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Neftaly Email: sayprobiz@gmail.com Call/WhatsApp: + 27 84 313 7407

Tag: Agreement

Neftaly is a Global Solutions Provider working with Individuals, Governments, Corporate Businesses, Municipalities, International Institutions. Neftaly works across various Industries, Sectors providing wide range of solutions.

Neftaly Email: sayprobiz@gmail.com Call/WhatsApp: + 27 84 313 7407

Written by

Neftaly Vutisani Malatjie

in

  • Neftaly EPC Contractor Agreement

    NEFTALY CORPORATE

    ENGINEERING, PROCUREMENT & CONSTRUCTION (EPC) CONTRACTOR AGREEMENT

    Energy Infrastructure Projects

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

    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.”

    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.

    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

    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

    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

    5. NEFTALY RESPONSIBILITIES

    NEFTALY shall:

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

    6. TECHNICAL STANDARDS

    All works shall comply with:

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

    7. PROJECT MANAGEMENT

    The Contractor shall appoint:

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

    Progress reports submitted monthly.

    8. PERFORMANCE GUARANTEES

    Contractor shall provide:

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

    9. PROJECT SCHEDULE

    Project timelines shall be defined per project under:

    Project Implementation Schedule (Schedule A)

    Delays must be communicated immediately.

    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.

    11. HEALTH, SAFETY & ENVIRONMENT (HSE)

    Contractor shall comply with:

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

    12. QUALITY ASSURANCE

    Neftaly reserves the right to:

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

    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.

    14. LOCAL CONTENT REQUIREMENTS

    Contractor shall prioritize:

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

    15. CONFIDENTIALITY

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

    16. INSURANCE

    Contractor shall maintain:

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

    17. TERMINATION

    Agreement may be terminated upon:

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

    Notice period: 60–90 days.

    18. FORCE MAJEURE

    Neither Party liable for delays caused by:

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

    19. DISPUTE RESOLUTION

    Disputes resolved through:

    1. Negotiation
    2. Mediation
    3. Arbitration

    Venue: Johannesburg, South Africa unless otherwise agreed.

    20. GOVERNING LAW

    This Agreement shall be governed by:

    Laws of the Republic of South Africa

    21. COMMUNICATION

    Project & Contractor Coordination:

    Saki Kweba
    EPC & Infrastructure Partnerships
    Neftaly Corporate

    22. SIGNATURES

    FOR NEFTALY CORPORATE

    Name: Neftaly Malatjie
    Title: Chief Executive Officer

    Signature: _______________________
    Date: ___________________________

    FOR EPC CONTRACTOR

    Name: ___________________________
    Title: ___________________________

    Signature: _______________________
    Date: ___________________________

  • Neftaly Pan-African Exclusive Agency Agreement

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

    PAN-AFRICAN EXCLUSIVE AGENCY AGREEMENT

    Strategic Commercial Representation for Africa

    This Pan-African Exclusive Agency Agreement (“Agreement”) is 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”, “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.”

    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.

    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.

    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.”

    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.

    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.

    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

    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.

    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.

    9. RESPONSIBILITIES OF TOPAK

    TOPAK shall:

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

    10. BRAND & INTELLECTUAL PROPERTY

    All intellectual property remains owned by TOPAK.

    NEFTALY receives authorized agency usage rights within Africa.

    11. REPORTING

    NEFTALY shall provide:

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

    12. PERFORMANCE REQUIREMENTS

    Exclusivity remains subject to:

    • Active market engagement
    • Opportunity development
    • Agreed performance indicators

    Performance metrics defined in Schedule B.

    13. TERM

    Initial term:

    Ten (10) Years

    Automatically renewable subject to performance compliance.

    14. TERMINATION

    Termination permitted upon:

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

    Minimum 180 days written notice required.

    15. CONFIDENTIALITY

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

    16. FORCE MAJEURE

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

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

    17. GOVERNING LAW

    This Agreement shall be governed by:

    The Laws of the Republic of South Africa

    Disputes resolved through negotiation, mediation, and arbitration.

    18. OFFICIAL COMMUNICATION

    Authorized Agency Communication Representative:

    Saki Kweba
    Pan-African Strategic Communications
    Neftaly Corporate

    19. ENTIRE AGREEMENT

    This Agreement constitutes the full agency understanding between the Parties.

    20. SIGNATURES

    FOR TOPAK POWER TECHNOLOGY

    Name: __________________________
    Title: __________________________

    Signature: _______________________
    Date: ___________________________

    FOR NEFTALY CORPORATE

    Name: Neftaly Malatjie
    Title: Chief Executive Officer

    Signature: _______________________
    Date: ___________________________

  • Neftaly Technical Cooperation Agreement

    This agreement establishes technology collaboration, skills transfer, engineering cooperation, and technical deployment authority across Africa.

    TECHNICAL COOPERATION AGREEMENT

    Energy Technology Deployment & Capacity Development

    Between Neftaly Corporate and Technical Partner

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

    BETWEEN

    NEFTALY CORPORATE

    Exclusive African Master Distributor and Strategic Representative for Topak Power Technology
    Registered in the Republic of South Africa
    (hereinafter referred to as “NEFTALY”)

    AND

    TECHNICAL PARTNER

    Company / Institution Name: __________________________
    Registration Number: ________________________________
    Country: ____________________________________________

    (hereinafter referred to as “TECHNICAL PARTNER”)

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

    1. PURPOSE

    The purpose of this Agreement is to establish cooperation in the deployment, installation, operation, maintenance, and advancement of energy technologies across Africa.

    The cooperation supports implementation of solutions supplied through Topak Power Technology under Neftaly’s African mandate.

    2. AREAS OF TECHNICAL COOPERATION

    The Parties shall collaborate in:

    • Engineering design and system integration
    • Energy infrastructure deployment
    • Installation and commissioning
    • Maintenance and technical servicing
    • Grid and off-grid solutions
    • Hybrid and battery storage systems
    • Technical research and innovation
    • Project feasibility assessments

    3. TECHNOLOGY TRANSFER & SKILLS DEVELOPMENT

    The Parties agree to promote:

    ✅ Knowledge transfer
    ✅ Local technical capacity building
    ✅ Technician certification programmes
    ✅ Engineering training initiatives
    ✅ African workforce development

    Training programmes may include joint technical academies.

    4. RESPONSIBILITIES OF NEFTALY

    NEFTALY shall:

    • Coordinate project opportunities
    • Facilitate regulatory compliance
    • Provide technical standards
    • Manage installation accreditation
    • Support government engagement
    • Coordinate deployment logistics

    5. RESPONSIBILITIES OF TECHNICAL PARTNER

    The Technical Partner shall:

    • Provide qualified technical personnel
    • Perform engineering services
    • Execute installations according to standards
    • Maintain safety compliance
    • Participate in training programmes
    • Provide technical reporting

    6. TECHNICAL STANDARDS

    All work shall comply with:

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

    7. INTELLECTUAL PROPERTY

    • Existing intellectual property remains owned by originating Party.
    • Joint technical innovations may be jointly owned unless otherwise agreed.
    • Confidential technical documentation shall not be reproduced without consent.

    8. CONFIDENTIALITY

    Both Parties agree to maintain confidentiality regarding:

    • Engineering designs
    • Technical data
    • Project documentation
    • Commercial information

    Confidentiality remains valid for 5 years after termination.

    9. PROJECT IMPLEMENTATION

    Projects may be executed under:

    • EPC contracts
    • Installation agreements
    • Service level agreements
    • Government infrastructure programmes
    • Independent Power Producer projects

    Separate project contracts may be concluded where required.

    10. HEALTH, SAFETY & ENVIRONMENT

    The Parties shall comply with:

    • Occupational Health & Safety regulations
    • Environmental protection laws
    • Site safety procedures
    • Risk management protocols

    11. NON-EXCLUSIVITY

    This Agreement:

    ☐ Is Non-Exclusive
    ☐ May Become Exclusive for Approved Projects

    (as agreed in writing).

    12. TERM

    This Agreement shall remain valid for:

    Five (5) Years

    Renewable upon mutual agreement.

    13. TERMINATION

    Either Party may terminate upon:

    • Material breach
    • Non-performance
    • Regulatory violations
    • Insolvency

    Termination requires 90 days written notice.

    14. LIABILITY

    Each Party shall remain responsible for:

    • Its personnel
    • Engineering services performed
    • Compliance obligations
    • Operational risks under its control

    15. DISPUTE RESOLUTION

    Disputes shall be resolved through:

    1. Good faith negotiation
    2. Mediation
    3. Arbitration

    Venue: Johannesburg, South Africa (unless agreed otherwise).

    16. GOVERNING LAW

    This Agreement shall be governed by:

    The Laws of the Republic of South Africa

    17. OFFICIAL COMMUNICATION

    Technical cooperation coordination:

    Saki Kweba
    Technical & Partnership Communications
    Neftaly Corporate

    18. SIGNATURES

    FOR NEFTALY CORPORATE

    Name: Neftaly Malatjie
    Title: Chief Executive Officer

    Signature: _______________________
    Date: ___________________________

    FOR TECHNICAL PARTNER

    Name: ___________________________
    Title: ___________________________

    Signature: _______________________
    Date: ___________________________

  • Neftaly Pan-African Energy JV Agreement

    PAN-AFRICAN ENERGY JOINT VENTURE AGREEMENT

    Strategic Energy Infrastructure Development Partnership

    This Pan-African Energy Joint Venture Agreement (“Agreement”) is entered into on this ___ day of __________ 20___

    BETWEEN

    NEFTALY CORPORATE

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

    AND

    TOPAK POWER TECHNOLOGY

    A company duly incorporated under applicable international laws
    (hereinafter referred to as “TOPAK”)

    (Additional partners such as investors, EPC contractors, or government entities may be added as JV Parties where applicable.)

    The Parties shall collectively be referred to as “JV Partners.”

    1. PURPOSE OF THE JOINT VENTURE

    The Parties agree to establish a strategic Joint Venture to develop, finance, deploy, operate and maintain energy infrastructure projects across Africa including:

    • Renewable energy generation
    • Hybrid and smart grid systems
    • Battery energy storage solutions
    • Industrial and mining power systems
    • Municipal electrification
    • Rural electrification programmes
    • Energy infrastructure modernization

    2. ESTABLISHMENT OF JOINT VENTURE ENTITY

    The Parties shall establish:

    Neftaly–Topak Pan-African Energy JV

    (or mutually agreed name)

    Structure may include:

    • Special Purpose Vehicle (SPV)
    • Country-specific subsidiaries
    • Project companies

    Registered initially in:

    ☐ South Africa
    ☐ Mauritius
    ☐ UAE Free Zone
    ☐ Other agreed jurisdiction

    3. TERRITORIAL SCOPE

    The Joint Venture shall operate throughout:

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

    4. OBJECTIVES OF THE JV

    The Joint Venture shall:

    ✅ Develop energy infrastructure projects
    ✅ Participate in government tenders
    ✅ Secure project financing
    ✅ Manufacture or assemble equipment locally
    ✅ Deploy installation networks
    ✅ Operate and maintain energy assets
    ✅ Deliver long-term energy services

    5. CONTRIBUTIONS OF PARTIES

    5.1 NEFTALY CONTRIBUTIONS

    • African market access
    • Regulatory compliance management
    • Government relations
    • Distribution infrastructure
    • Project development
    • Installation ecosystem
    • Local operational management

    5.2 TOPAK CONTRIBUTIONS

    • Energy technologies
    • Manufacturing capability
    • Technical expertise
    • Engineering support
    • Product certification
    • Technology transfer
    • Training programs

    6. OWNERSHIP STRUCTURE

    Indicative equity structure:

    PartnerEquity
    Neftaly Corporate___ %
    Topak Power Technology___ %
    Strategic Investors___ %

    Final ownership subject to mutual agreement.

    7. GOVERNANCE

    The JV shall be governed by:

    Board of Directors

    • Equal strategic representation
    • Major decisions require joint approval

    Executive Management

    • CEO
    • Technical Director
    • Finance Director
    • Operations Director

    8. PROJECT DEVELOPMENT MODEL

    Projects may include:

    • EPC contracts
    • Build-Own-Operate (BOO)
    • Build-Operate-Transfer (BOT)
    • Independent Power Producer (IPP)
    • Energy-as-a-Service models

    9. FINANCING

    Funding sources may include:

    • Commercial banks
    • Development Finance Institutions
    • Export credit agencies
    • Infrastructure funds
    • Climate finance institutions
    • Private equity investors

    10. LOCAL CONTENT & AFRICAN INDUSTRIALIZATION

    The JV commits to:

    • Skills transfer
    • Job creation
    • Local manufacturing
    • Installer training
    • Supplier localization
    • Youth technical development

    11. INTELLECTUAL PROPERTY

    Technology ownership remains with TOPAK.

    Operational systems and localized innovations developed by the JV may be jointly owned unless otherwise agreed.

    12. NON-COMPETE

    JV Partners agree not to establish competing African energy ventures outside the Joint Venture without mutual consent during the Agreement term.

    13. CONFIDENTIALITY

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

    14. TERM

    Initial JV duration:

    Twenty-Five (25) Years

    extendable by agreement.

    15. RISK MANAGEMENT

    The JV shall implement:

    • Regulatory compliance systems
    • Technical quality assurance
    • Financial governance controls
    • Environmental safeguards
    • Insurance coverage

    16. DISPUTE RESOLUTION

    Disputes resolved through:

    1. Executive negotiation
    2. Mediation
    3. International arbitration

    Venue: Johannesburg, South Africa (unless agreed otherwise).

    17. FORCE MAJEURE

    Neither Party liable for delays caused by:

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

    18. COMMUNICATION AUTHORITY

    Official JV Communication Representative:

    Saki Kweba
    Pan-African Partnership Communications
    Neftaly Corporate

    19. GOVERNING LAW

    This Agreement shall be governed by:

    Laws of the Republic of South Africa
    or agreed international jurisdiction.

    20. SIGNATURES

    FOR NEFTALY CORPORATE

    Name: Neftaly Malatjie
    Title: Chief Executive Officer

    Signature: _______________________
    Date: ___________________________

    FOR TOPAK POWER TECHNOLOGY

    Name: __________________________
    Title: __________________________

    Signature: _______________________
    Date: ___________________________

  • Neftaly Non-Disclosure Agreement (NDA)

    NEFTALY CORPORATE

    NON-DISCLOSURE AGREEMENT (NDA)

    (Confidentiality and Information Protection Agreement)

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

    BETWEEN

    NEFTALY CORPORATE

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

    AND

    Receiving Party

    Company / Individual Name: __________________________
    Registration / ID Number: ___________________________
    Address: ___________________________________________

    (hereinafter referred to as “Receiving Party”)

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

    1. PURPOSE

    The purpose of this Agreement is to protect confidential, proprietary, commercial, technical and operational information disclosed during discussions relating to:

    • Strategic partnerships
    • Distribution agreements
    • Energy technology deployment
    • Commercial negotiations
    • Installation programmes
    • Investment or financing discussions
    • Government and infrastructure projects

    2. DEFINITION OF CONFIDENTIAL INFORMATION

    Confidential Information includes, but is not limited to:

    • Business strategies
    • Technical specifications
    • Product designs and systems
    • Pricing structures
    • Financial information
    • Client databases
    • Marketing strategies
    • Installation methodologies
    • Supplier information
    • Trade secrets
    • Intellectual property
    • Project documentation

    Information may be disclosed verbally, electronically, visually or in writing.

    3. OBLIGATIONS OF THE RECEIVING PARTY

    The Receiving Party agrees to:

    ✅ Maintain strict confidentiality
    ✅ Use information solely for agreed purposes
    ✅ Prevent unauthorized disclosure
    ✅ Protect information with reasonable security measures
    ✅ Limit access to authorized personnel only
    ✅ Not copy or reproduce information unnecessarily

    4. NON-DISCLOSURE

    The Receiving Party shall not disclose Confidential Information to any third party without prior written consent from NEFTALY.

    5. NON-CIRCUMVENTION

    The Receiving Party agrees not to:

    • Bypass NEFTALY in commercial dealings
    • Engage directly with NEFTALY clients, suppliers, or partners introduced during engagement
    • Exploit disclosed opportunities independently

    This obligation remains valid during the Agreement and for 24 months thereafter.

    6. DATA PROTECTION & POPIA COMPLIANCE

    Both Parties agree to comply with:

    • Protection of Personal Information Act (POPIA) – South Africa
    • Applicable international data protection laws

    Personal or corporate data shall be processed only for lawful purposes.

    7. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

    Confidential Information does not include information that:

    • Is publicly available
    • Was lawfully known prior to disclosure
    • Is independently developed
    • Is required to be disclosed by law or court order

    8. INTELLECTUAL PROPERTY

    All intellectual property disclosed remains the sole property of NEFTALY or its partners.

    No license or ownership rights are transferred under this Agreement.

    9. SECURITY MEASURES

    The Receiving Party shall implement safeguards including:

    • Secure storage systems
    • Access controls
    • Password protection
    • Controlled document handling

    10. TERM

    This Agreement shall remain valid for:

    Five (5) Years

    Confidentiality obligations survive termination.

    11. RETURN OR DESTRUCTION OF INFORMATION

    Upon request or termination, the Receiving Party shall:

    • Return all confidential materials, or
    • Permanently destroy such materials and confirm destruction in writing.

    12. BREACH

    Unauthorized disclosure shall constitute material breach and may result in:

    • Immediate termination
    • Legal action
    • Injunctive relief
    • Financial damages recovery

    13. NO PARTNERSHIP CREATED

    This Agreement does not constitute:

    • Partnership
    • Joint venture
    • Employment relationship
    • Agency authority

    unless separately agreed in writing.

    14. GOVERNING LAW

    This Agreement shall be governed by the laws of:

    Republic of South Africa

    Disputes shall be resolved through negotiation, mediation, or arbitration.

    15. ENTIRE AGREEMENT

    This Agreement represents the entire confidentiality understanding between the Parties.

    16. AUTHORIZED COMMUNICATION

    Official Communication Contact:

    Saki Kweba
    Partnership Communications Officer
    Neftaly Corporate

    17. SIGNATURES

    FOR NEFTALY CORPORATE

    Name: Neftaly Malatjie
    Title: Chief Executive Officer

    Signature: _______________________
    Date: ___________________________

    FOR RECEIVING PARTY

    Name: ___________________________
    Title: ___________________________

    Signature: _______________________
    Date: ___________________________

  • Neftaly Installer Accreditation Agreement

    NEFTALY CORPORATE

    INSTALLER ACCREDITATION AGREEMENT

    (Authorized Installation Partner Programme)

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

    BETWEEN

    NEFTALY CORPORATE

    Exclusive African Master Distributor and Strategic Representative of Topak Power Technology
    Registered in the Republic of South Africa
    (hereinafter referred to as “NEFTALY”)

    AND

    ACCREDITED INSTALLER

    Company Name: ______________________________
    Registration Number: ________________________
    Physical Address: ____________________________
    Country: ____________________________________

    (hereinafter referred to as “Installer”)

    1. PURPOSE

    The purpose of this Agreement is to accredit the Installer as an Authorized Installation Partner permitted to install, commission, and support Topak Power Technology systems under the supervision and authorization of Neftaly Corporate.

    2. APPOINTMENT

    NEFTALY hereby appoints the Installer as:

    ✅ Authorized Installer
    ✅ Certified Installation Partner
    ✅ Technical Deployment Contractor

    within the approved operational territory.

    3. SCOPE OF WORK

    The Installer shall be authorized to perform:

    • System installation
    • Equipment mounting and integration
    • Electrical connections
    • Testing and commissioning
    • System configuration
    • Maintenance support
    • Fault diagnosis and repair
    • Site technical assessments

    4. ACCREDITATION REQUIREMENTS

    The Installer must maintain:

    • Qualified electrical personnel
    • Valid electrical contractor license
    • Health & Safety compliance certification
    • Technical competency certification
    • Insurance coverage
    • Regulatory compliance approvals

    Failure to maintain requirements may suspend accreditation.

    5. TRAINING & CERTIFICATION

    The Installer agrees to:

    • Attend Neftaly/Topak technical training
    • Follow approved installation manuals
    • Maintain certified technicians
    • Participate in refresher training programs

    Certification validity: 24 months, renewable.

    6. INSTALLATION STANDARDS

    Installer shall:

    • Follow Topak technical specifications
    • Use approved components only
    • Maintain installation quality standards
    • Comply with national electrical regulations
    • Follow environmental and safety standards

    Non-compliant installations may void accreditation.

    7. WARRANTY PROTECTION

    • Manufacturer warranty applies only to certified installations.
    • Improper installation may void warranties.
    • Installer assumes responsibility for installation defects.

    8. HEALTH, SAFETY & ENVIRONMENT

    Installer shall comply with:

    • Occupational Health & Safety laws
    • Electrical safety regulations
    • Environmental protection requirements
    • Site risk management standards

    9. BRAND REPRESENTATION

    Installer may use:

    • “Authorized Installer – Neftaly”
    • Approved Topak branding

    ONLY after written accreditation approval.

    Unauthorized marketing is prohibited.

    10. REPORTING REQUIREMENTS

    Installer shall submit:

    • Installation completion reports
    • Commissioning certificates
    • Site photographs
    • Client acceptance documentation
    • Maintenance records

    11. QUALITY AUDITS

    NEFTALY reserves the right to:

    • Conduct installation inspections
    • Perform technical audits
    • Suspend unsafe installations
    • Require corrective action

    12. NON-EXCLUSIVITY

    This accreditation:

    ☐ Is Non-Exclusive
    ☐ May be Territory Exclusive (if approved)

    13. CONFIDENTIALITY

    Installer shall maintain confidentiality regarding:

    • Technical systems
    • Pricing structures
    • Client information
    • Installation methodologies

    Valid for 5 years after termination.

    14. TERM

    Accreditation validity:

    Two (2) Years

    Renewable subject to performance and compliance review.

    15. TERMINATION

    NEFTALY may suspend or terminate accreditation for:

    • Unsafe installations
    • Regulatory violations
    • Brand misuse
    • Fraud or misconduct
    • Failure to meet standards

    Termination notice: 30 days.

    Immediate suspension permitted for safety risks.

    16. LIABILITY

    Installer remains responsible for:

    • Installation workmanship
    • Personnel safety
    • Site damages
    • Regulatory compliance failures

    17. GOVERNING LAW

    This Agreement shall be governed by the laws of:

    Republic of South Africa

    18. ACCREDITATION IDENTIFICATION

    Upon approval, Installer shall receive:

    ✅ Installer Certificate
    ✅ Accreditation Number
    ✅ Authorized Installer Listing
    ✅ Technical Access Authorization

    19. COMMUNICATION

    Official Programme Communication:

    Saki Kweba
    Installer Accreditation & Partnership Coordination
    Neftaly Corporate

    20. SIGNATURES

    FOR NEFTALY CORPORATE

    Name: Neftaly Malatjie
    Title: Chief Executive Officer

    Signature: _______________________
    Date: ___________________________

    FOR ACCREDITED INSTALLER

    Name: ___________________________
    Title: ___________________________

    Signature: _______________________
    Date: ___________________________

  • Neftaly Exclusive African Master Distribution Agreement

    EXCLUSIVE AFRICAN MASTER DISTRIBUTION AGREEMENT

    Topak Power Technology – Neftaly Corporate

    This Exclusive African Master Distribution Agreement (“Agreement”) is 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”, “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.”

    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

    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.

    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.

    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

    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.

    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

    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

    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.

    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.

    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.

    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

    12. BRAND & INTELLECTUAL PROPERTY

    All intellectual property remains owned by TOPAK.

    NEFTALY receives exclusive licensed usage rights within Africa for:

    • Marketing
    • Sales
    • Installation
    • Distribution

    13. WARRANTY & AFTER-SALES

    TOPAK:

    • Responsible for manufacturing defects.

    NEFTALY:

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

    14. LOGISTICS & INVENTORY

    NEFTALY shall establish:

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

    TOPAK shall support supply continuity.

    15. TERM

    Initial Agreement Period:

    Ten (10) Years

    Renewable automatically subject to performance compliance.

    16. TERMINATION

    Termination permitted upon:

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

    Minimum 180 days written notice required.

    17. FORCE MAJEURE

    Neither Party liable for delays caused by:

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

    18. CONFIDENTIALITY

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

    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

    20. COMMUNICATION AUTHORITY

    Official Communication Representative:

    Saki Kweba
    Partnership & Communications Officer
    Neftaly Corporate

    21. ENTIRE AGREEMENT

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

    22. SIGNATURES

    FOR TOPAK POWER TECHNOLOGY

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

    FOR NEFTALY CORPORATE

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

  • Neftaly Exclusive African Territory Agreement

    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

  • Neftaly Representation Agreement Draft

    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: ___________________________

  • Neftaly Co-Publishing Agreements with Partners