What Is Contract Redlining?

Kamran Shafii |

When you’re trying to reach a legal agreement with someone else — whether it’s a person or business — the details matter. Redlining allows each side to make changes to the contract until both agree. 

The Role of Redlining in Contractual Agreements

Redlining in the context of contractual agreements refers to a contract workflow where changes, suggestions, or objections are made to a document, usually a contract or legal agreement. It’s called “redlining” because, traditionally, these changes were marked in red ink.

Redlining includes the following: 

  • Reviewing and marking changes: When two parties are working on a contract, one party might send a draft to the other for review. The receiving party then goes through the contract, marking areas they disagree with or want to change. This can be done by underlining, adding comments, or striking through text, often in red to make the edits stand out.
  • Negotiating: Redline contracts help both parties clearly see where they have different viewpoints or terms they’re not comfortable with. It’s a way to handle contract negotiations and discuss specific parts of the contract without losing sight of the overall agreement.
  • Clarifying intentions: By marking specific parts of the contract, each party can clearly indicate their concerns or the changes they want. This helps avoid misunderstandings and gets both sides on the same page about what the contract says.
  • Version control: In complex contracts, there might be several rounds of redlining. It’s important to keep track of these changes so everyone knows which version of the contract is the most recent and what changes have been made along the way.
  • Finalizing the agreement: Once all the redlining is done and both parties agree to the changes, the contract can be finalized. The redlined sections are often incorporated into a new, clean version of the document, which is then reviewed and signed.

Common Challenges When Redlining Legal Documents

Redlining legal documents is a key part of finalizing a business contract, but it can come with some challenges. These challenges can make the process a bit tricky. Some common ones include: 

  • Managing multiple versions: One major issue is keeping track of different versions of a document. As changes are made, and different versions are created, it can be hard to identify the most recent and relevant one.
  • Difficulty reading the contract: When a document is heavily redlined with lots of edits, comments, and markup, it can become difficult to read. The original text might get lost in all the changes, making it hard to understand the final version of the contract.
  • Loss of data during format conversion: Converting a document from one format to another, such as from Word to PDF, can sometimes result in lost data. Important changes or comments might not appear correctly in the new format.
  • Untracked changes: Sometimes, changes are made to a document without using the tracking feature. This means that alterations can go unnoticed, leading to confusion about what was agreed upon.
  • Miscommunication: Misinterpretations can occur due to unclear language or different understandings of the same terms. This can lead to disagreements or confusion over the contract’s terms.
  • Technical issues: Technical problems such as software glitches, compatibility issues, or file corruption can occur, disrupting the redlining process. This might include difficulties in opening a document or issues with the redlining tools not functioning properly.

7 Contract Redlining Best Practices You Should Follow

Redlining is a common part of coming to an agreement everyone feels is far. To get the most out of it, follow these seven best practices. 

1. Do Your Due Diligence

“Doing your due diligence” means thoroughly researching and understanding the company you’re planning to enter into a contract with. When you’ve done your homework, you can be sure you’re making a well-informed decision. Here’s what it involves:

  • Background check: Look into the company’s history to get an idea of its stability and reputation.
  • Financial health: Are they financially stable? Do they have a history of bankruptcy or financial troubles? Understanding their financial situation helps assess the risk of doing business with them.
  • Legal history: Check if the company has been involved in any legal disputes or litigation. Frequent legal issues can be a red flag.
  • Market reputation: What do others say about this company? Look for reviews, testimonials, or news articles. This can provide insights into their business practices and reputation in the market.
  • Legal compliance: Check for violations of relevant laws and regulations, especially if you’re in a heavily regulated industry.
  • Partnerships and associations: Who else are they doing business with? The company’s partners and associations can also reflect on their credibility and reliability.
  • Operational practices: Understand how they operate. Are their business practices and ethics in line with your standards?

2. Include Your Legal Team’s Perspective

Legal documents often contain complex language and technical terms. Your law firm is skilled in understanding and simplifying this jargon. They’ll guarantee the contract reflects your intentions, leaving no room for misunderstandings. With a keen eye for detail, lawyers can spot potential issues and point out any clauses that may pose risks or be unfavorable. Additionally, they offer guidance on the negotiability of terms, helping you discern where you have room to negotiate for better conditions and where standard terms apply. This advice can help you strike a balance between achieving your goals and making realistic compromises.

3. Take Your Time To Review All Terms and Conditions Thoroughly

Once you sign a contract, you’re committed to it, so it pays to take your time during the review process. Make sure you: 

  • Understand every clause: Go through each part of the redlined document carefully. Make sure you understand what each section means. Sometimes, legal language can be complex, so take the time to break it down and grasp what it’s saying.
  • Assess all implications: Consider how each term affects you or your business. Think about both the immediate and long-term effects of the contract’s conditions.
  • Check for consistency: Go through and check that the terms are consistent throughout the contract. There shouldn’t be any conflicting information or clauses that contradict each other.
  • Identify missing elements: As you review, be on the lookout for anything that might be missing. Is there something you expected to see in the contract that isn’t there?
  • Ask questions: If there’s anything you don’t understand about the contract process, don’t hesitate to ask questions. It’s better to clarify doubts now than to face problems later because of a misunderstanding.
  • Avoid rushing: Don’t feel pressured to review the contract quickly. Take your time. A rushed review might lead to missing crucial details.

4. Create Multiple Versions of the Document for Comparison

Creating multiple redline versions of contract drafts for comparison is a practical approach to the redlining process. As changes are made to a contract, save previous versions separately. This allows you to compare different clean versions side-by-side. You can clearly see what changes have been proposed, what’s been accepted or rejected, and how the document has evolved over time. This practice helps maintain a clear record of the negotiation process. It’s especially useful in complex deals where many changes are made. By keeping track of different versions, you know nothing important is overlooked and that the final agreement reflects all agreed-upon changes accurately.

5. Pay Special Attention to Compliance

Compliance means making sure that the contract adheres to all relevant laws and regulations. This is important for several reasons:

  • Legal protection: A contract that violates laws can lead to legal issues, including fines or lawsuits. Compliance protects both parties from such risks.
  • Reputation management: Being compliant with legal standards helps maintain your company’s good reputation. It shows that you’re a responsible and trustworthy business.
  • Industry standards: In many industries, there are specific regulatory standards you have to meet. Your contract should include these so you can operate within industry norms.
  • Future disputes: A compliant contract is less likely to lead to disputes in the future. If everything is legally sound, there’s less room for misunderstandings or misinterpretations.

6. Look Out for Repetitive Information

When redlining contracts, you should cut out repetitive information. Repetition in a contract can lead to confusion and make the document longer than necessary. It doesn’t add value to contract reviews and can be distracting. Identifying and removing repetitive clauses or terms makes the contract clearer. A concise, non-repetitive contract is easier to understand and less likely to cause misunderstandings in the future.

7. Ensure Every Change Gets Tracked

Using contract management software with track changes functionality is a common way to keep track of different versions of your contract. This helps with: 

  • Transparency: Tracking changes during the contract lifecycle management process shows who made what edits and when. This transparency is important in negotiations, as it allows all parties to see how the contract has changed.
  • Accountability: When changes are tracked, it’s clear who is responsible for each alteration. This accountability helps with trust and clarity.
  • Review and approval: Tracked changes make it easier to review what has been altered. Each side can easily approve or discuss specific changes.
  • Avoiding confusion: With every edit recorded, there’s less chance of confusion over what’s been agreed upon. It keeps everyone on the same page during the collaborative process.

Finalize Your Contracts With Convenient Electronic Signatures

After your contract has been thoroughly redlined and you’ve reached an agreement that works for everyone, the last step is signing it. Electronic signatures make it easy for all parties to sign the contract quickly, no matter where they’re located. With jSign, you can effortlessly collect signatures and store and organize your contracts. Our blockchain technology means no one can change the contract after it’s been signed, giving you peace of mind and an audit trail. Sign up today to get started. 

Kamran Shafii
Manager, SEO Content

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