1. Parties: Identification of the manufacturer/supplier and the appointed distributor with full legal names and addresses
2. Background: Context of the agreement, including brief description of the business relationship and parties' capabilities
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Express appointment of distributor, definition of exclusive territory, and scope of exclusivity
5. Products: Description and scope of products covered under the distribution agreement
6. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
7. Distributor's Rights and Obligations: Core responsibilities including sales targets, marketing efforts, and service standards
8. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training
9. Pricing and Payment Terms: Product pricing structure, payment terms, and price revision mechanisms
10. Minimum Purchase Commitments: Required minimum purchase quantities or values and consequences of non-achievement
11. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP, and related restrictions
12. Confidentiality: Protection of confidential information exchanged between parties
13. Non-Competition: Restrictions on competing activities during and after the agreement
14. Representations and Warranties: Standard warranties regarding authority, product quality, and compliance
15. Liability and Indemnification: Allocation of risks and responsibilities between parties
16. Force Majeure: Provisions for handling unforeseen circumstances affecting performance
17. Governing Law and Dispute Resolution: Choice of law and mechanisms for resolving disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
