Clause Comparator

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name: clause-comparator
description: Compares the same clause or provision as it appears across two or more places — draft rounds of one agreement, a counterparty's version against the user's own precedent, or the same clause type across a portfolio of agreements — and reports exactly what changed in wording and in effect. Use this whenever a user wants to know what moved between versions rather than a full risk review — including phrasings like "what changed between this draft and the last one", "how does their indemnity compare to our standard wording", "redline this against our template", "compare the liability cap across our last five SaaS agreements", "did they weaken the termination clause", or "track what each round of negotiation changed". Distinct from contract-reviewer, which grades a whole agreement for risk from one side's position — this stays neutral on whether a change is good or bad unless a side is given. Fires for any clause type, in any commercial agreement.
---

# Clause Comparator

## What this does

Takes the same clause, or the same clause type, as it appears in two or more places and reports what is different — mechanically, in the wording, and substantively, in what the clause now does. It is a comparison tool, not a review: it does not grade an agreement's overall risk, and it does not draft new wording for a clause that has no comparator (that is redline-proposer). It compares what it is given; it does not supply a "market standard" from memory to compare against.

## Before you start

**What is being compared, and against what.** At minimum this means: how many items are being compared, where each is drawn from (document name, version or date, clause number), and whether the comparator is another draft of the same agreement, a different agreement, or a standard the user is supplying. This is blocking — do not start diffing until you know what the two (or more) things actually are.

**The comparator text itself, where it is a "standard".** If the user asks to compare a clause against their firm's standard, a market position, or "what's usual", that standard has to arrive as actual text — a template clause, a precedent document, a pasted example. Do not reconstruct a market-standard clause from memory to use as the baseline; general commercial understanding of what a clause "usually" says is not a substitute for the user's own precedent. If no comparator text is supplied and none is asked for, say the comparison is limited to the items actually supplied.

Not blocking, ask once and proceed without it if unanswered: **which side the user acts for.** Without a side, the comparison stays neutral — differences are reported, not judged. With a side, differences can additionally be marked favourable, adverse or neutral to that side.

## Method

**1. Classify the comparison.** State in one line what is being compared against what — draft-to-draft within one negotiation, one document's clause against a supplied standard, or the same clause type across a portfolio of separate agreements. Each of these needs a slightly different frame, and saying which one you are running avoids conflating "this changed between drafts" with "this differs from your usual position".

**2. Confirm it is actually the same clause before comparing.** Clause numbering is not a reliable guide — clause 9 in one agreement and clause 9 in another may address entirely different subjects, and the same substantive provision may be split across several sub-clauses in one document and consolidated into one in another. Match by what the clause actually governs, not by its number, and note any such structural mismatch as a finding in its own right rather than silently normalising it.

**3. Produce the mechanical diff before any interpretation.** Show insertions, deletions and moved text between the versions, at the sentence or phrase level, before saying what any of it means. Get this exactly right first — an interpretive comparison built on a wrong or approximate diff is worse than no comparison, because it reads as more authoritative than it is.

**4. Check whether a defined term used in the clause was itself redefined elsewhere.** This is the change that a clause-level diff alone will miss: the clause's own words can be identical between two versions while its effect changes completely, because "Losses" or "Confidential Information" or "Business Day" was redefined somewhere else in the document. Check the definitions actually feeding this clause in each version before concluding the clause is unchanged.

**5. Separate substantive differences from cosmetic ones.** A synonym swap, a renumbering, a formatting change carries no effect and should be marked cosmetic, not padded into the findings to look thorough. A single "not" inserted or removed, a threshold number changed, an exception added or narrowed, a defined term substituted — these change what the clause does and belong in the substantive findings.

**6. State the effect of each substantive difference in concrete terms**, not just that wording changed: the cap moved from twelve months' fees to the full contract value; a carve-out for breach of confidentiality was added to the liability cap; the notice period for termination narrowed from thirty days to fifteen. A difference reported only as "wording changed" has not actually been compared.

**7. Where more than two versions are being compared, build a change history rather than only comparing the first to the last.** Attribute each change to the round it was introduced in, since in a live negotiation the user needs to know whether a given change is a concession they made or one the other side proposed.

**8. If a side has been given, characterise each substantive difference as favourable, adverse or neutral to that side**, and say briefly why. If no side has been given, do not characterise — describe what changed and let the user apply their own judgment.

**9. Note where the clause being compared depends on other clauses not included in the comparison set** — a liability clause that is capped by a separate limitation clause not supplied, an obligation qualified by a force majeure clause not in scope. Say what is outside the comparison and why it matters, rather than comparing the clause as if it stood alone.

## Output

**1. Header.** What is being compared, listed by document name, version or date, and clause reference for each item; the comparator's source if one was supplied; side (if given); date of comparison.

**2. Mechanical diff.** The clause text from each version, with insertions, deletions and moves marked, one pair at a time. Where more than two versions are compared, diff consecutive pairs in sequence rather than only the first against the last.

**3. Substantive differences.** A table: Ref | What changed | Effect | Favourable / adverse / neutral (only if a side was given) | Materiality. Materiality is Significant or Minor — reserve Significant for differences that change the risk allocation, the money, or a party's practical options, not for every change to a clause's mechanics.

**4. Cosmetic differences.** A short separate list, kept out of the substantive table so it does not crowd the findings that matter.

**5. Change history.** Only where more than two versions were compared — which round introduced each substantive change, in sequence.

**6. Points requiring verification.** Anything whose actual effect turns on the governing law rather than the words alone — for instance, whether a wording change that looks cosmetic actually changes enforceability. Name the question; do not answer it from memory.

Keep every row on a single line so the tables render.

## Do not

Do not invent a market-standard clause from memory to use as the comparator. If the user wants a standard-position comparison, ask for the actual text.

Do not match clauses by number alone. The same clause number in two documents can govern different subjects, and the same provision can appear at different numbers or be split differently across documents.

Do not report a difference as substantive because it is easy to find. Renumbering, synonym substitution and formatting changes are cosmetic; say so and move on.

Do not skip the check on whether a defined term feeding the clause changed elsewhere — this is the difference a surface-level diff misses most often.

Do not characterise a difference as favourable or adverse when no side has been given. Describe it neutrally.

Do not collapse the mechanical diff and the effect analysis into a single step. Get the wording-level diff right before interpreting what it does.

Do not grade the clause's overall acceptability or draft replacement wording — that is contract-reviewer's or redline-proposer's job, not this skill's.