Redline summary for approval decisions

Nothing here is legal advice. A draft is a starting point for a qualified person, not a substitute for one.

Use one repeatable review pack for each supplier agreement: the supplier's marked-up draft, your approved template, and the negotiation notes. This leaves you with a clause-by-clause summary, a list of live issues, and a recommendation that the right approver can act on.

This workflow is for in-house counsel and commercial contract managers reviewing repeat supplier paper. It is not legal advice. The output is a working draft for a qualified person to check and decide on, not a substitute for that review.

1. Assemble a controlled review pack

Create one folder or matter record and add only the documents that establish the current position:

1. Save the supplier's latest marked-up agreement as Supplier draft - YYYY-MM-DD.
2. Save the current approved template as Approved template - YYYY-MM-DD.
3. Create or export Negotiation notes - YYYY-MM-DD. Include agreed fallbacks, business owners, open commercial positions, and any prior approvals.
4. Add a short instruction note called Review scope. State the agreement type, supplier name, governing business unit, deadline, and the named decision-maker.
5. Check that all three documents are complete and refer to the same agreement version. Remove superseded drafts from the review pack.

Keep the approved template separate from any old signed agreement. A prior deal may be useful context, but it is not automatically your approved position.

Before uploading or pasting any material, follow your organisation's information-handling rules. Check the available product controls and version-dependent document handling details in the xAI documentation overview.

2. Give Grok a fixed comparison instruction

Use the same instruction structure each time. It makes outputs comparable across matters and stops a prominent but low-risk wording change from displacing an unresolved commercial point.

Paste this instruction after supplying the three documents:

Compare the supplier draft against the approved template. Use the negotiation notes as the record of agreed positions and authorised fallbacks.

For each changed, deleted, or added clause, provide:
- clause number and heading in the supplier draft
- the change in plain English
- whether it matches the approved template, an agreed fallback, or neither
- practical effect on our position
- status: accepted, unresolved, or rejected
- required owner and next action

Do not infer approval from silence. If a clause is missing, moved, renumbered, or cannot be matched, say so. List all unresolved points first. End with one recommendation only: approve, escalate, or return for negotiation. State the assumptions behind that recommendation.

Add matter-specific constraints below it. For example: The business has approved a 12-month term but not automatic renewal, or Only the Head of Legal may approve a liability cap below the template position.

Do not ask it to decide whether a term is legally enforceable or commercially acceptable in the abstract. Ask it to compare the wording with your recorded position, then have the qualified reviewer make the legal judgement.

3. Require a decision-shaped output

Ask for the result in the following order. It mirrors the order an approver needs to read it.

1. Recommendation: Approve, Escalate, or Return for negotiation.
2. Decision basis: three to five short reasons linked to specific clauses or missing approvals.
3. Unresolved points: a table containing the live issues only.
4. Clause comparison: every changed, added, deleted, or unmatched clause.
5. Draft supplier response: a short list of requested amendments or questions, if the recommendation is to return the draft.
6. Assumptions and gaps: items the reviewer must verify before relying on the summary.

Use this table format for unresolved points:

Clause	Supplier position	Approved position or note	Owner	Next action
Liability cap	Cap limited to fees paid	Template position differs; no authorised fallback recorded	Legal	Confirm whether escalation is required

The status label must describe the comparison result, not the seriousness of the clause. A clause can be unresolved even where the practical risk is low, because the negotiation note does not authorise the proposed wording.

4. Check the output against the documents

Read the recommendation last, not first. Start with the unresolved-points table and test each row against the source documents. This is where a useful draft becomes a reliable review record.

Check these items in order:

1. Pick the highest-impact clauses, usually liability, indemnities, data use, confidentiality, term, termination, payment, audit, and governing law. Confirm the quoted position matches the supplier draft.
2. Confirm every cited template position comes from the approved template, not from an earlier supplier draft or a remembered fallback.
3. Compare each accepted status with the negotiation notes. If the notes are silent, change the status to unresolved until the authorised owner confirms it.
4. Search for clauses the supplier added outside the usual headings, including definitions, order-of-precedence wording, schedules, and incorporated policies.
5. Check whether a deletion has been treated as a change. A missing audit right or deleted security schedule can be more important than an amended sentence.
6. Confirm that the final recommendation follows the unresolved points. An approve recommendation should not sit beside an unowned material exception.

5. Know when the output is wrong

Treat the summary as wrong until it survives source checking. Common failure signs are confident wording with no clause reference, a clause number that does not exist in the supplier draft, or a statement that a position is approved when the notes merely record that it was discussed.

The output also needs rework if it misses a moved clause, treats a defined term as ordinary language, or presents a commercial choice as if it were an agreed legal position. Watch for false completeness. A short summary may be correct, but only if it explicitly says which schedules, policies, and incorporated documents were not available or were not reviewed.

If you see this	Treat it as	What to do
No clause number	An unsupported assertion	Ask for the exact clause and source comparison
“Aligned” with no note reference	Possible invented approval	Check the negotiation notes and relabel if needed
A generic risk statement	Incomplete analysis	Ask for the wording change and practical effect
An approval recommendation with live gaps	A decision conflict	Escalate or return the draft for clarification

6. Record the decision and reuse the lesson

After the qualified reviewer decides, add a short decision note to the matter record. Record the final status, approver, date, accepted exceptions, and any supplier response sent. Update the negotiation notes before the next draft arrives.

Where the same exception is accepted repeatedly, do not silently normalise it. Ask the template owner whether the approved template or fallback guidance should change. That separates an intentional policy update from a one-off concession.

If the comparison does not work, stop and repair the inputs. Obtain the current clean template, the latest supplier draft, and written negotiation notes. If the documents are too long or the output loses clause references, split the review by schedule or clause group, then combine only the checked unresolved-points tables. Do not issue the recommendation until a qualified person has checked the source trail.