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NEFTALY CORPORATE

ENGINEERING, PROCUREMENT & CONSTRUCTION (EPC) CONTRACTOR AGREEMENT

Energy Infrastructure Projects

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This EPC Contractor Agreement (“Agreement”) is entered into on this ___ day of __________ 20___

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BETWEEN

NEFTALY CORPORATE

Pan-African Energy Infrastructure Developer and Authorized Representative for Topak Power Technology
Registered in the Republic of South Africa
(hereinafter referred to as “NEFTALY” or “Project Developer”)

AND

EPC CONTRACTOR

Company Name: ______________________________
Registration Number: ________________________
Country of Registration: _____________________

(hereinafter referred to as “CONTRACTOR”)

The Parties shall collectively be referred to as “the Parties.”

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1. PURPOSE

The purpose of this Agreement is to appoint the Contractor to perform Engineering, Procurement and Construction services for energy infrastructure projects developed or managed by Neftaly Corporate.

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2. SCOPE OF WORK

The Contractor shall provide turnkey EPC services including:

Engineering

• System design and optimization
• Site assessments
• Technical drawings
• Grid integration studies

Procurement

• Equipment sourcing
• Logistics coordination
• Material supply management
• Quality verification

Construction

• Civil works
• Electrical installation
• Equipment installation
• Testing and commissioning

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3. PROJECT TYPES

Projects may include:

• Solar PV plants
• Battery Energy Storage Systems (BESS)
• Hybrid energy systems
• Industrial power infrastructure
• Municipal energy projects
• Microgrid installations

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4. CONTRACTOR RESPONSIBILITIES

The Contractor shall:

✅ Deliver projects according to approved specifications
✅ Provide qualified engineering personnel
✅ Maintain project schedules
✅ Ensure quality workmanship
✅ Comply with safety standards
✅ Coordinate subcontractors
✅ Provide commissioning documentation

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5. NEFTALY RESPONSIBILITIES

NEFTALY shall:

• Provide project authorization
• Facilitate regulatory approvals
• Coordinate technology supply
• Manage stakeholder engagement
• Monitor project performance
• Certify completion milestones

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6. TECHNICAL STANDARDS

All works shall comply with:

• Topak Power Technology specifications
• International engineering standards
• National electrical regulations
• Environmental compliance requirements
• Health & Safety legislation

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7. PROJECT MANAGEMENT

The Contractor shall appoint:

• Project Manager
• Site Engineer
• Safety Officer
• Quality Assurance Supervisor

Progress reports submitted monthly.

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8. PERFORMANCE GUARANTEES

Contractor shall provide:

• Performance bond (if required)
• Completion guarantees
• Defects liability commitment
• Warranty support for workmanship

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9. PROJECT SCHEDULE

Project timelines shall be defined per project under:

Project Implementation Schedule (Schedule A)

Delays must be communicated immediately.

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10. PAYMENT TERMS

Payments may be structured as:

• Mobilization payment
• Milestone-based payments
• Commissioning payment
• Retention amount
• Final completion payment

Detailed terms under Schedule B.

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11. HEALTH, SAFETY & ENVIRONMENT (HSE)

Contractor shall comply with:

• Occupational Health & Safety laws
• Environmental regulations
• Risk mitigation procedures
• PPE requirements
• Incident reporting protocols

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12. QUALITY ASSURANCE

Neftaly reserves the right to:

• Inspect works
• Conduct audits
• Require corrective action
• Suspend unsafe activities

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13. WARRANTY & DEFECTS LIABILITY

Contractor shall provide:

• Minimum 12–24 month defects liability period
• Correction of installation defects
• Technical support during warranty period

Manufacturer warranty remains separate.

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14. LOCAL CONTENT REQUIREMENTS

Contractor shall prioritize:

• Local labor employment
• Local subcontractors
• Skills transfer initiatives
• Training participation

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15. CONFIDENTIALITY

All project information shall remain confidential for 5 years following completion or termination.

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16. INSURANCE

Contractor shall maintain:

• Public liability insurance
• Contractor’s all-risk insurance
• Worker compensation insurance
• Professional indemnity cover

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17. TERMINATION

Agreement may be terminated upon:

• Material breach
• Failure to perform
• Safety violations
• Insolvency

Notice period: 60–90 days.

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18. FORCE MAJEURE

Neither Party liable for delays caused by:

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

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19. DISPUTE RESOLUTION

Disputes resolved through:

1. Negotiation
2. Mediation
3. Arbitration

Venue: Johannesburg, South Africa unless otherwise agreed.

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20. GOVERNING LAW

This Agreement shall be governed by:

Laws of the Republic of South Africa

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21. COMMUNICATION

Project & Contractor Coordination:

Saki Kweba
EPC & Infrastructure Partnerships
Neftaly Corporate

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22. SIGNATURES

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FOR NEFTALY CORPORATE

Name: Neftaly Malatjie
Title: Chief Executive Officer

Signature: _______________________
Date: ___________________________

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FOR EPC CONTRACTOR

Name: ___________________________
Title: ___________________________

Signature: _______________________
Date: ___________________________

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