Improve the contract negotiation process with the right tools

By Shirley Gorman, Payne Consulting Group

Contract negotiation is a central element in any attorney's practice—particularly for business and corporate attorneys. As the negotiation process progresses and the contract passes between parties for review and revision, you need to be able to find and review changes. Using the tools provided by Microsoft Office Word 2003, you can share, review, mark up, and compare different versions of a contract.

Documenting contract negotiations

The contract negotiation process typically begins when you or an attorney representing another party drafts a contract and then distributes the contract to all parties for review. You and the other party's attorney then suggest changes you want made to the document. Each stage of the negotiation process is captured by a new version of the contract that incorporates the agreed-upon terms and conditions.

Mark up changes

During the negotiation process, both parties mark up additions and deletions for quick reference in a practice referred to as "redlining" or "blacklining." Before computer software provided automated redlining, a hard copy of the document was revised by using a red pen and ruler. Today, documents are created by using word-processing programs and are sent back and forth in e-mail messages between parties during contract negotiations. As a result, document comparison and reviewing software has become an essential tool in the contract negotiation process.

Simplifying "dupe and revise"

Chances are that you don't create many contracts from scratch. You might start with an existing document created for one client and modify the document to meet the needs of another client. This practice is commonly referred to as "dupe and revise." Microsoft created an exciting new feature in Word 2003 called smart documents, which makes it possible for you to use existing intellectual property (for example, legacy documents and related data) in contracts and other types of documents. Smart documents use XML technology to create new documents.

Using smart documents, you can:

  • Pull existing information from databases for use in a contract.
  • Automatically use e-mail to route a contract upon completion.
  • Create a template to include a variety of clauses that relate to different sections of a contract.

 Note   XML features, except for saving documents as XML with the Word XML schema, are available only in Microsoft Office Professional Edition 2003 and stand-alone Microsoft Office Word 2003.

Sharing documents with others

After you create a contract, you pass it along to co-counsel, clients, and other parties for review and revision. Word 2003 contains a number of document collaboration tools that make revising, reviewing, and sharing contracts between parties much easier. Using these tools, you can:

  • Automatically capture and display all changes, additions, and deletions in the contract as revisions.
  • Identify the differences between the original contract and the revised contract by comparing both versions of the contract and generating a third blacklined document.
  • Display both versions of the contract on the screen at the same time and synchronize the scrolling of the document windows as you compare each section of the contract.

Confidentiality and file protection

When you share contracts between parties, it is imperative that you maintain client confidentiality. Word 2003 provides several tools to help you address this issue, including:

  • Metadata cleaners that strip all hidden information from contracts before you distribute the contracts outside the firm.
  • An Information Rights Management (IRM) feature that helps you control how other parties can use protected documents—for example, attaching these documents to an e-mail message, printing these documents, or copying them. You can even set an expiration date to prevent access to a contract after a date that you specify.
  • Document protection that prevents others from making changes to a contract unless the change tracking feature is turned on.

Using tools to create and collaborate

Your job as an attorney is to work on behalf of your clients to get the best possible terms during contract negotiations. Word 2003 provides you with tools to create complex contracts quickly and easily. Word 2003 also offers powerful features that you can use to collaborate with others during the revision cycle of the negotiation process.

More information

About the author     Shirley Gorman is Vice President of Client Relations for Payne Consulting Group, a software training and development company headquartered in Seattle, Washington.

Applies to:
Word 2003