Contract negotiation, restructured

Stop trading redlines.
Settle it clause by clause.

Each side states its position privately. Clause by Clause shows where you already agree, isolates what you don't, and proposes wording both sides can sign.

No card required · 14-day trial · Your positions stay private

Liability cap CL. 12.1
Acme EPC …shall not exceed 100% of the Contract Price.
Supplier Ltd …shall not exceed 50% of the Contract Price.
Proposed compromise

…shall not exceed 110% of the Contract Price, excluding liability for gross negligence.

✓ Acme EPC accepted ✓ Supplier Ltd accepted 🔒 Clause locked

The problem

Everyone agrees on the deal. The document takes three months.

Negotiations rarely stall on commercial substance. They stall on wording — circulated in attachments, argued in email chains, and re-reviewed by lawyers who have seen the same clause a hundred times.

  1. 01

    Version chaos

    Rev 7 lands while two people are still marking up Rev 5. Nobody is certain which paragraph is current, so everything gets re-read.

  2. 02

    The whole contract is hostage

    Ninety percent of clauses are settled, but nothing can be signed because four paragraphs are still open — and they are buried in the same file.

  3. 03

    Positional, not commercial

    People start defending drafts instead of interests. Each round hardens the positions it was meant to soften.

  4. 04

    Risk hides between contracts

    You accept 120% liability upstream and pass 60% downstream. The exposure only surfaces when something goes wrong.

How it works

One clause at a time — in the open, but never in public.

Your positions are visible only to you until a compromise is on the table. What the other side sees is where you agree and where you differ.

STEP 01

Break it up

Upload the base contract or start from a template. It becomes a list of individually tracked clauses.

STEP 02

State positions

Each side records its preferred wording, acceptable fallback, red line and priority — privately.

STEP 03

Get a compromise

Where positions conflict, Clause by Clause proposes wording that respects both red lines, and explains the trade-off.

STEP 04

Accept and lock

When every party accepts, the clause locks. Settled text can't reopen, and the final contract assembles itself.

Capabilities

Built for the clauses that actually cause arguments.

Intent comparison

Compares what each side is trying to achieve, not just character differences. Wording that differs but means the same is flagged as already agreed.

Private positions

Your fallback and red line are never exposed to the counterparty. They see agreement and conflict — never your negotiating room.

Three ways to settle

Every disputed clause returns a conservative, a balanced and a commercially aggressive option — each with its implications spelled out.

Risk flags

Surfaces unbalanced allocation, missing standard provisions, clauses that contradict each other, and language far from market norm.

Back-to-back review

Checks that obligations flow correctly from client to contractor to supplier, and shows exactly where you are carrying risk you did not pass on.

Live negotiation health

Percentage agreed, clauses remaining, high-risk items open, average response time, and which side is holding things up.

The differentiator

Where the risk quietly stops flowing.

Link an upstream contract to its downstream counterpart. Clause by Clause mirrors each obligation and tells you what failed to pass through.

UpstreamEnd client
YouEPC contractor
DownstreamSupplier

Exposure detected. You owe liquidated damages of 0.5% per week upstream but recover only 0.2% downstream. On a 12-week delay that gap is yours to absorb.

Questions

The ones people ask first.

Can the other side see my fallback position?

No. Your acceptable alternative, your red line and your priority are visible only to your own organisation. The counterparty sees your stated preferred wording and, once a compromise is proposed, whether you accepted it.

Does this replace our lawyers?

No, and it is not designed to. Clause by Clause settles the routine 80–90% so your legal and commercial people spend their time on the clauses that genuinely need judgement. Every proposed wording should still be reviewed before signature.

What does the counterparty have to pay?

Nothing. Invited parties join the negotiation free and can record positions, respond to proposals and see progress. Only the organisation that starts the negotiation holds a plan.

Can we use our own contract templates?

Yes. Upload your standard form or paste it in, and it is split into individually tracked clauses. You can also save a clause library of your company's approved positions and reuse it across negotiations.

Is it only for EPC and construction?

That is where it started, because those contracts are long, heavily negotiated and flow down a supply chain. The platform works for any commercial agreement where two parties negotiate standard legal and commercial terms.

Where is our data stored?

Contract text and positions are encrypted in transit and stored in our managed database. Enterprise plans can specify data residency and a retention policy, and export a complete audit trail of every position, proposal and acceptance.

Get started

Your next contract does not need six rounds.

Start a negotiation, invite the other side, and watch the agreed clauses lock one by one.

Start your free trial