There are some rules of etiquette that don’t appear in the Model Rules of Professional Conduct. If I could pick one of those unspoken rules to become binding it would be the rule regarding when an editable copy of a document must be provided.
Most all companies I’ve encountered initially only provide their terms and conditions to third parties in an un-editable format such as PDF. I understand the reason for this and agree with it. No one wants a change to their standard being made without knowing about it and approving it.
But when you’ve agreed to a contract negotiation and offer to hear what the other person would like changed, you should provide an editable form. Courtesy dictates that the person revising it would then use track changes so the contract owner can see the changes made. Not providing that editable copy means the other person has to collate all of the change requests from internal review into an email, spreadsheet, or document outside of the contract and trust that the contract owner will understand what the negotiator is asking for in the revision. Not being able to track internal revision requests in the document itself means no one on the reviewer’s end will be able to see the finished product before it goes back to the owner which makes it difficult for the reviewer’s team to sign off on. Not to mention culling and collating responses from e-mail (or any communication outside of the contract itself) increases review time and chances of a mistake being made that will have to be corrected later on. And even then, the party who translates the requests into the contract language will be the contract originator. The other party is not your company’s advocate, so expecting them to put in language that could be or is detrimental to them is foolish.
Because not providing an editable copy is inefficient and makes the review process more prone to errors always ask for an editable document if you’re actively negotiating. But…if the other party refuses then there is at least one free way to convert that document yourself. Following is a tip on how to do that. If you do this, be professional and use track changes. Also, I’ve included a bonus tip on running a comparison between the original document and the revised document if you’re not positive the other person used track changes.
I use Word 99% of the time and so this post is written assuming you or someone in your organization does as well.
How to Convert a PDF to a Word Document (for free!)
You will need a Google Mail account (it is free to create a Gmail account if you don’t already have one). Creating the Google Mail account gives you access to Google Docs which is the tool you’ll use to create the editable version. Once you’re logged into Google Mail click on Apps and then click on Drive. Click the red Create button in the upper left hand corner when you’re on the Drive. Click the option that says Files and then open your PDF document. That will upload the document into the Google Drive. Right click the PDF on the Drive and select Open With and Google Docs. Once the newly created Google Doc is open click File (upper left hand corner) and Download as Microsoft Word (.docx). And BAM you’ve created a Word version. The formatting will be lost and you’ll need to delete any image files that are duplicated as editable text, but you now have an editable version. You have the ability to do this same trick and instead elect to download as an .odt, .rtf, or .txt file also but I haven’t tried any of these and can’t vouch for accuracy being preserved in the conversion.
How to See Changes Made by the Other Party
First, make sure you have both the earlier revision you want to compare against and the most recent revision handy. If changes currently appear in redline then click the review option in the toolbar, then accept all, and then save it. It’s fine to leave comment bubbles in if they don’t bother you. Now open one of the two documents, click the review option again, click compare, and compare two versions of a single document (legal blackline). You will be prompted to upload the original document (earlier version) and the revised document (most recent version). Then click OK. If no differences are found there will be an immediate response saying no changes found. If differences are found they will appear in redline. Because you ran the comparison odds are the changes will show as having been made by you.