# Extract Key Terms Tech Licensing Term Sheet > Preparing a board-ready key-terms extraction memo from a technology licensing term sheet and related side materials, requiring identification of conflicts, risk flags, and negotiation recommendations. - Skill: `finchipaiorg/extract-key-terms-tech-licensing-term-sheet` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/extract-key-terms-tech-licensing-term-sheet` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/extract-key-terms-tech-licensing-term-sheet/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/extract-key-terms-tech-licensing-term-sheet --- # Skill: Extract Key Terms from Technology Licensing Term Sheet ## 1. Subject-matter triage - Treat the term sheet as the baseline instrument, then reconcile it against any side letter and contemporaneous internal emails before you finalize any extracted term. - Separate the record into: confirmed economics, confirmed control/governance terms, confirmed IP allocation, confirmed exit/termination terms, conflicts, and open points. - If only one licensing relationship is in scope, say so affirmatively; if multiple arrangements, channels, fields, or amendments appear, enumerate them before analysis and keep each track distinct. - This is a board-ready extraction memo, not a contract draft or pure diligence note: the output must convert source documents into decision-useful terms, risks, and recommendations. ## 2. Failure modes the skill is correcting - Extracting headline commercial terms without reconciling deviations in side materials or internal communications. - Collapsing confirmed terms and tentative points into a single narrative, which obscures what is binding, disputed, or still negotiable. - Missing structural risks common in technology licensing, including royalty stacking, overly broad post-termination rights, weak audit mechanics, inadequate change-of-control handling, and deadlock-prone governance. - Treating internal emails as background only, rather than as evidence of negotiated departures or soft commitments that may affect interpretation and leverage. - Failing to connect each issue to its practical consequence for the client’s economics, operating flexibility, or IP position. - Giving recommendations that are generic, untethered to a responsible internal role, or untethered to the deal timeline. ## 3. Legal frameworks / domain conventions that apply - Read the term sheet, side letter, and internal emails as a connected negotiation record; later or more specific language may qualify earlier language, and conflicts must be called out explicitly. - A side letter may modify, narrow, or carve out term-sheet language even if it is shorter or less formal; reconcile both instruments clause by clause where they overlap. - Internal emails may evidence a negotiated position that never made it cleanly into the final text; flag those departures as risk items and, where material, as drafting gaps. - For any license grant, extract scope by technology, field of use, territory, exclusivity, sublicensing rights, and any reserved rights. - For royalty provisions, identify the base, rate, reporting cadence, deductions or offsets, audit mechanics, and any stacking or pass-through issues. - For milestone or contingent payments, extract trigger events, certification or notice mechanics, cure or dispute process, and whether the metric is objective or party-controlled. - For governance arrangements, capture committee composition, voting thresholds, veto rights, escalation steps, and deadlock resolution. - For IP provisions, capture ownership of background IP, improvements, prosecution control, enforcement rights, and any compelled assignment language. - For termination, capture breach-based triggers, cure periods, post-termination survival, transition assistance, and any residual or wind-down license scope. - For transfer and corporate change events, capture assignment restrictions, consent rights, termination rights, and change-of-control consequences. - For any legal proposition or interpretive point stated in the memo, anchor it to the governing source text in the record or to the applicable contract-interpretation principle commonly used for transactional analysis; do not state a conclusion without naming the textual basis or convention supporting it. ## 4. Analytical scaffolds - Start by listing the source documents and the role each plays in the reconciliation hierarchy: primary deal paper, side modification, and evidence of negotiation history. - Extract the deal terms in a structured pass: - economics, - license scope, - IP ownership and prosecution, - governance, - performance obligations, - transfer/change-of-control, - termination and post-termination rights, - dispute resolution, - representations, warranties, and indemnities. - For each extracted term, identify the document and clause or email thread that supports it, then note whether the point is confirmed, modified, ambiguous, or contested. - Cross-check every material term against the other source documents to identify: - express overrides, - implicit carve-outs, - omitted protections, - inconsistent definitions, - and unresolved drafting tension. - For each risk flag, state: - why the issue matters commercially or operationally, - which source provisions interact, - and what leverage or fix should be pursued. - Prioritize items that affect economics, exclusivity, control, enforceability, or exit value. - If an issue depends on missing facts or a pending decision, label it as open rather than inferred. ## 5. Vertical / structural / temporal relationships - Track the order of documents and the timing of any email commitments relative to the term sheet and side letter; later communications may narrow or broaden prior points. - Where a provision operates only after a trigger, separate the trigger from the consequence so the memo does not blur current obligations with future contingencies. - Where rights or obligations survive termination, distinguish between surviving payment, confidentiality, audit, IP, and dispute provisions. - Where the deal contemplates escalation, map the sequence from business-level discussion to committee review to final decision maker, including any deadlock path. - Where there is a change in control, assignment, or restructuring concept, distinguish permitted transfers from transactions that require consent or create termination leverage. - If multiple time periods or performance windows appear, keep them distinct rather than blending them into a single period. ## 6. Output structure conventions - Write a board-ready memo with clear headings in conventional deal-analysis form, not a clause-by-clause restatement. - Include an opening snapshot that states the transaction posture, the most material negotiated deltas, and the top risks. - Present confirmed key terms by topic, with source citations for each extracted term. - Follow with a dedicated conflicts section that compares the term sheet, side letter, and emails and states the practical effect of each inconsistency. - Add a risk section in ordinal severity order using one consistent scale defined once at the top; each entry should include the severity label, the issue, the source interaction, the consequence, and the recommended negotiation posture. - Distinguish confirmed terms from open items requiring business or board decision. - End with an explicit Recommended Actions block that gives an imperative action, the responsible role or owner, and a timing anchor tied to the signing, diligence, approval, or closing sequence. - Keep the memo concise, decision-oriented, and readable for a board audience; do not reproduce whole source passages unless a verbatim quote is necessary to surface a material discrepancy.