Paste an old draft on the left, the counterparty's revised draft on the right, and see every clause that changed. No upload, no signup, nothing leaves your browser.
A free, in-browser tool for comparing two versions of a contract. Paste your last clean draft on the left, the counterparty's returned draft on the right, and the differences light up character by character. The text never leaves your machine, which matters when you're reviewing a draft under attorney-client privilege or an NDA that hasn't been signed yet.
It is built for the moment you've all been in: opposing counsel sends back what they call a "clean copy for your records", you have your own marked-up version from last week, and Word's track changes view is useless because the other side accepted everything before sending. Paste both into the two panes and you get a true side-by-side redline in seconds.
Underneath, the diff itself is the same engine that powers our compare-text engine. We just framed it for legal review. If your contract metadata lives in JSON, for example a DocuSign envelope payload or a CLM export, our compare-json tool handles that side.
The diff runs character-by-character, then a semantic cleanup step groups the changes back into readable chunks so the highlight lands on "sixty (60)" rather than every individual letter that changed inside "thirty". Insertions on the right pane render in green; deletions on the left pane render in red. The two panes scroll-lock together, so when you find a change at line 412 on one side, the other side jumps with you.
Word's track changes is paragraph-aware, which is great when both parties stay disciplined and accept changes cleanly between rounds. In practice that breaks down. By the third round of an NDA, somebody has accepted-all to send a "clean copy", somebody else has copy-pasted from a different template, and the paragraph anchors no longer match. Plain text is the lowest common denominator. Strip both sides to text, diff the text, and the underlying clause changes surface regardless of how Word felt about them.
Why character-level instead of clause-level? Because contract drafting is full of small word swaps that change meaning. "Shall" to "may" is two characters and a world of difference. A liability cap going from "$50,000" to "$100,000" is one digit. "Exclusive" to nothing is a license grant becoming non-exclusive. A clause-level diff would show you that section 5.2 changed; a character-level diff shows you exactly which word the counterparty took out.
Two text panes, one diff. No login, no upload, no markup file format to wrestle with.
Open the previous draft in Word, Google Docs, or your CLM, select all (Ctrl+A), and paste it into the left pane. Pasting strips the formatting, which is what you want here. Track-changes markup, comment bubbles, and styling all disappear; only the underlying text remains. If your version still has track changes from the prior round, accept-all in Word first so you compare clean text against clean text.
Do the same with the revised draft they returned. Most lawyers send a clean version plus a redlined PDF; paste the clean version here. The redlined PDF is for the audit trail and is rarely text-extractable. If you only have a PDF, copy the text out of Adobe Acrobat or your PDF reader and paste that.
Deletions show as red strikethroughs on the left; insertions show as green on the right. The change counts in each header tell you how many distinct edits were detected. Scroll through, focus on changes inside the indemnification, limitation-of-liability, termination, and payment-terms clauses first, since those are where most of the negotiation value sits.
You sent your standard master service agreement to a new vendor. Two weeks later their counsel returns a draft "with minor edits". Their idea of minor includes removing your audit-rights clause and bumping the termination-for-convenience notice from 30 to 90 days. Paste both into the redline tool and the actual edit set surfaces in under a minute, not after an hour of squinting.
A mutual non-disclosure agreement typically takes two or three rounds before signature. By round three the paragraph numbers have drifted because someone added a residuals clause. Compare the round-two clean version against the round-three clean version and you can confirm only the residuals section moved, rather than re-reading all eight pages.
Candidate counters on equity vesting and asks for a 12-month acceleration on a single trigger. HR sends a revised offer letter with that change plus a quietly tightened non-compete. Paste the original offer next to the revision and the non-compete edit shows up alongside the equity change, before the candidate signs.
Your vendor pushed a new version of their terms-of-service via email with the line "we have updated our terms". Procurement needs to know what actually changed before legal renews. Drop the old terms next to the new terms; the data-residency clause swap or the new arbitration carve-out is visible immediately. This is the same workflow as a regular text diff, only the audience is legal.
A statement of work goes through three amendments over a six-month engagement. Amendment #3 references "the original SOW as previously amended" without spelling out what it changed. Paste amendment #2 against amendment #3 to see the deliverable that quietly slipped from week 8 to week 12, and the additional acceptance-criteria paragraph that appeared in section 4.
Diligence rooms are full of "execution version" PDFs that look identical to the signed copies but are not. Compare the executed contract against the version posted in the data room to surface a missing exhibit, a different governing-law clause, or a signature page swap. Useful for both buy-side counsel reviewing a target's contracts and sell-side preparing for the data room.
The drafting situations that trip up text-based contract comparison most often, with what to do about each. Drawn from real review work on NDAs, MSAs, and employment paper.
| Topic | What this tool does |
|---|---|
| Paragraph renumbering | Inserting a new section 5.3 bumps every later section by one. The diff flags the renumber as a change on each header line. Focus on the body text, or strip section numbers from both sides before comparing. |
| Defined-term changes | A capitalised term like "Affiliate" or "Confidential Information" whose definition shifted mid-document. The definition itself shows as one diff in the definitions section, but every downstream use also relies on the new meaning. Always re-read the definitions section first. |
| Inline track-changes markup | If you paste from a Word doc that still has track changes turned on, you may get inserted/deleted text marked with strikethrough characters or merged in twice. Accept-all or reject-all in Word first to land on a clean baseline, then paste. |
| Exhibit and schedule references | Phrases like "as set forth in Exhibit B" do not change in the body but the underlying exhibit may have. The body diff will show no change while the substance has shifted. Compare each exhibit and schedule separately. |
| Cross-references between clauses | A sentence that reads "subject to Section 7.2" still reads the same after the counterparty renumbers Section 7.2 to Section 7.3. The cross-reference is now broken even though the diff shows no change. Sweep cross-references manually after renumbering. |
| Governing-law clause changes | A swap from Delaware to New York law is two words but reshapes enforcement, jury-trial waivers, and limitation-of-liability defaults. Cornell's definition of a governing-law clause is a good refresher on why this matters more than it looks. |
| Signature block changes | A change in signatory name or title can indicate a different authorised person, which affects whether the contract was properly executed. The diff will show the swap. Confirm signing authority against the company's corporate records before counter-signing. |
| Definitions section drift | A new defined term added in the definitions section but not used anywhere in the body, or an old defined term still used in the body but missing from the definitions. The diff will show the addition or removal; what it cannot show is whether the term is now orphaned. Search both versions for each defined term. |
Not entirely. Word track changes is the right tool when both parties stay inside Word and use it consistently across every round. This tool is what you reach for when that breaks down, which it usually does by round three. If a counterparty sends a clean version, or a Google Docs export, or a copy-paste from a different template, Word can no longer reconstruct the changes. Pasting both versions here gives you the redline regardless of which editor either side used.
Paragraph renumbering is the most common headache in contract review. The standard pattern is the counterparty inserts a new section 5.3, every later section bumps by one, and your eye sees a hundred "differences" that are really one. Two practical fixes: first, the diff still highlights the actual textual changes correctly, so focus on the red strikethroughs and green insertions, not the section numbers. Second, you can manually delete the section numbers from both pasted versions before diffing if the noise is overwhelming.
Yes. The diff runs entirely in your browser. Nothing is uploaded, logged, or stored on our servers. Attorney-client privilege is preserved because no third party (including us) ever sees the text. To verify, open your browser DevTools, switch to the Network tab, and watch as you paste and compare; there are no outbound requests. This matters for NDAs, M&A drafts, settlement agreements, and anything else where transmission to a vendor would itself be a problem.
Not directly. The PDF format (ISO 32000-2) stores text in many different ways, and many redlined PDFs are scanned images with no extractable text at all. The workflow is: open the PDF in Adobe Acrobat or your PDF reader, select-all, copy, and paste the resulting text into the appropriate pane. Some formatting will be lost in that step, especially around tables and exhibits, but the body prose comes through cleanly enough to redline. PDF-native diff is on our roadmap as a separate page.
Word's "Compare Documents" feature is excellent when both files are .docx and well-formed. It gives you paragraph-level redlines you can save back as a tracked-changes document. This tool is text-only and lighter weight. Use Word Compare when you need a deliverable redline to send back to a counterparty. Use this when you need a fast read-through, when one of the files is not .docx (PDF, Google Doc export, plain email), or when you want to avoid uploading the draft to any third-party CLM.
A character-level diff treats moved text as one deletion in the original location plus one insertion in the new location. You will see the same clause highlighted twice: red strikethrough where it used to be, green insertion where it now lives. The diff cannot tell that it was a move rather than a delete-plus-rewrite. For most legal review this is fine because you still see every word, but it does mean a heavily reorganised contract will look noisier than its actual edit set.
It can, but you have to do a little prep. When Word exports a tracked-changes document to PDF, the markup is rendered as visible text: insertions show up underlined, deletions show up with strikethrough, and margin balloons land as separate text runs. Selecting all and pasting into the diff produces a soup of original wording mixed with the markup. The cleaner workflow is to open the PDF in Acrobat, choose Comments > Accept All or Reject All inside the source Word file first, export a clean version of each side, then paste those into the panes. DocuSign CLM automates this round-trip if you need it often.
Your contract drafts never leave your browser. The diff, the highlighting, and the rendering all run on your machine. We do not upload the text, log it, or pass it to any third-party service. This matters for legal review specifically: pasting an unsigned NDA, a settlement draft, or an M&A purchase agreement into a cloud service can itself be a confidentiality breach, and in some jurisdictions can affect attorney-client privilege. Verifying our claim is straightforward. Open your browser's DevTools, switch to the Network tab, paste both versions, and watch. There are no outbound requests when you compare.