What does the HEADINGS section in a contract mean?

It's been a few years since we dove into "what's in my contract." (That's where I decipher common contract terms.) In this post, I take a look at HEADINGS and what the HEADINGS section means in your contract.

By the end of this post, you will understand what the headings section is and what the heck it means.

What are headings?

Alright, so HEADINGS.

Sometimes it's its own section. It could be in a really long miscellaneous section.

That caption -- that underlined part, sometimes it's capitalized completely, sometimes it's bolded -- that word or that partial sentence that's before the rest of the paragraph starts… that's called a heading.

Here's what a typical heading section will look like.

typical language for a headings section in a contract, reading "The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement."

What does the headings section in a contract actually mean?

The heading section says just because a paragraph might have a particular heading doesn't mean that that heading should affect how that paragraph is analyzed or interpreted.

Let me put it into context for you.

So maybe there's a paragraph called "IP Rights." But that paragraph doesn't actually grant any IP rights. Well, without the headings section, someone might try and argue this paragraph section is called IP Rights, so that means that I should be entitled to some IP rights.

...No.

The headings section in a contract basically says: no, no, no, you can't use the heading to affect what that paragraph means. You need to actually read the paragraph.

It's a little bit common sensical, isn't it? But there you go. That's what the headings section a contract means.