A counteroffer is an essential tool of negotiation. It helps the parties involved reach an agreement and get what they both want. A counteroffer is also a way for one party to reject an original offer without offending the other and an opportunity for the offerer to modify their original offer.

When someone sends a counteroffer, they are proposing new terms that must be accepted or negotiated further. A counteroffer is basically the same as a rejection of the original offer and starts a new dialogue. It is the beginning of a new negotiating process, wherein the parties can backtrack, compare, and decide on a new version of the contract.

In order to make a counteroffer, the party needs to distinguish elements of the original offer that they are willing to accept and elements they are not prepared to agree to. The more specific a counteroffer is, the more likely it is to be accepted.

When making a counteroffer, it's important to remember the ultimate goal: to come to an agreement. It's also important to think about what the other side might accept. It helps to research the legal and market value of the goods or services being negotiated, so that one can make a reasonable counteroffer that is acceptable to the other party.

To make the most of one's counteroffer, it's also important to think about the other party's original offer and ensure that the counteroffer is gains from their point of view as well. A counteroffer should not be too demanding or unjust, otherwise it risks becoming a negotiating standstill that can harm the relationship between the parties.

At the end of the day, a counteroffer can be a useful tool in negotiations. It’s important to be aware of its power and use it rightfully in order to come to an agreement that is satisfactory to both parties.