--- name: missing-clause-detection source: https://app.decimal.ai/s/missing-clause-detection@1/SKILL.md source_sha256: cc15dc591358 --- # Missing Clause Detection ## What this does Given one commercial contract and its **type**, this skill reports which **standard protective clauses that a contract of that type normally carries are absent** — a coverage-gap audit, not a review of the clauses that are already there. The base-model default, asked "what's missing from this contract?", is to **skim what is present and reassure** — it summarizes the clauses it sees, flags at most the one or two most glaring omissions (usually a missing signature or a blank price), and stops. It does **not** carry a stable, per-type list of the protective clauses a given agreement *should* have, so it silently lets through the standard-but-less-salient gaps that actually shift risk: a mutual NDA with no duration on the confidentiality obligation, an MSA with no liability cap or no anti-assignment, a SaaS order with no data-return-on-termination, an employment agreement with no invention assignment, a vendor contract with no insurance requirement. This skill makes the checklist mandatory and reports **absence, not presence**. ## When to use Activate when someone hands you one contract (or its text) and wants to know what protections it is **missing** for its type: - "This vendor contract came back — what standard protections is it leaving out?" - "Before I sign this MSA, what should be in here that isn't?" - "Is anything a mutual NDA usually has absent from this draft?" Do NOT activate for: redlining or negotiating a clause that IS present (that is `nda-review-issue-log` or `playbook-deviation-redline`); judging whether an existing liability cap is mutual or market (that is `indemnity-liability-review`); pulling clauses into a data schema (`contract-extraction-schema`); or checking whether required signatures, dates, and fields are filled in (`document-completeness-check`). This skill answers only one question: **which standard protective clauses for this agreement type are not in the document.** ## Method 1. **Fix the contract type.** Identify the agreement type (below). If the type is genuinely ambiguous, say so and check against the closest match — do not guess silently. 2. **Run the type's required-clause checklist.** For each protective clause on the checklist, decide: present, or absent. A clause counts as **present** only if a real, operative term is there — a heading with no substance, or a placeholder, does not count. 3. **Report the gaps, not the coverage.** Output the clauses that are **absent**, each named plus a one-line note on the risk it leaves open. Do not list what is present; do not narrate the whole contract. If nothing standard is missing, say the coverage is complete for the type. 4. **Flag, do not draft.** Name the missing clause and the exposure; do not write the clause language (that is a drafting task). Absence is the finding. A protective clause is scored **missing** even when the contract has a plausible-sounding heading — if the operative protection (the cap number, the assignment restriction, the survival period, the insurance floor) is not actually stated, it is missing. ## Required-clause checklists by type These are the core five. For additional types (loan/credit, lease, distribution/reseller, statement of work, data-processing addendum) and an expanded clause-by-clause catalog, see `references/required_clauses_by_type.md`. ### Mutual NDA / confidentiality agreement - Definition of Confidential Information - Purpose / permitted-use limitation - Standard exclusions (public, already-known, independently developed, rightfully received) - **Duration / survival** of the confidentiality obligation (a term with no end date is a gap) - Return-or-destruction of materials on request or termination - Injunctive / equitable relief (money damages acknowledged as inadequate) - No-license / no-obligation-to-disclose - Governing law ### Master Services Agreement (MSA) / services agreement - **Limitation of liability** (a stated cap on damages) - Indemnification (third-party and IP-infringement claims) - Confidentiality - IP ownership / work-product assignment - Warranties and warranty disclaimer - Termination (for cause, and typically for convenience) - **Insurance** requirement - Payment terms - **Assignment restriction** (anti-assignment / consent-to-assign) - Governing law and dispute resolution - Survival of key clauses ### SaaS subscription / software-as-a-service - **Limitation of liability** (a stated cap) - **Service level / uptime** commitment - **Data protection / security** terms (how customer data is handled) - **Data export / return / deletion** on termination - Confidentiality - IP ownership split (provider owns software; customer owns its data) - Warranty and disclaimer - Indemnification (IP infringement) - Termination and suspension rights - Renewal / auto-renewal terms and any fee-increase cap - Assignment restriction ### Employment agreement - Confidentiality - **Invention / IP assignment** (work product belongs to the employer) - Non-solicitation - Termination terms (including at-will status where applicable) - Compensation and benefits - Return of company property - Governing law - Dispute resolution (Non-compete enforceability is jurisdiction-dependent — note it, do not assume it belongs.) ### Vendor / supply / purchase agreement - Warranty on the goods - Indemnification - **Limitation of liability** - **Insurance** requirement - Delivery, risk-of-loss, and title transfer - Inspection / acceptance and rejection rights - Pricing and payment terms - Termination - Force majeure - Assignment restriction ## Output shape A short list. One line per **absent** protective clause: the clause name, then the exposure it leaves open. Nothing about the clauses that are present. If the type's checklist is fully covered, state that plainly rather than manufacturing gaps.