How to Use Section Headers to Avoid Redlines
Let's fall in love with the section headings in our contracts!
Pop quiz!
Here are 2 section headings:
1️⃣ Confidentiality
2️⃣ Mutual Confidentiality
Before you even read the clauses, which one do you think you'll have to redline?
1️⃣ right?
Before you find out what the clauses actually say, 1️⃣ is playing hard to get while 2️⃣ is trying to make a connection.
1️⃣ says, "You'll have to read the clause to find out."
2️⃣ says, "Let me help you. Put down your pen. You'll like this."
With 1️⃣ you're ready to redline.
But with 2️⃣ you're ready to introduce the clause to your parents (unless it says something really bad).
Now I know what you're thinking.
Most contracts say that "section headings are for convenience of reference only and do not affect the interpretation of this contract..."
But section headings can be so much more!
Start thinking about them as ways to escort the reader through your contract, like a long walk on the beach, all while earning your reader's trust and building your Drafting Capital.
Here's another pop quiz:
You're a customer and you see these 2 section headings:
1️⃣ Publicity
2️⃣ No Use of Names or Logos
Which clause worries you more?
1️⃣ right?!
Sure, maybe 1️⃣ ends up being OK because it still requires your prior consent. But you won't know until you read the clause.
Until then, who knows what skeletons are in 1️⃣'s closet?!
You see the word "publicity" and you assume the worst. So you pick up your red pen.
Maybe it says they can put your logo on their website. Maybe you have to agree to a case study.
Those are red flags for a lot of customers.
And red flags mean redlines.
But look at 2️⃣!
It's telling you what want to hear.
It isn't being coy.
Sure, you'll still read the clause, and how pleasantly surprised you'll be when you learn that 2️⃣ meant what it said in the candlelight: no use of your name or logo without your consent.
So yes, it's settled that section headings can be for "convenience of reference," but when it comes to love, we should never settle.
You should love your section headings.
So give them some attention:
💚 Can you revise them to be more helpful to whoever reviews your contracts?
💚Can they convey something mutual? Maybe something the counterparty will want to hear?
💚If you make your section headings more attractive, you'll increase trust and build Drafting Capital, and whoever reviews your contract won't be as eager to redline it.
If you give your section headings some love, they'll love you back.
Here are some ACTUAL section headings I've seen that I love:
❤️ "Termination for Convenience"
❤️ "No Autorenewal"
❤️ "No Conflicts"
❤️ "Vendor's Obligations upon Termination"
❤️ "Your Audit Rights"
Do you have any section headings that you love?
Pop quiz!
Here are 2 section headings:
1️⃣ Confidentiality
2️⃣ Mutual Confidentiality
Before you even read the clauses, which one do you think you'll have to redline?
1️⃣ right?
Before you find out what the clauses actually say, 1️⃣ is playing hard to get while 2️⃣ is trying to make a connection.
1️⃣ says, "You'll have to read the clause to find out."
2️⃣ says, "Let me help you. Put down your pen. You'll like this."
With 1️⃣ you're ready to redline.
But with 2️⃣ you're ready to introduce the clause to your parents (unless it says something really bad).
Now I know what you're thinking.
Most contracts say that "section headings are for convenience of reference only and do not affect the interpretation of this contract..."
But section headings can be so much more!
Start thinking about them as ways to escort the reader through your contract, like a long walk on the beach, all while earning your reader's trust and building your Drafting Capital.
Here's another pop quiz:
You're a customer and you see these 2 section headings:
1️⃣ Publicity
2️⃣ No Use of Names or Logos
Which clause worries you more?
1️⃣ right?!
Sure, maybe 1️⃣ ends up being OK because it still requires your prior consent. But you won't know until you read the clause.
Until then, who knows what skeletons are in 1️⃣'s closet?!
You see the word "publicity" and you assume the worst. So you pick up your red pen.
Maybe it says they can put your logo on their website. Maybe you have to agree to a case study.
Those are red flags for a lot of customers.
And red flags mean redlines.
But look at 2️⃣!
It's telling you what want to hear.
It isn't being coy.
Sure, you'll still read the clause, and how pleasantly surprised you'll be when you learn that 2️⃣ meant what it said in the candlelight: no use of your name or logo without your consent.
So yes, it's settled that section headings can be for "convenience of reference," but when it comes to love, we should never settle.
You should love your section headings.
So give them some attention:
💚 Can you revise them to be more helpful to whoever reviews your contracts?
💚Can they convey something mutual? Maybe something the counterparty will want to hear?
💚If you make your section headings more attractive, you'll increase trust and build Drafting Capital, and whoever reviews your contract won't be as eager to redline it.
If you give your section headings some love, they'll love you back.
Here are some ACTUAL section headings I've seen that I love:
❤️ "Termination for Convenience"
❤️ "No Autorenewal"
❤️ "No Conflicts"
❤️ "Vendor's Obligations upon Termination"
❤️ "Your Audit Rights"
Do you have any section headings that you love?