This agreement sits above distributor level and gives Neftaly strategic agency authority across Africa for market control, negotiations, and project origination.

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PAN-AFRICAN EXCLUSIVE AGENCY AGREEMENT

Strategic Commercial Representation for Africa

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This Pan-African Exclusive Agency 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”, “Principal”, or “Manufacturer”)

AND

NEFTALY CORPORATE

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

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

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1. PURPOSE

The purpose of this Agreement is to appoint Neftaly Corporate as the Exclusive Pan-African Commercial Agent responsible for developing, managing and executing commercial opportunities for Topak Power Technology throughout Africa.

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2. APPOINTMENT OF EXCLUSIVE AGENT

TOPAK hereby appoints NEFTALY as its:

✅ Exclusive African Commercial Agent
✅ Strategic Market Development Agent
✅ Government & Institutional Liaison
✅ Project Origination Authority
✅ Sales and Commercial Negotiation Agent

NEFTALY accepts such appointment.

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3. TERRITORIAL SCOPE

The Agency Territory includes:

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

Collectively referred to as “African Territory.”

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4. EXCLUSIVITY

During the Agreement term:

• TOPAK shall not appoint another agent within Africa.
• All African commercial inquiries shall be routed through NEFTALY.
• Direct negotiations within Africa require NEFTALY participation.
• Parallel agency arrangements are prohibited.

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5. AUTHORITY OF NEFTALY

NEFTALY is authorized to:

• Promote Topak technologies
• Identify and develop projects
• Engage governments and utilities
• Participate in tenders
• Conduct commercial negotiations
• Recommend distributors and installers
• Establish regional agency offices
• Coordinate project execution partners

Final contract execution remains subject to TOPAK approval unless delegated.

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6. AGENCY FUNCTIONS

6.1 Market Development

• African market expansion
• Opportunity identification
• Client acquisition

6.2 Government Engagement

• Ministry engagement
• PPP negotiations
• Infrastructure partnerships

6.3 Commercial Representation

• Bid preparation
• Proposal submissions
• Commercial structuring

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7. COMMISSION & COMPENSATION

NEFTALY shall receive:

• Agency commission on sales
• Project development fees
• Success fees
• Retainer arrangements (where applicable)

Commercial structure defined under Schedule A.

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8. NON-CIRCUMVENTION

TOPAK agrees not to:

• Bypass NEFTALY clients or introductions
• Engage directly with African clients introduced by NEFTALY
• Establish direct competing channels

Protection applies during the Agreement and 24 months thereafter.

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9. RESPONSIBILITIES OF TOPAK

TOPAK shall:

• Provide technical support
• Supply product documentation
• Maintain manufacturing standards
• Support project execution
• Provide training and marketing support

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10. BRAND & INTELLECTUAL PROPERTY

All intellectual property remains owned by TOPAK.

NEFTALY receives authorized agency usage rights within Africa.

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11. REPORTING

NEFTALY shall provide:

• Quarterly activity reports
• Opportunity pipeline updates
• Market intelligence feedback
• Government engagement summaries

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12. PERFORMANCE REQUIREMENTS

Exclusivity remains subject to:

• Active market engagement
• Opportunity development
• Agreed performance indicators

Performance metrics defined in Schedule B.

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13. TERM

Initial term:

Ten (10) Years

Automatically renewable subject to performance compliance.

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14. TERMINATION

Termination permitted upon:

• Material breach
• Persistent non-performance
• Insolvency
• Regulatory violations

Minimum 180 days written notice required.

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15. CONFIDENTIALITY

All commercial, financial and strategic information shall remain confidential for 5 years after termination.

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16. FORCE MAJEURE

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

• Political instability
• Government restrictions
• Trade disruptions
• Natural disasters

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17. GOVERNING LAW

This Agreement shall be governed by:

The Laws of the Republic of South Africa

Disputes resolved through negotiation, mediation, and arbitration.

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18. OFFICIAL COMMUNICATION

Authorized Agency Communication Representative:

Saki Kweba
Pan-African Strategic Communications
Neftaly Corporate

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19. ENTIRE AGREEMENT

This Agreement constitutes the full agency understanding between the Parties.

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20. 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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