Clear, “Meaty” Clause Captions

Among the most important things to do in your drafting is to insure that every clause has a clear, “meaty” caption (or heading).

Far too often we see either vague or generic captions for clauses. Such an approach makes it much more difficult for the reader to know exactly what the clause deals with. As with all your drafting, clarity is the goal.

Substantive captions

A clause that is simply entitled “Taxes” may not give the reader a clear idea of exactly what the clause deals with. If the clause addresses, for example, only import taxes, then your caption should be “Import Taxes.” If it deals with more complex matters, break down each into its own clause and give them each an appropriate caption.

Captions for Subclauses

If you have separate, standalone subclauses, give each of them captions. So, for example, instead of a single “Subcontracting” clause in a Master Services Agreement, give captions to each subclause. If there is a clause addressing liability, then, in line with the above directive, instead of giving it simply calling it “Liability,” give it “Liability for Acts of Approved Subcontractors.”

Unique captions

If you adopt the above principles, you will necessarily prepare unique captions, which is, in and of itself, an important goal. You do not, for example, want to have two or more clauses in your agreement having the same title, such as “Taxes.”

Result for Table of Contents

By creating clear substantive captions for your clauses, your Table of Contents will not only serve its primary purpose but also serve, for both you and your reader, as a checklist of its contents. By reviewing the Table of Contents carefully, you and your reader will have a clear idea of what is included, … and what is not! As well, the Table of Contents of your template agreement can be used to benchmark similar agreements drafted by others and submitted to you for your review.