1. Parties: Identification of the marketplace operator and the vendor, including their complete legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the marketplace platform and its purpose
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Services: Description of the marketplace platform services and vendor participation rights
5. Vendor Obligations: Core responsibilities of the vendor including product quality, accurate listings, pricing, and delivery commitments
6. Platform Obligations: Marketplace operator's responsibilities including platform maintenance, payment processing, and support services
7. Registration and Onboarding: Process and requirements for vendor verification and account setup
8. Product Listings and Content: Requirements and restrictions for product listings, including content standards and prohibited items
9. Pricing and Payments: Commission structure, payment terms, currency, and payment processing procedures
10. Customer Service and Returns: Standards for customer service, return policy requirements, and dispute resolution procedures
11. Data Protection and Privacy: Obligations regarding personal data handling and compliance with the Data Privacy Act
12. Intellectual Property: IP rights, licenses, and protection of platform and vendor content
13. Term and Termination: Duration of agreement, renewal terms, and termination conditions
14. Representations and Warranties: Legal assurances from both parties regarding their capacity and compliance
15. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations
16. Confidentiality: Protection of confidential information and trade secrets
17. Governing Law and Jurisdiction: Application of Philippine law and jurisdiction for dispute resolution
18. General Provisions: Standard legal provisions including force majeure, notices, and amendment procedures
