Vickie,
When proofing a revised draft of a contract for my CLNC® business, do I really need to read it word for word?
Julia, RN, CLNC
Hi Julia,
That’s a great question. Of course everybody’s preference is to generate a contract that will not require revisions. This works well with legal nurse consulting subcontractors who usually sign our contract without revision requests. This allows us to quickly move on to doing business together. In 29 years, I have only had two subcontractors request minor changes to our form contract. With vendors though, negotiations are more common. Especially with large vendors, it’s not unusual to have 5-10 drafts, depending on the vendor, size and type of contract (IT services company, software, hotel, etc.).
Once the negotiations start and the versions start flying back and forth, I often joke (or not) that I’m getting drafted to death, but sometimes it’s necessary. As the number of versions increases, it can quickly get harder and harder to keep track of the changes. One way I keep track of the documents is by writing “Live” and “Past” along with the dates on the top of each hard copy version. My preference is to proof a hard copy rather than the electronic version. Most of us read and proof more accurately from paper than from a computer screen. Also, I keep all printed and electronic versions in file folders for easy reference.
With Microsoft® Word, you can use the track changes feature which shows the additions and deletions made by the parties. The document can get pretty “busy,” so once we hit a certain level of agreement on the changes I’ll accept the changes/deletions to create a “clean” document. Then we can continue the editing process, but fresh, with fewer changes to track.
When reading a contract from one draft to another, the experienced Certified Legal Nurse Consultant will always read and compare each draft to the prior draft word for word to ensure that nothing has been deleted or added either accidentally or intentionally. Word processing errors and text drops do occur, despite the best intentions of the parties involved. The best way to do a comparison reading is to lay each contract side by side and read and compare them one paragraph at a time.
“Lazy” legal nurse consultants can also just compare the first or last word in each line of each paragraph in one contract to the other to ensure they match. This isn’t a perfect system but can be quick. Another more accurate but still “lazy” method is to hold each page from the contract against a sun-lit window and then lay the corresponding page from the other draft on top of the first page. You can then compare text and look for text drops or spacing changes. I shouldn’t even be telling you these “lazy” tricks because neither of them should be considered a replacement for a full read, especially on the final executed copies.
When you finally sign the paper copy of the contract you’ve so carefully negotiated, you want to be sure that what you get back from the other party is what you sent them. My solution is to initial and date the bottom of each page in blue ink. When the fully-executed copy is returned to you, it will be clear there have been no page “substitutions.” We also sign our contracts using blue ink. This will always help you distinguish the original from a copy. If we’re sending the final versions over for signature, I sign the contract in advance. This process helps guarantee the other party signs the copy we sent.
We often scan and email a signed copy of the contract and we accept scanned copies of executed contracts as final. What matters to the Institute is that we have a final signed contract, no matter the method by which it is sent.
Finally, make sure you file the original signed version in a secure location (hard copy and electronic) so that you’ll be able to locate it quickly. Be sure to calendar the expiration of the terms and the dates of any notices that must be filed.
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