| name | clause-checklist-en |
| description | A clause checklist for a single contract - walks the contract against 41 clause categories (the CUAD taxonomy), assesses which of them this deal needs, and marks each applicable one present / absent / risky, so the clause that should be there but is missing does not slip through. Extractive (quotes the contract, does not paraphrase). Common-law native, jurisdiction-neutral framing. Different from a bulk audit - this goes deep on one contract and asks "what is missing and what bites here". Pairs with adversarial-legal-review-en and reviewer-en. Use when: "check the clauses in this contract", "what is missing from this agreement", "clause spotting", "contract checklist", "review a single contract", "which clauses are risky" - before signing, in negotiation, or in DD of one contract.
|
| license | Apache-2.0 |
| allowed-tools | ["Read"] |
| data-residency | local |
| requires-human-approval | false |
| pii-egress | none |
| attribution | {"source":"CUAD (Contract Understanding Atticus Dataset), The Atticus Project","url":"https://www.atticusprojectai.org/cuad","license":"CC-BY-4.0","relationship":"adaptation","note":"The 41-category clause taxonomy comes from CUAD. Category descriptions and the risk framing are written from scratch. English counterpart of klauzule-kontraktowe-pl, which adds Polish-law anchors.\n"} |
| metadata | {"canonical_source":"https://github.com/matematicsolutions/awesome-matematic-skills-en/blob/main/verification-foundation/skills/clause-checklist-en/SKILL.md - the maintained version. Catalogue copies are snapshots and may be out of date; check the canonical file before relying on any legal reference in this skill.\n","author":"Wiesław Mazur / MateMatic","version":"1.1.0","companion_skills":"adversarial-legal-review-en, reviewer-en, legal-syllogism-en"} |
Clause checklist - what a contract is missing, and what bites
Philosophy
The most expensive clauses are the ones that are not in the contract. Reviewing a contract is not
only reading what is written - it is checking that no safeguard this deal needs is absent. This skill
walks the contract against a fixed list of 41 clause categories and, for each, says: present / absent
/ present-but-risky, quoting the clause when present.
It is extractive - what it shows comes from the contract, not from paraphrase. It flags presence
and risk; the assessment and the call stay with the lawyer.
One caution built into the method: CUAD is an extraction taxonomy, not a list of safeguards every
agreement must contain. Several categories are deal-specific, and some are mutually exclusive pairs
(uncapped vs cap on liability; unlimited vs limited licence grants). Treating every absence as a red
flag buries the real gaps in false positives.
The 41 categories (CUAD taxonomy)
Groups follow CUAD (1-6) plus ungrouped categories. Two steps per category: first applicability -
does this deal need the clause, given the contract type, the parties and the subject matter; then, for
applicable categories only: present / absent / risky + a quote when present. Mutually exclusive pairs
count as one decision - record which side the contract takes, not the "absence" of the other side.
Contract metadata
- Document name, Parties (verify authority to sign), Governing law.
Group 1 - term and dates
- Agreement date · Effective date · Expiration date · Renewal term (auto-renew?) · Notice period to terminate renewal.
Group 2 - competition restrictions
- Non-compete · Exclusivity · No-solicit of customers · Competitive restriction exception (carve-outs).
Group 3 - control and assignment
- Change of control (consent/termination on M&A?) · Anti-assignment.
Group 4 - licences
- License grant · Non-transferable license · Affiliate license (licensor) · Affiliate license (licensee) · Unlimited/all-you-can-eat license · Irrevocable or perpetual license.
Group 5 - post-term and audit
- Post-termination services · Audit rights.
Group 6 - liability
- Uncapped liability · Cap on liability.
Ungrouped
- Most favored nation · No-solicit of employees · Non-disparagement · Termination for convenience · ROFR/ROFO/ROFN · Revenue/profit sharing · Price restrictions · Minimum commitment · Volume restriction · IP ownership assignment · Joint IP ownership · Source code escrow · Covenant not to sue · Liquidated damages · Warranty duration · Insurance · Third-party beneficiary.
