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EXCLUSIVE AFRICAN MASTER DISTRIBUTION AGREEMENT

Topak Power Technology – Neftaly Corporate

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This Exclusive African Master Distribution Agreement (“Agreement”) is entered into on this ___ day of __________ 20___

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BETWEEN

TOPAK POWER TECHNOLOGY

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

AND

NEFTALY CORPORATE

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

Collectively referred to as “the Parties.”

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1. PURPOSE

The purpose of this Agreement is to appoint Neftaly Corporate as the Exclusive Master Distributor of Topak Power Technology products within Africa responsible for:

• Continental distribution
• Commercial market development
• Dealer and reseller appointment
• Installation coordination
• Regulatory compliance
• After-sales infrastructure

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2. APPOINTMENT AS MASTER DISTRIBUTOR

2.1 TOPAK hereby appoints NEFTALY as the:

✅ Exclusive African Master Distributor
✅ Authorized Importer and Distributor
✅ Regional Commercial Manager
✅ Installation Coordination Authority
✅ Compliance and Certification Facilitator

2.2 NEFTALY accepts the appointment under the terms herein.

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3. TERRITORIAL EXCLUSIVITY

The Distributor shall hold exclusive distribution rights throughout:

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

(Collectively referred to as “African Territory”)

TOPAK shall not appoint any additional distributor within the Territory during the Agreement term.

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4. MASTER DISTRIBUTION RIGHTS

NEFTALY shall have authority to:

• Import TOPAK products into Africa
• Establish national distributors
• Appoint wholesalers and resellers
• Create franchise or dealer systems
• Establish logistics hubs
• Maintain regional warehouses
• Participate in government tenders
• Execute commercial supply contracts

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5. SUB-DISTRIBUTION AUTHORITY

NEFTALY may:

• Appoint country distributors
• Create joint ventures
• License installation partners
• Authorize EPC contractors
• Establish service centers

All sub-distributors shall comply with TOPAK standards.

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6. SUPPLY & PRODUCT OBLIGATIONS (TOPAK)

TOPAK shall:

• Manufacture compliant products
• Ensure international certification standards
• Provide technical documentation
• Supply marketing materials
• Provide training support
• Maintain spare parts availability
• Honor global warranty commitments

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7. DISTRIBUTOR OBLIGATIONS (NEFTALY)

NEFTALY shall:

• Maintain African distribution infrastructure
• Develop national sales networks
• Ensure legal import compliance
• Provide technical installation oversight
• Maintain trained personnel
• Promote brand visibility
• Provide performance reporting

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8. PRICING & COMMERCIAL STRUCTURE

TOPAK shall provide:

• Master Distributor pricing
• Volume discounts
• Preferential supply allocation
• Market protection pricing

NEFTALY revenue streams include:

• Distribution margins
• Dealer markups
• Installation management fees
• Maintenance contracts
• Service agreements

Commercial schedules attached as Schedule A.

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9. MINIMUM PERFORMANCE TARGETS

To maintain exclusivity, NEFTALY agrees to meet:

• Annual purchase volumes
• Market expansion milestones
• Distributor network growth targets

Failure to meet targets may trigger review but not automatic termination without remediation period.

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10. NON-COMPETE & MARKET PROTECTION

During this Agreement:

TOPAK shall not:

• Sell directly into Africa
• Supply competing African distributors
• Bypass NEFTALY clients
• Establish parallel supply channels

Protection period continues 24 months post termination.

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11. IMPORTATION & COMPLIANCE

NEFTALY shall act as:

• Importer of Record
• Compliance coordinator
• Certification applicant
• Regulatory liaison

Including compliance with:

• Electrical standards
• Environmental regulations
• Energy licensing authorities
• Local procurement laws

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12. BRAND & INTELLECTUAL PROPERTY

All intellectual property remains owned by TOPAK.

NEFTALY receives exclusive licensed usage rights within Africa for:

• Marketing
• Sales
• Installation
• Distribution

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13. WARRANTY & AFTER-SALES

TOPAK:

• Responsible for manufacturing defects.

NEFTALY:

• Responsible for installation quality.
• First-line customer support.
• Maintenance coordination.

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14. LOGISTICS & INVENTORY

NEFTALY shall establish:

• African warehousing hubs
• Spare parts centers
• Distribution logistics systems

TOPAK shall support supply continuity.

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15. TERM

Initial Agreement Period:

Ten (10) Years

Renewable automatically subject to performance compliance.

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16. TERMINATION

Termination permitted upon:

• Material breach
• Persistent performance failure
• Insolvency
• Fraud or unlawful conduct

Minimum 180 days written notice required.

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17. FORCE MAJEURE

Neither Party liable for delays caused by:

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

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18. CONFIDENTIALITY

Commercial, technical and operational information shall remain confidential for 5 years after termination.

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19. GOVERNING LAW

This Agreement shall be governed by:

Laws of the Republic of South Africa

Disputes resolved through:

1. Negotiation
2. Mediation
3. Arbitration

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20. COMMUNICATION AUTHORITY

Official Communication Representative:

Saki Kweba
Partnership & Communications Officer
Neftaly Corporate

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21. ENTIRE AGREEMENT

This Agreement represents the full understanding between the Parties and supersedes all prior discussions.

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22. SIGNATURES

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FOR TOPAK POWER TECHNOLOGY

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

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FOR NEFTALY CORPORATE

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

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