LegalFree tool
Redline Comparison and Response Log
A clause-by-clause log of every round of your contract negotiation: what changed, which old wording came back, and a proposed reply to each change.
Free to start · Opens in your River workspace, ready to edit and share
How to review and respond to a contract redline
A contract redline is a draft marked to show what changed since the last version, with insertions underlined and deletions struck through. To review one, compare it yourself against the draft you sent. Sort each change by what it does to money, risk and duties, and read it against that clause's history in earlier rounds. Then answer every change: accept, reject or propose new wording, with a short reason.
The rule that matters most: don't take their markup's word for what changed. Run your own comparison, and read each change against the rounds before it, since a clause marked as changed may be wording you rejected two rounds ago.
Run your own redline comparison
Tracked changes show only the edits made while tracking was on. Microsoft's help for Word puts it plainly: when Track Changes is off, "Word stops marking changes."1 A tidy markup shows what the other side recorded, which may not be everything they changed.
So compare their file against the exact version you sent, saved from your sent email rather than your working copy. In Word, that's Review, then Compare. Microsoft's documentation lists separate comparison settings for headers and footers, footnotes, text boxes, tables, comments and moves2. Check that they're all on, since a changed footer or footnote is easy to miss on screen.
Keep their markup too. Word's comparison labels every difference with a single reviewer name, which Microsoft's developer documentation says defaults to the revised document's author, or the word "Comparison"3 if none is recorded. Only their markup shows who says they changed what.
Courts can undo a hidden change, but don't rely on it. In Hand v. Dayton-Hudson4 (1985), a dismissed employee, himself a lawyer, retyped his employer's release and added an exception for the claims he later sued on. A company official signed it. A federal appeals court, applying Michigan law, upheld a ruling restoring the release's original meaning, but only because a trick had led the company to sign it unread. Compare the copy you sign, too.
Sort each change by what it does
A long markup overstates the work. A replaced phrase shows as a deletion plus an insertion, but it's one change, and a moved clause is one change too if your comparison shows moves. Count changes by what they do to the deal, not by how many colored marks they leave.
Five kinds of change, and what to do with each
| Kind | How to spot it | What to do |
|---|---|---|
| Substantive | It changes money, risk, a deadline, a duty or who decides | Weigh it against your positions, then accept, reject or counter |
| Drafting | The same deal in different words | Accept if the meaning holds, and treat it as substantive if it doesn't |
| Housekeeping | Numbering, styles, spacing and typos | Accept, then confirm cross-references still point to the right clause |
| Unmarked | In your comparison but not in their markup | Raise it first, quoting both versions |
| Restored | Wording from an earlier round, back again | Treat it as reopening that point, and say what it was traded for |
Give edited definitions a second look. Changing one defined term changes every clause that uses it, yet the markup shows the edit only once.
Read each clause across every round
Comparing the last two drafts tells you what changed, not what it means. For that, keep an issues list: one row per clause in play, with each side's position in every round and anything traded for it. If you haven't set your positions yet, the contract review checklist template records a standard, fallback and walk-away for each clause type.
The history exposes a familiar late move. A Program on Negotiation article, adapted from a piece by Harvard Business School professor Michael Wheeler, describes the old "salami game"5. One side makes an attractive proposal, then takes back thin slices, none important enough to blow up the deal. In a redline, a slice can look like old wording quietly restored.
Round 1, yours: 11.3 caps data breach claims at 2 times the fees paid in the prior 12 months.
Round 2, theirs: 11.3 deleted, leaving data breaches under the general cap of 12 months' fees.
Round 3, yours: 11.3 restored. In return, you accepted their price increases of up to 5% a year in 4.2.
Round 4, theirs: 11.3 deleted again, with no comment. Their 4.2 stays.
Your reply: "We accepted 4.2 in round 3 in exchange for 11.3. If 11.3 comes out, 4.2 goes back to our round 1 wording."
- One deletion, or a reopened trade. Comparing rounds 3 and 4 shows a single deletion. The history shows a point you already paid for.
- Tie the clauses together. The reply links 4.2 to 11.3, so they can't keep the price rise and drop the cap.
- Name the round. Citing round 3 lets them check the history for themselves.
The reply puts two pieces of advice from Harvard Business School professor Deepak Malhotra to work. Counterparts are "often motivated to overlook, minimize, or downplay your concessions,"6 he writes, so label each one. When trust is low, he suggests making a concession contingent, linked explicitly to a specific concession from the other side.
Write your response
Answer every change
Accept it, reject it or counter with new wording. Proposed language is easier to agree to than an objection.
Give a short reason
Add a one-line comment to each rejection or counter. A reason tied to the deal, such as the price you agreed, carries more weight than "not acceptable."
Track your own edits
Make every change with Track Changes on, then compare your draft against theirs to confirm each edit shows.
Send two files and a note
A clean draft, a comparison against their last draft, and a cover note listing what you accept and what stays open.
Counters on clauses that shift risk deserve the most care. If an indemnity is in play, the indemnification clause drafter writes one for your side, lined up with the liability cap.
Take your internal notes out
Microsoft warns that comments and tracked changes can reveal who worked on a document, what reviewers said and what changed7, which you may not want outside your team. Delete internal comments one by one. Word's Document Inspector removes comments and tracked changes in one step, so save it for the clean copy.
Check it before you send
Before you send your response
- You compared their draft with the version you sent, every setting on
- Every unmarked change is listed in your cover note
- Each change has an answer, and each pushback a reason
- Your issues list shows every round, and what each concession bought
- Your own edits are tracked, and internal comments are gone
- You're sending a clean draft and a comparison against theirs
When to bring in a lawyer
If you're negotiating without counsel, ask a lawyer before you accept changes to liability, indemnity, ownership of work or termination, or sign a large or long deal. This guide is general information about US practice, not legal advice.
Once the deal is signed, a contract summary lists what your side must do and by when. To get the round-by-round log and a proposed reply to each change, give the tool at the top of this page every round you have.
How it works
Start with the draft that came back and every earlier round you still have, plus anything you can't give up. River reads the rounds oldest first and logs each clause in a Sheet. Each row shows what changed, the round it entered and where the clause stood in every round. Then River weighs each change against your position and proposes a reply, with its reasoning written out, in your workspace.
It counts a replaced phrase or a moved clause as one change and keeps renumbering apart from real edits. It reads headers, footers and footnotes too, and names any part it couldn't reach. Where an author's name can't be confirmed from the file, the log says so rather than guessing.
Add every round
Paste or attach the draft that came back, plus each earlier round and anything you can't give up.
River reads every round
Oldest first, it ties each change to its clause and counts replaced or moved text as one change.
Get your change log
A Sheet showing where each clause stood in every round, plus a proposed reply to each change, with reasons.
Decide and respond
Overrule any call, then ask River to draft your response markup or a cover email to their counsel.
What you get
- A Sheet, one row per clause: what changed, the round it entered, and where it stood each round
- A flag wherever the newest draft restores wording from an earlier round, which a two-draft comparison misses
- Replaced and moved text counted as one change each, with renumbering and restyling kept separate
- Clauses they've never moved on and clauses you've already conceded, sorted by how much is at stake
- A proposed reply to each change, with the reasoning written out so you can overrule it
- Notes on which authors could be confirmed from the file, and which parts it couldn't read
Common questions
What is a contract redline?
A contract redline is a draft that shows its changes from an earlier version, usually with insertions underlined and deletions struck through in color. Lawyers also call it a blackline or a comparison. It comes either from editing with Track Changes on or from comparing two versions, and only the comparison catches edits made with tracking off.
How do I compare two versions of a contract?
Open Word's Review tab and choose Compare. Pick the version you sent as the original and their draft as the revised copy, and Word builds a new document marking every difference. Check the comparison settings first so headers, footers, footnotes, text boxes and moves are included. For PDFs, convert both files to Word or use a dedicated comparison tool.
What if I find a change they didn't mark?
Raise it in writing before anything else, and keep the tone neutral. Quote the clause as you sent it and as it came back, then ask them to confirm or reverse the change. It may be a slip, such as an edit made with tracking off, but don't sign until every difference your comparison found is settled.
How do I compare contract rounds with River?
Paste or attach the draft that came back and every earlier round you have in the box at the top of this page, and add anything you can't give up. River reads the rounds oldest first, logs each clause in a Sheet and proposes a reply to each change, all in your free River workspace.
Do I need every earlier round?
No, but each extra round sharpens the reading. With only the latest draft, River sorts its changes against what you can't give up and says the clause history needs earlier rounds. With every round, it shows where old wording has come back and which clauses they've never moved on. Without a stated position, it works from your own last round and says so.
Does River decide which changes to accept?
No. It proposes a reply to each change, measured against what you said you can't give up. The reasoning is written out, so you can overrule the reasoning and not just the call. Every issue cites its clause for you to check, and none of it is legal advice.
Is the redline comparison tool free?
Yes, it is free to start. Your change log and proposed reply open in a River workspace, where you can edit them, share them or ask River to change them. Paid plans add more AI use and access to the most advanced models.
Sources
Microsoft Support. “Track changes in Word.” support.microsoft.com (opens in a new tab)
Microsoft Learn. “Application.CompareDocuments method (Word).” learn.microsoft.com (opens in a new tab)
Microsoft Learn. “Document.Compare method (Word).” learn.microsoft.com (opens in a new tab)
Caselaw Access Project. “Hand v. Dayton-Hudson.” case.law (opens in a new tab)
Program on Negotiation at Harvard Law School. “Deal with Last-Minute Demands.” pon.harvard.edu (opens in a new tab)
Program on Negotiation at Harvard Law School. “Four Strategies for Making Concessions in Negotiation.” pon.harvard.edu (opens in a new tab)
Microsoft Support. “Remove hidden data and personal information by inspecting documents, presentations, or workbooks.” support.microsoft.com (opens in a new tab)
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.