Agreement 7 — Intrapreneurship

Incorporates the General Terms and Conditions in full. Standard provisions (Regenerative Covenant, Network Regeneration Contribution (NRC), digital infrastructure, data protection, force majeure, dispute resolution, governing law, severability) are set out therein and apply without repetition.

An Intrapreneur is a founder who chose to begin from within. Most ventures are born from independence — a founder strikes out, takes the risks, retains control. The Intrapreneur does something structurally different. They build from inside a commons, drawing on its relationships, its infrastructure, and its visible patterns of unmet need recorded in the Network Demand Register. They are responding to demand the community has already expressed, not imposing a vision the market has not yet asked for. This is not a smaller kind of entrepreneurship; it is a different lineage of it, one in which interdependence is the starting condition rather than the eventual compromise. This Agreement is the network’s answer to that choice. It offers incubation — hub access, fiscal hosting, first-client commitment, network introductions — in exchange for accountability to the commons that made the venture possible. And it names the path by which, in its time, the venture may emerge into autonomy without forgetting where it began.

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

[Founding Member’s Full Name], born on [date] in [city], residing at [address], tax code/ID no. [ID number], a current member of the Association (hereinafter, the “Founding Member”);

together with any Contributing Members admitted to the venture holon pursuant to Clause 4 of this Agreement.

The Association, the Founding Member, and all Contributing Members are hereinafter collectively referred to as the “Parties.” The Founding Member and all Contributing Members are collectively referred to as the “Venture Members.”

1. Nature and Purpose

1.1 This Agreement governs the activation and incubation of a Venture Holon in response to a documented Network Demand Signal recorded in the Network Demand Register.

1.2 A Venture Holon under this Agreement is a purpose-defined unit created from within the network to respond to demand already expressed by the community. It is neither a department of the Association nor a standard Partnership between pre-existing equals.

1.3 The Association acts as incubator: it maintains the visibility of demand signals and, during incubation, may provide ecosystem support including hub access, tools, legitimacy, fiscal hosting, introductions, and first-client commitment, in exchange for mission alignment, transparency, adherence to the Network-First Ruleset, and payment of the Network Regeneration Contribution where applicable.

1.4 The Founding Member initiates the Venture Holon by recognising a documented Demand Signal, proposing a credible response, and assuming responsibility for early coordination. This role is temporal and functional, not hierarchical.

1.5 This Agreement does not create an employment relationship or a tenancy (GT-12.4; GT-11.5), nor any claim by the Association over the Venture Members’ intellectual property except as expressly provided in Clause 9.

1.6 This Agreement does not preclude the Venture Holon from eventually becoming an independent legal entity. Emergence is governed by Clause 10 and Agreement 7 Annex 3 — Emergence.

1.7 Relationship to other agreements. The Founding Member and all Contributing Members must hold a current Membership Agreement. Hub access during incubation follows the logic of the Stewardship Agreement. External partners who join a mature venture may require a Partnership Agreement. Mentors engaged to support the venture are governed by the Mentorship Agreement.

2. The Network Demand Register

2.1 The Association maintains a Network Demand Register — a living, publicly visible record of recurring unmet needs surfaced through network operation. The Register is the foundation of the intrapreneurship system. Without it, ventures risk being solutions looking for problems; with it, every activated venture is a response to demand the community has already expressed.

2.2 Any member, steward, hub, or participant in the network may submit a Network Demand Signal to the Register. A Demand Signal documents: the nature of the unmet need; the contexts in which it has been observed; the frequency and breadth of the demand; and the regenerative-impact dimensions it affects. Signals are submitted to the Association and reviewed for publication within 30 days.

2.3 The Association publishes Demand Signals in the Register with appropriate anonymisation — preserving the pattern and its evidence without exposing the identities of individual requesters unless they have consented. The Register is accessible to all current members.

2.4 The Association’s governing body, acting through a designated Register Curator, actively curates the Register. The curation procedures — consolidation, retirement, flagging of long-unaddressed signals, seasonal reporting, and where the record lives until the network’s digital infrastructure (GT-3.1) is operational — are set out in the Operational Procedures, Section L.

2.5 The existence of a Demand Signal in the Register does not obligate the Association or any member to respond to it. It makes the need visible and invites a response. The response may come as a Venture Holon under this Agreement, or through other means — a new mentorship programme, a stewardship adaptation, a partnership project. The Register is the network’s antenna, not its command structure.

3. Activation of the Venture Holon

3.1 A Venture Holon is activated when a Founding Member identifies a documented Demand Signal in the Register and proposes a credible response to it. The activation process is:

The Founding Member submits a written proposal to the Association referencing the specific Demand Signal(s) they are responding to, describing their proposed response and the expected benefit to the network, and stating their initial commitment
The Association reviews the proposal for: (a) genuine match between the proposed venture and the documented demand; (b) mission alignment with the Regenerative Covenant (GT-2) and the Regenerative Impact Framework (GT-1.6); (c) absence of duplication with existing ventures or activities
If approved, the Parties jointly complete Agreement 7 Annex 1 — Venture Sheet, which documents the Demand Signal, the venture’s scope, phase, milestones, NRC rate, first client commitment, and initial membership
This Agreement is signed by the Association and the Founding Member, with Contributing Members joining by signing the Venture Sheet

3.2 Approval by the Association is a match validation, not an idea approval. The need has already been established by the Register. The Association’s review focuses on whether the Founding Member is proposing a credible and mission-aligned response. The Association shall give written reasons for any refusal and, where possible, suggest how the proposal might be strengthened or reframed.

3.3 A Founding Member may also propose activation in response to a pattern of demand they have themselves observed but that is not yet formally in the Register. In this case, they must document the observed demand as a Demand Signal submission alongside their proposal. If the Association accepts both the Signal and the proposal, they may be processed together.

3.4 Activation commits the Association to the minimum Phase 1 support obligations specified in Clause 8 — or the equivalent obligations for the entry phase, where Exceptional Phase 2 entry under §6.2 applies. Within 30 days of activation, the Association shall confirm in writing: the specific hub access available to the venture, the fiscal hosting mechanism in place, and at least one concrete network introduction or first client commitment.

4. The Venture Holon — Structure and Principle

4.1 The Venture Holon is an open holon: any current Member of the Association in good standing may apply to join at any phase, subject to the admission process in Clause 5. There is no cap on membership of the holon unless the Venture Members unanimously agree to one and record it in the Venture Sheet.

4.2 Opening the holon to all Members is not merely an administrative option — it is a design principle. A venture that cannot attract co-founders from within the network is a signal that the proposed response may not be credible, or that the demand signal was weaker than it appeared.

4.3 The Venture Holon governs itself internally. Once two or more Venture Members are active, decisions are made by simple majority of Venture Members for operational matters, and by two-thirds majority for structural matters (admission, exit, phase transition, dissolution, and emergence). The Association retains oversight rights per Clause 8 but does not participate in the holon’s internal governance.

4.4 The Founding Member serves as the initial coordination point but holds no veto, no enhanced voting weight, and no claim to a larger share of revenue than their Validated Contributions justify. Their distinction is temporal, not hierarchical.

4.5 All Venture Members’ contributions are recorded in the Contribution Ledger (GT-3) from the moment of joining. The dynamic share logic of the Partnership Agreement (Clauses 9–10) applies to revenue distribution within the holon, adapted to the phase structure of this Agreement.

4.6 Allocation as a holon (living balance). As a holon under GT-4, the Venture runs the living balance of GT-4.4A on the parameters of the Allocation Model (GT-4.6; LGR-5), its discretionary envelope directed by the Venture Members as co-stewards per GT-4.3 (Agreement 2 §2.7). This contribution-weighted allocation is administration of delegated resources, distinct from both the revenue distribution of Clause 4.5 and the equal internal governance vote of Clause 4.3.

5. Admission of Contributing Members

5.1 Any current Member of the Association in good standing may apply to join an active Venture Holon as a Contributing Member at any phase. Application is made in writing to the existing Venture Members, describing the applicant’s intended contribution and commitment.

5.2 Admission requires a simple majority vote of existing Venture Members. The Association is notified of each admission; it does not hold a veto over individual admissions but may raise a concern in writing within 14 days if the admission creates a conflict of interest or compliance issue. Where existing Venture Members decline an applicant, they shall give written reasons, and the applicant may ask the Association to note the refusal against the open-holon principle (Clause 4.2).

5.3 Upon admission, the Contributing Member signs the Venture Sheet (or a supplement to it) and thereby accedes to this Agreement and all its terms.

5.4 Contributing Members joining in later phases inherit no retrospective share of contributions made before their admission. Their dynamic share is calculated from the date of their first Validated Contribution.

5.5 A Contributing Member who ceases to be a Member of the Association in good standing automatically loses their active status in the Venture Holon. Their accrued Validated Contributions are preserved; they may not participate in governance or receive future distributions until their membership is restored.

6. Network-First Ruleset

6.1 Every Venture Holon must remain responsive to the documented demand that justified its activation. The Network-First Ruleset ensures that service to the commons precedes external market expansion, and that the venture remains accountable to the network from which it emerged.

6.2 The ruleset defines three phases. Phase transitions are not automatic; each requires completion of a Agreement 7 Annex 2 — Phase Review agreed in writing by the Association and a two-thirds majority of Venture Members. Exceptional Phase 2 entry at activation is permitted in writing where the venture already demonstrates network service and has at least two active Venture Members at activation; in such cases the standard Phase 1 review is bypassed and the venture begins under Phase 2 obligations from the date of activation (Venture Sheet §3).

Phase 1 — Incubation

Capacity allocation: 100% of the venture’s output serves the Association’s network
External trading: Not permitted
Network Regeneration Contribution: Not applicable (no external revenue)
Association support: Full ecosystem access — hubs, tools, networks, fiscal hosting, confirmed first client commitment (Clause 3.4)
Duration: As defined in the Venture Sheet; typically 6–18 months
Exit criteria: The venture has delivered measurable value to the documented demand signal; has at least two active Venture Members; has a functioning contribution tracking record; and has a viable model for Phase 2

Phase 2 — Operational

Capacity allocation: Minimum 70% of capacity continues to serve the network; up to 30% may serve external clients
External trading: Permitted; the venture may operate under the Association’s fiscal umbrella or its own legal entity if formed
Network Regeneration Contribution: the prevailing NRC Rate on Net External Revenue (GT-4.4(a))
Association support: Continued ecosystem access; reduced direct involvement; Association acts as reference client
Duration: As defined in the Venture Sheet; reviewed annually
Exit criteria: The venture is financially self-sustaining; has established external client relationships; has a governance structure capable of operating independently; and has a proposal for Phase 3 or Emergence

Phase 3 — Mature

Capacity allocation: Minimum 40% of capacity continues to serve the network; up to 60% may serve external clients
External trading: Fully permitted; the venture is expected to operate under its own legal entity
Network Regeneration Contribution: the prevailing NRC Rate on Net External Revenue (GT-4.4(a))
Association support: Ecosystem membership; no direct incubation support
Emergence trigger: Venture Holon may initiate the Emergence process (Clause 10) at any point in Phase 3

6.3 At each phase, the minimum network-service obligation applies to capacity, not revenue. Capacity is measured by the metric declared in the Venture Sheet at activation (default: Venture Member hours per lunation), and Phase Reviews assess the floors against that metric.

6.4 The phase structure is a floor, not a ceiling. A Venture Holon may choose to maintain a higher proportion of network service at any phase. This is encouraged and recognised in the Contribution Ledger as a Validated Contribution of the holon to the commons.

7. Revenue, Fiscal Hosting, and Distribution

7.1 During Phase 1: The Association acts as fiscal host for any income the venture generates from network activities. This is governed by Italian Third Sector fiscal rules and GT-12.

7.2 During Phases 2 and 3: External revenue may be invoiced through the Association (if the venture has not yet incorporated) or through the venture’s own legal entity. In either case, the Network Regeneration Contribution is calculated on Net External Revenue and transferred to the Unified Fund (GT-1.10) within 30 days of receipt.

7.3 Distribution among Venture Members: After the NRC, the Asset Regeneration Contribution where the venture operates on an Asset entrusted under Agreement 1 (GT-4.9; rate per LGR-9, routed to the host Asset holon), and any agreed operating costs, Net Revenue is distributed among Venture Members per the dynamic share logic of Agreement 6 (Clauses 9–10), within thirty (30) days of revenue receipt and accounting completion.

7.4 Fiscal documentation: Each Venture Member is responsible for their own fiscal obligations arising from distributions received. The Association or the venture’s legal entity shall apply withholding taxes as required by Italian law (GT-12).

8. Association Oversight and Support

8.1 The Association retains the right to:

Review the Venture Sheet and its milestones at agreed intervals
Request transparency reports on activity, revenue, and contribution records
Raise concerns about mission alignment, NRC compliance, or conduct
Withdraw ecosystem support if Phase conditions are materially breached (see Clause 11)

8.2 The Association does not hold a governance seat in the Venture Holon. Its oversight is exercised through the Phase Transition Review process and through the conditions of this Agreement, not through day-to-day participation.

8.3 The Association commits to the following specific obligations, which are binding and not merely aspirational:

(a) First client commitment. Where the Demand Signal underlying the venture has generated requests from within the Association’s own operations or member base, the Association shall act as the venture’s first client, commissioning the venture’s service or product within Phase 1. The specific commitment is confirmed in writing at activation (Clause 3.4).

(b) Network introductions. The Association shall make at least three concrete network introductions for the venture during Phase 1 — to potential Contributing Members, collaborators, or clients within the network — within 60 days of activation.

(c) Fiscal hosting. The Association shall provide fiscal hosting for Phase 1 activities in compliance with applicable Italian Third Sector law. If fiscal hosting is not legally possible for a specific activity, the Association shall notify the Venture Members within 14 days and propose an alternative structure.

(d) Non-competition. The Association shall not develop or commission a competing internal service that addresses the same documented Demand Signal during the term of this Agreement, without prior written agreement with the Venture Holon.

8.4 Remedy for Association failure. If the Association materially fails to deliver any of the obligations in Clause 8.3 — and does not remedy the failure within 30 days of written notice from the Venture Members — the Venture Holon may request a Phase Transition Review regardless of whether the standard Phase 1 exit criteria have been met.

9. Intellectual Property

9.1 Pre-existing IP: Each Venture Member retains ownership of intellectual property developed independently before joining the Venture Holon. By joining, they grant the holon a non-exclusive licence to use that IP within the scope of the venture.

9.2 IP developed during incubation using Association resources (hubs, tools, fiscal hosting, network introductions): jointly owned by the Venture Holon and the Association. The Association holds a non-exclusive, royalty-free, perpetual licence to use such IP for its own mission-aligned purposes. The Venture Holon holds all other rights.

9.3 IP developed independently by Venture Members (using their own resources, outside hub hours): owned by the developing Venture Member(s), with a non-exclusive licence granted to the holon for use within the venture.

9.4 Co-created IP within the holon: owned jointly by contributing Venture Members in proportion to Validated Contributions, unless the Venture Sheet specifies otherwise.

9.5 Upon Emergence, the IP ownership arrangement is confirmed in the Agreement 7 Annex 3 — Emergence. The Association’s non-exclusive licence for Phase 1 IP survives Emergence in perpetuity.

10. Emergence

10.1 Emergence is the process by which the Venture Holon formally separates from the Association’s incubation framework and becomes a fully independent legal entity. It is available from Phase 3 onward.

10.2 Emergence is initiated by a two-thirds majority of Venture Members and must be agreed in writing by the Association. Neither Party can force Emergence on the other. The Association shall not refuse Emergence without written reasons against the following criteria: the venture’s NRC and fiscal obligations are settled; the documented Demand Signal remains served or has been formally retired; and the terms of Annex 3 (rate, intellectual property, preferred-client) are agreed or referable to mediation. A refusal is re-examined at each annual Phase 3 review, and persistent refusal without sustainable reasons may be referred to dispute resolution under GT-7.

10.3 The terms of Emergence are defined in Agreement 7 Annex 3 — Emergence, which addresses:

The legal form of the Emerged Entity
Whether the Association holds a minority stake, a royalty right, or a preferred-client clause
The NRC obligation post-Emergence — negotiated at the moment of Emergence within 3–10%, locked perpetually as an undilutable share and encoded in the Emerged Entity’s bylaws (see A7-3 §2)
Surviving IP licences
The Emerged Entity’s ongoing eligibility to access the network as a Partner (Agreement 6) or Supporter (Agreement 5)

10.4 An Emerged Entity that ceases to honour its post-Emergence obligations loses its preferred access to the network and may be required to return a portion of the value received during incubation, as defined in the Emergence Agreement.

11. Suspension and Termination

11.1 Suspension by the Association: If the Venture Holon materially breaches the Network-First Ruleset, fails to pay the NRC, engages in conduct inconsistent with the Regenerative Covenant, or operates in ways that create legal or reputational risk for the Association, the Association may suspend ecosystem support pending resolution. Except in cases of immediate danger or legal necessity, the Association first states the breach in writing and hears the Venture Members; the suspension notice states the cure required.

11.2 Termination by the Association: If a material breach is not resolved within 60 days of suspension, the Association may terminate this Agreement. Accrued NRC obligations survive termination.

11.3 Termination by Venture Members: The Venture Holon may dissolve voluntarily by a two-thirds majority vote of Venture Members, with 30 days written notice to the Association. Any outstanding obligations to the Association (NRC, fiscal reconciliation, IP) are settled before dissolution is complete.

11.4 Partial exit: A Venture Member may exit the holon individually by written notice to the other Venture Members and the Association. Their accrued Validated Contributions are preserved and their share of any future distributions from work already delivered is maintained. They lose governance rights from the date of exit.

11.5 If the holon falls below one active Venture Member, the Association and the remaining (or former) members shall agree within 30 days on whether to suspend, transfer leadership, or dissolve the venture.

12. Community Conduct and Mission Alignment

12.1 Venture Members shall conduct the venture in a manner consistent with the Regenerative Covenant and shall not use the venture’s Association affiliation in ways that undermine the commons, create undisclosed conflicts of interest, or divert value away from the network that incubated it.

12.2 The venture’s relationship to the documented Demand Signal, its phase status, and its material obligations under this Agreement must remain legible to the Association and, where appropriate, to the wider community.

13. Duration

13.1 This Agreement enters into force on signature and remains in effect until the venture Emerges, dissolves, or this Agreement is terminated in accordance with Clause 11.

13.2 The Phase structure does not impose a maximum duration. A venture may remain in Phase 2 or Phase 3 indefinitely if it continues to serve the network and meet its obligations.

14. Signatures

For ReGenerativa APS — ETS:

Name: [Name and Title of Authorised Representative]

Signature: _________________________

Date: _________________________

Founding Member:

Name: [Founding Member’s Full Name]