Review Material Contract Review

---
name: review-material-contract-review
task_id: corporate-ma/review-material-contract-review
description: Guides preparation of a contract-by-contract risk assessment and discrepancy log for a proposed acquisition where multiple contract types must be reviewed against a summary spreadsheet and draft SPA definitions.
activates_for: [planner, solver, checker]
---

# Skill: Material Contract Review — Risk Assessment and Discrepancy Log

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

- Identify the universe of contracts in the data room, then reconcile that universe against the summary spreadsheet before analyzing substantive risk.
- Separate reviewed contracts into categories that warrant specialized treatment, including employment, real estate, joint venture/co-development, IP licensing, and ordinary commercial arrangements.
- Flag any contract listed in the spreadsheet but not available in the data room as a missing-document issue, not merely a clerical note.
- Determine whether the SPA’s material contract definition changes disclosure treatment, diligence priority, or the need to list the contract on a disclosure schedule.

## 2. Failure modes the skill is correcting

- The contract review repeats spreadsheet labels without confirming that the underlying contract text matches the summary description.
- Missing contracts are overlooked because the reviewer treats the spreadsheet as descriptive rather than as a diligence baseline.
- The SPA material contract definition is not used as the organizing rule for whether a contract is within scope for disclosure and risk analysis.
- The review identifies issues but does not tie them to deal consequences, making the memo difficult to use in acquisition decision-making.
- Specialized agreements are treated as generic commercial contracts, causing key provisions in employment, lease, JV, and IP arrangements to be missed.
- The discrepancy log records differences without ranking them by transaction significance or operational impact.
- The output becomes a narrative summary instead of a contract-by-contract diligence product that the deal team can action.

## 3. Legal frameworks / domain conventions that apply

- SPA material contract analysis: use the transaction documents’ definition to classify each agreement and determine disclosure implications.
- Contract-by-contract diligence convention: assess each agreement on its own terms, then compare it to the spreadsheet summary and the draft SPA framework.
- Change-of-control and anti-assignment principles: identify consent, termination, or default triggers that may be activated by the acquisition.
- Core commercial risk review: term, renewal, termination, exclusivity, minimum commitments, volume obligations, indemnities, liability caps, governing law, and dispute resolution.
- Employment agreement review: change-of-control severance, restrictive covenants, IP assignment, confidentiality, and post-employment obligations.
- Lease review: assignment, change-of-control consent, landlord approval, renewal options, purchase rights, and early termination exposure.
- JV/co-development review: governance, reserved matters, exit rights, buy-out mechanics, dissolution triggers, and IP ownership/use rights.
- IP license review: scope of licensed rights, field-of-use restrictions, sublicense rights, ownership of improvements, and change-of-control effects.
- Disclosure practice: a discrepancy matters if it changes the legal characterization of the contract, the disclosure obligation, or the buyer’s post-closing operating flexibility.

## 4. Analytical scaffolds

- Start with the universe: list the contracts in the spreadsheet, identify which are present in the data room, and identify which are missing or mislabeled.
- For each available contract, compare the spreadsheet summary to the operative text and classify the match as consistent, incomplete, overstated, understated, or contradictory.
- For each contract, ask first whether it is within the SPA material contract definition; then assess whether any provision creates buyer-side closing, consent, disclosure, or operating risk.
- Use a standardized issue pass for every contract: identify the provision, explain why it matters in the acquisition context, and state whether it changes disclosure, consents, or integration planning.
- Apply specialized analysis where the contract type demands it; do not force a single commercial checklist onto all agreements.
- When multiple contracts of the same type appear, evaluate each one individually rather than collapsing them into a representative sample.
- For each issue, connect the provision to the relevant contract summary, the SPA disclosure treatment, and the practical consequence for closing or post-closing operations.
- Prioritize the discrepancy log by transaction significance, not by drafting neatness, and make the highest-impact mismatches immediately visible.
- End each advisory note with a concrete next step tied to the deal process, not a general observation.

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

- Track how contract rights change at signing, closing, post-closing integration, renewal dates, and termination events.
- Distinguish pre-closing consent requirements from post-closing operational restrictions.
- Treat parent-level or affiliate-level obligations as relevant when they can bind the acquired business after closing.
- Where a contract interacts with another source document, note the interaction explicitly rather than evaluating the contract in isolation.
- If the spreadsheet says one thing and the contract says another, identify which statement is more favorable to the buyer and why the difference matters for closing or disclosure.

## 6. Output structure conventions

- Produce three work products: a contract checklist, a risk assessment memorandum, and a discrepancy log.
- In the checklist, include for each contract: name or identifier, contract type, SPA material-contract status, core risks, and any missing-document or mismatch flags.
- In the memorandum, organize issues by contract or contract category, and for each issue state the contract, the provision at issue, the buyer-side risk, the disclosure or consent implication, and the recommended transaction response.
- In the discrepancy log, record each variance between the spreadsheet and the underlying contract text, including the spreadsheet description, the actual contract term, and the significance of the mismatch.
- Use an explicit severity scale once and apply it consistently across all issue entries; define the scale in the deliverable itself.
- For each issue entry, include enough detail to show why it matters in the acquisition context, but do not pad with unnecessary recitation of the contract.
- If a contract is unavailable, mark it clearly as missing and explain the diligence consequence.
- End the memo with a concise Recommended Actions section that assigns the next step to the relevant deal role and ties it to the transaction timeline.