1. Parties: Identification of the Fund Manager/Provider and the Distributor, including regulatory status and licenses
2. Background: Context of the agreement, including brief description of the funds and distribution arrangement
3. Definitions: Key terms used throughout the agreement, including regulatory terms and fund-specific definitions
4. Appointment and Scope: Terms of distributor appointment, territory, exclusivity/non-exclusivity, and permitted activities
5. Regulatory Compliance: Obligations regarding SFC requirements, licensing, and other regulatory obligations
6. Distribution obligations: Specific duties of the distributor including marketing, client onboarding, and subscription processing
7. Fees and Commission: Commission structure, payment terms, and related financial arrangements
8. AML and KYC Requirements: Anti-money laundering and know-your-client obligations
9. Marketing and Materials: Requirements for marketing materials and approval processes
10. Reporting and Records: Required reports, record-keeping obligations, and audit rights
11. Representations and Warranties: Standard and specific warranties from both parties
12. Confidentiality: Confidentiality obligations and permitted disclosures
13. Data Protection: Compliance with PDPO and data handling requirements
14. Indemnification: Mutual indemnification provisions and liability allocation
15. Term and Termination: Duration, renewal, and termination provisions
16. Post-Termination: Obligations and rights after termination
17. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
