Contract redlining is the tracked review and negotiation of proposed changes to agreement language. It allows parties to compare positions, preserve drafting history and distinguish accepted wording from unresolved changes.
What happens during redlining?
- Start from the approved template or counterparty draft.
- Track insertions, deletions and comments by reviewer.
- Compare changes with policy and fallback positions.
- Resolve commercial, legal and operational issues.
- Approve the final clean version for signature.
Which clauses commonly require review?
- Scope, price and payment
- Term, renewal and termination
- Liability, indemnity and insurance
- Data protection and confidentiality
- Intellectual property and publicity
- Service levels, acceptance and remedies
Redline vs. clean copy
The redline shows changes relative to a comparison version. The clean copy shows the resulting text without markup. Before signature, parties should confirm that the clean copy matches the approved redline and contains no unresolved comments.
How should versions be controlled?
Use one owner, a clear naming or system history, identifiable reviewers and a locked signature version. Email attachments with overlapping edits can cause accepted language to disappear or rejected text to return.
