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# Counteroffer Agreement
**This Counteroffer Agreement** ("Agreement") is made and entered into as of the ___ day of __________, 20___, by and between:
**Party A:**
Name: __________________________________
Address: ________________________________
City/State/Zip: __________________________
**Party B:**
Name: __________________________________
Address: ________________________________
City/State/Zip: __________________________
### Recitals
WHEREAS, Party A has delivered an initial offer (the "Initial Offer") to Party B on the ___ day of __________, 20___, regarding the terms of an agreement related to ___________________________ ([describe the subject of the initial offer]);
WHEREAS, Party B wishes to respond to the Initial Offer with a counteroffer that alters the terms of proposed agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
### Article 1: Counteroffer
1. **Acceptance of Counteroffer**: Party B hereby presents the following modifications to the Initial Offer (the "Counteroffer"):
- **Modification 1**: [Description of modification, e.g., price, terms, dates]
- **Modification 2**: [Description of modification]
- **Modification 3**: [Description of modification]
2. **Expiration**: This Counteroffer shall remain valid until the ___ day of __________, 20___ at [insert time, e.g., 5:00 PM] unless revoked earlier in writing by Party B.
### Article 2: Acceptance of Counteroffer
1. **Acceptance**: If Party A accepts the Counteroffer, Party A shall provide written acceptance to Party B on or before the expiration of the Counteroffer term.
2. **Conditions**: Acceptance of the Counteroffer may only occur if Party A accepts all modifications stated herein. Any additional changes shall constitute a new offer and shall not be binding upon either party until in writing.
### Article 3: Miscellaneous
1. **Governing Law**: This Agreement shall be construed in accordance with the laws of the State of _______________.
2. **Entire Agreement**: This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes any prior agreements or understandings, whether written or oral.
3. **Amendments**: No amendment, modification, or waiver of any provision of this Agreement shall be valid unless made in writing and signed by both parties.
4. **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
### IN WITNESS WHEREOF
the parties hereto have executed this Counteroffer Agreement as of the day and year first above written.
**Party A**:
Signature: ____________________________
Name: ________________________________
Date: _________________________________
**Party B**:
Signature: ____________________________
Name: ________________________________
Date: _________________________________
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