The Counter-Offer Strategy

Help me construct a counter-offer.

Original offer: [FULL TERMS]
My client's position: [DESCRIBE]
The gaps: [LIST THE POINTS OF DISAGREEMENT]
Relative motivation: [DESCRIBE HONESTLY]
Deal risk: [HOW BADLY DOES MY CLIENT NEED THIS]

Produce:
1. A recommended counter — every term specified
2. What to concede and why conceding it is worth it
3. What to hold and why
4. The order to address points, since sequence affects outcome
5. Language framing the counter as movement toward agreement
6. What the other side will counter, and my pre-planned response
7. The point at which this stops being worth pursuing

Rules:
- Terms only, never people
- Do not predict outcomes
- Do not invent market leverage I have not supplied