1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement, including specific industry terminology
4. Scope of Exclusivity: Detailed description of the exclusive rights granted, including specific products/services covered
5. Territory: Geographic area where the exclusive rights apply
6. Duration and Term: Length of the agreement, including start date, initial term, and renewal provisions
7. Obligations of Party Granting Exclusivity: Specific commitments and duties of the party granting the exclusive rights
8. Obligations of Exclusive Party: Requirements, minimum performance standards, and commitments of the party receiving exclusive rights
9. Payment Terms: Financial arrangements, including pricing, payment schedules, and any minimum purchase requirements
10. Quality Control: Standards and specifications that must be maintained
11. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Grounds for termination, notice requirements, and consequences of termination
14. Post-Termination Obligations: Duties and restrictions that survive after agreement ends
15. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
