Incorporates the General Terms and Conditions in full. The Network Regeneration Contribution (NRC; GT-4) is treated as a structure cost and is operationalised in Clause 10A. The digital infrastructure provisions (GT-3) govern the Contribution Ledger (a plain, shared log — not a blockchain). Dispute resolution between Partners follows the external mediation path (GT-7.3) rather than the internal Probiviri path.
A Partner is one who chooses to build with others while remaining themselves. They have their own legal identity, their own work, their own clients, their own life beyond the collaboration — and they have chosen to weave a part of that life into a Project that none of the Partners could build alone. This is not merger, and not consortium. It is something subtler: a framework in which separate entities pool their work without pooling themselves, and in which value is distributed not by the shares they hold but by the contributions they actually make. This Agreement is the network’s answer to that choice. It records what each Partner brings, validates value as it is delivered, distributes revenue in proportion to actual contribution, and keeps every Project tethered to the commons that made it possible.
This Partnership Agreement (the “Agreement”) is made on [Date] between:
[Partner 1 Full Legal Name], with registered office at [address], tax code / VAT no. [number], represented by [name and title] (hereinafter, “Partner 1”);
[Partner 2 Full Legal Name], with registered office at [address], tax code / VAT no. [number], represented by [name and title] (hereinafter, “Partner 2”);
[Additional Partners as needed]
Each a “Partner”, and together the “Partners.”
1. Intent and Principles
1.1 The Partners wish to collaborate in the conception, development, delivery, commercialisation, and stewardship of shared projects, products, services, and initiatives.
1.2 This Agreement establishes a common framework preserving transparency, fair recognition of contributions, operational flexibility, legal autonomy of each Partner, and a distribution model based on validated value creation rather than fixed ownership shares alone.
1.3 The Partners intend this Agreement to function as a syntropic collaboration framework, enabling collaboration in which each Partner contributes according to its competencies, value is recognised in proportion to actual contribution, and projects can scale without becoming extractive.
1.4 This is a framework agreement. Each specific initiative shall be described in one or more Project Sheets attached or linked to this Agreement.
1.5 Holon status. For the purposes of GT-4, each Project activated under this Framework is a Project holon (as defined in GT-1.10 and GT-4.2(c)), with the coordination role or Vehicle Entity acting on behalf of participating Partners. NRC inflow and allocation are governed by §10A of this Agreement together with GT-4.
2. Definitions
“Framework” means this Agreement together with its annexes and Project Sheets.
“Project” means any initiative carried out jointly under this Framework and identified by a Project Sheet.
“Project Sheet” means the document defining the specific characteristics of a Project.
“Vehicle Entity” means the company, cooperative, or fiscal host designated for a Project.
“Contribution” means any apported value brought by a Partner.
“Validated Contribution” means a Contribution accepted according to the validation rules.
“Contribution Ledger” means the Project’s partition of the Association’s one Contribution Ledger (GT-1.7), in which Contributions are recorded and validated. Its visibility follows the network setting of GT-3.4A (currently: all network participants); every Partner on the Project sees it in full at any setting.
“Net Project Revenue” means Project revenue after deduction of agreed direct costs, structure costs, and taxes.
3. Object
3.1 The purpose is to define a stable collaboration framework for joint development of Projects, combining complementary capabilities, serving clients or beneficiaries, sharing revenues, and managing contribution recognition through transparent validation.
3.2 No Partner is obliged to participate in every Project. Each retains its own legal identity, autonomy, and separate tax obligations.
4. Core Principles
The collaboration is guided by:
- Transparency — roles, economics, and contributions visible to all Partners
- Contribution-Based Fairness — distribution reflects validated contributions
- Autonomy — each Partner chooses which Projects to join
- Regenerative Efficiency — optimise resource inputs and maximise regenerative outputs
- Scalability — new Partners and Projects can be added without redesign
- Separation of Governance and Distribution — governance rights are distinct from revenue distribution
5. Vehicle Entity
5.1 For one or more Projects, the Partners may designate a Vehicle Entity to sign contracts, invoice and receive payments, administer funds, handle taxes, and cover structure costs.
5.2 Governance participation in the Vehicle Entity does not automatically determine how Project revenues are distributed. Project economics shall be distributed based on Validated Contributions, not merely equity ownership.
5.3 The preferred legal form for the Vehicle Entity is a cooperative (cooperativa di comunità, cooperativa sociale, or società cooperativa), or alternatively a Società Benefit or Startup Innovativa a Vocazione Sociale, in order to align the Project with regenerative, mutualistic, and non-extractive principles. Where a conventional SRL is used, the Partners shall seek to reflect the same principles in the Vehicle Entity’s articles of association, including democratic governance, reinvestment of surplus, separation of governance shares from revenue distribution, and transparency in contribution validation and allocation.
6. Project Activation
6.1 A Project is activated when Partners propose it, a Project Sheet is drafted, participating Partners approve it, the Project passes a regenerative mission-alignment check against the Regenerative Covenant (GT-2) - at minimum, that it does no net harm to land, people, or community - and the Project is entered into the Contribution Ledger.
6.2 Each Project Sheet shall define at minimum:
- Name and description
- Participating Partners
- Coordination role
- Client / beneficiary context
- Timeline
- Rate logic or valuation method
- Direct and structure costs
- Validation method
- Revenue distribution method
- Intellectual property conditions
- Any special conditions
7. Types and Measurement of Contributions
7.1 Contributions may include: strategic design, software development, design and communications, project management, client acquisition, facilitation, legal and administrative support, pre-existing intellectual property, relationships and market access, tools and infrastructure, direct funding, and other forms of apported value.
7.2 Contributions may be measured by hours, fixed milestones, agreed value units, market replacement value, pre-agreed fees, or other methods defined in the Project Sheet.
7.3 Contributions do not create immediately payable debt merely by being logged. They become economically relevant through the distribution mechanism.
8. Validation of Contributions
8.1 Contributions shall be recorded in the Contribution Ledger. A Contribution becomes Validated when accepted according to the Project rules, which may include: peer validation, project lead approval, milestone confirmation, majority approval, or documentary evidence. Validation shall actively surface contributions that are real but easily under-logged — coordination, facilitation, the care that holds the collaboration together — rather than only confirming what was recorded.
8.2 The Partners use a simple shared digital record to ensure traceability and transparency of contributions (see A6-4).
8.3 Disputes regarding validation shall be addressed first among participating Partners, then by two-thirds majority if unresolved. Where the disputed value exceeds the threshold set in the Project Sheet, the dispute is first reviewed by a neutral reviewer — a Partner not participating in the Project, or a mediator per GT-7.3 — whose written opinion is considered before the two-thirds vote is final.
9. Dynamic Participation Shares
9.1 Each Partner’s share in distributable Project economics shall be calculated dynamically based on cumulative Validated Contributions relative to the total.
9.2 Shares may change over time as new Contributions are made and validated, ensuring distribution remains responsive to actual effort and value creation.
9.3 Relational contribution share. Where the participating Partners so provide in the Project Sheet, a slice of Net Project Revenue — fixed ex ante in the Project Sheet as a percentage, before work begins — is reserved for relational and stewardship contributions (coordination, facilitation, care of the collaboration), validated qualitatively by peer recognition under Clause 8 against criteria stated in the Project Sheet. This slice exists so that the work that holds a Project together is not structurally starved by measures that count only hours and milestones. Distributions from it follow the same fiscal documentation as all other distributions (Clause 10.2; GT-12), and the slice is never retroactively resized. The slice shall not exceed the network ceiling held with the Unified Fund parameters (LGR-2; default fifteen percent (15%) of Net Project Revenue) unless the Project Sheet records a written justification for the higher figure; and each distribution from it is invoiced with a description of the actual service rendered (coordination, facilitation, relational stewardship) at its normal value — never as a generic contribution share.
10. Revenue Flow and Distribution
10.1 Project revenues flow as follows: the client pays the Vehicle Entity; agreed direct costs are covered; structure costs (including the NRC and, where an entrusted Asset is used, the Asset Regeneration Contribution, per Clause 10A) are deducted; the remaining Net Project Revenue is allocated among Partners according to validated shares.
10.2 Each Partner shall issue the necessary invoice, receipt, or fiscal documentation. Distribution shall occur within thirty (30) days of receipt and accounting completion.
10A. Network Regeneration Contribution
10A.1 Economic activities carried out under this Agreement contribute to the Unified Fund (GT-1.10). The Network Regeneration Contribution is a structure cost and is deducted from Project revenue before Net Project Revenue is calculated for distribution to Partners. Where the paying party is a separate legal person (a Vehicle Entity), the Contribution is the fee for defined network services — the licence and use of the network’s marks, frameworks, and templates; the digital platform and Contribution Ledger infrastructure; network coordination and Network Demand Signals; and access to the constellation’s ecosystem — invoiced by the Association with VAT (GT-4.4(a)), and is not a donation.
10A.2 The applicable rate is the prevailing NRC Rate (GT-4.4(a); LGR-2). There is no per-Project negotiation of the rate; the rate in effect at the time the Project’s revenue is recognised applies to that revenue.
10A.3 Asset Regeneration Contribution. Where a Project uses an Asset entrusted to the network under Agreement 1 (for example, a Project run at a Hub), the Asset Regeneration Contribution (GT-4.9) is a further structure cost: it is deducted from Project revenue — after the Network Regeneration Contribution and before Net Project Revenue is calculated for distribution to Partners — at the rate r_ARC (LGR-9), and routed to the host Asset holon. The Project Sheet may set a different rate only with the written agreement of the host Asset’s Steward(s), and never below the floor r_ARC_min (LGR-9).
10A.4 The NRC is transferred to the Unified Fund (GT-1.10) within thirty (30) days of receipt and accounting completion, alongside Partner distributions under Clause 10.2. Where a Vehicle Entity is used, it is responsible for calculating, withholding, and remitting the NRC. Where no Vehicle Entity exists, the coordinating Partner for the Project is responsible.
10A.5 This Clause 10A is a stipulation in favour of a third party (Article 1411 of the Italian Civil Code) made by the Partners in favour of the Association, which holds a direct right to enforce the remittance of the NRC notwithstanding that it is not a signatory to this Agreement.
11. Intellectual Property
11.1 Each Partner retains ownership of pre-existing intellectual property. By participating, each grants a non-exclusive licence for use within the Project.
11.2 Jointly developed intellectual property shall be owned as defined in the Project Sheet. If silent, co-created outputs are jointly owned in proportion to Validated Contributions.
11.3 External exploitation of jointly developed IP requires the consent of co-owning Partners.
12. Governance of the Framework
12.1 Ordinary decisions by simple majority of all Partners. Extraordinary decisions (admission/exclusion of Partners, amendment of core clauses, dissolution) by two-thirds majority.
12.2 Decisions concerning a specific Project are made only by the Partners participating in that Project.
13. Admission and Exclusion of Partners
13.1 New Partners may join by application, two-thirds majority approval, and signing an accession instrument.
13.2 A Partner may be excluded by two-thirds majority for serious breach, repeated non-performance, fraud or manipulation of validation data, serious reputational damage, or loss of legal capacity.
13.3 Where a Partner is a natural person entering in individual capacity, that Partner must hold a current Membership Agreement in good standing per Agreement 2, Clause 1.4 (see GT-11.4).
14. Confidentiality
14.1 Each Partner shall keep confidential any non-public technical, commercial, financial, relational, or strategic information received through the Framework.
14.2 This duty continues for three (3) years after cessation of participation.
15. Warranties and Responsibility
15.1 Each Partner warrants that it has the legal capacity to enter this Agreement, may lawfully provide its declared Contributions, will comply with applicable tax and regulatory obligations, and is not knowingly placing the Project in legal conflict.
15.2 No Partner may bind another Partner unless expressly authorised in writing.
16. Duration, Withdrawal, and Effects of Exit
16.1 This Agreement enters into force on signature and continues indefinitely unless terminated. Any Partner may withdraw by giving ninety (90) days’ written notice.
16.2 Withdrawal does not extinguish:
- Rights to amounts from Validated Contributions
- Obligations on ongoing approved tasks
- Confidentiality obligations
- Obligations relating to shared IP
16.3 A withdrawing or excluded Partner retains distribution rights attributable to Validated Contributions made prior to exit, but loses rights to future Project decisions and economics. Contributions logged but not yet validated at the date of exit are validated or rejected through the process of Clause 8 within sixty (60) days, and validated entries count toward the exiting Partner’s retained distribution rights.
17. Signatures
Partner 1:
Name: [Name, Title]
Signature: _________________________
Date: _________________________
Partner 2:
Name: [Name, Title]
Signature: _________________________
Date: _________________________
Partner 3:
Name: [Name, Title]
Signature: _________________________
Date: _________________________
Linked Annexes
- Agreement 6 Annex 1 — Partner Onboarding & Register — combined adhesion form and canonical Partner register (Part A is the form new Partners sign; Part B is the living record)
- Agreement 6 Annex 2 — Economics Schedule — combined structure costs and reference hourly rates (Part A is overhead deducted before distribution; Part B is the rate table for hours-based contributions)
- Agreement 6 Annex 3 — Project Sheet — one sheet per Project; governs scope, contributions, and revenue
- Agreement 6 Annex 4 — Contribution Log — the simple shared log in which Partner contributions are recorded, confirmed, and turned into distribution shares
Contribution Recognition
Contribution recognition follows GT-3.5. For Partners, the Network Passport is a trust signal for future Projects (GT-3A.5); any contribution-based access follows the single rule in GT-3A.3.