Execution & Signature
Contract Type:
NDA
Jurisdiction:
This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. Transmission of an executed counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement. No counterpart shall be effective until each party has executed at least one counterpart. In whiteness whereof this Agreement has been duly executed the day and year first before written.
Explanation
This clause deals with the execution and signing of the agreement. In short, it means:
1) The agreement may be signed in separate counterparts or copies, but all the signed versions together make up the full executed agreement.
2) Signed and delivered digital or electronic versions of the agreement, like PDF or JPEG files sent via email, will be considered as effective as physical written copies.
3) The agreement does not become valid and binding until at least one signed version is executed by all relevant parties.
In plain terms, this clause recognizes and accommodates modern digital business practices when signing and implementing agreements. It says that:
A) Electronic and physical signatures are equally valid, and electronic executed copies sent electronically can fully substitute for traditional written signed contracts.
B) The agreement can be signed in separate but matching parts, rather than all on a single document, provided all parts are eventually signed by all necessary parties.
C) No signature or set of signatures alone activates the agreement unless and until all essential parties have duly signed and exchanged at least one counterpart.
The overall intent is clearly to bind the parties to the agreement in a flexible and convenient manner that suits digital workflows, while still ensuring it is rigorously and consistently executed before it comes into effect. Properly signed digital and separate copies are given the same force as joint written execution of a single master version.
But full execution by all key parties is still required through at least one signed counterpart before the agreement formally takes force
Contract execution clauses have evolved significantly with the rise of electronic commerce and digital business practices. Historically, written signatures on paper were required to authenticate documents and formally bring agreements into effect.
Contracts needed to be physically signed by all parties, in person or through proxies, on a single master copy. This was a cumbersome process not suited to fast-paced cross-border transactions in the digital age.
As new technologies emerged to facilitate electronic agreements and signatures, contract law and practices updated to recognize their validity and enforceability. However, some level of caution and specificity around electronic execution was still prudent to avoid uncertainty and risks of dispute. Clauses emerged to expressly state that electronic versions and separate written copies or counterparts would be considered equally effective to traditional wet ink signing, as long as properly signed by all key parties.
There remained a question of what exactly constituted an electronically signed and enforceable agreement. Execution clauses helped resolve this by validating electronic copies, signatures and delivery methods like email while setting standards around when an agreement could be considered fully signed and effective. For example, specifying that no single electronic signature bound the parties without execution by all signatories on at least one copy. This assured equivalent validity and commitment to jointly executed physical contracts.
Today, execution clauses are commonplace and routinely recognize electronic signing and exchange of agreements. But they continue to play an important role in removing any doubt about whether or when an agreement comes into formal effect through separate electronic counterparts rather than a single physical document. They have allowed business practices to embrace efficient digital techniques while retaining the gravity and security of traditional signing.
The evolution of contract execution clauses highlights how commercial law and practices have adapted to suit the Information Age, guided by principles of technology neutrality and functional equivalence. Electronic and written contracts are now on an equal footing, supported by provisions clarifying their binding nature so long as certain safeguards around full commitment of all parties are observed.
Clauses have led this transition, confirming the validity of efficient modern methods and helping define new standards for rigor and enforceability.
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