Annex 3 to the Intrapreneurship Agreement. Executed when a Venture Holon in Phase 3 formally separates from the Association’s incubation framework and becomes an independent legal entity. This document supersedes the Intrapreneurship Agreement upon execution. File completed copies as: “A7-3 — [Venture Name] — Emergence — [YYYY-MM]“. Forms an integral part of the Agreement until executed, at which point it becomes the governing instrument.
EMERGENCE AGREEMENT
ReGenerativa Intrapreneurship Framework
Venture name: _______________________________________________
Venture code: [e.g. VNT-2026-001]
Date of emergence: [DD/MM/YYYY]
Emerging legal entity (name and form): _______________________________________________
Registered office of Emerged Entity: _______________________________________________
Tax code / VAT: _______________________________________________
Venture Members at emergence:
| Name | Role | Validated Contributions at emergence (total) |
|---|---|---|
| [Founding Member] | [___] | [€ equivalent or units] |
| [Contributing Member] | [___] | [___] |
Initiated by: Two-thirds majority of Venture Members on [DD/MM/YYYY]
Agreed by Association on: [DD/MM/YYYY]
Recitals
The Association and the Venture Members entered into the Intrapreneurship Agreement on [original date]. The Venture Holon has progressed through [Phase 1 / Phases 1 and 2 / all three phases] and has demonstrated the capacity to operate independently. The Parties now agree to formalise the Emergence of the venture on the terms set out in this Agreement.
1. Effect of Emergence
1.1 From the date of emergence, the Intrapreneurship Agreement (including the Network-First Ruleset) ceases to apply to the Emerged Entity. The Emerged Entity operates as a fully independent legal entity.
1.2 The following obligations survive emergence and remain binding on the Emerged Entity as set out below:
- Network Regeneration Contribution (NRC) (Clause 2)
- Intellectual property licence to the Association (Clause 4)
- Preferred-client obligations (Clause 3, if applicable)
- Reporting obligations (Clause 5)
1.3 The Emerged Entity retains eligibility to engage with the network as a Partner (Agreement 6) or Supporter (Agreement 5) on standard terms, and may access hub resources accordingly.
2. Post-Emergence Network Regeneration Contribution
2.1 Perpetual obligation. The Emerged Entity shall pay a Network Regeneration Contribution on Net External Revenue in perpetuity, in recognition of the ecosystem support received during incubation and as the permanent regenerative link to the network that made the venture possible.
2.1A Continuing services. The Contribution is the fee for the continuing services the Emerged Entity receives for as long as it pays: the licence of the network’s marks, frameworks, and shared story (Clauses 4 and 8); continued preferred network access (Clause 3); continued recognition of its people’s Network Passports (GT-3A); and access to network coordination and Network Demand Signals. It is invoiced by the Association with VAT (GT-4.4(a)) and is not a donation. Support from the common reservoir, where ever extended to an Emerged Entity, is discretionary solidarity support, never an insurance promise.
Post-emergence NRC rate (negotiated at the moment of Emergence, locked perpetually): ___% — within the range three percent (3%) to ten percent (10%) per GT-4. Once set under this Agreement, this rate becomes the static perpetual rate for the Emerged Entity, independent of any subsequent change to the active NRC Rate.
Calculation base: Net External Revenue — as defined in GT-1.9.
Payment frequency: ☐ Quarterly ☐ Annually
2.2 Undilutable share. The rate set under §2.1 cannot be reduced post-Emergence. The obligation survives — without reduction or extinguishment — any change of ownership, restructuring, acquisition, merger, recapitalisation, or change of corporate form of the Emerged Entity. The Emerged Entity may, at any time, voluntarily increase the rate (one-way ratchet up) but never decrease it.
2.3 Bylaws encoding. As a condition of Emergence, the Emerged Entity shall record this obligation in its own founding articles or bylaws (or, in jurisdictions where applicable, through a non-voting special share class held by the Association entitled to the agreed % of Net External Revenue), so the obligation is a structural feature of the legal person rather than a contract claim alone. The specific legal mechanism is chosen in consultation with the Association and the Emerged Entity’s counsel, but must achieve undilutability: the obligation must survive any future corporate action that does not require the Association’s consent.
2.4 Breach. Failure to pay the NRC, or any corporate action that purports to extinguish or reduce the obligation in violation of §2.2 or §2.3, constitutes a material breach of this Agreement and may result in loss of preferred network access and recovery of incubation value as specified in Clause 6.
2.5 Decadal relationship review. Once every ten (10) years from the date of emergence, the Association and the Emerged Entity hold a good-faith review of their continuing relationship - affirming the Emerged Entity’s continued regenerative conduct and the living character of the link, and reaffirming the preferred-access (Clause 3), intellectual-property (Clause 4), and shared-story (Clause 8) terms. This review may not reduce the perpetual rate set under §2.1, nor weaken the undilutability of §2.2 and §2.3; its purpose is to keep the relationship alive rather than to renegotiate the contribution downward. The Emerged Entity may, here as elsewhere, volunteer an increase (one-way ratchet up, §2.2). The review is a relationship, not a renegotiation of the floor.
3. Preferred-Client Clause
3.1 ☐ Applicable ☐ Not applicable
If applicable, complete the following:
The Association holds a preferred-client right with respect to the following services offered by the Emerged Entity:
| Service | Preferred rate / discount | Duration | Conditions |
|---|---|---|---|
| [describe] | [e.g. 20% below standard rate] | [___ years] | [e.g. min. ___ engagements per year] |
3.2 The preferred-client right is personal to the Association and may not be transferred or assigned.
3.3 The Emerged Entity shall notify the Association of any change to its pricing structure that affects the preferred rate within 30 days.
4. Intellectual Property
4.1 Association’s perpetual licence (Phase 1 IP): The Association retains a non-exclusive, royalty-free, perpetual licence to use IP developed during Phase 1 using Association resources, for its own mission-aligned purposes. This licence survives emergence and any future transfer of ownership of the Emerged Entity.
4.2 Pre-existing IP: Each Venture Member’s pre-existing IP returns to their exclusive control. Licences granted to the holon during the venture terminate on emergence unless otherwise agreed below.
4.3 Co-created IP: Jointly owned IP developed during the venture is distributed as follows:
| IP element | Owner(s) post-emergence | Licence to Association | Licence to other Venture Members |
|---|---|---|---|
| [describe] | [Name(s) / Emerged Entity] | [e.g. Non-exclusive, perpetual, royalty-free] | [describe] |
4.4 Association’s equity in IP (if applicable):
- ☐ Not applicable
- ☐ The Association holds a ___% ownership share in the following jointly developed IP: [describe]. Commercial exploitation of this IP requires the Association’s written consent.
5. Association Stake or Royalty (if applicable)
5.1 ☐ No stake or royalty — the Association’s return is the NRC and the preferred-client clause only.
5.2 ☐ Minority equity stake — the Association holds ___% of the Emerged Entity’s share capital, with the following governance rights: [describe — e.g. observer seat, no voting rights, right to information].
5.3 ☐ Royalty — the Association receives ___% of gross revenue from [specific service/product] for ___ years from emergence.
Note: Any equity stake or royalty arrangement must be compatible with the Association’s status as an APS — ETS under Italian Third Sector law and must be reviewed by the Association’s legal advisor before execution.
6. Recovery of Incubation Value (Breach Clause)
6.1 If the Emerged Entity ceases to honour its post-emergence NRC obligation, preferred-client clause, or IP licence without prior written agreement to vary these terms, the Association may:
- Suspend the entity’s preferred access to the network
- Pursue recovery of unpaid NRC amounts
- In cases of material and persistent breach: seek recovery of a portion of the incubation value received, calculated as follows:
Incubation value received (estimated):
| Resource | Estimated value |
|---|---|
| Hub access during incubation | €___ |
| Fiscal hosting (Phase 1) | €___ |
| Network introductions and referrals | €___ (estimated) |
| Association as first client (if applicable) | €___ |
| Total estimated incubation value | €___ |
Maximum recoverable amount: % of total estimated incubation value = €
Recovery period: This clause applies for ___ years from emergence (recommended: same as NRC period).
6.2 Recovery is a remedy of last resort. The Association commits to good-faith negotiation before invoking this clause.
7. Reporting
7.1 The Emerged Entity shall provide the Association with an annual report for the duration of the post-emergence NRC period, covering:
- Total Net External Revenue for the year
- NRC amount calculated and paid
- A brief description of the entity’s activities and its continued connection to the network’s values
7.2 The Association may request additional information if needed to verify NRC calculations. The Emerged Entity shall respond within 30 days.
8. Relationship Going Forward
8.1 Emergence is not separation. The Emerged Entity is invited to remain part of the network ecosystem as a Partner, Supporter, or informal collaborator, on terms appropriate to its new status.
8.2 The Association recognises the Emerged Entity’s story as part of the network’s story — its emergence, growth, and independence are a demonstration that the incubation model works. Both Parties commit to honoring that shared history in how they represent themselves to the world.
8.3 The dispute resolution provisions of the General Terms (GT-7) apply to any dispute arising under this Agreement.
9. Governing Law
Italian law governs this Agreement, consistent with GT-8 of the General Terms.
Signatures
For ReGenerativa APS — ETS:
Name: [Name and Title of Authorised Representative]
Signature: _________________________
Date: _________________________
Emerged Entity (legal representative):
Name: [Name and Title]
Signature: _________________________
Date: _________________________
Founding Member (personal capacity, if different from above):
Name: [Founding Member’s Full Name]
Signature: _________________________
Date: _________________________
Contributing Members (co-signatories):
_________________________ Date: _______
_________________________ Date: _______