--- name: contract-qa title: Contract QA description: Use when the user has a contract loaded and asks a specific question about it — what a clause means, where something is addressed, whether a term is unusual, how a provision compares to standard practice, or what would happen in a specified scenario under the contract. Produces an answer calibrated to the question's shape (direct answer for fact lookups, paragraph with context for "is this unusual" questions, structured findings for multi-issue questions), with verbatim citations to specific clauses. Does not perform full reviews — for that, use the appropriate review skill (NDA Review, DPA Checklist Review, MSA Review, etc.). author: LegalQuants author_url: https://github.com/LegalQuants/lq-ai/tree/main/skills/contract-qa license: Apache-2.0 version: 0.1.0 execution_mode: open jurisdiction: general practice: contracts language: en --- # Contract QA Answer the user's specific question about a loaded contract. The answer is precise, cited to the document, and shaped by the question — not by a fixed template. This skill handles question-driven inquiry against a single contract. It is the right skill when the user has a *specific question* and wants a *specific answer*. It is the wrong skill when the user wants a comprehensive review of a contract — for that, route to the appropriate review skill (NDA Review, DPA Checklist Review, MSA-SaaS Review, etc.). ## When this skill applies Apply when: - The user has loaded a contract and asks a specific question about its content. - The user asks "where" something is addressed in the contract. - The user asks whether a clause is unusual, standard, or aggressive. - The user asks what would happen under the contract in a specified scenario. - The user asks for a summary of a specific section, clause, or topic within the contract. Do not apply when: - The user asks for a full review or risk assessment of the contract — route to the appropriate review skill. - The user asks a question that requires legal research outside the document (e.g., "is this enforceable in California" — that needs jurisdiction-specific research, not just document Q&A). - The user asks a question whose answer depends on facts not in the contract (e.g., "did we breach this" — that depends on facts the skill does not have). - The user asks for legal opinion (e.g., "should I sign this" — defer to the user's judgment; the skill provides analysis, not advice). - The user asks across multiple contracts ("compare this MSA with our standard form" or "find any of our SaaS agreements with unlimited liability"). This is multi-document Q&A; deferred to v2. When refusing to apply, route the user explicitly: "this is better suited to NDA Review" / "this needs research outside the document" / etc. ## Inputs The skill requires the document and the question. If the user has a contract loaded but no specific question, ask: > "What would you like to know about this contract?" Optional inputs (`contract_type`, `perspective`, `jurisdiction`, `prior_context`) calibrate the answer. The skill should: - **Infer `contract_type` from the document** if not provided, and state the inference in answers where it affects calibration ("Treating this as a SaaS MSA based on the structure..."). - **Use `perspective` when answering perspective-sensitive questions.** "Is this unusual" reads differently from each side. If perspective is not provided and the question is perspective-sensitive, either ask for it or answer from a neutral lens with a note. - **Reference `jurisdiction` only when the question depends on it.** Most contract Q&A is jurisdiction-agnostic (what does the document say); jurisdiction matters for interpretation and enforceability questions. ## Workflow The workflow has three steps. Each step's behavior depends on the question type identified in step 1. ### Step 1: Classify the question Read the user's question and classify it into one of these types. The classification drives the output format (adaptive output is the whole reason this step matters). **Type A: Direct lookup.** The user wants to know what the contract says about a specific topic. - "Where does the contract address indemnification?" - "What's the term of this agreement?" - "What does Section 7 say?" - "Does this contract have an arbitration clause?" - Output format: **direct answer with verbatim quote and citation.** Brief. **Type B: Interpretation.** The user wants to understand what a clause means, how it operates, or how to apply it. - "What does this indemnification clause actually require?" - "How does the renewal mechanism work?" - "If we terminate, what survives?" - Output format: **explanation paragraph with verbatim quote and citation.** Plain language; preserve precision. **Type C: Comparison / unusualness.** The user wants to know whether a provision is standard, unusual, aggressive, or favorable. - "Is this limitation of liability unusual?" - "How does this non-compete compare to standard?" - "Is the IP assignment scope aggressive?" - Output format: **paragraph with context.** Quote the provision; describe how it sits relative to typical practice for the contract type; calibrate to perspective if specified. **Type D: Scenario.** The user wants to know what would happen in a specified factual scenario. - "What happens if we miss the renewal notice deadline?" - "If they breach, what are our remedies?" - "If we want to assign this contract, what do we have to do?" - Output format: **scenario walk-through.** Cite the controlling clauses; trace the consequence; note where the answer depends on facts the skill does not have. **Type E: Multi-issue.** The user asks about multiple topics in one question, or asks about a topic that has multiple distinct aspects. - "What are the IP and confidentiality terms?" - "Walk me through the termination provisions." - "What protections do we have if they go bankrupt?" - Output format: **structured findings.** One subsection per issue, each with quote and citation. **Type F: Out of scope.** The question is one the skill should not answer (full review, legal research, scenario depending on external facts, opinion). - Route to the appropriate path; do not answer. If the question does not cleanly fit one type, default to the type that produces the most useful answer (typically B or E). ### Step 2: Find the relevant content in the document For every question type except F: - Locate the clauses, sections, or content in the document that answer the question. - For Type A and B, this is typically one or a few specific clauses. - For Type C, this includes the clause being asked about plus any related provisions (e.g., a limitation of liability question may need the LoL clause plus any carve-outs in the indemnification section). - For Type D, this includes the controlling clause plus any conditions, exceptions, and consequence provisions that the scenario triggers. - For Type E, this includes all clauses relevant to all issues asked about. If the relevant content is not in the document, say so explicitly: *"The contract does not address this directly. The closest provisions are [X], which suggests [interpretation], but the question is not resolved by the document."* If the relevant content is ambiguous, say so: *"The contract is ambiguous on this point. Section X says [quote A], which would suggest [interpretation 1], but Section Y says [quote B], which would suggest [interpretation 2]. The contract does not resolve the conflict."* ### Step 3: Produce the answer Format the answer per the question type identified in Step 1. **For all formats:** Lead with the answer. The user asked a question; the first sentence should answer it. Citations support the answer; they do not bury it. **Verbatim quotes** must be exact. If you cannot quote verbatim, paraphrase explicitly ("The clause says, in substance, ..."). Do not produce reconstructed quotes that look verbatim but aren't. **Citations** include the section/clause reference and (where the document supports it) the page reference. Format: `[§4.2(b)]` or `[§4.2(b), p. 7]`. **Length is proportional to question shape.** A Type A question gets a sentence. A Type C question gets a paragraph. A Type E question gets one subsection per issue. Do not pad. **Always identify what you cannot answer.** If part of the question is out of scope, or depends on facts not in the document, name that explicitly at the end: *"The skill cannot determine [X] from the document alone — that depends on [the user's facts / jurisdiction-specific law / counterparty's behavior]."* ## Output formats by question type ### Type A — Direct lookup format ```markdown [Direct answer in one sentence.] > [Verbatim quote from the contract] [§ ref, p. ref] [If relevant: brief note on context, e.g., "This is in the boilerplate section; no special carve-outs apply."] ``` ### Type B — Interpretation format ```markdown [Direct answer / interpretation in one or two sentences.] The relevant clause is [§ ref]: > [Verbatim quote] [Two to four sentences explaining how the clause operates: what triggers it, what it requires, what its scope is, what its limits are. Use plain language; preserve legal precision where it matters.] [If applicable: cross-references to related clauses that affect the interpretation.] ``` ### Type C — Comparison / unusualness format ```markdown [Direct verdict in one sentence: standard / unusual / aggressive / favorable to [perspective].] The clause says [§ ref]: > [Verbatim quote] [One to two sentences describing how this provision sits relative to typical practice for [contract_type]. What's the typical range? Where does this fall in that range? What's the practical effect of the deviation, if any?] [If perspective was specified: how this reads from the user's side specifically.] [If unusual / aggressive: what a more standard version would look like.] ``` ### Type D — Scenario format ```markdown [Direct answer in one sentence: under the contract, [the scenario produces this outcome].] The controlling provisions are: - **[§ ref]** — [brief description of what this clause does in the scenario] > [Verbatim quote of the relevant language] [If multiple clauses operate together, include each. Trace the chain of consequence: clause X triggers, which produces consequence Y, which interacts with clause Z, etc.] [Note any conditions, exceptions, or facts the answer depends on that are not in the document. Be specific: "This assumes [fact]; if [different fact], the answer changes to [different outcome]."] ``` ### Type E — Multi-issue format ```markdown [One- or two-sentence orientation: there are [N] distinct issues here; here's how they break down.] ### [Issue 1] [Sub-answer for issue 1, formatted appropriately to its type — usually B or C.] ### [Issue 2] [Sub-answer for issue 2.] [etc.] [If the issues interact: a brief closing paragraph identifying the interactions.] ``` ## Edge cases and refusals - **Question is out of scope.** Route the user to the appropriate skill: NDA Review, MSA Review, DPA Checklist Review for full reviews; legal-research skill for jurisdiction-specific questions; etc. Do not attempt to answer. - **Question is unanswerable from the document alone.** Say so. Identify what would be needed to answer (specific facts, jurisdictional analysis, counterparty's interpretation) and stop. Do not speculate. - **Question is ambiguous.** Ask one clarifying question rather than guessing: *"Are you asking about [interpretation 1] or [interpretation 2]? They produce different answers."* - **Question requires reading the contract to answer but the document is missing pages, has OCR errors, or is otherwise incomplete.** Note the document quality issue: *"The document I have appears to be incomplete — [§ X] references [§ Y] which is not in the file. Answer based on what's present, with that caveat."* - **User asks for legal advice ("should I sign this")**. Reframe: *"That's a judgment call I won't make for you. What I can tell you about the contract is [factual analysis]. Whether that's acceptable depends on your business judgment about [the trade-off involved]."* - **User asks "is this clause enforceable in [jurisdiction]"** Partial answer: describe what the clause says, note that enforceability depends on jurisdiction-specific law, and route to legal research: *"The clause says [X]. Whether that's enforceable in [jurisdiction] depends on [the relevant law]; I can analyze the document but not the law. Recommend a research query."* - **User asks a perspective-sensitive question ("is this favorable")** but no perspective was specified. Ask: *"Favorable to whom — your side, the counterparty, or neutral?"* - **User has been asking many questions about the same document and shows signs of wanting a full review.** Suggest the route: *"Based on the questions so far, you may want a full review using NDA Review / MSA Review / etc. — that produces a structured report rather than answering question-by-question."* ## What this skill does not do - Full contract review (route to the appropriate review skill). - Multi-document Q&A (deferred to v2; tracked as DE-060). - Legal research outside the document (route to research skill). - Enforceability opinions (route to research; note as user judgment). - Drafting (route to drafting skill). - Strategy advice (out of scope; the user owns business judgment). ## Reference materials - `reference/question_classification.md` — examples and edge cases for the six question types, with classification heuristics. - `reference/citation_format.md` — conventions for citing within Contract QA outputs. - `examples/example_type_a_lookup.md` — worked example: direct lookup question. - `examples/example_type_c_unusualness.md` — worked example: comparison question with perspective. - `examples/example_type_d_scenario.md` — worked example: scenario walkthrough with conditional outcomes. - `examples/example_type_e_multi_issue.md` — worked example: multi-issue question producing structured findings.