IMPORTANT NOTE: The counterproposal feature is in beta. Occasionally, Gerri encounters issues in the DOCX file that prevent it from applying the counterproposal correctly. Always check the .DOCX to confirm the change was applied.
After you confirm problems during a clean agreement review, Gerri can draft counterproposal language to resolve them - rewriting the flagged clause as a tracked change you can send back to your counterparty.
When you can counterpropose
Counterproposals build on the decisions you make during a clean agreement review. Gerri groups flagged issues by topic - such as Assignment - and you work through them one topic at a time.
For each flagged issue, choose Approve for this agreement or Confirm this is a problem, then click Submit decision. Once you've finished your decisions on a topic, every issue you confirmed as a problem is ready to counterpropose. Approved issues are not included.
Generating a counterproposal
When a topic has confirmed problems, two options appear at the bottom of the page:
Generate counterproposal - Gerri drafts replacement language that addresses every confirmed problem on the topic.
Leave flagged for now - keeps the issues flagged without drafting anything. You can come back and generate a counterproposal later.
Click Generate counterproposal. Gerri drafts the new language, which takes a moment.
Gerri rewrites the relevant clause to resolve the confirmed problems, shown as a redline with deletions struck through and additions underlined. All confirmed problems on the topic are addressed together within the affected clause.
Editing the counterproposal
To change the drafted language, click Edit this proposal. You have two ways to edit it.
Edit directly
The text box is pre-filled with the proposed clean language. Edit it to say exactly what you want. Click Remove edits to revert to the original text in the agreement.
Write with Gerri
Describe what you want in plain language and Gerri drafts it for you. For example:
Limit the other party's assignment exception to non-competitors, and replace our prior-consent assignment restriction with a post-assignment notice requirement plus a termination right for the other party.
Click Send and Gerri generates a revised counterproposal from your instructions.
Saving the counterproposal
When the language looks right, click Save counterproposal. Click Cancel to discard your changes and keep the existing proposal.
Gerri writes the counterproposal into your agreement as a tracked change. Download the updated .DOCX to get the redlined document, then review it before sending it to your counterparty.