Three Favorite Redlining Workarounds

Seventy-eight percent of contracts professionals?learn how to redline contracts on the job.?Let me say that one more time - 78% of contracts professionals learn how to redline contracts on the job. Not in school, not in a formal training program, and not from a mentor or boss. Those who did are the lucky few!

This lack of uniformity in how we learn to redline contracts causes many issues across the contracting lifecycle. Including miscommunications, lack of trust and transparency, reduced negotiation leverage, frustration, prolonged back-and-forths, and, ultimately, loss of revenue for your organization. We redline contracts all day long but none of us redline exactly the same. Ugh...

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 we lawyers and contracts professionals redline contracts for the better.

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. In this edition, I want to show you my top three favorite redlining workarounds!

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?????.

Workaround #1: Unlock a Document with Lock Tracking On

Lock Tracking is a feature in MS Word that uses password protection to block other users from turning Track Changes off. The problem with using Lock Tracking is that blocks other users from using all the Track Changes features.

For example, when Lock Tracking is on:

• You can only move forward in the revision process, not backward. That means that if you make an edit and then later want to go back and revise the edit, you won't be able to. This can result in incorrect redlines.
• You can only propose edits, you can't Accept or Reject edits. That means you are in a one-way redlining exercise. This can slow down the negotiation process.
• You can feel as though your point of view is unwelcomed. This can damage the collaborative nature that we should be fostering in commercial contract negotiations.

So while it seems nice in theory to require your counterparty to use Track Changes, using Lock Tracking is not suitable for commercial contract negotiations because it can ultimately delay the negotiation process.

If your goal is to reduce the number of redlines received, then consider improving the terms in your contract template instead of locking the document. If your concern stems from a lack of trust, then run your own redlines using a document comparison tool (MS Word has one).

Here's how to unlock a document with Lock Tracking:

1. Save the locked document to your computer.

2. Open a new blank document in Word.

3. Go to Insert > Object > Select Text from File.

4. Navigate to and select the locked file, and click Insert.

And voila! What you get is a new, unlocked Word document reflecting all formatting, redlines, and comments from the original document.?Be sure to save this under a file name that indicates the change, such as “unlocked version.”

Workaround #2: Only Accept Formatting Changes

We’ve all been here. We get to a point where there are so many formatting changes that it has gotten difficult to see through the woods. The presence of so many formatting changes is even disrupting your efforts to fix the formatting issues, so hiding them isn’t enough. You need to clear the formatting changes but you’re not ready to clear the redlines or comments.

We usually get to this point when:

• We are preparing the final version for execution; or
• We are negotiating a long and complex agreement with more than two parties involved.

Here's how to accept or clear all formatting changes from your contract:

1. Go to the Show Markup menu and click on the drop-down arrow.

2. Uncheck Comments.

3. Uncheck Insertions and Deletions.

4. Check Formatting. Now only your formatting changes will appear on the screen.

5. Then, click on the Accept drop-down arrow.

6. Select Accept All Changes Shown.

If you are preparing the final version for execution, then clearing all formatting changes is a given. But if you are clearing formatting changes midway through the negotiation, be sure that all parties agree before doing so. To do this, you can note the draft as such via email to the parties and within the file name. For example, in the file name, you can add "formatting cleared."

Workaround #3: Remove All Comments With Just One Click

Before sending a contract out for signature, it is important to clean up the draft by clearing all markups and comments from the margins so that the final document reflects only the agreed-upon contractual terms.

Instead of manually deleting each comment one by one, you can simply click a button that will clear all comments (resolved and unresolved) at the same time.

Here’s how to remove all comments from your contract with just one click:

1.????Go to the Review tab.

2.????Select the Delete drop-down menu.

3.????Click Delete All Comments in Document.

You will instantly have a comment-free contract at your fingertips, ripe for execution.?

Interested in more contracting fun?! ??

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• Plus learn about how to avoid making these four?redlining faux pas?that can cause "redlining rage" among your peers.