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Counterparts and electronic signature clause: meaning and sample wording

A counterparts clause lets each party sign a separate copy of the contract, with all copies together forming one agreement. An electronic signature clause confirms the parties accept e-signatures and signed PDFs.

When to use it

In any contract that will be signed remotely, which today means most of them.

Sample counterparts and electronic signature clause

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one agreement.

Transmission of an executed counterpart of this Agreement by email (including in PDF format) or by means of an electronic signature service shall take effect as delivery of an executed counterpart of this Agreement. Each party agrees that electronic signatures shall be as valid and binding as handwritten signatures.

What to check

  • E-signatures are generally validThe US ESIGN Act and state UETA laws, the EU eIDAS Regulation and UK law all recognise electronic signatures for most commercial contracts.
  • Exceptions existWills, some real estate documents, some deeds and documents needing witnesses or notarisation may still require a wet-ink signature or a specific procedure.
  • Know who signedAn e-signature service with an audit trail makes it easier to prove who signed and when.

Questions

Are electronic signatures legally binding?

For most commercial contracts, yes, in the US, the UK, the EU and many other countries. Check local rules for wills, property transfers and documents that must be witnessed.

Is a typed name in an email a signature?

It can be. Courts in several countries have treated a typed name as a signature where it was intended to authenticate the document.

Can I use this sample wording as it is?

It is a general starting point. Contract law differs between countries and states, and the right wording depends on the deal, so have it reviewed before you rely on it.

Free templates that use it

Related clauses

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This page is general information, not legal advice. Laws differ between countries and states; have wording reviewed for your situation before you rely on it.