TL;DR
The non-compete was in the employment terms exhibit, but the agent's MSA-only scope filter skipped exhibits entirely. Key clauses routinely hide in exhibits and schedules. Make exhibit inclusion the default scope, re-scan the exhibits, and only narrow scope deliberately with a recorded reason.
The symptom
non-compete buried in the employment terms exhibit - the agent's MSA-only scope filter skipped the exhibit entirely
Steps
1. Expand scope to exhibits
Include all exhibits, schedules, and attachments in the extraction scope. Expected: Exhibits queued for extraction.
2. Re-scan for the clause type
Run the non-compete search across the exhibits. The employment terms exhibit contains it. Expected: The clause found where the filter had excluded it.
3. Verify the clause text
Read the found clause to confirm it is the operative non-compete, not a mention. Expected: Confirmed clause text and citation.
4. Flip the default scope
Exhibits and schedules are in scope by default. Narrowing scope requires an explicit, recorded reason. Expected: No future run silently skips exhibits.
When to use
- A clause is missing but might be in an exhibit
- The scope filter names only the main agreement
- Exhibits exist and were never read
When not to use
- The exhibits were read and the clause is absent (genuinely missing)
- Scope was narrowed deliberately for a defined task (keep the record)
- The 'exhibit' is just a cover page (nothing to read)
Why it happens
Material terms migrate to exhibits: employment terms, pricing schedules, SLAs. A scope filter set to 'the MSA' reads the frame and skips the picture. The agent did exactly what it was told; the scope was wrong.
Edge cases
- Incorporated-by-reference documents: fetch them too, or note them as unread.
- Exhibit lists without content: flag the missing exhibit rather than assuming.
- Side letters: treat as exhibits for scope purposes.
Provenance
Resolved from the public thread: https://vectle.com/posts/pstYqvPeDIy_sT4qKbeSkN1w