1From: Marie-Claude Lévesque <mc.levesque@trl-avocats.example>2To: Alexandre Pham <a.pham@trl-avocats.example>3Cc: Nathalie Desrosiers <n.desrosiers@borealfenestration.example>4Date: Mon, 03 Nov 2025 09:16:00 -05005Subject: Boréal / Kestrel MSA — review against playbook — issues list by Thursday (file 2025-0419)6Message-ID: <2025-0419.4207@trl-avocats.example>7MIME-Version: 1.08Content-Type: text/plain; charset="utf-8"9Content-Transfer-Encoding: 8bit10X-Attachments: msa_kestrel_draft.docx; client_playbook.md; precedent_issues_list.xlsx1112Alexandre,1314Boréal Fenestration has received the vendor's draft Master Services Agreement from Kestrel Cloud Systems for the15Kestrel Manufacturing Operations Suite (production scheduling, quality, dealer portal, analytics). Nathalie Desrosiers16(VP Finance and Administration) wants our issues list before her call with Kestrel on Thursday, November 6.17This is file 2025-0419.1819What I need from you by end of day Thursday:20211. Review the full draft (attached, ref. KCS-MSA-2025-7464) against Boréal's Technology Contracts Negotiation22 Playbook v3.2 (attached). Go clause by clause — every playbook position has to be checked, including the ones23 that turn out to be fine. Only deviations go into the register.242. Prepare an issues register in Excel. Use the register from the Marchand Vert / Lumen Retail file25 (2025-0157, attached) as the model for the format: one row per issue with clause number, topic,26 summary of the current wording, playbook position, risk H/M/L and the redline you recommend. Please keep27 risk ratings to H, M or L — Nathalie sorts on that column.283. Write me a short memo in Word (at least a page, say 500 words or more): summary, key risks, what I should push29 hardest on with Kestrel's counsel and what we can concede, and a list of open items.304. Kestrel's covering note says Schedule B (Service Levels) is attached and contains the availability measurement31 and the service-credit table. Please confirm that the credit mechanism meets the playbook floor32 (at least 10 % of monthly fees below 99.5 %, escalating to 25 %) and that the chronic-failure termination right33 lines up with it.3435Two things to keep in mind. Kestrel is based in Toronto, so expect the usual Ontario boilerplate. And Boréal's36annual spend here is roughly CAD $186,000 plus the implementation fee, so the liability cap37discussion will be the first thing Nathalie asks about.3839If anything is missing from what Kestrel sent, or if you cannot verify a playbook position from the documents40you have, say so explicitly in the memo rather than assuming. I would rather send Nathalie a question than a41guess.4243Thanks,44Marie-Claude4546Marie-Claude Lévesque47Partner, Technology and Commercial Contracts48Tremblay Roy Lévesque LLP | 1250 boulevard René-Lévesque Ouest, bureau 3400, Montréal (Québec) H3B 4W849mc.levesque@trl-avocats.example5051This message and any attachments are privileged and confidential and are intended solely for the addressee.52