When to use
Use this when a contract has been amended one or more times and you need a single reliable view of what the terms actually are today. It reconstructs the chain from base agreement through every amendment, order form, and SOW so nobody negotiates against a superseded clause.
Not for: the substantive review of any single document (use the review skills), or tracking renewal deadlines (coml-renewal-tracker). It records changes; it does not judge them.
Method
- Assemble the full document set in date order: base agreement, then each amendment, addendum, order form, and SOW.
- For each amendment, record the date, the sections it touches, what changed (old → new), and the stated reason if given.
- Resolve conflicts using the ordering rules: later amendments override earlier ones; check whether order forms or the master agreement control when they disagree.
- Compile the current effective terms — the net result after all amendments — so the live position is unambiguous.
- Escalation gate: if an amendment quietly shifted a gate term (liability, IP, indemnity, data), or if the controlling-document order is unclear, flag it to counsel.
- Note any gaps: missing signatures, undated amendments, or referenced documents you do not have.
Example
Base MSA (2024) liability cap = 12 mo fees. Amendment 1 (2025) raised cap to 24 mo, reason "expanded scope". Amendment 2 (2026) added a data-processing addendum. Current effective terms: cap 24 mo fees; DPA in force. Conflict check: Order Form #7 restated a 12-mo cap — superseded by Amendment 1 per the "latest controls" rule; flagged to counsel to confirm the order form did not intend to re-lower it.
Pitfalls
- Reading the base agreement as current when a later amendment already changed the clause.
- Missing which document controls when an order form and the master agreement conflict.
- Undated or unsigned amendments treated as effective without confirmation.
- Losing referenced side letters or addenda that alter the terms.
Output format
AMENDMENT HISTORY — <contract> | as of <date>
Chain:
- <date> <doc> — <sections> — <old → new> — reason: <...>
Controlling-document order: <rule applied>
Current effective terms:
- <clause>: <live position>
Conflicts / gaps: <items>
Escalated to counsel: <items or none>
Reference
Attorney-escalation gate — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.
NDA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Term |
2-3 yr (trade secrets survive longer) |
up to 5 yr |
perpetual on ordinary CI |
| Mutuality |
mutual |
one-way when we only disclose |
one-way binding us as recipient |
| CI definition |
marked or reasonably identifiable |
all disclosed |
"anything discussed", no carve-outs |
| Carve-outs |
public / independently developed / rightfully received / compelled |
narrowed set |
none |
| Residuals |
none |
narrow, memory-only |
broad reuse license |
| Remedies / law |
mutual injunctive, our or neutral law |
neutral law, no bond |
one-sided + liquidated damages |
SaaS / MSA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Liability cap |
12 mo fees |
24 mo fees |
uncapped for us / their cap ≤3 mo |
| Cap carve-outs |
IP, confidentiality, data breach |
+ willful misconduct |
breach uncapped against us only |
| Indemnity |
mutual IP; vendor covers data breach |
mutual |
we indemnify their product |
| Data |
customer owns; export on exit |
customer owns |
vendor licenses or resells data |
| Security / SLA |
SOC 2 + 99.9% + credits |
99.5% |
no SLA, no security terms |
| Auto-renew |
opt-in, 30-day notice |
60-day notice |
evergreen, 90-day, uncapped uplift |
| Price increase |
CPI or ≤5% |
≤7% |
uncapped at renewal |
Vendor / services clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Payment |
net-30 / net-45 |
net-15 |
full prepay, no milestones |
| IP in deliverables |
work-for-hire to us |
perpetual license to us |
vendor retains |
| Insurance |
≥$1M GL + cyber |
$500K |
none |
| Termination |
for cause + convenience, 30-day |
for cause only |
locked full term, no exit |
| Audit / compliance |
annual audit right |
on cause |
none |
Renewal-notice tracking
| Field |
Capture |
| Effective / expiry date |
contract dates |
| Notice window |
e.g. 60 days pre-expiry |
| Notice deadline |
expiry − window (put on the calendar) |
| Auto-renew |
yes/no + renewal term |
| Reminders |
90 / 60 / 30-day pings to the owner |
1---2name: coml-amendment-history3description: Build and maintain the amendment and version history of a contract — what changed, when, why, and the current effective terms across the base agreement and all amendments.4---56## When to use78Use this when a contract has been amended one or more times and you need a single reliable view of what the terms actually are today. It reconstructs the chain from base agreement through every amendment, order form, and SOW so nobody negotiates against a superseded clause.910**Not for:** the substantive review of any single document (use the review skills), or tracking renewal deadlines (coml-renewal-tracker). It records changes; it does not judge them.1112## Method13141. Assemble the full document set in date order: base agreement, then each amendment, addendum, order form, and SOW.152. For each amendment, record the date, the sections it touches, what changed (old → new), and the stated reason if given.163. Resolve conflicts using the ordering rules: later amendments override earlier ones; check whether order forms or the master agreement control when they disagree.174. Compile the current effective terms — the net result after all amendments — so the live position is unambiguous.185. **Escalation gate:** if an amendment quietly shifted a gate term (liability, IP, indemnity, data), or if the controlling-document order is unclear, flag it to counsel.196. Note any gaps: missing signatures, undated amendments, or referenced documents you do not have.2021## Example2223Base MSA (2024) liability cap = 12 mo fees. Amendment 1 (2025) raised cap to 24 mo, reason "expanded scope". Amendment 2 (2026) added a data-processing addendum. Current effective terms: cap 24 mo fees; DPA in force. Conflict check: Order Form #7 restated a 12-mo cap — superseded by Amendment 1 per the "latest controls" rule; flagged to counsel to confirm the order form did not intend to re-lower it.2425## Pitfalls2627- Reading the base agreement as current when a later amendment already changed the clause.28- Missing which document controls when an order form and the master agreement conflict.29- Undated or unsigned amendments treated as effective without confirmation.30- Losing referenced side letters or addenda that alter the terms.3132## Output format3334```35AMENDMENT HISTORY — <contract> | as of <date>36Chain:37 - <date> <doc> — <sections> — <old → new> — reason: <...>38Controlling-document order: <rule applied>39Current effective terms:40 - <clause>: <live position>41Conflicts / gaps: <items>42Escalated to counsel: <items or none>43```4445## Reference4647**Attorney-escalation gate** — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.4849### NDA clauses50| Clause | Standard | Fallback | Walk-away |51|---|---|---|---|52| Term | 2-3 yr (trade secrets survive longer) | up to 5 yr | perpetual on ordinary CI |53| Mutuality | mutual | one-way when we only disclose | one-way binding us as recipient |54| CI definition | marked or reasonably identifiable | all disclosed | "anything discussed", no carve-outs |55| Carve-outs | public / independently developed / rightfully received / compelled | narrowed set | none |56| Residuals | none | narrow, memory-only | broad reuse license |57| Remedies / law | mutual injunctive, our or neutral law | neutral law, no bond | one-sided + liquidated damages |5859### SaaS / MSA clauses60| Clause | Standard | Fallback | Walk-away |61|---|---|---|---|62| Liability cap | 12 mo fees | 24 mo fees | uncapped for us / their cap ≤3 mo |63| Cap carve-outs | IP, confidentiality, data breach | + willful misconduct | breach uncapped against us only |64| Indemnity | mutual IP; vendor covers data breach | mutual | we indemnify their product |65| Data | customer owns; export on exit | customer owns | vendor licenses or resells data |66| Security / SLA | SOC 2 + 99.9% + credits | 99.5% | no SLA, no security terms |67| Auto-renew | opt-in, 30-day notice | 60-day notice | evergreen, 90-day, uncapped uplift |68| Price increase | CPI or ≤5% | ≤7% | uncapped at renewal |6970### Vendor / services clauses71| Clause | Standard | Fallback | Walk-away |72|---|---|---|---|73| Payment | net-30 / net-45 | net-15 | full prepay, no milestones |74| IP in deliverables | work-for-hire to us | perpetual license to us | vendor retains |75| Insurance | ≥$1M GL + cyber | $500K | none |76| Termination | for cause + convenience, 30-day | for cause only | locked full term, no exit |77| Audit / compliance | annual audit right | on cause | none |7879### Renewal-notice tracking80| Field | Capture |81|---|---|82| Effective / expiry date | contract dates |83| Notice window | e.g. 60 days pre-expiry |84| Notice deadline | expiry − window (put on the calendar) |85| Auto-renew | yes/no + renewal term |86| Reminders | 90 / 60 / 30-day pings to the owner |
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