---
name: contract-lifecycle-manager
description: "Extracts structured metadata from any contract — parties, effective and expiration dates, term type, auto-renewal terms, notice periods, governing law, payment terms, key obligations, and termination rights — and flags critical dates and risk items into a clean abstract ready for a CLM system or renewal calendar. Use when abstracting a contract, extracting key terms, building a renewal tracker, populating a contract database, or reviewing an agreement for critical dates and obligations."
argument-hint: "[contract-text] [contract-type]"
allowed-tools: ["Read"]
---

# Contract Lifecycle Manager

## 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.

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## How to use this skill

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Restart Claude Code or open a new session to register.

**Using in Claude.ai, ChatGPT, Gemini, or other AI tools:**

1. Drag this file into a new chat, or copy and paste its contents
2. Send your task or request as your next message — the AI will apply the skill where it fits

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