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1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses

2. Background: Context of the agreement, including brief description of the business relationship and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of distributor appointment and defined territorial limits

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Distribution Rights and Obligations: Core rights and responsibilities of the distributor

7. Supplier Obligations: Core obligations of the supplier including supply terms and support

8. Ordering and Delivery: Process for placing orders and delivery requirements

9. Prices and Payment: Pricing structure, payment terms, and related financial provisions

10. Intellectual Property: Protection and permitted usage of trademarks and other IP

11. Confidentiality: Protection of confidential information exchanged between parties

12. Limitation of Liability: Limitations on parties' liability and indemnification provisions

13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

1. Schedule 1 - Products: List of products covered by the distribution agreement

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Prices and Commercial Terms: Detailed pricing structure, discounts, and payment terms

4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values for minimum purchases if applicable

5. Schedule 5 - Performance Targets: Detailed KPIs and sales targets if applicable

6. Schedule 6 - Technical Specifications: Product specifications and technical requirements

7. Schedule 7 - Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding

8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns