Build the material contracts disclosure schedule from diligence findings, applying the purchase agreement's Material Contract definition and formatting per the agreement's schedule format. Use when user says "build the contracts schedule", "disclosure schedule", "schedule 3.X", "material contracts l

/material contract schedule 1. Load purchase agreement → Material Contract definition + schedule format. 2. Use the workflow below. 3. Apply definition to diligence findings. Flag edge cases. 4. 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. 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.

material-contract-schedule