prescribed marketing areas in the Philippines, subject to
the Agency Contract Provisions as well as all amendments, circulars, rules and regulations now in force and which may be promulgated
hereafter and which form part of this Contract as fully as if written herein.
3. The full and exclusive compensation of the AGENT under this Contract is in the form of commissions payable in accordance with the
Schedules attached hereto, and made an integral part hereof, or any revised compensation package/schedule, including override
commissions, which may, from time to time, be made by MP and/or MFP at their sole discretion, whichever is applicable, and
communicated to the AGENT.
4. This Contract is assignable by either or both MP and MFP, in whole or in part, to any successor or affiliated company. The AGENT shall not
have the right to assign or purport to assign any of his/her rights, and/or interests and/or obligation under this Contract without the prior
written consent of both MP and MFP. The consent by MP and MFP to such assignment shall not be construed to mean or imply that either
or both MP and MFP recognize or assume responsibility for the validity, effect or sufficiency of such assignment.
5. This Contract shall have no force and effect unless duly executed by the AGENT and MP and/or MFP acting through its duly authorized
officers.
6. The AGENT, in affixing his/her signature hereon, acknowledges and declares that he/she has read and understood the contents of the
contract, as well as the attached Agency Contract Provisions, recognizes the limits of his/her authority and undertakes not to exceed such
authority.
7. Further, by signing this Agreement, the AGENT hereby certifies that no agreement exists between him/her and any company/entity that
prohibits or restricts his/her right to represent MP and/or MFP as its Agent; and that MP and/or MFP has affirmatively directed him/her
not to take, bring, or use, and that he/she has not taken, brought, or used, any confidential or proprietary information belonging to any
previous company/entity.

This Contract has been executed this _____ day of __________________ 20_______.

The Manufacturers Life Insurance Co. (Phils.), Inc. Manulife Financial Plans, Inc.

______________________________________________________ ______________________________________________________
Richard Bates Richard Bates
President and Chief Executive Officer President and Chief Executive Officer

______________________________________________________ ______________________________________________________
Agent’s Printed Name Agent’s Signature

______________________________________________________ ______________________________________________________
Agent’s Address Agent’s Code
Agency Contract Provisions
Purpose of Contract
1. This Agency Contract (“Contract”) is designed to help an AGENT of MP and/or MFP become a true professional in the life insurance
and/or pre-need industry/ies and to represent their proprietary brand excellently. All provisions herein are intended to keep the AGENT
within safe and ethical bounds of the business, resulting in a long, productive and beneficial career.

Term of Contract

2. This Contract shall be deemed valid and binding only upon the procurement, and continued possession, by the AGENT of all national and
local governmental and regulatory licenses and approvals necessary for the AGENT to render his/her services as AGENT for MP and/or
MFP.

3. MP and/or MFP shall periodically evaluate the AGENT’s compliance with the following agreed standards:

a. Production qualifications, and/or validation requirements, as set out and updated through Circulars, which shall constitute part of
this Contract; and
b. Professional behavior and ethics against standards, which may be prescribed by MP and/or MFP, the Insurance Commission,
Securities and Exchange Commission and other applicable regulatory bodies in order to protect brand excellence and the public.

Agent’s Status

4. This Contract shall be interpreted to create only the relationship of Agent-Principal between the AGENT and MP and/or MFP as defined
and classified by the provisions of the Civil Code and/or pertinent provisions of the Insurance Code/Pre-Need Code. The following rules
shall apply for any person working for the AGENT in any capacity.

a. Where the AGENT engages any other person/s as his/her personal employee or secretary or messenger, or in any other capacity,
(hereinafter referred to as the “AGENT’s Assistant”) to assist in the performance of the AGENT’S duties and obligations herein, such
AGENT’s Assistant shall not be considered, under any circumstance, as the employee, AGENT or representative of MP and/or MFP.
b. The AGENT, being the employer of the AGENT’s Assistant, shall have exclusive control and supervision over such personnel and shall
have the sole right to determine the terms and conditions of their hiring and/or employment. The AGENT shall, likewise, have the
exclusive responsibility of complying with all laws, rules and regulations including but not limited to those pertaining to labor and
employment as regards the person/s he/she engages.
c. MP and/or MFP does not authorize the AGENT’s Assistant to perform any agency function on behalf of MP and/or MFP, including
collecting and receiving premiums, installments or any other amounts or things of value for MP and/or MFP.
d. If the AGENT, nevertheless, allows the AGENT’s Assistant to perform any agency function on behalf of MP and/or MFP, including
collecting payment of premium/installments from any policyholder, planholder or client of MP or MFP and the AGENT’s Assistant failed
to remit to MP and/or MFP such amounts, the AGENT agrees to be jointly and severally responsible and liable to MP and/or MFP for
any such loss or damage, without necessity of demand. Nothing herein shall be construed as limiting the cause of action which MP
and/or MFP may deem proper to take against the AGENT and the AGENT’s Assistant.
e. Furthermore, by virtue of their relationship as employer-employee, the AGENT and AGENT’s Assistant, shall have the joint, solidary, and
primary obligation of, and liability and responsibility for, collecting, handling, safekeeping, transmitting, sharing, and protecting the
personal information of Customers, in accordance with the Data Privacy Act of 2012 and its implementing rules and regulations. As
such, both the AGENT and AGENT’s Assistant warrant that the Customers’ written data privacy consent has been obtained prior to the
processing of their personal data. Thus, it is the obligation of the AGENT, as the employer, to continuously educate, instruct, and
familiarize the AGENT’s Assistant with the data privacy obligations provided for in this Agreement, MP’s and/or MFP’s prevailing
policies, and/or pertinent data privacy laws.

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Principal/s’ Instructions and Agent’s Authorities

5. Agent’s General Obligation. In accordance with the instructions of MP and/or MFP as the Principal/s, which are based on the laws on
Principal and Agency relationship provided in the Civil Code, particularly Article 1887 thereof, and/or pertinent provisions of the Insurance
Code/Pre Need Code, the AGENT undertakes to observe and perform his/her duties as an agent of MP and/or MFP and shall comply with
the terms and conditions of this Contract, including, but not limited to, the Agent’s Code of Business Conduct and Ethics (ACOBE) and
other present or future rules and regulations issued by MP and/or MFP, the Insurance Commission, Securities and Exchange Commission
and other applicable regulatory bodies.

6. The AGENT undertakes to achieve and deliver the minimum performance standards and sales objectives set by MP and/or MFP in their
Agency Circulars, as a condition for the continuation of this Contract. AGENT agrees to bind himself/herself to the standards and/or
circulars that may be prescribed or issued relative to the sales volume or output level

Agent’s Business Conduct

7. The AGENT undertakes to conduct his business with integrity and honesty. The AGENT undertakes to exercise good conduct, observe
proper decorum and ethical business practices in his/her dealings with the prospects and clients at all times, as well as in his/her dealings
with employees or personnel of MP and/or MFP.

8. The AGENT undertakes to live out the core value of integrity, placing the interests of his clients and of MP and/or MFP above and before
his own, providing suitable financial solutions to meet client’s needs through insurance, investments and pre-need plans that are
appropriate and affordable. The AGENT undertakes to always be clear in his/her presentation.

9. The AGENT undertakes to be transparent in his/her dealings with clients and be truthful about the features of policies and plans being
offered. He/She undertakes to communicate and present all applicable financial solutions and options, making full and adequate
disclosure of all facts necessary for the client to make the most intelligent and best informed decision applicable for long term benefit.

10. The AGENT undertakes to refrain from making any misrepresentation, false statements or guesses about products in order to force a sale
or lead a client to purchase an insurance product, investment plan, pre-need product based on wrong premises and unconfirmed
information.

Solicitation of Business

11. The AGENT undertakes to engage only in soliciting insurance and/or pre-need products if he/she has been licensed to sell under MP and/or
MFP by the Insurance Commission, Securities and Exchange Commission or other applicable regulatory bodies.

12. The AGENT undertakes to personally see the proposed insured or pre-need client. The AGENT undertakes to ensure that the proposed
insured is in good health before any application, health statement or reinstatement form is personally signed by the proposed insured and
pre-need client and witnessed by the AGENT.

13. The AGENT undertakes to be present at the time of the sale and at the time of signing of the proposal form, application for reinstatement
and other forms for policy changes by the prospect/client and also undertakes to participate in the product presentation to
prospect/client.

14. Know-Your-Customer Requirements – The AGENT undertakes to abide by the Know Your Customer (“KYC”) policy of MP and/or MFP
and other KYC related issuances of regulatory bodies.

15. For safety and security reasons, the AGENT undertakes not to make the Client pre-sign any blank or incomplete form such as insurance
application form, investment withdrawal form, policy request form, cash surrender request, etc. Information in the documents must be
completed before the client actually signs and dates the document on date of signing.

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16. Only official sales illustrations generated from the computer programs authorized by MP and/or MFP shall be used or submitted by the
AGENT to prospects for their evaluation prior to sale and for permanent reference. Customized personal or agency sales illustrations with
unsanctioned projections shall not bind and not be honored by MP and/or MFP.

17. Poaching of Clients and Business In-Process – The AGENT undertakes to respect the business and clients of other AGENTS, in the
same way that his/her businesses will also be respected, especially if the client is being serviced properly. Any dispute arising from
poaching of clients and business in process will be resolved by Management of MP and/or MFP following the standard Agency Resolution
Protocol.

Underwriting

18. Full Disclosure – The AGENT undertakes to disclose and accurately report to MP and/or MFP every fact and circumstance within his/her
knowledge that is relevant to the acceptance of the application of a life policy or pre-need plan, including applications for reinstatement
and policy/plan changes. All losses suffered by MP and/or MFP by reason of or in relation to the AGENT’S failure to comply with the
required full disclosure shall be fully paid or indemnified by the AGENT.

19. Right to Investigate - MP and/or MFP reserves the right to investigate any proposed business submitted by the AGENT without giving
any reason for such action.

Collection and Remittance of Premium/ Installment/ Policy Loan

20. All monies, properties or securities collected or received for, or on behalf of MP and/or MFP by the AGENT, while in his/her custody, shall
be held by him/her in a fiduciary capacity. The AGENT undertakes not to use the same for any purpose, and shall remit the same to MP
and/or MFP in accordance with their instructions, rules and regulations, immediately upon the AGENT’S receipt thereof in the same form
as when it was received.

21. The AGENT undertakes to prevent any misappropriation of premium/installment and loan repayment including but not limited to diversion,
kiting, delay and non-remittance of premiums/installments and loan repayment.

22. The AGENT undertakes not to mix personal business with MP and/or MFP insurance and/or pre-need business, nor mix client’s payments
with personal funds and needs.

23. Handling of Provisional Receipts –The AGENT undertakes to immediately issue to the client the MP and/or MFP-issued Provisional
Receipt (“PRs”) upon receipt of the money due or become due to MP and/or MFP. The AGENT shall avoid using PRs issued to another
AGENT, unless use was due to reasons acceptable to MP and/or MFP. The AGENT undertakes to take reasonable care over the handling of
the PRs and shall take full responsibility on any loss or damage thereto.

24. Designated Check Payments – The AGENT undertakes to ensure that client’s check payment , inter-bank transfers are to be made
directly to MP and/or MFP only and not to the AGENT’s name. The payment must also indicate the policies and/or plans that are being
paid for. The AGENT undertakes to neither accept nor issue a receipt for any payment in check unless the same is issued to MP and/or
MFP

25. Post Dated Checks - The AGENT undertakes to give an Acknowledgement of Post Dated Checks (APDC) to the Client. The AGENT
undertakes not to accept post-dated checks intended for premium payments or for plan installments already due unless such arrangement
has been authorized in writing by MP and/or MFP. The AGENT undertakes to turn over all post-dated checks intended for
premium/installment payments to the authorized cashier, in accordance with MP and/or MFP’s instructions, rules and regulations,
immediately upon receipt thereof.

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Documentation

26. The AGENT undertakes not to fabricate, forge any required signature, substitute, alter, add, erase any part of company forms and
documents used in the business, including but not limited to the insurance application, reinstatement form, medical report, financial
report, provisional and official receipts.

27. The AGENT cannot apply for any policy change, reinstatement, change in mode of payment, or any other financial related request or
amendment without the written consent of the policyholder and/or planholder. Changes or alterations in the documents shall only be
accepted if applied for by client or if altered portion is countersigned by the client.
28. The AGENT undertakes, whenever MP and/or MFP requires, to submit a signed detailed report containing a true statement of all policies,
plans, receipts or notes in the AGENT’S custody and of policies/plans and receipts returned therewith for cancellation, as well as every item
of business conducted by the AGENT in connection with this Contract.

29. All documents, policy records, agency materials, sales presentation materials, provisional receipts, vouchers, paraphernalia and other
materials received by the AGENT from MP and/or MFP are the property of MP or MFP, and, as such:
a. Shall be open to MP and/or MFP for the purpose of examination;
b. Must be turned over to MP and/or MFP upon demand; and
c. Must be turned over to MP and/or MFP upon termination of this Contract without necessity of demand.

Policy Contract/ Plan Agreement Delivery

30. When delivering the policy contract, the AGENT undertakes to personally see the person insured and check if the latter is still in good
health.

31. The AGENT shall be responsible for delivering the policy contract and/or plan agreement and take time to properly explain the policy, plan
or investment features, benefits, riders and corresponding self-supporting period, disclaimers, etc. In the case of Variable life policies, the
AGENT shall make the client sign a Policy Confirmation Receipt as proof that the policy had been properly explained and delivered.

32. For Variable life policies, the AGENT undertakes to remind Clients of the 15-day Free Look period. The AGENT also undertakes to
inform the client about the gains and risks involved in the investments chosen.

Limitations on Agent’s Authority

33. The AGENT’S powers and authority under this Contract shall extend no further than as expressly stated herein and in the circulars, rules
and regulations of MP, MFP and by applicable regulatory bodies.

34. The AGENT undertakes not to assume to bind MP and/or MFP in any contract or agreement, nor shall he/she have the authority to make,
alter, modify or discharge any contract, or waive any forfeitures, or incur any liability or debt against MP and/or MFP.

35. The AGENT is not authorized by MP and/or MFP to:

a. Solicit insurance and/or pre-need products if any required regulatory license to sell for MP and/or MFP has been revoked, cancelled,
expired or not renewed;
b. Advance premiums/installments, whether partially or in whole, on behalf of his/her clients, regardless of whether payment is at the
request of or with the consent of the client;
c. Pay back any part of the premium or offer any rebate or discount on the premium as an incentive or inducement to the client to buy
from him/her, or giving/selling, as an inducement to purchase insurance, any form/kind of valuable consideration not specified in the
insurance policy. (also known as Rebating);
d. Facilitate or induce any policyholder to generate funds from the cash values in an existing insurance policy in MP or in another
insurance company regardless of its age, in order to fund a new one. (also known as Policy Replacement through Churning);
e. Facilitate or induce any policyholder to replace his/her financial products, policies and/or riders with another financial products,
policies and/or riders in a manner detrimental to the client. (also known as Policy Replacement through Switching)

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 f. Make any misrepresentation or incomplete comparison for the purpose of inducing an insured/ planholder of MP, MFP or any of its
affiliates to convert, lapse, forfeit or surrender his/her plan/policy therein;
g. Induce any other agent, agency leader, employee or representative of MP and/or MFP to leave its service. (also known as Poaching);
h. Make derogatory and unreasonable remarks about competing policy/plans, agent or company. (also known as Knocking);
i. Publish advertisements, promotions and articles, using the name and/or logo of MP and/or MFP without prior written authority and
clearance from MP and/or MFP. These include media advertisement, sales and marketing flyer, poster, proposal, circular, letters,
calling card, or verbal references involving MP and/or MFP or their affiliates in any form of mass communications, such as TV, print,
radio, internet or computer media;
j. Establish any office representing MP and/or MFP or use the intellectual property owned and/or licensed in favor of MP and/or MFP
including its affiliates, or put up any signage or internet postings bearing their trade name, names and/or logos of MP and/or MFP
without the latter’s prior written consent or as otherwise authorized in this Contract;
k. Utilize the facilities provided by MP and/or MFP to conduct activities that do not directly or indirectly benefit MP and/or MFP or any of
its affiliates, regardless whether such activities are related to insurance/pre-need or not;
l. Endorse, offer, or sell products or services of the competitors of MP and/or MFP or their affiliates without prior written clearance from
MP and/or MFP; and
m. Perform any act or render any service that is detrimental to the interest of MP and/or MFP.

Agent’s Commissions and Incentives

36. Entitlement. The AGENT shall be entitled to commissions and other incentives set forth in the attached Schedules and Memorandum on
Agency Incentives. The AGENT’s commissions shall be based on the premiums and/or installments paid in full and actually received by MP
and/or MFP on policies and/or plans obtained by the AGENT while this Contract is in full force and effect. MP and/or MFP may change any
of these Schedules at any time and at its sole discretion and prerogative, provided prior notice or announcement is made by MP and/or
MFP through Agency Circulars or Memorandum.

37. The AGENT shall have no claim for commission on any plan or policy unless his name appears on the application for such plan or policy as
the AGENT therefore.

38. Joint Business. All business secured by more than one AGENT shall be understood as joint business and the commission for the same
shall be divided as agreed upon and indicated in the application form, or in the absence of such agreement, equally among the AGENTS
whose names and signatures appear in the application.

39. Replacement of Policies. Any and all policy/plans replacement/s shall be effected with a production and commission adjustment,
subject to MP and/or MFP’s Policy Replacement Guidelines.

40. Lien. MP and/or MFP shall have a first and paramount lien on all money standing to the credit of the AGENT for any of the latter’s debt or
accountability due to MP and/or MFP. This lien shall not be extinguished by the termination of this Contract. The following are the effects
of this lien:
a. MP and/or MFP shall have no obligation to pay and shall have the right to withhold any and all commissions and incentives on any and
all violations of the Agent’s Contract, Agency Guidelines, Memorandum, Circulars and other applicable rules by governing regulatory
bodies.
b. The AGENT hereby unconditionally authorizes MP and/or MFP to offset against any sum due the AGENT on any debt, obligation or
liability; provided the AGENT was not terminated for cause (referred to in Paragraph. 43). This authorization shall not create a cause
of action against MP and/or MFP when it withholds such sums of money from the AGENT.
c. The AGENT undertakes to return to MP and/or MFP all amounts advanced/realized, commissions, and other incentives received from
payment(s) from cancelled, rescinded, or “not taken” plans or policies. MP and/or MFP shall be authorized to automatically charge the
AGENT’s account with the amount of commissions and incentives previously credited, including such other incidental or related
expenses incurred in the issuance of the cancelled policy and/or plan.

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41. Business expenses, fees, and other charges. The AGENT is solely responsible for all expenses in carrying out the agency relationship
under this Contact. Cancellation charges (including default fees, policy fees, medical examination fees or any other such fees) on
insurance and pre-need contracts solicited by the AGENT shall be assessed against him/her conformably to MP’s and/or MFP’s rules and
regulations.

42. Subject to the provisions on TERMINATION OF CONTRACT, the parties agree that the AGENT shall not be entitled to any commission, or
other incentives, which may be due or payable on any policy or plan obtained by the AGENT, immediately after the effective date of
termination of this Contract.

Termination of Contract

43. Termination for Cause. This Contract may be terminated immediately by MP and/or MFP, by serving notice to the AGENT, if the AGENT
commits any of the following acts:
a. Fails to remit, or unnecessarily delay the remittance of premiums and/or installments collected by him/her under this Contract;
b. Fails to meet the agreed minimum performance or reportorial requirements of MP and/or MFP in terms of production, case count,
persistency standard, and other related parameters, based on MP and/or MFP agreed standards, as the same may be amended,
revised, or set by MP and/or MFP, where applicable, or in superseding circulars;
c. Serves another life insurance or pre-need company or any other industry affiliated with another pre-need or life insurance company, in
whatever capacity, unless so authorized in writing. (This shall also apply to the AGENT’s immediate family members);
d. Induces or tries to induce any of the employees or representatives of MP and/or MFP or any of their subsidiaries, affiliates, (collectively
referred to hereafter as the “Manulife Group”) and Agents or other persons associated now or hereafter with the Manulife Group to
leave their service;
e. Discloses any confidential or proprietary information of MP and/or MFP or any of their subsidiaries, affiliates, Agents or other persons
associated now or hereafter with the Manulife Group, without MP and/or MFP’s prior written consent;
f. Participates, directly or indirectly, or in collusion with others, in the filing of false or fraudulent applications for insurance or pre-need
plans or other insurance or pre-need related forms, or a claim against, MP and/or MFP, including affiliated companies;
g. Renders any false statement or misrepresentation in his/her application or other related documents in order to be contracted as an
agent of MP and/or MFP, or qualify for incentives;
h. Manipulates sales to qualify for incentives, contest, conferences and promo of MP and/or MFP;
i. Resorts to unethical practices in solicitation of life insurance, including but not limited to rebating, forgery, kiting, pooling;
j. Commits or attempts to commit, by himself or in collusion with others, act or acts to defraud MP and/or MFP or any of its affiliates;
k. Fails to conduct his business with integrity, professionalism and ethical standards required by MP and/or MFP, Insurance Commission,
Securities and Exchange Commission or other applicable regulatory bodies;
l. Commits any other offense as shall affect the trust and/or confidence reposed on him as an AGENT of MP and/or MFP;
m. Commits such other acts beyond the scope of his/her authority as specified herein.

44. Automatic Termination. This Contract shall terminate automatically for any of the following causes without need for notice and without
giving any reason:
a. By withdrawal of MP and/or MFP from the territory where AGENT is operating;
b. When AGENT is being prosecuted or discovered to be prosecuted for any criminal proceedings;
c. When AGENT is undergoing bankruptcy proceedings or adjudged as bankrupt;
d. Death, or physical or mental disability of AGENT; or
e. Revocation, cancellation, expiry or non-renewal of the AGENT’s required regulatory license to sell. This is also applicable to such other
government or regulatory licenses and approvals necessary for the agent to render his services as AGENT for MP and/or MFP.

45. Termination by any Party. The AGENT or MP and/or MFP may terminate this Contract, even without cause, by giving the other party at
least fifteen (15) calendar days’ prior written notice. However, any AGENT who terminates this Agreement in order to avoid investigation for
violation of any provision of this Contract may be subject to continuous investigation and the imposition of appropriate sanctions.

46. Effects of Termination. Upon termination of this contract, the AGENT undertakes to promptly account for and pay in cash to MP and/or
MFP any and all sums due hereunder, and to immediately return to MP and/or MFP all documents, policy records (contact details such as
latest addresses, contact number of the clients ) and agency materials (provisional receipts, paraphernalia and other materials, which

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 he/she may have received therefrom, whether kept in electronic form or otherwise). The AGENT shall sign an agreement with MP and/or
MFP stating that the AGENT has returned all such documents and data above to MP and/or MFP, and no longer holds any such copies in
any manner whatsoever. The AGENT shall also cease from servicing clients and from collecting payments.

Other effects of termination are as follows:

a. Termination for Cause - Except for Provision No. 43 b), in case of termination of this Contract for cause, any and all of AGENT’s
rights hereunder and under any previous contract, including but not limited to commissions, incentives and other entitlements shall be
deemed revoked and forfeited in favor of MP and/or MFP as liquidated damages, in addition to any and all other legal remedies
available to MP and/or MFP to protect their interests and those of their policy and plan holders.

b. Termination with Required Agency Service - If this Contract has been in force for at least fifteen (15) years, [or ten (10) years in
the case of AGENT under contract with MP prior to March 1, 2001] and thereafter, terminated for any cause other than the death of the
AGENT or cancellation pursuant to provisions on Termination for Cause provided herein, MP and/or MFP shall pay the AGENT
commissions on premiums/installments paid to MP and/or MFP after the termination of this Contract on policies put in force by the
AGENT under this Contract. Should the AGENT be affiliated with another insurance and/or pre-need company/ies, the AGENT’s
entitlement under this paragraph shall cease.

c. Termination due to Disability - In case of termination of this Contract due to the AGENT’s physical or mental disability, as defined
below, any unclaimed basic commissions and /or future renewal commissions shall be payable to the AGENT as they fall due, subject
to existing Agency Disability Income Benefit provision of the Agency Benefit Manual. Should the AGENT be affiliated with another
insurance and/or pre-need company/ies, the AGENT’s entitlement under this paragraph shall cease.

“Disability” is herein defined as the inability, on account of illness or accidental bodily injury, to perform, substantially, the agency
function to produce the minimum agreed production qualifications and validation requirements as reflected in the Circulars of MP
and/or MFP. A state of disability shall be established by a medical certificate attested to by a physician acceptable to, or designated by
MP and/or MFP. Should the AGENT be affiliated with another insurance and/or pre-need company/ies, the AGENT’s entitlement under
this paragraph shall cease.

d. Termination due to Death – If this Contract is terminated by the death of the AGENT, the Group Life Insurance incentive and any
benefits arising from the Agent’s Savings Incentive, if the AGENT is so qualified for such incentive, is payable. No further commissions
or entitlements shall be payable.

e. Assignment of Orphaned Policies/Plans – To ensure the continuous servicing of policyholders and/or planholders, MP and/or MFP
reserves the right to assign the orphaned policies and/or plans formerly serviced by AGENT whose contract has been terminated for
any reason, subject to the pertinent rules of MP and/or MFP.

f. Right to withhold clearance and last pay. MP and/or MFP reserves the right to withhold any clearance and last pay of the AGENT
until after full and final audit has been completed and the required documents have been satisfactorily turned over and the AGENT has
been cleared of all accountabilities.

g. Right to publish. Upon the termination of this Contract, for whatever reason, the AGENT irrevocably authorizes MP and/or MFP to
publish notices in any national or local newspaper or dispatch letters or notices to its policyholders/planholders and the general public
of the termination of this Contract and the fact that the AGENT shall no longer be authorized to solicit any business for MP and/or
MFP, collect any premiums/installments or other payments, or offer service of any kind for, or in any way, to bind MP and/or MFP.

h. The termination of this Contract by MP and/or MFP shall be without prejudice to such other rights and remedies as may be available
under existing laws, rules and regulations.

i. MP and/or MFP may enter into a new agency agreement with the AGENT at MP’s and/or MFP’s sole discretion provided MP and/or
MFP is satisfied that the AGENT will continue to be active in the production of new business and the servicing of the policyholders.

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Miscellaneous Provisions

47. Entire Agreement. This Contract shall constitute the entire agreement between the AGENT and MP and/or MFP and supersedes any
and all prior contracts between the parties, whether oral or written, with respect to the same subject matter and all such prior contracts
are canceled as at the effective date hereof; but shall not affect any bond given thereunder, nor extinguish any outstanding debt, obligation
or liability as well as any security therefor, of the AGENT to MP and/or MFP which shall hereinafter be subject to this Contract, unless
otherwise excluded by MP and/or MFP in writing.

48. Amendments/ Revisions. MP and/or MFP reserves the right to revoke or change the provisions of this Contract provided that such
changes are communicated to the AGENT at least thirty (30) days prior to the effectivity of any change. The foregoing notwithstanding,
this Contract is subject to amendments made through circulars, memoranda and other written communication issued and to be issued by
MP and/or MFP.

49. Governing Law. This Contract shall be governed by and shall be construed in accordance with the laws in force in the Republic of the
Philippines and, in the event of litigation, the venue for any and all proceedings arising out of this Contract shall be in the proper courts of
the place where MP and/or MFP shall have its principal office to the exclusion of all other venues.

50. Lawsuits. All costs, attorney’s fees and damages arising from any lawsuits brought against MP and/or MFP in consequence of any
unauthorized action or statement of the AGENT, shall be paid or indemnified by the AGENT.

51. Notices/ Communications. Any notice from one party shall be deemed to have been sufficiently given if sent through any of the
following means: (a) facsimile to the other party’s known facsimile number, (b) registered mail and/or via courier to the last known address
or address appearing hereon or the registered office addresses of MP and/or MFP, (c) official company electronic mail address, or (d)
personal email address of the AGENT, as the case may be. A notice sent by facsimile or electronic mail shall be deemed to have been
received by the addressee on the date it is sent.

52. Reference to Policies, Rules and Regulations. The rules and regulations (applicable to Agents) of MP and MFP which are now in
force, including the Agency Rules and Guidelines (code of conduct applicable to Agents), policies and circulars, as well as such rules and
regulations as may from time to time be issued by MP and/or MFP, by applicable regulatory bodies, which are designed for the protection
of MP and MFP’s clients, shall constitute an integral part of this Contract and made applicable hereto.

53. Non-Waiver of Rights. The failure of MP and/or MFP to insist in one or several instances upon a strict compliance of the terms and
conditions of this Contract, or any part hereof, or the failure by one of the party to perform in one or several instances its duties and
obligations herein, shall not operate as a waiver of such terms and conditions or as a release from the performance by such Agent of its
duties and obligations.

54. Data Privacy Consent. By signing this Agreement, in accordance with the provisions of the Data Privacy Act of 2012 and its
implementing rules and regulations, the AGENT hereby gives his/her express consent and tacit authorization as a Data Subject allowing
MP and/or MFP, and/or its representatives and service providers, to obtain, examine, process, store, and disclose his/her confidential,
personal, and/or sensitive information for purposes of this Agreement and for any legitimate business purpose as MP and/or MFP may
deem appropriate. The AGENT further agrees to indemnify, release, and hold MP and/or MFP free and harmless from any and all liabilities,
damages, suits, claims, or expenses as may result, or arise from, erroneous, incorrect, or inaccurate confidential, personal, and/or
sensitive information, or such transfers that are in violation of this Agreement and/or existing laws.

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