One of the more cumbersome aspects of contract management is comparing documents. There are a number of instances when you might need to compare documents – for instance, when you are using an older contract as a template and making changes, you’ll want to compare the two documents to ensure that everything has been changed or updated correctly. You might also need to compare documents when there are multiple authors or during the negotiation process when different legal teams are making changes and corrections.
Regardless of why you need to compare documents, the fact remains that it’s vital that you get it right and that everyone involved in the contracting process is working from the same exact document. There’s no telling the legal ramifications that can come from one party working from a contract with a single, seemingly minor typo or word difference, so accurately comparing contracts is an important task.
Many legal departments and law firms rely on their word processing program, usually Microsoft Word, to conduct document comparisons. While this is a quick and effective method that works for some documents, it’s not the best choice for complex contracts, for multiple reasons.
1. Track Changes Can Be Cumbersome
One way to compare documents in Word is via the track changes function. Several things can go wrong here:
- The author or reviewer forgets to turn on track changes, and therefore corrections and changes aren’t marked.
- Users don’t know how to use all the functions in the editing menu, such as how to restrict editing or limit the changes they see, causing frustration.
- Document users may not see all the changes made or accidentally accept changes and save them prematurely.
- Users can delete tracked changes.
- When multiple authors are working on a single document, tracking changes can lead to an unreadable mess of red lines, comments and formatting indicators.
In the end, it can become a major headache to compare different versions of a document that have been edited using track changes. In fact, if one author forgets to track their changes, it usually means that someone needs to conduct a manual comparison of the documents, which adds hours of work to the project.
2. Word’s Comparison Features Don’t Always Catch Everything
Much like you shouldn’t rely on Word’s spell check feature to catch every typo and spelling error in your work (read and red, anyone?) you can’t always rely on Word to catch every difference and change when you compare contracts. A side-by-side comparison of Word’s compare documents feature and a contract management platform’s document comparison feature found that Word doesn’t always catch every difference, in particular those contained in tables, footnotes, headers and foots and tables of contents. Given that important information can be contained in these parts of your contract, you can’t afford to leave them to chance.
3. Metadata Can Be Risky
When you are dealing with important contracts, keeping information confidential and secure is of the utmost importance. When you are using MS Word to compare contracts and it creates red lines using the track changes feature, the comments can actually reveal sensitive metadata – information that could constitute a data breach or lead to other headaches down the road. By using a contract management platform that compares documents for you and reveals the differences in an easy-to-read format, you eliminate the risk of this metadata being revealed, and save time.
4. Lack of Support
Over the last few years, Microsoft has reduced the level of support for document comparison. There are no longer legal specialists involved with the development and support of the product, so any updates with new features or enhancements have not been developed with the support of trained legal professionals. This means that unless you’re using an older version of the software, your comparisons aren’t necessarily being conducted with the best legal perspective.
The simple fact is that MS Word isn’t the best option for accurate document comparison in contract management, despite most legal teams’ preference for using the familiar program. A robust contract management program that works with Word but allows for a safer, more accurate comparison process, is a better option for many organizations. Not only will it ensure that all contracts are airtight, but it will make your teams more efficient and productive in the process