1. Parties: Identification of the appointing entity and the management company, including their registered addresses and company details
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of entering into the management arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Scope: Express appointment of the manager, confirmation of exclusivity, and detailed scope of management services
5. Term and Renewal: Duration of the agreement, commencement date, and provisions for renewal
6. Manager's Rights and Obligations: Detailed responsibilities, authority levels, and specific duties of the manager
7. Client's Obligations: Responsibilities and commitments of the appointing entity, including cooperation and information provision
8. Exclusivity Provisions: Specific terms ensuring and defining the exclusive nature of the arrangement
9. Fees and Payment Terms: Management fees, payment schedule, expenses, and any performance-based compensation
10. Representations and Warranties: Standard and specific warranties from both parties
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination, notice periods, and consequences of termination
13. Post-Termination Obligations: Obligations surviving termination, handover requirements, and transition arrangements
14. Indemnification: Mutual indemnification provisions and liability limitations
15. Governing Law and Dispute Resolution: Choice of Indian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
