software
Do I need to number sections in an Agreement?
<p>I'm creating an agreement using an online contract management and signing service. To create the agreement I create separate sections in a library. Then I build the full agreement by adding the sections from the library to a template.</p>

<p>When I add the sections to the template there is no way to auto-number the sections.</p>

<p>When I add, remove or edit sections in the template it appears I might have to manually edit every section and renumber the sections. That can be very tedious to do.</p>

<p>So, I'm wondering if it's OK to NOT number the sections. I'd have titles for each section like:</p>

<p><br>Support
<br>Governing Law
<br>Force Majeure</p>

<p>And whether an unnumbered agreement would cause any legal problems for me.</p>

<p>Thanks, Ed</p>

<p>Numbering is for the sake of clarity, and is not intrinsically required. If you refer to a section, you need a way to say <em>which</em> section you mean, and a vague description like "up there where I talked about copying" is insufficient. You can refer to a section by a title, if you need to refer to sections within the contract, as long as your titles match what you refer to them as (and you don't have two sections called "Your Rights").</p>

<blockquote>
  <p>Do I need to number sections in an Agreement? And whether an unnumbered agreement would cause any legal problems for me.</p>
</blockquote>

<p>No. The lack of number sections is not required and does not whatsoever alter or invalidate the meaning and legal implications of a contract.</p>

<p>Strictly speaking, even the labels of clauses are irrelevant. See <a href="https://www.leagle.com/decision/20011027259br7681933" rel="nofollow noreferrer"><em>In re Brackett</em>, 259 B.R. 259, 774 (2001)</a> ("<em>The labels used in a contract are not dispositive of the nature of the obligation and courts are not bound by the terminology of the parties to the agreement. [...] Rather, courts must examine the true substance of the obligation</em>", citations omitted). Similarly, <a href="https://www.leagle.com/decision/inohco20181108b06" rel="nofollow noreferrer"><em>Willoughby Hills Dev. and Distribution Inc. v. Testa</em>, 120 N.E.3d 836, 843 (2018)</a> ("<em>labels used in a contract are not controlling</em>"). Since section numbers of are even less descriptive than labels, those numbers are irrelevant as well.</p>

<p>Numbers, labels, and titles are merely for ease of reference. Furthermore, most likely the online service you are using has some functionality to include page numbers if the final output is ever to be printed. If so, that functionality largely substitutes the benefit of numbering the sections in a contract.</p>
