If the contract or instrument does not contain a “counterparty clause”, can the parties still perform each other`s contract or instrument? In short, the safest way, both for simple contracts and for the deed, is for the parties to exchange by e-mail PDF copies of the executed signature pages with – in the same e-mail – a Word or PDF version of the entire executed agreement. Contracts and simple documents are often executed in equivalents. This means that each party signs separate but identical copies of the same document. The signed copies together form a single binding agreement. A counterpart clause would generally be the same as “this contract may be performed in any number of equivalents, each representing a double original at the time of performance and delivery, but all the others together constituting a single agreement”. From a technical point of view, when all parties execute a certain number of copies of the same document, the copies are more duplicates than counterparties and, therefore, some lawyers also refer to duplicates of the consideration clause. The absence of a counterparty clause does not in itself entail the invalidity of an agreement which the parties execute from separate counterparties. However, a counterparty clause may help prevent a party from asserting that an agreement is not binding because there is not a single copy of it, signed by all parties, or because it was unaware that it had entered into a binding contract by signing an agreement that was not signed by the other parties. . . .
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