# Redline Emailer — Email Templates & Tone Guide

---

## Template A: Email to Own Client

### Tone Rules

- Plain English. No Latin, no "hereinafter", no "pursuant to".
- Short sentences. Active voice.
- Explain WHY each change matters to the client, not just WHAT changed.
- Group changes by topic/impact, not by section number.
- If a change is protective of the client, say so: "This protects you by..."
- If a change is a concession, frame it honestly: "The other side asked for X, and we agreed to Y because..."
- Never assume the client knows contract structure.

### Banned Terms (replace every occurrence)

| Instead of | Write |
|-----------|-------|
| pursuant to | under / based on |
| notwithstanding | even though / regardless of |
| hereinafter | (omit entirely — never needed) |
| indemnification / indemnify | protection / reimburse / cover the cost of |
| representations and warranties | promises / guarantees |
| liquidated damages | pre-agreed amount / fixed penalty |
| force majeure | events beyond anyone's control (like natural disasters) |
| material breach | serious violation |
| shall | will |
| covenant | promise / commitment |
| termination for convenience | the right to end the agreement at any time |
| severability | (explain the concept instead: "if a court strikes one part, the rest still stands") |
| waiver | giving up a right |
| assignability / assignment | transferring the agreement to someone else |

If a legal term has no clean substitute AND is essential to the point being made,
include it in parentheses after the plain-English version:
"...cover the cost of any losses (indemnification)..."

### Structure

**Subject line:**
`Update on Your [Contract Type] — Summary of Changes`
or
`[Contract Type] with [Other Party] — Revised Terms Summary`

**Greeting:**
`Hi [Client First Name],`

**Opening (1-2 sentences):**
Brief context: what the contract is, that changes were made, and
that this email summarizes them. Example:
"Here's a summary of the changes we proposed to the [Contract Type]
with [Other Party]. I want to make sure you're comfortable with
everything before we send it over."

**Change Summary (grouped by topic):**
For each group of related changes:

- **Bold topic heading** (e.g., "Payment Terms", "Liability", "Timeline")
- 1-3 bullet points explaining what changed and what it means
- Use phrasing like:
  - "Previously, the contract said X. Now it says Y. This means Z for you."
  - "We added language that protects you by..."
  - "The other side wanted X. We pushed back and got Y instead."
  - "We removed the clause that would have required you to..."

**What This Means Overall (1-2 sentences):**
High-level: are these changes favorable, neutral, or mixed?
Factual framing only — no legal advice.
Example: "Overall, these changes strengthen your position on liability
and give you more flexibility on the timeline."

**Next Steps:**
What the client needs to do: review and approve, sign, ask questions, schedule a call.

**Sign-off:**
```
Let me know if you have any questions or if you'd like to discuss anything.

Best,
[Attorney Name]
[Firm Name]
```

---

## Template B: Email to Opposing Counsel

### Tone Rules

- Professional, concise, peer-to-peer.
- Assume the reader is a practicing attorney.
- Reference section numbers and defined terms precisely.
- Do not over-explain — state what changed, not why it's legally significant
  (opposing counsel can read the contract).
- Neutral framing. Do not characterize changes as "concessions" or "wins."
- Keep the cover email tight — the redline speaks for itself.

### Structure

**Subject line:**
`[Contract Title] — Revised Draft [Date or Version]`
or
`Re: [Contract Title] Between [Party A] and [Party B] — Redline`

**Greeting:**
`Dear [Counsel Name],`
or if name unknown: `Dear Counsel,`

**Opening (2-3 sentences):**
```
Please find attached our revised [contract type] between [Party A]
and [Party B]. The principal revisions are summarized below for your
convenience.
```

**Key Changes (bulleted list with section refs):**
- **Section X.X ([Topic]):** [Brief description of change — 1-2 sentences max]
- **Section Y.Y ([Topic]):** [Brief description]
- **Exhibit [Z]:** [Brief description if applicable]
- **Definition of "[Term]":** [Brief description if applicable]

Keep each bullet to 1-2 sentences. Section reference first, then description.
If more than ~15 substantive changes, group related items under topic headings
and note: "Additional conforming changes have been made throughout."

**Open Items (if any):**
```
The following items remain open and may benefit from discussion:
- [Item 1]
- [Item 2]
```

**Closing:**
```
We look forward to your comments. Please do not hesitate to
reach out with any questions.

Best regards,
[Attorney Name]
[Firm Name]
```

---

## Tone Calibration Notes

These override the defaults when the attorney signals a specific context:

**"Keep it casual"** (client email):
- Shorter sentences, contractions OK, warmer sign-off ("Talk soon," / "Let me know!")
- Can use first person more freely ("I think this is a good deal for you")

**"This is contentious"** (counsel email):
- Strictly neutral — zero characterization of changes
- Avoid "we believe" or "our client's position" — just state the change
- Limit open items section to objective descriptions

**"The client is sophisticated / in-house counsel"** (client email):
- Can use more legal terminology (but still explain impact)
- Can reference section numbers directly
- Tone closer to Template B but with the "what it means" framing

**"First draft / opening salvo"** (counsel email):
- Opening can note: "Attached is our initial markup of the [contract type]."
- May include a note on overall approach: "Our principal focus was on [topic areas]."

**"Multiple rounds"** (either recipient):
- Reference the round: "Following our call on [date], we've revised..."
- Focus on what changed since the last round, not all changes from the original