How to Redact a Scanned Contract Before You Share It

To redact a scanned contract, list the terms the recipient must not see, trace each one through every clause, schedule, exhibit and amendment that restates it, and remove them from a copy with a tool that deletes content. Then test that copy, mark it as redacted, and log what was removed and why.

This post covers the choices that are particular to a contract: what to take out, and where the same term hides a second and third time. It explains handling. Whether you may share the contract at all, and what must stay visible, are legal decisions for the responsible lawyer.

Why would you redact a scanned contract before sharing it?

You redact a scanned contract when someone outside the deal needs to see that it exists and how it works, but has no need for its commercial terms or the personal details in it. The occasion decides how much comes out, so name the recipient and the purpose before marking a single word.

Read the confidentiality clause first

Before any redaction, find the contract's own confidentiality clause in the converted text and read it on the image. It may forbid disclosing the agreement's existence, allow disclosure to named classes of recipient, or require the other party's consent or notice. Redaction may not answer a clause that forbids disclosing the agreement itself. Give the clause, with its page number, to the lawyer who decides.

Court filings and public bodies

Two of the occasions have written rules, and they vary by forum. In federal civil cases, Federal Rule of Civil Procedure 5.2(a) says that, unless the court orders otherwise, a filing that contains an individual's social-security number, taxpayer-identification number or birth date, the name of an individual known to be a minor, or a financial-account number may include only "the last four digits of the social-security number and taxpayer-identification number", "the year of the individual's birth", "the minor's initials" and "the last four digits of the financial-account number." That rule governs filings in federal court and nothing else. State courts and arbitral bodies have their own rules, so read the one for your forum. Check a contract's payment clause and signature pages for those identifiers before it is filed as an exhibit.

A contract with a government agency may be released under a records law with parts withheld. The post on OCR for government contracts covers working from a federal contract file, including a copy an agency released with redactions.

Redaction is one option among three

Sometimes a redacted copy is the wrong tool. If the recipient needs one clause, an extract of that clause with the cover and signature pages may serve. If they need facts and not wording, a summary signed off by the lawyer may serve. Redact when the recipient must see the document itself.

Which contract terms are usually redacted?

The candidates fall into four groups: prices and other commercial terms, personal data, bank and payment details, and technical or operational secrets. Which of them come out of your contract depends on the recipient, the purpose and any rule that applies, so treat the list as prompts for the lawyer's decision.

A checklist of candidates

Prices and commercial terms

• Unit prices, rates, fees and royalties
• Discounts, rebates, volume tiers and most-favored pricing terms
• Minimum purchase or volume commitments
• Payment terms and credit limits
• Price adjustment formulas and index references
• Liability caps and liquidated damages stated as amounts
• Exclusivity scope and territory, where the scope itself is sensitive

Personal data

• Home addresses, personal telephone numbers and personal email addresses
• Dates of birth and identification numbers
• Signatures, where the recipient has no need for them
• Names of individuals who are not signatories, such as key personnel listed in a schedule
• Salary, bonus and equity figures in employment terms

Bank and payment details

• Account numbers, routing or sort codes, IBAN and SWIFT codes
• Remittance addresses tied to an account
• Tax identification numbers

Technical and operational secrets

• Specifications, formulas, drawings and process descriptions in exhibits
• Source code escrow details and security procedures
• Service levels and capacity figures that reveal how a business runs
• Customer, supplier or site lists
• Names of other counterparties mentioned in the contract

What to leave visible

A redacted contract still has to work as a document. Unless told otherwise, leave the parties' names, the title and date, the clause numbers and headings, the governing law, and the signature blocks at least to the extent of showing that the contract was signed. A reader should be able to see that something was removed at clause 5.2 and that clauses 5.1 and 5.3 are intact.

Redact narrowly

Take out the figure, not the sentence, where that is enough. "The Buyer shall pay [REDACTED] per kilogram within 45 days of invoice" tells the recipient how the clause works. A black bar across the whole of clause 5 tells them nothing.

On a commercial transaction being shared with bidders, the price is one figure among several. A customer list prepared for due diligence and a dollar cap in a liability clause can each need a separate mark. Add the page, and note any third-party beneficiary named beside the figure, because that name can matter as much as the number.

Settlement agreements add their own questions about the amount and the confidentiality clause. The post on OCR of a settlement agreement deals with those.

Finding every place a redacted contract term repeats

A contract states its important terms more than once. A price can appear in a payment clause, a schedule, a recital, an example calculation, an amendment and an attached form. Trace each term through the whole document family before redacting, because one missed repetition undoes every bar you drew.

Where a term restates itself

Values that can be worked out

A term can be recovered from what surrounds it. If the unit price is covered and the schedule still shows the quantity and the total, anyone can divide. If a rebate is covered and the clause still states it as the difference between two visible numbers, the same is true. For each redacted term, ask what else on the page lets a reader calculate it, and add those cells to the list.

A worked trace

Aldgate Packaging, Inc. buys resin from Brennick Polymer Supply Co. under a scanned supply agreement with two amendments. Aldgate is being sold, and a bidder is to see the agreement without the price. The paralegal traces "price" through the set and finds:

Search found rows 1, 3, 5 and 7. Rows 6 and 8 came from reading, because the invoice figures were totals and the recital stated a difference, so neither contained "4.85" or "4.60". Row 9 was handwriting, which search did not reach. The trace needs both methods.

Search has its own craft for contracts, including variant spellings that recognition introduces, and the post on how to search scanned contracts for a clause covers it. A complete trace also depends on holding the whole family, so check the set against the method in the post on a conformed copy of a contract.

Applying redactions to a scanned contract and its converted copies

Apply redactions to a fresh copy of the scan with a tool that removes the content, never to the file you used for searching, and never by drawing shapes over words. Then make new converted copies from the redacted pages, test the result, and stamp the outgoing file so nobody mistakes it for the full agreement.

Schema Law has no redaction tool. Its part in this work, if you use it, is at the start: reading the scan into text so the terms can be searched for. Every export made from the unredacted scan carries the text of its pages, prices included, which matters at step 7.

The general order of the work, from preserving the file as received to logging what was sent, belongs to the post on OCR before or after redaction, under a redaction order of operations for a paralegal. The steps here add what a contract needs.

1. Get the decision in writing. You need a list of terms, and of every location of each, approved by the lawyer.
2. Copy the scan as received and redact the copy, so the full contract stays untouched.
3. Mark each location on the list. Go through the list row by row and tick each one. Dedicated tools can search as well as mark by hand. Adobe's tutorial on removing sensitive information in Acrobat says its "Find text and redact" option will "search for a specific word or phrase, or search for a Pattern to find certain types of information", and that the tool is "Available only in Acrobat Pro, Premium, or Studio." That is Adobe's account of its own product. Other redaction tools have their own documentation, which you should read for the one you use.
4. Review the marks before applying them. Check that each mark covers the whole figure, including a currency sign and any digits that wrapped to the next line, and nothing more than was approved.
5. Apply the redactions and remove hidden content, following your tool's instructions. A black rectangle drawn with a shape or highlighter tool does not do this, for reasons the post on hidden text explains under why a black box drawn over words leaves the words in the file.
6. Label each redaction if the occasion calls for it. A rule may require a marker where text was removed. Item 601(b)(10)(iv) of Regulation S-K, for one, calls for brackets in exhibits filed under it. A short overlay such as "[REDACTED]" or a reason code also helps the reader.
7. Rebuild every converted copy. A Word, Excel, CSV or text export made before redaction still holds every price. Keep it out of the outgoing folder and, if the recipient needs editable text, convert the redacted PDF afresh. The section on redacting a scan already exported to Word or Excel explains where content hides in each format.
8. Test the outgoing files. The order of OCR and redaction, and the search-based test for anything left behind, are set out in the post on OCR before or after redaction, under how to test a redacted production for leftover text. Run that test on the contract with every term on your approved list, figures in both words and digits.
9. Mark the copy as redacted. Add a line to the first page or a header on every page, such as "Redacted copy prepared for [recipient] on [date]".

Contract pages that need extra care

• Tables. Redact the cell, then look at the row and column totals. A visible quantity and total let a reader divide to find a covered unit price.
• Signature pages. If signatures or personal addresses are to come out, the block still has to show that a signature was there. Mark the image area and add a label.
• Exhibits that are images. A drawing or a photographed form has no words for a search to find. Redact by area, page by page.
• Initialed pages. Initials in a corner identify people. Decide whether they stay.
• File properties and bookmarks. A bookmark titled with the price list's name, or a file name carrying the counterparty, travels with the PDF.

What do the securities rules say about redacted contract exhibits?

For companies that file contracts as exhibits with the Securities and Exchange Commission, Item 601 of Regulation S-K states when terms may be left out and how the omission must be shown. The text matters to anyone preparing the redacted exhibit, because it prescribes marks on the document itself.

The provisions are in 17 CFR 229.601. Paragraph (b)(10)(iv), on material contracts, says:

The registrant may redact specific provisions or terms of exhibits required to be filed by this paragraph (b)(10) if the registrant customarily and actually treats that information as private or confidential and if the omitted information is not material.

It goes on to state what the filed copy must show. The registrant "should mark the exhibit index to indicate that portions of the exhibit or exhibits have been omitted and include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential." And: "The registrant also must include brackets indicating where the information is omitted from the filed version of the exhibit."

The same paragraph looks ahead to a request for the full text: "If requested by the Commission or its staff, the registrant must promptly provide on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses."

Two neighboring paragraphs apply to exhibits generally:

• Personal information. Paragraph (a)(6) says the registrant "may redact information from exhibits required to be filed by this Item if disclosure of such information would constitute a clearly unwarranted invasion of personal privacy (e.g., disclosure of bank account numbers, social security numbers, home addresses, and similar information)."
• Schedules. Paragraph (a)(5) says schedules or similar attachments "are not required to be filed provided that they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document", and adds: "Each exhibit filed must contain a list briefly identifying the contents of all omitted schedules."

Paragraph (b)(2)(ii) has wording parallel to (b)(10)(iv) for exhibits filed under paragraph (b)(2).

What that means for the person preparing the file

These points are about document handling. Whether a term is material, and whether the company treats it as confidential, are judgments for securities counsel.

• The marker is brackets at the place of omission. Ask counsel for the exact form of the bracketed text and the first-page statement before you start.
• The first page changes. Leave room for the statement when you build the redacted exhibit.
• An unredacted copy must be retrievable promptly, together with the analyses. For your records, that means the full contract and the reasoning for each omission have to stay findable after the filing.
• Omitted schedules need a list. Keep an inventory of the contract's schedules with the omitted ones marked, and the list can be drawn from it.
• The rule is specific to these filings. It does not govern what you send a bidder or file in court, and other regulators have their own requirements.

Read the current text of the item before relying on any of this, since rules are amended.

Keeping the unredacted contract, the redacted copy and a redaction log apart

Keep the full contract, each redacted version and the log in separate, clearly named places, and treat every recipient's version as its own document. Different recipients get different redactions, and a careful redaction is wasted if the wrong file is attached.

One folder per version

Aldgate-Brennick_Supply-Agreement/
  1_full/            scan as received, searchable copy, converted text   (restricted)
  2_decisions/       list of terms and locations, lawyer's approvals
  3_bidder-copy/     redacted PDF v1, v2
  4_filing-copy/     redacted exhibit with first-page statement
  5_log/             redaction log

Rules that make the layout work:

• Send only from a numbered outgoing folder. Nothing in 1_full is ever attached to an email.
• Put the recipient and version in the file name, for example Supply-Agreement_REDACTED_bidder_v2.pdf. A file called "final" or "clean" says nothing about what it lacks.
• Never overwrite a version that was sent. If the bidder later receives a less redacted copy, that is v2, and v1 stays as the record of what they had on the earlier date.
• Restrict the full folder to the people who need it, using whatever access controls your document system provides.
• Keep converted text with the full copy. Search indexes, extracted text and spreadsheet exports of the unredacted contract belong in 1_full and nowhere else.

A log keyed by term

A page-by-page log suits a litigation production. For a contract, a log organized by term shows at once whether each recipient's copy treats a term consistently.

Add to the log, for each version sent: the file name, the recipient, the date, who ran the leftover-text test and its result.

Questions the log should answer later

• What exactly did this recipient see, and when?
• Why was this term removed, and who decided?
• Did two recipients get different treatment of the same term, and was that intended?
• Where is the full text, if a court, a regulator or the recipient is later entitled to it?

When the contract changes

A new amendment restarts part of the work. It may restate a redacted term, so it has to be traced and redacted before it joins any recipient's set. Add its locations to the term rows in the log.

Deleting working files is the last step. If you converted the contract in an online tool, remove the upload when the work is done, in line with your firm's retention policy. Schema Law's security section states that you can delete any document whenever you choose, and that the original file and everything parsed from it are removed.