Agreement templates

TEMPLATE 1: DEVICE DONATION AGREEMENT BETWEEN [DONOR NAME] AND THE [ICT CIRCUIT MANAGER]

In [  ], on [ ]  

On one part,  [DONOR NAME], located at [LOCATION ], represented herein by [DONOR REPRESENTATIVE], hereinafter referred to as the DONOR. 

On the other part, the [ICT CIRCUIT MANAGER], located at [ ] represented herein by [ ICT CIRCUIT MANAGER REPRESENTATIVE], hereinafter referred to as the DONEE.

Both parties, acting in exercise of their respective positions, declare and state that they intervene in this agreement with the necessary legal capacity and sufficient competence to subscribe to it.

BACKGROUND

I. [ICT CIRCUIT MANAGER] is an association established in [ ] aiming to provide Internet and new information and communication technologies (ICT) to associations, NGOs, individuals, and non-profit groups working towards change, education, peace, environment, development, cooperation, and social justice. 

II. [ICT CIRCUIT MANAGER] participates in the eReuse.org, a collective management community where participants exchange common resources to encourage the reuse, traceability, and final recycling of digital devices such as computers, laptops, or mobile phones. In eReuse.org,  the community develops, maintains, and improves common resources in an open and free format; resources and distributed services aimed at extending the lifespan of devices and ensuring their recycling at the end of their useful life. Participants federate and implement locally managed reuse circuits. In [LOCATION], the [ICT CIRCUIT MANAGER] has been created, an open and voluntary circuit, democratically managed where participating agents are ESS initiatives creating a common space to facilitate the donation, collection, refurbishment, and local distribution of digital devices. The circuits use eReuse’s free software and distributed services to scale, certify processes, and trace digital devices through multiple cycles of reuse until final recycling. The circuit participants have agreed on a general license containing fundamental principles, definitions, and usage conditions that serve as inspiration in case of any doubt regarding the interpretation of the license.

III. The DONEE, [ICT CIRCUIT MANAGER], is interested in the donation of hardware for the fulfillment of public and social interest purposes indicated in the first and second paragraphs

STATEMENTS

The DONEE is an independent non-profit organization that promotes the strategic use of communication networks and ICTs for development and social justice and wishes to facilitate the reuse of hardware by non-profit entities with a social purpose

The DONOR directly owns a range of computer equipment that it has previously used for the operation of its services and activities. These are economically amortized equipment with no possibility of use by it, and therefore, are considered obsolete, and are no longer in use by the DONOR.

The DONEE is interested in the donation of equipment for the fulfillment of public and social interest purposes indicated in the first paragraph.

Both parties declare and acknowledge that there is no exclusivity obligation between them.

In light of the above and given the complementarity and coincidence of their purposes, both parties, recognizing each other the necessary legal capacity to bind in representation of their respective entities, agree to sign this donation agreement, which shall be governed by the following:

CLAUSES

  1. First,-Purpose

The purpose of this agreement is the donation by the DONOR of all their rights and titles relating to the obsolete and unused hardware to the DONEE, who accepts it for the fulfilment of the purposes indicated and acknowledges that it has no accounting value.

The DONEE will channel the decommissioned hardware to the collaborating entities, which will refurbish and distribute it to the receiving entities. The terms and conditions used in the selection of collaborating and receiving entities, all of which are non-profit, are defined in a specific document, which can be consulted in Sub Annex 1 and in the third clause, and which have been established democratically in the collaborative platform agreements and commitments of [ICT CIRCUIT MANAGER].

In the event that the DONOR wishes to make a donation to the DONEE of other computer equipment in the future, such new donation will be governed by the provisions of this agreement while it remains in effect. For this, subsequent annexes may be signed (see Sub Annex 2) under the auspices of this agreement.

  1. Second,- Conditions of the donations:
    1. The DONEE commits to fulfill all of the DONOR’s obligations in relation to the hardware and its use and to notify its final destination, which may be:
  1. The hardware will be channeled to collaborating entities for refurbishment and distributed to receiving entities. Both the collaborating and receiving entities are specified in Clause Three.
  2. Hardware that is provided to collaborating entities and found to be unsuitable for distribution, either because it cannot be repaired or lacks demand from the receiving entities  will be appropriately recycled by agents authorized by the competent authorities, preferably those established in Clause Three.
  3. The DONEE shall not, under any circumstances, use the donated hardware for commercial purposes, although it may be given in use (in usufruct) to the receiving entities in exchange for economic compensation aimed at covering the costs of circularity, complying with the requirements stated in section 2.2(E). 
  4. The DONEE commits to perform all acts and manage to ensure that:
  1. Collaborating entities prioritize the reuse, repair, and preparation for reuse in recycling.
  2. Receiving entities extend the useful life of the hardware and, when the hardware becomes obsolete and there is no more demand for reuse, take it to an authorized recycling point.
  3. Collaborating and receiving entities clearly and visibly indicate that the hardware provided comes from [DONOR NAME] for the appropriate social purpose, as well as to state in dissemination materials that the devices come from the collaboration with [DONOR NAME]. The equipment may only be given in use when the following two conditions are met:
  1. The amount of the use donation of the computer equipment shall not exceed, under any circumstances, the cost of the following services necessary to recirculate a good (circularity costs): transport, storage, inventory management, refurbishment, spare parts, and distribution.
  2. Preference is always given to entities or groups of interest or priority, and conditions specified in the Clause Three of this agreement.
  1. The DONEE may receive monetary donations from collaborators to make economically sustainable the coordination of the collaborative platform circuit and the tasks that arise such as the coordination of collections, hardware monitoring, and report generation with the DONOR. Donations from collaborating entities must be entirely voluntary. Under no circumstances can the non-formalization of donations to the DONEE entail any type of discrimination by the collaborating entities. The DONEE commits to being transparent with the DONOR about the monetary donations received from the collaborating entities for circuit management
  2. The DONEE commits to being transparent with the DONOR regarding the amounts that the collaborating entities have billed to the receiving entities for the use donation and in accordance with circularity costs.
  3. The DONEE commits to send a social impact report of the devices to the DONOR no later than one year from the donation of the devices.
  4. Regarding collections, the DONEE ensures:
  5. Prior to the collection, the DONOR must send an Inventory note  with the details of the hardware given to the DONEE (See Appendix 1A).
  1. The hardware to be collected must be at a centralized point
  2. There must be at least 10 items including laptops and personal computers.
  3. With the inventory note, the DONEE looks for a collaborating entity that wants to carry out the collection. This entity will have assessed whether it is worthwhile to collect all the material. 
  4. In case of acceptance of the collection, the DONEE refers it to a collaborator, and they collect everything
  5. In case of non-acceptance of the collection, the DONEE informs the DONOR of what actions should be taken to make the collection acceptable, trying to ensure that non-acceptance is exceptional.
  6. Data wipe will be carried out by the DONOR, adopting and implementing the security measures necessary to comply with applicable data protection regulations. For the specific case of the Pangea circuit, this includes compliance with the following regulations: 
  • Organic Law 3/2018, of 5 December, on the protection of personal data and guarantee of digital rights (Spain).
  • Regulation (EU) 2016/679 of the European Parliament and of the Council, of 27 April 2016, relating to the protection of natural persons with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (DOUE 4.5.2016).
  1. At the time of the donation of goods, the DONOR allows the DONEE to donate the hardware to collaborating entities, and this donation can be carried out in the same facilities of the DONOR and does not require the physical presence of the DONEE.
  2. The DONOR will complete Appendix 1A  to comply with the obligations related to the delivery of the devices. Before proceeding with the donation of the computer equipment, the DONOR must formalize two declarations: the declaration of the devices as unusable goods and the consequent removal from the DONOR’s Inventory note.
  1. Thirth,- Conditions of the donations:
    1. The DONEE commits to fulfill all of the DONOR’s obligations in relation to the hardware and its use and to notify its final destination, which may be:
    2. The receivers are the entities designated to receive the reusable hardware. The receivers must primarily be social interest groups, which we define as: cooperatives, foundations, associations, and nonprofit entities, including federations, confederations, coordinators, and networks composed of cooperatives or non-profit associations, as well as public or private facilities accompanied by social services, families referred by the Education Consortium, individuals or families in vulnerable situations, or families with minors in school who do not have adequate computer equipment for school learning.
    3. The collaborating entities will create a list to record the needs of the participating receivers entities as they arise; the order of arrival of requests will determine the priority in case of available hardware or upon the arrival of new donations. If within a month, counting from the day following the collection by the collaborating entity, the list does not contain pending needs or there have been no new requests from the groups mentioned in the previous paragraph, the hardware may be allocated to the general public, provided that the costs of refurbishment and distribution are within the range of eighty to one hundred twenty euros. In any case, when the demand comes from a priority entity or group specified in point 3.2, it will take precedence over the general public.
    4. The DONEE will monitor the conditions of selection by the collaborating entities and will report to the oversight committee of the sixth clause.
  1. Fourth,- Certificates
    1. Delivery note, see Appendix 1B: Upon receipt of the hardware, the DONEE will issue a delivery note that confirms or highlights discrepancies between the actual received hardware and the items listed in the DONOR’s inventory note. This delivery note will include:
  • The identification of the hardware (inventory number of the DONOR).
  • The brand and model of the transferred hardware.
  • The identification of the hardware from the manufacturer or serial number, only for the hardware considered for reuse.
  • The status of the hardware, which can be pending review, reviewed and destined for reuse, or reviewed and destined for recycling.
  • The collaborating entity that will refurbish and distribute the hardware intended for reuse, and the collaborating entity that will recycle the hardware destined for recycling.
  1. Reuse/Recycling note (Appendix 1C): Periodically, the DONEE will issue a document listing the hardware that has been either reused or recycled. This document serves as both the reuse and recycling and lists also the participating collaborating and receiving entities. Notes includes the following information:
  • Identification of the hardware: Inventory number provided by the DONOR.
  • Hardware details: Brand and model of the transferred hardware.
  • Manufacturer information: Identification of the hardware from the manufacturer or the serial number (manufacturer’s identifier).
  • Collaborating entities: Names of the participating collaborating entities involved in either refurbishing for reuse or recycling processes.
  • Receiving entity: For reused hardware, the name of the receiving entity. Due to the highly sensitive nature of the data, individual names are not disclosed,
  • Total number of social interest group receivers. The DONEE is not aware of the name of the individual due to the highly sensitive nature of the data. 
  • Financial details: The amount paid by the receiver entity, applicable only to reused hardware.
  1. Fifth,- Responsibilities  

The DONOR may seek compensation from the DONEE for any damages resulting from the DONEE’s breach of its management obligations and responsibilities under this agreement concerning the hardware. The DONOR is not responsible for the operation of the hardware and offers no warranty to the DONEE in relation to it.

  1. Sixth,- Monitoring  

To monitor the agreements, analyze the development of the collaborative relationship, and make decisions, a Monitoring Committee will be established. Among other functions, the Monitoring Committee will:

  • Ensure proper development of the agreement.
  • Ensure that each party fulfills its commitments.
  • Ensure that donations are made in accordance with current regulations.
  • Ensure the correct application of the selection conditions of the collaborated and recipient entities.
  • Specify the equipment that can be the subject of the donation, adopting the declaration of unusable goods and the consequent removal from the inventory. This Committee will consist of two people from the collaborative platform circuit and [DONOR NAME] respectively. It will meet annually, and a record of each meeting will be kept. Regardless of the establishment of the Monitoring Committee, the [DONEE] will regularly present to [DONOR NAME] and the entities adhering to the agreement, adequate monitoring reports to evaluate the development of each of the actions, which will include, where applicable, participation data and evaluation of the actions.
  1. Seventh,- Durations  

This agreement will have a validity of four years from the date of its formalization. No extension is contemplated.

  1. Eighth,- Economic Counterparts   

This agreement does not imply any economic obligations between the parties.

  1. Ninth,- Confidentiality and Personal Data Processing  

The parties commit to utmost discretion and secrecy regarding information classified as confidential, which will be any data that the parties may access under this agreement. The parties agree not to disclose this confidential information, nor to publish or make it available to third parties in any legal or factual manner. Both parties commit to comply with Regulation (EU) 2016/679 concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data, the Organic Law 3/2018 of December 5, on the protection of personal data and guarantee of digital rights, and its implementing regulations.

  1. Tenth,- Causes of Termination and Effects of Non-Compliance

This agreement will terminate for any of the following reasons, without prejudice to those obligations that must remain in force after its expiration:

  • By expiration of the term of validity.
  • By mutual written agreement of the parties.
  • For failure to fulfill the purpose and destination of the given hardware.
  • For breach of the agreements established.
  • By denunciation by one of the parties made at least two months in advance, which will lead to the end of its effects once the notice period is over, without prejudice to finishing the initiated commitments.
  • For the general causes established in the current legislation. Any breach of the stipulations of this agreement will allow the aggrieved party to opt for enforcing its fulfillment or resolution.

protection of personal data and guarantee of digital rights, and its implementing regulations.

  1. Eleventh,- Jurisdiction and Applicable Laws

For the resolution of any issues or disputes that may arise in relation to the interpretation or fulfillment of this agreement, the parties submit to the Courts and Tribunals of the city of [ ], expressly waiving any other jurisdiction that might apply or to the arbitration of law if agreed in this manner. This Agreement shall be governed by EU and European Union community law, supplemented by the substantive national law of Spain, except for its rules of private international law (conflict of laws/rules of referral). The parties express their commitment to fulfill their respective obligations in good faith and to successfully carry out all necessary negotiations to fulfill this agreement to their satisfaction.

And, as proof of agreement, the parties sign this document, in the place indicated in the heading.

SIGNATURES

Sub Annex 1
(Selection criteria for collaborating entities)

This appendix details the criteria and conditions for the selection of entities that can be COLLABORATING ENTITIES, which refurbish and distribute equipment with quality certification and will distribute the hardware to the receiving entities.

COLLABORATING ENTITIES must demonstrate: 

  1. That the COLLABORATING ENTITY must be part of the collaborative platform Circuit, an open and voluntarily adhering circuit. As such, it is in a position to make collections, refer to recipients, and undertake the commitments of the agreement. 
  2. That the COLLABORATING ENTITY integrates into the operations of the circuit, which allows for the organization and collaboration among all collaborated entities to facilitate effective allocation or distribution. 
  3. That the COLLABORATING ENTITY is a non-profit organization. 
  4. That the COLLABORATING ENTITY is interested in making internal use and/or facilitating the reuse of the hardware.
  5. That the COLLABORATING ENTITY commits to fulfilling the commitments of the agreement, as well as those necessary to ensure the traceability systems of the devices. 
  6. That the COLLABORATING ENTITY agrees to comply with the principles and considerations of public, social, and environmental interest. 
  7. That the COLLABORATING ENTITY distributes the equipment to the recipients according to the criteria established in clause 4.2 of the agreement.

Sub Annex 2
(subsequent  donations)

In the event of any non-conformity in the commitments, the COLLABORATED ENTITIES will receive a minor fault and will be excluded from the next three collections. In the case of three minor faults, their exclusion from the agreement will be proposed. Minor faults will be communicated, and an account will be given to the monitoring committee, and the decision to exclude a COLLABORATED ENTITY from the agreement will be the function of the monitoring committee outlined in the seventh clause of this agreement.

This sub annex, confirms that the devices delivered by the DONOR are in accordance with the “Device Donation Agreement between [ ] and the [ ],” signed on [date] in [location]. In line with the provisions of the agreement, [DONOR NAME] delivers to the entity [recipient entity name], a member of the collaborative platform circuit, the devices and other hardware listed in the attached table, and in accordance with the device donation agreement.

QuantityDONOR hardware IdentifierManufacturerModelSerial Number

Appendix 1A
(Inventory note from DONOR)

DONOR hardware IdentifierManufacturerModelSerial Number

Appendix 1B
(Delivery note from refurbishment centre)

The [DONOR NAME] delivered on  [DATE], to [COLLABORATED ENTITY], within the framework of the device donation agreement between [DONOR NAME] and the [ICT CIRCUIT MANAGER], signed on [ ], the materials listed in the attached note:

DONOR hardware IdentifierManufacturerModelCollaborating entityComments about compliance or notID DeviceHub
(if compliance)		Data wipe

Appendix 1C
Reuse/Recycling note from refurbishment centre)

DONOR hardware IdentifierManufacturerModelCollabora-ting entityComments about compliance or notID DeviceHub
(if compliance)		Status of the hardwareReceiver entityAmount paid

TEMPLATE 2: COLLABORATION AND HARDWARE USE CESSION AGREEMENT BETWEEN THE [COLLABORATING ENTITY] AND [RECEIVING ENTITY]

In [  ], on [date], of [month], [year], between the [COLLABORATED ENTITY REPRESENTATIVE], hereinafter also referred to as the “COLLABORATING ENTITY;  and on the other part, [receiver-person-name] in representation of [RECEIVING ENTITY REPRESENTATIVE], hereinafter referred to as the “RECEIVING ENTITY”.

WHEREAS

The COLLABORATING ENTITY is an organization committed to promoting the strategic use of technology for social, educational, and environmental benefits. It seeks to facilitate access to technology for those who cannot afford it and to promote sustainability through the reuse and recycling of hardware

The RECEIVING ENTITY is an organization that operates with similar goals and is in need of hardware to support its operations and fulfill its mission.

AGREEMENT

  1. First,-Purpose

This agreement outlines the terms under which the COLLABORATING ENTITY agrees to provide the RECEIVING ENTITY with access to hardware under conditions that both support the RECEIVING ENTITY’s operational needs and align with the COLLABORATING ENTITY’s goals of hardware reuse and sustainability.

  1. Second,- Definitions
    1. Hardware refers to the computer equipment and related technology that the COLLABORATING ENTITY agrees to provide to the RECEIVING ENTITY. 
    2. Use Cession refers to the granting of rights by the COLLABORATING ENTITY to the RECEIVING ENTITY to use the hardware.
    3. Circularity Services: This term refers to the suite of services performed to prepare the hardware coming from the previous owner for the current transferee, and to ensure its authorized return or recycling once the transferee wishes to dispose of it. The primary services include: asset transfer, transportation, warehousing, refurbishment, management, traceability, compensation guarantee, open-source software development, distribution to the transferee, and monitoring of social and environmental impact.
    4. Service Support: Although the use cession does not include a warranty, the COLLABORATING ENTITY provides the RECEIVING ENTITY with online and telephone support services to address incidents. These services are intended to validate and address faults in the hardware, accessible via [specific email] or [specific telephone number]. 
  1. Thirth,-Responsibilities of the RECEIVING ENTITY
    1. This agreement formalizes the cession, granting the use of the hardware to the RECEIVING ENTITY at no cost for an indefinite period as long as it is in use. The applicable price corresponds to the improvements made to the hardware and its management, including circularity services. The description, quantity, and price of the hardware are detailed in sub Annex 2 or in subsequent annexes in the case of an expansion of the contract.
    2. Upon signature of sub Annex 2 (or subsequent annexes in the case of an expansion), the COLLABORATING ENTITY delivers the hardware to the RECEIVING ENTITY, which receives the use of it.
    3. The RECEIVING ENTITY will bear the expenses necessary and precise to maintain the hardware in the same condition as it is currently found, and is obligated to maintain, conserve, and properly care for the ceded property. In the event that any of its components (memory, disk, etc.) are removed, they must be replaced with ones of equal or superior characteristics.
    4. The RECEIVING ENTITY may perform repairs and/or improvements without the express consent of the COLLABORATING ENTITY, with all expenses incurred benefiting the hardware, without any reimbursement to the RECEIVING ENTITY.
    5. When the RECEIVING ENTITY wishes to dispose of the ceded hardware, it must notify the COLLABORATING ENTITY and facilitate its collection to channel it to another interested party. If the COLLABORATING ENTITY does not find any interested party who wants to reuse the hardware, the RECEIVING ENTITY must dispose of it at an authorized green point and indicate which one it was.
    6. Non-compliance with any of the above clauses will be a cause for termination of this agreement, without prejudice to those obligations that must remain in force subsequent to its termination.
  1. Fourth,-Payment of services

The rates for the Hardware that will be charged by the COLLABORATING ENTITY are established in the attached document sub Annex 2.

  1. Fifth,-Term and Termination 

This agreement shall remain in force as long as the RECEIVING ENTITY has any unit of the Hardware from the COLLABORATING ENTITY. Both parties may terminate the agreement at any time after 365 days from the date they wish to end it. For the resolution of any issues or disputes that may arise in relation to the interpretation or compliance of this agreement, the parties submit to the Courts and Tribunals of the city of [  ], expressly waiving any other jurisdiction that might apply or to arbitration of law if agreed in this manner. And as proof of agreement, both parties sign this contract, in duplicate and to a single effect, on the date and place mentioned in the heading.

SIGNATURES

Sub Annex 2
(subsequent use of cession agreements)

For the purposes of the contract signed between COLLABORATING ENTITY and RECEIVING ENTITY in  In [  ], on [date], of [month], [year], the following list of equipment purchased on [date] corresponds to the set of devices detailed below:

IDTypeSubtypeManufacturerModelPrice excluding taxes