Blackline vs. Redline and When to Use Them

August 29, 2024 • Contract Management • 5 minutes

Table of contents Newsletter

  1. What is a blackline?
  2. What is a redline?
  3. What are other terms for blackline and redline?
  4. When should you use a redline?
  5. What does a redline workflow look like?
  6. What are some downsides to redlining with contract management software?
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Blackline and redline are two important, albeit perpetually confusing, terms that come up often during the document review process. The terms blackline and redline are often used interchangeably, but do they actually have different meanings? Read on to find out! 

What is a blackline?

A blackline is the final draft of a legal document which has been altered from its original state. Historically, blacklining refers to a physical copy of the document which had been edited with in red ink then put through a copy machine, turning the suggestions black. 

What is a redline?

A redline is a series of suggested edit(s) to a document which is still in the review process. When you track suggestions in red, it makes it easier for the reviewer to see them before deciding whether or not to make any changes. 

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What are other terms for blackline and redline?

Since most redline documents aren’t run through a copy machine these days, the terms blackline and redline have largely come to mean the same thing — an edited legal document. Some other terms used to describe the changes to a document include:

Markup — the process of tracking suggested changes to a document

Diff — the use of software to compare two drafts of a document in order to track the differences

Turn — the most recent version of the document sent by the counterparty for you to review 

When should you use a redline?

Redlines are important in any contract review as a way for both parties to see what changes are being suggested. The main purpose of a redline is to:

Highlight — Emphasize potential changes in a way that makes them quick and easy for everyone to see

Clarify — Make revisions clear for anyone who needs compare the documents later

Ensure transparency — Encourage open communication on both sides by shining a light on recent modifications to the document

What does a redline workflow look like?

Previously, the redline workflow was labor-intensive, often involving multiple legal professionals and time-consuming back and forth between parties. That process has changed a lot, however, with the use of contract management software. If you use contract management software to redline your documents, that process might look something like this.

Upload documents 

Upload or scan a copy of the contract into the software. If multiple people in different departments need to review the document, consider adding an approval workflow to ensure that the parties reviewing the document are doing so in the correct order — reducing workflow clutter and increasing efficiency.

Track changes

As users make suggestions to the document, the contract tracking software automatically keeps a record of all the changes that were made, including who made them and when. This makes it easier to stay on top of workflows and to see who still needs to review or approve changes — helping improve turnaround time and decrease bottlenecks in the workflow.

Accept or reject changes

Users can choose to accept or reject the proposed changes to the document in real time and in one place where all the parties can see. They can then add notes for everyone to see — making communication clearer and easier.

Send to the other parties for review

Once all the changes have been reviewed and approved, digitally share the document with the other parties — making it quick and easy for them to review or e-sign. 

What are some downsides to redlining with contract management software?

While there are plenty of benefits to integrating redlining with contract management software, there are some potential downsides as well.

Visual clutter

If users are making numerous suggestions in small sections of the document, it can become difficult to see each individual suggestion. On top of that, when portions are being changed and cut, little things like punctuation and formatting can accidentally get changed too, creating more work after the review is complete.

Human error

Even with contract management software, humans still need to review and make changes to the document themselves. If a lot of changes need to be made, it’s easy to miss one or save it for later only to forget about it entirely. You might accidentally make a change to the document instead of tracking an edit, potentially causing problems for everyone else involved.

Depending too much on technology

Technology makes it easier for us to think less about the tiny details because it manages those details so efficiently. Unfortunately, that can mean you let certain things slip past you during a review, like leaving unclear notes or overlooking a suggestion. Contract management software is meant to be a tool to help in the review process — not to help you be less vigilant in that process.

Ultimately, there isn’t a big difference between blacklines and redlines these days. What’s more critical is having effective editing workflows that keep your processes moving along. Contract management software doesn’t do the work for you, but it can make the editing process much quicker and easier — letting you devote your resources to more valuable tasks.

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