opencode-for-legal/managed-agent-cookbooks/diligence-grid

Diligence Grid — managed-agent template

Overview

Batch document review over a virtual data room. Two modes:

• watch — monitors the VDR for new uploads since a cutoff, classifies each against the deploying team's diligence request-list categories, and flags uploads in high-priority categories (Material Contracts, Litigation, IP).
• grid — runs a tabular review against a column schema over a folder of documents. One row per document, one column per data point, every cell cited back to a verbatim source quote. The M&A diligence workhorse.

Same source as the corporate-legal plugin — this directory is the Managed Agent cookbook for POST /v1/agents. Grid mode is the tabular-review skill, running headless across a fleet of extractor workers.

⚠️ Before you deploy

• Every cell is a lead, not a finding. A diligence grid is not a representation, a disclosure schedule, or a diligence memo until a lawyer has read the underlying documents. The verbatim quote in every cell is there so the reviewer can verify fast — use it.
• The materiality filter and column classifications apply heuristics, not legal judgment. A contract the schema calls immaterial may be the one that kills the deal. An "answered" cell is still wrong if the extractor misread the clause. Reviewer time scales with unclear + needs_review + answered — not just the flagged ones.
• Watch mode classifies metadata and previews, not full documents. A new upload the classifier tags "low priority" can still be the side letter that changes the deal. Treat the watch report as a queue, not a filter.
• Counterparty-uploaded documents are untrusted input for the toolchain too. The grid-writer's CSV formula-injection defense is mandatory, not optional — see the security section below.

Deploy

export ANTHROPIC_API_KEY=sk-ant-...
export BOX_MCP_URL=...
export GDRIVE_MCP_URL=...
export IMANAGE_MCP_URL=...          # optional; set the toolset default to enabled if used
export DEFINELY_MCP_URL=...         # optional; for clause-structure QA of the normalizer pass
../../scripts/deploy-managed-agent.sh diligence-grid

Steering events

See steering-examples.json.

Security and handoffs

VDR documents — contracts, board minutes, side letters, counterparty uploads — are untrusted input. A counterparty-uploaded contract can contain strings meant to manipulate the reviewer or the downstream toolchain. Four-tier isolation keeps the Write hand and the MCP hand away from the documents:

Tier	Touches untrusted docs?	Tools	Connectors
doc-reader	Yes (read-only)	Read, Grep	Box, Google Drive, iManage (read)
extractor	Yes (read-only)	Read, Grep	None
normalizer / Orchestrator	No	Read, Grep, Glob, Agent	None (definely optional, read-only)
grid-writer (Write-holder)	No	Read, Write	None

doc-reader and extractor return length-capped, schema-validated JSON. The orchestrator and normalizer see only structured data. grid-writer produces ./out/diligence-grid-<date>.csv, ./out/diligence-grid-<date>_sources.csv, and ./out/diligence-grid-<date>-summary.md.

CSV formula injection. Every cell written by grid-writer — values, verbatim quotes, locations, document names, column labels — is first-character-checked against =, +, -, @, tab, and carriage return. Cells that match are prefixed with a single apostrophe before they land in the CSV. Counterparty-uploaded contracts routinely contain strings that Excel and Sheets will otherwise execute as formulas (=HYPERLINK(...) exfil, =cmd|... DDE on older Excel) the moment the deal team opens the file. The sources CSV is the larger exposure — verbatim quotes are the attacker-controlled surface.

Xlsx is a deployment concern. The cookbook ships CSVs only. The deploying team transforms them to .xlsx with the workbook structure in corporate-legal/skills/tabular-review/references/excel-output.md — hidden _source columns, cell comments carrying the quote on hover, state-based fills, Verified dropdown per column, _schema and _summary sheets. That transform happens on the deploying team's Excel surface (Claude in Excel, openpyxl, or Google Sheets via the Sheets API). Shipping the xlsx from the headless agent requires a trusted runtime and a macro surface this cookbook deliberately does not assume.

Not guaranteed: every cell this agent produces is a lead that needs verification, not a finding. The reviewer reads the source, checks the quote, marks the Verified column. A lawyer decides what goes into a rep, a schedule, or a memo.

Adaptation notes

• VDR URL. Set BOX_MCP_URL / GDRIVE_MCP_URL / IMANAGE_MCP_URL to match your data room. The default enables Box and Google Drive; flip the default_config in agent.yaml if you run iManage or Datasite as primary. If your VDR is Intralinks or Datasite, add an entry to mcp_servers and tools with the matching MCP URL.
• Column schema. The M&A diligence standard in corporate-legal/skills/tabular-review/references/ma-diligence-columns.md is the default. Customize for your deal type — tech/IP, healthcare, real estate, government contractor, regulated financial — using the additions in that reference.
• Output destination. Outputs land in ./out/. Wire them to your deal folder, Google Drive, iManage workspace, or Box folder through your deploy pipeline. Do not give grid-writer an MCP to upload them; a handoff to your upload step is cleaner and keeps the Write tier isolated.
• Default mode. Watch vs grid is selected per steering event. If your workflow is almost always one or the other, seed the steering event template in your orchestrator accordingly.
• Request-list categories. Watch mode classifies against the categories in the deploying team's corporate-legal CLAUDE.md configuration. Re-run /corporate-legal:cold-start-interview there before wiring watch mode into a live deal.
• Work-product header. grid-writer prepends the header from the deploying team's ## Outputs configuration. Confirm the header with your legal team before deploying — it differs by reviewer role (lawyer vs non-lawyer).
• Slack routing. This agent never posts directly. Reports are files; a handoff_request tells your orchestrator which channel to route to. Configure the deal channel in the deploying team's CLAUDE.md House style section.