Compare two versions of a contract

Procurement manager · Time: 15 min · Documents

Tools that fit this task

• ChatGPT $20/mo
• Claude $20/mo
• Copilot in Word $20/mo
• NotebookLM $14/mo
• ABBYY FineReader PDF $99/yr
• ChatPDF $19.99/mo

Prompt

Role: you are a corporate lawyer reviewing a counterparty's edits to a contract.
Context: I represent {{our side}}. The contract is a {{contract type}}. Below are version 1 (ours) and version 2 (from the counterparty), with parties and amounts replaced by placeholders.
Task: find all changes between the versions, including removed and added clauses and changes in numbers, deadlines and wording. For each change assess whom it favors and what risk it carries for us.
Format: a table clause | before | after | favors | risk for us | proposal. As separate lists: removed clauses, new clauses, changes in numbers and deadlines. Leave unchanged clauses out of the table.
Version 1:
{{version 1}}
Version 2:
{{version 2}}

Steps

1. Get both versions as text and replace party names, amounts and details with placeholders [Party A], [Party B], [amount]
2. Run the built-in comparison in Word (Review, Compare) or give both files to an assistant that handles long documents
3. Ask for a list of all changes by clause with an assessment of whom each change favors
4. Check every change found against the originals, especially clauses on liability, deadlines, payment and termination
5. Ask separately for the clauses removed from the new version and the new clauses that did not exist before
6. Build a table of changes with a decision on each: accept, reject, propose our own wording

How to check the result

Every change in the table is found in the original, and a spot check of three clauses the model called unchanged confirms they really match

Pitfalls

• The model misses small changes such as "within 5 days" instead of "within 5 business days", so compare deadlines and numbers in Word
• A contract with real parties under NDA goes into a public service only anonymized

Data that stays out of public AI tools

• Supplier prices and terms from sealed bids: a trade secret of both sides, into a service with codes
• Annual procurement plans and budgets: before a tender is announced, only inside a corporate environment
• Contracts with real parties and amounts: into a public service as [Party A], [Party B], [amount]

Other tasks for procurement managers

• Run a quick counterparty check before a deal
• Build a competitor price review
• Run a risk review of a contract for your side
• Write a formal claim letter to a counterparty
• Keep a contract register and track deadlines
• Find discrepancies in a counterparty reconciliation statement
• Write an email to a foreign partner in their language
• Translate a contract and keep the terminology consistent
• Get a spreadsheet formula from a plain-language request
• Write a business letter

AI tools for procurement managers · Prompt: Compare two versions of a contract