Missing-Clauses Detector

Use when a contract needs a completeness check against the standard skeleton for its document type. Identifies absent mandatory, strongly recommended, and optional clauses across NDAs, MSAs, leases, employment agreements, and other common commercial instruments. Flags jurisdiction-specific mandatory provisions and links to drafting skills for remediation. Suitable as a first-pass quality gate before any detailed clause-by-clause review.

Missing-Clauses Detector

When to use this

Use this skill as a first-pass quality gate on any contract:

After receiving a first draft from a counterparty — to check what they have omitted
Before signing — to confirm the agreement is complete
When assessing a historic agreement — to understand its gaps
After generating a first draft via a drafting skill — to confirm completeness before sending

This skill identifies structural gaps. It is a completeness check, not a risk-in-existing-clauses review — run [[review-risk-flagging]] alongside it for the full picture.

Process

Identify document type from the subject line, title, recitals, or the user's description (NDA, MSA, lease, employment agreement, SHA, services agreement, etc.)
Load the standard skeleton for that document type — each document type has a minimum viable clause list (see below)
Compare clause by clause: scan for each expected provision; note if absent, partially present, or fully present
Categorize each gap:
- Mandatory: absence may make the contract invalid, unenforceable, or expose to regulatory penalty
- Strongly recommended: absence creates material legal risk or ambiguity
- Optional: standard market practice but not legally required; include if in scope for this deal type

Standard Clause Skeletons by Document Type

NDA (Non-Disclosure Agreement)

Clause	Category	Why it matters
Parties and recitals	Mandatory	Defines who the obligation runs between
Definition of Confidential Information	Mandatory	Without it, the NDA protects nothing
Standard 4 exclusions (public domain, independent dev, lawful third party, court order)	Mandatory	Without exclusions, NDA is overbroad and potentially unenforceable
Permitted disclosure (need-to-know employees/advisors)	Strongly recommended	Prevents technical breach by normal business use
Obligations of the receiving party	Mandatory	The core of the NDA
Term and duration of obligations	Strongly recommended	Perpetual NDAs raise enforceability concerns; 2–5 years typical
Return/destruction on termination	Strongly recommended	Operational obligation; needed for data protection compliance
No license / no IP transfer	Strongly recommended	Avoids argument that disclosure implies license
Governing law and jurisdiction	Mandatory	Without it, forum disputes arise
Injunctive relief / remedies	Strongly recommended	Monetary damages rarely adequate for breach
Signature block and authority	Mandatory	No contract without valid execution
Entire agreement / no waiver	Optional	Good practice; prevents prior discussions being cited

MSA (Master Services Agreement)

Clause	Category	Why it matters
Parties, recitals, and definitions	Mandatory	—
Scope of services / SOW mechanism	Mandatory	Without it, what is the Provider obligated to do?
Fees, invoicing, payment terms	Mandatory	Core commercial terms
Term and termination (for convenience + cause)	Mandatory	Without termination rights, parties are locked in indefinitely
IP ownership and license	Strongly recommended	Work product ownership default varies by jurisdiction
Confidentiality	Strongly recommended	Overlap with standalone NDA if one exists
Liability cap	Strongly recommended	Without it, liability is unlimited
Indemnification (IP, data breach, breach of warranty)	Strongly recommended	Allocates risk for third-party claims
Warranties (authority, professional standard, no encumbrances)	Strongly recommended	Foundation for claims in breach
Data processing / DPA attachment	Mandatory where personal data is involved	GDPR/PDPL/UAE PDPL compliance
Governing law and dispute resolution	Mandatory	—
Force majeure	Strongly recommended	Especially for multi-year engagements
Assignment and change of control	Strongly recommended	Prevents counterparty selling the contract without consent
Entire agreement and amendment mechanism	Optional but good practice	—
Signature blocks	Mandatory	—

Commercial Lease

Clause	Category	Why it matters
Parties (landlord + tenant) and registered entity details	Mandatory	—
Premises description with plan	Mandatory	Defines the demise
Term and commencement date	Mandatory	—
Rent and payment terms	Mandatory	—
Permitted use	Mandatory	Defines scope of occupation
Repair obligations allocation	Strongly recommended	Without it, default statutory allocation applies (varies)
Service charge	Strongly recommended for multi-tenanted buildings	—
Insurance obligations	Strongly recommended	—
Assignment and subletting provisions	Strongly recommended	Default varies by jurisdiction
Forfeiture / termination rights	Strongly recommended	Without it, landlord's remedies are unclear
Reinstatement / make-good obligation	Strongly recommended	Expensive disputes without it
Governing law and dispute resolution	Mandatory	—
Signature blocks	Mandatory	—

Employment Agreement

Clause	Category	Why it matters
Job title and duties	Mandatory	Defines the engagement
Commencement date and probation period	Mandatory	Probation must be specified — defaults vary by jurisdiction
Compensation (salary, benefits, bonuses)	Mandatory	—
Working hours and location	Mandatory	Many jurisdictions regulate maximum hours
Leave entitlements (annual, sick, parental)	Mandatory	Statutory entitlements must be at least met
Termination notice periods	Mandatory	Statutory minimums apply; contract must be at least equal
End-of-service gratuity (MENA)	Mandatory in KSA, UAE, LB, EG	Statutory calculation; omission creates liability
Confidentiality	Strongly recommended	—
IP assignment	Strongly recommended	Default varies by jurisdiction
Non-compete / non-solicitation	Optional (enforceability depends on jurisdiction)	—
Governing law	Mandatory	—
Signature block	Mandatory	—

Jurisdictional Mandatory Clauses

Some provisions are not merely "best practice" — they are legally required or have specific local form requirements:

UAE (onshore)

Governing law: UAE Federal Law No. 33 of 2021 (Labour Law) requires employment contracts in Arabic or bilingual
Penalty clauses in commercial contracts: UAE Civil Code allows courts to adjust disproportionate penalties regardless of contract terms (Article 390 equivalent); draft as indemnification rather than liquidated damages where possible
Real estate contracts: must be registered with the relevant Land Department to be effective against third parties

KSA

Arbitration clauses: must specify (a) the arbitral institution (SCCA or ICC or other recognized body); (b) the seat; (c) the language; (d) the number of arbitrators. A clause saying only "disputes shall be referred to arbitration" is insufficient and courts will assume Saudi General Court jurisdiction
Employment contracts: must be in Arabic; bilingual is acceptable; Arabic version prevails; must be registered with GOSI
Commercial Agency agreements: must be registered with the Ministry of Commerce

Lebanon

Bilateral commercial contracts of value ≥ LBP 1,000,000 (approx.): technically require written form under Article 254 of the Code of Obligations and Contracts (OCC) — though in practice this threshold is very low and most commercial practice is documented in writing regardless
Real estate transfers: must be registered before the Land Registry; private sale agreements alone are not effective against third parties
Commercial leases: Commercial Code and Law 160/1992 overlay private terms; some tenant rights cannot be waived

DIFC / ADGM

Contracts can be governed by DIFC / ADGM law respectively; no requirement for Arabic
DIFC Data Protection Law and ADGM Data Protection Regulations impose DPA requirements for any processing within those free zones
For employment: DIFC Employment Law No. 2 of 2019 (amended) and ADGM Employment Regulations require written employment contracts

Output Format

Missing clause	Document type	Category	Why it matters	Severity
Governing law	MSA	Mandatory	Courts will apply default forum rule; may be adverse	Critical
Data processing agreement	MSA with personal data	Mandatory	GDPR/PDPL compliance obligation	Critical
Liability cap	Commercial services	Strongly recommended	Unlimited liability exposure	High
Force majeure	Multi-year lease	Strongly recommended	No protection against closure events	Medium
Return/destruction	NDA	Strongly recommended	Data protection compliance gap	Medium

Severity key: Critical = may make the contract unenforceable or expose to regulatory penalty; High = material legal risk; Medium = increased ambiguity or commercial risk; Low = best practice gap.

Limits

This skill identifies structural gaps; it does not assess quality of clauses that are present — use [[review-risk-flagging]] for that
Jurisdiction-specific mandatory provisions require verification against current law — statute amendments can change what is required
Document type classification must be accurate; if the document type is ambiguous, ask before running the checklist