They send it back. You read what moved.
A counterparty redline is not a new contract, it's the next version of the one you're already negotiating. Vern ingests it as version N+1 of the same matter, re-scores it, and shows you the four clauses that changed instead of another eighteen-clause report.
Four clauses moved. One is new. Twelve you can ignore.
This is the Versions tab of a live matter, recreated here so you can click through it.
"…total aggregate liability shall be unlimited in respect of not exceed three times the fees paid or payable in the preceding twelve months, including in respect of indirect and consequential losses, subject to the exclusions in clause 8.2."
They've conceded a cap, at 3×, matching your W3 super-cap fallback rather than the 2× you asked for. Enforceable as drafted. Accepting is within playbook tier T2; pushing for 2× again risks the goodwill spent on 9.4.
"…shall not solicit any candidate introduced by the Agency for twelve (12) months within a radius of fifty (50) miles six (6) months, in respect of candidates actually introduced."
A full concession, and better than your own fallback. Six months and introduced-candidates-only is now enforceable where the original was not. Nothing left to negotiate here.
"…interest shall accrue at 8% above base rate compounded monthly without compounding, calculated daily from the due date."
The compounding provision that made this a penalty risk is gone. Now plainly statutory and enforceable. Accept.
"15.2 The Client may assign or novate this Agreement, together with all rights to candidates introduced, to any group company or successor without the Agency's consent."
This clause did not exist in round 1. A free right to novate to any group company transfers your fee entitlement without consent, this is the clause to escalate now, not the liability cap.
"…the Client shall pay each invoice within sixty (60) days of the date of invoice." , word-for-word identical to round 1
Unmoved, and they haven't acknowledged it. Sixty days remains outside your position for an account of this size. If you concede the 3× cap, this is what you take in exchange.
"…introduction fee of 18% of first-year remuneration, with rebates of 8/4/2 weeks." , untouched, no re-read needed
Identical text, identical hash. Not re-analysed, not re-charged.
Because a contract was never one file to us.
Most tools treat each upload as a fresh job. Vern was built the other way round: a negotiation is the object, and every draft that arrives is a version of it. Diffing isn't a feature bolted on afterwards, it falls out of the shape of the thing.
One counterparty, one deal, however many rounds it takes. Everything below hangs off it.
The logical thing being agreed, the Terms of Business, not the file called ToB_v4_FINAL_2.docx.
Identified by a hash of its normalised text. Same words, same version, no matter who sent it or how.
A review of one version against one playbook version. Never overwritten, so any two rounds can be compared.
Eleven days, four rounds,
one running score.
Every round is kept. You can always show how the deal got to where it is.
Vern learns which of your positions actually get signed.
Because both sides of every round are on the record, Vern can see which fallback you offered and whether the other side took it. Over a few dozen negotiations that becomes real knowledge: which wording lands, which never survives, and what you're routinely leaving on the table.
It reorders which wording it offers you first. Your playbook improves because you used it, not because you sat down to rewrite it.
Bring us a negotiation you're in the middle of.
Send the first round and the redline that came back. We'll build your playbook, diff the two, and you'll see what you'd have caught.