Résumé contractuel lisible par les dirigeants avec Claude

---
name: contract-summary
description: Produce an executive-readable summary of an executed contract for non-lawyer audiences (exec, ops, finance). Takes a contract file plus the audience type and returns a one-page Markdown summary that surfaces what each audience actually needs to act on, with explicit "ambiguous — see legal" fallbacks. Not for legal advice, dispute analysis, or privilege determination.
---

# Contract summary

## When to invoke

Whenever a non-lawyer needs to understand what is in an executed (or near-executed) contract well enough to do their job: an exec deciding whether to sign off, a CFO modeling cash flow, a deal team briefing the board, an ops owner who has just inherited responsibility for the counterparty relationship, a procurement lead preparing a renewal.

The output is a structured one-page Markdown summary tuned to the audience the caller names. It is a reading aid, not a substitute for the contract.

Do NOT invoke this skill for:

- Legal advice. The skill summarizes; it does not opine on whether a clause is enforceable, whether a position is defensible, or whether to sue. That is counsel's job.
- Dispute analysis. If the question is "did they breach?", read the contract with counsel against the specific facts. A summary will flatten the nuance the dispute turns on.
- Privilege determination. The skill cannot decide whether a document is protected. Privilege depends on facts the contract does not contain (who saw it, in what capacity, for what purpose).
- Non-Tier-A AI vendors. Run this on Claude only. Do not pipe contracts to consumer-grade LLMs whose data-handling posture you have not reviewed; contracts contain commercial terms, counterparty PII, and sometimes regulated data.

## Inputs

- Required: `contract` — the executed contract as `.docx`, `.pdf`, or pasted Markdown. If it is a redline or draft, the skill prepends a warning to the output that the summary may be stale.
- Required: `audience` — one of `exec`, `ops`, `finance`. Drives which questions the watch-outs section answers and which clauses get emphasis. See `references/2-summary-format-by-audience.md` for the per-audience question library.
- Optional: `template` — path to a firm-specific summary template that overrides the default output format (e.g. your GC's preferred structure for board-pack approvals).
- Optional: `prior_version` — a previous executed version of the same contract. When provided, the skill adds a "What changed since the prior version" section instead of the standard intro.

## Reference files

Always load the following from `references/` before summarizing. Without them, the skill falls back to a generic format and misses the audience-specific questions that make the summary actionable.

- `references/1-audience-question-library.md` — the canonical questions exec, ops, and finance audiences ask of a contract. The skill uses this to decide which clauses to surface and how to phrase the watch-outs.
- `references/2-summary-format-by-audience.md` — the literal Markdown scaffold for each audience. Copy the matching template, fill it in from the contract, leave any unanswered field as `Ambiguous — see legal`.
- `references/3-escalate-to-legal-triggers.md` — the list of clause patterns and ambiguity signals that force the skill to stop summarizing and emit an escalation block. When a trigger fires, the skill returns the partial summary plus an explicit "Counsel review required before acting on this summary" header.

## Method

Run these five sub-tasks in order. The skill is single-pass per section but two-pass overall: extraction first, then audience-aware filtering.

### 1. Clause-by-clause extraction

Walk the contract top to bottom and extract a structured list of every clause that affects: parties, term, payment, renewal, termination, liability, indemnity, IP, confidentiality, data handling, change control, governing law. Do not summarize yet. Capture the clause verbatim or near-verbatim, with section reference (e.g. "§7.2"), so the next pass has citations to point at.

If a clause type is absent, record "not present in contract" rather than inferring its content from boilerplate. Absent clauses are often the most important watch-out (e.g. no liability cap, no termination for convenience).

### 2. Audience-aware filtering

Load the question set for the named `audience` from `references/1-audience-question-library.md`. For each question, find the clause(s) from step 1 that answer it. If no clause answers a question, mark it `Not addressed in contract` — do not invent an answer from "industry standard" defaults.

This step is the reason the skill is two-pass: extracting first and filtering second prevents the audience lens from causing the skill to overlook a clause it would have judged irrelevant on first read.

### 3. Structured summary

Render the audience-matched template from `references/2-summary-format-by-audience.md`. Quote section references in every line so the reader can jump back to the source. Use plain language; never use legalese the audience would have to translate.

### 4. Ambiguity and escalation pass

Re-read the rendered summary against `references/3-escalate-to-legal-triggers.md`. For each trigger:

- If a trigger fires (e.g. uncapped indemnity, MFN clause, unilateral termination for convenience by counterparty only, ambiguous governing-law fork), prepend the output with a `Counsel review required` block naming the trigger and the §.
- If a clause is genuinely ambiguous (drafting error, contradicting sections, undefined defined term), replace the rendered line with `Ambiguous — see legal` plus the § reference. Never paper over ambiguity with a confident paraphrase.

### 5. Watch-outs section

Render the per-audience watch-outs from the question library. Each watch-out is paired with the specific clause that triggered it and the action the audience should take (read §X, ask counsel about Y, model scenario Z in the budget).

## Output format

Render exactly this structure (substitute the audience block for the named audience). Anything the contract does not answer is rendered as `Ambiguous — see legal` or `Not addressed in contract`, never elided.

```markdown
# Contract summary — {Counterparty} / {Contract type} ({Effective date})

> Audience: {exec | ops | finance}
> Source: {filename}, {N} pages, executed {date}
> Prepared by: contract-summary skill (Claude). Not legal advice.

## Parties

- Customer: {legal entity, jurisdiction} (§{ref})
- Vendor: {legal entity, jurisdiction} (§{ref})
- Affiliates in scope: {list or "none"} (§{ref})

## Term

- Effective date: {date} (§{ref})
- Initial term: {duration} (§{ref})
- Initial term ends: {date}
- Renewal mechanism: {auto-renew / opt-in / none} (§{ref})
- Renewal notice deadline: {date or "n/a"}

## Key obligations

- Our side: {plain-language obligations, with §refs}
- Their side: {plain-language obligations, with §refs}
- Service levels / acceptance criteria: {summary or "Not addressed"} (§{ref})

## Key money flows

- Total contract value: {amount, currency} (§{ref})
- Payment cadence: {monthly / quarterly / annual / milestone} (§{ref})
- Payment terms: {Net X} (§{ref})
- Price escalators: {CPI / fixed / none} (§{ref})
- Late payment penalties: {summary or "Not addressed"} (§{ref})
- Taxes: {who pays} (§{ref})

## Renewal terms

- Auto-renewal: {yes / no} (§{ref})
- Renewal length: {duration}
- Notice to prevent renewal: {duration} before term end
- Pricing on renewal: {locked / market / capped escalator} (§{ref})

## Termination rights

- Termination for convenience — us: {yes / no, notice} (§{ref})
- Termination for convenience — them: {yes / no, notice} (§{ref})
- Termination for cause: {triggers, cure period} (§{ref})
- Effect of termination: {data return, transition assistance} (§{ref})

## Watch-outs for {audience}

- **{Watch-out 1}** — {one-sentence why this matters to this audience}.
  Action: {read §X / ask counsel about Y / model scenario Z}.
- **{Watch-out 2}** — ...
- **{Watch-out 3}** — ...
```

If a `Counsel review required` trigger fires, the entire output is prepended with:

```markdown
> COUNSEL REVIEW REQUIRED before acting on this summary.
> Trigger(s): {list}, see §{refs}.
```

## Watch-outs

- **Over-summarization losing nuance.** A "12-month liability cap" reads simply but the carve-outs (gross negligence, IP indemnity, data-breach claims) often define the actual exposure. Guard: the skill always emits the cap line *and* a separate "Cap carve-outs" line citing the carve-out section verbatim; if no carve-outs are found, the line reads "No carve-outs found — verify with counsel."
- **Audience mismatch.** Surfacing renewal-pricing detail to an exec who only needs the sign-off gist creates noise; surfacing only the sign-off gist to finance leaves the budget model wrong. Guard: the audience parameter is required; if absent, the skill refuses to render and asks the caller to specify.
- **Citing the summary back as legal interpretation.** Downstream readers sometimes treat the summary as the contract. Guard: every output is prefixed with `Not legal advice` and every line carries a §reference so the reader can verify against the source. If the caller forwards the summary as the basis of a legal position, the reference back to the §s in the contract is built into the document.
- **Stale draft summarized as executed.** Summaries written from redlines are wrong by the time the contract is signed. Guard: the skill detects draft markers (track changes, "DRAFT" watermark, "v" in filename) and prepends a warning that the summary may not match the executed text; re-run after signature.

# Audience question library — TEMPLATE

> The contract-summary skill loads this file before filtering the
> extracted clause list. Each audience has a different set of questions
> they ask of a contract; the summary should answer those questions
> and only those questions. Replace the placeholder questions below
> with the ones your team actually asks — the defaults are a starting
> point, not your firm's voice.

## Exec audience

The exec is approving sign-off. They want the gist plus anything that would embarrass them in a board meeting six months from now.

Standard questions:

1. What does this commit us to do, in one sentence?
2. What does it commit them to do, in one sentence?
3. What is the total contract value over the initial term?
4. What is the longest we can be locked in (initial term + worst-case renewals)?
5. Can either side walk away for convenience? With what notice?
6. Is there anything unusual that a reasonable peer would push back on? (Uncapped liability, MFN clause, exclusivity, IP transfer, change-of-control restriction.)
7. Are there obligations on us that require operational changes (audit rights, security controls, named personnel) that the business has not yet planned for?

Watch-outs to surface for exec:

- Auto-renewals with short notice windows (>12 month renewal, <90 day notice — high regret risk)
- Change-of-control restrictions (relevant to any future M&A conversation)
- Exclusivity, non-solicit, or non-compete obligations
- Personal guarantees or executive sign-off requirements
- Any clause that names an individual (key-person dependency)

## Ops audience

The ops audience is responsible for executing the contract day-to-day: delivering against SLAs, tracking deliverables, managing the relationship.

Standard questions:

1. What are we obligated to deliver, by when?
2. What service levels apply, and what are the consequences of missing them?
3. What deliverables, reports, or notices do we owe them on a recurring basis?
4. What deliverables, reports, or notices do they owe us?
5. Who is the named contact / point of escalation on each side?
6. What change-control process governs scope changes?
7. What are the operational triggers for renewal notice (date, responsible party, system of record)?

Watch-outs to surface for ops:

- Service-level commitments without a clear measurement methodology
- Reporting cadences that are not yet wired into the team's calendar
- Notice obligations that require formal written delivery (vs email)
- Audit cooperation obligations (who handles, on what timeline)
- Data return / destruction obligations on termination

## Finance audience

The finance audience is modeling cash flow, recognizing revenue or expense, and forecasting renewal economics.

Standard questions:

1. What is the total contract value, by year of the initial term?
2. What is the payment cadence and net terms?
3. Is the price fixed, escalating, or usage-variable? If escalating, on what basis (CPI, fixed %, market)?
4. Are there minimum commitments or take-or-pay provisions?
5. Who pays which taxes (sales, VAT, withholding)?
6. What are the consequences of late payment (interest rate, suspension, termination)?
7. What is the renewal pricing structure, and when does notice need to be given to avoid an unfavorable renewal?

Watch-outs to surface for finance:

- CPI escalators without a cap (open-ended budget exposure)
- Auto-renewal with locked-in price increases
- Currency exposure (counterparty in different currency, no FX clause)
- Withholding tax obligations the AP team has not modeled
- Termination liability (early-termination fees, payment for remaining term)

## Last edited

{YYYY-MM-DD}

# Summary format by audience — TEMPLATE

> The contract-summary skill renders one of the templates below
> depending on the `audience` input. Replace the bracketed placeholders
> with your firm's preferred section names if your house style differs;
> the section *order* is what matters for reader scannability.

The skeleton is shared across audiences (Parties / Term / Key obligations / Key money flows / Renewal / Termination). Only the **Watch-outs** block changes by audience — that is where the skill applies the question library from `1-audience-question-library.md`.

## Exec template

```markdown
# Contract summary — {Counterparty} / {Contract type} ({Effective date})

> Audience: exec
> Source: {filename}, {N} pages, executed {date}
> Prepared by: contract-summary skill (Claude). Not legal advice.

## What this commits us to (one paragraph)

{2-3 sentences. What the deal is, what we get, what we owe, in plain
English. No legalese.}

## Parties / Term / Money / Renewal / Termination

{Standard blocks per the SKILL.md output format.}

## Watch-outs for exec

- **{Lock-in length}** — {worst-case end date if all auto-renewals
  trigger}. Action: {decision the exec must make on day one to control
  this}.
- **{Unusual clause}** — {one-sentence why this is unusual}. Action:
  {ask counsel; consider re-negotiating before signing}.
- **{Operational obligation requiring exec attention}** — {one
  sentence}. Action: {assign owner; add to OKRs}.
```

## Ops template

```markdown
# Contract summary — {Counterparty} / {Contract type} ({Effective date})

> Audience: ops
> Source: {filename}, {N} pages, executed {date}
> Prepared by: contract-summary skill (Claude). Not legal advice.

## What we owe them, on what cadence

{Bulleted list of recurring obligations: deliverables, reports,
notices, with §refs and the calendar trigger.}

## What they owe us, on what cadence

{Bulleted list, same shape.}

## Parties / Term / Money / Renewal / Termination

{Standard blocks.}

## Service levels and remedies

| SLA | Threshold | Measurement window | Remedy | §ref |
|---|---|---|---|---|
| {e.g. uptime} | {99.5%} | {monthly} | {service credit X%} | §{ref} |

## Named contacts

| Role | Our side | Their side | §ref |
|---|---|---|---|
| Account contact | {name/title} | {name/title} | §{ref} |
| Escalation | {name/title} | {name/title} | §{ref} |
| Notices (legal) | {address} | {address} | §{ref} |

## Watch-outs for ops

- **{Reporting cadence not yet wired}** — {one sentence}. Action:
  {add to ops calendar / assign owner}.
- **{Notice obligation that requires formal delivery}** — {one
  sentence}. Action: {set up the delivery channel before the trigger
  date}.
- **{Audit cooperation requirement}** — {one sentence}. Action:
  {brief security / IT lead}.
```

## Finance template

```markdown
# Contract summary — {Counterparty} / {Contract type} ({Effective date})

> Audience: finance
> Source: {filename}, {N} pages, executed {date}
> Prepared by: contract-summary skill (Claude). Not legal advice.

## Cash flow profile (initial term)

| Period | Amount | Cadence | Notes |
|---|---|---|---|
| Year 1 | {amount} | {monthly/etc} | {notes} |
| Year 2 | {amount} | ... | {escalator applied} |
| Year 3 | {amount} | ... | ... |

## Payment terms

- Net terms: {Net X} (§{ref})
- Payment method: {ACH / wire / card} (§{ref})
- Currency: {USD / EUR / etc.} (§{ref})
- FX risk: {who bears it, if cross-currency} (§{ref})
- Late payment: {interest rate, grace period} (§{ref})

## Price escalation

- Mechanism: {CPI / fixed % / market reset} (§{ref})
- Cap: {amount or "uncapped — exposure"}
- First escalation date: {date}

## Renewal pricing

- Pricing on renewal: {locked / market / capped escalator} (§{ref})
- Notice deadline: {date}
- Worst-case renewal cost: {modeled amount over typical renewal term}

## Tax treatment

- Sales/VAT: {who pays, rate, jurisdiction} (§{ref})
- Withholding: {applicable? rate?} (§{ref})

## Watch-outs for finance

- **{Uncapped escalator}** — {one sentence}. Action: {model worst case
  in budget; flag for re-negotiation at renewal}.
- **{Auto-renewal with locked-in price increase}** — {one sentence}.
  Action: {add notice deadline to procurement calendar}.
- **{Withholding tax obligation}** — {one sentence}. Action: {confirm
  AP team has the right tax forms}.
```

## Last edited

{YYYY-MM-DD}

# Escalate-to-legal triggers — TEMPLATE

> When the contract-summary skill detects any of the patterns below,
> it stops summarizing the affected line and emits a
> `Counsel review required` block at the top of the output, naming
> the trigger and the §reference. The skill never paraphrases over
> these patterns; over-summarization here is the highest-risk failure
> mode. Replace the placeholder thresholds with your firm's actual
> escalation criteria — the defaults are a conservative starting
> point.

## Hard triggers (always escalate)

| Pattern | Why it triggers | What the summary emits |
|---|---|---|
| Uncapped liability or "no cap on indemnity for X" | Unbounded exposure | "COUNSEL REVIEW REQUIRED — uncapped liability at §{ref}" |
| Liability cap < 6 months of fees | Unusually low cap | Block + cap stated verbatim |
| Mutual indemnity replaced with one-way (against us) | Asymmetric risk | Block + clause stated verbatim |
| MFN ("most favored nation") clause | Constrains future deals | Block + §ref |
| Unilateral termination for convenience (counterparty only) | We can be exited at will | Block + notice period |
| Change of control without consent | Blocks M&A | Block + §ref |
| Exclusivity or non-compete on us | Limits future business | Block + scope and duration |
| IP assignment beyond deliverables | Over-broad IP transfer | Block + scope |
| Personal guarantee | Individual on the hook | Block + §ref |
| Choice-of-law in counterparty-favorable jurisdiction without arbitration | Litigation venue risk | Block + jurisdiction |
| Auto-renewal > 12 months with notice window < 90 days | High regret risk | Block + the dates |

## Soft triggers (escalate if combined)

Any single one of these does not force an escalation, but two or more in the same contract trigger a `Counsel review recommended` (lower severity than `required`):

- Termination for cause without a cure period
- "Sole discretion" wording in an obligation that affects us
- Defined terms used before they are defined
- References to schedules / exhibits that are not attached
- Currency or governing law mentioned inconsistently across sections
- Notice obligations requiring physical mail or specific carriers
- Audit rights without scope or frequency limits
- Data-handling obligations citing standards not named in the contract (e.g. "industry-standard practices" with no definition)

## Ambiguity triggers (replace line with "Ambiguous — see legal")

The skill does not paraphrase past these — it leaves the gap visible so legal review fills it in:

- Two sections appear to conflict on the same point (e.g. term ends on different dates in different clauses)
- A defined term is used but never defined
- A monetary amount is given in two different units or currencies
- Dates are inconsistent (e.g. effective date later than first payment date)
- A signature block is missing or incomplete
- The contract refers to a counterparty entity name that does not match the parties block

## Output format for an escalation block

```markdown
> COUNSEL REVIEW REQUIRED before acting on this summary.
> Trigger(s):
> - {Trigger name} (§{ref}): {one-line description}
> - {Trigger name} (§{ref}): {one-line description}
> Do not rely on any line of this summary as legal interpretation.
> Counsel should review the cited sections before sign-off.
```

## Last edited

{YYYY-MM-DD}