1. Parties: Identification of the principal/supplier and the exclusive seller, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of both parties' businesses, and the purpose of entering into an exclusive selling arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Exclusive Rights', and other relevant terms
4. Appointment and Scope: Clear statement of the exclusive seller's appointment, scope of exclusivity, and territorial limitations
5. Term and Renewal: Duration of the agreement, commencement date, and conditions for renewal
6. Rights and Obligations of the Seller: Detailed responsibilities of the exclusive seller, including sales targets, marketing obligations, and reporting requirements
7. Rights and Obligations of the Principal: Principal's commitments, including supply guarantees, support provisions, and training obligations
8. Pricing and Payment Terms: Product pricing structure, payment terms, currency, and price adjustment mechanisms
9. Minimum Performance Requirements: Specific sales targets, minimum purchase quantities, and consequences of not meeting these requirements
10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP, including restrictions and protections
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 of both parties after the agreement ends, including inventory handling and customer transition
14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
15. General Provisions: Standard clauses including force majeure, notices, amendments, and assignment restrictions
