1
Open the contract and click Finalize
Open the contract you want to finalize. Click the Finalize button in the contract record header. The button appears when the contract is in a finalizable state (Draft, In Negotiation, or In Review).
Finalize a Contract
After weeks of negotiation, you have an agreed version of the contract. Before it can go to approval or signature, you need to lock in the final version and close the negotiation. If the counterparty made last-minute changes you did not catch, those could slip through to execution.
Finalization closes negotiation and marks the contract as ready for the next stage. When you upload a final version, Pactly automatically compares it against the last negotiated version and flags any discrepancies, so nothing slips through unnoticed.
When is this useful?
Legal Counsel You have finished negotiating a vendor agreement and both sides agree on the terms. You finalize the contract to lock the document and send it for internal approval before signature.
Legal Ops A counterparty sends what they claim is the "final clean version." You upload it during finalization and the discrepancy check catches two clauses that were modified from the last negotiated round.
Contract Admin A contract fails finalization because required properties are missing. You fill in the missing fields and finalize again, or ask an admin to override the block.
Video Walkthrough
Section titled “Video Walkthrough”How to Finalize
Section titled “How to Finalize”Step 1 of 2
2
Choose your finalization option
Upload a new version (Word .docx or PDF) for discrepancy checking against the last negotiated version, or continue with the latest version already in the system. Choose "Upload" when the counterparty sent a final clean version. Choose "Continue" when no changes were made outside of Pactly.
Step 1 of 2
After confirming, the contract moves to the next stage: Pending Approval if approvers are configured, or Pending Signature if no approval is required. The finalization event is recorded on the contract timeline.
What Happens If Finalization Is Blocked
Section titled “What Happens If Finalization Is Blocked”Your organization may have rules that check the contract before finalization is allowed, for example requiring certain fields to be filled in. If a check fails, Pactly shows which conditions were not met.
To resolve a block, update the contract to fix the issue (fill in missing fields, verify parties, etc.) and try again. If you believe the block doesn’t apply, ask your administrator to override it.
For Administrators and Legal Ops
Section titled “For Administrators and Legal Ops”The sections below cover configuration, advanced options, and troubleshooting that most users won’t need day-to-day.
Which Contracts Can Be Finalized
Section titled “Which Contracts Can Be Finalized”Finalization is available for Template Contracts and Playbook Contracts only. External Contracts follow a different flow and do not require this step (they start at Pending Approval).
The contract must be in a finalizable state: Draft or In Negotiation for Template Contracts, In Review for Playbook Contracts.
Word vs PDF Uploads
Section titled “Word vs PDF Uploads”When uploading a new version, the file format affects discrepancy checking:
| Format | Discrepancy Check | When to use |
|---|---|---|
| Word (.docx) | Pactly extracts the text and compares it against the last negotiated version, flagging any differences. | Recommended. Use whenever a Word version is available. |
| Text is extracted from the PDF for comparison, but results may be less precise due to PDF text extraction limitations. | Use when a Word version is not available. |
The discrepancy check runs asynchronously after finalization completes. Results appear on the contract record within a few seconds and are stored for later review.
Configuring Finalization Blocking
Section titled “Configuring Finalization Blocking”Administrators can configure proactive evaluation rules that check the contract before finalization is allowed. These rules enforce data completeness and compliance requirements.
When a user clicks Finalize, Pactly evaluates all active blocking configurations for your company. Rules can check:
- Whether required contract properties have been filled
- Whether parties are verified
- Whether specific property values meet thresholds
- Whether the contract’s category matches the rule criteria
- Custom conditions based on contract data
If the contract fails one or more checks, finalization is blocked and an explanation is shown listing which conditions were not met. Administrators can manually override a block for a specific contract when the business context justifies it. The override is logged on the timeline as an audit event.
What Finalization Records
Section titled “What Finalization Records”Once a contract is finalized:
- The contract’s status advances to Pending Approval or Pending Signature, depending on your workflow configuration.
- The contract is marked as final, preventing further negotiation edits.
- For Playbook Contracts, a final round is created capturing the finalized document state.
- For Template Contracts, a variation log records any differences between the template baseline and the final document.
- If a new version was uploaded, the discrepancy check runs automatically, comparing the uploaded file against the last negotiated version.
Undoing Finalization
Section titled “Undoing Finalization”If a contract was finalized by mistake, or further negotiation is needed:
- Open the contract record.
- Click Undo Finalization from the contract’s action menu.
- The contract returns to active negotiation status:
- If the contract had negotiation rounds, it reverts to In Negotiation (Template) or In Review (Playbook).
- If no rounds existed, it reverts to Draft.