How to Accept Changes More Effectively
Nada Alnajafi
Award Winning In-House Counsel | Founder of Contract Nerds ?? ?? | Author of Contract Redlining Etiquette | Keynote Speaker & In-House Trainer
Negotiating contracts can be frustrating when you don't know how to use MS Word's Track Changes features to your advantage. According to?a recent poll, 91% of contract negotiators (myself included) use Microsoft Word’s Track Changes to redline contracts. But no one ever taught us how to leverage Track Changes for contract review purposes. Until now!
In?this newsletter, I'm going to show you how to master MS Word's Track Changes features which will lead to faster contract reviews, less back-and-forth, more enjoyment of your work, and greater negotiation leverage.
My name is?Nada Alnajafi. I'm a seasoned in-house attorney, blogger, author, and speaker who loves working with, talking about, and writing about contracts. And I'm determined to transform the way us lawyers and contracts professionals redline contracts for the better.
If you're interested in learning more?about contracts, follow me on?LinkedIn, check out my book?Contract Redlining Etiquette,?and subscribe to my blog?Contract Nerds?????.
Cumulative vs. Progressive Redlines
There are two ways to markup contracts - cumulative and progressive.
Cumulative redlines involves a layering ON approach whereby each drafter adds their redlines to one document and does not accept or remove anything until the end. This version shows all of the changes proposed by either side for a historical overview of the negotiation. It can be helpful to use this view when preparing the final version of an agreement. Law firms use cumulative redlines as a matter of practice to help cumulate redlines from several lawyers within the firm.
Progressive redlines involves a layering OFF approach whereby each drafters adds their redlines to one document, and then accepts and clears out markups that they agree on. This version provides a living and breathing document that is updated in real-time and only reflects the remaining disputed or open items.
The recommended best practice when negotiating contracts is to use progressive redlines because this approach accelerates the overall negotiation process by reflecting what the parties agree on and only leaving open items marked up in redlines. Using cumulative redlines would prevent the parties from communicating and visually representative what they agree with. And after all, isn't that the goal of the negotiation?
No Need to Add a Comment to Reflect Acceptance
When you accept a proposed change, you do not need to leave a comment saying, “Accepted.” Simply accept the markup, as shown in the steps below . For all other redline responses (including rejections or counteroffers), provide an explanatory comment.
Learn More: Check out Rule #1 of Contract Redlining Etiquette for more commenting best practices.
One instance where I might include a comment while accepting a change is if my acceptance is conditional or I want to leverage it to ask for something else. For example, “We don’t normally approve use of our logo for publicity, but since you gave us such a sizable discount, we can agree to it here. Would you also be open to granting us permission to use your company logo on our website under our list of customers?”?
How to Accept Changes More Effectively
You can accept changes in one of three ways. First, you can review all changes in order from top to bottom and click the Accept button. Second, you can go to a specific redline and click the Accept button. Third, you can accept all changes with just one click. Either way can be productive depending on where you are in the review process. I recommend switching between these methods as needed to keep your redlines clean, up-to-date, and clear.
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Note: We will talk about how to effectively reject changes in our next edition so be sure to subscribe to this newsletter.
High-Level Reviews
Usually at the initial review and the final review, contracts professionals like conducting a high-level review of all markups. To do this, you can follow these steps:
3. Move your cursor to the place that you want the review to begin, then click on that area on the page. For example, if you want to start from the beginning of the contract, scroll up to the top of page 1 and click somewhere there.
4. Click Next to navigate to the markup after your cursor, or Previous to navigate to the markup before your cursor. When you get to a markup, you have three choices: 1) accept it, 2) reject it, or 3) counter it.
5. If you want to accept a change, click the Accept button with the green checkmark. If you want to reject a change, don't click the Reject button! For now, just skip over the items you don't agree with by clicking on Next again.
6. Every time you click Accept, you will be automatically directed to the next markup. Continue doing this until you've reviewed all markups.
Targeted Reviews
For more targeted reviews when you already know where you want to go, you can follow these steps:
All-In-One Reviews
Say you're nearing the end of the contract negotiation, you've reviewed it a few times and are familiar with the remaining issues, and you're ready to prepare a final version. Once you've reviewed the agreement and are confident that you're willing to accept all of the remaining redlines, you can do so with just one click. Plus, its a good fail safe to make sure you've accepted all changes before preparing the final version. Here's how:
Advancing development of supra-lawyering thinking and negotiation skills.
2 年Nada Almajafi’s post addresses a mundane but important challenge — how best to communicate the changes a party makes to a contract document being negotiated, the reasons for the changes and other relevant considerations, and in a fast-paced contract shop, to what lengths a negotiator should go to avoid even snafus committed in good faith. At what point does ostensibly unintentional obfuscation of changes on the one hand, or hindrance to making changes on the other, become unethical, undermine trust, or at the very least do one’s own client a disservice by gumming up the negotiation works? What vehicles might negotiators use, partially in lieu of redlines and in-document comments, to communicate editing requests, issues, interests, etc. Viewed from a slightly different perspective, when should redlining etiquette and partial alternatives to redlining be added to the list of things to negotiate about the negotiation?
Senior Counsel, Contract Drafting and Negotiation
2 年This is such a helpful post. I wholeheartedly believe in the progressive redlines approach. It makes reviewing a contract sent by the other party so much faster and makes it easier to identify the real issues. Progressive redlining is absolutely essential when negotiating a contract on the call. When I think a historical (cumulative) review of a contract may be useful or different individuals are commenting on the document, I just make sure to save versions of the document separately. The only version I send the other side, however, only shows the outstanding issues via tracked changes.
Legal Leader for Tech Companies | Dad to the World's 2 Best Kids
2 年As I've told you before, reading your advice is like taking all the knowledge people get over 10-15 years of contract negotiation and condensing it down to helpful summaries! One question on this topic: If you have sections of clauses where you believe all the redlines are fine, do you ever select those sections and click "accept" all at once? Kind of an "accept all" for that specific section? I do that from time to time (but also get nervous sometimes, wondering if I am going to fast or accepting something by accident)
Advancing development of supra-lawyering thinking and negotiation skills.
2 年For negotiating effectiveness, I don't think there is one best way to manage changes, just as there are multiple ineffective and inconsiderate ways. Process context matters. Are the parties conversing while managing edits? If so, who among the respective parties' negotiation teams are participating in those conversations? Are the documents circulating and being edited within each party's team (not just the lawyers on the team), sequentially? I believe it's important to agree or at least communicate, in advance, on how redlines, document-locking, etc., will be handled. How a negotiator makes these decisions and communicates about them, as with many other factors, is likely to impact trust, defensiveness and other bargaining levers, both inner and outer.
Senior Manager @ EY | Inspiring Change in Contract Negotiation @ Scale
2 年If you're likely to do a lot of work with redlines invest early in getting used to keyboard shortcuts. (At some point the old-dog-new-tricks mental barrier may set in). The keyboard shortcut for toggle track changes in MS Word is Ctrl+Shift+E. Additionally, a) Go to Options under File menu - Customize Ribbon - Keyboard shortcuts and press Customize. b) Under Specify a command - Categories - scroll down to All Commands, it's easier that way. c) Click in the Commands: box and type a letter to find the below. d) Assign new shortcuts for NextChangeOrComment and PreviousChangeOrComment. Use key combinations that aren't already assigned. e) Assign new shortcuts for AcceptChangesSelected and RejectChangesSelected. Use key combinations that aren't already assigned. f) Tip - Make the navigation d) shortcuts above simpler (e.g. Alt+ N, Alt+P) and the decision e) shortcuts above a little tougher (e.g. Alt+Ctrl+Shift+A, Alt+Ctrl+Shift+R), you probably do not want to accept or reject too easily. There's always Ctrl+Z (Undo) if you make a mistake. Do this and you're closer to being a power-user :)