contract-portfolio-intelligence

# Contract Portfolio Intelligence

Performs portfolio-scale contract analysis: batch extraction of terms, obligations, and risks across a large set of agreements, plus playbook-based redlining against organizational standards.

## Prerequisites

Before starting, gather:

1. **Contract corpus** — uploaded documents (PDF, DOCX) or a vault/folder reference containing the agreements
2. **Analysis scope** — what to extract (renewals, indemnities, payment terms, liability caps, termination rights, or custom fields)
3. **Playbook** (if redlining) — the organization's preferred positions, fallback clauses, and non-negotiable terms
4. **Output format** — table/spreadsheet, narrative report, or both
5. **Audience** — who receives the output (GC, board, finance, procurement)

## Workflow

### Phase 1: Ingest and Classify

1. Process each contract through OCR if scanned; extract full text from native PDFs and DOCX files
2. Identify contract type (NDA, MSA, SaaS agreement, employment, vendor, lease, SOW, amendment, etc.)
3. Detect parent-child relationships (master agreements → amendments → SOWs → change orders)
4. De-duplicate — flag identical or near-identical documents
5. Tag metadata: parties, effective date, governing law, contract type

Output a contract inventory table:

| # | Document | Type | Parties | Effective Date | Governing Law | Parent Doc |
|---|----------|------|---------|----------------|---------------|------------|
| 1 | Example  | MSA  | A ↔ B   | 2024-01-15     | Delaware      | —          |

### Phase 2: Term Extraction

For each contract, extract the following structured fields (skip fields that don't apply to the contract type):

**Dates & Term**
- Effective date, expiration date, term length
- Auto-renewal (yes/no), renewal notice period, notice deadline
- Termination for convenience (yes/no), notice period, cure period

**Financial Terms**
- Contract value / total commitment
- Payment terms (Net 30, Net 60, etc.)
- Price escalation / adjustment mechanisms
- Minimum commitments or volume thresholds
- Late payment penalties

**Risk Provisions**
- Indemnification — mutual vs. one-sided, carve-outs, cap
- Limitation of liability — aggregate cap, per-incident cap, excluded damages
- Insurance requirements — types, minimum coverage amounts
- Warranty — scope, duration, remedy limitations
- Governing law and dispute resolution (litigation vs. arbitration, venue)

**Obligations**
- Deliverables and milestones with deadlines
- Reporting or audit rights
- Data protection / security obligations
- Non-compete or exclusivity restrictions
- Confidentiality term and surviving obligations

**IP & Data**
- IP ownership and license-back provisions
- Data handling, return, and destruction requirements
- Usage rights post-termination

Store extracted data in a structured format (one row per contract, one column per field).

### Phase 3: Portfolio Reports

Generate the reports requested by the user. Common report types:

**Renewal Calendar**
- All contracts with renewal/expiration dates within a specified window
- Sorted by urgency (nearest deadline first)
- Flag auto-renewals where notice deadline is approaching
- Include counterparty, contract value, and required action

**Risk Matrix**
- Each contract scored on risk dimensions: indemnification exposure, liability cap adequacy, insurance gaps, unfavorable termination terms
- Risk level per dimension: High / Medium / Low
- Aggregate portfolio risk summary
- Prioritized list of contracts requiring renegotiation

**Obligation Tracker**
- Active obligations by contract with deadlines
- Grouped by responsible team (legal, finance, ops, IT)
- Status: upcoming / due / overdue / completed
- Escalation flags for overdue items

**Financial Summary**
- Total portfolio commitment by period (quarterly/annual)
- Breakdown by contract type, counterparty, or business unit
- Contracts approaching minimum commitment thresholds
- Payment term distribution

**Custom Extraction**
- User specifies any data point via natural language prompt
- Agent extracts that field across all contracts
- Returns structured table with contract reference, extracted value, and confidence

### Phase 4: Playbook Redlining

When the user provides a playbook of preferred positions:

1. **Parse the playbook** — extract each preferred clause, its fallback positions, and non-negotiable terms
2. **Compare each contract** against the playbook provision-by-provision:
   - ✅ Matches preferred position → no action
   - ⚠️ Deviates but within fallback range → flag with suggested language
   - ❌ Violates non-negotiable → flag as critical, provide replacement language
3. **Generate a redline summary** per contract:
   - Section reference, current language, preferred language, risk level, recommended action
4. **Produce a portfolio deviation report**:
   - Which contracts deviate most from standards
   - Most common deviations across the portfolio
   - Priority queue for renegotiation based on risk × contract value

### Playbook Structure

A playbook should define positions for key provisions. Example structure:

```
Provision: Limitation of Liability
  Preferred: Mutual cap at 12 months of fees; carve-outs for IP infringement and confidentiality breach
  Fallback: Mutual cap at 24 months of fees
  Non-negotiable: Must have mutual cap; unlimited liability is rejected

Provision: Indemnification
  Preferred: Mutual indemnification for third-party IP claims and confidentiality breach
  Fallback: One-sided indemnification acceptable if capped
  Non-negotiable: Must include IP infringement indemnity

Provision: Termination for Convenience
  Preferred: Either party, 30 days written notice
  Fallback: 60-90 days notice acceptable
  Non-negotiable: Must have termination for convenience right
```

## Quality Checks

After generating any output:

- [ ] Every contract in the corpus appears in the inventory — none skipped
- [ ] Extracted dates are validated (no future effective dates on executed contracts, expiration after effective)
- [ ] Parent-child relationships are logically consistent
- [ ] Risk scores are justified with specific clause references
- [ ] Renewal deadlines account for notice periods (deadline = expiration minus notice period)
- [ ] Financial figures are in consistent currency and units
- [ ] Playbook deviations cite the specific section and language from both the contract and the playbook

## Troubleshooting

| Issue | Resolution |
|-------|------------|
| Scanned PDFs with poor OCR quality | Re-process with enhanced OCR; flag low-confidence extractions for manual review |
| Contract is an amendment with no standalone terms | Link to parent agreement; extract only the modified terms and note inherited provisions |
| Ambiguous or missing provisions | Mark as "Not Found" or "Ambiguous" — never guess; flag for human review |
| Conflicting terms between parent and amendment | The amendment controls unless it explicitly preserves the original; flag the conflict |
| Very large corpus (10,000+) | Process in batches by contract type or counterparty; produce interim reports |
| Playbook doesn't cover a provision found in contracts | Note the gap; suggest adding the provision to the playbook |