Counteroffer

A counteroffer clause in a contract is a provision that allows a party to propose changes to the original terms of the offer. When one party receives an offer from another party, they may not be satisfied with the terms of the original offer and may want to make some changes. The counteroffer clause allows the party to do so without rejecting the original offer outright. Instead, the counteroffer becomes a new offer, which the other party can either accept or reject.

A well-drafted Counteroffer clause typically avoids any ambiguity, includes limitations, specifies the mode of communication for the counteroffers, state the acceptance criteria for it to become a binding agreement and also contain details around the consequences of rejecting the offer.

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Examples of Counteroffer Clauses in Commercial Contracts

• If the other party proposes any changes to the terms of this agreement, such changes will be deemed a counteroffer. The party receiving the counteroffer may accept, reject or propose a new counteroffer within 7 business days. The party receiving the last counteroffer may either accept or reject the terms proposed.
• Any counteroffer made by either party must be in writing and delivered to the other party within 14 days. The party receiving the counteroffer may accept, reject or propose a new counteroffer within 7 business days. The party receiving the last counteroffer may either accept or reject the terms proposed.
• If either party wishes to propose changes to the terms of this agreement, they may do so by submitting a written counteroffer to the other party within 30 days. The counteroffer will become a new offer, which the other party may either accept or reject. If the counteroffer is rejected, the original offer will remain in force, and negotiations may continue. Acceptance of a counteroffer is necessary for it to become a binding agreement.