CounselLink Answer Center for Clients

Contract Editing

  • Updated

This article covers the following:

Setting Up Classic Negotiation

You can negotiate with your counterparty using either:

  • Online negotiation mode: Both parties negotiate directly in CLM.

  • Classic negotiation mode: Negotiation happens using a Microsoft Word document and traditional redlines. CLM emails documents to the counterparty instead of inviting them onto the platform. This is useful when the counterparty cannot use CLM.

Best practice: In Classic Negotiation mode, send the contract using CLM’s Email contract feature. Documents downloaded and emailed outside CLM are harder to re-ingest and compare.

Step 1: Enable Classic Negotiation

  1. From the contract header, select the Contract Information button.
  2. Check the box next to Classic negotiation mode.

  3. Click Save.

Step 2: Start Negotiation

In the contract header timeline, click Negotiation (Negotiate stage).

In Classic Negotiation mode, the contract is not visible to the counterparty in CLM during negotiation.

Step 3: Email the Contract to the Counterparty

  1. Click Email contract in the contract header: 

  2. If there are multiple documents, select the document(s) to send.
  3. Confirm the counterparty name and recipient email address (or recipient name).
  4. Send the email.
    • Your counterparty receives the documents by email.
    • You receive a copy of the email.

Step 4: Upload the Counterparty's Returned Version

  1. Save the counterparty’s returned document to your computer.
  2. Find the corresponding contract and open it. 

  3. Click Upload new version.

  4. Upload the saved counterparty document.

  5. Review the detected changes.

  6. Click Upload. 

CLM compares the version you sent with the version you received and creates new discussions/posts for detected changes.

Step 5: Prepare Your Repsonse to the Counterparty

In Classic Negotiation, you typically create two discussion/post types:

  • Internal: Visible to your internal team only; not included in the document emailed to the counterparty.

  • Queued: Included in the document when you download/email it to the counterparty.

Review Counterparty's Edits and Capture Your Changes

You can:

  1. Accept changes by clicking the blue checkbox icon. 

    You can also accept them in the discussion history on the right panel:

  2. Reject changes by clicking on the text and clicking Reject in the bubble.
  3. Discard the discussion and revert text to the original by clicking Discard discussion.
  4. Make your own text edits and leave comments.

If you want to send text changes or comments to your counterparty, choose the Queued option, then click Post.

Note:

  • Only Queued items are included in the emailed/downloaded version for the counterparty.

  • Internal (green) and Closed (grey) items are not included.

  • If you convert an Internal post with redlines/comments into a Queued post, only text carries over. Copy/paste the comment manually into the queued post if you want it included.

Step 6: Finalize and Accept Outstanding Redlines

Once you are ready to accept all outstanding redlines, you can use the Manage discussion option.

  1. Click Manage discussions.

  2. In the Manage discussions window:

    • Accept required text changes.

    • Use Discard to close discussions that contain comments only (no text changes).

Using Draft Version Management

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If your organization has Draft Version Management enabled, you can collaborate outside CLM by uploading updated document versions (with edits occurring externally).

This is a custom feature. Most organizations do not have it configured. You can use Draft Version Management upon contract creation or at any stage up to Approval or Sign.

  1. Select Classic negotiation mode during contract creation.

    Or, click Contract info during the Draft, Review, or Negotiate stage.

  2. Select Turn off the conversation. This disables discussions on the contract.
  3. Once the Contract moves to the Negotiate stage, upload a new version of the document. Click Upload new version.
  4. Select a new document. Repeat steps as necessary.

Notes

  • If a Microsoft Word document version contains comments, they will show in the uploaded version on CLM. However, they are for display purposes only and contain no actionable options.

  • If you’d like to view previous versions of the contract, click the More Actions button on the document.
  • Select View version history. The different versions of the contract are displayed.
  • Click the More Actions icon next to a document to edit, download, or remove the document version.

Sharing Contracts

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Sharing lets you control visibility and assign roles at the document level.

  1. Open a contract.
  2. Click Share. A window confirmation window displays.

  3. Choose the user and permissions. The roles available depend on the contract's status (In-Progress or Executed). 

  4. Optional: Add a note.
  5. Click Send. 

The target recipient(s) receive an email notification to the document.

Sharing Roles for In-Progress Contracts

Role Actions
Lead
  • Create internal discussions (these discussions will not be visible to your counterparty)
  • Create internal posts in internal and external discussions (these posts will not be visible to your counterparty)
  • Close discussions that do not involve text changes
Reviewer
  • Invite additional users to the document
  • Create internal and external discussions and posts (external discussions and posts will be visible to your counterparty)
  • Accept proposed text changes
  • Close internal and external discussions

Sharing Roles for Executed Contracts

Role Actions
Viewer
  • Can view the document and all its information, including summary and post-execution
  • Can download the document
Viewer Plus
  • Can view the document and all its information, including summary and post-execution
  • Cannot download the document

Reviewing and Negotiating PDF Documents

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If you receive a PDF contract:

  1. Create a new contract and upload the PDF.

  2. Start discussion(s) using the discussion feature.

Key difference from Word: PDFs have one discussion thread for the entire document (comments are not paragraph-level like Word documents). If you need to reference specific text, copy/paste the relevant excerpt into a comment.

When you receive a new PDF version, click Upload new version to replace the prior PDF. The old version is retained for audit purposes.

Tracking Contract Clauses with Non-Standard Terms

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To flag a clause as non-standard:

  1. Select a discussion containing non-standard terms.

  2. In the lower-left corner, click the S symbol.

  3. Enter the name of a clause and submit the post.

Once posted, your team members will see the clause contains a non-standard term:

Track all non-standard terms across the entire contract portfolio. CLM's Dashboard provides Non-Standard Terms reports for both in-progress and executed contracts:

Editing Workflow During the Approval Stage

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If your workflow configuration allows modification, you can adjust approvers and sequencing.

Edit the Workflow Prior to the Approval Stage

  1. Click on the Approval tab in the document header. A window displays confirming the approval start process.
  2. Click Next.
  3. In the Configure approvers window, add or delete approvers and click and drag to change the approval sequence.
  4. Click Update Approval. 

Edit the Workflow During the Approval Stage

  1. Click Share button in the document header.
  2. In the Configure approver window, add or delete approvers and click and drag to change the approval sequence.
  3. Click Update Approval. 

Accepting All Discussions on a Contract

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You may want to close all discussions instead of individually. For example, you may have discussed and accepted redlines in conversation with your counterparty, and you are both ready to close them.

Typically, CLM does not allow you to accept pending counterparty discussions. However, you can accept both internal and pending counterparty discussions by using the Accept All button.

Only users with the Chief Negotiator and Lead roles can perform this action.

  1. Click Manage Discussions at the top of the page.

  2. Click Accept in the window.

  3. Confirm by clicking Accept again.

Discussions History

To find the history of your discussions on a contract, click on Discussions. This shows both open and closed discussions.