Category: Process
Redline
A marked-up version of a contract showing proposed changes — insertions, deletions, and edits — usually exchanged between parties during negotiation.
A redline is a marked-up version of a contract showing what one party wants to change. Insertions show up in one color, deletions in another, and the underlying original stays visible so everyone can see what was there before.
The name comes from the literal red pen that lawyers used to mark up paper drafts before Microsoft Word took over. The red pen is gone; the jargon stuck.
A typical negotiation runs three to five rounds of redlines. Side A sends the draft. Side B returns a redline with their changes. Side A redlines B's redline — accepting some edits, rejecting others, counter-proposing a middle path on a third set. This continues until both sides are tired enough to sign, which is usually the actual endpoint of the negotiation.
A few terms people confuse with redline:
**Blackline** is the comparison artifact — a document showing the differences between two specific versions. Redlines are produced *during* negotiation; blacklines are used *after* to audit what changed between two points in time.
**Tracked changes** is Microsoft Word's feature name for the mechanism that produces redlines. "Send me a redline" and "send it with tracked changes on" mean the same thing in practice.
**Markup** is the generic term covering redlines, comments, and any other annotation layered over a clean document.
Good negotiators learn which clauses matter (indemnification caps, IP ownership, termination rights) and which are boilerplate they shouldn't burn hours fighting over. Most redlines get bogged down on the wrong clauses because people treat every tracked change as equally important.