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Contract redline summary

@dealdesk/contract-redline-summary

Compare two versions of a contract (or one redline with insert and delete markup) clause by clause. Lists every change sorted by risk topic (liability, indemnity, termination, renewal, IP, data, payment) with the numbers that moved, then explains each in plain English with a suggested response. Not legal advice.

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  1. 1---
  2. 2name: contract-redline-summary
  3. 3description: Summarize a contract redline. Compares the original and the customer's revised version (or one file with insert and delete markup) clause by clause, sorts every change by risk (liability caps, indemnity, termination, auto-renewal, IP, data protection, governing law, payment terms, SLAs), shows the numbers that moved, and explains each change in plain English with a suggested response. Use when the user says "the customer sent back redlines", "what did legal change", "summarize the markup on the MSA", "compare these two contract versions", or "is anything in this redline scary?". Not legal advice.
  4. 4license: MIT
  5. 5---
  6. 6
  7. 7# Contract redline summary
  8. 8
  9. 9Turns 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.
  10. 10
  11. 11## When to use
  12. 12
  13. 13- A customer or their counsel returned a marked-up MSA, order form, DPA, or SOW.
  14. 14- Before a deal review or a call with legal, to know which changes matter.
  15. 15- Not a replacement for a lawyer. For high-risk changes the answer is often "send to legal", and that is a fine answer.
  16. 16
  17. 17## Inputs
  18. 18
  19. 19One of:
  20. 20
  21. 211. **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.
  22. 222. **One redline** with markup: `{++added++}` and `{--removed--}` (or `[+added+]` and `[-removed-]`) in `data/redline.md`.
  23. 23
  24. 24If 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.
  25. 25
  26. 26## Steps
  27. 27
  28. 281. Save the inputs in `data/`. Check both versions look complete (same opening clause, similar length).
  29. 292. Run one of:
  30. 30
  31. 31 ```bash
  32. 32 node scripts/clause-diff.mjs data/original.txt data/revised.txt --out out --name redline
  33. 33 node scripts/clause-diff.mjs --markup data/redline.md --out out --name redline
  34. 34 ```
  35. 35
  36. 363. 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.
  37. 374. **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.
  38. 385. Write `out/redline-summary.md` using the template below and show it.
  39. 396. If the deal also changed commercially (payment terms, discounts, renewal caps), suggest running `discount-approval-check` with the new terms.
  40. 40
  41. 41## Output format
  42. 42
  43. 43```markdown
  44. 44# Redline summary: <contract>, <customer> (<date>)
  45. 45
  46. 46**Bottom line:** 4 high-risk changes need legal; 2 are commercial and can be handled by the deal team.
  47. 47
  48. 48| # | Clause | Change | Risk | What it means for us | Suggested response |
  49. 49| --- | --- | --- | --- | --- | --- |
  50. 50| 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 |
  51. 51| 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 |
  52. 52| 3 | 2 Fees and Payment | Net 30 to Net 60; late interest removed | Medium | Slower cash | Counter at Net 45; needs finance approval |
  53. 53
  54. 54**Unchanged but worth a look:** <anything the user asked about that did not change>
  55. 55```
  56. 56
  57. 57## Guardrails
  58. 58
  59. 59- Always say "not legal advice" once, and route high-risk items to the user's legal contact rather than giving a final answer.
  60. 60- Quote the contract exactly when you describe a change. Never paraphrase a number.
  61. 61- If the two versions look like different documents (very few clauses matched), stop and ask the user to check the files.
  62. 62- Do not send anything to the customer. Draft responses only.
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