-------------------------------------------------------------------------------- DOCUMENT CONTROL (HEADER) -------------------------------------------------------------------------------- Document ID : DAB_BP_4_001 Title : Business Plan, Section 4, Organization and Management Version : 1.1 Status : ACTIVE Classification : Internal, Confidential Prepared By : PYB / Daralbeida Reviewed By : (pending) Approved By : (pending) Approval Date : (pending) Owner : PYB / Daralbeida Date Created : 2026-04-01 Last Revised : 2026-06-13 00:00 UTC Update Cycle : On any change to organizational structure, contracted functions, or legal entity arrangement Next Review Due: (pending) Annual Review : (pending) Retention : 3 years from date of creation Department : STRAT Style : BPGP Keywords : organization, management, advisory board, legal structure, three-entity framework, contractors, quality management, scaling triggers, organizational chart Related Docs : DAB-BP-4-1-v2; DAB-BP-4-3-v1; ORG-001; daralbeida_legal_structure.pdf Supersedes : DARX_STRAT_BP_SECTION4_20260401.txt Superseded By : (none, current version) -------------------------------------------------------------------------------- OUTLINE -------------------------------------------------------------------------------- 1. Purpose and Scope 2. Section 4.1, Management Systems and Functions 3. Section 4.2, Advisory Board and Legal 4. Section 4.3, Organizational Structure 5. AI Prompts 6. Revision History 7. Acronyms 8. Glossary DOCUMENT CONTROL (FOOTER) -------------------------------------------------------------------------------- ================================================================================ 1. PURPOSE AND SCOPE ================================================================================ This document is Section 4 (Organization and Management) of the Daralbeida Business Plan. It covers management systems and functions (4.1), advisory board and legal structure (4.2), and organizational structure (4.3). All personal names of contractors and counsel have been removed per Daralbeida document standards. Functions are referenced by role only. Cross-references to more detailed BPGP documents: - Section 4.1 detail: 20260401_DARX_OPS_MGMT_FUNCTIONS_001.TXT - Section 4.3 detail: 20260401_DARX_OPS_ORG_STRUCTURE_001.TXT ================================================================================ 2. SECTION 4.1, MANAGEMENT SYSTEMS AND FUNCTIONS ================================================================================ Daralbeida™ operates as a lean, founder-led entity in Year 1, with all operational functions either executed directly by the founder or delegated to a defined set of specialist contractors. The organizational model is designed to minimize fixed overhead before revenue is validated, while maintaining full operational control over the functions that determine product integrity and regulatory compliance. 2.1 FOUNDER RESPONSIBILITIES The founder serves simultaneously as CEO, Head of Sourcing, Chief Compliance Officer, and Amazon Channel Manager. This consolidation is deliberate: the product's premium positioning depends on sourcing decisions and quality standards that cannot be safely delegated in Year 1. The founder holds direct relationships with Moroccan producers, export authorities (ONSSA, EACCE), and the US customs and FDA compliance chain. Competencies span supply chain origination, producer qualification, regulatory navigation across four languages (English, French, Spanish, Darija), brand strategy, and Amazon FBA operations. 2.2 OPERATIONAL FUNCTIONS AND CONTRACTORS Four specialist functions are outsourced to named contractors on a project or retainer basis. Legal. US trade counsel serves as food import and intellectual property counsel. Scope covers USPTO trademark prosecution (Classes 29 and 35), FDA compliance advisory, CBP import documentation review, and trade secret protection (TS-2026-01). Engagement is active, not advisory-only. Morocco Field Agent. A bilingual Morocco-based agent manages producer relationship maintenance between founder visits, ONSSA and Chamber of Commerce liaison, logistics coordination with the freight forwarder, and in-field quality assurance during harvest. The agent operates under NDA and has no access to proprietary QC thresholds or commercial pricing models. Amazon and Digital Marketing. A freelance Amazon PPC specialist manages campaign architecture, bid optimization, search term report analysis, and listing performance. Selection criteria require minimum two years of Amazon PPC experience in consumables or food, demonstrated ACOS trajectory on a new ASIN launch, and familiarity with the three-campaign structure (auto, manual exact, competitor ASIN targeting). The contractor is engaged on a fixed monthly fee, not a percentage of ad spend, to eliminate incentive misalignment. The founder sets strategy, approves budgets, and retains full Seller Central access at all times. US FDA Agent. A designated FDA US Agent satisfies the mandatory foreign importer representation requirement and receives FDA correspondence on the company's behalf. 2.3 QUALITY MANAGEMENT SYSTEM Quality control operates on a two-gate architecture, documented under trade secret TS-2026-01 and encoded in the producer qualification SOP (DAB-SOP-SOURCING-001 Rev 1). Gate 1 (Morocco, pre-shipment): CDR OxiTester rapid analysis at the Casablanca consolidation point. Parameters evaluated include free fatty acid content, peroxide value, and UV absorption. Lots failing Gate 1 are rejected before freight booking. Gate 2 (US, post-arrival): Eurofins CAL full COA analysis via oliveoiltest.com, including polyphenols, DAGs, and K-values. Lots failing Gate 2 are held at the 3PL pending supplier dispute resolution and are not forwarded to FBA under any circumstance. The two-gate system ensures no non-conforming product reaches the FBA fulfillment network. Gate 1 eliminates the majority of failures at lower cost in Morocco; Gate 2 provides independent US-side verification satisfying FDA FSVP requirements. 2.4 STANDARD OPERATING PROCEDURES All operational functions are documented in language-appropriate SOPs. Current issued documents: SOP Reference Scope and Language ────────────────────────── ────────────────────────────────────────────── DAB-SOP-SOURCING-001 Rev 1 Producer qualification, 5 phases. Lang: EN/FR SOP-DAB-VERIFY-01 Per-lot provenance page and QR code issuance. Lang: EN DAB-TS-2026-01 Trade secret registry (CONFIDENTIAL). Lang: EN Sourcing Checklist v1.0 48-point supplier management and ongoing QA. Lang: EN/FR/ES/Darija Checklist Terrain Field audit protocol, producer site visits. Lang: EN/FR/ES SOPs are version-controlled, dated, and stored in a password-protected project environment. No contractor has access to the full SOP library; access is scoped to the contractor's function. 2.5 TRACEABILITY AND RECORD KEEPING Every production lot is assigned a structured Lot ID (DAB-YY-MONTH-SUPPLIER-TANK-SEQ) and receives a corresponding row in the Lot Register spreadsheet. Mandatory lot records include harvest date, pressing date, Gate 1 clearance certificate, Eurofins COA, FNSKU assignment, Certificate of Origin reference, and SHA-256 document hashes for tamper-evident archiving. Records are retained for a minimum of three years. The lot record system supports both FDA traceability requirements and the public-facing provenance verification page at daralbeida.com/verify/[LotID]. 2.6 HIRING AND SCALING TRIGGERS No full-time employees are planned for Year 1. The hiring trigger is defined as sustained run rate of 3,000 units sold per rolling 12 months, or activation of a B2B wholesale channel requiring dedicated account management. Below this threshold, all functions remain contractor-managed. ================================================================================ 3. SECTION 4.2, ADVISORY BOARD AND LEGAL ================================================================================ 3.1 ADVISORY BOARD The advisory board has not yet been constituted. Formation is planned for post-seed, contingent on closing the $100K seed round and establishing Year 1 operating momentum. The board is designed to be small, three seats maximum, each filling a specific capability gap that the founder cannot practically cover alone. The three target profiles are defined as follows. Specialty Retail Channel. An individual with direct buyer-side experience at a premium natural food retailer, Whole Foods Market, Williams Sonoma, or equivalent. The required contribution is practical knowledge of buyer decision criteria, category review cycles, velocity benchmarks required for shelf placement, and acceptable margin structures for the retailer tier. This profile unlocks the specialty retail channel entry planned for Year 2. Amazon FBA Scaling Operator. An individual who has taken a consumable or perishable brand from sub-$1M to $3M+ annual revenue on Amazon, with demonstrated competence in PPC architecture, A9 ranking mechanics, review velocity strategies, and Subscribe & Save enrollment. The requirement is category-specific FBA scaling experience, not generalist e-commerce consulting. Mediterranean Food or Import Sector Operator. An individual with operational experience importing and distributing specialty food from the Mediterranean basin into the US market. Preferred background includes familiarity with FDA FSVP compliance, distributor network development, or brand-building in the olive oil, specialty cheese, or charcuterie adjacent categories. Advisors will be compensated via equity grant in the range of 0.25-0.5% vesting over 24 months with a 6-month cliff, standard for pre-revenue advisory arrangements. No cash compensation is planned. Formal advisory agreements will be drafted by counsel prior to any equity issuance. The advisory board is a Year 2 asset, not a Year 1 dependency. Year 1 channel strategy (Amazon FBA only) does not require specialty retail access, and the founder's direct Morocco network makes an import operations advisor non-critical until wholesale channel activation. 3.2 LEGAL STRUCTURE Daralbeida™ operates through a three-entity framework designed to separate IP ownership from operational liability and to position the company for outside investment from inception. Daralbeida Holdings LLC (Delaware) is the parent entity. It does not trade, import, sell, or employ. Its sole function is to hold and protect the intellectual property, the USPTO trademark (Classes 29 and 35), the domain daralbeida.com, all brand assets, and the trade secret registry (TS-2026-01), and to own 100% of the two operating subsidiaries. Delaware jurisdiction was selected specifically for investment readiness: Delaware corporate law is the universal standard expected by US seed and angel investors, and imposes minimal administrative burden on a single-founder holding structure. Daralbeida Brands LLC (California) is the US operating entity. It serves as Importer of Record, Amazon Seller of Record, FDA registrant, and party to all US commercial contracts. This entity handles all US regulatory registrations: FDA food facility registration, FSVP program documentation, customs bond, and Amazon Seller Central account. It is wholly owned by Holdings. Daralbeida Maroc SARL (Casablanca) is the Morocco operating entity. It executes all Morocco-side activities: producer purchasing agreements, ONSSA compliance, EACCE export inspection coordination, Chamber of Commerce certificate of origin procurement, and in-field quality control. No purchasing agreements with Moroccan suppliers are executed by any other entity. Formation timeline is four to eight weeks; a Moroccan corporate attorney will be engaged before any supply contracts are signed. 3.3 LEGAL COUNSEL US trade counsel serves as primary legal counsel. Scope of engagement spans USPTO trademark prosecution and maintenance, Madrid Protocol international trademark filings (priority markets: EU, Canada, UK, Morocco, Japan; Nice Classes 29 and 35), FDA compliance advisory, food import regulatory documentation review, trade secret protection under TS-2026-01, and supplier NDA drafting. The engagement is executory, US trade counsel is actively involved in compliance decisions, not retained as an advisory resource. Moroccan corporate formation and supplier contract review will require separate Moroccan counsel, to be identified before SARL formation is initiated. 3.4 INTELLECTUAL PROPERTY SUMMARY IP Asset Status and Holding Entity ────────────────────────────────────── ──────────────────────────────────── Daralbeida™ trademark, USPTO Class 29 Filed. Holdings LLC (Delaware) Daralbeida™ trademark, USPTO Class 35 Filed. Holdings LLC (Delaware) Madrid Protocol, EU, CA, UK, MA, JP Planned. Holdings LLC (Delaware) daralbeida.com domain Registered (GoDaddy). Holdings LLC (Delaware) Trade secret TS-2026-01 Documented, NDA-protected. Holdings LLC (Delaware) All IP is held at the Holdings level, insulated from any liability arising from Brands LLC import operations or Maroc SARL sourcing activities. No IP asset is to be transferred to or registered by either operating subsidiary. ================================================================================ 4. SECTION 4.3, ORGANIZATIONAL STRUCTURE ================================================================================ The organizational structure of Daralbeida™ is governed by a single principle: keep fixed costs below revenue throughout Year 1, and scale structure only when volume and channel complexity make contractor management a binding constraint on growth. 4.1 YEAR 1, LAUNCH THROUGH ~3,000 UNITS The company operates as a single founder directing four contractors across two geographies. There are no employees. All functions are contractor-managed, scope-limited, and terminable without severance obligation. The reporting structure is flat by design. Every contractor reports directly to the founder. There is no operational layer between the founder and execution. This preserves decision speed and eliminates coordination overhead during the phase where market feedback, not organizational efficiency, is the primary variable. Morocco operations are managed by the local agent under direct founder supervision, with the founder making all material decisions: supplier qualification outcomes, volume commitments, Gate 1 rejection calls, and export documentation approvals. The agent executes; the founder decides. US operations are managed directly by the founder for Amazon channel strategy and compliance, with the PPC contractor executing campaigns within a founder-approved brief and budget. Legal counsel operates independently within a defined retainer scope. The geographic split is functional, not hierarchical. Daralbeida Maroc SARL (Casablanca) executes the Morocco side of the supply chain. Daralbeida Brands LLC (California) executes US import, Amazon, and regulatory functions. Both entities are wholly owned by Daralbeida Holdings LLC (Delaware) and directed by the same individual. Function Year 1 Resource, Type, Entity ────────────────────────────────────── ──────────────────────────────────── Strategy, sourcing, Amazon, compliance Founder. Owner. Holdings / Brands LLC Morocco field operations Local Agent. Contractor. Maroc SARL Legal, IP, trade compliance US trade counsel. Counsel. Brands LLC / Holdings Amazon PPC and digital marketing PPC Specialist. Contractor. Brands LLC FDA US Agent Designated FDA Agent. Contractor. Brands LLC 4.2 SCALING TRIGGERS The structure evolves reactively, not proactively. Two conditions define the transition from contractor-managed to employee-managed operations. Trigger 1, Volume: Sustained run rate of 3,000 units sold per rolling 12 months. At this threshold, Amazon operations, inventory replenishment cycles, inbound shipment planning, PPC supervision, customer service escalations, exceed what the founder can absorb without a dedicated operational resource. Trigger 2, Channel activation: Initiation of B2B wholesale or specialty retail. A single active wholesale account requires ongoing order management, invoicing, compliance documentation per buyer, and relationship maintenance that cannot be managed alongside Amazon channel operations without a dedicated hire. Neither trigger has been reached in Year 1. The hiring decision is deferred until at least one trigger is met. 4.3 YEAR 2, PROJECTED (~10,000 UNITS, MULTI-CHANNEL) The first hire is a part-time Operations Coordinator based in Los Angeles. Scope covers Amazon inbound shipment management, 3PL liaison, inventory replenishment forecasting, and B2B order fulfillment administration. The founder shifts toward sourcing, supplier management, channel development, and brand direction. The PPC contractor transitions to an expanded retainer scope as DTC (daralbeida.com) launches alongside Amazon. The advisory board is constituted in Year 2, providing channel-specific guidance as specialty retail and DTC become active revenue lines. Advisory input is non-executive, no operational authority. 4.4 YEAR 3, PROJECTED (~20,000 UNITS, WHOLESALE AND RETAIL TIER) A second US hire is warranted at sustained volume above 15,000 units or upon activation of a Whole Foods or Williams Sonoma-tier buyer requiring dedicated key account management. The Morocco operation may warrant a full-time employee under Daralbeida Maroc SARL if annual volume commitments to producers exceed what the current agent can manage under a contractor model. The SARL structure supports local employment under Moroccan labor law. 4.5 ORGANIZATIONAL CHART Founder & CEO (PYB Bueno) | +-- Daralbeida Holdings LLC (Delaware), IP, trademark, entity ownership | +-- Daralbeida Brands LLC (California), US import, Amazon, DTC, B2B | | +-- Legal Counsel, US trade counsel | | +-- Amazon PPC Contractor | | +-- FDA US Agent | | +-- [Year 2+] Operations Coordinator | +-- Daralbeida Maroc SARL (Casablanca), sourcing, QC, export | +-- Morocco Local Agent | +-- [Year 3+] Morocco Operations Employee | +-- [Year 2+] Advisory Board (3 seats, post-seed, non-executive) +-- Specialty Retail Advisor +-- Amazon FBA Scaling Advisor +-- Mediterranean Import Advisor The structure is intentionally minimal at launch. Every function that does not require a full-time resource has been contractor-mapped, scoped, and budgeted. Organizational complexity is added only when revenue and volume make the current structure a constraint on growth, not before. ================================================================================ 5. AI PROMPTS ================================================================================ This section provides a reusable prompt for working with this document. Editable tokens are marked in [SQUARE_BRACKETS]. Copy the block between the prompt rules. ================================================================================ START OF PROMPT ================================================================================ You are reviewing Section 4 (Organization and Management) of the Daralbeida Business Plan. Using only the content of this document, do the following for [AUDIENCE: e.g. seed investor, internal operations review, legal counsel]: 1. Summarize the Year 1 organizational model in [NUMBER] bullet points, naming the founder's consolidated roles and the four outsourced contractor functions. 2. Explain the three-entity legal framework (Daralbeida Holdings LLC Delaware, Daralbeida Brands LLC California, Daralbeida Maroc SARL Casablanca) and how IP ownership is separated from operational liability. 3. List the two scaling triggers and state the unit volume that defines each. 4. Identify any [GAP_OR_RISK] in the structure relevant to [AUDIENCE] and propose a mitigation consistent with the stated governing principle of keeping fixed costs below revenue throughout Year 1. Preserve every figure, percentage, date, entity name, and SOP reference exactly as written. Do not invent data not present in the document. ================================================================================ END OF PROMPT ================================================================================ ================================================================================ 6. REVISION HISTORY ================================================================================ Version Date and Change Summary ─────── ────────────────────────────────────────────────────────────────── 1.0 2026-04-01. Initial issue; personal names removed. Author: PYB. 1.1 2026-06-13. Reformatted to BPGP v3.1 standard: added document control header and footer blocks, OUTLINE, AI PROMPTS, REVISION HISTORY, and renumbered sections. No substantive content changed. Author: PYB. ================================================================================ 7. ACRONYMS ================================================================================ ACOS Advertising Cost of Sales ASIN Amazon Standard Identification Number B2B Business to Business BIB Bag in Box CBP US Customs and Border Protection CDR CDR (instrument manufacturer; OxiTester analyzer) CEO Chief Executive Officer CFR Code of Federal Regulations COA Certificate of Analysis DAG Diacylglycerol DTC Direct to Consumer EACCE Etablissement Autonome de Controle et de Coordination des Exportations (Morocco) EVOO Extra Virgin Olive Oil FBA Fulfilled by Amazon FDA US Food and Drug Administration FNSKU Fulfillment Network Stock Keeping Unit FSVP Foreign Supplier Verification Program FSMA Food Safety Modernization Act IP Intellectual Property ISF Importer Security Filing IOR Importer of Record LLC Limited Liability Company MAFTA Morocco-America Free Trade Agreement NDA Non-Disclosure Agreement ONSSA Office National de Securite Sanitaire des Produits Alimentaires (Morocco) OPS Operations and Logistics (department code) PPC Pay-Per-Click PYB Internal reference code for the Daralbeida founder QC Quality Control QR Quick Response (code) SAFE Simple Agreement for Future Equity SARL Societe a Responsabilite Limitee (Moroccan limited company) SKU Stock Keeping Unit SOP Standard Operating Procedure STRAT Strategy (department code) 3PL Third-Party Logistics provider USPTO United States Patent and Trademark Office UV Ultraviolet WIPO World Intellectual Property Organization ================================================================================ 8. GLOSSARY ================================================================================ Daralbeida Brands LLC The California US operating entity. Importer of Record, FSVP program owner, Amazon Seller Central operator, and FDA US Agent for Daralbeida Maroc SARL under 21 CFR 1.227. Daralbeida Holdings LLC The Delaware parent and investment vehicle. Owns the trademark, domain, and trade secret portfolio. Owns 100% of both operating subsidiaries. Daralbeida Maroc SARL The Moroccan operating entity. Party to all supplier and mill contracts under Moroccan law. FSVP Foreign Supplier Verification Program. FDA-mandated program requiring US importers to verify foreign food suppliers. Daralbeida Brands LLC is the FSVP program owner. ONSSA Office National de Securite Sanitaire des Produits Alimentaires. Moroccan food safety authority. ONSSA agrement is a mandatory pass/fail criterion for all Daralbeida suppliers. US Trade Counsel The Daralbeida-engaged specialist covering FDA, USPTO, CBP, FSVP, FSMA, and international trade compliance. Referenced by function only per Daralbeida document standards. -------------------------------------------------------------------------------- DOCUMENT CONTROL (FOOTER) -------------------------------------------------------------------------------- Document ID : DAB_BP_4_001 Version : 1.1 Status : ACTIVE Last Revised : 2026-06-13 00:00 UTC Update Cycle : On any change to organizational structure, contracted functions, or legal entity arrangement Next Review Due: (pending) Annual Review : (pending) Owner : PYB / Daralbeida Distribution : Internal only, do not circulate without founder approval Review Triggers: Any change to organizational structure, contracted functions, or legal entity arrangement COMPLIANCE : All personal names of contractors and counsel have been removed; references use function titles only. This document is classified Internal, Confidential and is governed by Daralbeida document standards and a 3-year retention period. For detailed management functions see 20260401_DARX_OPS_MGMT_FUNCTIONS_001; for detailed org structure see 20260401_DARX_OPS_ORG_STRUCTURE_001. Revision History: See Section 6 -------------------------------------------------------------------------------- END OF DOCUMENT --------------------------------------------------------------------------------