1. Parties: Identification of the supplier and customer, including full legal names, registration details, and addresses
2. Background: Context of the agreement, existing relationship between parties, and purpose of the SMI arrangement
3. Definitions: Detailed definitions of technical terms, operational metrics, and key concepts used throughout the agreement
4. Scope of Services: Detailed description of inventory management services, including monitoring, replenishment, and reporting obligations
5. Ownership and Risk: Clear statement on inventory ownership, transfer of title, and risk allocation between parties
6. Operational Procedures: Day-to-day management procedures, including inventory monitoring, ordering, and replenishment processes
7. Service Levels: Specific performance metrics, minimum inventory levels, and response times
8. Pricing and Payment: Pricing mechanism, payment terms, and invoicing procedures
9. Technology and Systems: Requirements for inventory management systems, data sharing, and integration
10. Audit and Reporting: Rights of inspection, inventory counting procedures, and reporting requirements
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement, renewal terms, and termination rights
13. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
14. Force Majeure: Events excusing performance and related procedures
15. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
