What is Document and Contract Redlining?

In the document management and collaboration process, redlined document refers to marking text that has been edited. Typically, redlining is used when two or more people are working on a document together; each individual can redline the text that was added or edited. The redlined text will then appear in a special color (or as bold) so that others can see the changes that have been made.

The traditional redlining process typically takes two files as input, compares them to find the largest and nearest blocks of common text, and showing the rest as either added or deleted. The process works best for documents that are similar, for instance, versions of the same contract or offer. The output is a third file, with the added and deleted text highlighted per user’s request in a format. Typically, the added text might be shown bold, double-underline, surrounded by square brackets; deleted text might be shown strike-through, surrounded by curly brackets.

When is Document and Contract Redlining Required?

Document redlining is necessary when you are reviewing or negotiating with someone on a document, or when you are editing a document with markup for the counterparty to allow them to see where you have made changes. Other times, you can use it when reviewing and editing the writings of your colleagues to whom you have delegated tasks such as drafting reports, meeting minutes, project plans and other documents for review. By using the redlining and track changes, you can easily see the changes and save time by not having to review the entire document again.

The Challenges with Traditional Ways of Doing Document Change Tracking

Difficult to Read: As the number of changes in the document grows, it becomes difficult to read the document and makes it harder to find spelling errors or spacing problems.
Leftover Document Metadata: Track changes and document comparison often leave behind a trail of metadata that could contain sensitive information. Hence all metadata must be removed before sending the document across. This requires additional steps and slows down the process.
document redliningForgetting to Turn on Track Changes : People who are unfamiliar with the track changes function often forget to turn it on and hence any subsequent changes will not be tracked. This makes it harder for the next stage of review, forcing you to read the entire document to see what has changed.
Loss of Formatting: Accepting changes can cause loss of many types of formatting and may require significant effort to remediate these. Renumbering the document after track changes are accepted can be quite a difficult task. Many times, conversion from Word to any other systems break any special formatting (footnotes, special numbering schemes, etc.)
Desktop Only: Redline does not always appear on all devices. As a result, you need to wait until you are in front of your computer to see the documents and track changes.

Click here to read Six Complications of Redlining Contracts in Word

Five Best Practices for Document Redlining

    1. Build a Dialog with Your Counter-Party

      For transactional document redlining (read proposals, contracts, and agreements), it is important to attempt to build a dialog with your counterparty early on in the process. Try to understand the human element of the document negotiation process and determine what personality type you are dealing with.

    2. Know Your Primary Objective

      You have to understand that in the end, it is your job and accountability to ensure that you don’t sign (or make your executives sign) on the dotted line unless you are completely sure that the document contains exactly the language you intended to sign on. Business objectives are rarely laid out in black and white and often you will need to balance risk management with deal velocity. This brings us to next best practice.

    3. Set Your Priorities Correctly

      Most often we find that the following order of priorities will serve you the best:

      • Compliance First: Use the set of processes and tools that help you ensure that documents meet compliance criteria. Automated tracking of clauses and deviation from standards is a necessity.
      • Confidence: You must be confident about the full visibility and tractability of all of the changes that have been made to the document. There should be no unexplained variances.
      • Courtesy: Be courteous to your counterparty by offering them the ability to see a redlined copy, clean copy and editable copy, so that they don’t have to repeat the arduous process of redlining and document comparison.
    4. Avoid Redlining Over Emails and Attachments Exchange

      Nothing screams ERROR like an email inbox full of different versions of contract documents with notes in the body of the emails. It is a sure recipe for human error and the main reason why legal departments may appear like a black box. Remember, it is 2020 and you are still stuck with Stone Age redlining techniques and methods. Switch to an online negotiation and contract redlining platform.

    5. If you must use MS Word and email or any other software that does not allow multi-party automatic redlining, consider using the following best practices:

      • Turn on track changes but edit the document without showing markups. This way you can catch spelling or spacing issues and read the document much easier.
      • If you are sending a document via email, you want to ensure the recipient doesn’t turn off track changes.
      • Ensure that you or someone on your team scrubs and cleans the document metadata before sending it across to the counterparty.
      • Don’t forget to send the counterparty both a redline and a clean editable version of the revised document.

Click here to read 6 Tips to Streamline Redlining and Negotiating in Contracts

Why DocuCollab is the Best Solution for Document Review and Redlining?

Top reasons why you should consider using DocuCollab, the best contract management software for your document review and negotiations

1. Redlining at Any Time and on Any Device: DocuCollab has certain contract management software features that allow you and your counterparty to access and open the document for viewing and editing the documents with full redlining capability. You don’t have to wait until you get to a computer. You can review and approve documents from any mobile device.

document redlining

2. No Need to Have Three Windows Open: DocuCollab’s innovative approach eliminates the need to have 3 windows open for (1 each for redlined PDF, clean copy and editable copy).

3. Connected Multiparty Real-Time Redlining: There is no need to send documents and wait for another version to come back from your counterparty. All edits from internal or external parties can be seen as soon as they are made by any party.

4. Easy One-Click Toggle from “What Happened” Mode to “Who Did What” Mode. DocuCollab offers the ability to easily toggle from “Who did what” mode (where each reviewer’s edits are assigned a unique color) to “What happened in the document” (where all inserts are assigned a blue color and all deletes are assigned a red color).

5. One-Click View into “Show Me All Changes Since …” . DocuCollab offers a seamless view of tracking changes since any of the previous document milestones, thereby eliminating the need to have multiple redlines for future references.

6. No Need to Ask IT to Install Any Software on Your Computer.  All you need is a modern web browser and you have the full redlining and editing capabilities anytime, anywhere and on any device.

7. Get Alerts. Be notified as soon as edits are made in a document by your counterparty and close the negotiation faster.

8. Support for Offline Editing and Redlining. DocuCollab, the contract automation software allows you the flexibility to continue editing and redlining the document even when you are offline.

9. Integrated Chat. The conversation channel inside the document allows you to discuss changes and resolve issues without having to wait for a phone call. This not only speeds up the negotiation but also provides powerful compliance capability in the event of a future audit.

10. The Conversation Channels and Comments Thread next to redline edits also offer valuable knowledge management capabilities for the organization.

Click here to discover how you can automate every step of your contract management lifecycle through DocuCollab’s seamless contract lifecycle management tools.

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MSA template