Counterparts facsimile: Overview, definition, and example
What is counterparts facsimile?
Counterparts facsimile refers to a provision in contracts that allows the agreement to be signed in multiple identical copies (counterparts) and recognizes facsimile or electronic copies of signatures as legally valid. This clause ensures flexibility in executing contracts, particularly when parties are in different locations, by allowing them to sign separate copies and transmit them electronically.
Why is counterparts facsimile important?
The counterparts facsimile provision is important because it simplifies the contract execution process, saving time and reducing logistical challenges. It ensures that contracts can be executed efficiently, even when parties cannot meet in person.
For businesses, this clause supports modern practices like electronic and remote signing, ensuring that agreements remain enforceable and valid under applicable laws. It also promotes clarity by explicitly stating that counterparts and facsimile signatures are equivalent to original signatures.
Understanding counterparts facsimile through an example
Imagine two companies negotiate a partnership agreement. The executives are located in different cities, so they sign the agreement in counterparts—one executive signs one copy, and the other signs another. Both copies are emailed as PDFs to the respective parties. The counterparts facsimile clause in the agreement ensures that these separate, electronically transmitted copies are legally binding as if they were signed in person.
In another example, a real estate agreement is signed by a buyer and seller. The buyer faxes their signed copy to the seller, who signs their own copy and sends it back. The counterparts facsimile clause ensures that the agreement is valid and enforceable despite the use of faxed signatures.
An example of a counterparts facsimile clause
Here’s how a counterparts facsimile clause might appear in a contract:
“This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, electronic mail, or other electronic means shall have the same legal effect as original signatures and shall be binding on the Parties.”
Conclusion
The counterparts facsimile clause provides flexibility and efficiency in contract execution, particularly in situations where parties are in different locations. For businesses, this clause supports modern signing practices and ensures that agreements remain valid and enforceable when signed electronically or in separate copies. Including this provision in contracts promotes transparency, reduces logistical hurdles, and aligns with the needs of today’s remote and digital business environment.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.