Counterparts Clauses
(Commercial Leases)

Summary

These counterparts clauses provide that the parties to a commercial lease may sign and exchange separate, conformed copies of the lease because parties to a commercial lease rarely meet to execute it simultaneously. These clauses include practical guidance and drafting notes. Strictly speaking, it is not legally necessary for a single document to bear the signature of every party, and failure to include a counterparts clause will not invalidate a lease that is signed in counterparts. Counterparts clauses are often used to confirm that all conformed copies of the lease will be treated as originals and that electronic or facsimile signatures will be binding. On occasion, counterparts clauses are expanded to address the effective date of the lease or to set deadlines for one or both parties to execute and deliver the lease. The capitalized terms used in these sample clauses should be conformed to the defined terms in the relevant lease. For a full listing of key content covering office leasing, see Office Leasing Resource Kit. For a full listing of key content covering retail leasing, see Retail Leasing Resource Kit. For an example of a counterparts clause in a commercial leases, see Section 29.21 in Office Lease Agreement.