# Sober Water Strategy

## Cover — Strategy Binder
Sober Water — Master Partnership Kit v5.0
Confidential
Internal use only — do not forward
Shareholder & Distribution Strategy Binder
Two documents in one binder, rebuilt to the V5 architecture. **Part I — the shareable field playbook**, sections 01 to 23: commercial only, safe to show Ryan. **Part II — the private risk & counsel memo:** deal economics, securities exposure, insurance, counsel questions and the comparison audit. Investor prospecting now lives in Part II only. Facts rechecked through August 21, 2026.
| Label | Value |
| --- | --- |
| Prepared for | Megan Kilpatrick — MWM Photography LLC / BOUDIEFUL |
| Counterparty | Ryan Whittaker — Founder & Chief, Sober Water |
| Base of operations | Durango, Colorado — founder’s current state of residence unconfirmed |
| Issued | August 21, 2026 — v5.0, fact-checked |
| Status | Commercial lane active · Investor lane frozen pending federal, Colorado, Texas <em>and</em> New Mexico securities counsel |
V5 source documents
| Label | Note | Link |
| --- | --- | --- |
| Field Playbook V5 — PDF | 18 pages · shareable | https://d6yvfl55smr7u.cloudfront.net/assets/cftq98an-1787356396493-sober-water-field-playbook-v5.pdf |
| Field Playbook V5 — Word | editable copy | https://d6yvfl55smr7u.cloudfront.net/assets/ozf7tv8m-1787356396553-sober-water-field-playbook-v5.docx |
| Private Risk &amp; Counsel Memo V5 — PDF | 23 pages · do not circulate | https://d6yvfl55smr7u.cloudfront.net/assets/d64svfa5-1787356396529-sober-water-private-risk-counsel-memo-v5.pdf |
Contents — tap a section to jump
23 shareable sections plus a thirteen-part private dossier — swipe through in order, or open the binder on a larger screen to jump straight to one.
| No. | Section | Target |
| --- | --- | --- |
| 01 | Executive Overview | face-9592c8 |
| 02 | Company Facts | face-qb2gqy |
| 03 | Brand Standards | brand-standards |
| 04 | The Offer | face-hvcbfw |
| 05 | Compensation Analysis | comp-analysis |
| 06 | The Restructure | restructure |
| 06A | State Securities Overlay | colorado-securities |
| 07 | Clearance Questions | counsel-questions |
| 08 | Wholesale Playbook | face-d7wpez |
| 09 | Scripts | face-w5m3bj |
| 10 | Objection Handling | objection-handling |
| 11 | Market Ammunition | market-proof |
| 12 | Finder Agreement | finder-agreement |
| 13 | Materials Audit | materials-audit |
| 14 | Recovery Partnerships | face-53x2bs |
| 15 | Lead Tracking | face-h3r18o |
| 16 | List-Building Sources | list-building |
| 17 | Lead Scoring Model | lead-scoring |
| 18 | Warnings | face-lzheia |
| 19 | Call List — Priority A &amp; B | call-list-priority |
| 20 | Expanded Territory | territory-routes |
| 21 | Post-Event Follow-Up | post-event |
| 22 | Action Items | face-5eefns |
| 23 | Appendix — Contacts | face-7ownnm |
| II | Private — do not circulate | part-two-divider |
| II · 01 | The Hourly Agreement | terms-sheet |
| II · 02 | Insurance &amp; Risk Transfer | insurance-coverage |
| II · 03 | Equity Mechanics | equity-mechanics |
| II · 04 | Dilution &amp; Liquidation | dilution-math |
| II · 05 | The $3M Question | valuation-question |
| II · 06 | Content Rights &amp; Claims | content-rights |
| II · 07 | Subcontractors &amp; Drone | alex-chain-of-title |
| II · 08 | Firewalls &amp; Client Conflicts | firewalls-conflicts |
| II · 09 | Opportunity Cost | opportunity-cost |
| II · 10 | Investor Channels — frozen | face-wwvo1q |
| II · 11 | Investor Tier Map — frozen | investor-tiers |
| II · 12 | The Four Gates | four-gates |
| II · 13 | Standing Rules | standing-rules |

## 01 — Executive Overview
Part I — Field Playbook · v5.0
Confidential
Sec. 01 / 23
Executive Overview
What this binder is, and what you are actually being paid to do
Read this page before any other. It sets the boundaries every later section depends on.
| Label | Value | Sub-label |
| --- | --- | --- |
| Retail doors live | ~20 | Website list only — date-verify each account before citing it |
| Wholesale commission | 10% | On accounts you open — base, trigger, reorders and tail in writing first |
| Investor lane | FROZEN | Moved to Part II — no lists, no outreach, no compensation until counsel clears it |
| Sprint window | 30d | Aug 21 – Sep 20, 2026 |
| Target list to build | 85 | 50 commercial · 25 recovery ecosystem · 10 supplier &amp; referral — zero investor records |
This is your complete working guide for opening wholesale accounts, building recovery-sector partnerships, running events and producing approved content for **Sober Water**. The product is real, the traction is real, and the regional press record is real. Roughly twenty retail doors are listed publicly across Colorado, New Mexico, Washington and California. That means your job is not to validate the brand. It is to open commercial doors faster than the founder can on his own.
**Your role is commercial business-development door-opener.** Find the right buyer, qualify the commercial need, register the lead in writing before the substantive introduction, create the next step, and hand company-specific technical or contractual answers to Ryan. You do not quote a SKU, price, freight term or claim you do not have in a current controlled source, and you do not touch the raise.
The separation that protects you
**Commercial referrals** — wholesale, retail, events, treatment centres — are ordinary, legal sales work. Nothing needs clearance and it can start Monday. **Investor referrals** are securities activity: the two lanes are not allowed to share a tracker, a scorecard, a target list, a script or a compensation formula. That is why the binder now runs as two documents. **Part I, sections 01–23, is the shareable field playbook** and contains no investor targets, no wealth or accreditation scoring and no investment scripts. **Part II is the private risk &amp; counsel memo**, including the frozen investor material, and the counterparty never sees it.
Next 30 days
Days 1–3: get the controlled facts folder — SKU labels, case price, freight, MOQ, commission terms, approved claims, and a written resolution of the 12 oz versus 13 oz carbonated conflict. Then build the 85 commercial records and run qualification calls. Point the first wave at recovery residences and treatment centres: shortest cycle, clearest mission fit, monthly reorder rhythm.

## 02 — Company Facts
Part I — Field Playbook · v5.0
Confidential
Sec. 02 / 23
Company Facts
Know the brand cold before you dial anyone
Everything below is drawn from public record and founder-supplied material. Items marked unconfirmed must be verified with Ryan in writing.
| Field | Detail |
| --- | --- |
| Brand | Sober Water — motto **“End Plastic. Help People.”** Based in Durango, Colorado. |
| Founder | Ryan Whittaker. In recovery since 1997, from age 15. Former archery-company CEO, general contractor background, author of <em>Clean At 15</em>. **Current state of residence unconfirmed** — public sources place him in Durango and Southern Colorado. Confirm his current base with him directly rather than assuming it. |
| Partner | Dr. Mark James, retired oncologist — named as an early business partner in the 2024 Durango Telegraph profile. |
| Products | Natural spring water — the public mission page currently states **16 oz**, in a reusable ALUMI-TEK aluminum bottle — plus carbonated water in glass. Water only, no efficacy claims of any kind. **Carbonated volume is UNRESOLVED:** the mission page says **12 oz**, the internal brand sheet previously said **13 oz**. Do not print, post or quote the volume until Ryan confirms the controlled label spec in writing. This is a Day-1 written-resolution item. |
| Spring source | Mount Palomar, California, per 2024 press coverage. Ask Ryan for the current bottler name and monthly capacity before quoting lead times. |
| Carbonated partner | Zuberfizz / Durango Soda Company — triple-carbon-filtered cold mountain water. |
| Retail footprint | The website lists roughly 20 locations including Animas Alano Club, Durango Natural Foods, Cream Bean Berry and Durango Coffee Co., and expressly says locations are **subject to change**. A website list is not proof an account is currently purchasing. Date-stamp and verify before citing a door count. |
| Public offer | The unrestricted public site states “Sober Water Investors $3K MINIMUM” and invites people to receive investment information. The SEC treats an unrestricted public website as **general solicitation** — which 506(b) prohibits outright and 506(c) permits only with all-accredited purchasers and verification. A prior search located <em>no</em> Form D: treat that as a search result, not proof that no filing exists or was required. Exemption unconfirmed; the commercial playbook does nothing with any of this and hands every question to founder or counsel. |
| Trademark | SOBER WATER, USPTO Serial 98435969 — applicant/owner is Ryan Whittaker individually. The current official record shows the mark **LIVE** with status “Report Completed Suspension Check — **case still suspended**,” and “WATER” is **disclaimed**. This corrects the earlier note that the application was simply “not assigned to an examiner.” A historically reported identical SOBER WATER registration (Serial 85287631 / Reg. 4140200) was cancelled in 2018 with WATER disclaimed — confirm in official records before relying on it. Class 032 is crowded. |
| TTAB posture | Sober Water is the **opposer**, not the defendant, in Opposition No. 91297174 against Sober Systems Inc.’s SOBR WATER application (Serial 98195560). Proceeding suspended since February 17, 2026 pending settlement talks. |
| The 40 acres | Ryan has publicly stated he donated roughly 40 acres in Southern Colorado toward a low- or no-cost treatment center. Treat it as **his statement, not a verified asset** — no deed or title has been seen. Do not state that any entity owns the land in commercial or investor materials until title documentation is in the vault. |
Founder contact
Ryan Whittaker<br>ryan@soberwater.org<br>970-708-7451<br>soberwater.org
Credibility you can cite
Durango Telegraph (May 2024), Arts Perspective (Dec 2025), and a Step One Recovery founder profile. Real regional coverage — use it as social proof on cold calls instead of making claims of your own.
Open questions — verify in writing
Approved label and co-packer spec, to settle the 12 oz / 13 oz conflict. Current bottler and capacity. Exact legal entity you will contract with, plus cap table. Wholesale case pricing. Deed or title on the 40 acres. Whether securities counsel is engaged, and whether trademark counsel is docketing Serial 98435969 and Opposition 91297174. Until each is on paper, it is unknown — not fact.

## 03 — Brand Standards
Part I — Field Playbook · v5.0
Confidential
Sec. 03 / 23
Locked Brand Standards
The spec Ryan supplied — do not improvise around it
This is the master reference for every sign, caption, post and one-pager you produce. When in doubt, quote it exactly.
| Item | Approved standard |
| --- | --- |
| Trademark | Pending TM. Use **Sober Water™** on first and prominent use; later body copy may read “Sober Water.” |
| Logo | Official vector only. Preserve **“Sober Water Est. 2024”** exactly. Never redraw, retrace or approximate it. |
| Product 1 | Natural Spring Water — silver aluminum bottle. Say “packaged in recyclable aluminum,” **not** “infinitely recyclable” or “100% plastic-free,” unless an audited bill of materials backs the literal claim. |
| Product 2 | Carbonated Water — brown glass bottle. Ryan’s spec says 13 oz; the public site says 12 oz. **Unresolved — quote neither** until the approved label lands. |
| Volume rule | Sizes belong on the label, not in headline or promotional copy. That rule is now doing real work while the SKU conflict is open. |
| Mission line | “Building Recovery and community one drop at a time…” |
| Impact language | “Contributing a huge amount of profits to housing the unhoused and the newly sober.” |
| Websites | soberwater.org and drinksoberwater.com — both approved for public use. |
| Collaboration | Disclose the **actual** relationship: “Sponsored by Sober Water™” or “Ad,” or the platform’s paid-partnership tool. A vague “commercial partner” label is not enough, and free product is itself a material connection. |
| Activation | “Sober Water 🚀 selfie.” Use the activation name as written. |
Seven rules that protect the mark
| Rule |
| --- |
| Do not invent alternate product names, sizes or package descriptions. |
| Quote the mission wording exactly. Never quietly strengthen the claim. |
| Approval of both domains does not authorize turning either site into an investor funnel. |
| Consumer-facing mission language is not an approved financial representation. |
| Use ™ only. Never ® — Serial 98435969 is pending and suspended, and a prior identical registration was cancelled in 2018. |
| **Efficacy claims are already in circulation.** Marketing language suggesting people drank the water and got sober exists today and has to be corrected before you produce anything new alongside it. |
| You execute claims, you never originate them. Every factual or health-related statement in your content comes from the company in writing. |
Never say these — in person or in writing
| Prohibited phrase |
| --- |
| “Guaranteed return.” / “You’re going to make a fortune.” |
| “This company will be worth $100 million.” |
| “Get in before it explodes.” |
| “You’ll own X%” — unless the authorized representative is walking through documented terms. |
| “They’re about to get into Walmart” — or any retailer or distributor claim not factually established. |
| Any raise amount, valuation, revenue projection, exit timeline or return expectation. |
| “The water helps people get sober.” / “Detoxes.” / “Prevents relapse.” / “FDA approved.” |
| “100% plastic-free” or “infinitely recyclable” — unqualified environmental absolutes. |
Mission is not money
The approved impact phrase belongs to the brand lane. **Do not repurpose it as an investor financial representation** or use it to imply a particular future profit level.

## 04 — The Offer
Part I — Restricted: negotiation &amp; clearance
Do not share
Sec. 04 / 23
The Offer
Four separate deals — judge each one on its own
They arrived as one conversation. They are not one deal, and they must never share one agreement.
| No. | Stream | Terms | Verdict | Tone | Detail |
| --- | --- | --- | --- | --- | --- |
| 01 | Hourly content work | $50/hr — photo, video, brand storytelling | Clean — take it | clean | Ordinary creative services. Put it in writing with a licensing clause: what he may use, where, for how long, and what happens to usage rights if the engagement ends. |
| 02 | Wholesale commission | 10% on accounts you open | Clean — start now | clean | Normal sales-rep compensation and completely legal. **This is your real money.** Nail the terms in Section 08, then start dialing Monday. |
| 03 | Investor commission | 10% of capital raised | Do not accept | stop | Transaction-based pay on securities creates unregistered broker-dealer exposure for <em>both</em> of you. Restructure so pay is not tied to investment dollars, or decline. Securities counsel first. |
| 04 | 1% membership interest | Equity in the LLC | Conditional | conditional | Needs an operating-agreement review and a CPA read on capital interest versus profits interest, because the tax treatment differs sharply. Never accept equity in place of unpaid invoices. |
The golden rule of this engagement
Paid work has to stand on its own. If the hourly rate and the wholesale commission are worth your time by themselves, then equity and investor upside are bonuses. **If they are not worth your time, no percentage of anything fixes that.**

## 05 — Compensation Analysis
Part I — Restricted: negotiation &amp; clearance
Do not share
Sec. 05 / 23
Compensation Analysis
Three moving parts — only one of them is real money today
Nothing here is final until it is documented. Treat hourly as income, commission as conditional, and equity as a possibility.
| Component | Verdict | Tone | Detail |
| --- | --- | --- | --- |
| Hourly — content &amp; video | Bankable | now | $50/hour for photography, product imagery, video and social content. Clean services work, no securities exposure. Confirm whether it is portal-to-portal. |
| 10% commission on investors introduced | On hold | hold | Percentage-of-raise pay is the piece that creates broker-dealer exposure. Do not earn it, invoice it, or promise it until counsel clears the structure. |
| Possible 1% ownership | Undocumented | later | Described as earned through contribution over time rather than purchased. Until there is paper, it is a conversation, not an asset. |
$50
What the hourly actually pays — tap a workload
| Label | Hours |
| --- | --- |
| 10 hrs | 10 |
| 20 hrs | 20 |
| 30 hrs | 30 |
| 40 hrs | 40 |
Per week
Per month
Annualized
The commission is the problem
A percentage of money raised is a hallmark of broker-dealer activity no matter what it is called. It can hand investors **rescission rights** and expose both sides to disgorgement. Bring the fix, not the complaint.
Ask these before accepting any equity
| Question |
| --- |
| Is the 1% granted now, or does it vest over time? |
| What form is it — membership units, options, profit interest? |
| Which legal entity issues it, and is that entity in good standing? |
| Can future fundraising dilute it, and is there any protection? |
| What specific responsibilities earn it? |
| What happens to it if either side walks away? |
| Is there a written agreement, and when do I see the draft? |
| Can BOUDIEFUL and FCDSE keep running alongside this? |
The three-question sanity test
Would the hourly alone make the work worth it? Are the referral terms clear and legal? Is the equity a long-term bonus rather than something the household depends on? **If all three are yes, take it.**

## 06 — The Restructure
Part I — Restricted: negotiation &amp; clearance · v5.0
Do not share
Sec. 06 / 23
The Restructure
Three ways to get paid without the broker problem
Tap an option to see why it works. Then send the message below word for word — it is written to protect him, not to accuse him.
Why it works
| Tag | Option | Structure | Why it works |
| --- | --- | --- | --- |
| Option A | Flat retainer | Monthly fee for marketing, content and account development — paid whether or not anyone invests. | It removes the **strongest single factor** — pay that varies with a securities transaction. It does **not** remove the question entirely: limits on the activity itself still apply, and Colorado’s sales-representative rules still need checking. It is also simply better for you: you get paid in the slow months, and the clock stops being the conversation. |
| Option B | Wholesale-only commission | 10% on product revenue you generate. Zero on investment dollars. | Ordinary sales compensation, legal, and nothing to fix. Close twenty recovery residences on standing monthly orders and you are worth more to him than any introduction — and **nobody can unwind it three years later.** |
| Option C | Larger equity grant | Trade the investor commission for a bigger membership interest, vesting on time or on wholesale milestones. | Vesting tied to dollars raised recreates the same defect. Tied to time or to sales, it does not. **Never let the vesting schedule reference the raise.** And be precise about what equity does <em>not</em> do: **Rule 3a4-1 is a non-exclusive safe harbour** for certain persons associated with an issuer, with detailed conditions including **no direct or indirect transaction-based securities compensation**. An equity grant is not a compliance mechanism and does not itself create the safe harbour — it can create separate securities and tax issues of its own. |
Text or email — send as is
“I want to talk about the commission piece before we put anything in writing, because I did some reading and I think it could cause you a real headache later. Paying someone a percentage of an investment generally requires a securities license. If it isn’t structured right, investors can end up with a right to ask for their money back — and that usually surfaces years later during diligence on a real round or a sale. That’s a bigger problem for you than for me.<br><br>I’d rather we do it clean. Flat monthly fee for the marketing work, 10% on wholesale accounts I open, and we either drop the investor commission or trade it for more equity. I’m happy either way.<br><br>Two things I need to know regardless: which entity am I actually contracting with, and do you have a securities attorney on the raise? I want my piece run past them — including the Colorado state side, not just the federal side — before I introduce anyone to anything.”
**If he can’t answer the attorney question, that is your answer.** Not that he is dishonest — that the investor side is not ready for you to touch. Stay on wholesale and content until it is.
The registered pathway — context, not a permission slip
FINRA’s amended **Capital Acquisition Broker** rules took effect **March 25, 2026**. CAB Rule 016 covers identifying and soliciting investors and acting as placement agent or finder in specified private transactions, and Rule 511 permits a CAB to receive certain issuer <em>equity</em> compensation for permitted services. That is a **registered** broker pathway with a limited business model — not an exemption for an unregistered finder. The question for counsel is whether the raise should simply be routed through a registered CAB or broker-dealer and keep you out of fundraising entirely.

## 06A — State Securities Overlay
Part I — Restricted: negotiation &amp; clearance · v5.0
Do not share
Sec. 06A / 23
State Securities Overlay
Federal clearance is only half the analysis
The company is based in Colorado, the work touches New Mexico, and Texas has its own registered-finder regime. Every state where an offer, a solicitation or a purchaser lands needs its own answer. Tap each issue.
| Issue | Why it matters | Control |
| --- | --- | --- |
| Issuer sales-representative definition | C.R.S. § 11-51-201(14) defines a sales representative to include an individual acting for an issuer in effecting or attempting securities sales. The statute’s exclusion for someone primarily doing substantial non-securities duties also requires that compensation **not be based, in whole or in part,** on the amount of securities purchases or sales effected. | A 10%-of-capital-raised formula cuts directly against the compensation condition in that exclusion. The structure defeats the carve-out that would otherwise cover you. |
| Licensing or exemption | Colorado generally regulates broker-dealers and sales representatives and provides specific exemptions. Whether one is available depends on the exact security, the issuer, the transaction and the compensation — not on the founder’s intentions. | Counsel must identify the exact Colorado licensing or exemption basis in writing before anyone performs a single investor-facing act. |
| Issuer exemption rule 51-4.3(H) | For the issuer-sales-representative exemption it addresses, Colorado Rule 51-4.3(H) requires **no commissions, fees or other special remuneration** arising from the offer or sale. | Do not assume an issuer relationship, a contractor title, or the word “finder” makes transaction-based compensation lawful in Colorado. |
| Texas — a real finder category, tightly limited | Texas does recognise a **registered finder**, but it is limited to compensated introductions involving **accredited** investors and carries activity restrictions. Separately, Texas states that in a Rule 506 offering no commission, fee or similar remuneration may be paid to a person soliciting Texas investors **unless that person is licensed** as a Texas dealer or agent. | “Texas has finders” is not a defence. If a Texas investor or Texas solicitation is anywhere in the picture, counsel identifies the registration basis and the conduct limits in writing first. |
| New Mexico — an open question, deliberately | This packet has **not** independently established New Mexico’s finder or intermediary rule, and no NM equivalent has been invented here. Work performed from or into New Mexico still triggers NM law. | Do not extrapolate Colorado or Texas rules onto New Mexico. This is a specific written question for securities counsel. |
| Every other investor’s state | A federal Regulation D exemption can preempt certain state registration requirements, but states retain notice and fee authority, and state intermediary and licensing laws require separate analysis of their own. | Counsel must check Colorado plus the law of every state where solicitation occurs or a purchaser resides. One clean state is not clearance. |
| The August 2026 amendments | Colorado’s 2026 legislative changes effective August 12 amended parts of Article 51, primarily around investment-adviser provisions. | Nothing in those changes turns a 10% investor-finder arrangement into a safe harbour. Do not read the amendments as an opening. |
Why it matters
The control
V5 hard rule
Securities counsel must review Colorado, Texas and New Mexico law plus every other state where investor activity occurs or investors reside. A federal opinion does not end the analysis, and federal covered-security status does not erase intermediary licensing.
None of these resolve the Colorado question
| Item |
| --- |
| A federal legal opinion |
| A filed Form D |
| A Rule 506(b) or 506(c) label |
| Friendship with the founder |
| Being called a “finder” |
| Relabelling the fee as a flat retainer |
| The investor approaching you first |
| The offering being private or exempt |
| Holding 1% equity — Rule 3a4-1 is a conditional safe harbour, not a status |
| FINRA’s expanded CAB rules — a registered pathway, not an exemption |
There is no federal finder exemption
The SEC’s 2020 finder proposal was **never adopted**. A March 17, 2026 rulemaking petition (File No. 4-890) asks for conditional finder relief, but a petition is not an exemption. Anyone who Googles “SEC finder exemption” and finds the 2020 proposal is reading a document with no legal force.

## 07 — Clearance Questions
Part I — Restricted: negotiation &amp; clearance · v5.0
Do not share
Sec. 07 / 23
Clearance Questions
Seventeen questions that have to be answered in writing
Send these to Ryan and ask him to confirm each with whoever handles the securities side. His answers determine which lane you may work in.
Subject line
Quick clearance before I make any introductions — Sober Water growth connections
| No. | Question |
| --- | --- |
| 01 | What exactly is being offered — shares, equity, a SAFE, a convertible note, or something else? |
| 02 | What is the exact legal entity issuing the investment? |
| 03 | Which securities exemption is the offering being made under — Reg D 506(b), 506(c), or another? |
| 04 | Does that exemption permit general solicitation? Can public social posts, QR codes, signs or flyers mention an investment at all? |
| 05 | What am I personally authorized to say? I want approved talking points so I am never improvising terms or projections. |
| 06 | Which investor materials are currently approved — deck, PPM, term sheet, financials, subscription documents? |
| 07 | Who do I hand an interested person to? My role should stop at permission and introduction. |
| 08 | Who handles qualification, accreditation verification, disclosures and subscription paperwork? |
| 09 | Is there anything I specifically should **not** say or do when someone asks me about investing? |
| 10 | Will counsel review the proposed 10% investor commission and tell us what structure, if any, I can legally operate under? |
| 11 | What Colorado broker-dealer or **sales-representative** licensing or exemption applies to my proposed activity and compensation? Federal clearance does not end the analysis. |
| 12 | What notice filings, fees or intermediary licensing apply in **every state** where an offer, solicitation or purchaser may occur — and are they complete? |
| 13 | Confirm in writing that the SEC’s unadopted 2020 finder proposal and the March 2026 rulemaking petition (File No. 4-890) are **not** being treated as current exemptions. |
| 14 | Has Form D been filed where required — accession number and date? A search that finds nothing is a search result, not proof that no filing exists or was required. |
| 15 | Does **Rule 3a4-1** apply to this exact person, issuer, compensation and activity plan? Identify the subsection and every condition in writing, and confirm that an equity grant is **not** being treated as the safe harbour itself. |
| 16 | Should the raise be routed through a registered **Capital Acquisition Broker** or broker-dealer instead? FINRA’s amended CAB Rules 016 and 511 took effect March 25, 2026 — a registered pathway, not an exemption for an unregistered finder. |
| 17 | What **Texas** registered-finder, dealer or agent status applies if any Texas investor or solicitation is involved, and what **New Mexico** intermediary law applies to work performed from or into NM? |
Decision matrix — after he replies
| Answer state | Your action |
| --- | --- |
| No legal answer yet | Run the neutral business-growth system only. Wholesale, placement, partnerships, events. |
| Solicitation not permitted | No investment language anywhere public. No investment QR. Hand unsolicited interest straight to the authorized representative. |
| Some discussion permitted | Use only counsel-approved talking points and materials, inside the defined handoff boundary. |
| Compensation not cleared | Do not assume, invoice, or represent that a 10% investor referral fee is payable. |
| Cleared with conditions | Follow the written structure exactly. Do not expand your role one inch beyond it. |
Do not stall on the commercial lane
Build the neutral connection system, the wholesale list and the outreach tracker **while you wait for the answer**. None of that work needs clearance, and none of it is wasted if the investor gate never opens.
“I’m not trying to sell anyone shares or negotiate investments. My goal is to use what I’m already good at — talking to people, networking, marketing, photography, recognizing opportunity — to identify valuable people and put the right ones directly in front of you.”

## 08 — Wholesale Playbook
Part I — Field Playbook · v5.0
Confidential
Sec. 08 / 23
Wholesale Playbook
Where the revenue actually comes from
Work Tier 1 first. It has the shortest cycle, the clearest mission fit, and a monthly reorder rhythm that pays you again and again.
| Tier | Cycle | Headline | Targets |
| --- | --- | --- | --- |
| Tier 01 | Fastest close · reorders | Recovery infrastructure | **Sober living homes and recovery residences** — monthly volume, mission fit is instant.<br><br>**Treatment centers and IOPs**, including detox and inpatient.<br><br>**Recovery conventions and roundups** — call now for spring events; hospitality chairs book early.<br><br>**Tribal behavioral health and wellness programs** — Navajo Nation, Ute Mountain Ute. |
| Tier 02 | Quick yes · smaller orders | Culture-fit retail | **Tattoo shops** — you already have a Moab proof of concept to name.<br><br>**CrossFit, MMA and boxing gyms, yoga studios.**<br><br>**Sober bars and dry bottle shops.**<br><br>**Music venues** with sober tents or harm-reduction booths.<br><br>**Coffee shops near meeting halls.** |
| Tier 03 | Slow · highest leverage | Distribution and institutions | **Regional beverage distributors** — one yes can carry fifty small accounts behind it.<br><br>**Natural grocers and co-op buyers.**<br><br>**Hospital behavioral health, drug courts, probation offices.**<br><br>Long lead times, so start these conversations in parallel with Tier 1 rather than after it. |
Timing and the gatekeeper
Facilities and treatment: Tuesday to Thursday, 9–11am. Retail and shops: after 2pm. Never Monday morning, never Friday afternoon. Open every gatekeeper call with one question: **“Who handles your beverage ordering?”** It routes straight past the sales-call reflex to the person who can actually say yes.
Your differentiator is not price
You arrive with product, free event photography, and a brand narrative they can use. Nobody else calling that buyer is offering the bundle. Lead with the content, close on the water — and never guess at case pricing you have not been given in writing.

## 09 — Scripts
Part I — Field Playbook · v5.0
Confidential
Sec. 09 / 23
Scripts
Verbatim language — say it the way it is written
Tap a tab to pull the full script for that audience. Read it out loud twice before your first call of the day.
| Tab | Audience | Script |
| --- | --- | --- |
| Universal opener | Any cold call — first 15 seconds | “Hi, I'm calling about Sober Water, a Durango-based beverage brand built around recovery, community, and eliminating single-use plastic.<br><br>I'm trying to reach whoever handles your beverage buying, supplier partnerships, distribution or sponsorships.<br><br>Who owns that?”<br><br><em>Then stop talking. Let them route you.</em> |
| Sober living / treatment | Tier 1 — recovery residences, IOPs, detox | “We're a recovery-owned water brand out of Durango — aluminum, not plastic, and the founder has been in recovery since he was fifteen.<br><br>Most houses your size are going through water every single week, so I wanted to ask about the ordering side: **do you buy direct, through a distributor, or through a food-service vendor?**<br><br>And what kind of monthly volume are you moving?<br><br>If it's useful, I can drop samples and a one-page wholesale overview with you this week.” |
| Tattoo / gym / studio | Tier 2 — culture-fit retail | “I shoot photography and I also work with Sober Water. Two things.<br><br>First — we're recovery-owned, and it's aluminum, not plastic. It looks right sitting on your counter.<br><br>Second — **if you carry it, I'll shoot content in your shop at no charge and you keep the images.**<br><br>Want me to leave a couple so your team can try them?” |
| Events / conventions | Hospitality chairs, roundups, festivals | “I'm reaching out about hydration for your event. We do event pricing by the pallet, and we're recovery-owned, which tends to matter to your attendees.<br><br>I also shoot events, **so I can cover hydration and photography in one package.**<br><br>Who plans that side of the event — and how far ahead do they book?” |
| Retail / hotel buyer | Tier 2–3 — buyers and GMs | “The product is visually distinctive, it avoids single-use plastic, and it carries a recovery and community story customers actually remember.<br><br>Would you be open to reviewing wholesale pricing and a sample case?<br><br>If it's easier, I can send the pricing sheet first and follow up next week.” |
Non-negotiable rules on every call
1. Never claim the water does anything. It is water. The story is who owns it and where the money goes.<br><br>2. Never invent pricing. If you do not have the case sheet in writing, say you will send it and follow up.<br><br>3. Never discuss the raise, valuation, or returns on a commercial call.<br><br>4. Register the lead before you introduce anyone to Ryan.<br><br>5. Every call ends with one committed next step and one referral request.
| Objection | Response |
| --- | --- |
| “We already have a water supplier.” | “I'm not asking you to switch everything. What about carrying it alongside, for events and family days?” |
| “What does it cost?” | Never guess. “Let me send you the exact case pricing so I don't misquote you.” Get the sheet from Ryan in writing first. |
| “Does this do something?” | “No — it's water. The story is who owns it and where the money goes, not what's in the bottle.” Never imply efficacy. |

## 10 — Objection Handling
Part I — Field Playbook · v5.0
Confidential
Sec. 10 / 23
Objection Handling
Eight things they will say, and exactly what you say back
Your job on the phone is to book the call. It is not to sell, project returns, or answer financial questions.
Tap what they said
Say this
| Objection | Response | Why it works |
| --- | --- | --- |
| “What are the returns?” | “That is exactly the question I am not the right person for, and I would rather you hear it from him than get a secondhand version from me. That is the whole reason I am asking for the fifteen minutes.” | This is the single biggest legal exposure on the call. Never project, promise, or hedge a return. Handing the question off is not weakness, it is the correct answer. |
| “How much do I have to put in?” | “Minimum participation is fifteen thousand. Most people coming in are between thirty and sixty.” | Say the number plainly and do not apologize for it. Qualifying on price early saves you both a wasted call. |
| “Who else is in?” | “I would want him to answer that rather than me getting it wrong. He can walk you through it on the call.” | Never characterize the cap table or name other investors. You do not have verified information and guessing creates liability. |
| “Non-alcoholic? Is that a real market?” | “That was my reaction too. Then I found out under-35 drinking dropped from seventy-two percent to sixty-two percent in twenty years, and the big alcohol conglomerates are buying non-alcoholic brands instead of building them.” | Cite the category, never the company. Third-party data proves the thesis without you making a single claim about this business. |
| “How do you know the founder?” | “I pitched him on sponsoring my photography work, he liked how I did it, and asked whether I would do the same thing for his company.” | Tell the truth, briefly. It is a good story and it is real, which means you never have to keep track of a version of it. |
| “Send me something first.” | “Happy to. What is the best email?” Send it the same day, then follow up in four days. | This is not a no. Same-day delivery while you are still a real person in their memory is most of the conversion. |
| “I need to talk to my financial advisor.” | “Smart. Want me to send the materials in a format you can forward to them?” Then get a date to circle back. | Never push against an advisor. Arming them to forward it makes you the easy party in the transaction. |
| “No thanks, not for me.” | “Appreciate you being straight with me. Is there anyone you would think of who this would be right for?” | The referral ask on a no is where half your best names will come from. Ask it every single time. |
Hard rules on every call
| Rule |
| --- |
| Never name a return, multiple, or exit timeline. Not casually, not hedged. |
| Never say “sure thing,” “you can’t lose,” or “already oversubscribed.” |
| Two touches, then stop. Never a third ask — you live in a small region. |
| Log the call the same day. Memory is not a CRM. |

## 11 — Market Ammunition
Part I — Field Playbook · v5.0
Confidential
Sec. 11 / 23
Market Ammunition
Prove the category is real without making a single claim about the company
Third-party data does the persuading for you. Cite the source, never overstate, and re-verify every figure before you send it. Category facts are market context — never a Sober Water forecast.
| Value | Prefix | Suffix | Decimals | Label | Source |
| --- | --- | --- | --- | --- | --- |
| 54 |  | % | 0 | Of US adults say they drink alcohol — holding at the record low for a second year | Gallup, reported Aug 20 2026 |
| 51 |  | % | 0 | Say one or two drinks a day is bad for health — the health perception has flipped | Gallup, 2026 survey |
| 17 |  | % | 0 | Used non-alcoholic beer, wine or spirits instead of alcohol in the past year | Gallup, 2026 survey |
The rest of the ammunition — and how to say it
| Fact | Current support &amp; wording |
| --- | --- |
| +22% in 2025 | Constellation Brands stated non-alcoholic segment dollar sales rose 22% in 2025 when it announced the HOPWTR acquisition on March 27, 2026. Say: “A major beverage company cited twenty-two percent 2025 dollar-sales growth in the non-alcoholic segment.” |
| Over $1B | 2025 US off-premise non-alcoholic beer, wine and spirits sales above $1B is attributed to NIQ reporting in the source packet. **Use only with a dated public source**, and never present syndicated NIQ data as proprietary research. |
| Big alcohol is buying in | Constellation took full ownership of HOPWTR; Diageo bought out the remaining stake in Ritual Zero Proof; Pernod Ricard took a minority stake in Almave. Consolidation is the argument — not a prediction about this brand. |
| Venture money | CAVU Partners led a $30M Series B into Recess in October 2025. This is category evidence for buyers, **not** a target list — investor work is frozen and lives in Part II. |
| Surgeon General advisory | The advisory on alcohol’s cancer links was non-binding, from an outgoing Surgeon General, and the label is unchanged. Cultural tailwind, **not** regulatory change. |
| Named talent | Holland, Hamilton, Hadid, Perry, Lively, Trejo and Delevingne have all put money and name into non-alcoholic brands. Useful social proof for a retail buyer conversation. |
The one line for every email
“Gallup’s newest survey has US drinking at a record-low fifty-four percent, half of adults now say a drink or two a day is bad for health, and seventeen percent reached for a non-alcoholic alternative last year. Constellation cited twenty-two percent dollar-sales growth in the segment for 2025 when it bought HOPWTR outright.”
How to use it
| Rule |
| --- |
| Cite the category. Never extrapolate from it to this company’s outcome. |
| Name the source out loud — Gallup, Constellation, the acquiring company. |
| Never say “this proves Sober Water will grow 22%,” “big alcohol will buy us,” or “this category guarantees distribution.” |
| The venture money in the category is buyer ammunition, not an investor target list. |
| Never invent precision. “Over a billion” is what was published; “$1.01B” is not. |
Re-verify before you send
Every figure on this page was rechecked on **August 21, 2026** against the Gallup survey reported August 20, 2026 and Constellation’s own March 27, 2026 HOPWTR release. These numbers move every quarter: a stale figure loses a serious reader, and an overstated one is a liability.

## 12 — Finder Agreement
Part I — Restricted: retired draft
Do not share
Sec. 12 / 23
Finder Agreement — Retired draft, not in use
Withdrawn as a working document. Kept only as a question list for counsel.
**Retired in this version.** Circulating a drafted percentage-of-raise agreement is not a step you take before counsel answers the structure question, so it is no longer an instrument to sign. Read the clauses below as the issues counsel has to resolve, not as terms on offer.
Clause
What it says
| Clause | Detail |
| --- | --- |
| Scope | Introductions only. No soliciting, no negotiating terms, no advising on merits, no representations about financials or valuation, no handling of funds or securities, no authority to bind the company. |
| Qualifying referral | You email the investor's name and contact **before or at** the first introduction, and the company confirms in writing within **5 business days**. Logged in the Exhibit A referral schedule. |
| Commission | 10% of gross proceeds actually received. Paid within **15 days of cleared funds**. Nothing owed on money committed but never received. |
| Tail period | A confirmed referral that closes within **12 months** of the introduction stays commissionable even after the agreement ends. |
| Non-circumvention | During the term and the tail, the company cannot bypass you to close one of your confirmed referrals without paying. |
| Term | 12 months, renewable in writing. Either side may terminate on 30 days' notice. Compensation, tail, non-circumvention, confidentiality and general clauses survive. |
| Status | Independent contractor, 1099 — not an employee, partner or agent. Set aside 25–30% of every commission for taxes. |
| Compliance | The company alone is responsible for the offering's compliance, filings, investor qualification and disclosures. Governed by New Mexico law. |
| State law | Because the issuer is Colorado-based, **C.R.S. § 11-51-201(14)** and Colorado Rule 51-4.3(H) must be analysed alongside the federal question — the issuer-representative carve-out requires that pay **not** depend on securities sold. Every state where an offer or purchaser sits needs its own review. |
You may
Mention the raise to someone you already know, in ordinary conversation. Pass a name to Ryan and step out. Send an introduction email with no terms, no numbers, no persuasion.
Never
Discuss valuation, share class, minimums or returns. Send a deck or offering material. Follow up to encourage anyone to invest. Attend the pitch as a participant.
Introduction email — do not add to this
“[Name], meet Ryan Whittaker, founder of Sober Water. Ryan, [Name] — I mentioned you two should talk. I’m not involved in the financial side and can’t speak to any of it, so I’ll step out and let you take it from here.”
The deflection, memorized: “I genuinely can’t answer that one — I do the marketing, not the financial side. Ryan’s the person for that. Want me to connect you?”
**Retired template — not legal advice, and not for signature.** Success-based investor referral fees carry unregistered broker-dealer risk for you and rescission risk for his round, federally <em>and</em> under Colorado law. There is no adopted federal finder exemption to fall back on. Counsel reviews it first, or you do not sign it.

## 13 — Materials Audit
Part I — Field Playbook · v5.0
Confidential
Sec. 13 / 23
Investor Materials Audit
Four documents already exist — read this before you forward any of them
These were drafted for the company, not vetted for you. Two are usable with care, one belongs to the founder, and one should not leave the drawer.
| Document | Verdict | Tone | Note |
| --- | --- | --- | --- |
| Investor Pitch Deck (7 slides) | Counsel first | caution | Forward it only if Ryan confirms it is the currently approved deck. It carries phrases like “bulletproof ESG framework” and “millions of impressions” that no one has substantiated. If you send it and an investor relies on it, you are in the chain. |
| Executive Summary &amp; Investor Handout | Company issues it | caution | Routes to investor@soberwater.org, which is correct — that is the company’s address, not yours. Do not edit, rebrand, or attach it to your own emails. Point people at the address and step back. |
| Angel Investor Pitch Script | Not yours to deliver | stop | Written in the founder’s voice, ending in “we are currently opening a strategic seed round.” The pro-tip “know your numbers” is an instruction to Ryan. You never deliver this script, on stage or over coffee. |
| Booth Staff Investor Prospecting Script | Do not use | stop | It directs floor staff to qualify investors, describe the raise, and collect emails for a deck. That is the exact activity the hard gate closes. It contradicts the compliance guardrails in the master plan. Retire it until counsel rewrites it. |
Strike these phrases wherever you find them
| Phrase |
| --- |
| “Bulletproof ESG framework” |
| “Millions of organic impressions” |
| “High-growth, high-margin” with no figures behind it |
| “Ground-floor entry” |
| “Proven event-marketing model” |
| “We’re keeping our early shareholder circle tight and strategic” |
| “We know it does” — as proof of concept |
What you may always say
| Item |
| --- |
| The mission line and impact language, quoted exactly. |
| Product spec: 16 oz aluminum spring water, 13 oz glass carbonated. |
| That the brand participates in recovery events, and which ones. |
| Published press coverage — Durango Telegraph, Arts Perspective. |
| Named retail accounts you can personally verify on a shelf. |
**A label change is not a fix.** Renaming a transaction-based commission a “marketing fee” does not cure it. Counsel has to review the substance of the arrangement, not the word on the invoice.

## 14 — Recovery Partnerships
Part I — Field Playbook · v5.0
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Recovery Partnerships
One network relationship replaces a hundred cold calls
These are not customers. They are multipliers — treat every conversation as a request for introductions, not an order.
A single relationship with a statewide recovery network can introduce you to treatment centers, sober-living operators, event organizers, employers, donors, sponsors, and mission-aligned business owners — all of whom already trust the source of the introduction.<br><br>That is why these calls come before the long distributor cycle. You are not selling water on this call. You are asking one well-connected person to point at the next ten.
Ask every partnership these two things
1. “Which member operators or event organizers should Sober Water be talking to — and would you be willing to introduce us?”<br><br>2. “What hydration, vendor, or sponsorship needs do you have coming up for Q4 and 2027?”
The best shareholder finder is usually a customer
Once you close a commercial relationship — a distributor, a multi-location operator, a retailer, an event partner — ask: “Who else in your network should Ryan know, especially anyone who has built or backed a consumer brand?” Warmer, more credible, and far more efficient than cold-pitching strangers.
Network contacts — verify before dialing
| Organization | Contact | Why they matter |
| --- | --- | --- |
| New Mexico Coalition of Recovery Residences | info@nmcrr.org | Statewide operator network — the single fastest route to multiple sober-living houses at once. |
| Recovery Communities of New Mexico | rconm.org | August and September Recovery Month events. Ask directly who still needs hydration sponsors. |
| Sober AF Entertainment | 303-888-9019 · kylan@soberafe.com | Recovery-centered concerts, sporting events and sobriety sections — natural pallet-volume events. |
| Colorado Recovery Housing | 720-782-0989 · info@corecoveryhousing.org | Certified recovery-residence network in the home state. Start here for Colorado density. |
| The Phoenix | 720-440-9175 · info@thephoenix.org | Sober-active community programming with events nationwide and a large engaged membership. |

## 15 — Lead Tracking
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Lead Tracking
Register the lead before you make the introduction
An unregistered lead is an unpaid lead. This is the paperwork that turns your work into a commission you can prove.
:icon-square-check:
:icon-square:
Every lead record — before outreach
| Field | Mandatory |
| --- | --- |
| Lead ID — format SW-YYYYMMDD-001 | Yes |
| Date sourced | Yes |
| Prospect name, company and role | Yes |
| Category — distributor, recovery org, event, retail, strategic | Yes |
| Source — cold call, referral, event, LinkedIn | Yes |
| Contact details | Yes |
| Why they fit, in one sentence | Yes |
| Your evidence — screenshot, email, call note proving you found them | Yes |
| Date you notified Ryan, and his written confirmation it is not pre-existing | Yes |
| RETIRED — not in use: the ACCREDITED? column and the “investor pending legal” commission lane. Neither belongs in a commercial tracker; a column implies a purpose. | No |
| Next action and outcome | No |
Lead-registration text to Ryan
NEW LEAD — [Company / Person] | [Category]<br><br>I sourced them on [date] through [source].<br><br>Contact: [info]<br><br>Fit: [one sentence]<br><br>Status: [status]<br><br>Please confirm whether this is already an existing Sober Water relationship before I make the introduction.<br><br>I'm logging it as my originated lead under our commercial commission agreement.
Commission terms — settle in writing before the first call
**Base:** 10% of gross invoice, or net of discounts?<br>**Trigger:** paid on shipment, or on payment received?<br>**Reorders:** does the 10% apply to reorders from accounts you opened, and for how long? Twelve to twenty-four months is standard — without this you open the door and he keeps the annuity.<br>**Account protection:** a written monthly list of accounts credited to you.<br>**Territory:** exclusive to the Four Corners, or non-exclusive?<br>**Payment:** net 30 from receipt, with a monthly statement.<br>**Termination:** notice period, and commissions on already-opened accounts survive.<br>**Expenses:** who pays mileage and sample shipping?
**Monthly rhythm:** track active leads by category; count decision-maker conversations, qualified prospects, founder handoffs, closed orders and referrals; kill any channel producing no signal and double down on the top two; update Ryan on pipeline every Friday; reconcile commissions paid against your own account list.

## 16 — List-Building Sources
Part I — Field Playbook · v5.0
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List-Building Sources
Where the names actually come from
Work top to bottom. The first three produce the most usable names per hour, and almost all of it is free.
Source
Cost
| Source | What you get | Cost |
| --- | --- | --- |
| ProPublica Nonprofit Explorer | Form 990s for recovery nonprofits in NM, CO, UT and AZ. Board names are listed by law — the best free wealth-plus-mission filter that exists. | Free |
| State business entity search | Look up every name you get. Officers, registered agents, what else they own. Maps the whole network. | Free |
| County assessor property records | Commercial property owners in San Juan, La Plata and Montezuma counties. Wealth-screened for you. | Free |
| Chamber of Commerce directories | Farmington, Durango, Aztec, Bloomfield, Cortez. Board of directors lists first. | Free |
| Event sponsor lists | Recovery walks, galas, golf tournaments. Sponsor tiers are a published wealth ranking. | Free |
| Business journal award lists | 40 Under 40, Business of the Year, Best Places to Work. Pre-screened successful owners. | Free |
| Rotary, Kiwanis and Lions rosters | Old-school, but these are business owners with disposable income and civic instincts. | Free |
| Recent business sale announcements | Anyone who just exited is actively looking for somewhere to put the proceeds. | Free |
| Treatment center and sober living sites | Owners, medical directors and executive teams. Usually right on the About page. | Free |
| State medical and dental board lookup | Practice owners filtered by specialty and city. | Free |
| Recovery event vendor and sponsor lists | The people you already stand next to at events. Highest-value list you have access to. | Free |
| LinkedIn Sales Navigator | Filter by geography, seniority and industry. Ninety days is enough to prove the channel. | ~$99/mo |
The research rule
Two hours here beats twenty hours of guessing. Build the list before you write a single email, and never let excitement outrun the data.
Columns the tracker needs
| Field |
| --- |
| Name |
| Company |
| Title |
| Tier |
| City / State |
| Where I found them |
| Email |
| Phone |
| Warm intro via |
| Why they’d care |
| Accredited? — RETIRED, leave out |
| 1st touch |
| 2nd touch |
| Status |
| Call booked? |
| Outcome |
| Notes |
Pace, and the compliance that comes with it
Thirty names in Tier 1. Two hours of research, then twenty emails a week. Track everything, log your hours, and let the numbers decide which tier gets more of you.<br><br>**Twenty commercial emails a week is commercial email under CAN-SPAM.** Every message needs a valid physical postal address and a working opt-out you honor within ten business days, and subject lines and sender details must not mislead. Cheap to set up once, expensive to ignore. Cold **texting** is a separate and stricter analysis — do not start it without checking first.

## 17 — Lead Scoring Model
Part I — Field Playbook · v5.0
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Lead Scoring Model
Score every lead out of eight before you decide who gets your Monday
Tap the values for a real contact and the band on the right tells you how fast to move. Score on what they said, never on how they looked.
| Dimension | Max | Guidance | Retired |
| --- | --- | --- | --- |
| Capital | 3 | Scoring prospects on apparent wealth or investing history is investor pre-qualification. It does not belong in a commercial tracker, and it no longer counts toward the score. | Yes |
| Strategic value | 3 | 0 ordinary consumer · 1 useful professional · 2 owns or reaches relevant businesses · 3 major channel leverage. | No |
| Interest | 2 | 0 polite only · 1 genuine curiosity · 2 asked for follow-up or an introduction. | No |
| Mission alignment | 2 | 0 unknown · 1 likes the concept · 2 strong personal or professional alignment with recovery. | No |
Live score
/ 8
Retired — not in use
| Band | Range | Action | Tone |
| --- | --- | --- | --- |
| Hot — 6 to 8 | 6-8 | Same-day or next-morning handoff. A specific next action is required before you close the laptop. | hot |
| Warm — 4 to 5 | 4-5 | Follow up inside 48 hours. Reference the actual conversation and name the opportunity and the owner. | warm |
| Network — 0 to 3 | 0-3 | Keep only if permission exists. Follow up in 5 to 7 days, and only when there is a concrete reason. | network |
Four lead categories — record all that apply
| Category | Definition | Retired |
| --- | --- | --- |
| Capital | Retired. An investor label in a commercial tracker gives the tracker a purpose it should not have. | Yes |
| Retail / Placement | Can put the bottle in stores, hotels, restaurants, gyms, venues or treatment facilities. | No |
| Distribution | Logistics, wholesale, beverage routes, regional delivery, warehousing, channel access. | No |
| Strategic | Partnerships, sponsorships, industry expertise, media, hospitality, events, manufacturing. | No |
| Connector | Whose value is access to one or more of the above. Often the highest-yield contact in the room. | No |
**Write one factual sentence for every score of 6 or above.** “Owns three hotels in Salt Lake,” not “seems rich.” Separate what they actually said from what you inferred, and never store financial verification documents.

## 18 — Warnings
Part I — Field Playbook · v5.0
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Warnings
The three flags and the eight exits
None of this is a reason to walk away today. All of it is a reason to get answers in writing before you go further.
| Icon | Flag | Body |
| --- | --- | --- |
| :icon-shield-alert: | Securities compliance | Transaction-based compensation — a percentage of money invested — creates unregistered broker-dealer exposure under Exchange Act §15(a). Regulators specifically weigh “finding investors” combined with outcome- or size-based pay. **There is no adopted federal finder exemption** — the 2020 proposal was never finalised, and the March 2026 petition is only a petition. Colorado law applies on top of all of it. Until counsel approves a structure, make no investor introduction tied to a success fee. Alternatives: flat retainer, wholesale-only commission, or vesting equity — never pay tied to the raise. |
| :icon-scale: | Legal and intellectual property | SOBER WATER, Serial 98435969, is Ryan’s personal application — record LIVE but **suspended**. A prior identical registration was cancelled under Section 8 in 2018 with “WATER” disclaimed, and Class 032 is crowded. Sober Water is also the opposer in TTAB Opposition 91297174 against SOBR WATER, suspended since February 2026 for settlement talks. Ask for a written status memo from trademark counsel. If there is no counsel, that itself is the finding. |
| :icon-file-signature: | Deal terms | Four offers arrived as one conversation. Insist on separate written terms for hourly work, wholesale commission, and any equity — plus confirmation of the exact legal entity you are contracting with and its registered agent on the Colorado Secretary of State record. Verify that yourself rather than taking it verbally. |
Walk-away triggers — any one of these
| No. | Trigger |
| --- | --- |
| 01 | He refuses to put the wholesale commission in writing. |
| 02 | He insists on keeping the investor commission after you explain the broker-dealer risk. |
| 03 | He asks you to send the investor deck, quote a valuation, or “warm up” prospects without attorney approval. |
| 04 | He cannot or will not name the exact entity you are contracting with. |
| 05 | There is no securities attorney on the raise and he does not intend to retain one. |
| 06 | He asks you to produce content claiming the water helps people get sober. That is FTC and FDA territory, and the liability attaches to you as the creator. |
| 07 | Payment on hourly work is late twice. |
| 08 | He treats a federal opinion, a Form D or the word “finder” as settling the Colorado state-law question. |
You are not being paranoid by asking. A founder who has built a real brand with real press and real doors will have real answers — and the ones who do not are exactly the ones this page exists for.

## 19 — Call List: Priority A &amp; B
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Call List — Priority A &amp; B
The seven calls that pay for the month
Named accounts inside your drivable radius. Call Tuesday to Thursday. Residential and administrative offices are fine mid-morning; **dosing clinics only after their window closes.** Verify numbers and current decision-makers before you dial.
Priority A — residential &amp; daily-traffic recovery · call this week
| Account | Address | Phone | Why |
| --- | --- | --- | --- |
| Masada House | 610 N Dustin Ave, Farmington | 505-360-4672 | Sober living home, residents on site. Ask for whoever runs intake rather than a name from a public review. **Start here.** |
| NM Treatment Services | 607 E Apache St, Farmington | 505-326-2012 | Opioid treatment clinic dosing 5:30–11am daily. Same clients every single morning — enormous water opportunity. **Call after 1pm, never during dosing:** that window is their busiest hour of the day. |
| Cenikor Foundation | 1313 Mission Ave, Farmington | 888-236-4567 | Residential 30-day program plus IOP, open 24 hours. Real facility budget. Ask for facilities, not clinical. |
| Detox of La Plata County | 1125 Three Springs Blvd, Durango | 970-259-8732 | 24-hour detox. Detox units consume staggering volumes of bottled water. |
| Denver Recovery Group | 450 S Camino Del Rio #105, Durango | 970-212-5256 | Daily dosing clinic, 6am–2:30pm plus Saturday mornings. In Ryan's home market, so easy for him to service. **Call after 2:30pm.** |
| Byron's House of Hope | 309 W Pinon St, Farmington | 505-258-4007 | Transitional sober living. Open 9am–2pm most weekdays, closed Thu/Sat/Sun — call mid-morning. |
| Santa Fe Recovery Center | 2028 E Aztec, Gallup | 505-240-8759 | Detox plus 30-day residential, runs a sweat lodge. Two hours out but worth one trip. |
Priority B — clinics, IOP &amp; behavioral health
| Account | Phone |
| --- | --- |
| Totah Behavioral Health — Farmington | 505-564-4804 |
| Cottonwood Clinical Services | 505-564-3733 |
| Ideal Option — Farmington | 877-522-1275 |
| Zion Healing Center | 505-675-3853 |
| ATB Behavioral Health Services | 505-947-9990 |
| Porch Light Health — Farmington | 505-257-6848 |
| Navajo United Methodist Center | 505-325-7578 |
| Navajo Regional Behavioral — Shiprock | 505-368-1438 |
| Axis Health System — Durango | 970-335-2422 |
| Porch Light Health — Durango | 970-551-3583 |
| Regional Substance Abuse — Durango | 970-799-6007 |
| Cortez Addictions Recovery Services | 970-565-4109 |
| The Recovery Center — Cortez | 970-409-1235 |
Warm lead you already have
Animas Alano Club in Durango is on Sober Water's own retail list. **“The Alano Club in Durango already carries it”** does more work than any pitch line — use it on every Priority A and B call.
**Get case pricing in writing before you dial.** Ask “who handles your beverage ordering?” — never ask for the owner. Numbers and named staff here were compiled from public sources and have not been re-verified; confirm the line and the current decision-maker before you spend a dial on it. Log every call the same day; the person's name is the highest-value field.

## 20 — Expanded Territory
Part I — Field Playbook · v5.0
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Expanded Territory
Sixty more doors, batched by drive
Aztec, Bloomfield, Window Rock, Chinle, Ignacio, Towaoc, Mancos, Cortez, Pagosa Springs and the Durango side. Tap a category to work it.
| Label | Value | Note |
| --- | --- | --- |
| Meeting halls | halls | **Highest-conversion category on either list.** Coffee served to the same people two to five nights a week, run by volunteers who care about mission over margin. Low dollar per order, near-certain yes, and every person in the room sees the can. |
| Tribal health | tribal | Relationship calls, never cold calls — route them through Alex. Window Rock is the division office above the individual programs, so one relationship there can open several sites at once. Right door for wellness fairs, sobriety walks and youth camps. |
| Wellness &amp; yoga | wellness | Hot yoga and cold-plunge studios where water is effectively the business. Lead with the free content shoot on every one of these — it is the thing nobody else calling them can offer. |
| Tattoo — Durango | tattoo | You already have proof of concept from Moab. Batch all five into one Durango day and shoot content while you are there so the trip pays for itself twice. |
| Natural foods | retail | Durango Natural Foods Co-op already carries it — that is your second reference account, and it is the one that matters here. Buyers in this category call each other. |
| Coffee | coffee | Small orders, but they sit next to meeting halls and clinics and they take content trades readily. Juniper shares a building with Polara — one stop, two pitches. |
| Venues &amp; distributor | venues | A different sale entirely: hydration sponsorship plus photo coverage as one bundled unit. Premier Distributing is the single distributor call — make it after twenty accounts are closed, not before, so you have something to show. |
| Account | Location | Phone | Category |
| --- | --- | --- | --- |
| The Well | 309 W Animas St, Farmington | 505-326-0211 | halls |
| Arid Acres — Al-Anon &amp; Al-Ateen | 2650 La Plata Hwy, Farmington | 505-324-6424 | halls |
| Farmington Elks Lodge #1747 | 801 N Municipal Dr, Farmington | 505-325-1747 | halls |
| Navajo Nation Behavioral &amp; Mental Health | 48 AZ-264, Window Rock AZ | 928-871-6240 | tribal |
| Chinle Treatment Center | Chinle AZ | 928-674-2190 | tribal |
| Southern Ute Health Center | 69 Capote Dr, Ignacio CO | 970-563-4581 | tribal |
| Ute Mountain Ute Health Center | Roustling Willow Complex D, Towaoc CO | 970-565-4441 | tribal |
| Polara — sauna &amp; cold plunge | 5150 College Blvd #201, Farmington | 505-591-8660 | wellness |
| Move Breath | 1315 Main Ave, Durango | 970-403-5697 | wellness |
| Soul Den Hot Yoga | 6724 Pecos St, Farmington | 505-991-1964 | wellness |
| AM Hot Box Studio | 424 W Broadway, Farmington | 505-512-3409 | wellness |
| The Sweaty Buddha Hot Yoga | 100 Jenkins Ranch Rd #1, Durango | 970-403-8885 | wellness |
| Sacred Rebel Yoga | 2010 E 19th St, Farmington | 505-478-7990 | wellness |
| CrossFit Durango | 600 Sawmill Rd, Durango | 970-239-1406 | wellness |
| Team Fire Boxing Club | 2501 E 20th St #1, Farmington | 307-871-3786 | wellness |
| Heathen Tattoo | 600 Main Ave Ste 112, Durango | 970-403-3940 | tattoo |
| Headhunter Tattoo | 72 Suttle St Unit 4, Durango | 970-259-2693 | tattoo |
| Graceful Eye Tattoo | 666 E College Dr #2, Durango | 970-375-9000 | tattoo |
| Your Flesh Tattoo | 110 W 9th St B, Durango | 970-637-0627 | tattoo |
| Infamous Ink Tattoo | 600 Main Ave, Durango | 951-764-4505 | tattoo |
| Durango Natural Foods Co-op | 575 E 8th Ave, Durango | 970-247-8129 | retail |
| Nature's Oasis | 300 S Camino Del Rio, Durango | 970-247-1988 | retail |
| Natural Grocers — Durango | 1123 Camino Del Rio, Durango | 970-779-6063 | retail |
| fb organics | 1 W Main St, Cortez | 970-516-1200 | retail |
| The Abundant Life Health Store | 201 E Main St, Cortez | 970-565-4995 | retail |
| Zuma Natural Foods | 299 N Main St, Mancos | 970-533-7300 | retail |
| Juniper Coffee + Eatery | 5150 College Blvd #206, Farmington | 505-436-2145 | coffee |
| Oso Grande Coffee Company | 2214 San Juan Blvd, Farmington | 505-436-2925 | coffee |
| Studio Bake Shoppe | 302 E Main St, Farmington | 505-327-2907 | coffee |
| WildEdge Coffee | 111 N Market St, Cortez | 970-565-9445 | coffee |
| Cow Horse Coffee | 2525 E Main St, Cortez | 970-560-2181 | coffee |
| Loops Coffee House &amp; Bistro | 318 E Main St, Cortez | 720-495-1872 | coffee |
| Premier Distributing Co | 1200 Troy King Rd, Farmington | 505-327-6371 | venues |
| San Juan College | 4601 College Blvd, Farmington | 505-326-3311 | venues |
| Top Deck Event Center | 515 E Main St, Farmington | 505-609-7276 | venues |
| Inspired Moments Event Center | 310 W Main St, Farmington | 505-860-3988 | venues |
| Memories Wedding Venue | 71 Rd 5324, Farmington | 505-330-1632 | venues |
| McGee Park Convention Center | 41 Rd 5568, Farmington | Book through the county | venues |
Route by building, not by category
**5150 College Blvd** holds Polara and Juniper. **2501 E 20th St** holds Jake's Tattoo and Team Fire Boxing. **1485 Florida Rd** holds Porch Light and Yogadurango. **1309 E 3rd Ave** holds Regional Substance Abuse and Pause Studio. Four stops, eight pitches.<br><br>One Durango day a month batches five tattoo shops, three natural foods stores, two gyms, two studios and four clinics. Cortez and Mancos batch together for nine stops in a day.
**Cut on purpose:** skilled nursing and elder rehab — wrong audience, the recovery story does not land. IV therapy and infusion clinics cut for the same reason plus a claims-adjacency risk you do not need.

## 21 — Post-Event Follow-Up
Part I — Field Playbook · v5.0
Confidential
Sec. 21 / 23
Post-Event Follow-Up
The weekend only counts if the follow-up happens this week
Every contact from Moab has a clock on it. Tap a template, change the name and the detail, and send it before the memory fades on their end.
| Temperature | Window | Action | Tone |
| --- | --- | --- | --- |
| Hot 8–10 | 24 hours | Personal follow-up plus either the introduction to Ryan or one concrete next step with a date on it. | hot |
| Warm 5–7 | 48 hours | Reference the specific conversation and clarify what the opportunity actually is before you ask for anything. | warm |
| Network 0–4 | 5–7 days | Light touch, and only when there is a real reason to continue. Silence is better than a filler email. | network |
The follow-up formula
| Step |
| --- |
| Context |
| Specific memory |
| Value connection |
| Handoff or next step |
| Easy reply |
| Tab | Use for | Body |
| --- | --- | --- |
| Hospitality | Owner or operator with multiple properties | “Hey Sarah! Megan from Tattoos for Recovery in Moab. It was great meeting you — I loved hearing about the hospitality properties you operate in Colorado.<br><br>I remembered our conversation about Sober Water and wanted to make sure I actually followed through instead of letting it disappear into the post-convention abyss. I’m connecting you with Ryan so you two can pick it up directly and figure out whether there’s a fit on the business side.<br><br>Ryan — Sarah operates several properties and knows the guest-amenity side cold. I’ll get out of the way.” |
| Connector | Someone whose value is who they know | “Hey Mark! Great meeting you in Moab.<br><br>You mentioned your friend works in beverage distribution across Utah and Colorado. If you’re still comfortable making that introduction, I’d love to connect the right people rather than let that conversation get lost after the weekend.<br><br>No rush and no pressure — just reply with a name and I’ll take it from there.” |
| Retail buyer | Purchasing contact for one or more locations | “Hey Jenna! Megan from Tattoos for Recovery.<br><br>You mentioned you oversee purchasing for several locations. I wanted to follow up while the weekend is still fresh and connect you with the Sober Water team about placement.<br><br>Quick context: 16 oz natural spring water in aluminum and 13 oz carbonated in glass, and a mission that lands hard with the recovery community. If it’s useful I’ll have pricing sent over directly — I don’t quote it myself.” |
| When | Deliverable |
| --- | --- |
| Same night | Five to eight premium previews sent to Ryan and Bryan. |
| Day +1–5 | Proof galleries delivered with structured upsell pricing. |
| Day +3 | Executive report to Ryan: brand results and pipeline results kept separate. |
| Day +14 | Convention pricing window closes. Say so in advance. |
| Day +30 | Studio early-access campaign applying portrait payments as credits. |

## 22 — Action Items
Part I — Field Playbook · v5.0
Confidential
Sec. 22 / 23
Action Items
The next thirty days, in order
Nothing on this page requires his permission except the first row — and the first row unblocks everything else.
| Window | Task | Owner | Status | Dates | Tone |
| --- | --- | --- | --- | --- | --- |
| Days 1–3 | Send Ryan three questions and get written answers: which lane is each 10% in, wholesale or investor? Which exact entity am I contracting with, and who is its registered agent? Do you have a securities attorney — and if not, will you retain one before any investor introduction? | Megan | Do now | Aug 21–24 | now |
| Days 4–7 | Build the target lists: 50 commercial targets, 25 recovery-ecosystem contacts, 20 qualified investor channels, 10 strategic supplier and referral sources. Register every lead in the tracker before any outreach. | Megan | Next | Aug 25–28 | next |
| Week 2 | Qualification calls. 50+ commercial dials aimed at decision-makers only. Ask what they buy, at what volume, and through whom. Qualify — do not try to close. | Megan | Open | Aug 31–Sep 4 | open |
| Week 3 | Convert to founder meetings. Book Ryan only with qualified prospects, send a pre-read before each call, and leave every meeting with one committed next step and one introduction request. | Megan + Ryan | Open | Sep 7–11 | open |
| Week 4 | Measure and double down. Count decision-makers reached, qualified conversations, founder handoffs, samples and proposals sent, closed orders, referrals generated. Kill the low-signal channels and double the top two. | Megan | Open | Sep 14–18 | open |
| Blocked | Investor introductions of any kind, including soft ones. Stays frozen until the offering exemption and your compensation structure are confirmed in writing by Ryan's securities attorney. | Counsel | On hold | Pending counsel | hold |
Ongoing, every week
Track every lead. Update Ryan each Friday with new contacts and status. Return every promised callback within 48 hours. Register commission claims <em>before</em> handoff. Reconcile monthly: check which orders came from your accounts and confirm commissions were paid on the agreed terms.

## 23 — Appendix: Contacts
Part I — Field Playbook · v5.0
Confidential
Sec. 23 / 23
Appendix — Contacts
Every number in one place
Filter by category or search the list. Public information changes — confirm before you dial.
:icon-search:
Search names, numbers, regions…
Searching for
| Label | Value |
| --- | --- |
| All | all |
| Distributors | distributor |
| Recovery | recovery |
| Investors | investor |
| Sober Water HQ | hq |
| Organization | Contact | Note | Category |
| --- | --- | --- | --- |
| CSA Distributing | 720-379-3191 · sales@csartisans.com | Colorado — artisan and specialty beverage distribution | distributor |
| NewAge DSD | 303-289-8655 | Aurora, Colorado — direct store delivery | distributor |
| Hensley Beverage | 505-327-6371 · 505-344-0287 · 602-264-1635 | Arizona and New Mexico — Farmington, Albuquerque, corporate | distributor |
| KeHE Distributors | 630-343-0000 | National natural channel — submit through RangeMe | distributor |
| Elite Brands of Colorado | 303-394-7535 | Front Range distribution | distributor |
| High Country Beverage | 970-242-4681 · 970-249-5599 | Western Slope — Grand Junction and Montrose | distributor |
| NM Coalition of Recovery Residences | info@nmcrr.org | Statewide sober-living operator network | recovery |
| Recovery Communities of New Mexico | rconm.org | Recovery Month events and sponsor needs | recovery |
| Sober AF Entertainment | 303-888-9019 · kylan@soberafe.com | Sober sections at concerts and sporting events | recovery |
| Colorado Recovery Housing | 720-782-0989 · info@corecoveryhousing.org | Certified recovery-residence network | recovery |
| The Phoenix | 720-440-9175 · info@thephoenix.org | Sober-active community programming | recovery |
| Central Texas Angel Network | 512-518-6054 · ctan.com | ~140 accredited investors, consumer products sector | investor |
| Houston Angel Network | samia@houstonangelnetwork.org | 100+ members, dedicated consumer deal committee | investor |
| North Texas Angel Network | info@northtexasangels.org | ~70 members, CPG focus, expects $1M+ revenue | investor |
| Rockies Venture Club | rockiesvc.com | Colorado angel ecosystem and December investor forum | investor |
| BevNET Live L.A. 2026 | bevnet.com | Dec 6–8, 2026 — buyers, investors, distributors in one venue | investor |
| Sober Water HQ | 970-708-7451 · ryan@soberwater.org | Ryan Whittaker, founder — soberwater.org | hq |
**Verify before outreach.** Phone numbers, addresses and event dates are current as of August 21, 2026 and change without notice. Confirm the contact and the right decision-maker before you spend a dial on it.

## Part II Divider — Private
Part II — Private Risk &amp; Deal Memo
Do not circulate
Everything after this page
Part II is yours alone
Sections 01 through 25 are the field playbook. They are operational, shareable, and safe to open on a table at his event. **Everything from here forward is your private assessment of a person you are actively working with.** The split exists so the playbook can stay clean.
Read this before you scroll
If Ryan reads the compensation assessment or the valuation page, the relationship is over regardless of how fair the analysis is. **Nothing here says he is dishonest.** It says the paperwork is not done, and undone paperwork is a risk whether or not anyone means harm.
Handling rules
| Rule | Why |
| --- | --- |
| No shared drive | Never sync this to anything he or a collaborator could be given access to by accident. |
| Not at his event | Do not open it on a laptop on site. One shoulder-glance is all it takes. |
| Name it neutrally | Nothing that reads as “Sober Water” on a lock screen or in a notification preview. |
| Never quote from it | The negotiating language you send him lives in the playbook. This file is the reasoning behind it, not the script. |
Taking the opportunity seriously is exactly why this half exists. Good intentions and clear documents are not opposites — they belong together.

## Part II · 01 — The Hourly Agreement
Part II — Private Risk &amp; Counsel Memo · v5.0
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Part II · 01 / 13
The Hourly Agreement
The rate is not the number that matters. The volume is.
The sponsorship already set a reference point, whether anyone said so out loud. Tap an hours figure to see what the flat fee actually paid per hour.
Effective rate on the $1,000 engagement
per hour worked
| Hours | Caption | Readout |
| --- | --- | --- |
| 20 | What $50/hr buys | This is the only version where the flat fee and the floated rate agree. It assumes setup, teardown, booth hours and post-production all fit inside twenty hours. |
| 30 | Three days on-site | Three event days with load-in and load-out, before a single file is edited. Already a third below the rate that was discussed. |
| 34 | Realistic total | On-site hours plus culling, editing and delivery. This is the number to have written down before any conversation about ongoing rates. |
| 40 | If scope creeps | Add brand representation, extra reels and a re-edit request, and the flat fee lands at half the rate that was floated. Track hours even on flat-fee work. |
What $50 actually nets
As a 1099 contractor, self-employment tax plus income tax puts realistic take-home nearer **$32–$38 of every $50**, before gear, software, insurance, mileage and unbilled admin time. And if one person is expected to cover photography, video, editing, copywriting, social management and event representation, that is four or five rates blended into one — worth saying out loud, kindly.
Eight things the written agreement has to say
| Term | Detail |
| --- | --- |
| What is billable | Editing, travel time, client calls, revisions, scouting. A rate that only covers shutter clicks is not $50 an hour. |
| Minimum volume | A stated range or floor — even “no fewer than 20 hours per month” changes what can be planned around. |
| Who approves hours | A named person and a written method. Texts vanish and memory reshapes itself around hope. |
| Payment terms | Net 15 or Net 30 from invoice date, with a late fee. 1.5% per month is standard and worth having. |
| Expenses | Mileage at the federal rate, lodging, meals, props, models, booth costs. Who fronts them, and how fast they come back. |
| Gear and liability | Your equipment, your insurance, his liability if it is damaged at his event. |
| Kill fee | A shoot cancelled inside 48 hours still pays a percentage. Other work was turned down for it. |
| Termination | Either party, 30 days’ notice, all outstanding invoices due on exit regardless of the reason. |

## Part II · 02 — Insurance &amp; Risk Transfer
Part II — Private Risk &amp; Counsel Memo · v5.0
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Part II · 02 / 13
Insurance
Insurance is not a line item in the contract
The prior version treated this as one clause inside the services agreement. It needs its own page, and three of the four items have to exist before the first shoot. Tap a coverage to see who provides it and what happens without it.
| Icon | Coverage | Whose policy | Timing | Detail | Exposure |
| --- | --- | --- | --- | --- | --- |
| :icon-camera: | Your general liability &amp; E&amp;O | MWM Photography LLC | Before you work a single event | General liability and errors &amp; omissions, in force before you work any event with crowds and equipment. Not optional, and not something to arrange the week of a booth. | Without it, one tripod and one guest is a personal-asset problem rather than an insurance claim. |
| :icon-file-check: | Certificate of insurance from Sober Water | Sober Water — provided to you | Before the first shoot | A certificate of insurance naming **MWM Photography LLC as additional insured**. Ask for the certificate itself, not a verbal assurance that coverage exists. | An emailed PDF takes his broker ten minutes. A refusal or a long delay tells you how the company handles paperwork generally. |
| :icon-shield-alert: | Company product liability | Sober Water — confirm it exists | Confirm before you promote the product | **This is the one that matters most.** Confirm the company carries product liability coverage on a consumable it sells into treatment facilities and retail. | Indemnification from an LLC whose only stated valuation is founder-set and unaudited is a promise. A certificate is a protection. The difference only shows up on the worst day. |
| :icon-plane: | Alex — his own coverage | Subcontractor, naming MWM | Before his first day, and before any flight | Your subcontractor carries his own policy naming MWM as additional insured, **including aviation liability if he flies a drone.** | As the prime you inherit whatever he is not covered for. See the chain-of-title page for the rest of that problem. |
The distinction to keep in mind
A promise to indemnify is only worth the balance sheet behind it, and this balance sheet has never been audited. **Ask for certificates, not assurances** — then keep them in the same folder as the signed agreement, because that is where you will look for them if you ever need them.

## Part II · 03 — Equity Mechanics
Part II — Private Risk &amp; Counsel Memo · v5.0
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Part II · 03 / 13
Equity Mechanics
One word in the paperwork decides whether 1% is a gift or a tax bill
An LLC has members holding units, not shareholders holding stock. Tap each grant type — the difference is not cosmetic and it is not negotiable after signing.
Tax at grant
| Grant type | What you get | Stamp | Wanted | Tax at grant | Consequence |
| --- | --- | --- | --- | --- | --- |
| Capital interest | A slice of the company’s entire current value, including everything built before you arrived. | Almost certainly not this | false | ≈ $30,000 of ordinary income | Taxable immediately at fair market value, in cash you never received. On a self-reported $3M valuation, 1% is roughly $30,000 of compensation income this year — a real four-figure tax bill attached to nothing. Neither party would find out until the K-1 landed next spring. |
| Profits interest | A slice of future growth only, above a threshold set on the day the grant is made. | This is the one to ask for | true | $0 — generally untaxed | Properly structured under long-standing IRS guidance, nothing is taxed at grant. You participate only if the company grows past today’s value, which is the entire point of the arrangement anyway. If his attorney set the company up properly, they will know exactly what the term means. |
The one sentence to say — no tax lecture required
“If we do equity, I need it structured as a **profits interest**, and I need my accountant to look at the paperwork before I sign.” If nobody in the room knows what that means, that itself is useful information about how documented this company really is.
Calendar item — irrevocable
30 days
The **83(b) election** generally must be filed with the IRS within 30 days of any grant date. No extensions, for any reason. The day anything granting equity is signed, set a 25-day reminder and call the accountant. This deadline is missed constantly and the consequences are permanent.
Two consequences of becoming a member
| Heading | Body |
| --- | --- |
| Tax on profits never received | A partnership passes income through on a Schedule K-1. Members owe tax on allocated profit whether or not cash is distributed. Ask whether the operating agreement requires **mandatory tax distributions**. If it does not, ask for them. |
| The hourly rate changes form | An LLC member generally cannot also be a W-2 employee of that same LLC. Hourly pay would likely become guaranteed payments, with self-employment tax and quarterly estimates. Manageable — but planned for, not discovered. |
| No operating agreement, no offer | The operating agreement governs who owns what, how profits split, and whether members can be forced to sell. If there isn’t one, there is no equity offer — just a nice sentence. Ask to read it; an NDA is fine to sign. |
| The cleaner alternative | Ask instead about a written **bonus on sale of the company** — a defined percentage of proceeds. Simpler, not taxed until it pays, doesn’t make you a member, and keeps his cap table clean. Founders often prefer it too. |

## Part II · 04 — Dilution &amp; Liquidation
Part II — Private Risk &amp; Counsel Memo · v5.0
Private
Part II · 04 / 13
Dilution &amp; Liquidation
The percentage shrinks. The question is whether the pie grows faster.
Tap a scenario to see what 1% actually converts to in cash. Then switch on the investor preference and watch the good outcome collapse.
Cash that reaches you
| Scenario | Company value | Your % | % label | Liquidity event | Note |
| --- | --- | --- | --- | --- | --- |
| At grant — today’s self-reported figure | 3000000 | 1.00 | 1.00% | false | Paper value only. There is no market for 1% of a private LLC, so nothing converts to cash on day one — or on any day without a sale. |
| Raises $500K at a $3M pre-money | 3500000 | 0.86 | 0.86% | false | Your slice shrank and your paper value stayed flat. This is normal, not a betrayal — but it is worth seeing once. |
| Second round, company doubles | 7000000 | 0.72 | 0.72% | false | Paper value climbing, still nothing realized. Ownership only becomes money on a sale, a buyout, or a distribution. |
| Genuine success — sells for $20M | 20000000 | 0.60 | 0.60% | true | The best realistic outcome. Meaningful money — six figures — but not life-changing wealth, and it arrives years from now if it arrives at all. |
| Grows to $5M, never sells | 5000000 | 0.70 | 0.70% | false | The row that matters most. A company can grow, be worth millions on paper, and still never put a single dollar in your pocket. |
| Company fails — the single most likely outcome | 0 | 0.70 | 0.70% | false | Beverage is brutally capital-intensive, dominated by distributors and shelf space. Good products with real missions run out of runway all the time. |
Liquidation preference — off
Liquidation preference — on
Investors often negotiate the right to take their money back **first** when a company sells, before anyone else sees anything. Tap to apply it, and adjust the stack in the design panel. Ask whether any existing investor already holds one, and at what multiple.
The honest baseline
Plan the household finances as though the equity is worth **zero**. If it turns out otherwise, that is a wonderful surprise. That is the correct emotional relationship to have with a startup equity grant — and it is also what keeps a speculative promise from quietly subsidizing an underpriced rate.

## Part II · 05 — The $3M Question
Part II — Private Risk &amp; Counsel Memo · v5.0
Private
Part II · 05 / 13
The $3 Million Question
Every equity number rests on a figure the founder set himself
“$0 to roughly $3M with 21 shareholders” comes from his own professional profile. It is a founder describing his own raise — not an audit, an appraisal, or a third-party mark.
What it probably is
| Heading | Body |
| --- | --- |
| The last price paid | If someone paid $30,000 for 1%, the implied value is $3M. The most common and most defensible version — but it means one person agreed to one price at one moment, sometimes a friend, sometimes on optimism. |
| A number he set himself | Chosen when deciding what to charge investors. Legitimate as a starting point for negotiation. Not evidence of anything. |
| A multiple of projected revenue | Drawn from what other beverage companies sold for. Reasonable as a forecast — but comparisons to Liquid Death are aspiration, not valuation. |
What it definitely is not
| Icon | Heading | Body |
| --- | --- | --- |
| :icon-x: | Not revenue | A $3M valuation is not $3M in sales. Sales could be a small fraction of it. |
| :icon-x: | Not cash in the bank | There may be very little, which is often precisely why founders offer equity instead of higher pay. |
| :icon-x: | Not profit | The company is likely losing money. That is normal at this stage and not a red flag on its own. |
| :icon-x: | Not independently verified | No auditor, appraiser or institutional investor has signed off on it in any public record. |
| :icon-x: | Not what you would get | Paper value is not a price anyone will pay you. There is no market for 1% of a private LLC. |
Turn the number into information
These come up naturally in the ordinary course of working together, and asking them signals that the business is being taken seriously — exactly the impression worth leaving.
| Question |
| --- |
| What did the most recent investor actually pay, and for what percentage? |
| What were revenues last year, and what are they tracking this year? |
| How many months of runway are there at the current burn rate? |
| How many cases are moving per month, through how many accounts? |
| Is the company profitable on a per-case basis yet? |
| Who set the valuation, and is there a Form D on file for the raise? |
**A founder who welcomes these questions is a founder worth working with.** A founder who deflects them has told you something important, and you did not have to ask for it twice.

## Part II · 06 — Content Rights &amp; Claims
Part II — Private Risk &amp; Counsel Memo · v5.0
Private
Part II · 06 / 13
Content Rights &amp; Claims
You would be the one writing the captions. That makes it your exposure.
Two separate issues live on this page: who owns the files, and who is answerable for what the copy says. Both get settled in writing before the first shoot.
The default nobody writes down
Under U.S. copyright law **the creator owns the work**. A contractor’s work does not become the client’s just because they paid for it — “work made for hire” applies to employees or to a narrow set of commissioned categories, and ordinary commercial photography often does not fit cleanly. Without a written agreement, ownership is ambiguous, and ambiguity always gets resolved later, expensively, when the relationship is worse than it is now.
Why it matters
| Ask | Detail |
| --- | --- |
| A broad license, not an assignment | The company gets everything it actually needs — perpetual, worldwide, all marketing and commercial channels — and you keep the copyright. Most clients genuinely do not care about the distinction, and it costs him nothing to grant. |
| Explicit portfolio and self-promotion rights | Non-negotiable. This work is only worth doing at this rate if it can be shown. Put it in writing on the small engagement so it is already settled when a bigger one arrives. |
| Credit in press usage | Where practical, and specifically a right to be credited when the work appears in editorial coverage. Cheap to give, compounding in value to you. |
| If he insists on full ownership | That is a legitimate ask — but it is worth more money. Say so plainly rather than resentfully, price it, and let him choose. |
| Model and property releases | Whose responsibility, in writing. And settle before doors open who has authority to pull an image if someone asks for it to come down. |
The claims problem — not hypothetical
Marketing language already in circulation suggests people drank the water and got sober. A beverage marketed as treating or affecting a medical condition — and addiction is one — can be treated by the FDA as an **unapproved drug**. Separately, the FTC requires advertising claims to be substantiated, and under its endorsement rules **people who create and disseminate deceptive claims can bear responsibility alongside the advertiser**.
Three protections to get in writing
| Icon | Heading | Body |
| --- | --- | --- |
| :icon-file-check: | Company approval of all claims | Every factual or health-related statement in content you produce is provided or approved by the company in writing. You execute; you do not originate claims. |
| :icon-shield: | Indemnification | The company indemnifies you against claims arising from content it approved. Standard, unremarkable, and in any competent contract already. |
| :icon-line-squiggle: | Your own line | Independent of any contract: never write copy saying the water gets people sober. The honest story — a founder decades clean, funding housing and treatment — is better than the exaggerated one and needs no help. |
| :icon-megaphone: | Disclose the paid relationship | Posting about the brand on your own channels while being paid requires a clear disclosure of the material connection. Build that habit in from day one. |

## Part II · 07 — Subcontractors &amp; Drone
Part II — Private Risk &amp; Counsel Memo · v5.0
Private
Part II · 07 / 13
Alex &amp; Chain of Title
You cannot license rights to footage you do not own
One missing signature between you and your subcontractor breaks every grant you make downstream. Tap the panel to see the chain with the agreement in place and without it.
| Node | Holds |
| --- | --- |
| Alex | Shoots it, so he owns it by default |
| MWM | Needs a written assignment or licence through to you |
| Sober Water | Receives only what you actually hold |
As things stand — tap to sign the agreement
With a written subcontractor agreement — tap to remove it
Without a written subcontractor agreement assigning or licensing Alex’s work through to you, **your grant to Ryan is defective.** The company believes it has rights it does not have, and the defect surfaces at exactly the wrong moment — during a rebrand, a dispute, or diligence on a round, years after everyone has forgotten who held the camera.
With the assignment in place, the chain runs cleanly from the person who pressed the shutter to the company using the footage. **A full draft covering this already exists as the MWM Subcontractor Agreement.** It is a signature, not a negotiation — get it done before his first day rather than after the first useful clip.
What else rides on him being a subcontractor
| Item | Detail |
| --- | --- |
| Part 107 certification | Drone work requires a current remote pilot certificate, recurrent training, FAA aircraft registration, Remote ID, and compliance with the operations-over-people rules. |
| You are the prime | If he is your subcontractor, that regulatory liability lands on you, not on him and not on the client. Verify the paperwork yourself rather than taking his word for it. |
| Aviation liability insurance | Naming MWM Photography LLC as additional insured, in force before the first flight — not the first invoice. |
| Tribal airspace &amp; filming permits | Separate from FAA rules and required in Window Rock, Chinle, Towaoc and Ignacio. Confirm before the drive, not on arrival. |
**You owe Alex whether or not Ryan pays you.** Budget for the float, and set his rate and payment terms so a slow client month never turns into you personally financing someone else’s cash flow.

## Part II · 08 — Firewalls &amp; Conflicts
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Firewalls &amp; Client Conflicts
Keep the grant-funded work and the beverage work in separate rooms
Two exposures that have nothing to do with Ryan and everything to do with how your other ventures are funded and staffed.
FCDSE stays walled off
You are pursuing CDBG, NSF and foundation money for a child-safety education entity. **Commission income from a recovery-adjacent beverage brand does not belong anywhere near those books or those disclosures.** Not because either is improper, but because a reviewer who has to untangle them will not give you the benefit of the doubt.
| Icon | Rule | Detail |
| --- | --- | --- |
| :icon-building-2: | Contract through MWM only | Every Sober Water agreement runs through MWM Photography LLC. Never the education entity, never personally. |
| :icon-landmark: | Separate bank and books | Own account, own bookkeeping, no shared invoices or blended expense lines. |
| :icon-file-search: | Check the grant terms | Confirm whether any active award requires outside-activity or conflict-of-interest disclosure. Read it before you sign, not after an audit letter. |
| :icon-circle-slash: | No shared assets | Do not use the education entity’s materials, contacts or programs in any Sober Water context, even as a favor. |
Client conflicts in your own territory
Tattoo shops, gyms and event venues in your radius are simultaneously your photography clients and Sober Water prospects. Decide in advance what happens when one of them declines the water — because it will happen, and probably with someone you like.
Write this down before it comes up
A no on the water changes nothing about the photography.
It never comes up again, it never affects a booking, and it never becomes a second ask at the next shoot. One line, written now, protects the relationships that already pay you.

## Part II · 09 — Opportunity Cost
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Opportunity Cost
This is the page the last version was missing, and it is the actual decision
Not “is fifty-two thousand dollars good money.” The question is whether this is the highest-value use of the hours, right now, with everything else that is live. Tap a weekly commitment to size it.
50
29
Gross at the nominal $50 rate
Gross at the realistic $29 effective rate
| Hours | Caption |
| --- | --- |
| 10 | One day a week |
| 15 | Two light days |
| 20 | Half a work week |
| 25 | Most of three days |
a year, before tax, gear, software, mileage and unbilled admin time
per week
per month
Gross is not take-home
Twenty hours a week at the nominal rate is roughly **$52,000 a year gross**. At the effective $29 the sponsorship actually paid, the same twenty hours is closer to **$30,000**. Self-employment plus income tax takes a further bite, so plan on meaningfully less than either figure landing in the account.
What twenty hours a week is instead
| Item | Detail |
| --- | --- |
| BOUDIEFUL sessions | Bookings not taken and marketing not run — the work where you set the rate and keep all of it. |
| Grant writing | Safe Harbor is mid-push with multiple 2026–2028 funding streams live. That money is larger and does not depend on anyone else’s cash flow. |
| Studio launch | Deferred, and deferral compounds. A launch pushed two quarters is two quarters of revenue that never existed. |
| A teenager who just relocated | The one line item on this page that cannot be rescheduled later at a better rate. |
The honest answer might well be **yes** — the recovery-network access is real, the content is portfolio-strong, and the relationships compound across your other ventures. But answer it deliberately, out loud, rather than absorbing it by default because the conversation was exciting.

## Part II · 10 — Investor Channels (Frozen)
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Investor Channels — frozen
Private, frozen, and out of the shareable playbook entirely
V5 moved this page out of the field playbook. It is retained here as private context only, and the freeze covers conduct as well as compensation.
Standing freeze — conduct, not just pay
Nothing on this page is an action list. Until securities counsel issues a **written** instruction covering the exemption, your exact role and your compensation under federal, Colorado, Texas and New Mexico law: no investor list, no outreach, no pre-screening or gauging of interest, no deck, no valuation or return discussion, and no securities compensation. Relabelling the fee as a flat retainer does **not** lift the freeze — regulators look at the activity too.
Retained as private context — do not work this list
| Organization | Contact | Detail |
| --- | --- | --- |
| Central Texas Angel Network | 512-518-6054 · ctan.com | Around 140 accredited investors with an active consumer-products sector. Applications run through Dealum. |
| Houston Angel Network | samia@houstonangelnetwork.org | 100+ members and a dedicated Consumer Deal Committee — one of the better fits for a beverage brand. |
| North Texas Angel Network | info@northtexasangels.org | About 70 members with CPG appetite, but generally expects $1M+ in annual revenue. File for later, not now. |
| Rockies Venture Club | rockiesvc.com | The Colorado angel ecosystem, including a December 9 investor forum. Home-state geography is an advantage here. |
| BevNET Live L.A. 2026 | Dec 6–8, 2026 · bevnet.com | Beverage buyers, investors and distributors in one venue. Pre-arrange one-on-ones; walking the floor cold wastes the trip. |
Your role — the whole of it
**You do:** identify prospects, qualify genuine interest, introduce them to Ryan, and step out of the thread.<br><br>**You never:** discuss valuation, negotiate terms, send the deck, describe returns, or touch money.
Introduction email — memorize it
“[Name], meet Ryan Whittaker, founder of Sober Water. Ryan, [Name] — I mentioned you two should talk.<br><br>I'm not involved in the financial side and can't speak to any of it, so I'll step out and let you take it from here.”
The deflection, every single time: “I genuinely can't answer that one — I do the marketing, not the financial side. Ryan's the person for that. Want me to connect you?”

## Part II · 11 — Investor Tier Map (Frozen)
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Investor Tier Map — frozen
Retained for counsel only. Do not work this list.
**Moved into Part II in V5 and frozen.** Building or working a populated investor target list is not commercial work and is not cleared. It stays here so nothing looks quietly deleted and so counsel can see exactly what was drafted — and it never appears in the shareable playbook. No name below gets a call, an email or an introduction until securities counsel issues the written instruction.
| Key | Tier | Priority | Thesis |
| --- | --- | --- | --- |
| t1 | Tier 1 — Warm regional | Start here | People within driving distance who already know your name or are one introduction away. Highest yield per hour, and local people actually take phone calls. |
| t2 | Tier 2 — Recovery industry | High yield | Operators who make their living in this world. They understand the product in one sentence and most of them have distribution instincts on top of capital. |
| t3 | Tier 3 — Beverage &amp; CPG | Dual play | Individuals inside the industry who invest personally. Many are also the people who would carry the product, which makes every call worth making twice over. |
| t4 | Tier 4 — Athlete adjacent | Low priority | Real path, very low hit rate. Never cold-DM anyone famous. The route is a business manager, a foundation contact, or an agency brand desk. Budget a small slice of time. |
| Tier | Who |
| --- | --- |
| t1 | Physicians and dental practice owners — Farmington, Durango, Aztec, Bloomfield |
| t1 | Orthodontists and specialty dental — classic angel profile, high income, low time |
| t1 | Landmen and mineral rights holders across the San Juan Basin |
| t1 | Service company owners — well services, trucking, equipment rental |
| t1 | Anyone who sold a business in the last three years and is redeploying |
| t1 | General contractors with twenty or more crews |
| t1 | HVAC, plumbing and electrical owners — the Johnstone Supply network is a direct line |
| t1 | Commercial developers and landlords — landlords are investors by definition |
| t1 | Business owners whose logos appear on recovery event banners |
| t1 | Board members of regional recovery nonprofits — public wealth-plus-mission filter |
| t1 | Tribal enterprise boards and economic development corporations — relationship territory only |
| t1 | Multi-property sober living operators |
| t2 | Private-pay treatment center owners — real businesses with real margins |
| t2 | Sober living chain operators holding multiple properties |
| t2 | Recovery-focused gyms and sober active communities |
| t2 | Sober bar and dry bar owners — they would stock what they invest in |
| t2 | Sober social club and event company founders |
| t2 | Recovery conference and festival organizers |
| t2 | High-end interventionists and recovery coaches — wealthy and extremely networked |
| t2 | Cash-pay group psychiatry and mental health practice owners |
| t2 | Recovery app and digital health founders who have already written a check here |
| t2 | Sober influencers with actual businesses — books, courses, brands |
| t3 | Regional beverage distributors — investor and distribution partner in one call |
| t3 | Convenience store and gas station chain owners, ten to fifty locations |
| t3 | Liquor store chain owners watching non-alcoholic eat their shelf space |
| t3 | Grocery chain buyers and regional grocery owners |
| t3 | Functional beverage founders who already exited — cash plus category knowledge |
| t3 | Co-packers and bottling facility owners |
| t3 | Supplement and hydration brand operators — same customer, same channels |
| t4 | Retired professional athletes public about their own recovery |
| t4 | Musicians in long-term recovery who run business arms |
| t4 | Regional sports figures turned Southwest business owners |
| t4 | Boutique business managers specializing in athlete and entertainer investments |
| t4 | Route in through the agency brand partnerships desk or a foundation contact — never a DM |
| t4 | Skip content-funded charitable foundations entirely — they do not take equity positions |
The number that defines the list
$15K min · $30–60K typical
Confirm in writing before repeating it. If the figure changes, the whole target list changes with it.
Not your targets
**Venture funds.** They write $1M to $30M. A $30K allocation sits below their administrative minimum. Use the institutional money moving into the category as ammunition, never as a call list.
Who counts as accredited
Net worth over $1M excluding the primary residence, **or** $200K individual / $300K joint income for the last two years. In plain terms: successful professionals and business owners, not institutions.

## Part II · 12 — The Four Gates
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Decision Framework
Four gates, in order. A no at any gate does not end the deal.
These are three separate transactions that happen to involve the same two people. Any one can be accepted without the others. Tap a gate to see what a no actually means.
If the answer is no
| Gate | If no |
| --- | --- |
| Would I take this work at $50/hr with no commission and no equity attached? | Stop here and renegotiate the rate or the scope. If the rate only feels acceptable because of what might come later, the speculative pieces are quietly subsidizing an underpriced rate — and that is the single most common way skilled creative people end up underpaid for years. |
| Is there enough volume to be worth reorganizing my schedule around? | Take it as occasional project work rather than a commitment, and keep every other client. “Ongoing work” from an early-stage company with limited cash can mean thirty hours a week or four hours in March and nothing until July. Get a number before anything moves on the calendar. |
| Can the commission be restructured into something lawful and clean? | Decline the commission entirely and keep the rest. This is a completely fine outcome, not a failure. Wholesale commission on product revenue is ordinary sales pay and nothing needs fixing about it. |
| Is the equity real, documented, and correctly structured? | Proceed without it and revisit in six months once there is an operating agreement to read. Equity was never the reason for saying yes, and treating it as optional is what keeps the negotiation comfortable. |
The most reliable test of all
**Send the first invoice early and watch what happens.** Nothing anyone can tell you is as informative as how a company treats a small, correct invoice for work already delivered. Any delay, and any explanation for it, on the very first one.
Encouraging
Concerning
| Good icon | Encouraging | Bad icon | Concerning |
| --- | --- | --- | --- |
| :icon-check: | Offers documents before you ask for them | :icon-x: | “We’ll figure out the paperwork later” |
| :icon-check: | Names his attorney or accountant | :icon-x: | Does not appear to have either one |
| :icon-check: | Knows capital from profits interest, or says “let me ask” | :icon-x: | Treats the question as distrust |
| :icon-check: | Talks in cases sold, accounts opened, margin per unit | :icon-x: | Talks mainly in valuation and Liquid Death comparisons |
| :icon-check: | Pays the first invoice on time without a reminder | :icon-x: | Any delay, any explanation, on the very first one |
| :icon-check: | Takes the securities issue seriously and looks into it | :icon-x: | Waves it off, or pushes for introductions anyway |
| :icon-check: | Comfortable with you keeping other clients | :icon-x: | Early pressure toward exclusivity without paying for it |

## Part II · 13 — Standing Rules
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Standing Rules
Twelve rules that hold whether or not anything gets signed
Tick each one off as it is settled. These are not negotiating positions — they are the conditions that keep a good opportunity from turning into an expensive one.
:icon-check:
The rules
| Rule |
| --- |
| **Sign nothing on the spot.** Not a contract, not a term sheet, not a napkin. There is no version of this where speed helps you. |
| **Take no commission payment** and promise nobody a cut, until an attorney has looked at the structure. |
| **Invoice like any other client**, on your normal terms — then watch closely how it is handled. |
| **Budget as though equity is worth zero**, because that is the most likely outcome and planning otherwise is how good families get hurt by good opportunities. |
| **Set aside 30% of every payment for taxes**, in a separate account, the day it clears. |
| **Keep the other clients.** No exclusivity without a retainer that compensates for it. |
| **Write down what was said the same day.** Verbal terms evaporate and memory reshapes itself around hope. |
| **If equity ever lands, call the accountant within a week.** The 83(b) window is 30 days and it cannot be reopened. |
| **Decide together.** Nothing gets agreed to that has not been discussed off-site, away from the excitement. |
| **Register every commercial lead in writing before the substantive introduction.** Never rely on “he knows which accounts are mine.” |
| **Never make a claim about what the water does.** No therapeutic language, no unqualified environmental absolutes, no stale door counts. |
| **If the entity, fee formula, exemption or state-law basis cannot be explained on paper, stop.** Clarity that only exists out loud is not clarity. |
Four boundaries to set before the next conversation
| Heading | Body |
| --- | --- |
| The sponsorship is already paid for | It was a completed exchange: proposal delivered, deliverables delivered. Say it once out loud before the next call — **it buys nothing on the new deal** and creates no obligation on the ongoing terms. |
| Contract entity to entity | Through MWM Photography LLC, not personally, so liability stays contained and bookkeeping stays clean. If equity ever materializes, decide deliberately whether it goes to you or to the company — it changes the tax picture and who can be forced to sell. |
| Alex needs his own rate | If the two of you start getting thought of as a team, videography and drone hours get quietly absorbed into one rate unless someone stops it. Set his number in advance, even if it never comes up. |
| Name what the hours cost | Twenty hours a week here is twenty hours not spent on the pipeline that already has named prospects and closer money. When they conflict, the pipeline wins. |
Last thought
This looks like a real company with a real founder telling a true story about his own life, building something that could genuinely help people. **Taking it seriously is exactly why the paperwork matters.** Good intentions and clear documents are not opposites — they belong together. The version that works out well for everyone is the version where the terms get written down while everyone still likes each other.