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1. Parties: Identification of the manufacturer/supplier and reseller, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into a reseller relationship

3. Definitions: Defined terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Scope of reseller appointment, exclusivity/non-exclusivity, defined territory, and any territorial restrictions

5. Reseller Obligations: Core responsibilities including sales targets, marketing requirements, customer service standards, and reporting obligations

6. Supplier Obligations: Manufacturer's commitments regarding product supply, support, training, and marketing assistance

7. Ordering and Delivery: Process for placing orders, delivery terms, acceptance procedures, and related logistics

8. Prices and Payment: Pricing structure, payment terms, invoicing procedures, and any volume discounts

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP, along with restrictions and protection obligations

10. Confidentiality: Protection of confidential information exchanged between parties

11. Term and Termination: Duration of agreement, renewal provisions, and grounds for termination

12. Post-Termination: Obligations and rights of parties after agreement termination

13. General Provisions: Standard clauses including governing law, dispute resolution, force majeure, and entire agreement

1. Schedule 1 - Products: List of authorized products covered by the agreement

2. Schedule 2 - Territory: Detailed description of authorized sales territory

3. Schedule 3 - Prices and Discount Structure: Current price list and applicable discount schemes

4. Schedule 4 - Minimum Purchase Commitments: Detailed quarterly/annual purchase targets if applicable

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for product sales and service

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding

7. Schedule 7 - Service Level Requirements: Detailed service level standards and metrics

8. Appendix A - Approved Customer Service Procedures: Standard operating procedures for customer service

9. Appendix B - Reporting Templates: Standard forms for required periodic reporting