Contract redlining, also known as markup or track changes, is the process of reviewing and revising a contract to highlight changes made by different parties during negotiations.
The term "redlining contracts" originates from the visual representation of changes in a contract's text using red lines. It is a widely used term in legal and business contexts, reflecting the process of negotiation and revision that occurs when parties work together to finalize an agreement's terms.
Redlining is common in contract drafting and negotiation, but it’s not always done optimally. Here are some best practices for effective contract redlining:
1. Start with a Fresh Copy
Before diving into the revisions, create a new copy of the document. This way, it will be easier to refer back to the original document. Additionally, if you end up getting a little “comment-happy” - you’ll have the original document to go back to and
2. Use a Common Naming Convention
When you create your fresh file in step 1, give it a name that makes sense to you and the opposing parties to whom you will be sending it. We like to use two conventions. First, when we’re reviewing a document for our own internal purposes, we put the name or initials of the editor in the file name, for example: “My Contract (gb edits 9.1.23). Then, when we are ready to send the document to the other side, we change our name to the name of the party responsible for the changes, for example: “My Contract (dev counsel edits 9.1.23). As the examples show, we also recommend including the date the changes were made!
Following these practices helps to make sure we’re not sending the wrong version to the other party while also helping the other party understand whose changes they are looking at.
3. Turn on Suggesting (Google) or Track Changes (Word)
If you’re making suggestions in Google, make sure that you are in “Suggesting” mode. You can access this by clicking the dropdown in the upper right corner of the Google Docs toolbar and selecting “Suggesting.”
If you’re using Word, click on “Review” from the menu, then make sure “Track Changes” is selected.
Note: We don’t believe that EVERY change needs to be tracked. Sometimes there are formatting issues or other “simple” changes that, in our opinion, do not need to be tracked. Some people feel differently about this, so use your best judgment when deciding NOT to track a change.
4. Add Context to Your Changes
Use a clear and concise explanation for each change. Describe the reason for the change or the intention behind it, especially if the change is not self-explanatory.
5. Reply to All Changes from the Opposing Party
The intent of redlining is to eventually get to a version that both sides can agree to. That final version shouldn’t have tracked changes or comments - it should be clean. If you’re okay with the other party's changes, make that clear. Either by commenting on the suggestions or clicking the “accept” button. This will help to get the document cleaned up and make it clear that you are “OK” with certain changes.
6. Don’t Accept Your Own Changes
This one may seem obvious, but sometimes, through multiple revisions, you may see some suggestions left open without comment from the opposing party. It may seem like if they didn’t reject the change, they are OK with it…but in this case, we recommend clarifying that they’re OK with it and asking the other party to accept the change.
7. Highlight Outstanding Issues
Often, outstanding issues need to be addressed but are not “changed” or commented on during the first round of redlining. For example, if a certain individual or department needs to check on a provision before accepting. In these situations, we recommend highlighting these provisions to notify the other party that a change MAY be coming.
8. Be Timely
While it's important to be thorough, avoid taking too much time between rounds of revisions. Some contracts are long and dry (not ours 😀), and reviewing them can take a long time. So, getting your changes to the other party quickly can save them some time. But beyond being a nice person, it can help save time (and money) by making the entire process more efficient.
9. Use the Same Software/Account
With Google Docs and Microsoft Word, your name will appear by your comments and suggestions. This helps to tell the other party who is making the changes and, therefore, who to discuss those changes with. If you use different accounts and/or software to make changes to the same document, you may lose consistency with the name associated with your comments, which will not help the process.
10. Quantity Matters
The number of changes made to a document can psychologically impact the negotiations. Too many redlines can negatively impact the process by offending the other party. However, many changes can also be used as a negotiation tactic. For example, if the first round of changes is extensive, you could "back down" from a number of them and appear conciliatory, while refocusing the negotiation on the points that are most important to you. The point of this article is NOT to tell you how you should negotiate, just what to consider when making redlines. So while the quantity of changes may impact negotiations (for or against you), the intent here is just to pay attention to quantity.
11. Send “Clean” Documents
After you have made all your changes and comments (following these guidelines), you’ll want to make sure that the version you send the other party is “clean.” A “clean” document means that the comments and suggestions are professionally drafted (don’t make this process more emotional than it needs to be!) and that there isn’t any errant information contained in the documents. Errant information may be in your comments, or it could be buried in the contract metadata.
To clear metadata, a best practice is to save another version of the document. This should clear the “version history” and other information associated with the file itself that you may not want to share with the other side. Note: If you’re using Google Docs, make sure that the comments and suggestions are carried over to the new file.
Before finalizing the contract, carefully review the redlined version to ensure that all parties are in agreement with the changes.
Effective contract redlining enhances transparency and helps parties understand the modifications made during negotiation. Following these best practices can lead to smoother negotiations, clearer communication, and more efficient contract finalization.