material-contract-schedule

/material-contract-schedule

Load the equity purchase agreement → material contract definition + schedule format.
Use the following workflow.
Apply the definition to the due diligence findings. Flag borderline cases.
Format in accordance with the agreement. The consents overlay feeds into the closing checklist.

Matter context

Matter context. Check the practice-level CLAUDE.md for the ## 事项工作区. If Enabled is ✗(the default for in-house legal users), skip the rest of this paragraph—the skill uses practice-level context and the matter mechanism is not visible. If it is enabled and there is no active matter, ask: "Which matter is this? Run /corporate-legal:matter-workspace switch <事项简称> or say 实务级." Load the active matter's matter.md to obtain matter-specific context and override rules. Output is written to the matter folder ~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/matters/<事项简称>/. Never read files from other matters unless 跨事项上下文 is 开.

Purpose

The equity purchase agreement contains a representation and warranty: "Schedule 3.X lists all material contracts." This skill builds that schedule from the due diligence findings—which contracts are material contracts under the agreement's definition, presented in the format required by the agreement.

Load context

Draft equity purchase agreement—used for the definition of "material contract" and the schedule format
~/.claude/plugins/config/claude-for-legal-zh/corporate-legal/CLAUDE.md → Materiality thresholds (may differ from the agreement's definition—the agreement controls)
diligence-issue-extraction due diligence findings—contract-level data

Workflow

Step 1: Obtain the definition

Extract the definition of "material contract" from the equity purchase agreement—the acquisition agreement's definition controls. Deal structure differences (stock transfer vs. asset transfer vs. merger) change the interpretation of each trigger, and regulated-industry overlays (healthcare, defense, financial services, telecommunications, government procurement) may add consent requirements beyond the acquisition agreement. If the transaction involves any of the above overlays, retrieve the applicable antitrust law, foreign investment security review, and other rules and cite the controlling provisions [yuandian检索]。

The common categories of triggers in acquisition agreement definitions are as follows—these are not a substitute for reading the acquisition agreement; the list set out in the acquisition agreement controls:

Monetary thresholds (annual or cumulative)
Contract term
Change-of-control or anti-assignment provisions
Exclusivity or non-compete
Top N customer or supplier contracts
Real property leases
Intellectual property licenses (inbound and outbound)
Related-party agreements
Government procurement contracts
Contracts outside the ordinary course of business

Use the acquisition agreement's definition as the test. Apply it mechanically—any contract meeting any one condition in the acquisition agreement's definition is included in the schedule.

Step 2: Apply the definition to the findings

For each contract reviewed in due diligence:

Contract	Conditions met	Included
[Name]	[Annual amount ≥ RMB X; contains change-of-control provision]	Yes
[Name]	[None]	No

Boundary cases requiring human judgment must be flagged:

Contract amount is just below the threshold (by 1 yuan), but is important to the company's operations
Contract satisfies a condition but is in the process of being terminated
Oral agreements or supplemental letters may or may not count

Step 3: Collect Schedule Data

For each contract included, the schedule typically requires:

Field	Source
Counterparty name	Contract
Contract title/type	Contract
Date	Contract
Term/expiration date	Contract
Annual/total amount	Contract or management data
Which materiality condition is satisfied	Step 2 analysis
Whether the transaction requires counterparty consent	Diligence findings
Data room index	Diligence table of contents

Obtain from existing diligence extracts. If any field is missing, flag it — do not speculate.

Step 4: Format According to the Agreement

The disclosure schedule has formatting requirements — typically a numbered list or table, sometimes itemized by contract type. Keep it consistent with the format of other schedules in the draft agreement.

## 清单 3.[X] — 重大合同

截至签署日，重大合同如下：

### (a) 客户合同

1. [协议标题]，签署日期[日期]，由[目标公司]与[对方当事人]之间订立。
   [如格式要求附简述，则添加。]
   [数据室：路径]

2. [...]

### (b) 供应商合同

[...]

### (c) 不动产

[...]

[等等——分项按协议的定义结构编排]

Step 5: Consent Tracking Overlay

Separately track (not in the schedule itself — this is for internal use) which included contracts require consent.

The consent overlay and any working drafts prior to delivery derive from privileged diligence materials and inherit their privileged and confidential status — distribution outside the privilege circle may waive privilege. The schedule itself, once delivered as an attachment to the signed acquisition agreement, is a transaction document and is not privileged; all internal annotations should be removed before delivery.

Schedule No.	Counterparty	Whether consent is required	Status	Owner	Deadline
3.X(a)(1)	[Name]	Yes — change of control §12.2	Requested	[Name]	[Date]

This item feeds into the closing checklist.

Cross-Check

Before delivery:

Contracts satisfying any condition are included in the schedule (completeness)
Contracts satisfying no condition are not included in the schedule (no over-disclosure — this is a representation and warranty, not a data dump)
The schedule is consistent with the other representations and warranties (contracts creating security interests in Schedule 3.X should also be included in the security interest schedule)
Each entry is accompanied by a data room index so that buyer's counsel can locate the original document

Handoff

From diligence-issue-extraction: contract-level findings are the input.
To closing-checklist: consent items are added to the checklist.

What This Skill Does Not Do

Does not decide the definition of materiality — that is in the stock purchase agreement.
Does not obtain consent — it tracks which ones need to be obtained.
Does not draft representations and warranties — it populates the schedules referenced by the representations and warranties.