Identify Issues In Counterparty Supply Agreement

---
name: identify-issues-counterparty-supply-agreement
task_id: intellectual-property/identify-issues-in-counterparty-supply-agreement
description: Reviewing a proposed master supply agreement against a procurement playbook and supplier performance data to produce a risk-rated issues memo with negotiation recommendations.
activates_for: [planner, solver, checker]
---

# Skill: Identify Issues in Counterparty Supply Agreement

## 1. Subject-matter triage (only if applicable)

- Confirm the agreement is a master supply agreement for commercial procurement, not a bespoke development, distribution, or clinical services contract.
- Identify whether the supply chain is regulated, quality-sensitive, sole-source, or business-critical, because those facts change issue priority and bargaining positions.
- Inventory the source set before analysis: the draft agreement, the procurement playbook, internal emails, supplier scorecard, and any incorporated technical specifications or attachments.
- If more than one product line, site, term bucket, pricing method, or performance period is in scope, enumerate them explicitly before evaluating deviations.

## 2. Failure modes the skill is correcting

- Reviewing the supply agreement in isolation instead of testing it against the procurement playbook’s mandatory and preferred positions.
- Treating the supplier scorecard and internal emails as background only, rather than using them to calibrate risk, urgency, and remedies.
- Describing contract problems without tying each one to a negotiation ask and a draftable contract concept.
- Failing to distinguish high-risk deviations from lower-priority drafting cleanups.
- Missing supplier-favorable provisions that create asymmetric operational, quality, indemnity, or termination risk.
- Overlooking inconsistencies between the body of the agreement and any incorporated specifications, quality standards, or ordering documents.
- Giving conclusions without naming the governing contract principle, commercial convention, or regulatory requirement that supports them.

## 3. Legal frameworks / domain conventions that apply

- Quality provisions should be operational, measurable, and aligned with any technical specifications, acceptance criteria, testing method, deviation procedure, and recall or rejection process.
- Warranty language should match the product’s use case, shelf life, and risk profile; remedies should be clear enough to administer in a supply disruption.
- Liability allocation in commercial supply should be checked for defect risk, product liability, recall exposure, consequential loss exclusions, and the scope of any cap.
- Supply security provisions may need buffer stock, continuity planning, notice of interruption, substitute sourcing rights, and transition assistance where continuity matters.
- Pricing and adjustment mechanisms should be tested for objective triggers, timing, transparency, and guardrails against unilateral increases.
- Force majeure should not operate as an open-ended excuse; the clause should address notice, mitigation, partial performance, and alternate sourcing if disruption persists.
- Regulatory compliance language should require ongoing compliance with applicable law, required approvals, change notice, audit support, and prompt notice of enforcement events.
- Confidentiality and IP use should be limited to performance of the supply relationship and should protect specifications, data, and process information from off-purpose use.
- Governing commercial authorities commonly implicated include U.C.C. Article 2 for sales of goods, U.C.C. § 2-313 to § 2-315 for warranties, U.C.C. § 2-601 and § 2-608 for rejection and revocation concepts, U.C.C. § 2-615 for commercial impracticability, and the express terms of the agreement and incorporated playbook as the primary controls.
- If the source set references a specific regulation, industry standard, or internal policy, use that authority in the issue analysis rather than a generic formulation.

## 4. Analytical scaffolds

1. Read the playbook as the baseline of required positions, then compare each agreement section to the corresponding playbook requirement.
2. For each deviation, determine whether it is a missing clause, a diluted clause, an internal inconsistency, or a supplier-favorable carveout.
3. Use the supplier scorecard and internal emails to adjust priority: recurring defects, missed deliveries, responsiveness problems, and remediation history all increase the practical risk rating.
4. For each issue, close the analysis by tying it to a source-document threshold or fact pattern, linking it to the interacting clause or attachment, and stating the consequence for the client.
5. For each issue, propose a negotiation position and a category-level drafting concept that can be converted into contract language.
6. Where the agreement is silent on a playbook-required topic, identify the missing concept affirmatively and state the form of provision that should be added.
7. Where the agreement conflicts with incorporated specifications or quality schedules, treat the inconsistency as a priority issue, not a mere drafting cleanup.
8. If only one supplier, one product family, or one site is in scope, say so explicitly before applying the framework.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Track how quality, inspection, acceptance, rejection, remediation, and termination rights interact across the agreement rather than assessing each clause in isolation.
- Track temporal sequencing: order, shipment, testing, notice, cure, replacement, escalation, and termination deadlines often determine whether a remedy is usable.
- Check whether a notice deadline in one section is shorter than the operational reality reflected in the scorecard or internal emails.
- Check whether downstream remedies depend on upstream compliance with a notice, sampling, or recordkeeping requirement.
- If the agreement contains multiple document layers, prioritize the hierarchy of terms and identify conflicts between the MSA, exhibit, specification, purchase order, and quality schedule.

## 6. Output structure conventions

- Prepare a risk-rated issues memorandum, not a black-letter summary.
- Define the severity scale once at the top using an ordinal range such as Critical / High / Medium / Low, then apply it uniformly to every issue.
- Organize issues from highest to lowest risk.
- For each issue, include:
  - agreement section or clause reference
  - playbook position or required concept
  - deviation, omission, or supplier-favorable term
  - severity rating
  - negotiation recommendation
  - proposed contract concept or language at a category level
  - the relevant source facts from emails, scorecard, or other materials
  - the governing authority or commercial convention supporting the position
  - the scale or threshold that makes the issue material
  - the clause, schedule, or document that interacts with it
  - the downstream consequence to the client
- Include a separate section for supplier-favorable provisions that should be renegotiated even if they are not direct playbook misses.
- End with a Recommended Actions block that uses imperative verbs, identifies the responsible role, and gives a timing anchor tied to the deal or operational milestone.
- Keep negotiation recommendations practical and executable; avoid abstract commentary without a bargaining position.