Glossary
Counterparty
The counterparty is the other side of the contract — the person or company you are making the deal with.
Last updated 26 October 2026
Counterparty is a lawyer’s word for the other party. If you are the freelancer, the client is the counterparty. If you are the studio, it may be the brand, the agency or the subcontractor, depending on the paper. The word only means “the person across the table”.
Contracts name each party at the top, then use those names in the clauses. Getting the legal name right — the company, not the trading name — matters for who can be asked to pay or to perform. Invoicing “Jane at Greenleaf” when the paper names Greenleaf Media Ltd is how a late invoice becomes a hunt.
On Contracts.io the other side opens a share link. They do not need an account and they do not pay. They are still the counterparty; the link is just how they read and mark the same paper. The other side never pays, on any plan, and they never have to make an account to sign.
Agencies that sit between a brand and a freelancer should be clear who the freelancer’s counterparty is. If the freelancer’s paper is with the agency, the agency is who pays. If it is with the brand, the brand is who pays. A triangle with no named payer is how three people wait for someone else to invoice, then all three claim they were only the middle.
The counterparty is also who receives notices: termination, a pause, a change request. Put an email that a human reads, not a general hello@ that dumps into a void. The notice clause is only as good as that address. If a holding company signs and a trading company pays, write both names and say which one invoices go to.
A worked example
A freelancer’s counterparty on a website build is the client company named at the top of the statement of work — Greenleaf Media Ltd, not the marketing manager’s personal name. Invoices, pauses and the signed PDF all use that company name. When the manager leaves, the paper still points at the company.
How it shows up in a contract
Sample wording · our own drafting
This agreement is between [Supplier legal name] ("Supplier") and [Client legal name] ("Client"). Notices under this agreement must be sent to the email addresses set out below, or to any replacement address a party gives in writing.
In Plain English
These two named companies are the sides of the deal. Formal notes — ending the job, pausing, changing the scope — go to the emails written here, or to a new email if one side writes to change it.
Common mistakes
- Naming a trading style or a person at the top, then invoicing a different company.
- Signing with an agency and expecting the brand to pay, with no paper that says so.
- Putting a black-hole inbox on the notice line.
- Assuming the person on the share link is the legal counterparty without checking the name at the top.
Related
The legal wording governsLast reviewed 26 October 2026Pending lawyer review