Appendix C — Master Framework Agreement

Complete template.

THIS AGREEMENT is entered into on this _______ day of ____________, 2026 (the “Effective Date”).

BETWEEN:

  1. THE FOUNDATION [Insert Legal Name], a non-profit entity incorporated under the laws of the Kingdom of Norway (hereinafter referred to as the “Foundation”);
  2. THE NON-PROFIT HOLDING COMPANY [Insert Legal Name], a non-profit limited liability entity wholly owned by the Foundation, incorporated under the laws of the Kingdom of Norway (hereinafter referred to as the “Holding Co”);
  3. THE COOPERATIVE FEDERATION [Insert Legal Name], a cooperative federation representing single and multi-stakeholder member cooperatives, incorporated under the laws of [Jurisdiction] (hereinafter referred to as the “Federation”); and
  4. THE OPERATIONAL JOINT STOCK COMPANY [Insert Legal Name], a joint-stock/limited liability service provider company incorporated under the laws of the Kingdom of Norway (hereinafter referred to as the “Operational JSC”).

(Each individually a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, the Parties are united in a shared endeavor to operate a democratic, pluralistic solidarity economy movement, balancing member needs, active citizenship, and ecological sustainability (the “Movement”);

WHEREAS, the Foundation is established as the institutional guardian of the Movement’s core mission, ethical charter, and pedagogical framework (Bildung);

WHEREAS, the Holding Co is structured to hold and preserve all critical physical and digital infrastructure, land, and intellectual property of the Movement, ensuring they are locked against speculation and demutualization;

WHEREAS, the Operational JSC is established to act as a non-extractive service provider to the Federation and its member organisations, delivering R&D, training, marketing, and logistics support;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

ARTICLE 1: THE CORE MISSION & ETHICAL CHARTER

1. The Inviolable Mission

The Parties explicitly agree that the primary objective of all entities bound by this Agreement is to fulfill the Core Mission as detailed in Schedule A (The Ethical Charter). Market activities, asset utilization, and operational scaling are secondary to, and must explicitly serve, this Mission.

2. Non-Distribution & Asset Lock

No part of the net earnings or capital growth of the Holding Co or the Operational JSC shall inure to the private benefit of any individual, investor, or rogue majority faction. All surpluses generated by the Operational JSC shall be strictly allocated to:

  • Reinvestment into R&D and operational capacity.
  • Lowering service fees for member cooperatives.
  • Funding the educational (Bildung) and consensus-building activities of the Foundation.

ARTICLE 2: ROLES & SEPARATION OF POWERS

1. Governance and Pedagogy (The Foundation)

The Foundation shall remain structurally decoupled from commercial operations. It holds the exclusive mandate to:

  • Facilitate, design, and oversee the consensus-building frameworks and decision-making structures utilized by the Federation.
  • Fund and execute Bildung activities, providing transformative learning frameworks to cultivate active citizenship and cooperative protagonism among members.

2. Asset Stewardship (The Holding Co)

The Holding Co shall hold absolute title to all land, real estate, software codebases, proprietary technologies, and trademarks of the Movement. It shall lease or license these assets to the Operational JSC and the Federation under strict, long-term Mission Covenants as detailed in Article.

3. Operations & Scale (The Operational JSC)

The Operational JSC is the market vehicle. It shall manage logistics, execute R&D, and run shared marketing programs. Its equity shall be held by the Federation and its member cooperatives, subject to the Stewardship Share held by the Foundation.

ARTICLE 3: THE COVENANT-LEASE & IP FIREWALL

1. Conditional Asset Licensing

The Holding Co hereby grants the Operational JSC and the Federation conditional, non-transferable licenses and leaseholds to utilize the physical infrastructure, logistics hubs, and proprietary software required for operations.

2. The Mission Default Clause

Every lease and IP license agreement executed downstream from this MFA must contain the following Mission Default Clause:

“Any amendment to the articles of association of the Lessee that dilutes the Ethical Charter, any vote to demutualize or liquidate assets for private gain, or any persistent failure to engage in the consensus-building frameworks established by the Foundation shall constitute an uncurable Event of Default. Upon such default, all asset leases and IP licenses granted by the Holding Co shall automatically terminate within thirty (30) days, and all access to shared digital and physical networks shall be revoked.”

ARTICLE 4: THE OPERATIONAL JSC STEWARDSHIP SHARE

1. Issuance of Class S Equity

The Operational JSC shall register a Class S share (‘Klasse S-aksje’) in the company’s owner register (aksjeeierbok) in the name of the Foundation. This share carries a nominal par value of €1 and holds zero rights to financial dividends or liquidation distributions. Pursuant to Aksjeloven § 5-1 and § 5-18, any amendment to the vedtekter affecting the company’s core social purpose or asset lock requires the explicit, written consent of the Klasse S shareholder.

2. Absolute Veto Over Reserved Matters

The Operational JSC’s articles of association shall explicitly state that no resolution passed by the general assembly of shareholders (including the Federation or member cooperatives) regarding the following Reserved Matters shall be valid or enforceable without the explicit, written, prior consent of the holder of the Stewardship Share:

  • Any amendment to the corporate purpose (Unternehmensgegenstand / Social Purpose) of the Operational JSC.
  • Any alteration to the allocation of corporate surpluses or dividend policies.
  • The sale, pledge, or transfer of operational assets exceeding [Value] inside a single financial year.
  • The merger, liquidation, or restructuring of the Operational JSC.
  • Changes to the stewardship ownership structure.

ARTICLE 5: ENTRYISM & MEMBERSHIP DISCIPLINE

1. Federation Autonomy

The Federation maintains the sole authority to admit, discipline, or expel member cooperatives according to its cooperative bylaws.

2. Commercial Isolation of Rogue Nodes

If a member cooperative experiences entryism, political raiding, or acts in clear violation of the Ethical Charter, the Federation shall initiate formal expulsion procedures. Concurrently, upon receiving notice from the Federation and validation from the Foundation, the Operational JSC shall immediately suspend all service provisions, logistics support, and supply chain access to that specific member cooperative under commercial terms, isolating the risk before the legal expulsion process concludes.

ARTICLE 6: BREACH, TERMINATION, & SEVERABILITY

1. Perpetuity of Mission Lock

This Agreement shall remain in effect in perpetuity. No Party may terminate its obligations under this Agreement so long as the Movement or any of its derivative entities continue to operate.

2. Severability

If any provision of this Agreement is held to be invalid or unenforceable under the domestic corporate or cooperative laws of a specific jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, preserving the original intent of the stewardship firewall.

ARTICLE 7: GOVERNING LAW AND ARBITRATION

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Norway. Any dispute arising out of or in connection with this contract shall be definitively settled by arbitration in Oslo in accordance with the Norwegian Arbitration Act (Voldgiftsloven). The proceedings shall be conducted in the English language, and the arbitration tribunal shall consist of three arbitrators appointed in accordance with the said Act.

IN WITNESS WHEREOF, the Parties hereto have executed this Master Framework Agreement as of the date first written above.

For THE FOUNDATION: ______________________________________

For THE NON-PROFIT HOLDING CO: __________________________

For THE COOPERATIVE FEDERATION: ________________________

For THE OPERATIONAL JOINT STOCK CO: ____________________