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Counterparts and Electronic Signature Clause

Confirms that parties may sign separate copies that together form one binding agreement, and that electronic and PDF signatures are valid.

Reviewed by GC AI Solutions Team•Updated September 2026

Definition

A counterparts clause provides that an agreement may be signed in separate copies, each of which is an original, that together make up one contract. It lets parties in different places each sign their own copy without all signing the same physical page. Paired electronic signature language confirms that facsimile, PDF, and e-signature methods such as DocuSign are valid and binding. That language is belt-and-suspenders with the federal ESIGN Act and the state-law Uniform Electronic Transactions Act, which already give electronic signatures the same legal effect as ink.

What It Does

A counterparts and electronic signature clause makes remote execution clean. The counterparts half says that separate signed copies add up to one agreement, so a deal does not wait for every party to sign the same sheet of paper. The electronic signature half removes any argument that a PDF or DocuSign copy is not the real thing. For in-house counsel, it is low-risk boilerplate that prevents a needless dispute over whether an executed copy is binding. A practical test: if your team routinely closes deals over DocuSign and emailed PDFs, this clause is what forecloses a counterparty later claiming the signature did not count.

  • Confirms that separate signed copies together form one agreement

  • Validates facsimile, PDF, and e-signature execution

  • Works alongside the ESIGN Act and UETA, which already make e-signatures binding

  • Enables remote and multi-party closings without exchanging originals

  • Should flag the documents that still require manual signature or notarization

Electronic signature language is now standard, but a few instruments, such as certain real-estate recordings and notarized documents, still call for wet ink.

When You'll See It

Counterparts and electronic signature language appears in nearly every commercial agreement, from SaaS contracts and MSAs to employment agreements, leases, credit agreements, and securities documents. It lives in the execution or general provisions section, near entire agreement and notices. It is most useful in multi-party deals and remote closings, where collecting a single fully signed original would be slow or impossible.

It matters most where signatures come from several parties or several locations, or where the deal will close electronically. The more parties and the more remote the signing, the more you want both halves of this clause working together.

Examples

Full House Resorts, Inc. / Elaine L. Guidroz

Amendment to Employment AgreementCounterparts; electronic and digital signature deemed originalMutual2025
“This Amendment may be executed in counterparts, each of which shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. The parties hereto also understand and agree that a facsimile, electronic signature, or digital signature shall be deemed an original signature for purposes of this Amendment.”
Source

Barclays Dryrock Issuance Trust

Supplement to Underwriting AgreementCounterparts plus consent to electronic meansMutual2025
“This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which shall together constitute one instrument. Each of the parties hereto agrees that the transaction consisting of this Supplement may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party signs this Supplement using an electronic signature, it is signing, adopting, and accepting this Supplement and that signing this Supplement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Supplement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Supplement in a usable format.”
Source

SUSI, LLC / IRADIMED Corporation

Amendment to Lease AgreementCounterparts plus PDF and e-signature technologyMutual2024
“This Amendment may be executed in counterparts with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single instrument. The parties hereto consent and agree that this Amendment may be signed and/or transmitted by facsimile, e-mail of a .pdf document or using electronic signature technology (e.g., via DocuSign), and that such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature. The parties further consent and agree that (i) to the extent a party signs this Amendment using electronic signature technology, such as by clicking “SIGN” or words of similar import, such party is signing this Amendment electronically, and (ii) the electronic signatures appearing on this Amendment shall be treated, for purposes of validity, enforceability and admissibility, the same as handwritten signatures.”
Source

Axalta Coating Systems Dutch Holding B B.V. / Axalta Coating Systems U.S. Holdings, Inc. / Barclays Bank PLC

Seventeenth Amendment to Credit AgreementSeparate counterparts and electronic execution provisions with statutory backingMutual2025
“This Seventeenth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the U.S. Borrower and the Administrative Agent. The words “execution,” “signed,” “signature,” and words of like import in this Seventeenth Amendment or any amendment or other modification hereof or thereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Any signature to this Seventeenth Amendment or any amendment or other modification hereof or thereof (including waivers and consents) may be delivered by facsimile, electronic mail (including .pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method (including, but not limited to, Uniform Electronic Transactions Act, or other applicable Law, e.g., www.docusign.com) and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law.”
Source

Negotiate

If you sign electronically:

You want execution certainty

  • Include both halves: the counterparts language and explicit electronic signature language, so neither the multi-copy nor the e-signature question is open.
  • Name the accepted methods, such as PDF and recognized e-signature platforms, and reference the ESIGN Act and UETA so validity is beyond argument.
  • State that counterparts together constitute one instrument, so there is no claim that a partial set is incomplete.

If certain documents require wet ink:

You need a narrow carve-out

  • Carve out the documents that require manual signature, notarization, or original execution, so the electronic signature permission does not create a false assumption.
  • Avoid a requirement that all original signatures be exchanged before effectiveness, which stalls a remote closing.

Include both counterparts and electronic-signature language, then carve out documents that legally require wet ink, notarization, recording, or original execution.

Red Flags

  • A counterparts clause with no electronic signature language in a deal that will close by PDF or DocuSign, leaving room to argue the copy is not binding.

  • Electronic signature permission that overlooks documents legally requiring wet ink, notarization, or recording.

  • Counterparts language that requires all originals to be exchanged before the agreement takes effect, which stalls remote closings.

  • No statement that the counterparts together form one instrument.

Counterparts and Electronic Signature Clause FAQs

What is a counterparts clause?
It is a clause stating that an agreement may be signed in separate copies, each an original, that together form one binding contract. It lets parties sign their own copies rather than all signing the same physical document.
What does “execution in counterparts” mean?
It means each party signs a separate copy of the same agreement, and those signed copies together count as one fully executed contract. No single page needs every signature on it.
Is a counterparts clause required for a contract to be enforceable?
No, a contract can be binding without one, but including both the counterparts language and explicit electronic signature language closes any gap a counterparty might try to exploit. It is considered low-risk boilerplate that prevents needless disputes over whether an executed copy is binding.
Is a PDF or DocuSign signature valid under a counterparts clause?
Generally yes, especially when the clause expressly accepts facsimile, PDF, and e-signature methods. Combined with ESIGN and UETA, a DocuSign or scanned signature is treated as an original for most commercial agreements.
Are there documents that still require a wet-ink signature?
Yes, certain instruments such as some real-estate recordings and notarized documents still require wet ink regardless of what an electronic signature clause says. A well-drafted clause should carve those documents out to avoid a false assumption that electronic execution is always sufficient.
Can GC AI help review counterparts and electronic signature clauses?
GC AI can identify gaps in these clauses, such as missing electronic signature language or the absence of a wet-ink carve-out, and quote the exact location in the contract where the issue appears. The platform is used by over 2,000 in-house legal teams and is SOC 2 Type II certified.

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This content is for informational purposes only and does not constitute legal advice.