Tabular Matrix Guide
Master the tabular extraction matrix for efficient first-pass contract review. Learn how to interpret flags, prioritize findings, and accelerate your due diligence workflow.
Understanding the Matrix
The Tabular view organizes your due diligence into a powerful matrix: documents as rows and clause types as columns. Each cell represents whether a specific clause exists in that document and if it requires attention.
Matrix Structure
| Document | Term | Termination | COC | Assignment | Indemnity |
|---|---|---|---|---|---|
| Supply Agreement - Acme | |||||
| Employment - J. Smith | N/A | N/A |
Understanding Status Indicators
Each cell uses a traffic light system to communicate risk level at a glance. This allows you to scan hundreds of documents and immediately identify where to focus your attention.
Complete
Clause found and reviewed. No issues detected. Standard market terms identified.
Needs Review
Clause exists but contains non-standard terms or potential issues requiring attorney review.
Red Flag
Critical issue identified. May affect deal value, structure, or closing. Immediate escalation recommended.
Not Applicable
This clause type is not relevant to this document type (e.g., IP rights in a simple NDA).
Priority Clauses by Document Type
Different document types require focus on different clauses. Here's what experienced M&A attorneys prioritize in first-pass review:
Commercial Contracts (Customer & Supplier)
Change of Control (COC)
Can the counterparty terminate or require consent when ownership changes? This is the #1 deal risk.
Assignment & Transferability
Anti-assignment clauses can block the transfer of key contracts to the buyer.
Termination for Convenience
If a major customer can walk away on 30 days notice, the revenue stream valuation drops.
Most Favored Nation (MFN)
Forces price reductions if better rates are offered elsewhere—a "poison pill" for pricing strategy.
Employment Agreements (Executives & Key Personnel)
Golden Parachute / COC Bonus
Identifies immediate cash outflows triggered by deal closing. Affects purchase price.
IP Assignment
Critical: Confirms the company owns what employees created. Missing clauses = employee may own the IP.
Non-Compete & Non-Solicit
Can the founder start a competitor or poach staff after exit? State enforceability varies.
IP Licenses & Agreements
Grant of Rights (Scope)
Is it owned or licensed? Non-exclusive licenses may mean competitors can use the same tech.
Change of Control / Assignability
Inbound software licenses often terminate upon acquisition by a competitor.
Royalty Obligations
Hidden ongoing costs to third parties that scale with your growth plans.
The Triage Workflow
Don't review every document with equal depth. Use this three-step workflow to focus your time where it matters most:
Filter Red Flags First
Use the column filter to show only red-flagged items. These require immediate escalation to the lead partner.
Examples: Missing IP assignments for flagship products, COC clauses in top 10 customer contracts, unlimited liability exposure.
Review Yellow Flags by Materiality
Yellow flags are important but not fatal. Prioritize by contract value and strategic importance.
Examples: Weak non-competes for mid-level staff, contracts requiring notification (not consent), below-market liability caps in vendor contracts.
Spot-Check Green Items
Randomly sample 10-15% of green items to verify AI accuracy. Trust but verify.
Best Practice: Click any cell to view the source text. The AI highlights the exact clause location in the original PDF.
Pro Tips
Click Any Cell: Opens a side panel showing the exact clause text highlighted in the source document. No more hunting through PDFs.
Sort by Status: Click any column header to sort by flag status—red items bubble to the top.
Use Search: Filter documents by name, counterparty, or document type to focus your review.
Export to Excel: Generate a spreadsheet of all flagged items for your Issues List or client report.