Counterpart clauses are often used when the parties to an agreement are executing separate copies of that agreement. They are primarily used:
A counterpart clause would typically read something like “This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all counterparts together shall constitute a single agreement”.
The absence of a counterpart clause does not of itself invalidate an agreement that the parties execute by separate counterparts. A counterpart clause may however help to prevent a party from claiming that an agreement is not binding because there is no single copy of it that is signed by all the parties or because they did not know that they were entering into a binding contract by signing an agreement not signed by the other parties to it.
Counterpart clauses are also useful where the parties to an agreement want to be sure that each copy of it is recognised as an original. Parties often require more than one original copy of an agreement for tax, regulatory or other administrative purposes. Technically, where all the parties execute a number of copies of the same document, the copies are duplicates rather than counterparts and accordingly, some lawyers also refer to duplicates in the counterparts clause.
A counterparts clause may be omitted where: