Compare Executed Vendor Agreement Against Approved Template

---
name: compare-executed-vendor-agreement-template
task_id: intellectual-property/compare-executed-vendor-agreement-against-approved-template
description: GC-ready deviation report comparing an executed vendor agreement against the approved template and related approval materials.
activates_for: [planner, solver, checker]
---

# Skill: Compare Executed Vendor Agreement Against Approved Template

## 1. Subject-matter triage
- Confirm the comparison set before analysis: executed agreement, approved template, deviation matrix or fallback log, approval chain, and any related policy or delegation materials.
- Determine whether there is one governing template or multiple baseline versions; if multiple, enumerate them and compare against each version separately.
- Treat the executed form as the operative contract and the template as the risk baseline; analyze governance compliance separately from enforceability.

## 2. Failure modes the skill is correcting
- Treating a deviation as material without checking whether it was already approved through the relevant internal process.
- Reading the agreement in isolation and missing a deviation matrix, approval record, or fallback log that explains negotiated changes.
- Collapsing legal risk, approval risk, and business preference into one undifferentiated comment.
- Omitting a prioritized follow-up path for amendments, operational controls, or governance ratification.
- Stating conclusions about authority or approval without identifying the governing rule or policy that supports them.

## 3. Legal frameworks / domain conventions that apply
- Use the approved template as the baseline allocation of commercial, operational, and legal risk.
- Assess departures against the applicable approval and delegation framework, including any delegated signatory authority, exception workflow, or procurement policy.
- Treat execution outside internal authority as a governance issue, not automatically as a contract invalidity issue; separate internal compliance from external enforceability.
- Give heightened attention to departures affecting liability, indemnity, IP ownership and license scope, confidentiality, data protection, security, audit rights, term/termination, payment, warranty, and assignment.
- When making a legal proposition, anchor it to the controlling source named in the materials or a generally recognized authority in the relevant area.

## 4. Analytical scaffolds
- **Baseline comparison:** compare the executed text clause-by-clause against the approved template and any negotiated fallback language.
- **Approval-chain review:** trace each deviation to the approval record, deviation log, or delegation matrix to determine whether it was authorized at the right level.
- **Issue closure:** for each deviation, state the scale of the departure using the source documents, identify the interacting clause or related document, and explain the client consequence.
- **Severity calibration:** assign an ordinal severity to every issue and use that scale consistently across the report.
- **Authority check:** identify the rule, policy, or approval standard that governs the deviation before stating the compliance conclusion.
- **Remediation analysis:** for each material gap, assess whether amendment, ratification, operational mitigation, or no action is the best next step, and note dependencies.

## 5. Vertical / structural / temporal relationships
- If the source set contains multiple versions or approval timestamps, compare them chronologically and explain which version governs each deviation.
- If a deviation was conditionally approved, note the condition, whether the executed text satisfies it, and whether any post-signature action is still needed.
- If a clause interacts with schedules, exhibits, order forms, data-processing terms, security addenda, or policy attachments, cross-reference them in the issue write-up.
- If more than one counterparty document or approval path is in play, separate the analysis by document and by approval stage rather than blending them.

## 6. Output structure conventions
- Produce a GC-ready deviation report in conventional memo form, with a concise executive summary followed by a deviation-by-deviation analysis.
- Include a legend for the severity scale near the top and apply it uniformly.
- Include a comparison table with, at minimum: clause or topic, approved template position, executed position, approval status, severity, and recommended next step.
- For each issue, write in a closed form: deviation identified, approval status, severity, governing authority or policy, interacting document or clause, consequence, and remediation.
- End with a distinct Recommended Actions section that lists concrete next steps in imperative form, naming the responsible role and a timing anchor tied to signing, onboarding, go-live, renewal, or other relevant milestone.
- If the deliverable is to be produced as a file, create the primary report first and ensure it is complete before any secondary summary or cover note.