1. Parties: Identifies and provides full details of the contracting parties - the principal company and the marketing agency/representative
2. Background: Contextual information explaining the purpose of the agreement and the parties' intention to enter into an exclusive marketing arrangement
3. Definitions: Defines key terms used throughout the agreement including Territory, Products/Services, Marketing Services, Exclusivity Period
4. Appointment and Scope: Establishes the exclusive appointment and clearly defines the territorial scope and products/services covered
5. Term and Exclusivity: Specifies the duration of the agreement and the nature of the exclusive relationship
6. Marketing Services: Details the specific marketing services to be provided, including promotional activities, advertising, and brand management
7. Performance Standards: Establishes minimum performance requirements and KPIs for the marketing services
8. Fees and Payment Terms: Outlines the compensation structure, payment schedule, and any performance-based incentives
9. Intellectual Property Rights: Addresses the use and protection of trademarks, copyrights, and other IP during marketing activities
10. Confidentiality: Protects confidential information shared between parties during the course of the agreement
11. Representations and Warranties: Contains standard representations and specific warranties related to marketing capabilities and compliance
12. Termination: Specifies conditions for termination, including breach, convenience, and consequences of termination
13. Post-Termination Obligations: Outlines obligations and restrictions that survive after the agreement ends
14. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices
