Clause guide
Counterparts Clause clause: meaning, risks, and what to negotiate
Allows a contract to be signed in multiple copies that together form one agreement.
What it means
Counterparts clauses allow each party to sign separate copies of the contract while still forming a single binding agreement.
Common risks
- • Without it, there could be technical arguments about whether the contract was properly executed.
- • Digital or scanned signatures might be challenged.
- • Different versions of the contract could be circulated.
What to check before signing
- • Does the clause allow electronic or scanned signatures?
- • Does it confirm all counterparts form one agreement?
- • Does it allow signature pages to be exchanged digitally?
Negotiation ideas
- • Allow execution via electronic signature platforms.
- • Confirm scanned copies are legally valid.
- • Ensure all signed copies together form the same agreement.
Example clause
“This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together constitute one instrument.”
Frequently asked questions
What is a counterparts clause?
It allows each party to sign separate copies of a contract while still creating one legally binding agreement.
Related clauses
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