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skills/msa-snapshot/SKILL.md
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name: msa-snapshot description: >- Use when the user wants to compare the substantive commercial terms across N master services agreements side-by-side — term and renewal, payment terms, limitation of liability, and indemnification posture across each agreement. Returns a row-per-document × column-per-question grid with citations per cell. MSA-tuned reference skill for the M3-C output_format - table mode; intended as a fork-and-tune starting point for operators reviewing MSA portfolios. lq_ai: title: MSA Snapshot version: 1.0.0 author: LegalQuants tags: [msa, commercial, due-diligence, tabular, snapshot] jurisdiction: agnostic trigger_examples: - "compare the liability caps and payment terms across these MSAs" - "what are the renewal triggers in each of these 5 vendor MSAs?" - "show me a grid of indemnification posture across these agreements" output_format: table ensemble_verification: false minimum_inference_tier: 2 columns: - name: Term + Renewal query: | What is the initial term of this agreement and how does it renew? Quote the operative clause. Identify: (a) initial term length, (b) renewal mechanism (auto-renew, mutual written consent, etc.), (c) notice period required to prevent renewal, and (d) cap on total renewals if any. If the agreement is perpetual or terminates only for cause, say so explicitly. - name: Payment Terms query: | What are the payment terms? Quote the operative clause. Identify: (a) net payment days (e.g., Net 30, Net 60), (b) late-fee or interest provisions, (c) right-to-suspend-services triggers for non-payment, (d) whether disputed amounts can be withheld, and (e) currency. Quote each verbatim. Do not infer defaults if any element is silent. ensemble_verification: true - name: Limitation of Liability query: | What is the cap on liability? Quote the limitation-of-liability clause. Identify: (a) the cap amount or formula (e.g., "fees paid in the prior 12 months"), (b) any carveouts that uncap liability (e.g., indemnification obligations, confidentiality breaches, gross negligence, willful misconduct), and (c) whether the cap is mutual or one-way. Quote the carveouts verbatim — they are the most negotiated piece of this clause. minimum_inference_tier: 3 - name: Indemnification query: | What indemnification obligations does each party owe? Quote the indemnification clauses. Identify for each direction: (a) scope (IP infringement, breach of confidentiality, third-party claims arising from negligence, etc.), (b) whether the indemnifying party controls the defense, (c) any procedural prerequisites (prompt notice, cooperation), and (d) whether the indemnifying party's obligations survive termination. Flag whether the indemnification is one-way (vendor-favorable or customer-favorable) or mutual. minimum_inference_tier: 3

MSA Snapshot

A reference skill for the M3-C output_format: table mode, tuned for master services agreement portfolios. Produces a side-by-side grid of MSA-specific commercial terms across N agreements — the in-house lawyer's "compare these vendor MSAs" or "diligence these target MSAs" workflow. Each cell carries a citation back to the source document; failed extractions render as not found rather than confidently-wrong text.

When this skill applies

Apply when the user has a portfolio of MSAs and wants to see how key commercial terms compare across them. Examples:

  • "Pull liability caps, indemnification, and payment terms across these 8 vendor MSAs before our renewal cycle."
  • "For this acquisition diligence, show me the renewal trigger and termination posture across the target's top 15 MSAs."
  • "Compare the liability carveouts across our SaaS MSAs vs. our commercial-purchase MSAs."

Do not apply this skill to:

  • Single-MSA review — use msa-review-saas or msa-review-commercial-purchase for one document at a time.
  • General contract comparison across mixed types — use contract-snapshot for the general Term/Survival/Carveouts/Governing-Law grid.
  • NDA portfolios — use nda-snapshot for NDA-specific columns (Confidential Information definition, permitted recipients, etc.).

Pairing with the synthetic corpus

This skill ships paired with the synthetic MSA corpus in docs/quickstart/sample-msas/ (5 MSAs with varying commercial terms). Operators trying LQ.AI for the first time can attach those 5 PDFs to a Knowledge Base and run this skill to see the tabular workflow end-to-end without committing real documents to the system.

Fork-and-tune notes

The four columns here cover the highest-frequency MSA comparison questions for in-house counsel doing portfolio review or diligence. They do not overlap with the general contract-snapshot columns (Term, Survival, Carveouts, Governing Law) — operators wanting both can run the two skills in sequence.

When forking for your own MSA template / counterparty patterns, common modifications include:

  • Adding a Termination for Convenience column if your business cares about exit flexibility (notice period + fee structure).
  • Adding a SLA / Service Levels column for SaaS-heavy MSA portfolios (credit structure + measurement period).
  • Adding a Data Processing column if you need to compare DPA references and data-residency commitments across vendors.
  • Replacing the Indemnification column with a narrower IP Indemnification column if that is the only indemnification scope you care about.
  • Bumping minimum_inference_tier to 3 on all columns for high-stakes diligence work.

The Limitation of Liability and Indemnification columns default to minimum_inference_tier: 3 because these clauses are dense, fragmented across the document, and most prone to silent extraction errors. The carveouts in particular are the most-negotiated piece of an MSA — surfacing them inaccurately is worse than surfacing them not-at-all.

Output expectations

For each document × column cell:

  • A quoted phrase or short paragraph from the source document, anchored by character offsets to enable the citation modal.
  • A brief plain-language summary when the operative clause spans multiple paragraphs.
  • An explicit "one-way (vendor-favorable)" / "one-way (customer-favorable)" / "mutual" tag where the column asks about directionality (e.g., Indemnification).
  • not found when the requested term is genuinely absent from the document (not when extraction failed — those surface as a parse error in the cell footer).