Redline · their paper
Their Word file. Your position, in tracked changes.
Upload the counterparty's .docx. Playbook gaps, risks and their edits paint onto the page. Fix what you choose and export a real Word redline they can reply to.
Redline · Globex_MSA_v2.docx
Globex_MSA_v2.docx · their draft · structure honoredimported
6. Payment. Customer shall pay each undisputed invoice within sixty (60) days of receipt of a valid invoice. Late amounts accrue interest at 1.5% per month.
11. Limitation of liability. Supplier's aggregate liability under this Agreement shall be unlimited. Customer shall indemnify Supplier against all claims arising from Customer's use of the Services, without limit.
13. Assignment. Supplier may assign this Agreement to any affiliate or successor without notice.
14. Governing law. This Agreement is governed by the laws of England and Wales.
Findings0 of 6
Liability uncapped§11 · p. 9
Playbook wants 12 months of fees. Walk-away is uncapped.Preferred12 months of fees
Fallback24 months
Walk awayUncapped
Net 60§6 · p. 5
Playbook: Net 30. Net 45 is the fallback.PreferredNet 30
FallbackNet 45
Walk awayNet 60+
England and Wales§14 · p. 12
Playbook: Delaware. New York acceptable.PreferredDelaware
FallbackNew York
Walk awayOutside the US
One-way indemnity, no limit§11 · p. 9
Customer indemnifies Supplier for everything · no reciprocity.PreferredMutual · capped
FallbackMutual · IP carve-out
Walk awayOne-way · uncapped
Free assignment without notice§13 · p. 11
They can hand the contract to any successor silently.PreferredConsent required
FallbackNotice · affiliates only
Walk awayFree assignment
Their insertion · 1.5% monthly interest§6 · p. 5 · tracked change
Added by Globex in this turn. Kept as their tracked change.PreferredNo late interest
FallbackStatutory rate
Walk awayAbove 1% / month
Reading their structure · preserving their tracked changes…
Author structure honored · their comments kept as anchored notes · hover a finding for the ladder
Playbook · risk · their changes — three layers on one page
Whichever side of the table you sit.
Legal · procurement
Vendor paper checked against your standards before anyone negotiates.
Your playbook — Net 30, capped liability, home jurisdiction — is the checklist. Every gap is a line item with a fix.
Procurement sends a redline without waiting on Legal; Legal sees exactly which fallback was used.
When their reply comes back, the differences become accept / reject items. No version archaeology.
Lawyers · firms
Opposing counsel's draft, with your first pass already marked.
Their numbering, styles and margin comments survive import. You mark up their document, not a copy of it.
Risks the client will not spot — silent assignment, uncapped indemnity — surface with the clause quoted.
Export a genuine Word redline with track changes left on. Their reply lands back here as a diff.
02Round trip
Their counter comes back as decisions, not a document.
Paste or upload their reply. Every difference from your last turn becomes one item to accept or reject. The next redline exports from what you decided.
Counter-proposal · Globex_MSA_v3_GLX.docx · turn 3 of 3
Diffing their v3 against your v2…
Payment term§6Fallback
Liability cap§11Fallback
Governing law§14Walk-away
Assignment§13Fallback
Next redline4 open · exports as w:ins / w:del against their v3
TurnTheirs → yours · revisions append-only · nothing overwritten
If signed as-is3 obligations previewed · Net 45 · 12-month cap · Delaware
Idempotent · upload the same reply twice and nothing doubles
03Playbook
Your positions, written once. Applied to every draft and every upload.
Hard rules for numbers and jurisdictions. Plain-language positions for everything else, judged with an anchored quote. Each has a preferred, a fallback and a walk-away — so the redline knows how far to go.
Playbook · Northwind standard12 positions · applied to drafts and uploads
PositionPreferredFallbackWalk away
Payment termrule · numberNet 30Net 45Net 60+
Liability caprule · formula12 months of fees24 monthsUncapped
Governing lawrule · jurisdictionDelawareNew YorkOutside the US
Assignmentsemantic · judged with a quoteConsent requiredNotice · affiliates onlyFree assignment
Indemnitysemantic · judged with a quoteMutual · cappedMutual · IP carve-outOne-way · uncapped
Also runs in Word · task-pane add-in inserts fallback wording as tracked changes
04How it works
Their file in. Their file back — marked.
01ImportTheir .docx with structure honored. Tracked changes and margin comments arrive as anchored notes.
02PaintPlaybook gaps, risks and their edits as three layers on the page. Toggle any; the paper stays still.
03FixEach gap carries your fallback wording. Fix one or fix all; walk-aways escalate.
04Round-tripExport genuine w:ins / w:del against their text. Their reply comes back as accept / reject items.
05Before · after
The negotiation, without the archaeology.
The way it wasWith ClauseMinds
Paste their clauses into your template and lose their numbering.Mark up their document. Structure, styles and numbering preserved.
Three files named final, final2 and FINAL.Append-only revisions. One side edits at a time.
Compare documents in Word and squint at the result.Their counter becomes a list of differences, each with your ladder position.
The playbook lives in one partner’s head.Preferred · fallback · walk-away written once, applied on every surface.
06When this happens
What happens when they do that.
WhenThey send a PDF, not a Word file.ThenThe PDF is read and structured. The redline exports as a fresh Word document with their text as the base and your changes tracked.structure-aware import
WhenThey accept two changes and quietly re-insert a third.ThenThe diff catches the re-insertion as a difference against your last turn and puts it in front of you with the ladder position.idempotent counter-proposal ingestion
WhenProcurement wants to send it without Legal.ThenAnything within the ladder can be fixed and exported. A walk-away position escalates to Legal as a single item, clause open.ladder-gated
07Principle
Their paper stays their paper. Your position stays yours.
01The model can move a boundary, never a word.A deterministic verifier rebuilds every word verbatim after import. Structure is proposed; text is not.
02Every gap carries the position you decided in advance.Fixes are your fallback wording, not the model’s. The ladder is the limit of what can leave without you.
03Nothing goes back to them without your send.Export is a person’s action, logged in their name, with the version and fingerprint recorded.
08Said plainly
What it does not do.
It is not a Word add-in first.The home is a document-first workspace that round-trips DOCX. The task-pane add-in exists as an MVP and sideloads today.
It does not sign of record.Export the redline and sign where you sign today; import the executed copy back and it becomes the tracked contract.
Semantic positions are judgments — and can be wrong.Plain-language playbook positions are judged with an anchored quote and land as suggestions, never silent edits.
Everything in the redline
What ships with redlining
Structure-aware .docx importAuthor-declared headings, numbering and styles honored. Words are never altered by the model — only boundaries, then verified.
Their tracked changes keptCounterparty insertions, deletions and margin comments arrive as anchored notes on the page.
Three layersPlaybook deviations, risks and their changes paint in place. Toggle each; the paper stays still.
One-click fixEvery playbook gap carries your fallback wording. Fix one, or fix all, then review.
Real Word redline exportGenuine w:ins / w:del tracked changes against a chosen base, track-changes mode left on for their reply.
Counter-proposal ingestionPaste or upload their reply. Differences become accept / reject items. Idempotent.
Turn enforcementOne side edits at a time. Revisions are append-only; nothing is overwritten.
Negotiation ladderPreferred · fallback · walk-away on every position, shown in the finding popover.
Word add-inTask pane runs the same checks on the open document and inserts suggested wording as tracked changes.
Questions people ask
No. Import honors the structure the author declared. A deterministic verifier rebuilds the words verbatim — the model may move a boundary, never a word. Their tracked changes and comments are preserved as notes anchored to the text.
Yes. Every difference from the base you choose is written as a genuine tracked insertion or deletion. Track-changes mode stays on, so the counterparty replies in Word the way they always have.
They never need to. They receive a .docx, edit it in Word, and send it back. You upload the reply and every difference becomes an item to accept or reject.
From your playbook — hard rules for numbers and jurisdictions, plain-language positions for the rest. Each position has a preferred, fallback and walk-away, and the same playbook runs on uploads, drafts, redlines and in the Word add-in.
Bring the draft they sent you.
Upload their Word file free. Your redline is ready to export in minutes.
14 days free · no card