Redlines and rounds
What this page is — how the other side's proposed changes reach you, how you judge and decide them, and what each decision does to the document.
What it is for — so every proposal, concession and decision in a negotiation is recorded against the document.
The problem it solves — after three rounds of marked-up attachments nobody can say what was conceded, when, or by whom.
Route: the Suggestions card on /org/papers/documents/<document> · Permission:
Manage counterparty access and redlines.
1. What it is
Negotiation on a document runs on three objects that are easily confused:
| Object | Created by | Holds | Decided by |
|---|---|---|---|
| Comment | Either side | A point, without wording | Nobody — it is discussion |
| Redline (suggestion) | The counterparty, in the portal | From text, to text, a reason, optionally the block it targets | You — accept or reject |
| Round | The counterparty clicking Send back with changes | A new version of the document, labelled counterparty round | — it is a checkpoint |
A round usually contains several redlines and comments, but they are separate records. You can accept one redline in a round and reject another.
2. Why you would use it
- Concessions are traceable. Each redline records who proposed what, and each decision records who accepted or rejected it. Nobody can later claim the cap was "agreed on a call".
- No wording enters the contract unread. Accepting a redline never pastes text in. A person makes the edit, which avoids a whole category of silent errors.
- Protected terms trigger a second look. Accepting a change to a locked or do-not-alter clause sends the document back for approval without anyone remembering to.
- Time goes where it matters. AI grades each redline against your playbook, so you can pass the harmless ones quickly and argue the rest.
3. Step by step
- The counterparty sends the document back. You receive the round notification, and the document is in negotiation with a new counterparty round version.
- Open the document. The Suggestions card lists every comment and redline, with from → to where concrete wording was proposed and an awaiting review counter.
- For each redline:
- Run Redline grade on the suggestion itself.
- For wording that looks harmless, run Shadow redline — internal only.
- Accept or Reject.
- After accepting, edit the clause to apply the wording. The accept created a new draft version as the starting point.
- When everything is decided, send the document back through the portal for the next round, or move it towards signature.
4. Field reference — what a redline carries
| Field | Filled by | Notes |
|---|---|---|
| Kind | System | redline from the portal; suggestion for the same thing raised internally. Other kinds cannot be accepted — comment … is a "comment", not a suggestion/redline |
| Block reference | Counterparty (Where in the document?) | Optional, but without it the material-change check cannot run |
| From text | Counterparty (Current text) | Optional |
| To text | Counterparty (Proposed text) | Required in the portal |
| Body | Counterparty (Why this change?) | Shown as the reason |
| Status | System | open, then accepted or rejected |
5. What accepting actually does
The proposed wording is not merged into the document. If you accept and move on without editing, the contract still says the old thing. Your Accepted list and the document must be reconciled by a person before sealing.
The material-change check runs only when the redline points at a clause reference block. Its trigger is either a block locked in the template, or a clause whose risk level in the clause library is do not alter. Free-text paragraphs never trigger it. If re-approval cannot be applied, the accept still stands, and the failure is logged rather than undone.
6. Worked example
Round 2 of Services Agreement SA-2026-044 comes back from Harbor Health with three items.
| # | Item | Grade | Decision | Result |
|---|---|---|---|---|
| 1 | Redline, clause 9.2 Liability cap: "12 months' fees" → "24 months' fees" | Outside playbook | Reject with a comment offering 18 months | Recorded as rejected |
| 2 | Redline, clause 4.1 Payment terms: "30 days" → "45 days" | Inside playbook | Accept | New draft version; owner edits 4.1 |
| 3 | Redline, clause 11 Data protection (do-not-alter): adds "…except for anonymised analytics" | Shadow redline flags a carve-out from processor duties | Accept after legal agrees to a narrower wording | Document flips to pending approval; the DPO must approve |
Neither side would move on item 1, so the owner runs Compromise draft with both positions. They send its 18-month proposal in round 3. Negotiation summary now lists item 1 as the only open point.
7. The admin contract
| What must be configured | Otherwise |
|---|---|
| Allows counterparty on the type | No redlines can arrive |
| Clause reference blocks (not pasted text) in the template for important terms | Material-change protection cannot apply |
| Locked blocks or do-not-alter risk levels on sensitive clauses | Nothing triggers re-approval |
A re_approve transition, or a pending_approval state | The fallback state may not exist in your lifecycle |
| A redline playbook for grading | Grades fall back to general market practice |
| AI auto-run on round, if wanted | AI runs only when someone clicks |
8. Downstream
- Each round is a version you can compare with the one before.
- Negotiation analytics reads rounds to show where time goes.
- Accepted changes to protected clauses put the document back in the approvals inbox.
9. Don't confuse this with…
| Comparing versions | Shows what has changed. A redline is a proposal |
| Comments | Raise a point. A redline proposes the fix |
| Amend, renew and supersede | Changes a sealed document. Redlines happen before sealing |
| AI field suggestion chips | AI-proposed field values, unrelated to the counterparty |
10. Troubleshooting
| Symptom | Cause |
|---|---|
| Accepted, but the contract text is unchanged | Accepting never merges wording (§5) |
| Accepting a minor edit sent the document to approval | It targeted a locked or do-not-alter clause |
| A clearly sensitive edit did not trigger approval | No block reference, or the clause is plain text rather than a clause block |
| Accept refused with "…not a suggestion/redline" | It is a comment |
| The grader returns generic advice | It was run on pasted text, or no playbook exists |