The process of editing contracts doesn’t happen offline anymore - so how do you redline contracts in a google doc?
What is redlining?
In the context of contracts, redlining means the process where parties to the contract make their suggested changes and revisions to the document, as part of the negotiation process before signature.
It’s called redlining because changes used to be suggested using red ink, which would help people working on the contract to keep track of the new ‘redlines’ between each iteration of the document.
Redlining is part-collaboration, part-negotiation: some changes are intended to simplify the agreement, but some are intended to advance either party’s commercial position, or minimize the risk it’s taking on. It’s up to the parties to decide which terms they object strongly to, which they can live with, and where a middle ground of compromise might be.
Once both parties are happy and all the ‘redlines’ are accepted or rejected, the contract can move forward to signature.
It’s important to note that in certain countries, ‘redlining’ has an entirely different meaning and historical context. Read more about redlining in the context of discriminatory practices here. But for our purposes, we’re talking about contracts.
Redlining in Word documents
Microsoft Word has been the default currency for contracts for decades, and is still where the majority of contracts start their lives. Any lawyer who’s ever worked with a contract - in fact, any person who ever had to get a contract through revisions - has dealt with redlining in Word.
In Word, we use tracked changes to redline contracts. As you’d expect, Word’s user interface helps us out by making the redlines red:
… which goes some way to making it obvious when changes have been made, and need to be reviewed by the counterparty. However, if you’d used Word then you also know quite how painful it can be to collaboratively edit a document via the tracked changes functionality. Tracked changes are difficult to read, sometimes difficult to find, and too many tracked changes can also have an impact on document load time.
But the two biggest problems cause by using tracked changes for redlining contracts are:
1. Version control
It’s still far too common to see ‘MSA_Final_Finalfinal_draft_v.18.doc’ as the filename of a Word contract that’s been through redlining in tracked changes. It leads to multiple versions being created, followed by confusion and wasted time.
2. Loss of data
Once a Word contract is exported as a PDF for signing, all the data about those negotiations is lost. Anyone reviewing the PDF in future would have no idea why the final text reads as it does.
These problems increasingly drive modern legal teams to look for collaborative, browser-native solutions for redlining contracts.
Why use Google docs for redlining contracts?
Compared to the static files and version problems of Word, Google docs are a step in the right direction. A Google doc is a browser-native document, not a static file. It’s a collaborative, dynamic, digital format, built from structured data that can be searched and plugged into other systems.
It doesn’t need to be saved locally for edits, which goes a long way to solving the problem of version control. You can collaborate on the document in real time with other parties, and if you hit the zig-zag arrow …
… you can open an activity dashboard that gives you an audit trail of viewers, commenters and other collaborators on the document. You can also hit ‘File’ and then ‘Version history’ to explore each iteration of the document over time.
That’s the version history - but how do you actually make the changes?
How to redline in Google docs
If you find a term you want to negotiate, or suggest changes to, highlight the copy, right-click, hit ‘Comment’, and use @ to tag your counterparty in the document, via their email address.
They’ll get an email informing them of the comment. If their Google drive is integrated with other platforms, they might get a notification there - in Slack’s Google drive bot, for example.
You can also assign ownership of particular comments - this clarifies that the tagged individual is responsible for resolving this comment:
At this point you might have to choose access levels for the tagged party - if you’ve yet to share the document with them, you’ll be prompted to do so and to select their access level (usually you can choose from view, comment or edit).
You’ll be able to see when someone new opens the document and starts to read and make changes - their avatar will pop into the top right corner.
By working through any changes, deletions or additions to the document this way, you can use Google docs’ collaborative UI to reach agreement on your contract redlines and move forward to signature.
Read more about how to sign a Google doc.
If in doubt, check out this handy video explainer from Crafty Counsel, which works through a redlining process on a term sheet using Google docs functionality.
Your counterparty could also just change copy directly, rather than making comments - however this is a little harder to track, and runs into some of the same problems as redlining in Word. For the sake of clarity, it’s easier to use commenting to make changes to contracts.
The limitations of Google docs for redlines and contracts
Although Google docs certainly offers a step up from Word, in terms of collaboration, the format isn’t widely used to get contract redlines agreed, for various reasons.
Don’t watch me edit 🙈
Legal teams don’t particularly like the idea that the other party might see them making changes in real time. Google docs are live - typos, or early comments that are quickly rethought and discarded, can be seen in real time by the other party. This isn’t something lawyers are too keen on.
I still don’t understand the version history 🤔
All the negotiation data from the redlining process is technically captured by the Google doc process - but it’s pretty difficult to access. Scrolling back through versions in the sidebar doesn’t always surface the information you’d like it to, and trying to piece together the order of resolved comments is equally difficult.
Unattractive contracts 👻
Google’s editor wasn’t created for contracts, so there are plenty of formatting and functional limitations that make for a poor experience - like adding signing blocks, linked clauses, illustrations and branding, or complex tables.
Difficult to sign 🖌️
There’s not much point getting your contract through redlining if you then need to take it elsewhere to properly sign it. Signing a Google doc requires third-party software or plugins - meaning you can’t easily complete the digital contracting process within the document itself.
These limitations mean that legal teams usually choose a dedicated platform for creating and managing contracts.
How to redline in a contract automation platform
Here’s how the experience differs if you create a free Juro account and manage your contracts in a purpose-built platform.
- Internal comments: make suggestions for your team members and colleagues to review
- External comments: toggle to a different sidebar to submit comments for your external counterparties
- Track edits through a timeline: scroll back with a click through previous versions to see who made what changes and when
- Secure audit trail: all your redlining data is captured for future analysis. Browse analytics to find out what - or who - is holding up your contracts
Use Juro's timeline to scroll through previous versions of your contract and its redlines.
Aside from redlining, there are a host of other features that make it easy to create, negotiate, sign and manage contracts, like:
- Automated templates
- Q&A flows to generate contracts
- Approval workflows
- Secure eSignature on any device
- Renewal reminders
- Secure contract repository
- Post-signature analytics
… plus a roadmap of new features being added each week. If you’re interested in making your redlining experience easier, and your contracting process faster, hit the big button below to find out more.