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Five parties. One escrow. A fully integrated demand generation, distribution, and field operations framework — built to establish Fire & Ice as the standard for high-voltage maintenance across the US market.
Every party has a defined role, a defined revenue stream, and a defined boundary. Nothing overlaps. Nothing is left to informal arrangement.
All US transaction proceeds flow into the four-party commercial escrow account before any party receives funds. Releases are simultaneous. KIS receives the residual last — which is a feature, not a limitation. It eliminates collection risk for SPI and builds trust across every partner relationship in the structure.
Every US invoice — kit purchase or managed rental — is paid by the end customer into the four-party commercial escrow account. No party receives funds until the escrow release sequence is triggered.
This is not a consulting engagement or a media buy — it is an embedded commercial function. Prospect Media owns the content strategy, manages the advertising spend, builds the audience, and routes qualified buyers to KIS. Six contract deliverables, owned entirely by SPI.
Purpose-built for the US buyer. Product education, voltage spectrum coverage, use-case documentation, and a direct path to KIS for conversion. Fully owned by SPI at completion.
Foundational content library covering Fire & Ice methodology, proof testing, and the managed rental model. Minimum 4 new assets per month — built to educate buyers and fuel advertising performance.
Continuous digital campaigns targeting utility operators, safety managers, and HV contractors by role and geography. Minimum 2 active campaigns at all times, optimized monthly on real performance data.
First-party email capture, retargeting audiences, and CRM pipeline tracking across both commercial paths. Full pipeline visibility shared with SPI and KIS at all times.
Campaign summary, content output, engagement metrics, pipeline by commercial path, and strategic direction — delivered to SPI and KIS within 10 business days of month-end. Every month, without exception.
A supercharged FAQ environment: organized by buyer concern, built to move a skeptical prospect to a confident one before they speak to KIS. A buyer already educated on voltage ratings, dry ice sublimation, and proof testing is a fundamentally shorter sales cycle. Doesn't replace SPI's certification — prepares buyers to want it.
Kuehl Industrial Services builds and manages a national network of certified Rental & Service Partners — independent regional operators who hold exclusive state territories and deploy Fire & Ice directly to end customers. RSPs are the last mile of the commercial architecture: they own the field relationship, provide all personnel and equipment on deployment days, and earn a guaranteed daily rate on every KIS-sourced engagement in their territory.
Each RSP purchases a complete Equipment Package from KIS — qualifying them for exclusive territory rights, access to Prospect Media's demand generation infrastructure, and a guaranteed daily rate on every KIS-sourced rental deployment in their territory.
RSPs are independent businesses. Their direct customer relationships stay their own. The RSP agreement governs only KIS-sourced work — where Prospect Media's demand generation originated the lead and KIS contracted the engagement.
For each rental day, RSP provides: SPI-certified operator, complete Fire & Ice tooling, dry ice, PPE, all consumables, mobilization, lodging, and per diem. All-inclusive — one daily rate, no line items.
RSP territories are defined in whole states. KIS will not appoint a competing RSP inside an active partner's territory. Package sale commission follows delivery location — FOB destination determines which RSP earns.
When demand exceeds a single RSP's capacity, KIS can source Traveling RSPs from other territories — paid their standard daily rate plus $1,000 per Equipment Package per day. The network scales with demand.
Tyler enters the network with a substantial existing equipment investment — qualifying him directly for RSP status without a new Equipment Package purchase. As the founding RSP, he sets the operational reference for all future partner onboarding. His territory covers eleven states across the Southeast and South-Central US, representing a significant concentration of investor-owned utilities, rural cooperatives, and HV maintenance contractors.
Prospect Media's 13% Demand Allocation is a cost of goods embedded in SPI's US commercial model. Activation is milestone-based — each payment triggers the next phase of delivery.
Applied to all US gross revenue across both commercial paths. Prospect Media only earns when KIS closes. The model is entirely self-funding — demand generation costs scale proportionally with the revenue they produce.
Calculated on the full gross invoice, including the portion allocable to the RSP's daily rate. No carve-outs. No recharacterization. Stated explicitly in the RSP agreement to close the loophole permanently.
Three payments of $10,000
Website & brand asset development begins
Go-live — website and all digital assets
Paid advertising campaigns launch
Four payments of $10,000 · Includes Web Academy
Website & brand asset development begins
Go-live — website and all digital assets
Web Academy development & delivery
Paid advertising campaigns launch
Prospect Media was purpose-built around a decade of demand generation and digital growth work across industrial, consumer, and technology categories. These are the results that demonstrate the model works.
The structure of this agreement is deliberate. Every decision was made to protect the relationship and the commercial architecture — not to favor any single party. Here's the reasoning behind the items most likely to raise a question.
A rental deployment happens because Prospect Media generated a lead, qualified a buyer, and routed them to KIS. Without that demand engine, the RSP's calendar stays empty. The gross revenue event — including the daily rate — wouldn't exist without the work upstream. Applying the 13% to the full gross isn't a reach; it's an accurate accounting of what created the transaction.
More importantly, leaving the RSP portion open to interpretation is a liability for everyone. Ambiguity over fee calculations, at operating speed, with real revenue on the table, creates disputes. Closing the definition now — explicitly, in the RSP agreement — protects SPI, KIS, and the RSP from that conversation ever happening.
Brand equity, domain authority, advertising data, and content infrastructure compound over time. A fixed-term agreement creates a sunset — either forcing short-term optimization at the expense of sustainable growth, or creating a renegotiation window right when the platform is performing best. That's the wrong incentive structure for everyone.
The "Reasonable Activity" standard is the protection. It defines what ongoing performance looks like and gives SPI a 60-day cure window plus formal exit rights if Prospect Media stops delivering. The agreement ends when it stops working — not on a calendar date. That's actually a stronger protection for SPI than a fixed term where a disengaged partner still holds the relationship for 12 more months.
Direct payment chains create single points of failure. If one party disputes an invoice or delays payment, it cascades downstream. Escrow eliminates that — all four parties receive their allocation simultaneously upon invoice clearance. There's no dependency, no float, no leverage. Everyone sees the full transaction in real time.
It also gives SPI full visibility into US commercial activity. Rather than receiving a net check from KIS, SPI sees the gross invoice and their wholesale allocation land simultaneously. That transparency is worth structuring for, especially in the early stages when trust is still being established across a new commercial architecture.
KIS has direct commercial skin in the game. They benefit when US marketing activity is performing, and they lose when it isn't. A neutral arbitrator would need to be educated on the industry, the product, the market dynamics, and the commercial architecture before making any determination. KIS already operates in it — they're qualified to evaluate whether marketing activity is reasonable and effective in a way that no outside party could match.
The incentive alignment is the point. KIS has every reason to reach a fair determination quickly — because slow dispute resolution costs them too. If KIS cannot reach a resolution, formal litigation in Wisconsin governs. The bar for escalation is high, and that's by design.
Most buyers won't contact a sales team until they've already formed an opinion. The Academy meets them before that conversation happens — answering the questions they're already asking, on their schedule, in a format that builds confidence rather than requiring it. It's a supercharged, always-on FAQ that does the early-stage education work so the KIS sales team walks into warmer conversations.
In a technical product category like high-voltage maintenance, the Academy also positions SPI as the market authority. Buyers who self-educate through SPI's own platform arrive ready to buy, not just ready to ask. That shortens the sales cycle and increases close rates — it doesn't replace the sales team, it makes them significantly more effective.
Agreements get thin when there's urgency and money on the table. The decisions that feel minor now — fee definitions, payment routing, dispute resolution, term structure — become contentious when there are real dollars attached to every word. Operating at speed inside a live US market is exactly the wrong time to be negotiating commercial architecture from scratch.
Building it right before revenue exists means every party enters with clarity about their role, their economics, and their rights. There are no ambiguous handshakes to revisit later. That's not complexity for its own sake — it's the foundation that makes everything else move fast.
The distribution agreement, RSP network, demand generation infrastructure, and escrow structure are all drafted and ready. Every party knows their role. What's needed now is SPI's execution of the Demand Generation Services Agreement with Prospect Media.
Prospect Media and SPI execute the Demand Generation Services Agreement. KIS executes the Exclusive US Distribution Agreement with SPI. Tyler executes his RSP Joinder. The commercial architecture is live.
First payment triggers website and brand development immediately. Each subsequent payment advances the build through go-live and campaign launch. Option B adds the Web Academy at step three.
Paid campaigns targeting the US market within 30 days of activation. First monthly report to SPI and KIS 30 days after launch. Tyler's territory is first to receive routed leads from Prospect Media.
Prospect Media & SPI Utilities Solutions Inc.
Kuehl Industrial Services LLC & SPI Utilities Solutions Inc.
Kuehl Industrial Services LLC & RSP Partners