Contract review comments should be separated for internal teams and counterparties

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How review comments are written matters as much as the redlines. Using the same wording internally and for the counterparty makes a review harder to use, as this article shows using a limitation-of-liability clause.

Internal comments: keep the reasoning

An internal comment should explain why a clause is a problem and what options exist, not just say "add a limitation of liability." For unlimited damages, note the risk relative to the contract value and whether a cap tied to that value is realistic, so the business team can set its position.

Counterparty comments: write for negotiation

The same point needs softer phrasing outward. Sending the internal line that a clause is "an excessive risk for us" as-is can harden talks. Asking the counterparty to agree to a cap given the deal's scale is easier to accept, since it gives a reason while leaving room to negotiate.

Separating the two, including in AI use

Keeping the two apart lets a salesperson know what is safe to forward externally, cutting back-and-forth with legal, and outside counsel should be asked for both an internal note and draft counterparty comments. The same applies to generative AI: an instruction to "review this contract" alone yields text fit for neither audience, so specify internal explanation or counterparty draft, and have a lawyer verify the result.