Glossary
BoilerplateUpdated Sep 23, 2026What Is a Counterparts Clause in a Contract?
A counterparts clause says the contract can be signed in separate copies, each party signing its own, and that all the signed copies together form one agreement. It can also accept electronic signatures or scanned copies, so the parties do not need to sign the same page in the same place.
Why it matters
It makes signing practical when the parties are in different places. What matters is that every party signs the same final version.
How common is it?
In the LexGLUE version of LEDGAR, a research set of 80,000 contract provisions from SEC filings, each labelled with one of 100 common provision types, 3,346 (4.18%) are labelled "Counterparts". That is a share of provisions, not of contracts. It is the 2nd most common of the 100 provision types in this set.
These are provisions from contracts that public companies filed with the SEC — a reference point, not a rule for your contract.
Source: LEDGAR (Tuggener et al., 2020), LexGLUE version (Chalkidis et al., 2022), CC BY 4.0. Counts are ours.
What to watch for
- Copies that differ, such as an older draft signed by one side.
- No mention of electronic signatures when you plan to sign electronically.
- A copy you signed but never received back signed by the other side.
A realistic example
Two business partners sign separate copies of a services agreement. Months later they find that one copy is an earlier draft with a different fee.
What to ask for
- One final version, with a version date or number on every page.
- A fully signed copy sent to you once every party has signed.
Related terms: effective date · parties to a contract · entire agreement clause
Related guide: How to sign a contract
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Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.