# Clause Checklist En

> 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.

- Skill: `matematicsolutions/clause-checklist-en` (Agent Skill)
- Install (CLI): `npx skillmds@latest add matematicsolutions/clause-checklist-en`
- Raw SKILL.md: https://api.skillmd.com/api/skills/matematicsolutions/clause-checklist-en/raw
- Safety review: pending
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Security
- License: Apache-2.0
- Author: matematicsolutions (https://skillmd.com/u/matematicsolutions)
- Updated: 2026-09-17
- Page: https://skillmd.com/skills/matematicsolutions/clause-checklist-en

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# 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.

## Output format

```
RED FLAGS (top):
- ABSENT: <category, applicable to this deal> - <why this deal needs it>
- RISKY: <category> - <how it is one-sided>
(a category marked not applicable never becomes a red flag)

41-CATEGORY TABLE:
| Category | Applicable | Status | Note | Quote (if present) |
| Governing law | yes | present | New York; courts of NY | "..." |
| Cap on liability | yes | absent | no liability ceiling | - |
| Source code escrow | no - no software licensed | n/a | - | - |
...
```

## Limits

- A presence-and-risk checklist, not an interpretation of clause wording. Whether a clause is
  effective, and the recommendation, are the lawyer's.
- The taxonomy is common-law-oriented at source (CUAD); for a specific jurisdiction add local-law
  anchors (for Poland, see klauzule-kontraktowe-pl).
- Descriptive references without a clause ("the parties intend to cooperate") have nothing to match -
  mark as "no clause, manual check".

## Attribution

The 41-category clause taxonomy is based on **CUAD (Contract Understanding Atticus Dataset)**, The
Atticus Project, **CC BY 4.0** (https://www.atticusprojectai.org/cuad). Category descriptions and the
risk framing are MateMatic's own. MateMatic interpretation, not the position of any bar or regulator.