From: Marie-Claude Lévesque <mc.levesque@trl-avocats.example>
To: Alexandre Pham <a.pham@trl-avocats.example>
Cc: Nathalie Desrosiers <n.desrosiers@borealfenestration.example>
Date: Mon, 03 Nov 2025 09:16:00 -0500
Subject: Boréal / Kestrel MSA — review against playbook — issues list by Thursday (file 2025-0419)
Message-ID: <2025-0419.4207@trl-avocats.example>
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Alexandre,

Boréal Fenestration has received the vendor's draft Master Services Agreement from Kestrel Cloud Systems for the
Kestrel Manufacturing Operations Suite (production scheduling, quality, dealer portal, analytics). Nathalie Desrosiers
(VP Finance and Administration) wants our issues list before her call with Kestrel on Thursday, November 6.
This is file 2025-0419.

What I need from you by end of day Thursday:

1. Review the full draft (attached, ref. KCS-MSA-2025-7464) against Boréal's Technology Contracts Negotiation
   Playbook v3.2 (attached). Go clause by clause — every playbook position has to be checked, including the ones
   that turn out to be fine. Only deviations go into the register.
2. Prepare an issues register in Excel. Use the register from the Marchand Vert / Lumen Retail file
   (2025-0157, attached) as the model for the format: one row per issue with clause number, topic,
   summary of the current wording, playbook position, risk H/M/L and the redline you recommend. Please keep
   risk ratings to H, M or L — Nathalie sorts on that column.
3. Write me a short memo in Word (at least a page, say 500 words or more): summary, key risks, what I should push
   hardest on with Kestrel's counsel and what we can concede, and a list of open items.
4. Kestrel's covering note says Schedule B (Service Levels) is attached and contains the availability measurement
   and the service-credit table. Please confirm that the credit mechanism meets the playbook floor
   (at least 10 % of monthly fees below 99.5 %, escalating to 25 %) and that the chronic-failure termination right
   lines up with it.

Two things to keep in mind. Kestrel is based in Toronto, so expect the usual Ontario boilerplate. And Boréal's
annual spend here is roughly CAD $186,000 plus the implementation fee, so the liability cap
discussion will be the first thing Nathalie asks about.

If anything is missing from what Kestrel sent, or if you cannot verify a playbook position from the documents
you have, say so explicitly in the memo rather than assuming. I would rather send Nathalie a question than a
guess.

Thanks,
Marie-Claude

Marie-Claude Lévesque
Partner, Technology and Commercial Contracts
Tremblay Roy Lévesque LLP | 1250 boulevard René-Lévesque Ouest, bureau 3400, Montréal (Québec) H3B 4W8
mc.levesque@trl-avocats.example

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