/material-contract-schedule
- Load purchase agreement → Material Contract definition + schedule format.
- Use the workflow below.
- Apply definition to diligence findings. Flag edge cases.
- Format per agreement. Consent overlay feeds closing checklist.
Matter context
Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /corporate-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at ~/.claude/plugins/config/claude-for-legal/corporate-legal/matters/<matter-slug>/. Never read another matter's files unless Cross-matter context is on.
Purpose
The purchase agreement has a rep: "Schedule 3.X lists all Material Contracts." This skill builds that schedule from the diligence findings — which contracts are material per the agreement's definition, in the format the agreement requires.
Load context
- Purchase agreement draft — for the definition of "Material Contract" and the schedule format
~/.claude/plugins/config/claude-for-legal/corporate-legal/CLAUDE.md→ materiality thresholds (may differ from the agreement definition — use the agreement's)- Diligence findings from diligence-issue-extraction — contract-level data
Workflow
Step 1: Get the definition
Pull the definition of "Material Contract" from the purchase agreement — the PA definition controls. Deal-structure differences (stock vs. asset vs. merger) can change how a prong is interpreted, and regulated-industry overlays (healthcare, defense, financial services, telecom, government contracting) can add consent requirements that live outside the PA. If the deal involves any of those overlays, research the applicable anti-assignment or novation rules (for example, federal contracts, government contracting novation, sector-specific consent statutes) and cite the controlling rule.
Common prong categories to look for in the PA definition — these are not a substitute for reading the PA, and the list the PA uses controls:
- Dollar-value threshold (annual or aggregate)
- Term length
- Change-of-control or anti-assignment provision
- Exclusivity or non-compete
- Top N customer or supplier contracts
- Real property leases
- IP licenses (in-bound and out-bound)
- Related-party agreements
- Government contracts
- Contracts outside the ordinary course
The PA's definition is the test. Apply it mechanically — every contract that meets any prong in the PA's definition goes on the schedule.
Step 2: Apply the definition to the findings
For each contract reviewed in diligence:
| Contract | Meets prong(s) | Include |
|---|---|---|
| [name] | [$X+ annual value; CoC provision] | Yes |
| [name] | [none] | No |
Edge cases to flag for human decision:
- Contract is $X-1 (just under threshold) but important to the business
- Contract meets a prong but is being terminated anyway
- Oral agreements or side letters that may or may not count
Step 3: Gather schedule data
For each included contract, the schedule typically needs:
| Field | Source |
|---|---|
| Counterparty name | Contract |
| Contract title/type | Contract |
| Date | Contract |
| Term / expiration | Contract |
| Annual/total value | Contract or management data |
| Which materiality prong it meets | Step 2 analysis |
| Consent required for the deal | Diligence finding |
| VDR reference | Diligence inventory |
Pull from existing diligence extractions. If a field is missing, flag it — don't guess.
Step 4: Format per the agreement
Disclosure schedules have a format — usually a numbered list or a table, sometimes with sub-parts by contract type. Match the format of the other schedules in the draft agreement.
markdown## Schedule 3.[X] — Material Contracts The following are the Material Contracts as of the date hereof: ### (a) Customer Contracts 1. [Agreement Title], dated [date], between [Target] and [Counterparty]. [Brief description if the format calls for it.] [VDR: path] 2. [...] ### (b) Supplier Contracts [...] ### (c) Real Property [...] [etc. — sub-parts per the agreement's definition structure]
Step 5: Consent tracking overlay
Separately (not in the schedule itself — this is internal), track which scheduled contracts require consent.
The consent overlay and any pre-delivery working draft of the schedule are derived from privileged diligence materials and inherit their privilege and confidentiality status — distribution beyond the privilege circle can waive privilege. The schedule itself, once delivered as an exhibit to the executed PA, is a deal document and is not privileged; strip any internal annotations before delivery.
| Schedule # | Counterparty | Consent required | Status | Owner | Due |
|---|---|---|---|---|---|
| 3.X(a)(1) | [name] | Yes — CoC §12.2 | Requested | [name] | [date] |
This feeds closing-checklist.
Cross-check
Before delivering:
- Every contract that met a prong is on the schedule (completeness)
- No contract is on the schedule that doesn't meet a prong (no over-disclosure — it's a rep, not a data dump)
- Schedule is consistent with the other reps (a contract on Schedule 3.X that creates a lien should also be on the liens schedule)
- Every entry has a VDR cite so buyer's counsel can find the underlying doc
Handoffs
- From diligence-issue-extraction: Contract-level findings are the input.
- To closing-checklist: Consent items go on the checklist.
What this skill does not do
- It doesn't decide the materiality definition — that's in the purchase agreement.
- It doesn't obtain consents — it tracks which ones are needed.
- It doesn't draft the rep — it populates the schedule the rep references.
