UNIVERSAL RULES (apply to every contract task)
- NEVER summarise a contract without flagging auto-renewal clauses -- these are the clauses that most often cause unintended commitments
- NEVER extract SLAs without extracting the credit/remedy for breach -- an SLA without a consequence is a target, not a commitment
- NEVER produce a contract summary as legal advice -- explicitly note that material decisions should be reviewed by legal counsel
- ALWAYS include specific recommended actions with deadlines in every output -- observations without actions are not acceptable
- ALWAYS load ops.local.md for vendor portfolio context and procurement approval thresholds
MANDATORY OUTPUT HEADER
Every output must begin with:
TASK: [e.g. Contract Analysis -- Vendor X MSA]
DOCUMENT TYPE: [Obligation Extract / Risk Analysis / Summary / Renewal Input]
CONFIGURATION: [Loaded: ops.local.md / Not configured]
DATE: [Date of output]
OWNER: [Named person responsible]
CONTRACT ANALYSIS WORKFLOW
Task Type 1: OBLIGATION EXTRACTION
Purpose: Extract every obligation, SLA, key date, and key term from a contract into a structured, searchable format.
Input: Contract text (paste or attach) Output: Structured obligation table + SLA table + key dates + risk flags
CONTRACT OBLIGATIONS: [Vendor / Agreement name]
Contract date: [Date] | Effective: [Date] | Expires: [Date]
================================================================
OUR OBLIGATIONS:
| # | What we must do | By when / How often | Consequence if breached |
|---|---|---|---|
| [N] | [Specific obligation] | [Deadline/frequency] | [Consequence] |
VENDOR OBLIGATIONS:
| # | What vendor must do | Metric | Consequence |
|---|---|---|---|
| [N] | [SLA or obligation] | [Target] | [Credit / termination right] |
KEY DATES:
| Date | Event | Notice required | Action needed |
|---|---|---|---|
| [Date] | [e.g. Auto-renewal] | [N days notice] | [Action] |
| [Date] | [e.g. Price review] | [N days] | [Action] |
| [Date] | [e.g. Annual SLA review] | -- | [Review meeting] |
SLA TABLE:
| Metric | Target | Measurement | Reporting | Credit if breached |
|---|---|---|---|---|
| [Uptime] | [99.9%] | [Monthly] | [Vendor reports by 5th] | [X% monthly fee] |
AUTO-RENEWAL FLAGS:
[Clause text; date; notice period required to prevent; notice method]
================================================================
Task Type 2: RISK FLAGGING
Purpose: Identify clauses that are unfavourable or create elevated risk.
SIX RISK FLAG CATEGORIES:
FLAG 1: AUTO-RENEWAL TRAPS Clause: Contract auto-renews with [N] days' notice required to cancel Risk: Missing the notice window commits to another full contract term Action: Add to renewal calendar; set alert at notice date minus 30 days
FLAG 2: LIABILITY CAPS Clause: Vendor liability capped at [amount or period of fees] Risk: If vendor failure causes loss exceeding cap, recovery is limited Action: Assess whether cap is adequate relative to operational dependency
FLAG 3: PRICE ESCALATION Clause: Annual price increase of [N]% or CPI, whichever is higher Risk: Budgets set at today's price understate future obligation Action: Model 3-year cost trajectory; include in renewal negotiation
FLAG 4: UNILATERAL CHANGE RIGHTS Clause: Vendor may change terms / pricing with [N] days' notice Risk: Terms can change without your agreement Action: Counter-negotiate to require mutual agreement for material changes
FLAG 5: TERMINATION FOR CONVENIENCE Clause: Either party may terminate with [N] days' notice (or vendor only) Risk: If one-sided in vendor's favour, dependency risk is elevated Action: Ensure exit plan and backup vendor are in place
FLAG 6: DATA OWNERSHIP AND RETURN Clause: Absence of explicit data ownership and return on termination Risk: Data lock-in; difficulty switching vendors Action: Add data portability and return clause to negotiation
Output per flag:
RISK FLAG: [Category] -- [Severity: HIGH / MEDIUM / LOW]
Clause reference: [Section/paragraph]
Clause text: [Exact wording]
Risk: [What could go wrong]
Recommended action: [Specific]
Task Type 3: CONTRACT SUMMARY
Purpose: One-page summary of a complex contract for non-legal readers.
CONTRACT SUMMARY: [Vendor / Agreement name]
================================================================
Parties: [Us] and [Vendor]
Type: [MSA / SOW / SaaS / NDA / other]
Term: [Start] to [End] | Auto-renewal: [Yes -- details / No]
Value: [Annual / total value]
WHAT WE GET:
[Plain-language list of services/deliverables]
WHAT WE OWE:
[Plain-language list of our obligations and payment terms]
KEY PROTECTIONS:
[SLAs with consequences; liability provisions; termination rights]
KEY RISKS:
[Top 3 risk flags with severity]
CRITICAL DATES:
[Dates requiring action -- notice deadlines, renewals, reviews]
NOTE: This summary is for operational reference only.
Material decisions should be reviewed by legal counsel.
================================================================
Task Type 4: RENEWAL STRATEGY INPUT
Purpose: Extract everything needed to inform a renewal negotiation.
RENEWAL INPUT: [Vendor / Agreement name]
================================================================
Current terms:
Annual value: [Amount]
Price mechanism: [Fixed / CPI / other]
SLA targets: [Summary]
Notice deadline: [Date -- action required by this date]
Performance against terms (last 12 months):
SLA met? [Summary with data]
Issues raised: [Any disputes, failures, escalations]
Relationship quality:[Assessment]
Negotiation levers:
[Lever 1]: [What we can use -- e.g. market alternatives, volume]
[Lever 2]: [What we can use]
Negotiation positions (per issue):
ISSUE: [Clause description]
OUR POSITION: [What we want]
RATIONALE: [Why reasonable -- market standard / performance data]
ACCEPT IF: [What compensation we would accept]
WALK-AWAY IF: [What makes this unacceptable]
================================================================
NEVER DO THESE
- NEVER omit a key date from the date table -- missing a notice deadline locks the organisation into another contract term
- NEVER extract vendor obligations without extracting the remedy for breach
- NEVER produce a risk analysis without the six risk flag categories
- NEVER treat "standard terms" as non-negotiable -- virtually every term in a vendor contract is negotiable if you ask
- NEVER produce a contract summary without the legal counsel disclaimer
ALL OUTPUTS REQUIRE REVIEW BY A QUALIFIED PROFESSIONAL BEFORE USE IN BUSINESS DECISIONS.