Obligation extraction
Purpose
Obligations get lost between the instrument and the register. Someone reads a
forty-page rule or a signed agreement, writes eight bullet points, and the
organisation tracks the bullet points forever — losing the conditions, the
carve-outs, the party that is actually bound, and the paragraph number a regulator
or a counterparty will cite. This skill produces the atomic register: one testable
duty per row, each traceable back to the provision it came from, so downstream
control mapping and evidence collection have something to attach to.
Data classification
Confidential, potentially privileged. An obligation register is a list of what
the organisation is bound to do, and by implication where it may fall short.
Assume a regulator, counterparty or claimant may one day see it, and take a view
with counsel on whether it should sit under privilege.
STOP CONDITIONS:
| Trigger |
Action |
| The instrument or the work relates to a live investigation, enforcement action, skilled-person review or litigation |
Stop. Privilege and disclosure decisions come first. Route to counsel. |
| Counsel's advice, or without-prejudice correspondence, is pasted |
Stop. Do not summarise or excerpt privileged material. |
| Customer, client or employee personal data appears in the source or as an illustration |
Stop. Ask for it to be removed; extraction works on provisions, not records. |
| Client positions, balances, transactions or account identifiers appear |
Stop. Name the category, not the value. |
| The user asks whether the organisation currently complies, or is in breach |
Stop short of that conclusion. The register states the duty and the evidence that would show compliance; whether it is met is control mapping, and breach determination belongs to counsel. |
| A confidential third-party agreement is supplied without confirmation it may be processed |
Ask before extracting. Many agreements restrict disclosure of their own terms. |
NON-FABRICATION RULE. Every row must be derived from supplied text and cite
the provision it came from. Never supply a deadline, threshold, frequency,
retention period, notice period or monetary limit from memory, from a summary,
from a law-firm briefing, from an earlier version of the instrument, or from the
equivalent rule in another jurisdiction. Never convert a discretion into a duty
because it is prudent to treat it as one — record the modality the text uses and
flag the judgement separately. Never invent a defined term's meaning; if the
instrument defines it elsewhere and that part was not supplied, the term is open.
If the provision text was not supplied, the output is
SOURCE TEXT NOT SUPPLIED — no obligations can be extracted, and nothing else.
Partial source is a partial register and must be labelled as one: state which
sections, schedules, annexes or incorporated documents were not supplied. A
register that looks complete and is not is the failure mode this skill exists to
prevent.
Prerequisites
- Inputs (mandatory): the operative text — provisions, clauses, schedules,
annexes. Not a summary, not a marketing overview, not a press release.
- Inputs (mandatory): which instrument version and as at what date, and
whether it is in force, transitional, or in consultation.
- Inputs (mandatory for a regulatory instrument): which of your applicable
regulator(s) and jurisdiction(s) the instrument belongs to, and which entity or
entities in the group it is being extracted for. Ask. The same activity is
regulated differently by different authorities and a register attached to the
wrong entity is worse than none.
- Inputs (mandatory for a contract): the parties and their defined roles, the
effective and expiry dates, and any documents incorporated by reference.
- Inputs (needed for the deadline column): the dates the instrument keys off —
in-force, first reporting date, transitional end, notice periods, term dates.
- Inputs (if extracting from a PDF or scan): confirmation the text layer is
reliable. If pages are images or the extraction is lossy, say which pages and do
not extract from them.
- Access: none required.
If a mandatory input is missing, name it and stop.
Procedure
1. Inventory the source before extracting
List every section, schedule, annex and incorporated document, and mark each
supplied or not supplied. Record the defined-terms section separately — obligations
turn on definitions more often than on the operative words, and a scope term left
undefined makes every row that uses it provisional.
2. Extract atomically — one testable duty per row
Split on the duty, not on the sentence. A single clause commonly contains several:
notify, notify within a period, notify in a specified form, and retain
evidence of having notified. Each is separately testable, separately capable of
failing, and separately evidenced. If a row cannot be answered "done / not done"
on its own, it is not yet atomic.
The register columns:
| Column |
Content |
Failure if omitted |
| ID |
Stable reference for the row |
Nothing downstream can cite it |
| Provision reference |
Section, clause, paragraph, page — precise enough to find in seconds |
The register stops being auditable |
| Verbatim text |
The operative words, quoted |
Paraphrase drift; the whole point of the register |
| Obligated party |
Who is bound: the entity, a specific role, a counterparty, or both |
Duties get tracked against the wrong side |
| Beneficiary |
Who it is owed to — regulator, client, counterparty, employee |
Notification routes are guessed later |
| Modality |
Must / must not / should / may — as the text words it |
Discretions become duties and duties become options |
| Trigger |
The event or state that makes it bite; standing obligations marked "continuous" |
Everything looks always-on and nothing is prioritised |
| Deadline or frequency |
The period, and the date it runs from, quoted |
A deadline with no start date is untrackable |
| Conditions and carve-outs |
Thresholds, exemptions, proportionality, transitional relief |
Applies rules to entities they do not bind |
| Evidence of compliance |
What a reviewer would need to see: a record, an approval, a report, a log, a signed document |
The register cannot be assured against |
| Consequence |
The stated sanction, remedy or termination right, if the text states one |
Prioritisation becomes arbitrary |
| Dependencies |
Other rows this one presumes |
Sequencing errors in remediation |
| Confidence |
Direct / interpretive / open |
Silently mixes reading with reasoning |
Confidence values. Direct — the text states it. Interpretive — the duty
follows from the text but needs a stated reading, which must be written out in the
row. Open — the text does not settle it. Open rows are questions for counsel,
not gaps to be closed by inference. Report the count of each; a register that is
100% direct on a complex instrument has probably lost the hard parts.
3. Test applicability at row level, not document level
An instrument applying to the organisation does not mean every provision does.
For each row, record whether it applies to the entity in scope and why — the
permission, activity, threshold, client category or contractual role that brings
it in. Where applicability is uncertain, mark it open. Do not delete
non-applicable rows: record them as not applicable with the reason, because that
reasoning is exactly what is challenged later when the business changes.
4. Normalise deadlines into something trackable
Convert each period into: the trigger event · the duration and its unit · whether
days are calendar or business as the text specifies · the resulting due date or
recurrence. Where the text does not specify calendar or business days, that is an
open row, not an assumption. Recurring obligations get their frequency and their
first occurrence.
5. Cross-check for the classic omissions
Sweep specifically for duties that hide outside the operative clauses: record
retention and its period; the duty to notify a change of circumstance; training
and competence; governance and approval requirements; reporting and its form;
audit, inspection and access rights; sub-contracting and onward flow-down; exit,
termination and transition assistance; and duties that survive termination.
Flow-down and survival are the two most commonly missed in contract extraction.
6. Quality-check the register before issue
Does every row cite a provision? Can every row be answered done / not done? Does
every deadline have a start date? Is every defined term used in a row actually
defined in the supplied text? Is the not-supplied list stated at the top of the
output rather than in a footnote? Is the count of open rows stated? If the answer
to any of these is no, the register is not ready to hand on.
7. Hand the register on — it is an input, not a deliverable
The register states duties. It does not state whether they are met. Control
mapping, gap assessment and remediation planning are the next step and belong to
legal-compliance-regulatory-change-impact, which consumes this register directly
and cannot be run properly without one.
Boundaries
- Not for assessing impact, mapping obligations to existing controls, or
building a remediation plan — that is
legal-compliance-regulatory-change-impact. That skill's applicability test and
gap assessment start from the register this one produces; run this first when it
has no register, and route to it immediately afterwards.
- Not for negotiating, redlining or advising on the acceptability of contract
terms — that is
legal-compliance-contract-review.
- Not for writing the internal policy or standard that implements an
obligation — that is
legal-compliance-policy-drafting.
- Not for answering a counterparty's questions about the controls that satisfy
these obligations — that is
legal-compliance-questionnaire-response.
- Not for giving legal advice, opining on interpretation where the text is
ambiguous, or concluding on compliance or breach. Open rows go to counsel.
Hand-offs
- Receives from: the compliance monitoring function, contract owners, and
legal-compliance-regulatory-change-impact when that skill is invoked without a
register to work from.
- Routes to:
legal-compliance-regulatory-change-impact — the register is its
mandatory input for applicability testing, control mapping and remediation
planning.
- Routes to:
legal-compliance-policy-drafting where an obligation needs an
internal policy to implement it.
- Routes to:
legal-compliance-contract-review where extraction surfaces a
term that needs renegotiating rather than tracking.
- Routes to:
operations-sop-authoring where an obligation needs a repeatable
operational procedure and evidence trail.
- Escalates to: counsel for every open row and every interpretive row whose
stated reading carries material consequence.
1---2name: legal-compliance-obligation-extraction3description: Turns a supplied regulation, rule, contract or policy instrument into an atomic obligation register: one row per obligation, each carrying its provision reference, the obligated party, the trigger that makes it bite, the deadline or frequency, the modality (must, must not, may), any carve-out, and the evidence that would demonstrate compliance. Extracts only from the supplied text and marks anything the text does not settle as an open question rather than resolving it. Use when a rule or contract must be turned into something trackable, when a compliance register or obligations matrix is being built, when a counterparty agreement needs its duties listed, or when an impact assessment needs a register it does not have. Trigger on 'extract the obligations', 'obligations register', 'what do we have to do under this', 'build the compliance matrix', 'list the duties in this contract', 'clause register'. Not for assessing what a regulatory change means for the business and what to remediate (use legal-compliance-reg4---56# Obligation extraction78## Purpose910Obligations get lost between the instrument and the register. Someone reads a11forty-page rule or a signed agreement, writes eight bullet points, and the12organisation tracks the bullet points forever — losing the conditions, the13carve-outs, the party that is actually bound, and the paragraph number a regulator14or a counterparty will cite. This skill produces the atomic register: one testable15duty per row, each traceable back to the provision it came from, so downstream16control mapping and evidence collection have something to attach to.1718## Data classification1920**Confidential, potentially privileged.** An obligation register is a list of what21the organisation is bound to do, and by implication where it may fall short.22Assume a regulator, counterparty or claimant may one day see it, and take a view23with counsel on whether it should sit under privilege.2425**STOP CONDITIONS:**2627| Trigger | Action |28| --- | --- |29| The instrument or the work relates to a live investigation, enforcement action, skilled-person review or litigation | Stop. Privilege and disclosure decisions come first. Route to counsel. |30| Counsel's advice, or without-prejudice correspondence, is pasted | Stop. Do not summarise or excerpt privileged material. |31| Customer, client or employee personal data appears in the source or as an illustration | Stop. Ask for it to be removed; extraction works on provisions, not records. |32| Client positions, balances, transactions or account identifiers appear | Stop. Name the category, not the value. |33| The user asks whether the organisation currently complies, or is in breach | Stop short of that conclusion. The register states the duty and the evidence that would show compliance; whether it is met is control mapping, and breach determination belongs to counsel. |34| A confidential third-party agreement is supplied without confirmation it may be processed | Ask before extracting. Many agreements restrict disclosure of their own terms. |3536**NON-FABRICATION RULE.** Every row must be derived from supplied text and cite37the provision it came from. Never supply a deadline, threshold, frequency,38retention period, notice period or monetary limit from memory, from a summary,39from a law-firm briefing, from an earlier version of the instrument, or from the40equivalent rule in another jurisdiction. Never convert a discretion into a duty41because it is prudent to treat it as one — record the modality the text uses and42flag the judgement separately. Never invent a defined term's meaning; if the43instrument defines it elsewhere and that part was not supplied, the term is open.44If the provision text was not supplied, the output is45`SOURCE TEXT NOT SUPPLIED — no obligations can be extracted`, and nothing else.4647Partial source is a partial register and must be labelled as one: state which48sections, schedules, annexes or incorporated documents were **not** supplied. A49register that looks complete and is not is the failure mode this skill exists to50prevent.5152## Prerequisites5354- **Inputs (mandatory):** the operative text — provisions, clauses, schedules,55 annexes. Not a summary, not a marketing overview, not a press release.56- **Inputs (mandatory):** which instrument version and as at what date, and57 whether it is in force, transitional, or in consultation.58- **Inputs (mandatory for a regulatory instrument):** which of your applicable59 regulator(s) and jurisdiction(s) the instrument belongs to, and which entity or60 entities in the group it is being extracted for. **Ask.** The same activity is61 regulated differently by different authorities and a register attached to the62 wrong entity is worse than none.63- **Inputs (mandatory for a contract):** the parties and their defined roles, the64 effective and expiry dates, and any documents incorporated by reference.65- **Inputs (needed for the deadline column):** the dates the instrument keys off —66 in-force, first reporting date, transitional end, notice periods, term dates.67- **Inputs (if extracting from a PDF or scan):** confirmation the text layer is68 reliable. If pages are images or the extraction is lossy, say which pages and do69 not extract from them.70- **Access:** none required.7172If a mandatory input is missing, name it and stop.7374## Procedure7576### 1. Inventory the source before extracting7778List every section, schedule, annex and incorporated document, and mark each79supplied or not supplied. Record the defined-terms section separately — obligations80turn on definitions more often than on the operative words, and a scope term left81undefined makes every row that uses it provisional.8283### 2. Extract atomically — one testable duty per row8485Split on the duty, not on the sentence. A single clause commonly contains several:86notify, notify **within a period**, notify **in a specified form**, and retain87evidence of having notified. Each is separately testable, separately capable of88failing, and separately evidenced. If a row cannot be answered "done / not done"89on its own, it is not yet atomic.9091The register columns:9293| Column | Content | Failure if omitted |94| --- | --- | --- |95| ID | Stable reference for the row | Nothing downstream can cite it |96| Provision reference | Section, clause, paragraph, page — precise enough to find in seconds | The register stops being auditable |97| Verbatim text | The operative words, quoted | Paraphrase drift; the whole point of the register |98| Obligated party | Who is bound: the entity, a specific role, a counterparty, or both | Duties get tracked against the wrong side |99| Beneficiary | Who it is owed to — regulator, client, counterparty, employee | Notification routes are guessed later |100| Modality | Must / must not / should / may — as the text words it | Discretions become duties and duties become options |101| Trigger | The event or state that makes it bite; standing obligations marked "continuous" | Everything looks always-on and nothing is prioritised |102| Deadline or frequency | The period, and **the date it runs from**, quoted | A deadline with no start date is untrackable |103| Conditions and carve-outs | Thresholds, exemptions, proportionality, transitional relief | Applies rules to entities they do not bind |104| Evidence of compliance | What a reviewer would need to see: a record, an approval, a report, a log, a signed document | The register cannot be assured against |105| Consequence | The stated sanction, remedy or termination right, if the text states one | Prioritisation becomes arbitrary |106| Dependencies | Other rows this one presumes | Sequencing errors in remediation |107| Confidence | Direct / interpretive / open | Silently mixes reading with reasoning |108109**Confidence values.** *Direct* — the text states it. *Interpretive* — the duty110follows from the text but needs a stated reading, which must be written out in the111row. *Open* — the text does not settle it. Open rows are questions for counsel,112not gaps to be closed by inference. Report the count of each; a register that is113100% direct on a complex instrument has probably lost the hard parts.114115### 3. Test applicability at row level, not document level116117An instrument applying to the organisation does not mean every provision does.118For each row, record whether it applies to the entity in scope and why — the119permission, activity, threshold, client category or contractual role that brings120it in. Where applicability is uncertain, mark it open. Do not delete121non-applicable rows: record them as not applicable with the reason, because that122reasoning is exactly what is challenged later when the business changes.123124### 4. Normalise deadlines into something trackable125126Convert each period into: the trigger event · the duration and its unit · whether127days are calendar or business as the text specifies · the resulting due date or128recurrence. Where the text does not specify calendar or business days, that is an129open row, not an assumption. Recurring obligations get their frequency and their130first occurrence.131132### 5. Cross-check for the classic omissions133134Sweep specifically for duties that hide outside the operative clauses: record135retention and its period; the duty to notify a change of circumstance; training136and competence; governance and approval requirements; reporting and its form;137audit, inspection and access rights; sub-contracting and onward flow-down; exit,138termination and transition assistance; and duties that survive termination.139Flow-down and survival are the two most commonly missed in contract extraction.140141### 6. Quality-check the register before issue142143Does every row cite a provision? Can every row be answered done / not done? Does144every deadline have a start date? Is every defined term used in a row actually145defined in the supplied text? Is the not-supplied list stated at the top of the146output rather than in a footnote? Is the count of open rows stated? If the answer147to any of these is no, the register is not ready to hand on.148149### 7. Hand the register on — it is an input, not a deliverable150151The register states duties. It does not state whether they are met. Control152mapping, gap assessment and remediation planning are the next step and belong to153`legal-compliance-regulatory-change-impact`, which consumes this register directly154and cannot be run properly without one.155156## Boundaries157158- **Not for** assessing impact, mapping obligations to existing controls, or159 building a remediation plan — that is160 `legal-compliance-regulatory-change-impact`. That skill's applicability test and161 gap assessment start from the register this one produces; run this first when it162 has no register, and route to it immediately afterwards.163- **Not for** negotiating, redlining or advising on the acceptability of contract164 terms — that is `legal-compliance-contract-review`.165- **Not for** writing the internal policy or standard that implements an166 obligation — that is `legal-compliance-policy-drafting`.167- **Not for** answering a counterparty's questions about the controls that satisfy168 these obligations — that is `legal-compliance-questionnaire-response`.169- **Not for** giving legal advice, opining on interpretation where the text is170 ambiguous, or concluding on compliance or breach. Open rows go to counsel.171172## Hand-offs173174- **Receives from:** the compliance monitoring function, contract owners, and175 `legal-compliance-regulatory-change-impact` when that skill is invoked without a176 register to work from.177- **Routes to:** `legal-compliance-regulatory-change-impact` — the register is its178 mandatory input for applicability testing, control mapping and remediation179 planning.180- **Routes to:** `legal-compliance-policy-drafting` where an obligation needs an181 internal policy to implement it.182- **Routes to:** `legal-compliance-contract-review` where extraction surfaces a183 term that needs renegotiating rather than tracking.184- **Routes to:** `operations-sop-authoring` where an obligation needs a repeatable185 operational procedure and evidence trail.186- **Escalates to:** counsel for every open row and every interpretive row whose187 stated reading carries material consequence.
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