Counterpart

You're closing a partnership agreement with someone in another country. A counterpart clause means neither of you needs to be in the same room. You each sign your own copy (or better yet, use DocuSign), and the two signed copies together form one binding contract. Without this clause, some jurisdictions might argue both parties need to sign the same physical document. Counterpart clauses became essential with the rise of remote business. Before electronic signatures, deals required all parties to physically gather and sign one document. Today, a counterpart clause paired with an e-signature provision means a company in London and a vendor in Tokyo can finalize a contract in minutes. The clause also explicitly validates PDF and electronic copies, closing any legal gap about whether a digital signature on a separate copy carries the same weight as wet ink on the original. In practice, you should keep all signed counterparts on file — if a dispute arises, being able to produce your signed copy and the other party's signed copy as a complete set is important evidence that a binding agreement exists.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronically signed copies) shall be equally effective as delivery of a manually executed counterpart.