gistfile1.txt

# Redlining .docx Using Low-Level OpenXML Manipulation





We'll manipulate WordprocessingML directly (OpenXML format) to produce tracked edits:

- <w:ins> — Inserted text (appears as underlined suggestion)

- <w:del> — Deleted text (appears as strikethrough suggestion)

- Metadata (author, timestamp, revision ID)



This approach is to guarantee compatibility with Word and maximum flexibility.





## Approach

We'll unzip the .docx (a ZIP archive), modify its internal XML files (word/document.xml, etc.), and repackage it.



### Step-by-Step



#### 1. Required Libraries (Python)

- python-docx – manipulate .docx document structure

- lxml – low-level XML manipulation for reading/writing tracked changesbash

pip install python-docx lxml





#### 2. .docx Structure

A .docx file is a ZIP archive with the following relevant files:

- word/document.xml – main document content

- word/comments.xml (optional) – for comments (not used for redlines)

- _rels/.rels and [Content_Types].xml – for relationships and part types



We'll inject <w:ins> and <w:del> into document.xml.



#### 3. Sample XML Structure for Tracked Changesxml

<w:p>

  <w:r>

    <w:del w:author="Editor" w:date="2025-04-13T10:00:00Z">

      <w:r><w:delText>old text</w:delText></w:r>

    </w:del>

    <w:ins w:author="Editor" w:date="2025-04-13T10:00:01Z">

      <w:r><w:t>new text</w:t></w:r>

    </w:ins>

  </w:r>

</w:p>





This creates a **replacement**: delete “old text” and insert “new text”.



#### 4. Workflow

- Load .docx using python-docx

- Extract and parse underlying XML with lxml

- Locate text nodes to modify

- Replace with <w:ins> / <w:del> inline using exact run positions

- Save document back to .docx



#### 5. Considerations

- Preserve namespace declarations (xmlns:w, etc.) when editing XML.

- Assign consistent rsid, author, and timestamp to edits.

- Always insert redlined edits **in-place** using parent.insert(index, element) rather than append, to avoid incorrect placement (e.g., at paragraph end).

- Simulate replacements using a <w:del> followed immediately by a <w:ins>.

- Track edits across paragraphs and runs carefully — Word may group them visually.  





## Strategy of Edit that worked for us:

2 | Run‑merge, then replace  (when the underline and comma/year are split across runs)

Scan the paragraph’s run sequence and concatenate text until you detect the pattern ___________, 2024.

Collect all participating runs into a list.

Insert one <w:del> (text = collected original) followed by one <w:ins> (text = new date) at the index of the first run, then delete the leftover original runs.

Advantage: you never clear the whole paragraph—only the minimal run range—so Word preserves paragraph‑level numbering/outline metadata.



## Implementation Tips



| Topic | Guidance |

|-------|----------|

|**Namespaces**|Always create elements with `qn('w:…')` or fully qualified `{http://…/2006/main}` names so Word won’t treat them as unknown.|

|**`rsid` housekeeping**|If you delete or insert inside a paragraph, update its `w:rsidR` and `w:rsidRPr` to a fresh 8‑hex value (e.g., `00E70E4E`) or just omit them—Word will regenerate on save.|

|**Author & time**|Same `w:author` / `w:date` on every `<w:del>` + `<w:ins>` in the block to preserve grouping.|

|**Ordering**|Insert **`<w:del>` first, then `<w:ins>`**. Word renders the strike‑through above the underline when they are adjacent in that order.|

|**Preserving layout**|Never delete the paragraph itself unless you wrap it in `<w:del>`. Removing the `<w:p>` kills section/outline context.|

|**Testing**|After each strategy, open in desktop Word with *Review → Show Markup → All* to confirm the redline is visible. Word Online and Google Docs may hide the change but desktop Word is definitive.|



The task for you :

On "NDA 1 - Clean.docx" shared here to you.  



Extract the blocks, like date block, to block, address block, first para, second para etc.  Ensure you also output the xml snippet of that content, how it is stored etc in xml with actual xml of that part. 



After the extraction, output it and then look at the json of the Client-Playbook below. Then suggest the latest updates based on xml of that block and your understanding of how redlining is done in word, suggest a tentative plan on how you will apply this change.  Ensure you do this finding every empty lines or placeholders , as they are critical for us and need to be replaced.



For the Address block, we need the person and the address to be in the block. See an example below with fictional address and name. In similar way, apply real one. 



John Doe, Director

CenterGround Management, 

L.P.20 Crosby St. 4th Floor, New York, NY 20013



Similarly date give such as ________________, 2024 should use current date. 



Anywhere data is added replacing blank line or dash, then the dash or blank line should be removed. 





Below are the clauses from playbook for applying  redline suggestion. I want you to apply it at each clause s.no, then apply redline. Then move on to next clause, look at all data and then again apply redline. Do this for each. ensure you apply same method and strategy given above to edit docx as it worked.



```json

[

  {

    "s_no": "2",

    "clause": "Definition of “Representatives”",

    "preferred_position": "Must include – affiliates, debt financing sources, limited partners who are not independently evaluating the potential Transaction as a principal (“Limited Partners”).\nTo also include – directors, officers, employees, advisors, consultants and agents.\nIf 1st‑round language allows financing sources as a Representative but requires written consent, replace that term with the preferred list above and delete any consent requirement.\nLimited Partners = existing LPs that invest in Client’s funds and may co‑invest in each deal.",

    "fallback_position": "First turn – carve out existing LPs if written consent is required; leave consent for debt sources.\nSecond turn – accept written consent for all financing sources and flag.\nIf a list of affiliates is requested, delete and note that names can be provided later.  Add proviso clarifying portfolio‑company board seats do not count as receiving CI.\nEnsure Client can always share with prior written consent if further restrictions appear.",

    "final_positions_notes": "If written approval is required for lenders/financing sources, flag to MGC when sending for signature.\nAlways preserve the carve‑out for LPs not evaluating as principals.\nCan accept providing names of CI recipients on request.",

    "subpoints": [

      {

        "s_no": "2(a)",

        "clause": "Representative’s adherence to the Agreement",

        "preferred_position": "The Company must ensure each Representative knows and observes the NDA and is liable for their acts as if its own, provided Client is not liable for Representatives already under a separate NDA.  Change “cause” to “direct” or “inform”.",

        "fallback_position": "If liability is imposed for affiliates, delete coverage of former affiliates and replace with a requirement that the former affiliate destroy CI when it ceases to be an affiliate.",

        "final_positions_notes": ""

      }

    ]

  },

  {

    "s_no": "3",

    "clause": "Definition of Confidential Information",

    "preferred_position": "Accept standard market language.",

    "fallback_position": "May accept heightened categories or “clean‑team” language (e.g., particularly sensitive info limited to named individuals approved in writing).",

    "final_positions_notes": ""

  },

  {

    "s_no": "4",

    "clause": "Exception to Confidential Information",

    "preferred_position": "a. Independently developed information.\nb. Publicly available information (not due to Recipient).\nc. Information received on a non‑confidential basis.",

    "fallback_position": "",

    "final_positions_notes": ""

  },

  {

    "s_no": "5",

    "clause": "Inform upon Breach",

    "preferred_position": "Strike “shall apply best efforts … prove that no breach of contract has occurred”.",

    "fallback_position": "Accept: “shall apply commercially reasonable efforts to prove within two weeks of notice that no breach occurred”.",

    "final_positions_notes": ""

  },

  {

    "s_no": "6",

    "clause": "Legally Required Disclosure",

    "preferred_position": "a. Reasonably cooperate (at Company’s sole expense) in seeking a protective order.\nb. Use commercially reasonable efforts to ensure CI is protected.\nAdd “email being sufficient” for prompt written notice.",

    "fallback_position": "",

    "final_positions_notes": "For EU NDAs, if pushback on “at its sole expense”, add comment explaining seller should bear its own costs."

  },

  {

    "s_no": "7",

    "clause": "Non‑Solicitation",

    "preferred_position": "a. Two‑year period.\nb. Carve‑outs: general solicitations, unsolicited contacts, employment‑agency referrals, etc.\nSilent on terminated employees unless Company already more restrictive.",

    "fallback_position": "May strike “own accord” after first turn; may accept six‑month term on second turn.",

    "final_positions_notes": "Keep “hire” language; add carve‑outs as needed.  For terminated employees, prefer no limit; fallback 3–6 months."

  },

  {

    "s_no": "8",

    "clause": "Disposal of Confidential Information",

    "preferred_position": "a. Trigger only on written request (no automatic triggers).\nb. Return or destroy at Recipient’s election.\nc. Certification by email is sufficient.\nd. May retain one backup/compliance copy.",

    "fallback_position": "May state: retain for earlier of three years or as long as retained.",

    "final_positions_notes": "If automatic trigger kept, strike only the return/destroy requirement, not the notice.  Can accept destroy‑only option; cert may be by authorized officer if email sufficient."

  },

  {

    "s_no": "9",

    "clause": "Contact with Company",

    "preferred_position": "No contact with Company personnel except in ordinary‑course business unrelated to the Transaction.",

    "fallback_position": "",

    "final_positions_notes": "Do not accept adding “unrelated to the Company” unless escalated.",

    "subpoints": [

      {

        "s_no": "9(a)",

        "clause": "Conflict Waiver",

        "preferred_position": "Flag to Client team on execution; no escalation needed.",

        "fallback_position": "",

        "final_positions_notes": ""

      }

    ]

  },

  {

    "s_no": "10",

    "clause": "Remedies",

    "preferred_position": "Monetary damages *may* not be sufficient; Company *may seek* equitable relief.  “Prevailing party” fee language acceptable.",

    "fallback_position": "",

    "final_positions_notes": "Replace “could”/“would” only on escalation; silence or prevailing‑party fees both acceptable."

  },

  {

    "s_no": "11",

    "clause": "Term",

    "preferred_position": "Up to two years (add if absent).  Trade‑secret info protected as long as it remains a trade secret.",

    "fallback_position": "Accept three‑year term only on third‑round review and flag.",

    "final_positions_notes": ""

  },

  {

    "s_no": "12",

    "clause": "Misc.",

    "preferred_position": "Standard legal acknowledgments (financing‑tree language, exclusivity) are acceptable.",

    "fallback_position": "",

    "final_positions_notes": ""

  },

  {

    "s_no": "13",

    "clause": "Standstill",

    "preferred_position": "First round: 6‑month term with affiliate carve‑outs and fall‑away triggers.\nSecond round: 9‑month term with clarified affiliate language.\nThird round: 12‑month term with excluded entities carve‑out.",

    "fallback_position": "Escalate if term exceeds one year; may qualify term to shorter of one year or written notice ending evaluation.",

    "final_positions_notes": "Always flag before accepting and in signature email."

  }

]

```