Assignment — Review of the Kestrel Cloud Systems Master Services Agreement for Boréal Fenestration Inc.
Organisation: Tremblay Roy Lévesque LLP, Montréal — Technology and Commercial Contracts group Role: junior associate (Alexandre Pham) reporting to Marie-Claude Lévesque, Partner Client: Boréal Fenestration Inc. (Gatineau, Québec) — file 2025-0419 Counterparty: Kestrel Cloud Systems Ltd. (Toronto, Ontario), software vendor
Context
Boréal Fenestration, a window and door manufacturer, is about to subscribe to Kestrel's Manufacturing Operations Suite (production scheduling, quality management, dealer portal and analytics), with implementation services. Kestrel has sent its standard vendor draft of a Master Services Agreement. The client's Vice-President, Finance and Administration needs our issues list before her negotiation call with Kestrel on Thursday, November 6, 2025.
The partner's instructions are in inputs/engagement_email.eml; read them first. In short: review the vendor draft
clause by clause against the client's negotiation playbook, record every deviation in an issues register, and send the
partner a covering memo with the key risks, negotiation priorities and open items.
Inputs (inputs/)
| File | What it is |
|---|---|
engagement_email.eml |
The partner's instructions for this review (RFC-822 text). |
msa_kestrel_draft.docx |
The vendor's draft Master Services Agreement (ref. KCS-MSA-2025-7464), 25 numbered clauses with sub-clauses and schedules. |
client_playbook.md |
Boréal Fenestration's Technology Contracts Negotiation Playbook v3.2: required position, fallback and walk-away for each topic, risk-rating guide, reporting conventions. |
precedent_issues_list.xlsx |
An issues register from another matter of the firm, to be used as the format model for your register. |
A matter workspace portal may also be available to you (document library, the playbook positions as records, and a
"Contract review summary" form). It contains the same information as inputs/.
Deliverables (out/)
issues_register.xlsx— the issues register, in the format of the precedent: one row per issue, with at minimum the columns Clause, Topic, Current wording (summary), Playbook position, Risk (H/M/L) and Recommended redline. Include a header row. Risk ratings must use the letters H, M or L only. Only deviations from the playbook are issues; a clause that complies with an acceptable position in the playbook is not an issue even if it reads aggressively.review_memo.docx— a memo to Marie-Claude Lévesque of at least 500 words, with the sections: Summary, Key risks, Negotiation priorities (what to push on, what can be conceded), Open items (anything you could not verify, any document referenced but not received, and questions for the partner or the client).COMPLETION.json— as described below. If you have questions for the partner (for instance about something you could not verify), put them inquestions.- If the portal is available to you, also submit the "Contract review summary" form (number of issues, topic of the highest-risk issue, documents referenced but not received).
Conventions
- Cite clauses by their number in the draft (for example "15.1", "23.3").
- Playbook references use the playbook item numbers (PB-01 to PB-14).
- Risk ratings: H, M or L, as defined in the playbook.
- The register and the memo are in English (the client's playbook and the draft are in English).
Working conventions (identical for every assignment). Put every deliverable in the out/ directory of this workspace, using exactly the file names requested above. Do not modify the files in inputs/. Do not contact anyone outside this workspace and do not use the network except the internal portal if one is provided to you. When you finish, write out/COMPLETION.json following COMPLETION_SCHEMA.json. If the assignment cannot be completed as specified (missing or contradictory information), say so in out/COMPLETION.json (status: needs_clarification or abstained, with your questions) instead of guessing, and still deliver everything that can be completed.