Guide · Agent skill
How to use the Material Contracts Disclosure Schedule agent skill
Updated · written with AI from the project's own documentation and checked against our catalogue data
The material-contract-schedule skill is a set of instructions that lets an AI agent, such as Claude, build the list of material contracts a seller must disclose in an M&A deal. It is written for in-house or outside corporate lawyers, deal teams and paralegals who already have a purchase agreement draft and diligence findings. After this guide you will know what the skill does, how to install it, how to ask for it in plain language, and where a lawyer still has to check the output.
Quick start
- 1Download the ZIP. Download the material-contract-schedule ZIP from this page.
- 2Install the skill. Unzip it into ~/.claude/skills/ for personal use, or into a project's .claude/skills/ folder, or upload it under Settings → Capabilities → Skills in the Claude apps.
- 3Gather inputs. Collect the purchase agreement draft containing the Material Contract definition and schedule format, plus the diligence findings from diligence-issue-extraction.
- 4Make the request. Ask in plain language, for example "build the contracts schedule" or "draft Schedule 3.X material contracts list", and attach or point to the inputs.
- 5Review edge cases. Decide each borderline contract flagged by the agent and confirm any missing fields rather than accepting guesses.
- 6Check the cross-check items. Confirm completeness, no over-disclosure, consistency with other schedules such as liens, and a VDR cite for every entry.
- 7Lawyer sign-off. Have a lawyer review the schedule before delivery and strip internal annotations and the consent overlay from the exhibit.
What the skill makes the agent do
The purchase agreement contains a representation along the lines of "Schedule 3.X lists all Material Contracts." This skill builds that schedule. It reads the agreement's definition of "Material Contract," checks each contract reviewed in diligence against the tests in that definition, and flags borderline cases for a human decision.
The agent then formats the included contracts as a numbered schedule that matches the other schedules in the draft agreement. It also prepares an internal consent-tracking table, which is kept separate from the schedule and feeds a closing checklist.
- Loads the Material Contract definition and schedule format from the purchase agreement
- Applies each prong of the definition to the diligence findings
- Flags edge cases, such as contracts just under a threshold or contracts being terminated anyway
- Collects schedule fields (counterparty, date, term, value, prong met, consent required, VDR reference)
- Runs a cross-check for completeness, over-disclosure and VDR citations
Install the skill from a ZIP file or the Claude apps
You can install the skill in one of three ways. The first two use the ZIP file downloaded from this page. Unzip it into your personal skills folder at ~/.claude/skills/, or into a project's .claude/skills/ folder if you want the skill available only in that project.
If you use the Claude apps, you can instead upload the skill under Settings → Capabilities → Skills.
- Download the ZIP from this page
- Personal use: unzip into ~/.claude/skills/
- Project use: unzip into the project's .claude/skills/ folder
- Claude apps: upload under Settings → Capabilities → Skills
~/.claude/skills/Prerequisites: what you need before you start
The skill depends on inputs you must supply. Without a purchase agreement draft it cannot work, because it relies on the agreement's definition and format and does not decide materiality on its own.
A practice-level CLAUDE.md configuration file for the matter workspace and materiality settings is optional and depends on your setup. The skill also needs access to the claude-for-legal corporate-legal plugin folder structure.
- A purchase agreement draft containing the Material Contract definition and schedule format (required)
- Diligence findings from the diligence-issue-extraction skill (required)
- A practice-level CLAUDE.md configuration file for matter workspace and materiality settings (optional)
- Access to the claude-for-legal corporate-legal plugin folder structure
Trigger the skill with natural requests
You do not need to type a command. The skill is designed to start when you use phrases such as "build the contracts schedule," "disclosure schedule," "schedule 3.X," "material contracts list," or when you are drafting disclosure schedules. The skill also accepts an argument: a path to the purchase agreement, or the Material Contract definition pasted into the chat.
Give the agent the agreement and the diligence findings in the same request so it can apply the definition to the contracts.
- "Build the contracts schedule from the attached purchase agreement and diligence findings."
- "Draft Schedule 3.X material contracts list using the Material Contract definition in section 1.1."
- "Create the disclosure schedule and a consent tracker for the closing checklist."
Review the output: edge cases and the consent overlay
The agent does not simply output a list. It produces a table showing, for each contract reviewed, which prong or prongs it meets and whether it is included. Contracts that are borderline go into a separate list for a human decision. Examples include a contract just under a dollar threshold but important to the business, and oral agreements or side letters whose status is unclear.
The consent tracker is internal. It records which scheduled contracts need consent, their status, an owner and a due date. The skill notes that this overlay and any pre-delivery working draft are derived from privileged diligence materials. Strip internal annotations before the schedule is delivered as an exhibit to the executed purchase agreement.
- Inclusion table: contract, prongs met, include yes or no
- Edge-case list for lawyer decision
- Consent tracker: schedule number, counterparty, consent required, status, owner, due date
- Strip internal annotations before delivery
Safety notes: scripts and network access
This skill runs no scripts and uses no network access, according to its listed details. It works from the documents you provide and the folder structure of the plugin. Because it handles privileged deal materials, keep working drafts within the privilege circle and do not forward the consent overlay outside it.
For regulated-industry or non-US deals, the skill says to research applicable anti-assignment or consent rules, but the file gives no sources. You must verify those rules independently.
- No scripts are run
- No network use
- Working drafts and the consent overlay may be privileged; limit distribution
- Non-US or sector-regulated consent rules must be verified independently
Tips for better results
Give the agent the complete purchase agreement definition and schedule format, not a summary. The skill applies the agreement's definition mechanically, so a summary can change the result.
Check the CLAUDE.md materiality thresholds against the agreement. The skill uses the agreement's definition when the two differ.
Make sure every included entry has a VDR reference so buyer's counsel can find the underlying document. Fill in missing fields rather than letting the agent guess them.
- Paste the full Material Contract definition and schedule format
- Treat the agreement's definition as controlling over CLAUDE.md thresholds
- Require a VDR reference for every entry
- Ask the agent to flag any missing field instead of guessing
What people use it for
- Building Schedule 3.X material contracts list for a stock or asset purchase agreement from diligence findings
- Producing a first-pass schedule that paralegals can trace back to source documents by VDR path
- Creating an internal consent tracker that feeds a closing checklist
- Checking a draft schedule for contracts that meet a prong but were left off, or listed without meeting any prong
Frequently asked questions
What is the material-contract-schedule skill?
It is an agent skill that builds the Material Contracts disclosure schedule for a purchase agreement. It applies the agreement's Material Contract definition to diligence findings, flags borderline cases for a lawyer, and formats the result as a numbered schedule.
How do I install the material contract schedule skill?
Download the ZIP from this page and unzip it into ~/.claude/skills/ for personal use, or into a project's .claude/skills/ folder. In the Claude apps, you can instead upload it under Settings → Capabilities → Skills.
What do I need to use this skill?
You need a purchase agreement draft containing the Material Contract definition and schedule format, and diligence findings from the diligence-issue-extraction skill. A practice-level CLAUDE.md file for matter workspace and materiality settings is optional, and the skill needs access to the claude-for-legal corporate-legal plugin folder structure.
Is the material contract schedule skill free, and what is its licence?
The skill is listed under the Apache-2.0 licence. This page does not state any pricing, so check the directory listing for any cost information.
Does the skill decide which contracts are material?
No. It applies the materiality definition in the purchase agreement and does not decide materiality itself. Borderline contracts are flagged for a human decision, and a lawyer must review the final output.
Does the skill run scripts or use the internet?
According to its listed details, it runs no scripts and uses no network access. It works from the documents you provide and the plugin folder structure.
How is this different from simply asking an AI to list material contracts?
The skill is structured around the purchase agreement's definition, applies each prong mechanically, requires a VDR reference for each entry, and adds a consent tracker and a cross-check. Those steps are set out in the skill file itself rather than left to the prompt.
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Our verdict
Use this skill if you are a corporate lawyer or deal team that already has a purchase agreement draft and diligence findings and needs a traceable first-pass disclosure schedule. Pick something else, or do the work manually, if you lack a purchase agreement draft or are dealing with non-US or sector-regulated consent rules that you cannot verify yourself. Every output still needs lawyer review because omissions or over-disclosure in a rep carry liability.
Download the skill