Attorneys spend a lot of valuable time redlining and negotiating contracts. According to a recent poll, 91% of contract negotiators (myself included) use MS Word Track Changes to redline contracts.
But how many of us truly know how to use this tool efficiently and effectively? Probably not very many. Because we didn’t receive formal training on how to use Word for redlining contracts. Instead, we learned how to use Word for homework assignments. When it comes to redlining contracts, many of us only use the functions we already know how to use.
There is so much more! Learning how to use Word for redlining contracts will speed up your review times, shorten the negotiation cycle, and make your job less frustrating. For example, here are three workarounds for redlining contracts using MS Word Track Changes. (Note these tips are for PCs and may not work the same on a Mac.)
Workaround No. 1: Unlock a Document With Lock Tracking On
Lock Tracking is an MS Word feature that uses password protection to block other users from turning Track Changes off. The problem with using Lock Tracking is that it 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 unwelcome. 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:
- Save the locked document to your computer.
- Open a new blank document in Word.
- Go to Insert > Object > Select Text from File.
- 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 No. 2: Only Accept Formatting Changes
We’ve all been there. 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 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:
- Go to the Show Markup menu and click on the drop-down arrow.
- Uncheck Comments.
- Uncheck Insertions and Deletions.
- Check Formatting. Now only your formatting changes will appear on the screen.
- Then, click on the Accept drop-down arrow.
- 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 No. 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-on 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:
- Go to the Review tab.
- Select the Delete drop-down menu.
- Click Delete All Comments in Document.
You will instantly have a comment-free contract at your fingertips, ripe for execution.
If you’re interested in learning more about redlining best practices and contracts in general, check out my book “Contract Redlining Etiquette,” subscribe to my weekly newsletter Read Between the Redlines, and check out the Contract Nerds blog. It’s safe to say that I’m a total #contractnerd! Are you?
