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Don’t Send Write-Protected Contracts.

Updated: Sep 24, 2019

By David Tollen

This post was first published by Tech Contracts Academy. View here.

A lot of companies send their partners contract drafts with write-protection: with word processing protections that force the user to track changes through redlining. This tells your partners that you don’t trust them to point out all their contract revisions. Why do that when no one needs write protection to avoid under-cover edits? If your partner sends back a revised contract draft without redlining, you can always run your own redline, comparing the new draft against your original, to reveal all the changes.

Plus, write-protection achieves very little because most people can break through quite easily. In most cases, a user can copy the entire text and paste it into a new blank document, and leave the write-protection behind. In others, hacking in takes a little more effort, but it’s almost always possible.

If you allow your partners to negotiate terms, I recommend a clean, unprotected Word copy of the contract. That shows respect for your partner. And if you don’t consider revisions, just send a PDF—or a piece of paper, clickwrap, etc.

David Tollen is the author of The Tech Contracts Handbook (ABA Publishing 2015), founder of Tech Contracts Academy, practices law with Sycamore Legal, and an advisor to LegalSifter.

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