1. Parties: Identifies and provides full details of the contracting parties - the principal/manufacturer and the exclusive seller
2. Background: Outlines the context of the agreement, including the principal's business, products, and intention to appoint an exclusive seller
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Appointment and Scope: Details the exclusive appointment, territory coverage, and products/services included
5. Term and Renewal: Specifies the initial duration of the agreement and any renewal provisions
6. Exclusivity Provisions: Defines the exact nature of the exclusivity, including any limitations or exceptions
7. Seller's Obligations: Lists all responsibilities and commitments of the seller, including sales targets and reporting requirements
8. Principal's Obligations: Details the responsibilities of the principal, including supply commitments and support provisions
9. Pricing and Payment Terms: Specifies pricing structure, payment terms, and any commission arrangements
10. Intellectual Property Rights: Addresses the use of trademarks, patents, and other IP in the selling process
11. Confidentiality: Protects confidential information exchanged during the business relationship
12. Termination: Details grounds for termination and the process for ending the agreement
13. Post-Termination Obligations: Specifies obligations and restrictions that survive after agreement termination
14. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and defines jurisdiction for dispute resolution
15. General Provisions: Includes standard boilerplate clauses such as force majeure, notices, and amendment procedures
