Incorporates the General Terms and Conditions in full. Standard provisions (Regenerative Covenant, network regeneration contribution, digital infrastructure, data protection, force majeure, dispute resolution, governing law, severability) are set out therein and apply to this Agreement without repetition.
Every regenerative network needs ground to stand on. Not metaphorically — literally: a roof, a piece of earth, a workshop, a tool. The Owner is the one who provides that ground. Not as a landlord, not as an investor, but as a foundation-bearer: someone who has acquired a place — by purchase, by inheritance, by long labour — and made the choice to put it to purpose larger than its market value. The Owner has not surrendered title. They have done something more difficult than that: unlocked the asset for the commons while continuing to hold it. This Agreement is the network’s answer to that act. It honours the Owner’s continuing ownership, names the conditions of shared use, and binds the Association to treat the place as if it were its own — knowing always that it is not.
This Agreement is made and entered into on [Date] by and between:
ReGenerativa APS — ETS, a recognised Association for Social Promotion and Third Sector Entity (Associazione di Promozione Sociale — Ente del Terzo Settore) under Italian law, registered pursuant to Legislative Decree 3 July 2017, No. 117 (Third Sector Code) and inscribed in the Registro Unico Nazionale del Terzo Settore (RUNTS), with registered office at [Address], Castorano (AP), Italy, tax code 92074380442, represented by [Name and Title of Authorised Representative] (hereinafter, the “Association”);
and
[Owner’s Full Name], born on [date] in [city], residing at [address], tax code/ID no. [ID number], being the lawful owner of the asset described below (hereinafter, the “Owner”).
The Association and the Owner are hereinafter jointly referred to as the “Parties” and individually as a “Party.”
1. Subject and Purpose of Use
1.1 The Owner hereby grants to the Association a gratuitous, purpose-bound right of use of the asset described in Annex 1 (the “Asset”), in accordance with the terms of this Agreement and the provisions of Articles 1803–1812 of the Italian Civil Code on comodato d’uso.
1.2 The Asset may consist of real property, land, equipment, tools, vehicles, or other items as detailed in Annex 1. The Association shall use the Asset exclusively for purposes related to its non-profit mission and statutory activities, in furtherance of its social and community objectives, and limited to the specific uses specified by the Owner in Annex 2 (the “Purpose”). Annex 2 shall classify the permitted uses according to the Association’s Regenerative Impact Framework (GT-1.6), which organises regenerative impact across six integral dimensions.
1.3 The Association may organise activities at or with the Asset that generate lawful revenue, provided that such revenue is used exclusively to cover operating costs, fund the Association’s statutory activities, and support the regenerative mission of the network. Such activities do not constitute commercial exploitation of the Asset by the Owner.
1.4 Any use of the Asset outside the agreed Purpose is prohibited unless the Parties agree otherwise in writing by way of amendment to Annex 2.
1.5 Holon status. For the purposes of GT-4, the Asset entrusted under this Agreement is an Asset holon (as defined in GT-1.10 and GT-4.2(b); a Hub where the Asset is a place), with Steward(s) holding delega di spesa per GT-4.3.
2. Ownership and Access
2.1 Ownership of the Asset remains with the Owner at all times. This Agreement does not transfer ownership of the Asset, but only grants the Association a temporary right of use.
2.2 The Owner retains the right to reasonable access to the Asset and may use the Asset for personal purposes, provided that such use does not interfere with the Association’s scheduled activities. The Owner agrees to coordinate in advance with the Association to ensure compatibility with the Association’s calendar (as indicated in Annex 1).
2.3 During the periods reserved for Association use, the Owner’s personal access shall be exercised with due regard for participants, members, and stewards present at the Asset.
2.4 The Owner may undertake commercial activities with respect to the Asset during periods not reserved for Association use, provided that such activities do not conflict with the Asset’s condition, the Association’s schedule, or applicable law. Any commercial use during Association periods requires the Association’s prior written consent.
2.5 Having unlocked the Asset for the commons, the Owner holds fair-use access to the network and community activities hosted at the Asset, free at the point of use, on the footing of a contributing participant. This access is subject to capacity, safety, and the Asset’s DNA (GT-1.5), and may not displace a participant who has booked or a Steward’s operational needs. It does not waive a Programme’s direct delivery cost: where a Mentor’s Programme recovers its resource-cost (Agreement 4; GT-4), the Owner covers that cost like any other participant, the Mentor’s labour remaining the gift. This access is personal fair use and confers no commercial benefit — the Owner’s commercial activities remain governed by Clause 2.4.
2.6 Owner’s Choice of Stewards. The Owner may designate which Steward or Stewards hold the stewardship of the Asset for any given period, including different Stewards for different periods — seasonal, rotating, or project-based, per Agreement 3, Clause 15.2 — and may veto a proposed Steward appointment before it is formalised, stating the reasons in writing. The Association formalises each designation through a Stewardship Agreement; every designee must satisfy the membership prerequisite (Agreement 3, Clause 1.7). A designation change affecting a serving Steward proceeds under the notice and termination protections of Agreement 3 (Clauses 3.3 and 16).
2.7 Owner’s Access Veto. The Owner may exclude a named individual from access to or utilisation of the Asset by written notice to the Association stating the reasons for the exclusion. The Association and the Steward(s) shall give effect to the exclusion. The exclusion is asset-scoped: it does not affect the person’s membership, Network Passport record, or standing elsewhere in the network, and it may not be exercised contrary to mandatory anti-discrimination law. The excluded person may refer the exclusion to review under GT-7, including the interim panel of GT-7.2; the review may facilitate a conversation between those affected and records its finding, but the final decision over access to the Asset rests with the Owner.
2.8 Owner’s Designated Access. The Owner may designate a named individual who is to be granted access to or use of the Asset, by written notice to the Association. The Association and the Steward(s) shall give effect to the designation, and a Steward may not deny access to a person so designated (Agreement 3, Clause 4.4). Such access is subject to safety, the Asset’s carrying capacity, the Asset DNA (GT-1.5), and applicable law, and may not displace a participant who has already booked or a Steward’s operational needs. It is personal access that confers no role, governance, or commercial benefit, and does not waive a Programme’s direct delivery cost (Clause 2.5).
3. Association’s Obligations
3.1 Proper Use and Maintenance. Use the Asset with due care and diligence, solely for the purposes set forth in this Agreement, and in compliance with all applicable laws and regulations. The Association shall keep the Asset in good condition per the Asset Care Protocol (Annex 6) and its applicable child protocols (for a place, the Hub Care Protocol, Annex 3).
3.2 Operating Costs. Bear all ordinary operating expenses related to the Asset’s use, calculated on a pro rata temporis basis (proportional to the effective time of use on an annual basis). This includes payment of utilities (electricity, water, gas), insurance premiums, asset depreciation rates as per official tables, and any ordinary local taxes or fees (property tax, waste charges) arising from effective time of use.
3.3 Insurance. Maintain appropriate insurance coverage for the Asset and its operations, including at minimum: property damage insurance (if applicable), third-party civil liability insurance for activities on or with the Asset, and accident insurance for volunteers and participants as required by Article 18 of Legislative Decree 117/2017. Where the Asset is real property, the Association shall name the Owner as an additional insured; for other Assets, where possible. The Association provides proof of insurance annually without request, and at any time upon request. The Association may develop collective insurance arrangements within the network to achieve more favourable terms.
3.4 No Structural Alterations Without Consent. Not make any structural changes or significant alterations to the Asset without the Owner’s prior written consent. Non-structural rearrangements of furniture and spaces are permitted during the Association’s use period. At the end of each use period, the stewards or other involved parties shall consult the Owner to determine whether rearrangements may remain in place or must be restored to their original configuration. Any approved permanent improvements that become fixed to the Asset shall, unless otherwise agreed, become the Owner’s property upon termination (or be removed at termination, at Owner’s choice). Where the cumulative value of network-funded improvements and shared infrastructure investments exceeds the threshold set in Annex 4, the Parties shall complete Annex 4 with an amortisation schedule before further investment, so that an early termination under Clause 6.1 settles the unamortised value (by repayment or by a proportionately extended notice period) rather than leaving it uncompensated.
3.5 Monitoring and Reporting. Promptly inform the Owner of any significant damage, defect, or need for extraordinary repair concerning the Asset. The Association shall notify the Owner as soon as practicable of any condition that could require the Owner’s intervention under Clause 4 or that could jeopardise the Asset’s value or safety.
3.6 Indemnity. Use the Asset at its own risk and indemnify the Owner (hold the Owner harmless) from any liability towards third parties for injury, damage, or loss arising from the Association’s use of the Asset, except to the extent caused by the Owner’s own negligence or wilful misconduct.
3.7 No Transfer of Use. Not assign, sub-license, or lend the Asset or any portion of it to any third party outside the Association’s network without the Owner’s prior written consent. The Association may permit use of the Asset by its members, stewards, staff, mentors, and participants in the Association’s organised activities within the terms of this Agreement. The Asset shall not be used as security or collateral for any obligation.
3.8 Wear and Tear. The Association shall contribute to the maintenance, repair, or replacement of elements subject to wear resulting from intensive use by its members, participants, and visitors, as detailed in Annex 3 and Annex 4 — Shared Infrastructure Contributions.
3.9 Asset Activation. Within six (6) months of the commencement date of this Agreement, the Association shall: appoint at least one Steward for the Asset; schedule at least one activity or use of the Asset; and communicate the Asset’s existence and availability to the Association’s membership through its standard channels.
If activation is delayed due to circumstances genuinely beyond the Association’s control, the Association shall notify the Owner in writing within the six-month period, explain the reason for the delay, and propose a revised activation timeline. The Owner may accept the revised timeline or, if the delay is unreasonable, initiate termination by notice under Clause 6.1.
Where activation stalls, the Parties shall first seek to re-tune the activation plan - adjusting the timeline, the Steward arrangement, or drawing network support - before any termination. Persistent failure to activate, where the Association has not communicated or proposed a revised timeline and has not engaged such re-tuning, is a material breach of this Agreement and grounds for termination by the Owner under Clause 6.2.
4. Owner’s Obligations
4.1 Peaceful Possession. Ensure that the Association has undisturbed and peaceful use of the Asset for the duration of this Agreement. The Owner shall not interfere with or interrupt the Association’s legitimate use, provided the Association is in compliance with the terms herein. The exercise of the Owner’s rights under Clauses 2.6, 2.7, and 2.8 does not constitute interference under this Clause.
4.2 Extraordinary Maintenance and Repairs. At the Owner’s own expense, take responsibility for all extraordinary maintenance and major repairs of the Asset. “Extraordinary maintenance” refers to substantial repairs or replacements necessary due to structural issues, wear and tear beyond ordinary use, or unforeseen damage (for example: roof replacement, structural wall repair, major system overhauls for real estate; or, for equipment, major part replacement not attributable to misuse). The Owner shall carry out such repairs within a reasonable time after notification.
As between Clauses 3.8 and 4.2: deterioration attributable to the intensity of network use exceeding the use profile recorded in Annexes 1 and 2 falls under Clause 3.8; structural aging, latent defects, and deterioration that would have occurred under ordinary use fall under this Clause. Doubt is resolved by reference to the most recent joint inspection record.
4.3 Insurance and Title. Maintain ownership of the Asset free and clear of any conditions that would prevent or compromise the Association’s use as agreed. The Owner affirms that the Asset is currently free of mortgages, seizures, or legal disputes that would impede this Agreement (or has disclosed any such encumbrances to the Association in writing).
4.4 No Fees and Non-Profit Character. Not request any rental fee or other economic compensation from the Association for the use of the Asset, as this loan for use is gratuitous in accordance with Italian civil law. The Owner confirms that this Agreement is made for purposes of social benefit and not for personal profit from the Association’s use. This clause does not prevent the Parties from entering into a separate written arrangement for shared infrastructure investments as provided in Annex 4.
5. Duration
5.1 This Agreement enters into force on the date of signature by both Parties (or on the later date specified in Annex 1 for the start of use) and shall remain in effect for an indefinite period unless a fixed term is specified in Annex 1.
5.2 If a fixed term is defined, the Agreement will automatically terminate at the end of that term unless renewed in writing by the Parties. If no fixed term is set, the Agreement continues until terminated in accordance with Clause 6.
6. Termination
6.1 Termination by Notice. Either Party may terminate this Agreement at any time without penalty by providing at least ninety (90) days’ written notice to the other Party. The Parties shall cooperate to ensure an orderly handover of the Asset. Where a Steward is active at the Asset, the Association shall notify them within fourteen (14) days of giving or receiving notice, and shall honour the Steward’s notice period under Agreement 3 §16.1 within the wind-down.
6.2 Immediate Termination for Cause. Either Party may terminate immediately for serious cause per GT-6A; the Owner’s termination revokes the right of use. For the Owner, serious cause additionally includes: use of the Asset for purposes outside those permitted; wilful or grossly negligent damage; non-payment of ordinary expenses leading to liens or service interruptions; or any action that materially endangers the Asset or public safety.
6.3 Automatic Termination and Steward Continuity. This Agreement shall terminate automatically if the Association is dissolved, ceases to operate as a legal entity, or loses its status under Italian law.
If the Owner intends to transfer ownership of the Asset to another party, the Owner shall notify the Association in writing at least sixty (60) days before the planned transfer date. The Association shall notify any active Steward of the intended transfer within 14 days of receiving such notice.
The incoming owner shall be provided with a copy of this Agreement, the current Stewardship Agreement (if any), and any active Annexes, within 14 days of the transfer being completed. The incoming owner shall then have thirty (30) days to confirm in writing whether they will assume the obligations of the Owner under this Agreement and the associated Stewardship Agreement.
During this thirty-day period, the Stewardship Agreement remains in full effect and the Steward’s position is protected. If the incoming owner does not confirm assumption of obligations within thirty (30) days, this Agreement terminates at the end of that period. The Association shall notify the Steward of the outcome within 14 days of the incoming owner’s response or the expiry of the thirty-day period, whichever is earlier.
Unless the incoming owner agrees in writing to assume the Owner’s obligations, this Agreement terminates upon such transfer. The Steward is entitled to the full notice period under the Stewardship Agreement from the date of termination notification.
6.3A Network Acquisition and Path to Commons. The Parties record their shared intention that the Asset may, over time, pass from gratuitous use into permanent commons — owned by the network and held under the non-distribution constraint and the dissolution-devoluzione of GT-13 (Art. 9 of the Third Sector Code), so that it can never be re-privatised. To that end:
(a) Right of first refusal. Should the Owner decide to sell or otherwise transfer the Asset (Clause 6.3), the Association may acquire it on terms no less favourable than any bona fide third-party offer, exercisable in writing within thirty (30) days of the Owner’s notice.
(b) Standing purchase option (optional). Where the Owner so elects in Annex 1, the Association holds a standing option to purchase the Asset at a fair valuation determined by the method recorded there (failing which, by an independent valuer appointed jointly). The method shall be determinable without fresh negotiation — an independent sworn appraisal anchored to observable market references (OMI ranges), net of network-funded improvements, so the network does not repurchase value it itself financed — and the price paid by the Association shall in no case exceed the appraised fair value. This Agreement does not otherwise oblige the Owner to sell.
(c) Funding. An acquisition under (a) or (b) is funded from the Asset holon’s Asset Reserve (GT-4.4B), topped up where necessary by Board allocation; it is proposed by the host Steward(s) and approved by the Board. Before exercise: the acquisition deed declares the Asset’s direct use for institutional activities within five years (Art. 82(4) CTS), the Board file records the direct-use plan, and any authorisation the Statute requires of the Assembly for the acquisition of immovable property is obtained.
(d) Donation route. The Owner may instead donate the Asset into the commons under Agreement 5, with the fiscal treatment of a donation.
An Asset acquired or donated under this Clause is thereafter held by the Association as complete commons (GT-4.4B(f)).
6.4 No Compensation. Upon termination, the Association shall not be entitled to compensation for improvements (except as separately agreed under Annex 4), and the Owner shall not owe compensation to the Association for cessation of use.
7. Handover at End of Use
7.1 Upon termination for any reason, the Association shall promptly return the Asset to the Owner in substantially the same or better condition as at the start, except for normal wear and tear.
7.2 The Parties shall conduct a joint inspection. The Association shall remove temporary installations, equipment, and materials, and restore modifications as agreed. All keys, documents, and accessory items must be returned.
7.3 The Association’s obligation to indemnify the Owner and any provisions intended to survive termination shall continue in effect after the Agreement ends.
8. Signatures
By signing below, the Parties confirm that they have read and understood this Agreement and the General Terms, and agree to be bound by their terms.
For ReGenerativa APS — ETS:
Name: [Name and Title of Authorised Representative]
Signature: _________________________
Date: _________________________
Owner:
Name: [Owner’s Full Name]
Signature: _________________________
Date: _________________________
Linked Annexes
- Agreement 1 Annex 1 — Asset Description and Access
- Agreement 1 Annex 2 — Permitted Use and Regenerative Impact
- Agreement 1 Annex 3 — Hub Care Protocol (place-specific child of Annex 6)
- Agreement 1 Annex 4 — Shared Infrastructure
- Agreement 1 Annex 5 — Hub DNA
- Agreement 1 Annex 6 — Asset Care Protocol (general care for any Asset)