EXCLUSIVE AFRICAN TERRITORY AGREEMENT

Strategic Representation, Distribution and Market Development

This Exclusive African Territory Agreement (“Agreement”) is made and entered into on this ___ day of __________ 20___

BETWEEN

TOPAK POWER TECHNOLOGY

A company duly incorporated under the laws of its country of registration
(hereinafter referred to as “TOPAK” or “Principal”)

AND

NEFTALY CORPORATE

A company duly registered in the Republic of South Africa
(hereinafter referred to as “NEFTALY” or “Exclusive Representative”)

TOPAK and NEFTALY shall collectively be referred to as “the Parties.”

1. PURPOSE

The purpose of this Agreement is to grant exclusive territorial rights to NEFTALY for the commercialization, management, deployment and operational expansion of TOPAK Power Technology products and solutions across Africa.

2. GRANT OF EXCLUSIVE TERRITORY

2.1 TOPAK hereby grants NEFTALY exclusive rights within the defined territory to:

• Market and promote TOPAK products
• Sell and distribute products
• Establish reseller and dealer networks
• Coordinate installations
• Manage compliance and certification
• Represent TOPAK before governments and institutions

2.2 During the validity of this Agreement, TOPAK shall not appoint any other distributor, agent, or representative within the Territory without written consent from NEFTALY.

3. TERRITORY

The Exclusive Territory includes:

Africa Continental Rights

• Republic of South Africa
• Southern Africa (SADC)
• East Africa
• West Africa
• Central Africa
• North Africa

Collectively referred to as “The African Territory.”

4. EXCLUSIVITY PROTECTION

TOPAK agrees that:

• All African market inquiries shall be referred to NEFTALY.
• Direct sales into the Territory shall only occur through NEFTALY.
• Online or international orders originating from Africa shall be coordinated with NEFTALY.
• No parallel distribution channels shall be established.

5. RIGHTS OF NEFTALY

NEFTALY shall have authority to:

✅ Establish national distributors
✅ Appoint sub-distributors
✅ Develop installation partners
✅ Establish regional warehouses
✅ Negotiate commercial opportunities
✅ Participate in public tenders
✅ Represent TOPAK in exhibitions and negotiations

Subject to agreed commercial policies.

6. PERFORMANCE REQUIREMENTS

To maintain exclusivity, NEFTALY shall:

• Develop annual African expansion plans
• Achieve mutually agreed sales targets
• Maintain operational presence in priority markets
• Provide quarterly performance reports
• Maintain trained technical networks

Performance targets shall be defined under Schedule A.

7. RESPONSIBILITIES OF TOPAK

TOPAK shall:

• Supply certified and compliant products
• Provide technical training and support
• Deliver product documentation
• Maintain manufacturing quality standards
• Provide warranty backing
• Support market development initiatives

8. BRAND & INTELLECTUAL PROPERTY

All trademarks and intellectual property remain owned by TOPAK.

NEFTALY receives authorized exclusive usage rights within Africa for:

• Marketing
• Sales
• Distribution
• Installation representation

Unauthorized use outside Territory is prohibited.

9. LOCALIZATION & COMPLIANCE AUTHORITY

NEFTALY shall act as:

• Compliance facilitator
• Importer or distributor of record (where applicable)
• Regulatory liaison
• Certification coordinator

Including but not limited to:

• Electrical compliance
• Environmental regulations
• Energy licensing
• Local participation requirements

10. COMMERCIAL STRUCTURE

Revenue may include:

• Distribution margins
• Representation commissions
• Installation management fees
• Maintenance contracts
• Service agreements

Commercial terms shall be detailed in Schedule B.

11. NON-CIRCUMVENTION

TOPAK agrees not to bypass, circumvent, or directly transact with clients introduced or developed by NEFTALY within the Territory during the Agreement term and for 24 months thereafter.

12. TERM

This Agreement shall remain valid for:

Ten (10) Years

Automatically renewable subject to performance compliance.

13. TERMINATION

Grounds for termination include:

• Material breach
• Failure to meet agreed targets
• Fraud or misconduct
• Insolvency
• Regulatory violations

Termination requires 180 days written notice.

14. TRANSFER & SUB-REPRESENTATION

NEFTALY may appoint:

• National representatives
• Installers
• Distribution partners
• Joint venture entities

Provided TOPAK brand standards are maintained.

15. CONFIDENTIALITY

Both Parties agree to maintain confidentiality regarding:

• Pricing
• Technology
• Clients
• Strategy
• Commercial negotiations

Confidentiality survives termination for 5 years.

16. FORCE MAJEURE

Neither Party shall be liable for delays caused by events beyond reasonable control including:

• Government restrictions
• Supply chain disruption
• Natural disasters
• Political instability

17. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by:

The Laws of the Republic of South Africa

Disputes shall be resolved through:

1. Good faith negotiation
2. Mediation
3. Arbitration

18. OFFICIAL COMMUNICATION

Authorized Partnership Communication Officer:

Saki Kweba
Communication Representative
Neftaly Corporate

19. ENTIRE AGREEMENT

This Agreement constitutes the full understanding between the Parties and supersedes prior negotiations.

20. SIGNATURES

FOR TOPAK POWER TECHNOLOGY

Name: __________________________
Title: __________________________
Signature: _______________________
Date: ___________________________

FOR NEFTALY CORPORATE

Name: Neftaly Malatjie
Title: Chief Executive Officer
Signature: _______________________
Date: ___________________________

✅ Recommended Schedules (Very Important)

Schedule A — African Sales Performance Targets
Schedule B — Pricing & Margin Structure
Schedule C — Product Authorization List
Schedule D — Compliance Responsibilities
Schedule E — Installation Standards
Schedule F — Territory Map