/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 ~/.claude/plugins/config/claude-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
• ~/.claude/plugins/config/claude-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

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