[ANSWERED] Can you explain the legal term 'Counterpart'?

linny · Post by **linny** » February 21st, 2012, 8:05 am

I've been asked to sign a new NDA/Non-compete agreement.

Can someone explain 'Counterparts'?

"This Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same agreement."

RuthieG · Post by **RuthieG** » February 21st, 2012, 10:03 am

OED wrote:Law. The opposite part of an indenture n., q.v.* ; each of the indented parts of a deed of contract, etc., in its relation to the other part; esp. that which is not considered the principal part or original, e.g. the executed copy of a lease or receipt retained by the grantor as a counter-security.

* indenture: a. A deed between two or more parties with mutual covenants, executed in two or more copies, all having their tops or edges correspondingly indented or serrated for identification and security. Hence, A deed or sealed agreement or contract between two or more parties, without special reference to its form.

So I interpret that to mean that the bit you get is part of the agreement.

I am not, however, a lawyer, and the law, especially contract law, never fails to surprise me.

Ruth

peegee · Post by **peegee** » February 21st, 2012, 11:07 am

Isn't a counterpart just a copy that, for legal purposes, is treated as an original? So if more than one party needs to sign something, they can each separately sign a copy (a counterpart), and each of those copies has equal status.

Edit: Isn't David (Shipley) a lawyer?

carolb · Post by **carolb** » February 21st, 2012, 11:23 am

I did a quick google and came across these, but hopefully there's a helpful lawyer here who can advise you.

http://www.patent-trademark-law.com/trade-secrets/nda-non-compete-agreements/

http://www.sconsig.com/tipscons/nda_noncompete.htm

Carol

eta I'm sorry, I don't think either mentioned counterparts!

Carolin · Post by **Carolin** » February 21st, 2012, 11:37 am

ask for an explanation from the other party ('s lawyers). if possible, get it written.

CK

linny · Post by **linny** » February 21st, 2012, 5:31 pm

Thank you all for the replies. I requested some modifications and also asked for a clarification on this point. Should be an interesting ride.

FNH · Post by **FNH** » February 22nd, 2012, 1:46 pm

Let us all wish more-power to the Plain English organisation who campaign for straight forward language, rather than obfusicated jinglese.

http://plainenglish.co.uk/

ppcunningham · Post by **ppcunningham** » February 22nd, 2012, 11:31 pm

Counterpart means copies. So if five people have to sign, each can sign a separate copy of the signature page, and they will be treated as if everyone signed on the same sheet.

linny · Post by **linny** » March 18th, 2012, 1:19 pm

I had some other issues. This section was removed during the revision.

Thank you for all that responded. I appreciate your time.