Can this agreement be signed electronically?

Yes. Electronic signatures generally satisfy legal requirements under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, provided intent, consent, attribution, and record retention are demonstrable.

Is notarization required for enforceability?

Not always. Notarization depends on state law and document type; certain dispositions or affidavits may require notarization or RON for evidentiary purposes in specific jurisdictions.

Who should sign on behalf of a company?

An authorized officer or agent with express corporate authority should sign. Include the signer's printed name, title, and a corporate resolution or power-of-attorney if authority is unclear.

What evidence should be attached?

Attach photos, invoices, purchase receipts, serial numbers, and lab reports. Maintain chain-of-custody documentation to preserve admissibility in proceedings.

How do I correct an executed agreement?

Use a written amendment signed by all parties. Minor clerical errors can sometimes be corrected by mutual written confirmation; material changes require amendment language and re-execution.

How can the agreement be revoked or canceled?

Revocation requires following the contract's termination or cancellation clause or mutual written agreement. For unilateral rescission, rely on specified default or notice provisions in the contract.

Electronic Signature
Templates
Legal
Counterfeit Contract Agreement

Counterfeit Contract Agreement

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COUNTERFEIT CONTRACT AGREEMENT

This Counterfeit Contract Agreement (the "Agreement") is entered into as of Effective Date: by and between Party A: , an entity organized as Corporation LLC Individual, principal place of business: ; and Party B: , an entity organized as Corporation LLC Individual, principal place of business: .

RECITALS

WHEREAS, Party A is the owner or authorized licensee of certain marks, trade dress and product designs (the "Marks") used in connection with goods and services described as: ; and

WHEREAS, Party B conducts business activities that include sourcing, manufacturing, distributing or selling products and has the ability to assist in identifying, preventing or remedying the manufacture or distribution of counterfeit goods bearing the Marks; and

WHEREAS, the parties desire to set forth the terms and processes by which they will cooperate to investigate, stop and remediate counterfeit goods and related unlawful uses of the Marks.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Counterfeit Goods" means any goods, packaging or labels that are identical or substantially indistinguishable from goods legitimately offered by Party A and that bear the Marks without Party A's authorization. 1.2 "Territory" means .

2. COOPERATION AND INVESTIGATION

2.1 Each party shall promptly notify the other in writing of any suspected Counterfeit Goods discovered in the Territory. Notices shall include all known information reasonably available concerning the suspected counterfeit goods, including source, photographs, logistics information and contact details of suspected sellers.

2.2 Party B agrees to use commercially reasonable efforts to investigate credible reports and, where appropriate and lawful, to suspend, block or otherwise remove listings, stop shipments, or refuse acceptance of goods reasonably suspected to be Counterfeit Goods. Party B shall document the steps taken and provide periodic written reports to Party A.

3. PRESERVATION OF EVIDENCE

3.1 To the extent permitted by law, each party will preserve relevant evidence, including samples of Counterfeit Goods, transaction records, communications and shipping documentation, and will not destroy or alter such evidence without the other party's prior written consent. Chain of custody shall be preserved to enable potential enforcement actions.

4. ENFORCEMENT AND REMEDIES

4.1 Party A retains the exclusive right to determine whether to commence civil or criminal enforcement actions against third parties for infringement or counterfeiting. Party B will reasonably cooperate by providing evidence, declarations and testimony at Party A's expense where permitted by applicable law.

4.2 The parties acknowledge that injunctive relief may be appropriate to prevent irreparable harm. Nothing in this Agreement limits either party's right to seek equitable relief in any competent court.

5. CONFIDENTIALITY

5.1 Each party shall maintain in confidence all non-public information disclosed in connection with investigations and enforcement (the "Confidential Information"), and shall not disclose such information except to its employees, counsel or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

5.2 The confidentiality obligations do not apply to information that (a) is or becomes generally known to the public through no breach of this Agreement; (b) is lawfully received from a third party without obligation of confidentiality; or (c) is required to be disclosed by law, regulatory process or court order, provided that the disclosing party gives prior notice to the other party where permitted.

6. INDEMNIFICATION

6.1 Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, willful misconduct, or negligent failure to comply with applicable law in connection with the subject matter of this Agreement.

7. LIMITATION OF LIABILITY

7.1 Except for a party's willful misconduct or indemnification obligations under Section 6, in no event shall either party be liable for consequential, incidental, punitive or special damages. The aggregate liability of either party for breach of this Agreement shall not exceed .

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and remain in effect for an initial term of unless earlier terminated as provided herein.

8.2 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

9. NOTICES

Notices to Party A Notices to Party B

10. INTELLECTUAL PROPERTY

10.1 Party A remains the sole and exclusive owner of the Marks and all goodwill associated therewith. Nothing in this Agreement grants Party B any ownership or license rights in the Marks except as expressly provided in a separate written license agreement signed by Party A.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. 11.2 Failure to enforce any provision shall not constitute a waiver of future enforcement. 11.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; JURISDICTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

13. ENTIRE AGREEMENT

13.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings and agreements, whether written or oral.

14. SEVERABILITY

14.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a replacement provision that achieves the original intent to the extent permitted by law.

15. MISCELLANEOUS

15.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder. 15.2 The parties acknowledge that monetary damages may not be an adequate remedy for breach of confidentiality or trademark infringement and that either party may seek injunctive relief in addition to other remedies.

Optional particulars (if applicable)

Party A:

By:

Date:

Title:

Party B:

By:

Date:

Title:

What a Counterfeit Contract Agreement Is

A Counterfeit Contract Agreement is a written contract used to document claims, representations and remedies when parties encounter allegedly counterfeit goods, services, or intellectual property. It typically includes representations about authenticity, inspection and evidence requirements, indemnities, remedies such as return or destruction, and dispute-resolution provisions. The agreement helps allocate risk between sellers, distributors, brand owners, and buyers and creates a record that supports enforcement actions, takedown requests, insurance claims, or customs filings in the United States.

Why this Agreement Matters for Risk and Enforcement

A clear Counterfeit Contract Agreement sets expectations about product authenticity, preserves evidence for enforcement or customs actions, assigns liability, and streamlines recovery or remediation. It reduces ambiguity about remedies and creates a contractual basis for indemnification and injunctive relief when counterfeit issues arise.

Who Typically Prepares and Signs This Agreement

Organizations that commonly create or request these agreements include brand owners, retailers, online marketplaces, legal counsel, and customs brokers.

Brand owners and manufacturers handling authentication and enforcement
Retailers and distributors managing returns and supplier warranties
Online marketplaces and platform compliance teams
Law firms and in-house counsel advising on enforcement and settlements
Customs brokers and import/export compliance teams

Parties may adapt the document to sales contracts, settlement agreements, or enforcement notices depending on the situation and applicable law.

Typical Signatory Profiles

Brand Counsel

General counsel or outside IP counsel for the brand usually drafts or approves terms, defines evidence standards, and negotiates indemnity and remedy clauses to enable takedowns and legal remedies.

Marketplace Compliance

A compliance manager at an online marketplace or large retailer reviews incoming counterfeit claims, confirms required documentation, and signs to acknowledge receipt and remediation steps on behalf of the platform.

Essential Information to Collect in the Agreement

Product Details: Brand, model, SKU

Serial / Lot Numbers: Serial, lot, IMEI, or VIN

Purchase Information: Date and seller

Seller Identity: Legal entity and contact

Evidence Attachments: Photos, invoices, lab reports

Remedies Specified: Return, refund, destruction

Consequences of an Incomplete or Incorrect Agreement

Civil Liability: Breach claims or damages exposure

Criminal Risk: Possible counterfeit trafficking charges

Forfeiture Risk: Seizure by customs or law enforcement

Injunction Delay: Weakened injunctive relief

Insurance Issues: Denied claims or coverage disputes

Reputational Harm: Consumer trust loss

Common Preparation Mistakes to Avoid

Vague product description that omits SKU or serial numbers, making identification and enforcement difficult.
Failing to attach or preserve original evidence such as invoices, photographs, chain-of-custody records, or lab reports.
Using an incorrect signatory — someone without authority to bind the seller or distributor can render the contract unenforceable.
Not specifying governing law and venue, which creates uncertainty about where enforcement or injunctive relief is sought.

Practical Examples of Where This Agreement Is Used

Two hypothetical scenarios illustrate how parties use Counterfeit Contract Agreements in enforcement and settlement contexts.

Enforcement Settlement

A brand documents an agreement with a supplier to return allegedly counterfeit inventory

captures serial numbers and lab test obligations
the signed agreement supports customs seizure requests, supplier indemnity, and a defined remediation schedule with return shipping and destruction steps.

Marketplace Takedown Protocol

A marketplace and a rights owner sign terms for expedited takedowns

sets evidence types and response times
the agreement standardizes notice content, assigns responsibility for relisting prevention, and defines disputed-item escalation procedures including provisional holds.

How to Complete a Counterfeit Contract Agreement

Follow these sequential steps to prepare, review, sign, and store the agreement securely.

01

Gather Evidence: Collect photos, invoices, and serial numbers before drafting.
02

Draft Key Terms: Define representations, remedies, and indemnities clearly.
03

Assign Responsibility: Identify authorized signatories and contact points.
04

Execute and Archive: Sign, date, and store with audit trail.

Where to Send or File the Signed Agreement

Signed agreements should be routed to parties that manage enforcement, evidence retention, and any regulatory notifications.

Brand Legal Department: Primary custodian for enforcement and litigation.
Seller / Distributor: Maintains operational remedies and returns.
Marketplace Compliance: Uses agreement to process listings and takedowns.
Customs / Law Enforcement: Provide copies when requesting seizures.

Core Clauses to Include in a Professional Agreement

A well-drafted Counterfeit Contract Agreement contains a small set of precise clauses that together establish obligations, evidence standards, and remedies.

Representations & Warranties

Explicit seller warranties about authenticity and provenance, including specific language that the goods are genuine and a covenant to cooperate with inspections and testing where necessary to verify authenticity.

Evidence and Inspection

Procedures for submitting photographic, transactional, and lab evidence; timeline for inspections; and chain-of-custody requirements to ensure admissibility in enforcement or court proceedings.

Indemnification

A remedy clause requiring the seller or distributor to indemnify the buyer or brand owner for losses arising from counterfeit items, including legal defense costs and settlement amounts.

Remedies and Disposition

Specific remedial steps such as refund, replacement, destruction, or assignment to brand for destruction, plus allocation of shipping and handling costs for returned goods.

Practical Tips for Accurate and Efficient Completion

These best practices reduce disputes and strengthen enforceability when counterfeit issues arise.

Use Precise Identifiers

Include SKU, model, serial, IMEI or lot numbers and attach invoices; precise identifiers make enforcement and customs actions possible and limit disputes about which goods are in scope.

Preserve Chain of Custody

Document who handled seized items, when and how they were stored; chain-of-custody increases the probative value of physical evidence in court or administrative proceedings.

Define Inspection Methods

Specify accepted testing labs, sampling methods, and timelines to avoid later disagreement about the validity of test results or expert reports.

Clarify Governing Law

Choose a governing state and venue for disputes and consider provisions for expedited injunctive relief and alternative dispute resolution to reduce litigation delays.

How to Configure an Online Signing Workflow

Recommended settings for a secure, auditable e-signing process that supports evidence collection and authorized signers.

Field	Configuration
eSignature Method	Email link with OTP or account authentication
Authentication	SMS OTP or ID credential check
Notarization	Use RON or in-person notarization where required
Storage	Encrypted PDF/A with audit trail

Technical Requirements for Digital Signing and Storage

Choose a signing platform that provides secure storage, strong authentication, and a tamper-evident audit trail for document provenance.

Identity Verification: KBA, ID analysis, or OTP
Encryption Standards: TLS 1.2/1.3 and AES-256
File Formats: PDF/A, DOCX supported

Confirm the provider can export signed PDFs with audit reports and supports industry integrations such as CRM or cloud storage for centralized evidence retention.

Selected eSignature Vendor Comparison for Contract Execution

Comparison focuses on starting price, trial availability, bulk send, audit trail, HIPAA support, and envelope limits across common vendors; signNow is listed first per vendor convention.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Yes
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Counterfeit Contract Agreements

Answers to common concerns about e-signing, notarization, signatory authority, evidence, and revocation for counterfeit-related agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures generally satisfy legal requirements under the federal ESIGN Act (15 U.S.C. §7001) and state UETA laws, provided intent, consent, attribution, and record retention are demonstrable.
Is notarization required for enforceability?
Not always. Notarization depends on state law and document type; certain dispositions or affidavits may require notarization or RON for evidentiary purposes in specific jurisdictions.
Who should sign on behalf of a company?
An authorized officer or agent with express corporate authority should sign. Include the signer's printed name, title, and a corporate resolution or power-of-attorney if authority is unclear.
What evidence should be attached?
Attach photos, invoices, purchase receipts, serial numbers, and lab reports. Maintain chain-of-custody documentation to preserve admissibility in proceedings.
How do I correct an executed agreement?
Use a written amendment signed by all parties. Minor clerical errors can sometimes be corrected by mutual written confirmation; material changes require amendment language and re-execution.
How can the agreement be revoked or canceled?
Revocation requires following the contract's termination or cancellation clause or mutual written agreement. For unilateral rescission, rely on specified default or notice provisions in the contract.

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