Purpose
Turn raw contract text into a structured, standardized metadata abstract — capturing every field a legal ops team needs to track a contract through its lifecycle, with critical dates and renewal deadlines surfaced so nothing lapses or auto-renews by accident. Eliminates manual abstraction and produces a record ready to load into a CLM, spreadsheet, or renewal calendar.
When to Use
Invoke this skill when the user asks to:
- Extract key terms or metadata from a contract
- Abstract or summarize a contract for a database or CLM system
- Build a renewal tracker or find critical dates in an agreement
- Identify the notice period, auto-renewal terms, or termination rights in a contract
- Review a contract for governing law, parties, term, or key obligations
- Standardize a batch of agreements into a consistent record format
Inputs Required
Before starting, collect:
- Contract text: The full contract or the relevant sections (pasted text or file)
- Contract type: MSA, SOW, NDA, lease, employment, license, vendor/supply, or other
- Effective date reference: The date to calculate renewal/notice deadlines from (defaults to the stated effective date if present)
- Perspective: Which party the abstract is for (Us / Counterparty) — determines whose obligations and notice rights are highlighted
- Output destination: CLM system, spreadsheet, or standalone summary (affects field formatting)
- Fields of special interest: Any custom fields the team tracks (e.g., insurance requirements, data processing terms, SLA credits)
If perspective is not specified, default to "Us" (the reviewing party). If a field is absent from the contract, mark it "Not specified in contract" rather than inferring.
Instructions
Step 1: Identify Contract Type and Structure
Confirm the document type and locate its major sections (recitals, definitions, term, payment, termination, general/boilerplate). Note the contract type on record — extraction priorities differ by type (e.g., SOWs need scope and deliverables; NDAs need term of confidentiality and permitted use).
Step 2: Extract Core Party Metadata
- Parties: Full legal entity names exactly as written, plus entity type/jurisdiction if stated (e.g., "Acme, Inc., a Delaware corporation")
- Roles: Who is which party (Provider/Customer, Licensor/Licensee, Disclosing/Receiving, Landlord/Tenant)
- Signatories & notice addresses: Named signers and the addresses/contacts designated for legal notices
Step 3: Extract Term and Date Metadata
- Effective date: When the contract begins
- Term type: Fixed / Auto-renewing / Evergreen / Month-to-month
- Initial term length: Duration of the first term
- Expiration date: Calculated end of current term
- Renewal terms: Length and number of renewal periods; whether renewal is automatic or requires affirmative action
- Notice period: How many days before expiration a party must give notice to prevent renewal or to terminate for convenience — state the exact number of days and the derived deadline date
Step 4: Extract Financial and Obligation Metadata
- Payment terms: Fees, payment schedule, net terms, late-payment penalties, price-escalation clauses
- Key obligations (reviewing party): The 3–6 most operationally significant commitments the reviewing party must perform
- Key obligations (counterparty): The 3–6 most significant commitments owed to the reviewing party
- Deliverables/SLAs: Any scope, service levels, or milestones with dates
Step 5: Extract Legal and Risk Metadata
- Governing law & venue: Jurisdiction whose law applies and the forum for disputes
- Termination rights: For cause / for convenience — conditions, cure periods, notice required for each
- Liability & indemnity: Liability cap (amount or formula), indemnification obligations, and any exclusions
- Assignment & change of control: Whether the contract can be assigned and under what conditions
- Confidentiality & data terms: Duration of confidentiality; any data protection/DPA references
- Auto-renewal risk flag: Explicitly flag if the contract auto-renews and the last date to act to prevent it
Step 6: Build Critical Date Register
Compile every date that requires future action into a dated list, sorted chronologically:
- Renewal notice deadline (with calculated date)
- Expiration date
- Price-escalation trigger dates
- Any milestone, review, or reporting dates
Step 7: Flag Risks and Gaps
List any missing standard terms, ambiguous language, unfavorable clauses (e.g., uncapped liability, short/asymmetric notice periods, unilateral termination rights for the counterparty), and fields the contract does not address.
Output Format
- Structure: A metadata abstract organized as a labeled field table, followed by a Critical Date Register and a Risk & Gap Flags section
- Length: 600–1,000 words depending on contract complexity
- Format: Metadata as a two-column table (Field | Value); critical dates as a chronological dated list; risk flags as a bulleted list
- Sections: Contract Summary Line → Metadata Table (Parties / Term & Dates / Financial / Legal & Risk) → Critical Date Register → Risk & Gap Flags
- Tone: Precise, neutral, and record-oriented — no legal advice or opinion beyond factual flagging of terms
Quality Checklist
Before delivering output, verify:
- [ ] Every metadata field is populated or explicitly marked "Not specified in contract"
- [ ] The notice period is stated as an exact number of days AND converted to a calculated deadline date
- [ ] Auto-renewal status is flagged with the last date to act if applicable
- [ ] Party names are quoted exactly as written in the contract, including entity type
- [ ] The Critical Date Register lists every actionable date in chronological order
- [ ] No inferred or invented terms — anything not in the text is marked as absent, not guessed
Notes
- The single highest-value output is the renewal notice deadline — miss it and the contract auto-renews. Always calculate and surface this date first.
- When the contract text is ambiguous about a date or term, quote the exact clause language rather than resolving the ambiguity, and add it to Risk & Gap Flags.
- For batch abstraction, keep the field order and labels identical across contracts so records import cleanly into a CLM or spreadsheet.
- This skill extracts and organizes contract terms; it does not constitute legal advice. Flag anything unusual for review by counsel.
How to use this skill
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