Review Pe Acquisition Target Contracts

---
name: review-pe-acquisition-target-contracts
task_id: corporate-ma/review-pe-acquisition-target-contracts
description: Guides preparation of a key terms extraction report for a private equity acquisition where target company contracts in a SaaS clinical trial management business must be reviewed for material terms and deal-impact assessment.
activates_for: [planner, solver, checker]
---

# Skill: PE Acquisition Target Contract Key Terms Extraction

## 1. Subject-matter triage
- Start by reading the deal team instructions before the contracts themselves; use them to determine which agreements are priority items, which provisions need heightened attention, and which documents can be treated more lightly.
- Separate the contracts by type before extracting terms: customer subscription/services agreements, co-development or strategic collaboration agreements, technology licenses, and executive employment agreements.
- If the source set includes multiple counterparties, multiple contract forms, or multiple amendment layers, treat each as a distinct item and analyze it separately rather than collapsing them into a single blended summary.
- Where the instructions flag a contract for deeper review, give that agreement more granular term extraction and a more explicit acquisition-risk assessment.

## 2. Failure modes the skill is correcting
- Terms are summarized uniformly across all contracts without respecting the deal team’s priorities or the differing diligence significance of each agreement.
- The review captures commercial basics but misses acquisition-sensitive provisions such as change-of-control, assignment, termination, data handling, exclusivity, IP ownership, sublicense limits, and revenue-recognition timing.
- Technology-development and license agreements are analyzed like ordinary customer service agreements, causing the reviewer to miss ownership, grant, and use-rights issues.
- Deal impact is stated abstractly instead of tying the provision to the contemplated acquisition structure and explaining the consequence for closing, integration, value, or post-close operations.
- The output recites provisions without anchoring them to the source documents, the interacting clause set, or the practical diligence question the provision answers.

## 3. Legal frameworks / domain conventions that apply
- Acquisition diligence for target contracts centers on assignability, consent rights, change-of-control effects, termination rights, intellectual property allocation, confidentiality, data use, limitation of liability, and remedies.
- SaaS customer and services contracts commonly require review of term, renewal mechanics, service levels, support obligations, data-processing terms, privacy/security commitments, suspension rights, and fee or usage constructs.
- Co-development and collaboration agreements require careful attention to background IP, foreground IP, joint development outputs, assignment obligations, exploitation rights, and permitted use after closing.
- License agreements require review of scope of rights, field-of-use, territory, exclusivity, sublicense rights, transfer restrictions, royalty or usage obligations, and any trigger tied to ownership changes.
- Employment agreements require review of term, compensation, bonus or equity treatment, severance, restrictive covenants, and invention assignment.
- Apply the governing law and contract interpretation principles reflected in the source documents; when a clause expressly incorporates a statute, regulation, policy, or definition, use that authority in the analysis rather than paraphrasing the clause loosely.

## 4. Analytical scaffolds
- Read the deal instructions first and extract the review priorities, requested outputs, and any special diligence concerns.
- For each contract, identify the contract type, the relevant business function, and the provisions that matter most for that type.
- For each material provision, extract the operative term, note any threshold, trigger, exception, or consent mechanic, and assess whether the proposed transaction could activate it.
- For each issue, tie the provision to at least one other clause, schedule, exhibit, statement of work, policy, or amendment that changes its meaning or practical effect.
- For each issue, state the downstream consequence for the buyer or target: closing condition risk, consent process, integration friction, IP leakage risk, data-security exposure, ongoing cost, termination risk, or post-close operational constraint.
- When a provision turns on more than one party, date, contract version, or amendment layer, analyze each relevant item separately and avoid merging distinct triggers into one answer.
- If the source set includes only one instance of a category, say so and explain why no broader comparison is needed.
- Keep the analysis anchored in the document text; do not speculate beyond the facts supplied by the contracts and instructions.

## 5. Vertical / structural / temporal relationships
- Track how rights and obligations change over time: initial term, renewal, notice windows, cure periods, milestone timing, and post-termination tail obligations.
- Distinguish pre-closing obligations from post-closing obligations, especially where consents, notices, assignment mechanics, or change-of-control clauses are triggered by the acquisition timetable.
- Identify vertical dependencies between master terms and attached schedules, order forms, statements of work, policies, or addenda, because those layers often modify liability, pricing, data rights, or service scope.
- Where a contract cross-references another document in the source set, reconcile the documents and explain which one controls the specific point at issue.
- If an obligation depends on a future event or election, state the event, the decision-maker, and the operational consequence of each available path.

## 6. Output structure conventions
- Produce a single key-terms extraction report suitable for a Word document.
- Organize the report by contract, using a clear heading for each agreement and a standardized term-extraction format within each section.
- For each contract, include the core business terms, the diligence-sensitive provisions, and a concise acquisition impact assessment.
- Use an issue-focused table or equivalent structured format that pairs each extracted term with its practical deal significance.
- Preserve enough detail for a diligence reader to understand the clause without needing to reread the contract, but avoid unnecessary quotation or transcription.
- Include explicit support for each legal or interpretive point by naming the governing authority, definition, or incorporated document when the source materials provide one.
- Because the output is advisory, close the report with a short Recommended Actions section that assigns the next step to the relevant role and ties it to the transaction timetable or document deadline.
- Ensure the final deliverable is the report itself; do not substitute a process note, outline, or partial summary for the completed extraction report.