Sending to a counterparty
What this page is — adding the other side to a document and inviting them into the deal room, from your side of the screen.
What it is for — so the other side responds on the document itself, without an account, and you stay in control of their access.
The problem it solves — negotiating by email leaves a thread nobody can reconstruct, and a final version whose origin is a guess.
Route: the Parties panel on /org/papers/documents/<document> · Permission:
Manage counterparty access and redlines.
1. What it is
Sending to a counterparty takes two separate acts, and people often assume one covers the other:
| Act | What it does | What it does not do |
|---|---|---|
| Add Counterparty | Names a person on the document with a role | Contact them |
| Send portal invite | Emails that person a private deal-room link | Change the document's content |
| A lifecycle step such as Send to counterparty | Records the document's state | Send anything — no email, no link |
The third row causes most confusion. A lifecycle "send" step's confirmation lists the parties precisely because they have not been contacted. Use it after delivering, or when delivery happened outside Orbit.
2. Why you would use it
- Every position is recorded against the document. You never have to reconstruct a negotiation from a mail thread when a dispute arises two years later.
- The other side needs no account. A link and a browser are enough, so negotiation starts days sooner.
- You stay in control of access. Revoking an invite cuts the link immediately, useful when a contact leaves the other company mid-deal.
- Your internal work stays internal. They see the document and the discussion. They never see your comments on it, shadow redline analysis, or your other documents.
3. Step by step
-
Check that the type allows counterparties. Allows counterparty is off by default.
-
In Parties, click Add Counterparty. Search existing counterparties, customers and contacts, or type a new person's details.
-
Choose the Role:
Role Label Use for Counterparty Can review, comment and negotiate Their lawyer or deal lead Counterparty signer Negotiates and signs The person who will sign CC Kept in the loop only Someone who needs copies but not a voice -
Save — "Counterparty added".
-
On that party's row, click Send portal invite. Set Link valid for (days) and an optional Message.
-
Send. The email goes out, and the document takes its lifecycle
sendtransition if one exists from the current state.
If the email fails, you see "Invite created, but the email could NOT be sent — copy the portal link and share it manually." The link works — copy it and send it yourself.
4. Field reference
| Field | Required | Default | Validation — exact messages |
|---|---|---|---|
| Name | Yes | — | "Name and email are required" |
| Yes | — | Same message. The invite goes here | |
| Role | Yes | — | Counterparty, Counterparty signer, or CC |
| Link valid for (days) | No | 30 | The portal token expires after this many days |
| Message | No | Empty | "A short note included in the invite email" |
Refusals when sending the invite
| Message | Meaning |
|---|---|
| "party is not a counterparty" | The party's role is CC or internal — change the role |
| "counterparty access has been revoked — add the party again to re-invite" | Access was revoked earlier. Revocation is final for that party row |
| "party has no email address" | Add an email to the party first |
5. When they can act, and when they only read
The invite always opens the document, but actions are accepted only while the document is in sent_to_counterparty, negotiation or out_for_signature. In other states they see "This document is not currently open for counterparty actions."
So sending an invite while the document is still in draft gives them a read-only preview. Move the document on before inviting, or name your lifecycle states to match.
Redactions
Before rendering for them, the document's redaction layers for external and counterparty audiences are applied. If a layer cannot be resolved, the document is withheld rather than shown in full.
6. Worked example
Maria at Gatiro is negotiating Distribution Agreement DA-2026-012 with Kestrel Foods.
- The Distribution agreement type has Allows counterparty on.
- Maria adds two counterparties:
- Leo Park — Counterparty (Kestrel's in-house counsel).
- Ana Ruiz — Counterparty signer (Kestrel's COO).
- She moves the document to Sent to counterparty with the lifecycle button. Nothing is emailed yet, and the confirmation lists Leo and Ana as not contacted.
- She sends Leo an invite, valid for 14 days, with the message "Draft for your review — pricing schedule in Annex B."
- Leo leaves Kestrel a week later. Maria clicks Revoke access on his row ("Access revoked"), adds his replacement Mei Chen, and sends her a fresh 14-day invite.
- Leo's old link now shows "This link is no longer available".
7. The admin contract
| What must be configured | Otherwise |
|---|---|
| Allows counterparty on the type (behaviour settings) | Counterparties cannot be added |
| Manage counterparty access and redlines. on the user's role | The Parties panel's counterparty controls are absent |
Lifecycle states named sent_to_counterparty / negotiation / out_for_signature, or transitions send, redline, accept | The portal is read-only in your states |
| Outbound email | Invites must be copied and shared by hand |
| External redaction layers where content is sensitive | They see the full text |
8. Downstream
- Each invite is a portal distribution in the document's distribution list, with its expiry and its status — active, expired or revoked.
- The counterparty's actions arrive as comments, suggestions and rounds — see redlines and rounds.
- Accepting in the portal moves the document on to signing — see accepting and closing.
- Counterparty signers can be picked straight into a signature request later.
9. Don't confuse this with…
| Share links | Read-only delivery, with no discussion |
| Customer portal | Signed-in, and covers all their documents |
| Counterparties settings | The directory you search when adding — not access |
| Lifecycle "send" steps | State only — nobody is contacted (§1) |
10. Troubleshooting
| Symptom | Cause |
|---|---|
| Add Counterparty is missing | The type's Allows counterparty is off, or you lack the permission |
| You moved it to Sent to counterparty and they heard nothing | Lifecycle steps do not email — send the portal invite |
| They open it but cannot comment | The document is not in one of the three open states (§5) |
| "…access has been revoked…" on re-invite | Remove the party and add them again |
| Invite created but no email | Outbound email failed — copy the link from the toast's instruction |
| They see blacked-out text | An external or counterparty redaction layer applies |