Material Contract Schedule

Codex v1 local-input note: This migrated skill supports local files and pasted text by default. References to Drive, CLM IDs, Slack, Westlaw, iManage, Ironclad, eDiscovery, dockets, or other remote systems require a separately configured Codex connector/MCP server. When a connector is unavailable, ask for a local export, local file path, or pasted excerpts. If config/local/codex-for-legal/<practice>/CLAUDE.md is missing, ask the user to run the relevant cold-start-interview or customize skill and copy from config/templates/codex-for-legal/<practice>/CLAUDE.md.

$corporate-legal:material-contract-schedule

1. Load purchase agreement → Material Contract definition + schedule format.
2. Use the workflow below.
3. Apply definition to diligence findings. Flag edge cases.
4. Format per agreement. Consent overlay feeds closing checklist.

Matter context

Matter context. Check ## Matter workspaces in the practice-level CLAUDE.md. If Enabled is ✗ (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run $corporate-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md for matter-specific context and overrides. Write outputs to the matter folder at config/local/codex-for-legal/corporate-legal/matters/<matter-slug>/. Never read another matter's files unless Cross-matter context is on.

Purpose

The purchase agreement has a rep: "Schedule 3.X lists all Material Contracts." This skill builds that schedule from the diligence findings — which contracts are material per the agreement's definition, in the format the agreement requires.

Load context

• Purchase agreement draft — for the definition of "Material Contract" and the schedule format
• config/local/codex-for-legal/corporate-legal/CLAUDE.md → materiality thresholds (may differ from the agreement definition — use the agreement's)
• Diligence findings from diligence-issue-extraction — contract-level data

Workflow

Step 1: Get the definition

Pull the definition of "Material Contract" from the purchase agreement — the PA definition controls. Deal-structure differences (stock vs. asset vs. merger) can change how a prong is interpreted, and regulated-industry overlays (healthcare, defense, financial services, telecom, government contracting) can add consent requirements that live outside the PA. If the deal involves any of those overlays, research the applicable anti-assignment or novation rules (for example, federal contracts, government contracting novation, sector-specific consent statutes) and cite the controlling rule.

Common prong categories to look for in the PA definition — these are not a substitute for reading the PA, and the list the PA uses controls:

• Dollar-value threshold (annual or aggregate)
• Term length
• Change-of-control or anti-assignment provision
• Exclusivity or non-compete
• Top N customer or supplier contracts
• Real property leases
• IP licenses (in-bound and out-bound)
• Related-party agreements
• Government contracts
• Contracts outside the ordinary course

The PA's definition is the test. Apply it mechanically — every contract that meets any prong in the PA's definition goes on the schedule.

Step 2: Apply the definition to the findings

For each contract reviewed in diligence:

Edge cases to flag for human decision:

• Contract is $X-1 (just under threshold) but important to the business
• Contract meets a prong but is being terminated anyway
• Oral agreements or side letters that may or may not count

Step 3: Gather schedule data

For each included contract, the schedule typically needs:

Pull from existing diligence extractions. If a field is missing, flag it — don't guess.

Step 4: Format per the agreement

Disclosure schedules have a format — usually a numbered list or a table, sometimes with sub-parts by contract type. Match the format of the other schedules in the draft agreement.

## Schedule 3.[X] — Material Contracts

The following are the Material Contracts as of the date hereof:

### (a) Customer Contracts

1. [Agreement Title], dated [date], between [Target] and [Counterparty].
   [Brief description if the format calls for it.]
   [VDR: path]

2. [...]

### (b) Supplier Contracts

[...]

### (c) Real Property

[...]

[etc. — sub-parts per the agreement's definition structure]

Step 5: Consent tracking overlay

Separately (not in the schedule itself — this is internal), track which scheduled contracts require consent.

The consent overlay and any pre-delivery working draft of the schedule are derived from privileged diligence materials and inherit their privilege and confidentiality status — distribution beyond the privilege circle can waive privilege. The schedule itself, once delivered as an exhibit to the executed PA, is a deal document and is not privileged; strip any internal annotations before delivery.

This feeds closing-checklist.

Cross-check

Before delivering:

• Every contract that met a prong is on the schedule (completeness)
• No contract is on the schedule that doesn't meet a prong (no over-disclosure — it's a rep, not a data dump)
• Schedule is consistent with the other reps (a contract on Schedule 3.X that creates a lien should also be on the liens schedule)
• Every entry has a VDR cite so buyer's counsel can find the underlying doc

Handoffs

• From diligence-issue-extraction: Contract-level findings are the input.
• To closing-checklist: Consent items go on the checklist.

What this skill does not do

• It doesn't decide the materiality definition — that's in the purchase agreement.
• It doesn't obtain consents — it tracks which ones are needed.
• It doesn't draft the rep — it populates the schedule the rep references.