Can I sign a counter electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.

Does a counter create a binding contract?

Not automatically. Binding effect depends on language and acceptance mechanics. Explicitly state whether the counter is nonbinding and require formal contract execution to avoid unintended obligations.

What if the signer lacks authority?

A counter signed by an unauthorized person may be unenforceable; confirm signatory authority in your approval workflow and retain documentation showing delegated authority.

Is notarization required for counters?

Ordinarily no for commercial LOI counters, but specific instruments (deeds, POAs) may need notarization or witnesses under state law; verify instrument type and jurisdictional requirements.

How do I revoke a counter?

Revoke by issuing a written notice clearly stating the counter is withdrawn before acceptance; keep proof of delivery and timing to avoid disputes about revocation effectiveness.

How long should I keep executed counters?

Maintain executed counters per retention policy: at least three years for tax purpose alignment (IRC §6501(a)) and longer where industry rules such as HIPAA or SEC apply.

Electronic Signature
Templates
Legal
Letter of Intent Counter

Letter of Intent Counter

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LETTER OF INTENT COUNTER

This Letter of Intent Counter (this "Counteroffer") is made as of by and between (the "Proposer") and (the "Recipient"). The Proposer and the Recipient are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, the Parties previously negotiated certain non-binding terms for a potential transaction described in a letter of intent dated (the "Prior LOI");

WHEREAS, the Parties desire to document a counterproposal to selected terms of the Prior LOI and to set forth the conditions upon which the Parties would proceed toward a binding purchase agreement (the "Definitive Agreement");

WHEREAS, each Party intends for this Counteroffer to govern the negotiation of the Definitive Agreement subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

In this Counteroffer, unless the context otherwise requires, capitalized terms used herein shall have the meanings ascribed to them in this Counteroffer. References to "including" or "include" shall mean "including, without limitation." The singular includes the plural and vice versa.

2. COUNTEROFFERED ECONOMIC TERMS

2.1 Purchase Price/Consideration. The proposed total consideration for the Transaction shall be (the "Purchase Price"), subject to adjustments as set forth in the Definitive Agreement.

2.2 Earnest Money/Deposit. Proposer shall deliver an earnest money deposit in the amount of to be held in escrow by on or before . The Deposit shall be applied to the Purchase Price at Closing in accordance with the Definitive Agreement.

2.3 Closing Date. The Parties shall use commercially reasonable efforts to consummate the Transaction on or before (the "Target Closing Date"), subject to extension by written agreement of the Parties.

3. DUE DILIGENCE AND ACCESS

3.1 Due Diligence Period. Recipient shall provide Proposer and its representatives reasonable access to information and premises for a period of days following execution of this Counteroffer (the "Due Diligence Period").

3.2 Confidentiality. All non-public information disclosed by either Party in connection with the Due Diligence Period shall be treated in accordance with the confidentiality obligations set forth in Section 6 below and, unless otherwise agreed in writing, shall be used solely for the evaluation of the Transaction.

4. CONDITIONS TO CLOSING

The obligations of each Party to consummate the Transaction shall be subject to the satisfaction (or written waiver by the applicable Party) of customary conditions, including without limitation: (a) accuracy of representations and warranties as of Closing, (b) performance of covenants required to be performed prior to Closing, (c) delivery of required consents, approvals and third-party releases, and (d) receipt of any required financing or third-party approvals.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Except as required by applicable law or the terms of a separate confidentiality agreement between the Parties, each Party shall hold in confidence and shall not disclose any non-public information received from the other Party in connection with the Transaction.

5.2 Return of Materials. Upon termination of this Counteroffer, each Party shall promptly return or destroy, at the disclosing Party's option, confidential materials and any copies thereof, except that counsel may retain one copy for archival purposes.

6. EXCLUSIVITY

From the date of signing this Counteroffer and for a period of days, neither Party shall, directly or indirectly, solicit, initiate, negotiate or enter into any agreement with any third party relating to a transaction substantially similar to the Transaction, except with the prior written consent of the other Party.

7. EXPENSES

Each Party shall bear its own fees and expenses incurred in connection with the negotiation, preparation and execution of this Counteroffer and any Definitive Agreement, including attorneys' fees, except as otherwise set forth in the Definitive Agreement.

8. TERMINATION

This Counteroffer shall automatically terminate upon the earliest to occur of: (a) mutual written agreement of the Parties to terminate; (b) expiration of the Exclusivity period without execution of a Definitive Agreement; or (c) written notice by either Party if the other Party materially breaches any provision of this Counteroffer and fails to cure such breach within ten (10) days after receipt of written notice.

9. NOTICES

Proposer Notice Address Recipient Notice Address

Notices given under this Counteroffer shall be in writing and shall be effective upon receipt when delivered personally, delivered by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses provided above or such other address as a Party designates by notice in accordance with this Section.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Counteroffer; (b) the execution and delivery of this Counteroffer and the performance of its obligations hereunder have been duly authorized by all requisite action; and (c) this Counteroffer constitutes a valid and binding obligation enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws of general application relating to creditors' rights.

11. MISCELLANEOUS

11.1 Governing Law. This Counteroffer shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

11.2 Entire Agreement. This Counteroffer constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral and written proposals and understandings relating thereto, except that the confidentiality provisions agreed separately shall remain in full force to the extent applicable.

11.3 Severability. If any provision of this Counteroffer is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the original intent of the Parties.

11.4 Amendments; Waiver. This Counteroffer may be amended only by a written instrument signed by both Parties. No failure or delay by either Party in exercising any right will operate as a waiver of that right unless set forth in a written waiver signed by the waiving Party.

11.5 Counterparts. This Counteroffer may be executed in counterparts, each of which when executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile, photographic or electronic copies of executed signature pages shall be admissible and enforceable as originals.

12. BINDING EFFECT

This Counteroffer shall become binding on the Parties only if and when it is executed by both Parties. By signing below, each Party acknowledges that it has read, understands and agrees to the terms of this Counteroffer.

Proposer:

By:

Date:

Recipient:

By:

Date:

What a Letter of Intent Counter Is and When It Matters

A Letter of Intent Counter is a formal written response to an initial Letter of Intent (LOI) that proposes specific changes to the original terms. It typically itemizes amended points such as purchase price, closing date, contingencies, or allocation of liabilities, and records whether previously agreed items remain in force. Counters serve as negotiation milestones and a written audit trail during due diligence. While often intended as nonbinding offers, certain wording or acceptance mechanics can create binding obligations if parties do not expressly preserve negotiable status.

Why Use a Letter of Intent Counter

Using a counter documents requested changes, clarifies mutual expectations, and reduces later disputes by placing proposed concessions and deadlines in writing. It preserves leverage while letting parties evaluate impacts before committing to final agreements.

Who Typically Prepares and Reviews Counters

In-house counsel, deal teams, brokers, and corporate executives commonly prepare and review counters during negotiations.

In-house counsel — drafts language to limit unintended acceptance and checks authority and compliance.
Deal advisors — negotiate commercial points and coordinate internal sign-off across finance and operations.
Authorized signatories — execute counters when organizational approval thresholds have been met.

Counters should be circulated to stakeholders for approval and to the counterparty with clear acceptance instructions.

Essential Elements of a Professional Counter

A well-structured counter is concise, unambiguous, and focused on the specific terms changed, acceptance mechanics, and timeline for response.

Counter Summary

A brief opening paragraph stating this document is a counter to the named LOI, with parties and reference date clearly identified and cross-referenced.

Amended Terms

Numbered clauses that show original term, proposed change, and exact revised wording so parties can compare language line-by-line.

Effective Date

A clearly stated date the counter is issued and the date the counter expires unless accepted earlier, stated in MM/DD/YYYY format.

Acceptance Mechanics

How to accept (signature, email confirmation, countersignature), by whom, and any conditions that convert the counter into a binding agreement.

Contingencies

List of conditions precedent such as due diligence milestones, financing approval, regulatory consents, or third-party consents and their deadlines.

Signatures

Designated signature blocks with printed name, title, date, and, where relevant, notarization or witness lines if required.

Required Data Points to Include

Party Names: Full legal names

Reference LOI: Original LOI date

Revised Terms: Specific clauses

Expiration: Expiry date

Signatory Title: Authority noted

Governing Law: Chosen state

Step-by-Step: Drafting and Returning a Counter

Follow these steps to prepare, approve, and transmit a Letter of Intent Counter while preserving negotiation flexibility and record integrity.

01

Draft Counter: Identify specific changes and draft clear revised clauses.
02

Internal Review: Obtain approvals from counsel, finance, and authorized signatory.
03

Transmit to Other Party: Send via verified delivery with acceptance instructions and expiration.
04

Record Outcome: Log acceptance, rejection, or further negotiation in your deal file.

Setting Up an Online Workflow for Counters

Configure fields and routing so the counter is sent to the right approvers, signed securely, and retained with an audit trail.

Field	Configuration
Signers and Order	Define signer sequence and roles for approvals and execution
Authentication Method	Choose email, SMS code, or stronger ID verification
Conditional Fields	Show or hide clauses depending on selected options
Retention Settings	Set automatic storage and export formats

Where to Send and How Submission Works

Typical submission routes include secure eSignature platforms, counsel-executed PDFs, or tracked email; ensure recipient and acceptance method are explicit.

Upload Document: Place fields and prepare final PDF for signing
Assign Signers: Enter signers and set signing order or parallel signing
Authenticate Signers: Use SMS, email, or stronger verification as needed
Capture Audit Trail: Retain timestamps, IP, and verifier details

Digital Signing and Submission Considerations

Choose a signing platform that supports required authentication, audit trails, and the document formats you use.

File Formats: PDF and DOCX supported
Integrations: CRM and storage integrations
Authentication: Email, SMS, or advanced auth

Common Timelines and Deadlines to Define

Set explicit dates to avoid misunderstandings; counters often create short response windows and tie into due diligence schedules.

Counter Expiration Date:

Date by which the counter lapses if not accepted

Acceptance Deadline:

Final day for the other party to accept or propose further changes

Response Window:

Typical commercial windows are 3–14 days, depending on deal urgency

Effective Date on Acceptance:

Date obligations begin once the counter is accepted

Linked Due Diligence Deadlines:

Tie contingent review periods to clear calendar dates

Common Mistakes to Avoid When Preparing a Counter

Using vague language that leaves material terms open to interpretation and increases the risk of disputes.
Failing to state whether the counter is intended to be binding, which can unintentionally create contractual obligations.
Neglecting internal approval processes, causing counters to be signed by unauthorized personnel and later voided.
Not specifying acceptance mechanics or expiration dates, leading to confusion over whether an old counter remains open.

Key Risks and Consequences of Errors

Unintended Acceptance: May create binding contract

Ambiguous Terms: Leads to dispute and litigation

Authority Gaps: Counter may be unenforceable

ESIGN Noncompliance: Electronic signature challenges

Timing Failures: Missed deadlines and lost opportunities

Recordkeeping Gaps: Evidence may be unavailable

Real-World Examples of Counters in Practice

These examples illustrate how organizations document and execute counters while maintaining clarity and compliance during negotiations.

Martin Properties

A small real estate firm needed remote execution for many LOI counters during closings.

Quick mobile signing enabled rapid acceptance in under 48 hours.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Optica Ventures LLC

A venture firm used counters to log negotiated term changes across multiple rounds.

Clear versioning reduced disputes during due diligence.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Who Has Authority to Sign a Counter

Corporate Counsel

In-house or external lawyers prepare and often sign counters on behalf of clients when they hold delegated authority; they confirm negotiation status and incorporate protective wording to prevent unintended binding effects.

Authorized Officer

An officer or agent with documented corporate authority should sign; signatures by unauthorized persons risk unenforceability or later repudiation by the organization.

Practical Tips for Clear, Enforceable Counters

Adopt consistent practices that reduce ambiguity and speed internal approvals without increasing legal risk.

State binding intent explicitly

Start with a short statement clarifying whether the counter is intended to be binding or nonbinding, and repeat acceptance mechanics to avoid inadvertent contract formation.

Use line-by-line comparisons

Present original and amended text side-by-side or use tracked changes so each party can see exact modifications and assess impact quickly.

Limit expiration windows

Set a reasonable but short expiration date to encourage timely responses and prevent stale offers from lingering in the deal file.

Keep a negotiation log

Record dates, versions, and communications in a central file to preserve audit evidence and speed dispute resolution if needed.

eSignature Vendor Comparison for Executing Counters

Comparison of common vendor features and starting prices. signNow is listed first for parity and clarity; verify plan specifics with each vendor directly.

	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	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Letter of Intent Counters

Answers to common legal, process, and technical questions encountered when preparing or accepting a counter.

Need help? Contact support

Can I sign a counter electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted, provided intent, consent, attribution, and record retention requirements are met.
Does a counter create a binding contract?
Not automatically. Binding effect depends on language and acceptance mechanics. Explicitly state whether the counter is nonbinding and require formal contract execution to avoid unintended obligations.
What if the signer lacks authority?
A counter signed by an unauthorized person may be unenforceable; confirm signatory authority in your approval workflow and retain documentation showing delegated authority.
Is notarization required for counters?
Ordinarily no for commercial LOI counters, but specific instruments (deeds, POAs) may need notarization or witnesses under state law; verify instrument type and jurisdictional requirements.
How do I revoke a counter?
Revoke by issuing a written notice clearly stating the counter is withdrawn before acceptance; keep proof of delivery and timing to avoid disputes about revocation effectiveness.
How long should I keep executed counters?
Maintain executed counters per retention policy: at least three years for tax purpose alignment (IRC §6501(a)) and longer where industry rules such as HIPAA or SEC apply.

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