Contract Compare

Overview

Compare the supplied baseline and revision, align their clauses and explain the observed changes. Separate textual evidence from possible commercial effects and questions requiring legal review. Report the material actually inspected rather than promising every change in an unreadable or incomplete contract.

Prerequisites

• Two versions supplied as selected files, labeled text or a combination.
• An explicit baseline/revision mapping. Reuse labels already supplied; otherwise ask before describing additions/removals directionally. Do not infer chronology from upload order or a filename alone.
• The party the user represents and the contract purpose when favorability or negotiation analysis is requested. A neutral comparison can proceed without it.
• Known schedules, exhibits, amendments and incorporated documents relevant to the requested comparison. Record unavailable material and any supplied jurisdiction.

Use only the selected documents and authorized tools. Do not upload contracts to an external converter, research service or other provider as an implicit step. Do not edit either original contract or send a negotiation message.

Instructions

1. Use Glob only within the selected input location when file discovery is needed. Read both versions and record filenames/version labels, page or section coverage, visible redline mode and extraction limits. If Read cannot expose an image, table, attachment or full document, request usable text or mark that area unreviewed; do not claim it was compared.
2. Build a structural map of sections, definitions, schedules and cross-references. Match relocated/renumbered clauses by their text and responsibility rather than section number alone. Preserve the originals while normalizing presentation for comparison. Distinguish whitespace/pagination changes from wording changes.
3. Compare aligned clauses and classify observed additions, removals, modifications and moves. Use Grep for defined terms and cross-reference targets in readable supplied text, then Read the surrounding clauses. A search miss in incomplete extraction does not prove a provision was removed.
4. Give each finding a stable ID and baseline/revision locators. Include the minimal exact excerpts needed to demonstrate the change, preserving negations, defined terms, dates, currencies and units. Describe paraphrases as paraphrases; never present generated wording as a quotation from the contract.
5. Inspect dependencies for changes in liability caps, indemnities, intellectual property, termination, notice, assignment, governing law or dispute terms when present. Follow changed definitions and exceptions into the affected clauses. If an exhibit or incorporated policy is missing, identify that dependency.
6. Explain possible effects for the mapped parties with the assumptions and source clauses that support them. Use unclear or context-dependent when appropriate. Do not infer deceptive intent from a change, treat an omitted term as proof of a legal entitlement, or convert a fee-window ratio into actual liability loss.
7. Prioritize findings using the user's objectives and concrete rights/obligations affected. Keep cosmetic edits separate. Counts describe detected changes within the stated coverage; they are not a winning score or proof a version is safe. If a numeric rubric is requested, label its weights as a user-selected triage heuristic and preserve the material findings that a total can hide.
8. Produce the comparison report. State evidence gaps and questions for counsel rather than assuming a law applies to every contract. When a saved report is requested, use Write at the selected path; suggest contract-comparison-{matter-slug}-{date}.md for new work and inspect any existing destination before replacing it. Report the actual saved path.

Output

A comparison draft with document identities and baseline direction, inspected coverage, a clause map, observed change findings and qualified possible effects. Use stable finding IDs, both version locators, exact evidence excerpts, dependencies, review priority and unresolved questions. Include detected-change counts only when actually counted and label their scope.

Distinguish no observed change in reviewed material from a complete-document identity claim. Legal effect and enforceability require the applicable facts, contract context and current jurisdiction-specific authority; this document comparison does not establish them or an attorney-client relationship.

Error Handling

Examples

Liability language: A baseline refers to twelve months of fees and a revision refers to fees in the preceding three months. Quote both clauses and check their fee definitions, exclusions, timing and other caps. Report the changed reference window; do not assert a 75% reduction in actual liability or financial exposure.

Definition change: "Deliverables" gains a reference to pre-existing materials. Identify the exact added phrase and follow readable assignment/license clauses using that definition. Describe a possible scope change with its dependencies, not the counterparty's motive or a definitive ownership conclusion.

Incomplete comparison: The revised PDF omits Schedule B. Mark that schedule unreviewed and compare available sections. Do not call Schedule B removed unless the complete intended revision or other supplied evidence establishes removal.

Resources

• Report structure, evidence checks and review limits
• The supplied contract versions, schedules, amendments and explicit party objectives.