1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into an exclusive distribution relationship
3. Definitions: Definitions of key terms used throughout the agreement, including 'Products', 'Territory', 'Intellectual Property Rights', and 'Confidential Information'
4. Appointment and Scope: Grant of exclusive distributorship rights, definition of territory, and exclusivity provisions
5. Term: Duration of the agreement, including commencement date and any renewal provisions
6. Supplier Obligations: Detailed obligations of the supplier including product supply, support, training, and marketing assistance
7. Distributor Obligations: Comprehensive list of distributor's duties including minimum purchase requirements, marketing efforts, and reporting obligations
8. Prices and Payment Terms: Product pricing structure, payment terms, currency, and price adjustment mechanisms
9. Ordering and Delivery: Procedures for ordering products, delivery terms, and acceptance criteria
10. Quality Control and Product Standards: Quality requirements, compliance with standards, and handling of defective products
11. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Non-Competition: Competition restrictions during and after the agreement term
14. Termination: Grounds for termination, notice periods, and termination procedures
15. Post-Termination: Rights and obligations after termination, including handling of remaining stock
16. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
