msa-review-commercial-purchase

Files (14)

• SKILL.md
• baseline-goods-buyer.md · acceptance/fixtures/
• supplier-perspective.md · acceptance/fixtures/
• unusual-warranty.md · acceptance/fixtures/
• baseline-goods-buyer.golden.json · acceptance/snapshots/
• supplier-perspective.golden.json · acceptance/snapshots/
• unusual-warranty.golden.json · acceptance/snapshots/
• example_buyer_review.md · examples/
• example_supplier_review.md · examples/
• issue_checklist.md · reference/
• perspective_lens.md · reference/
• red_flags.md · reference/
• severity_rubric.md · reference/
• test-plan.md

SKILL.md (first lines)

# MSA Review — Commercial Purchase

Conduct a structured review of a commercial purchase Master Services Agreement from the user's stated perspective and produce a report that an in-house lawyer can act on without redoing the analysis. The output is a draft for human review, not a final word; treat it accordingly.

This skill is calibrated to commercial-grade purchase MSAs — agreements covering the procurement of physical goods, equipment, components, materials, or non-software services. It is not designed for: SaaS subscription agreements (use MSA Review — SaaS), professional-services-only agreements without physical deliverables (treat as a separate skill candidate; see DE-071 in the project PRD), construction agreements (significantly different structure and lien/payment-bond regime), real estate transactions, or government procurement (FAR-driven, distinct overlay).

## When this skill applies

Apply when the user provides a Master Purchase Agreement, Master Supply Agreement, Master Goods Agreement, Master Procurement Agreement, or substantively similar commercial-procurement MSA and asks for review or redline guidance. The user's perspective — buyer or supplier — fundamentally changes the analysis; require it before proceeding if not supplied.

Do not apply this skill to:

- **SaaS or software subscription agreements.** Use MSA Review — SaaS.
- **Construction agreements.** Construction has a distinct regime (mechanic's liens, payment bonds, prevailing wage, retention) that this skill does not cover.
- **Government procurement.** FAR-driven federal procurement and many state procurements have substantial overlays; recommend external counsel familiar with the procurement regime.
- **Real estate purchase or lease.** Different instruments entirely.
- **Pure professional-services agreements without physical deliverables.** The structural shape differs enough from goods-purchase MSAs that a separate skill is appropriate (DE-071 candidate).
- **Purchase Orders or Statements of Work alone.** Those reference an MSA; review them in conjunction with the MSA (use the optional `order_form` input) or via a dedicated PO Review skill (DE-070 candidate).
- **NDAs or Quality Agreements accompanying the supply deal.** Use NDA Review for confidentiality; quality agreements are typically reviewed in tandem with the MSA but are a distinct instrument warranting their own treatment.

## Inputs

The skill requires the document and perspective. If perspective is not provided:

> "Before I review, which side are you on? Buyer (you're purchasing the goods or services) or supplier (you're providing them)?"

Optional inputs refine the analysis:

- **`review_depth`** controls thoroughness. Default `comprehensive` (all issues with detailed findings); `quick_triage` covers Tier 1 issues only.
- **`jurisdiction`** affects findings on UCC-sensitive provisions (warranty disclaimers, acceptance and revocation, perfect-tender, statute of limitations) and common-law force majeure interpretation.
- **`goods_or_services`** changes severity calibration. A capital-equipment purchase warrants different scrutiny than a commodity-component purchase; field-installed equipment warrants installation-services attention; professional-services-only warrants different warranty and delivery treatment.
- **`industry_context`** triggers industry-specific analysis. Automotive (PPAP, traceability), medical device (QSR / ISO 13485), aerospace / defense (ITAR, AS9100), food / pharma (FDA traceability) — each adds substantive considerations beyond the general commercial baseline.
- **`deal_context`** changes severity calibration. Single-source critical supply warrants more attention to supply-continuity and termination than multi-supplier commodity purchases.
- **`order_form`** triggers MSA-vs-PO conflict analysis (Pass 6).
- **`prior_agreements`** triggers conflict-with-prior-agreement analysis.
- **`standard_positions`** replaces the skill's generic benchmarks with the user's own.

When optional inputs are not provided, the skill makes default assumptions and notes them in the report.

## Workflow

Produce the review in six passes. Earlier passes inform later ones.

### Pass 1: Document orientation

Before substantive review:

- Confirm the document is a commercial purchase MSA. If it is a different instrument (SaaS, construction, real estate, government procurement, professional services without deliverables), stop and tell the user.
- Identify the parties; confirm buyer and supplier roles match the user's stated perspective.
- Note governing law and venue. UCC applicability is implicit in US sales of goods (Article 2); note the governing state's UCC variations where they affect findings.
- Identify the underlying transaction structure. Common patterns:
  - **Pure goods sale** — supplier sells finished goods to buyer; UCC Article 2 governs.
  - **Goods + installation** — supplier sells equipment plus installation services; predominant-purpose test determines whether UCC or common-law governs the mixed contract.
  - **Components for incorporation** — supplier sells components that buyer integrates into buyer's own products; warranty pass-through and IP indemnity are particularly important.
  - **Tooling and inventory** — agreement allocates ownership of tooling, masters, and consigned inventory; supply-continuity issues are heightened.
  - **Long-term supply** — multi-year framework with recurring orders; supply-continuity, force majeure, and price-adjustment provisions are central.
- Note the contract length and complexity. Commercial purchase MSAs typically run 10-40 pages; over 50 pages typically signals enterprise-grade complexity or industry-specific overlay (medical device, automotive, aerospace).
- Identify any annexes, schedules, exhibits, quality agreements, or referenced standards.

### Pass 2: Standard-issue check

Walk through the standard commercial purchase MSA issue checklist in `reference/issue_checklist.md`. The checklist groups issues into four tiers, calibrated for purchase-MSA priorities:

- **Tier 1 — Always reviewed in detail (covered in both `comprehensive` and `quick_triage`):** price and payment, delivery and shipping (including risk of loss and title), acceptance and rejection, warranties (express and implied), warranty remedies, IP and infringement indemnification, liability, term and termination, supply continuity and end-of-life.
- **Tier 2 — Reviewed in detail in `comprehensive` only:** confidentiality, change orders and modifications, force majeure, insurance requirements, audit and inspection rights, governing law and venue, dispute resolution, assignment, set-off rights, recall obligations, packaging and labeling.
- **Tier 3 — Reviewed in detail in `comprehensive` only:** notice mechanics, integration / entire-agreement, amendment requirements, severability, waiver, counterparts, electronic signatures, definitions completeness, headings, order of precedence among MSA / PO / Quality Agreement / Specifications.
- **Tier 4 — Industry-specific provisions (when `industry_context` indicates):** sub-tier supplier flow-downs (automotive), traceability (food / pharma / medical), regulatory compliance certifications (FDA, FAA, ITAR), quality system requirements (ISO 9001, ISO 13485, AS9100, IATF 16949), serialization, country-of-origin marking, conflict minerals reporting, REACH / RoHS compliance, Prop 65, FCPA / UK Bribery Act compliance.

For each item, classify: **Present and standard** / **Present but unusual** / **Missing** / **N/A**.

### Pass 3: Perspective and asymmetry analysis

Read every Tier 1 finding through the user's perspective lens (`reference/perspective_lens.md`). Buyer and supplier perspectives differ substantially on most provisions:

- **Buyer perspective:** wants firm supplier commitments on quality and delivery, broad warranty scope with substantive remedies, robust supply-continuity protections (especially for single-source items), reasonable price stability, ownership of buyer's specifications and tooling, broad IP indemnification, controllable termination rights, set-off rights against supplier's invoices.
- **Supplier perspective:** wants firm buyer payment obligations, reasonable warranty scope with capped remedies, controlled change-order processes, predictable production schedules, IP protections for supplier's pre-existing IP, limited liability appropriate to deal margins, and exit rights when buyer's volume falls below committed levels.

For each Tier 1 finding, identify which side the provision favors and by how much.

### Pass 4: Operational and red-flag check

Beyond standard issues, look for provisions that create operational risk regardless of perspective. The full list is in `reference/red_flags.md`; key categories specific to purchase agreements:

- **Open-ended price-adjustment rights** (raw-material indexed pricing without caps; cost-plus structures without audit rights).
- **Forecast-based commitments without firm-PO conversion mechanics.**
- **Single-source dependencies with no supply-continuity protections** (no escrow of tooling; no second-source qualification rights; no end-of-life notice).
- **Asymmetric force majeure** (excuses supplier's delivery but not buyer's payment; or vice versa).
- **Implied warranty disclaimers that exceed UCC §2-316 safe-harbor language.**
- **Acceptance windows that effectively force buyer to accept defective goods** (very short inspection periods; "deemed acceptance" on receipt).
- **Liquidated damages provisions** (penalty vs. genuine pre-estimate).
- **Tooling ownership conflicts** (buyer-paid tooling vested in supplier; tooling residing with supplier without escrow or return rights).
- **Spare parts and service obligations after end-of-production** (often needed by buyer, often missing from supplier templates).
- **Recall obligations and cost allocation** (especially in regulated industries).
- **Sub-tier supplier flow-downs** (whether supplier must impose buyer's terms on its own suppliers).
- **Most-favored-customer pricing** (uncommon but flag whenever present).
- **Exclusivity provisions** (buyer's commitment to source exclusively; supplier's commitment to sell exclusively in defined territories or applications).
- **Non-compete provisions limiting supplier's ability to sell similar products** (sometimes appropriate in design-and-build engagements; often overreach).
- **IP assignments hidden in tooling-design or improvements clauses.**
- **Buyer-furnished material accounting and accountability.**

### Pass 5: Conflicts with prior agreements

If `prior_agreements` was provided, examine the document for conflicts with named prior agreements. If `prior_agreements` was not provided, this pass is skipped.

### Pass 6: MSA-vs-PO conflict analysis

If `order_form` was provided, examine the Purchase Order against the MSA. Common conflicts in purchase agreements:

- **Buyer's standard PO terms vs. supplier's MSA.** Many buyers' POs incorporate "buyer's standard terms and conditions" that may contradict the negotiated MSA. The MSA should specify the order of precedence; if it doesn't, this is itself a finding.
- **Quantity, delivery date, and price specified in PO** that conflict with MSA frameworks (volume commitments, blanket order minimums, price grids).
- **PO-specific quality, packaging, or shipping terms** that vary from the MSA's defaults.
- **Buyer's PO acceptance terms** that purport to override MSA terms ("any conflicting terms in supplier's acknowledgment are rejected; this PO governs").
- **Battle of the forms scenarios.** Where the parties exchange a buyer's PO and supplier's order acknowledgment with conflicting terms, the resolution depends on UCC §2-207 unless the MSA explicitly governs. The MSA should foreclose battle-of-the-forms outcomes by stating that the MSA controls.

The general interpretive rule (in most purchase MSAs) is that the MSA frames the relationship and POs supply order-specific terms (quantity, price, delivery date) without modifying MSA terms; verify the MSA's order-of-precedence provision and apply it. If no order-of-precedence provision exists, flag as material — this is a critical structural protection.

### Pass 7: Compile the report

Compile findings from prior passes into the report structure. **Use the report structure inherited from MSA Review — SaaS** (see Output section below) for consistency across the contract-review skill family. The severity rubric is also inherited; see Severity calibration in `reference/severity_rubric.md`.

From LegalQuants/lq-ai, Apache-2.0.

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