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Blackline vs. Redline: Contract Negotiation Glossary

Blackline vs. redline. NTD. Turns. Bust. You’ve just been invited to a contract negotiation. You feel confident, prepared, and ready. With your metaphorical red pen in hand, you feel sure that nothing will hold you back from making all the edits and suggestions necessary to improve this draft.

Nothing, that is, but these weird phrases lurking in the margins of your contract collaboration software.

NTD? Turns? Redlines? Bust? What do all of these terms mean, and why are they being used here?

More importantly, how can you make sure you’re using these terms correctly, so you come across as the competent, capable professional that you know you are when you start redlining the contract?

Contract Negotiation Terminology for All Levels

Not everyone who works with contracts has a law degree and has gone through the process of negotiated contracts in the real world. Whether you work as in-house counsel, running sales, or managing procurement, understanding and using the correct terminology during a negotiation is an unwritten, but critical, part of your job description. It’s better to learn this sooner rather than later so you can master communication among the various parties involved with contract negotiation.

Being able to communicate effectively during all aspects of contract negotiations, from beginning to end, will help them run smoother. It will also make it more likely that you get what you want out of the negotiation process.

Using contract collaboration software is one critical aspect of keeping clear channels of communication between all parties involved in a contract. Understanding what everyone else is saying so you can get your point across by using the correct terminology is just as important.

Mastering the lingo of contract negotiation will give you credibility and confidence. Your knowledge of the language of contract negotiations will empower you to speak with authority on every draft. This can be especially useful when you need to give some push back or propose a new addition to the latest version of a contract.

If you’ve ever felt the panic of looking at a contract and not understanding what you’re expected to do with all those weird words and phrases sitting in the margins of your software, we’re here to help.

Why is Negotiation Language so Complex?

When it comes to negotiations, using the correct terminology matters. This is as true in writing the original contract as it is in creating notes and recommendations for revisions (or, like those in the industry might say, redlines and versions). Accidentally using the wrong term in your messages can confuse everyone and end up causing important negotiations to take longer than necessary or, worse, not go your way at all.

You might have thought you know everything there is to know about the English language when you first started at your job. But taking one stab at contract negotiations will be enough to make you wonder if you’ve been speaking English at all. That’s because, during negotiations, a lot of terms you are familiar with and used to hearing in different contexts are used in entirely new ways. It isn’t that you’re seeing words you’ve never heard before—it’s that you’re seeing them in a new light that doesn’t make sense outside the narrow world of contract negotiations.

As you move through the negotiation process, you’ll notice that unique terminology is traded back and forth between parties as easily as if you were having a conversation with your friends. The only difference is that the lingo being used is highly specific to the task at hand and would not make sense in a different context.

Stop Being Afraid of Contract Lingo

It’s easy to get bogged down by the new terms you suddenly face in a contract, especially when you’re not confident about the lingo of contract negotiations. You might decide that you’re unequipped to be part of the conversation, or you may overcompensate by overusing several of the terms without fully understanding what they mean or how they should be used.

Here’s a simple solution for you. Stop being afraid of contract lingo. Instead of stressing, take the time to learn what these terms mean.

It’s important to clarify what specific terms mean instead of making guesses or assumptions. Not understanding key phrases of negotiation can make the process drag on if you inadvertently change something that does not need to be changed or refer to the wrong part of the negotiation when making a comment. If you’re working with a client, you can end up making your entire firm look bad by using the wrong phrase in the wrong place.

The good news is that once you get the hang of contract negotiation language, it will become easier to communicate within the contract document. Soon, phrases like “counterparty,” “carve-out,” and “bust” will become a natural part of your vocabulary as you “redline” contracts and settle negotiations with the “counterparty.”

Consider This Your Secret Weapon for Sounding Like a Pro During Contract Negotiations

The key to understanding new terminology without appearing unprofessional or illequipped to perform the task at hand is to know where to find information on contract negotiation lingo.

So, how can you make sure you’re using the right terminology without sounding like a complete newbie when you’re in the middle of a significant contract negotiation? By relying on our handy contract negotiation cheat sheet.

The language of the law is complex enough to warrant its own glossary, which we provide below. We’ve put together a comprehensive guide on contract negotiation lingo used by leading law firms and in-house teams.

Keep this 20-term contract negotiation glossary handy so that you can refer to it as you move through your next contract negotiation. Soon, you’ll be a pro at negotiating and using the correct terminology as you redline, blackline, revert, and do all those other important things that are expected of you during contract negotiations.