Counterparts Clauses: Signing Contracts Separately
What Is a Counterparts Clause?
A counterparts clause states that a contract may be signed in multiple copies (counterparts), with each copy considered an original. All signed copies together form one binding agreement. This means the parties do not need to sign the same physical document.
Why Counterparts Clauses Exist
Before digital signing became common, getting multiple parties to sign the same piece of paper was logistically difficult — especially in multi-party deals or international transactions. A counterparts clause eliminates this problem by allowing each party to sign their own copy.
Even today, counterparts clauses remain standard because:
- Parties may be in different locations or time zones
- Multi-party agreements involve many signatories
- Separate signature pages are simpler to manage
- It provides legal certainty that separately signed copies are valid
Typical Counterparts Clause Language
"This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument."
Some clauses also specify that electronic signatures and PDF or fax copies are acceptable.
Electronic Signatures and Counterparts
Modern counterparts clauses often include language confirming that:
- Electronic signatures (such as DocuSign or Adobe Sign) are valid
- Scanned or PDF copies have the same legal effect as originals
- Facsimile signatures are accepted (less common today)
The federal ESIGN Act and the Uniform Electronic Transactions Act (UETA) generally support the enforceability of electronic signatures across most transactions.
Practical Considerations
- Keep a copy with all signature pages assembled for your records
- Verify that all counterparts reference the same version of the agreement
- Confirm that the counterparts clause covers electronic delivery methods if you plan to sign digitally
When to Consult a Lawyer
Counterparts clauses are generally straightforward, but if you are dealing with international contracts, government agreements, or transactions requiring notarization, consider consulting an attorney to confirm that separate execution will be recognized.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.