IMPORTANT NOTE: The counterproposal feature is in beta. Occasionally, Gerri encounters issues in the DOCX file that prevents it from applying the counterproposal correctly. Always check the DOCX to ensure the counterproposal has been applied.

When a counterparty's proposed change doesn't work as written but you're willing to offer an alternative, you can counterpropose - replacing their language with your own preferred language as a tracked change in the document. Gerri can generate counterproposals automatically based on your playbook, or you can write one yourself directly from the review.

Gerri will automatically counterpropose a redline when your playbook includes a rule that instructs it to do so. For example, a rule like "We only accept California as governing law - if any other state is proposed, counterpropose to California" will cause Gerri to generate replacement language whenever that type of change appears. The counterproposal will appear in the History panel as Counterproposed, along with an explanation in the Audit logic section showing which rule was applied.

If a redline is marked Needs review, open the detail view, select Counterpropose from the decision options, and click Submit decision. If Gerri has already made a determination - whether it accepted, rejected, or counterproposed - you can still override it by clicking Edit decision in the History panel and selecting Counterpropose instead.

When you counterpropose, a Counterproposal block appears with two ways to specify the replacement language:

Edit directly
The text box is pre-filled with the current agreement language (including your counterparty's proposal). Edit it to reflect the exact language you want in the document, then click Save. Use this when you know precisely what the text should say.

Write with Gerri
Describe what you want in plain language and Gerri will draft the language for you. For example, you might type "Change the cap to 3x fees paid in the prior 12 months." Click Send and Gerri will generate a suggested counterproposal based on your instructions. Use this when you know what outcome you want but prefer to have Gerri write the actual contract language.

Once saved, the counterproposal will be written into the document as a tracked change when you download the updated .DOCX.

If Gerri has already generated a counterproposal - either automatically from your playbook or from a prior decision - you can modify it at any time. On the detail view for the redline, click Edit this proposal to open the counterproposal editor with the current text pre-filled. You can edit it directly or use Write with Gerri to generate a revised version from a new set of instructions.

When submitting a counterproposal decision, you can check Add a comment to include a note alongside the tracked change in the Word document. This is useful for giving the counterparty context about the change - for example, explaining why their proposed language was modified - or for leaving an internal note for your team about the decision.