# Review Material Contract Review > Guides preparation of a contract-by-contract risk assessment and discrepancy log for a proposed acquisition where multiple contract types must be reviewed against a summary spreadsheet and draft SPA definitions. - Skill: `finchipaiorg/review-material-contract-review` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/review-material-contract-review` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/review-material-contract-review/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Data & Analytics - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/review-material-contract-review --- # Skill: Material Contract Review — Risk Assessment and Discrepancy Log ## 1. Subject-matter triage (only if applicable) - Identify the universe of contracts in the data room, then reconcile that universe against the summary spreadsheet before analyzing substantive risk. - Separate reviewed contracts into categories that warrant specialized treatment, including employment, real estate, joint venture/co-development, IP licensing, and ordinary commercial arrangements. - Flag any contract listed in the spreadsheet but not available in the data room as a missing-document issue, not merely a clerical note. - Determine whether the SPA’s material contract definition changes disclosure treatment, diligence priority, or the need to list the contract on a disclosure schedule. ## 2. Failure modes the skill is correcting - The contract review repeats spreadsheet labels without confirming that the underlying contract text matches the summary description. - Missing contracts are overlooked because the reviewer treats the spreadsheet as descriptive rather than as a diligence baseline. - The SPA material contract definition is not used as the organizing rule for whether a contract is within scope for disclosure and risk analysis. - The review identifies issues but does not tie them to deal consequences, making the memo difficult to use in acquisition decision-making. - Specialized agreements are treated as generic commercial contracts, causing key provisions in employment, lease, JV, and IP arrangements to be missed. - The discrepancy log records differences without ranking them by transaction significance or operational impact. - The output becomes a narrative summary instead of a contract-by-contract diligence product that the deal team can action. ## 3. Legal frameworks / domain conventions that apply - SPA material contract analysis: use the transaction documents’ definition to classify each agreement and determine disclosure implications. - Contract-by-contract diligence convention: assess each agreement on its own terms, then compare it to the spreadsheet summary and the draft SPA framework. - Change-of-control and anti-assignment principles: identify consent, termination, or default triggers that may be activated by the acquisition. - Core commercial risk review: term, renewal, termination, exclusivity, minimum commitments, volume obligations, indemnities, liability caps, governing law, and dispute resolution. - Employment agreement review: change-of-control severance, restrictive covenants, IP assignment, confidentiality, and post-employment obligations. - Lease review: assignment, change-of-control consent, landlord approval, renewal options, purchase rights, and early termination exposure. - JV/co-development review: governance, reserved matters, exit rights, buy-out mechanics, dissolution triggers, and IP ownership/use rights. - IP license review: scope of licensed rights, field-of-use restrictions, sublicense rights, ownership of improvements, and change-of-control effects. - Disclosure practice: a discrepancy matters if it changes the legal characterization of the contract, the disclosure obligation, or the buyer’s post-closing operating flexibility. ## 4. Analytical scaffolds - Start with the universe: list the contracts in the spreadsheet, identify which are present in the data room, and identify which are missing or mislabeled. - For each available contract, compare the spreadsheet summary to the operative text and classify the match as consistent, incomplete, overstated, understated, or contradictory. - For each contract, ask first whether it is within the SPA material contract definition; then assess whether any provision creates buyer-side closing, consent, disclosure, or operating risk. - Use a standardized issue pass for every contract: identify the provision, explain why it matters in the acquisition context, and state whether it changes disclosure, consents, or integration planning. - Apply specialized analysis where the contract type demands it; do not force a single commercial checklist onto all agreements. - When multiple contracts of the same type appear, evaluate each one individually rather than collapsing them into a representative sample. - For each issue, connect the provision to the relevant contract summary, the SPA disclosure treatment, and the practical consequence for closing or post-closing operations. - Prioritize the discrepancy log by transaction significance, not by drafting neatness, and make the highest-impact mismatches immediately visible. - End each advisory note with a concrete next step tied to the deal process, not a general observation. ## 5. Vertical / structural / temporal relationships (only if applicable) - Track how contract rights change at signing, closing, post-closing integration, renewal dates, and termination events. - Distinguish pre-closing consent requirements from post-closing operational restrictions. - Treat parent-level or affiliate-level obligations as relevant when they can bind the acquired business after closing. - Where a contract interacts with another source document, note the interaction explicitly rather than evaluating the contract in isolation. - If the spreadsheet says one thing and the contract says another, identify which statement is more favorable to the buyer and why the difference matters for closing or disclosure. ## 6. Output structure conventions - Produce three work products: a contract checklist, a risk assessment memorandum, and a discrepancy log. - In the checklist, include for each contract: name or identifier, contract type, SPA material-contract status, core risks, and any missing-document or mismatch flags. - In the memorandum, organize issues by contract or contract category, and for each issue state the contract, the provision at issue, the buyer-side risk, the disclosure or consent implication, and the recommended transaction response. - In the discrepancy log, record each variance between the spreadsheet and the underlying contract text, including the spreadsheet description, the actual contract term, and the significance of the mismatch. - Use an explicit severity scale once and apply it consistently across all issue entries; define the scale in the deliverable itself. - For each issue entry, include enough detail to show why it matters in the acquisition context, but do not pad with unnecessary recitation of the contract. - If a contract is unavailable, mark it clearly as missing and explain the diligence consequence. - End the memo with a concise Recommended Actions section that assigns the next step to the relevant deal role and ties it to the transaction timeline.