Digital Tools for Contract Review and Negotiation

Contract review is everywhere in our lives and the lives of our clients. Even though the need to review and negotiate contracts has been around for ages, it is a mistake to think that the technology tools and best practices have not changed.

Tip 1. Remember to Track Changes

Track changes, and while you are at it, remind anyone who is working on the document to track changes as well. This needs to be step one when you sit down to review and revise a document, whether it is a contract or a pleading. To enable the “Track Changes” feature in Microsoft Word, first open the Word document that you wish to work on. Next, go to the Review tab at the top. There you will see a menu button for “Track Changes.” Click the down arrow, and you can choose to enable Track Changes for everyone or just you. Choose “For Everyone.” The “Track Changes” will highlight the text that you insert, as well as the text that you delete or move in the document.

If you receive a document with changes, you can accept or reject the changes in the document. Next to the Track Changes section of the Review tab you will find buttons to “Accept” or “Reject” the changes, along with “Previous” and “Next” buttons to make moving between changes faster.

Tip 2. Don’t Leave Anything to Chance

A user’s Word settings may alter how the individual views the changes. To preserve the changes so anyone can see them, make a PDF of your document with the changes (also called redlines). This way, you can send both, so the recipient can respond to the changes in the Word document.

Tip 3. Compare the Two Versions of the Document and Identify Changes

You can use Microsoft Word to compare two versions of a document and identify changes. If people send you a version of a contract in which they forgot to track the changes they were making, you can still see the changes without going line-by-line through the document. To get started, open Microsoft Word; you can either open a new document or one of the documents that you want to compare. Next, go to the Review tab. There you will find an icon with two documents and the word “Compare” underneath. When you click on Compare, you will get two options:

1.  Compare: This process will compare two versions of a document (legal blackline).
2. Combine: This process will combine revisions from multiple authors into a single document.

Compare documents. Selecting this process will pull up an interface where you can select the first version (or the “Original”) of a document. Next, you will choose the revised document—the second version that you wish to have compared to the first version. Once you have selected the second version, you are given the option to label the changes identified with a person’s name. You can swap the documents if you wish. Before you hit OK, click on the “More” button at the bottom left. This will allow you to customize the comparison settings. You can also choose whether you would like the changes to be shown in the Original document, in the Revised document, or in a New document. For preservation purposes, it is probably best to select New document. Once your choices have been selected, you can click OK.

Word will create the new document that will be titled “Compare Result.” You will see it in the main window with the changes identified. On the right you will see the original document in the top box and the revised document below it.

Combine documents. This process is very similar to comparing documents, except you can take two edited documents (both having tracked changes) and combine them into one document with everyone’s revisions marked. This tool is handy when you have a document marked with Tracked Changes from more than one person, and you want to see all the changes in one place or identify where people may have made different changes to the same text.

Tip 4. Consider Digital Drafting and Automation Tools

If you subscribe to Thomson Reuters, then you may be aware they have a host of document drafting and automation tools to take your efficiency to the next level. Some candidates to consider include Practical Law, Contract Express, and Drafting Assistant.

• Working on a matter different than what you usually work on? Practical Law offers step-by-step guidance customized to the new practice area. It can provide a standard agreement form or automated templates with its Fast Draft feature.
• Ready to take your templates to the next level? Contract Express can help you build your own templates or customize the ones you find through Practical Law.
• Need a virtual editor? Drafting Assistant can help you with document editing and automated proofreading.

If you are already a Thomson Reuters subscriber, these tools make sense. If you are not, here is ample evidence that it is not just for litigators.

Tip 5. Collaborate on Contracts in Real Time with Office 365 or Google Docs

Google Docs is a free-to-use word-processing platform from Google. Office 365 is a suite of applications from Microsoft (including Outlook, Word, Excel, PowerPoint, OneNote, Publisher, and Access). Years ago, before Office 365, Google Docs was the heavyweight champ of document collaboration, allowing multiple users to edit the same document in real time. Today, that isn’t true. Both platforms allow for real-time collaboration in a browser.

Google Docs collaboration. Start by going to www.google.com/docs. Sign in with a Google account. Next, either upload the document that you wish to work on or start one in the web browser. Once the document is opened, you will see a blue “Share” button in the upper right-hand corner. Click on that, and an interface will open where you can invite people to your document by entering their email address. This will send them a link to the document. You can also designate their access level as Restricted (meaning only people granted access by email from you can open the link) or General Access (meaning anyone with the link can access it.) The former is more secure. Once you enter an email, you can customize the message that will be sent with the link and designate the person invited as either an Editor, Commenter, or Viewer, depending on how much access and interaction you would like the person to have. Then you send the link, the person clicks on it, and the collaboration begins.

Office 365 collaboration. Start by going to Office.com and logging in to your account. On the left side of the screen, you will see icons for Home, Create, and Apps. Click on Apps. Then, from your list of apps, click Word. You will see options to open a new blank document, open a recent document saved to your Microsoft OneDrive, or upload a file you wish to work on. Once you have the file open, there is a Share button in the upper right-hand corner (similar to the layout in Google Docs). Clicking on the arrow next to it pulls up a short menu with options to Share, Copy Link, or Manage Access. Clicking on Share pulls up an interface where you can type a name, group, or email address. You can then customize the email message that is sent with the link. You can also designate whether anyone with the link can edit or only specific people can edit, while others can only view or suggest changes. One benefit to Office 365 is that you can also set an expiration date for their access and editing rights. (Note that Office 365 will soon become Microsoft 365, which might have different menus, procedures, and features from those described above.)

The times have changed, and with technology they have changed for the better. These tips will keep you at the top of your contract drafting and negotiating game.