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: ___________________________