“please mark up the draft.” cool. what does that even mean?

Welcome to contract markup during a law internship.

A markup, often called a redline, usually shows the changes you propose to an existing draft.

1. first understand whose side you're reviewing for.

Before changing a single word, ask: who is our client?

A clause that looks perfectly reasonable for the buyer may be terrible for the seller.

A broad indemnity may be great if your client receives the protection and painful if your client gives it.

Contract review is not abstract proofreading.

You are reviewing risk from someone's commercial position.

2. understand the deal before editing the drafting.

Read enough of the agreement to understand:

• Who are the parties?
• What is each party supposed to do?
• What is being paid?
• When does the agreement start and end?
• What happens if somebody breaches it?
• What risks matter most to your client?

Otherwise you may “improve” a clause while accidentally changing the deal.

3. markup does NOT mean rewrite everything.

This is the intern temptation. 😭

You see a long sentence.

You rewrite the entire thing.

It looks cleaner.

Unfortunately, you may also have changed three negotiated positions without realising it.

The revised clause answers questions the original leaves open.

How quickly? Two Business Days.
In what form? In writing.
Which issues? Issues that materially affect performance.

But notice something important.

Those changes may also alter the commercial position.

That is why a markup needs judgment, not just cleaner language.

4. what should you actually look for?

When reviewing a contract, common issues include:

• obligations that are too broad or unclear;
• missing timelines;
• one-sided termination rights;
• uncapped or disproportionate liability;
• indemnities that are wider than intended;
• undefined terms;
• broken cross-references;
• inconsistent defined terms;
• commercial positions that don't match the deal;
• missing protections your client may need.

Not every agreement will contain every issue.

The point is to review function, not just grammar.

5. Track Changes is your friend. use it.

Unless your senior tells you otherwise, edits should normally be visible.

That lets the next reviewer understand:

• what you deleted;
• what you added;
• where language moved; and
• how much the draft changed.

Do not quietly send back a clean document after changing twenty clauses. 😭

6. comments explain the “why.”

Sometimes the change itself isn't enough.

A comment can flag the reasoning.

That's much more useful than:

“Please check.”

Check WHAT, bestie? 😭

7. don't silently change commercial points.

Suppose payment is due within 60 days.

You think 30 days sounds better.

That does not mean you change 60 to 30.

That may be a negotiated commercial term.

Instead, flag it if necessary:

“Please confirm whether the 60-day payment period is commercially agreed.”

A lawyer identifies risk.

A lawyer does not randomly renegotiate the client's deal inside Track Changes.

8. do one final consistency sweep.

After the substantive review, check the boring stuff.

The boring stuff is unfortunately important.

basically?

A good contract markup doesn't scream:

“look how many changes I made.”

It says:

“I understood the deal, identified the risk and changed only what needed changing.”

That is the difference between editing words and reviewing a contract.

And yes, Track Changes becomes significantly less terrifying after the first few drafts. 😭🧡