In plain English
Internal notes are private deal-team commentary; counterparty comments are messages the other side will read in the Word file or email. Two-channel negotiation keeps strategy off the shared redline so a founder rant never ships as a balloon. Mix the channels and you get accidental reply-all: your walk-away number in their inbox.
Not legal advice. Privilege, work-product, and disclosure rules vary. Ask counsel before assuming a note is protected.
By version90 staff Published Updated How this was made
What is two-channel negotiation?
Two-channel negotiation means every remark has a destination:
- Internal channel: your team only. Playbook positions, "we can give on Net 60 if they move the cap," counsel questions, AI findings you have not verified.
- External channel, the counterparty. Tracked edits, comments that explain why a change is in the file, and the cover email that summarizes open issues.
Word is a terrible secret-keeper. Comments travel with the .docx. "Internal" that lives in the same balloon thread as "please revert §8" is not internal. It is a time bomb with a Send button.
See Word tracked changes negotiation.
What belongs in an internal note?
Internal notes are for decision-making, not for performing diplomacy.
Put internally:
- Walk-away lines and fallback ladders ("mutual cap = 12 months fees; escalate if uncapped").
- Insurance, board, or investor constraints the other side does not need as a speech.
- Who on your team disagrees, and why.
- Unverified AI flags, citation first, send later (AI contract review with citations).
- Privilege-sensitive questions for counsel.
Do not put internally if the vehicle might leak: Word comments, shared docs the customer can still access, or threads that already include their lawyer. If a sentence would be awkward as Exhibit A, it is an internal note. Give it a room that is actually a room.
What belongs in a counterparty comment?
Counterparty comments are part of the deal record. Write them as if they will be read twice: once by their counsel tonight, once by a stranger in diligence.
Put externally:
- Proposed language (ideally as a tracked edit, with the comment as rationale).
- Questions that unblock: "Does 'Affiliate' include the Series B vehicle?"
- Commercial intent in one sentence: "Matching the cap to fees paid in the prior 12 months, consistent with our insurance."
- A clear close-or-escalate: "Need this mutual or we pause."
Do not put externally:
- Sarcasm. It ages like milk.
- "Our lawyer says this is crazy." (Send a redline, not a character study.)
- Internal dissent. They do not need to know finance wanted to fold.
- Markup that is really a note to self ("check with Jane"). Jane is not on their payroll.
Comments without edits slow cycles. Edits without comments create mystery meat. Use both, on purpose. See the Startup MSA redline checklist so the external channel argues substance, not vibes.
How does accidental reply-all happen in Word and email?
It is rarely a cartoon "Reply All" to 40 people. It is quieter:
| Leak path | How it happens | Prevention |
|---|---|---|
| Word comment on the shared file | You typed "we can live with uncapped IP indemnity" as a balloon | Internal notes live outside the .docx you send |
| "Accept all" then send | Hidden comment text still in the file, or a leftover reply | Inspect comments pane before send; one owner (version control) |
| Forwarded internal thread | Someone forwards the strategy email "for context" and the chain includes walk-aways | New email to the counterparty; do not forward the huddle |
| Shared folder permissions | Customer still has the link to your working copy | Separate send package from working folder |
| Metadata / author names | Track Changes shows intern vs CEO in the markup | Clean author labels; don't perform disagreements in the file |
The sharp version: if the file leaves the building, every comment in it is a counterparty comment. Filenames like INTERNAL_do_not_send.docx are not access control. They are comedy.
How do you run a clean two-channel process?
- Name the channels. Internal = ticket, Notion, or a notes field the counterparty cannot see. External = Word comments + cover email.
- One version owner merges inbound markup into the canonical file and is the only person who hits Send.
- Pre-send comment audit. Filter comments by author. Delete or move anything that reads like a huddle.
- Cover email carries the issue list. Do not make them hunt 60 balloons for the three real fights.
- AI stays internal until verified. A cited finding can become an external comment after a human agrees the clause says that.
- After signature, keep internal notes with the deal file for your audit trail, but do not paste them into the executed PDF.
Two-channel send checklist
- Internal huddle happened off the
.docx(or in a tool field that does not export) - Remaining Word comments are all intended for the counterparty
- Tracked edits match those comments (no orphan rants)
- Cover email lists open issues in human language
- No forwarded internal chains; new thread or clean forward of the file only
- Permissions: they receive a send copy, not your working folder
- Author names on markup would not embarrass you in diligence
- Unverified AI notes stripped or parked internally
If this feels heavy for a small SOW, shrink the ceremony, not the rule: strategy never rides in the file you attach. Portal "internal only" toggles count only if export cannot flatten those notes into the Word they open. Test that before the first real MSA.
About this page
Who. Written by version90 staff at Latent Ape LLC, the company that builds version90, working with AI tools. We build contract software and run our own contracts through it; we are not a law firm, and nothing here is legal advice.
How. Each piece starts from the review workflow version90 is built around. AI drafts and structures the text; staff edit, fact-check, and rewrite it before it is published, and we update the date shown above whenever the substance changes.
Why. The library exists to give founders and ops teams a shared standard for reviewing contracts without a legal department. If you spot an error, email [email protected] and we will fix the page.