The four templates

Agreements as commitments, not contracts.

Agreements are commitments first, contractual instruments second. Each of the four templates below names the alignment covenants the protocol holds; each is then drafted to the shape of capital it carries. The templates are different doors into one kind of relationship: patient, kinship-bound, woven into bioregional stewardship rather than bolted onto it. Counsel of record reviews every instance before it signs, and the public read on this page is what a foundation officer can sit with before requesting the full template from the dossier.

Template summaries

One summary per pathway. Read what fits your capital.

Each card carries the plain-English read of the template, the securities posture held in one footnote, and a link to the full pathway. The full structural template lives in the dossier; the executable instrument is drafted by counsel of record. Read whichever fits the shape of the capital you are ready to deploy.

Charitable rail

Pathway 01

Catalytic Grant

Via Kinship Earth, 501(c)(3).

A foundation, donor-advised fund, or individual donor makes a charitable gift to Kinship Earth, restricted to support of Planetary Party Protocol activations. Kinship Earth holds, deploys, and reports on the funds under its existing fiscal-sponsorship infrastructure. The simplest and most familiar pathway for foundation program officers: it is a grant, not an investment.

Securities posture

Not a securities offering. A charitable gift to a 501(c)(3) public charity falls outside the definition of a security under Section 2(a)(1) of the Securities Act and the Howey test. No registration under Reg D, Reg CF, or Reg A applies.

Read the full pathway

Charitable rail

Pathway 02

Recoverable Grant / PRI

Via Kinship Earth, 501(c)(3).

A foundation deploys balance-sheet capital to Kinship Earth as either a recoverable grant repayable on a contingent or scheduled basis, or as a Program-Related Investment qualifying under IRC §4944(c). Capital supports Protocol activations and is expected to return to the foundation over a defined horizon, allowing the foundation to recycle the capital through additional charitable purposes. This pathway is for foundation investment or PRI desks, not their general grantmaking line.

Securities posture

Not a securities offering. A Program-Related Investment qualifying under IRC §4944(c) is a regulated charitable-tax instrument, not a security. Recoverable grants from public-charity funders revert to grant treatment if not repaid. No federal securities registration applies.

Read the full pathway

Investment rail

Pathway 03

Nalu'ea Trust Subscription

Via the Nalu'ea Living Trust.

An aligned investor commits patient capital to the Nalu'ea Living Trust under terms that preserve bioregional sovereignty and reject extractive-return logic. Capital flows into the Trust, which acts as the fiscal sponsor for investment capital entering the ecosystem. Returns, where they exist, take the form of capital recycle through the Protocol's revenue surfaces, not preferred returns or equity appreciation. This pathway is for capital that wants to be in alignment, not merely in compliance.

Securities posture

The recommended posture is charitable-trust participation outside the definition of a security under Section 2(a)(1), with Reg D Rule 506(b) as a defensive exempt-offering safe harbor. Counsel of record must issue a written opinion confirming the chosen characterization before any subscription closes. This is the one pathway that requires that opinion.

Counsel-of-record opinion required before subscription

Read the full pathway

Network weave

Pathway 04

Scaffold Partnership

No fiscal sponsor. No capital flow.

An aligned organization, network, event, infrastructure provider, or research collaborator partners with Planetary Party to integrate the Protocol with an existing community, organization, or event. No capital flows. Value flows in both directions through co-production, network access, infrastructure sharing, joint storytelling, and collaborative learning. This is partnership, not investment; it is never characterized as a contribution or a sale of services.

Securities posture

Not a securities offering. Not a charitable contribution. Not a service-purchase agreement. A non-financial collaboration agreement governed by ordinary contract law. No registration or filing under any securities regime applies.

Read the full pathway

Cross-cutting securities posture

None of the four requires federal registration at this scale.

The reasoning is pathway-specific and the language is precise by design. The charitable-rail pathways are charitable-tax instruments. The investment-rail pathway is structured as charitable-trust participation with Reg D Rule 506(b) held in reserve as a defensive backstop. Scaffold partnership is contract law. The table below names each pathway’s non-registration authority so a program officer can confirm the posture against statute and rulemaking without leaving this page.

Catalytic Grant
A charitable gift to a 501(c)(3) public charity is not a security. No investment relationship, no profit expectation, no investment contract under Howey.
Section 2(a)(1) Securities Act; SEC v. W.J. Howey Co., 328 U.S. 293 (1946); IRC §170; IRC §501(c)(3).
Recoverable Grant / PRI
A PRI qualifying under IRC §4944(c) is a charitable-tax instrument, not a security. Recoverable grants are treated as grants with a contingent recovery feature.
IRC §4944(c); Treas. Reg. §53.4944-3; IRS Private Letter Rulings (e.g., PLR 201611002).
Nalu'ea Trust Subscription
Recommended posture: charitable-trust participation outside the security definition, with Reg D Rule 506(b) as a defensive exempt-offering safe harbor. Counsel of record issues a written opinion confirming the chosen characterization before any subscription closes.
Section 2(a)(1) Securities Act; Howey; Rule 506(b), 17 C.F.R. §230.506(b); Rule 501(a); SEC Release No. 33-10884 (2020).
Scaffold Partnership
No capital flows. No security. No charitable contribution. A non-financial collaboration agreement governed by ordinary contract law.
General contract law. Not a security under Section 2(a)(1).

Source: Pathway Agreement Templates, 2026-05-14, cross-cutting section A.

Counsel of record

Mycelial Law architects the Trust. External counsel of record signs the opinion.

The counsel architecture is layered, and the page names it as such. Mycelial Law (Josephine Watson, Founder) is the architecture lead for the Nalu’ea Trust instrument; the practice grounds living contracts in federalized bioregional sovereignty. An external securities counsel of record is then retained in the Trust’s situs state to issue the written opinion confirming Trust characterization before any Pathway 3 subscription closes. Counsel of record on the stewardship-side review is named separately when retained; the charitable pathways already pass through Kinship Earth’s existing counsel in the meantime.

Trust architecture lead

Mycelial Law

Josephine Watson, Founder.

Living contracts for federalized bioregional sovereignty. The practice drafts instruments that hold the form the work actually takes; standard templates are not borrowed and re-skinned. Watson is co-trustee of the Nalu’ea Living Trust alongside Jenny Heinze and architecture lead for the Trust instrument carrying the investment-rail pathway.

Securities counsel of record

Retained in the Trust’s situs state

Named when retained.

Retained in the Trust’s situs state to issue the written opinion confirming Trust characterization (charitable-trust participation, the Reg D 506(b) defensive posture, or the combination posture) before any Pathway 3 subscription closes. Counsel also drafts the private placement memorandum where 506(b) is any part of the posture, prepares the Form D filing, and coordinates state notice filings. The name is held private until the retainer signs, then surfaced here.

Named publicly

The single legal risk surface.

Pathways 1, 2, and 4 are well-trodden legal territory. Pathway 3 is novel by design, and the page names that openly. “Return to investment, not return on investment” sits at the precise boundary where charitable-trust law meets securities law meets investment-company law. Mischaracterization at that boundary can trigger personal liability under Section 15 of the Securities Act, rescission rights for early subscribers, or Investment Company Act registration. The platform names this here, in plain sight, because honesty about the boundary is what trust gets built on; concealing the risk would breach the very covenants the templates carry.

The mitigation is structural and the path is named in the templates themselves. Counsel of record is retained in the Trust’s situs state. A written opinion confirms the operating characterization (charitable-trust participation primarily, with Reg D Rule 506(b) as defensive backstop) before any subscription closes. Until that opinion is issued, Pathway 3 is open for conversation and closed for solicitation; the language is exact, and the practice matches the language. The other three pathways move forward in parallel without this gate. The page updates when the opinion lands.

Source: Pathway Agreement Templates, 2026-05-14, cross-cutting section D.

Read deeper

The pathways, and the counsel that holds them.

The four pathway pages read what each template looks like at the point of contact; the counsel page reads the practice that holds every template in place. Read whichever serves the conversation you are ready to have next.

The four pathways Counsel of record