Contract redline summary

Contract redline summary

Turns a redlined contract into a short list a deal team can act on: what changed, how risky it is, and what to say back. The script finds and sorts the changes so nothing is missed; you explain them.

When to use

• A customer or their counsel returned a marked-up MSA, order form, DPA, or SOW.
• Before a deal review or a call with legal, to know which changes matter.
• Not a replacement for a lawyer. For high-risk changes the answer is often "send to legal", and that is a fine answer.

Inputs

One of:

1. Two versions as plain text: data/original.txt and data/revised.txt. From Word: open the redline, Review, choose "Original" and save as plain text, then choose "No Markup" and save again. From PDF, copy the text.
2. One redline with markup: {++added++} and {--removed--} (or [+added+] and [-removed-]) in data/redline.md.

If the user pastes text into chat, save it to data/ first. Ask which side the user is on (seller or buyer) if it is not clear; it changes the advice.

Steps

1. Save the inputs in data/. Check both versions look complete (same opening clause, similar length).

2. Run one of:

   node scripts/clause-diff.mjs data/original.txt data/revised.txt --out out --name redline
   node scripts/clause-diff.mjs --markup data/redline.md --out out --name redline

3. Read out/redline.json. Every entry has the clause, type (changed, added, removed, renumbered), risk (high, medium, low), topics, added and removed text, and numbers before and after.
4. Read each change yourself. The risk tag is a keyword guide, not a judgment. Decide in one sentence what the change means for the user's side, and raise or lower the risk if the keyword tag is wrong. Say when you did.
5. Write out/redline-summary.md using the template below and show it.
6. If the deal also changed commercially (payment terms, discounts, renewal caps), suggest running discount-approval-check with the new terms.

Output format

# Redline summary: <contract>, <customer> (<date>)

**Bottom line:** 4 high-risk changes need legal; 2 are commercial and can be handled by the deal team.

| # | Clause | Change | Risk | What it means for us | Suggested response |
| --- | --- | --- | --- | --- | --- |
| 1 | 5 Limitation of Liability | Cap raised from 1x to 2x fees; data and confidentiality breaches uncapped | High | Unlimited exposure on any data incident | Legal. Offer a separate super-cap (for example 3x) instead of uncapped |
| 2 | 4 Termination | Customer may terminate for convenience on 90 days notice | High | Multi-year value is no longer committed | Accept only after month 12, or with a fee |
| 3 | 2 Fees and Payment | Net 30 to Net 60; late interest removed | Medium | Slower cash | Counter at Net 45; needs finance approval |

**Unchanged but worth a look:** <anything the user asked about that did not change>

Guardrails

• Always say "not legal advice" once, and route high-risk items to the user's legal contact rather than giving a final answer.
• Quote the contract exactly when you describe a change. Never paraphrase a number.
• If the two versions look like different documents (very few clauses matched), stop and ask the user to check the files.
• Do not send anything to the customer. Draft responses only.

Contract redline summary

Compares the contract you sent with the one that came back, clause by clause, and sorts every change by risk. Then it explains each change in plain English and suggests a response, so deal teams know what to accept, counter, or send to legal.

Who it is for

Account executives, deal desk, and founders handling customer paper without a lawyer on every call. Not legal advice: high-risk items still go to your counsel.

Example

Input: examples/original.txt and examples/revised.txt (a short MSA, seven clauses, with the customer's edits).

Output: 6 changes, 4 high risk:

• 3 Term and Renewal: non-renewal notice 60 to 30 days; new 3% renewal cap
• 4 Termination: customer may terminate for convenience on 90 days notice
• 5 Limitation of Liability: cap raised to two times fees; data breaches uncapped
• 7 Governing Law: Delaware to New York
• 2 Fees and Payment (medium): Net 30 to Net 60, late interest removed
• 8 Insurance (medium, added): $5,000,000 cyber liability insurance

Also works on one redline file that uses {++added++} and {--removed--} markup (examples/redline.md).

What it can access

• Runs node scripts/clause-diff.mjs (Node built-ins only, no network).
• Reads data/ (plus the kit's own examples/), writes data/ and out/.

Setup

None. Save both versions as plain text in data/.