---

REPRESENTATION AGREEMENT

Strategic Sales, Distribution, Marketing, Installation and Compliance Representation

---

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

---

BETWEEN

Topak Power Technology

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

AND

Neftaly Corporate

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

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

---

1. PURPOSE OF AGREEMENT

The purpose of this Agreement is to appoint Neftaly Corporate as the authorized representative responsible for managing and executing:

• Sales
• Distribution
• Marketing
• Installation coordination
• Compliance management
• Market development

for TOPAK products and solutions within agreed African territories.

---

2. APPOINTMENT

2.1 TOPAK hereby appoints NEFTALY as its:

✅ Strategic Representative
✅ Sales and Distribution Manager
✅ Marketing Representative
✅ Installation Coordination Partner
✅ Compliance and Regulatory Facilitator

2.2 NEFTALY accepts such appointment subject to the terms contained herein.

---

3. TERRITORY

The Representative shall operate within:

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

Expansion or restriction of territory shall be agreed in writing.

---

4. SCOPE OF REPRESENTATION

NEFTALY shall be authorized to:

4.1 Sales & Commercial Activities

• Promote and sell TOPAK products
• Develop reseller and distributor networks
• Participate in tenders and procurement processes
• Negotiate commercial opportunities (subject to approval)

---

4.2 Distribution Management

• Coordinate importation and logistics
• Establish regional warehouses
• Manage dealer networks
• Maintain inventory oversight

---

4.3 Marketing & Branding

• Conduct regional marketing campaigns
• Represent TOPAK at exhibitions and conferences
• Implement localized branding strategies
• Manage African brand positioning

---

4.4 Installation & Technical Deployment

• Establish certified installer networks
• Coordinate engineering partners
• Supervise installations
• Ensure quality assurance compliance

---

4.5 Regulatory & Compliance Management

• Product registration
• Electrical certification compliance
• Environmental approvals
• Government licensing requirements
• Local content compliance

---

5. AUTHORITY LIMITATIONS

NEFTALY shall not:

• Legally bind TOPAK without written authorization
• Modify product specifications
• Enter financing agreements on behalf of TOPAK
• Issue warranties outside approved policies

---

6. EXCLUSIVITY

☐ Non-Exclusive Representation
☐ Exclusive Representation (Subject to Performance Targets)

If exclusive, exclusivity shall be maintained provided NEFTALY meets agreed annual performance indicators.

---

7. PERFORMANCE OBLIGATIONS

NEFTALY agrees to:

• Develop annual sales targets
• Maintain trained technical partners
• Provide quarterly performance reports
• Protect TOPAK brand reputation
• Maintain operational compliance

---

8. RESPONSIBILITIES OF TOPAK

TOPAK shall:

• Supply certified products
• Provide technical documentation
• Offer product training
• Provide marketing materials
• Support warranty obligations
• Ensure manufacturing quality standards

---

9. COMMERCIAL TERMS

Commercial arrangements may include:

• Distributor pricing structures
• Sales commissions
• Management fees
• Installation coordination fees
• Service and maintenance revenue

Detailed pricing schedules shall form Schedule A.

---

10. INTELLECTUAL PROPERTY

All trademarks, patents, and intellectual property remain the sole property of TOPAK.

NEFTALY is granted limited authorization to use branding strictly for representation purposes.

---

11. CONFIDENTIALITY

Both Parties agree to maintain strict confidentiality regarding:

• Technical information
• Pricing models
• Commercial strategies
• Client databases
• Operational systems

Confidentiality obligations survive termination for 5 years.

---

12. COMPLIANCE WITH LAWS

NEFTALY shall comply with:

• South African laws
• African regional regulations
• Anti-corruption legislation
• Import/export laws
• Energy regulatory frameworks

---

13. TERM

This Agreement shall remain valid for:

Five (5) Years, renewable upon mutual written agreement.

---

14. TERMINATION

Either Party may terminate upon:

• Material breach
• Failure to meet performance obligations
• Insolvency
• Regulatory violations

Termination requires 90 days written notice.

---

15. LIABILITY

Each Party shall remain responsible for its own:

• Operational liabilities
• Personnel obligations
• Regulatory compliance failures

TOPAK remains liable for manufacturing defects.

---

16. FORCE MAJEURE

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

• Natural disasters
• War
• Government restrictions
• Supply chain disruptions

---

17. GOVERNING LAW

This Agreement shall be governed by:

The Laws of the Republic of South Africa, unless otherwise agreed.

Disputes shall first be resolved through mediation before arbitration.

---

18. COMMUNICATION & LIAISON

Official Partnership Communication Representative:

Saki Kweba
Authorized Communication Officer
Neftaly Corporate

---

19. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Parties and supersedes prior discussions or understandings.

---

20. SIGNATURES

---

For TOPAK POWER TECHNOLOGY

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

---

For NEFTALY CORPORATE

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

---

---