Drafting Alternative Language

A redline without alternative language is a complaint. "We cannot accept this provision" is not a negotiation position — it is an objection without a solution. Every [REDLINED] annotation must include replacement language that addresses the identified risk while remaining commercially reasonable. The goal is not to win the clause. The goal is to find language that both parties can sign.

1. Start with the Risk Identify precisely what makes the provision unacceptable. Is it the scope? The cap? The trigger? The duration? Precision about the problem produces precision in the solution. "This indemnification is too broad" is vague. "This indemnification covers third-party IP claims with no cap, which creates unlimited exposure for claims we cannot control" — that is a specific problem with a drafting solution.
2. Draft from the Clause Library Pull tested language from your clause library at the appropriate risk tolerance level. Modify for context. The advantage of library-sourced language is that it has been through previous negotiations — you know it is commercially viable because it has been accepted before.
3. Explain the Change Every redline needs a plain-English explanation. Not legal reasoning — business reasoning. "We revised the indemnification to cap mutual exposure at total contract value, which protects both parties proportionally." The explanation is for the business stakeholders on both sides, not the lawyers.