Way to Redline A Contract

Negotiating contracts is essential to ensure you get a fair deal, but do you know how to make these changes?

Creators starting their careers are often overwhelmed by the idea that they have to *support* themselves when it comes to negotiating their brand deals. Either they don’t understand what their contracts say or they don’t know how to make sure their contracts reflect what was negotiated. We are here to analyze and streamline the negotiation process.

Be clear about what you have negotiated with the brand.

This seems like common sense, but it’s important to be clear about what you and the other side agreed on in terms of points of agreement. In general, during your preliminary negotiations with a brand or company, you will negotiate:

• Deliverable
• Price
• Payment schedule
• Use

If you are missing any of these points, we suggest you go back to your contact to get some clarity. Once you’ve determined these points of agreement, it’s helpful to have a bulleted list to refer to during your review.

Read your contract, but DO NOT read the red print.

Before you sign your contract, it’s important to understand what the agreement says. Although tempting, reading your contract at this stage does not signify your agreement. You may notice some discrepancies between what your contract says versus what you negotiated, but as some corporate guys would say — let’s put a pin on it by either highlighting it or leaving a comment on the document in the relevant section. However, before making any changes to the agreement, read the entire contract so you understand what it says and the overall flow of the document.

Mark your contract in red

If you are new to contract review and editing, this section is for you!

The red line does NOT mark your changes in red ink

A common, rookie mistake is to mark your changes in red ink and manually delete unfavorable language like this:

The problem with modifying documents this way is that it is difficult to keep track of who made modifications, which changes were accepted, and time-consuming to understand.

Instead, use the Change Tracker or Suggestions tool

Some word processors like Google Docs or Microsoft Word offer useful features for creators and brands to modify documents in a way that helps you keep track of your negotiations and saves you time! In Word, you would revise your contract using the Track Changes feature, and in Google Docs, you would use the Suggestions feature to make your revisions. As the names suggest, Track Changes and Suggesting marks the original draft of the contract with the changes you make to a contract, such as language revisions, deletions, or even moving things around within a document. You will notice that the ink color where we modified the language is a different color or explanations in the margins of the document.

Another benefit of redlining this way is that they provide a comment feature where you can ask some questions about the language or provide context for the changes you made to the document. Make sure you highlight the part of the language you are commenting on before adding a comment. This also allows for a dialogue between you and the other side when considering your proposals.

Once you save a document using one of these features, the other side (in most cases, a company) will see what changes you made and when. Ideally, they would return the document with the Track Changes option selected so you can see what was accepted or rejected by the other side.

But make sure the Track Changes or Suggestions feature is turned on

One of the WORST things that happens when you use new features is that your changes don’t save properly. So make sure you have Track Changes or Suggestions turned on before proceeding with these changes (but don’t worry, we have a solution for you in the next step just in case!). You’ll know the feature is on when the deletions you make are marked in the margins like this:

Check the other side’s comments or changes.

Often, brands share the version of a document using the applicable redlining function (which is very careful, very careful with them). You should be able to see in this document if any of the revisions you made were accepted by the brand, which could appear in one of two ways:

They click “accept change” on their version of the draft, which will incorporate your revisions into that section of the document. When you receive a draft where your changes are accepted by the other side, the ink color should revert to the default font color (generally, black).

Alternatively, they may indicate their acceptance, not by rejecting the change, but by keeping the change you made to the document. Instead, you’ll see your changes discreetly (or further modified by them), as well as any changes or comments they’ve made. Your agreement will have multiple colors of ink to indicate who made which change.

However, sometimes you’ll find yourself getting a clean draft where you can’t tell if your changes were accepted…we’ve got a pro tip for you below. Also, if you forgot to enable track changes while making changes, this next tool is a time saver.

Pro tip: the ability to compare

If you’ve been trading for a while, you may have come across a brand or two that send back an “updated contract” without Track Changes/Proposals enabled. It’s one of the most frustrating things to deal with when trying to figure out which changes were finally accepted, but this feature saves a ton of time. Also, this is useful if you forgot to enable these features before making your changes.

The compare feature is one of the most underrated and underutilized tools in Microsoft Word. Instead of switching between two documents, Word will compare the document you shared with your changes to the document the other side presents you. Even though you’ve been given a draft with Track Changes disabled, the comparison tool will highlight changes that have been agreed or accepted. Be sure to compare the draft you shared with the other side to the most recent draft submitted by the brand. Here is a helpful video that walks you through it.

Also, Google Docs has a compare feature! It mirrors a similar process, but one key thing to note is that both documents should be in Google Drive for convenience.

Make sure you sign what you agreed to.

Once you’ve finalized your agreement, the other side will likely send you a PDF version of your agreement for you to sign. Even at this stage, it’s worth using the compare feature to confirm that this is the correct draft. Just be sure to convert these files to the correct formats to perform a comparison. If it is, then you shouldn’t see any changes to the comparison document. If not, then now is the chance to raise any discrepancies and clear things up before signing. Once you sign a contract, you are bound by the terms of that agreement.

Where AI fits into this process

We cannot ignore the relevance or popularity of using AI tools like ChatGPT and other similar AI tools. “Artificial intelligence helps catch things that I might overlook at the end of the day. If you take the time to train your AI tool, it can become a powerful aid in the review process,” said a business and entertainment attorney Casey Handy-Smith. “It’s like a great second pass if we don’t have another attorney to review it with us,” said business and intellectual property attorney Taylor Tieman.

While there are a variety of AI tools on the market, Handy-Smith, partnered with an AI company Screens.ai to “develop an AI playbook specifically for influencer brand deals. The information programmed into the tool allows creators to review brand offerings through the lens of an experienced industry attorney.” While Tieman uses “Spellbook, which is a special tool for lawyers to make sure we don’t miss anything in our contract reviews!”

While not all creators can afford to hire a lawyer to review their contracts, tools like ChatGPT can “summarize a term for you. You can even ask him to revise the language to make it more creator-friendly,” Handy-Smith said. “It can run all the features for you in seconds, instead of you having to research all the features which could take forever,” Tieman said when discussing the potential implications of certain contract terms.

For revisions, Handy-Smith suggests using more specific prompts such as “”the license rights must be limited to the Term of the agreement. No enduring right” or “the brand’s right to license the intellectual property should be limited to only the brand’s IG and TikTok accounts.”

While AI has the potential to streamline and even help you better understand your contracts, there are some risks. Both Handy-Smith and Tieman warned creators that there are still risks in using artificial intelligence. it sucks if you’re not familiar with the area and don’t know it’s wrong. So it takes a lot of double checking if you’re in uncharted territory,” Tieman said. “Artificial intelligence is not always 100% accurate and that the results you get are only as good as the information you input,” Hadi said. That’s why Tieman recommends that the use of artificial intelligence “should still be combined with the help of a lawyer.”

The content discussed in this article is for educational purposes only and not to provide legal advice. Your use of and access to this article does not create an attorney-client relationship between Curator Counsel PLLC and you. The material and information presented should not be relied upon or construed as professional advice. You should not act on this information without consulting legal counsel.